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SIGTARP
Office of the Special Inspector General
for the Troubled Asset Relief Program
Advancing Economic Stability Through Transparency, Coordinated Oversight and Robust Enforcement
Quarterly Report to Congress
July 28, 2011
MISSION
SIGTARP’s mission is to advance economic stability by promoting the
efficiency and effectiveness of TARP management, through transparency,
through coordinated oversight, and through robust enforcement against
those, whether inside or outside of Government, who waste, steal or abuse
TARP funds.
STATUTORY AUTHORITY
SIGTARP was established by Section 121 of the Emergency Economic
Stabilization Act of 2008 (“EESA”) and amended by the Special Inspector
General for the Troubled Asset Relief Program Act of 2009 (“SIGTARP Act”).
Under EESA and the SIGTARP Act, the Special Inspector General has the
duty, among other things, to conduct, supervise and coordinate audits and
investigations of any actions taken under the Troubled Asset Relief Program
(“TARP”) or as deemed appropriate by the Special Inspector General. In
carrying out those duties, SIGTARP has the authority set forth in Section 6 of
the Inspector General Act of 1978, including the power to issue subpoenas.
Office of the Special Inspector General
for the Troubled Asset Relief Program
General Telephone: 202.622.1419
Hotline: 877.SIG.2009
SIGTARP@do.treas.gov
www.SIGTARP.gov
Contents
Executive Summary
Program Updates and Financial Overview
Oversight Activities of SIGTARP
SIGTARP Recommendations on the Operation of TARP
Report Organization
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Section 1
The Office of the Special Inspector General for the
Troubled asset relief program
SIGTARP Creation and Statutory Authority
SIGTARP Oversight Activities Since the April 2011 Quarterly Report
The SIGTARP Organization
Section 2
TARP overview
TARP Funds Update
Financial Overview of TARP
Housing Support Programs
Financial Institution Support Programs
Asset Support Programs
Automotive Industry Support Programs
Executive Compensation
Section 3
tarp operations and administration
TARP Administrative and Program Expenditures
Current Contractors and Financial Agents
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Section 4
SIGTARP Recommendations
Update on SIGTARP’s Recommendation Regarding the
Home Affordable Unemployment Program Forbearance Term
Recommendations Regarding Implementation of
Making Home Affordable Servicer Assessments
Endnotes
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appendices
A. Glossary
B. Acronyms and Abbreviations
C. Reporting Requirements
D. Transaction Detail
E. Cross-Reference of Report to the Inspector General Act of 1978
F. Public Announcements of Audits
G. Key Oversight Reports and Testimony
H. Correspondence
I.
Organizational Chart
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EXECUTIVE SUMMARY
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special inspector general I troubled asset relief program
quarterly report to congress I july 28, 2011
The American taxpayers have the dedicated men and women of SIGTARP on their
side. SIGTARP continues to build on its dynamic and critical oversight and investigative record. This past quarter, SIGTARP made important recommendations
related to Treasury’s housing programs, and Treasury adopted a prior SIGTARP recommendation that gives additional relief to unemployed homeowners. In addition
to its oversight role, SIGTARP actively uncovers and investigates criminal wrongdoing in its role as a law enforcement agency, and this quarter alone, 14 criminals
investigated by SIGTARP and its partners were sentenced to prison, including the
mastermind of the largest and longest running bank fraud scheme in a generation
and his co-conspirators. Also this quarter as a result of SIGTARP’s investigations,
six individuals were convicted of criminal charges and five individuals were criminally charged. As of the drafting of this report, 65 individuals and 18 entities had
been charged in criminal or civil actions related to SIGTARP investigations, with
25 individuals criminally convicted. SIGTARP has helped prevent more than $550
million in taxpayer funds from being lost to fraud, has assisted in the recovery of
$151 million, and has more than 150 ongoing investigations.
TARP’s wind down continues as Treasury sold some of its stock in American
International Group, Inc. (“AIG”) and all of its equity in Chrysler Group LLC
(“Chrysler”), and more banks exited TARP. This is a relief for the taxpayers who
bore the risk of these investments. But TARP is not a done deal. Taxpayers still bear
the risk of $130.5 billion in outstanding TARP funds and $53.2 billion obligated
and available to be spent. Taxpayers also bear the risk of Treasury’s 77% stake in
AIG, 32% stake in General Motors Company, and 74% stake in Ally Financial Inc.
(formerly GMAC, Inc.), as well as other investments. While it is good news that
Treasury is exiting its investments in many of these larger financial institutions, this
should not distract from the hard work ahead. The smaller community banks are
not exiting TARP with the same speed (with more than 500 of the 700 TARP banks
remaining). The number of banks that are not paying their TARP-related dividends
to Treasury continues to increase (now at 188). In addition, although TARP’s signature housing program, Home Affordable Modification Program (“HAMP”), has
helped more than 600,000 homeowners reduce their mortgage payments, it is still
having trouble reaching millions of homeowners who are desperate for relief.
One reason why HAMP still has not helped enough homeowners is that mortgage servicers are not following HAMP’s rules. Treasury’s new servicer assessment
process of the top 10 servicers showed that four needed “substantial improvement”
and the remaining six needed “moderate improvement.” It is telling that no servicer
was identified as needing only “minor improvement.” The servicer assessments
could serve as an important step in holding servicers accountable for following
HAMP rules and providing much-needed assistance to struggling homeowners. However, proper implementation of the assessment process and the actions
Treasury takes in response to unacceptable assessments may determine whether
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servicers improve. In the June 2011 assessment, three of the servicers ranked
poorly on a critical metric known as “second-look” – when Treasury’s compliance
agent (“MHA-C”) reviewed loans for which the servicer did not offer the borrower a
permanent modification, MHA-C did not concur with the servicer’s determination.
That is, borrowers who should have received a permanent mortgage modification
were wrongly denied. Four servicers had an unacceptably high number of cases
where in the second-look process, MHA-C was unable to determine, based on the
documentation provided, how the servicer reached the decision that it would not
offer a permanent modification. In addition, all 10 servicers ranked poorly in the
area of borrower income calculation errors – a calculation described by Treasury as
“a critical component of evaluating eligibility for MHA [Making Home Affordable],
as well as establishing an accurate modification payment.”
Clearly, many homeowners are not getting the fair shake they deserve from
some of the largest servicers in determining who gets the benefit of a HAMP mortgage modification. However, Treasury is withholding incentives only from the three
servicers that it determined required “substantial improvement,” not from the three
servicers who ranked poorly in the second-look category. It is not clear from the assessments how Treasury determined when a servicer required “substantial improvement,” for which incentives would be withheld, versus “moderate improvement,”
for which incentives would be paid. Treasury must take strong action, including
withholding and clawing back incentives, in response to unacceptable ratings to
force meaningful change in the servicer’s treatment of homeowners. Section 4
discusses initial recommendations SIGTARP made related to this servicer assessment process.
In addition, many homeowners face a daily struggle with unemployment and a
mortgage they cannot afford. On April 29, 2011, Federal Reserve Chairman Ben
Bernanke noted that high levels of unemployment and home foreclosures are holding back the United States recovery “and many people and neighborhoods are in
danger of being left behind.” According to the Bureau of Labor Statistics, 42% of
unemployed workers have been out of work for 27 weeks. Long-term unemployment results in a borrower’s inability to afford mortgage payments and can lead to
foreclosure.
In July 2011, Treasury agreed to implement a SIGTARP recommendation designed to give unemployed homeowners greater relief in HAMP’s Home Affordable
Unemployment Program (“UP”). Originally, under UP, borrowers whose hardship is
related to unemployment could receive forbearance on their mortgage payment for
a minimum of three months. SIGTARP recommended more than one year ago that
UP’s minimum forebearance period be extended so that the program would assist
the typical unemployed borrower. SIGTARP’s concern over the disastrous tie between unemployment and home foreclosure, along with the long-term nature of recent unemployment, led to this important recommendation. At that time, Treasury
quarterly report to congress I july 28, 2011
declined to implement SIGTARP’s recommendation. The Administration recently
announced that it will extend the minimum term of unemployment forbearance
under the U.S. Department of Housing and Urban Development (“HUD”) programs to 12 months. The announcement also included that there would be an increase in the minimum forbearance term to 12 months in UP. Treasury’s adoption
of SIGTARP’s recommendation gives the typical unemployed homeowner much
needed breathing room to find a job without fear of losing his or her home.
Recovery from the financial crisis requires efforts on multiple fronts and
SIGTARP will aggressively root out and investigate fraud and other unlawful activity related to TARP. Fraud related to TARP is reprehensible to taxpayers, regulators, Treasury, Congress, and all those who have struggled just to keep their head
above water in recent times. One of the biggest fears surrounding TARP was that
taxpayers who were putting billions of dollars on the line would lose that money to
unscrupulous individuals who took advantage of the nation’s vulnerability during
a time of crisis. SIGTARP remains committed to protecting the taxpayer’s investment and bringing to justice those criminals – including those in positions of power
and responsibility – who seek to profit from the financial crisis by exploiting TARP
through fraud.
As a result of SIGTARP’s investigations and the work of its prosecutorial partners, 14 executives were sentenced to prison this quarter alone. In the largest and
longest running bank fraud in a generation, based on an investigation by SIGTARP
and its law enforcement partners, seven executives of two of the nation’s largest
financial institutions, Taylor, Bean & Whitaker Mortgage Corporation (“TBW”) and
Colonial Bank, were sentenced to prison for their role in a massive eight-year $2.9
billion fraud. The greed exhibited by Lee Bentley Farkas, the former chairman of
TBW and mastermind of the fraud, and his co-conspirators, caused billions of dollars in holes on the books of TBW and Colonial Bank. The fraud ultimately led to
both companies’ failures and victimized numerous other public and private institutions. During the housing and financial crisis, while many American taxpayers were
in dire straits, Farkas lived in the lap of luxury using the more than $38 million that
he stole from TBW and Colonial Bank to buy a jet, expensive collector cars including a Rolls Royce, and multiple vacation homes. His fraud began to unravel when
he and his co-conspirators tried to obtain TARP funds to fill the billions of dollars
of holes at TBW and Colonial Bank. Shameless in his duping of investors and regulators, he attempted to deceive taxpayers. This fraud was discovered by SIGTARP
and its law enforcement partners. Notwithstanding Colonial’s conditional approval
to receive $553 million in TARP funds, SIGTARP notified Treasury of its investigation, thereby ensuring that no TARP funds were disbursed to Colonial. On June 30,
2011, Farkas was sentenced to 30 years in prison for his crimes and ordered to forfeit $38.5 million. At the sentencing hearing, The Honorable Leonie M. Brinkema
told Farkas that she did “not detect one bit of actual remorse” and that Farkas’ only
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regrets were getting caught and having to go to jail. Farkas’ co-conspirators were
sentenced to a combined total of more than 20 years in prison.
The American taxpayers became shareholders in hundreds of banks that
received TARP funds. SIGTARP is committed to protecting the taxpayers’ investment. In another SIGTARP investigation, two executives of Mount Vernon
Money Center (“MVMC”) received prison sentences for their fraud against TARP
recipient banks and others. Robert Egan and Bernard McGarry, the president
and chief operating officer of MVMC, respectively, ran an ATM and cash management business where they “played the float” with their clients’ money and
skimmed money off the top for their own expenses. From 2005 through early
2010, they misappropriated their clients’ money, including the funds of several TARP recipients, to fund tens of millions of dollars in operating losses in
MVMC’s businesses, to repay outstanding client obligations, and to enrich themselves at their clients’ expense. The court sentenced Egan to 11 years’ imprisonment and McGarry to five years’ imprisonment.
All of these individuals have caused serious harm to real victims by preying on
the vulnerability we faced as a nation. They have been brought to justice and are
now being held accountable for their actions. SIGTARP is the only law enforcement agency whose singular focus is to protect Treasury’s unprecedented TARP
investment. The hardworking staff of SIGTARP is proud to serve the American
taxpayer in thwarting crime and preventing loss of taxpayer dollars to fraud,
waste, and abuse.
PROGRAM UPDATES AND FINANCIAL OVERVIEW
TARP consists of 13 implemented programs. Because TARP investment authority
expired on October 3, 2010, no new obligations may be made with TARP funds.
However, dollars that have already been obligated to existing programs may still be
expended. As of October 3, 2010, $474.8 billion had been obligated across TARP
to provide support for U.S. financial institutions, the automobile industry, the markets in certain types of asset-backed securities, and homeowners. Of the obligated
amount, $412.1 billion had been spent as of June 30, 2011, leaving $53.2 billion
in three programs remaining as obligated and available to spend after accounting
for reductions in exposure related to the Asset Guarantee Program (“AGP”) and
the termination of equity and debt facilities for AIG and Chrysler, respectively,
that were never drawn down. According to Treasury, through June 30, 2011, 120
TARP recipients, including 10 with the largest CPP investments, had paid back all
of their principal or repurchased shares, and 21 TARP recipients had made partial
repayments by paying back some of their principal or repurchasing from Treasury
some of their preferred shares, for an aggregate total of $269 billion of repayments.
According to Treasury, this left $130.5 billion in TARP funds outstanding as of
quarterly report to congress I july 28, 2011
June 30, 2011, after accounting for losses and write-offs.
In addition to the principal repayments, Treasury has received interest and dividend payments on its investments, as well as revenue from the sale of its warrants.
According to Treasury, as of June 30, 2011, the Government had received $39
billion in interest, dividends, and other income, including $9.1 billion in sales proceeds that had been received from the sale of warrants and preferred stock received
as a result of exercised warrants. At the same time, some TARP participants have
missed interest or dividend payments. Among CPP participants, 188 missed paying
dividend or interest to the Government as of June 30, 2011, for a total of $320.8
million in unpaid CPP interest and dividends.
OVERSIGHT ACTIVITIES OF SIGTARP
SIGTARP actively strives to fulfill its audit and investigative functions. Since its
inception, SIGTARP has issued 14 audit reports, including one that has been
issued since the end of the last quarter. As highlighted in SIGTARP’s April 2011
Quarterly Report, “Treasury’s Process for Contracting for Professional Services
under the Troubled Asset Relief Program,” released on April 14, 2011, discussed
the results of SIGTARP’s audit of the contracting processes of Treasury’s Office of
Financial Stability (“OFS”) related to legal fee billing and SIGTARP’s audit of fee
bills submitted by the law firm Venable LLP. Section 1 of this report “The Office
of the Special Inspector General for the Troubled Asset Relief Program” discusses
SIGTARP’s recently released audits.
SIGTARP is a highly sophisticated white-collar law enforcement agency. As of
June 30, 2011, SIGTARP had more than 150 ongoing criminal and civil investigations, many in partnership with other law enforcement agencies. Since SIGTARP’s
inception, its investigations have delivered substantial results, including:
• asset recoveries of $151 million, with an additional estimated savings of $555.2
million through fraud prevention
• civil or criminal actions against 65 individuals to date, including 43 senior officers (CEOs, owners, founders or senior executives) of their organizations
• criminal convictions of 25 defendants for fraud
• civil cases naming 18 corporate entities as defendants
Although much of SIGTARP’s investigative activity remains confidential, over
the past quarter there have been significant public developments in several of
SIGTARP’s investigations. For a description of recent developments, including
those relating to SIGTARP investigations into The Colonial BancGroup, Inc./
Taylor, Bean & Whitaker, FirstCity Bank, Compliance Audit Solutions, Orion
Bank, Nations Housing Modification Center, Omni National Bank, Mount Vernon
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Money Center, The Park Avenue Bank, and Karl Rodney (New York Carib News,
Inc.), see Section 1 of this report “The Office of the Special Inspector General for
the Troubled Asset Relief Program.”
SIGTARP RECOMMENDATIONS ON THE
OPERATION OF TARP
One of SIGTARP’s oversight responsibilities is to provide recommendations to
Treasury so that TARP programs can be designed or modified to facilitate effective
oversight and transparency and to prevent fraud, waste, and abuse. Section 4 of
this report “SIGTARP Recommendations” provides updates on existing recommendations and summarizes the implementation of previous recommendations.
This quarter, Section 4 features a discussion of SIGTARP’s recommendations
on Treasury’s newly implemented quarterly MHA Servicer Assessments. In a letter
to Treasury dated May 23, 2011, SIGTARP made two recommendations to improve transparency and accountability in the proposed servicer assessment process.
Section 4 reviews these recommendations and Treasury’s response.
Additionally, Section 4 includes an update on SIGTARP’s recommendation in
the April 2010 Quarterly Report that Treasury reconsider the length of the minimum term of HAMP’s unemployment forbearance program (“UP”). This discussion considers both the recommendation and Treasury’s prior response in light of
Treasury’s recent decision to extend the minimum UP forbearance term from three
to 12 months.
REPORT ORGANIZATION
The report is organized as follows:
• Section 1 discusses the activities of SIGTARP.
• Section 2 details how Treasury has spent TARP funds thus far and contains an
explanation or update of each program.
• Section 3 describes the operations and administration of the Office of Financial
Stability, the office within Treasury that manages TARP.
• Section 4 discusses SIGTARP’s recommendations to Treasury with respect to
the operation of TARP.
The report also includes numerous appendices containing, among other things,
figures and tables detailing all TARP investments through June 30, 2011, except
where otherwise noted.
section 1
The Office of the Special
Inspector General for the
Troubled Asset Relief Program
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quarterly report to congress I july 28, 2011
SIGTARP CREATION AND STATUTORY AUTHORITY
The Office of the Special Inspector General for the Troubled Asset Relief Program
(“SIGTARP”) was created by Section 121 of the Emergency Economic Stabilization
Act of 2008 (“EESA”). Under EESA, SIGTARP has the responsibility, among
other things, to conduct, supervise, and coordinate audits and investigations of the
purchase, management, and sale of assets under the Troubled Asset Relief Program
(“TARP”) and, with certain limitations, any other action taken under EESA.
SIGTARP is required to report quarterly to Congress to describe SIGTARP’s activities and to provide certain information about TARP over that preceding quarter.
EESA gives SIGTARP the authorities listed in Section 6 of the Inspector General
Act of 1978, including the power to obtain documents and other information from
Federal agencies and to subpoena reports, documents, and other information from
persons or entities outside the Government.
TARP investment authority expired on October 3, 2010. As a result, Treasury
cannot make new purchases or guarantees of troubled assets. This termination of
authority, however, does not affect Treasury’s ability to administer existing troubled
asset purchases and guarantees. In accordance with Section 106(e) of EESA,
Treasury may expend TARP funds after October 3, 2010, as long as it does so pursuant to obligations entered into before that date. SIGTARP’s oversight mandate
did not end with the expiration of Treasury’s authorization for new TARP funding.
Rather, under the authorizing provisions of EESA, SIGTARP is to carry out its
duties until the Government has sold or transferred all assets and terminated all
insurance contracts acquired under TARP. In other words, SIGTARP will remain
“on watch” as long as TARP assets remain outstanding.
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SIGTARP OVERSIGHT ACTIVITIES SINCE THE APRIL
2011 QUARTERLY REPORT
SIGTARP has continued to fulfill its oversight role on multiple parallel tracks:
investigating allegations of fraud, waste, and abuse in TARP programs; auditing
various aspects of TARP and TARP-related programs and activities; coordinating
closely with other oversight bodies; and striving to promote transparency in TARP
programs.
SIGTARP Investigations Activity
SIGTARP’s Investigations Division has developed into a highly sophisticated whitecollar investigative agency. As of June 30, 2011, SIGTARP had more than 150 ongoing criminal and civil investigations, many in partnership with other law enforcement agencies. From SIGTARP’s inception through the drafting of this report, its
investigations have delivered substantial results, including:
• asset recoveries of $151 million, with an additional estimated savings of $555.2
million through fraud prevention
• civil or criminal actions against 65 individuals, including 43 senior officers
(CEOs, owners, founders, or senior executives) of their organizations
• criminal convictions of 25 defendants
• civil cases naming 18 corporate or other legal entities as defendants
SIGTARP’s investigations concern suspected TARP fraud, accounting fraud,
securities fraud, insider trading, bank fraud, mortgage fraud, mortgage-servicer
misconduct, fraudulent advance-fee schemes, public corruption, false statements,
obstruction of justice, theft of trade secrets, money laundering, and tax-related matters. Although the majority of SIGTARP’s investigative activity remains confidential,
over the past quarter there have been significant public developments in several
SIGTARP investigations.
The Colonial BancGroup, Inc./Taylor, Bean & Whitaker
On June 30, 2011, Lee Bentley Farkas, the former chairman of Taylor, Bean &
Whitaker Mortgage Corporation (“TBW”), was sentenced to serve 30 years in
prison by the U.S. District Court for the Eastern District of Virginia. A preliminary
order of forfeiture in the amount of more than $38 million was also entered by
the court. Restitution orders will be determined at a later date. This sentencing
followed Farkas’ April 19, 2011, conviction by a federal jury on 14 counts of bank,
wire, and securities fraud that included charges relating to his role in a massive
$2.9 billion bank fraud scheme and attempting to steal $553 million from TARP
through the fraudulent application by The Colonial BancGroup, Inc. (“Colonial”)
to the Capital Purchase Program (“CPP”). Notwithstanding Colonial’s conditional
quarterly report to congress I july 28, 2011
approval to receive TARP funds, SIGTARP notified Treasury of its investigation,
thereby ensuring that no TARP funds were disbursed to Colonial. Farkas’ fraud
scheme ultimately contributed to the failures of Colonial and TBW and victimized
numerous other public and private institutions. In August 2009, Colonial Bank
(a subsidiary of Colonial) was seized by its regulator, which appointed the Federal
Deposit Insurance Corporation (“FDIC”) as receiver. Colonial filed for bankruptcy
in August 2009.
In addition to Farkas, six individuals from Colonial Bank and TBW were
sentenced to prison terms by the U.S. District Court for the Eastern District of
Virginia for their roles in various aspects of the bank and TARP-fraud schemes.
On June 21, 2011, Paul Allen, the former chief executive officer (“CEO”) of
TBW, was sentenced to 40 months in prison. Allen pled guilty on April 1, 2011, to
one count of conspiracy to commit bank and wire fraud and one count of making
false statements to the Department of Housing and Urban Development (“HUD”).
Allen admitted that he and others engaged in a scheme to defraud financial institutions that had invested in TBW’s wholly-owned lending facility, Ocala Funding.
Shortly after Ocala Funding was established, Allen learned that inadequate assets
were backing its commercial paper – a deficiency referred to within TBW as a
“hole” in Ocala Funding. Allen admitted that he kept the chairman of TBW, Farkas,
informed of the collateral shortfall, and that Farkas told him that the “hole” had
been moved from Ocala Funding to Colonial Bank. Allen was later directed to
approach a private equity investor to secure capital to help meet a $300 million private capital requirement that Treasury had set for Colonial Bank in order to receive
$553 million from TARP. Although Allen failed to secure the funding from the investor, he admitted in court that Farkas represented to others that the investor was
a $50 million participant and that Farkas diverted $5 million from Ocala Funding
to an escrow account in the investor’s name. This deception caused Colonial Bank
to falsely announce that it had met its $300 million capital contingency and to
send a letter to the FDIC stating that all investors had met a 10% escrow deposit
requirement. Allen also admitted to making false statements in a letter he sent to
HUD, through Ginnie Mae, regarding TBW’s audited financial statements for the
fiscal year ended March 31, 2009.
Catherine Kissick, the former senior vice president of Colonial Bank and head
of its Mortgage Warehouse Lending Division, was sentenced to eight years in
prison on June 17, 2011. Kissick pled guilty on March 2, 2011, to conspiracy to
commit bank, wire, and securities fraud. According to court documents, Kissick admitted that from 2002 through August 2009, she and her co-conspirators, including Farkas, engaged in a scheme to defraud various entities and individuals, including Colonial Bank, Colonial, TARP, and the investing public. In connection with
the TARP application, Colonial submitted materially false financial data and filings
as a result of the fraudulent scheme perpetrated by Kissick and her co-conspirators.
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Further, Kissick admitted that she deleted, and instructed members of her staff to
delete, electronic communications on their BlackBerry hand-held devices to evade
SIGTARP subpoenas.
Desiree Brown, the former treasurer of TBW, was sentenced to six years in
prison on June 10, 2011. Brown pled guilty on February 24, 2011, to conspiracy to
commit bank, wire, and securities fraud. Brown admitted to participating in a fraud
scheme that included generating money for TBW through fictitious “sales” of mortgage loans to Colonial Bank by sending the bank mortgage data for loans that did
not exist or that TBW had already committed or sold to other third-party investors.
The scheme also included the fraudulent effort to obtain TARP funding through
the materially false Colonial TARP application.
Raymond Bowman, the former president of TBW, was sentenced to 30 months
in prison on June 10, 2011. Bowman pled guilty on March 14, 2011, to conspiracy
to commit bank, wire, and securities fraud, and to lying to SIGTARP and Federal
Bureau of Investigation (“FBI”) agents. Bowman admitted that from 2003 through
August 2009, he and his co-conspirators, including Farkas, engaged in a fraud
scheme that caused Colonial Bank and Colonial to purchase tens of millions of
dollars of worthless assets. They also caused Colonial to report false information
in its financial statements and to artificially inflate the value of TBW’s mortgageservicing rights.
Sean W. Ragland, the former senior financial analyst at TBW, pled guilty on
March 31, 2011, to conspiring to commit bank and wire fraud for his role in the
scheme to defraud financial investors in Ocala Funding. Ragland learned of the
Ocala Funding “hole” and reported its status to senior TBW executives. Ragland
was also aware that TBW co-conspirators were improperly transferring hundreds of
millions of dollars from Ocala Funding to TBW accounts. Ragland admitted that,
at the direction of other co-conspirators, he prepared fraudulent documents that
inflated the aggregate value of the loans held in Ocala Funding. He sent this false
information to the financial institution’s investors, other third parties, and to an
outside auditing firm. Ragland was sentenced to three months in prison on June
21, 2011.
Teresa Kelly, the former operations supervisor in Colonial Bank’s Mortgage
Warehouse Lending Division, pled guilty on March 16, 2011, to conspiracy to
commit bank, wire, and securities fraud. According to court records, Kelly and her
co-conspirators caused TBW to engage in sales to Colonial Bank of fictitious securities that were not backed by collateral and had no value. Kelly and others caused
the false information to be entered into Colonial Bank’s books and records, giving
the appearance that Colonial Bank owned a 99% interest in legitimate securities
serviced by TBW, when in fact the securities had no value and could not be sold.
Kelly was sentenced to three months in prison on June 17, 2011.
quarterly report to congress I july 28, 2011
The cases, brought in coordination with the President’s Financial Fraud
Enforcement Task Force (“FFETF”), were investigated by SIGTARP, FBI, the
Office of the Inspector General of the FDIC (“FDIC OIG”), the Office of the
Inspector General of HUD (“HUD OIG”), the Office of the Inspector General of
the Federal Housing Finance Agency (“FHFA OIG”), and the Internal Revenue
Service Criminal Investigation Division (“IRS-CI”). The Financial Crimes
Enforcement Network (“FinCEN”) of the Department of the Treasury also provided support. The Securities and Exchange Commission (“SEC”) has filed enforcement actions against Farkas, Kissick, Brown, and Kelly.
FirstCity Bank
As previously reported, on March 16, 2011, a Federal grand jury sitting in the
Northern District of Georgia indicted Mark A. Conner and Clayton A. Coe, two former top officers of FirstCity Bank (“FirstCity”) in Stockbridge, Georgia, on Federal
bank fraud charges relating to alleged misconduct at FirstCity, which was an
unsuccessful TARP applicant. On June 22, 2011, a superseding indictment was returned against Conner, Coe, and FirstCity’s in-house counsel, Robert E. Maloney.
Federal agents previously arrested Conner and Coe and a Federal judge ordered
Conner to remain in the custody of the U.S. Marshals Service pending trial. Coe
was released to home detention and electronic monitoring. Maloney was arraigned
on the Federal charges on June 24, 2011.
The superseding indictment charges Conner, Coe, and Maloney with conspiracy
to commit bank fraud, making false entries in the records of an FDIC-insured financial institution, and conspiracy to commit money laundering. It also charges Conner
with conducting a continuing financial crimes enterprise at the bank between
February 2006 and February 2008, during which Conner and his co-conspirators’
crimes allegedly generated over $5 million in unlawful gross proceeds, and it charges
Coe with making a false Federal credit application. The superseding indictment
alleges that Connor, Coe, Maloney, and others conspired to defraud FirstCity’s loan
committee and board of directors into approving multiple, multi-million dollar commercial loans to borrowers who, unbeknownst to FirstCity, were actually purchasing
property owned by Conner or Coe personally. Conner, Coe, Maloney, and their coconspirators then allegedly caused at least 10 other federally-insured banks to invest
in, or “participate in” the fraudulent loans based on these and other fraudulent misrepresentations. That shifted all or part of the risk of default to the other banks. Coe’s
bonus compensation was tied to the origination of FirstCity loans, including the
fraudulent loans with which he and Conner allegedly assisted each other. Maloney is
alleged to have taken extra payments in the form of “legal fees” from the fraudulent
transactions, even though as corporate counsel he was actually a salaried employee
of FirstCity. He also allegedly helped launder and distribute funds to, for the benefit
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of Conner, Coe, other co-conspirators, or himself through an attorney trust account
maintained at the bank. In the process of defrauding FirstCity and the “participating”
banks, Conner, Coe, Maloney, and their co-conspirators allegedly routinely misled
Federal and state bank regulators and examiners to conceal their unlawful scheme.
They also unsuccessfully sought TARP funds and engaged in other misconduct in
an attempt to avoid seizure by regulators and prevent the discovery of their fraud.
FirstCity was seized by Federal and state authorities on March 20, 2009.
The case is being investigated by SIGTARP, FBI, IRS-CI, and FDIC OIG.
Compliance Audit Solutions
On April 28, 2011, a Federal grand jury sitting in the Southern District of
California returned an indictment against three individuals, Ziad al Saffar, Sara
Beth Rosengrant, and Daniel al Saffar, for allegedly perpetrating a fraudulent
mortgage modification business under the names Compliance Audit Solutions,
Inc. (“CAS”), and CAS Group, Inc. Ziad al Saffar, Rosengrant, and Daniel al Saffar
were each charged with one count of conspiracy to commit wire fraud and mail
fraud. All three defendants were arrested on April 29, 2011. Ziad al Saffar and
Rosengrant operated CAS and CAS Group, Inc. and Daniel al Saffar worked as a
sales representative.
The indictment alleges that CAS and CAS Group targeted homeowners who
were seeking to modify their mortgages, most of whom were already behind on
their mortgage payments or unable to afford their mortgages. CAS and CAS Group
allegedly solicited these struggling homeowners through paid Internet advertising
targeting certain Internet searches and websites with names such as “hampnow.
org” and “obamahope4homeowners.com.” According to the indictment, the ads
and websites were designed to suggest that CAS and CAS Group were affiliated
with the Federal Government. The indictment further alleges that the defendants
made false representations to homeowners that CAS and CAS Group were affiliated with or were part of the U.S. Department of Housing and Urban Development
(“HUD”), that Zaid al Saffar worked for HUD, and that they were participating in a
Federal program called “Hope for Homeowners.” However, CAS, CAS Group, and
the other defendants had no affiliation with the Federal Government or the Home
Affordable Modification Program (“HAMP”). The defendants engaged in this alleged misconduct at a time when Treasury was administering HAMP to encourage
loan servicers and investors to modify mortgages to reduce to affordable levels the
monthly payments of homeowners who were at risk of default.
According to the indictment, it was further part of the conspiracy that Zaid al
Saffar and Daniel al Saffar attempted to sell homeowners an “audit” of their home
mortgage that they claimed was virtually certain to identify “violations” that could
be used to force banks to negotiate new terms for the loans. Homeowners were
quarterly report to congress I july 28, 2011
charged an initial fee of between $995 and $3,500 for such an “audit” of their
mortgage. After providing homeowners with an audit, which CAS or CAS Group
would purchase from another company, Zaid al Saffar and others made additional
false representations to induce homeowners to send more money to CAS, CAS
Group, or accounts controlled by Zaid al Saffar. These additional misrepresentations included claims that the audit fees were tax deductible, that the banks have
agreed to renegotiate the terms of the homeowner’s loan to reduce the principal
balance and interest rate, that CAS and CAS Group had an “attorney” on staff who
could finalize these negotiations with the bank on behalf of the homeowner, and
that additional “good faith” payments were necessary to finalize the loan modification and that such payments would be held in escrow until the loan modification
was complete.
The case is being investigated by SIGTARP and FBI.
Orion Bank
As previously reported, on March 30, 2011, a Federal grand jury sitting in the
Middle District of Florida returned an indictment against Jerry J. Williams, former
president, CEO, and board chairman of Orion Bancorp, Inc., and Orion Bank
(“Orion”), for conspiracy to commit bank fraud and to deceive Federal and state
bank examiners. Williams was also charged with two counts of misapplication
of bank funds; two counts of making false entries in Orion’s reports; mail fraud;
wire fraud; and money laundering. In October 2008, Orion Bancorp, Inc. filed an
unsuccessful application for $64 million of TARP money through CPP. According
to the indictment, Williams orchestrated a complex conspiracy to fraudulently
raise $100 million in capital and falsify bank records in order to mislead state and
Federal regulators as to the bank’s true financial condition. This was accomplished
by two “round-trip” transactions through which Orion’s own funds were used to
create the illusion of genuine capital infusions, creating the false impression to
regulators that Orion’s capital position had improved considerably.
On May 2, 2011, Francesco Mileto, a former customer of Orion, and Thomas
Hebble, and Angel Guerzon, both of whom are former officers of Orion, all pled
guilty to conspiracy to commit bank fraud while Hebble and Guerzon also pled
guilty to obstruction of a Federal bank examination for their roles in the scheme.
They are expected to be sentenced in 2012. Florida’s Office of Financial Regulation
closed Orion Bank on November 13, 2009, and named the FDIC as receiver. The
FDIC estimates that Orion’s failure will cost the Deposit Insurance Fund more
than $600 million.
The case is being investigated by SIGTARP, FBI, IRS-CI, the Office of the
Inspector General of the Federal Reserve Board (“FRB OIG”), and FDIC OIG.
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special inspector general I troubled asset relief program
Nations Housing Modification Center
As discussed in previous SIGTARP reports, Glenn Rosofsky, Roger Jones, and
Michael Trap pled guilty to their involvement in a fraudulent loan-modification
scheme. The conspiracy sold loan-modification services to homeowners who
were delinquent on their monthly mortgage payments. Using the names “Nations
Housing Modification Center” (“NHMC”) and “Federal Housing Modification
Department,” the conspiracy used false and fraudulent statements and representations to induce customers to pay advance fees of $2,500 to $3,000 each to
purchase loan-modification services from NHMC. Included among the misrepresentations made by the defendants was that NHMC was affiliated with the Federal
Government or HAMP and was located on Capitol Hill in Washington, DC. In
fact, as Trapp admitted, NHMC had no connection to the Federal Government or
HAMP and its only presence in Washington, DC, was a rented post office box. The
fraud grossed at least $900,000 from more than 300 homeowners.
On June 10, 2011, Trap was sentenced by the U.S. District Court for the
Southern District of California to 30 months incarceration and three years of
supervised release and ordered to pay restitution of $460,249 following his earlier
guilty plea to one count of conspiracy to commit wire fraud and money laundering,
and one count of money laundering.
Previously, on January 24, 2011, Rosofsky was sentenced by the U.S. District
Court for the Southern District of California to 63 months incarceration and 36
months of supervised release and ordered to pay restitution of $456,749. The same
court also sentenced Jones, on January 18, 2011, to 33 months incarceration and
36 months of supervised release, and ordered him to pay restitution of $456,749.
The case was investigated by SIGTARP, IRS-CI, the Federal Trade Commission
(“FTC”), the San Diego District Attorney’s Office, and the U.S. Attorney’s Office
for the Southern District of California, with the support of FinCEN and the New
York High Intensity Financial Crime Area.
Omni National Bank
As previously reported, Omni National Bank (“Omni”), a national bank headquartered in Atlanta, failed and was taken over by the FDIC on March 27, 2009. Prior
to its failure, Omni applied for, but did not receive, TARP funding under CPP.
SIGTARP’s participation in a mortgage fraud task force, which also includes the
U.S. Attorney’s Office for the Northern District of Georgia, FDIC OIG, HUD OIG,
the U.S. Postal Inspection Services (“USPIS”), and FBI, has resulted in criminal
charges, convictions, and sentencings against multiple individuals concerning
Omni.
Most recently, on June 1, 2011, Karim Walthour Lawrence, a former loan officer of Omni, was sentenced by the U.S. District Court for the Northern District
of Georgia to serve 21 months in Federal prison on charges of accepting bribes
quarterly report to congress I july 28, 2011
from contractors he selected to renovate Omni-foreclosed properties while he was
an officer for Omni. Lawrence pled guilty in January 2011 to one count of receiving commissions or gifts for procurement of loans. In his role as a bank officer at
Omni, from February 2008 to March 2009, Lawrence had the authority to select
contractors to perform renovations on foreclosed properties the bank owned.
Lawrence corruptly accepted hundreds of thousands of dollars from contractors
who wanted to perform work on the Omni houses. Contractors who hoped to influence Lawrence paid him more than $600,000 in cash and services.
On April 22, 2011, Jeffrey L. Levine, a former executive vice president of Omni
and head of the bank’s Community Redevelopment Lending Department, was
sentenced by the U.S. District Court for the Northern District of Georgia to serve
five years in prison on charges of causing materially false entries to be made on the
books, reports, and statements of the bank that overvalued the bank’s assets. Levine
and others at Omni failed to disclose many exceptions made to Omni’s policies and
procedures that resulted in Omni being exposed to greater risk of loss. Practices
that went unreported included: diversion of loan proceeds escrowed for rehab;
excessive credit concentrations to a single borrower; funding additional loans for
Omni foreclosures at ever-increasing amounts; and failing to create sufficient
reserves for those questionable loans or to properly record them on Omni’s books
and records.
Also on April 22, 2011, Delroy Oliver Davy was sentenced by the same court to
serve 14 years in prison on charges of bank fraud and conspiring to commit bank,
mail, and wire fraud. Davy’s conduct included forming corporations and companies
to purchase properties from financial institutions secured by the FDIC, including
Omni. Davy would “flip” the properties within a short period of time to unqualified “investors,” and arrange mortgage loans from banks based on false qualifying
information, all while concealing from the lenders that his own companies had
recently purchased the properties for amounts significantly less than the new loans.
Davy paid kickbacks to a loan officer at Omni, as well as to employees at another
lender, who approved the funding for his “investors.” Ultimately, Davy’s scheme
forced many properties into foreclosure, causing lenders, insurers and others to incur millions of dollars in losses. Davy also collected money from investors by falsely
promising they would receive property, which they never received.
Previously, Brent Merriell was sentenced in August 2010 to 39 months in prison
for his role in a scheme to prompt Omni to forgive $2.2 million in loans. Merriell
had pled guilty to charges of making false statements to the FDIC and six counts of
aggravated identity theft in connection with the scheme. In addition, Christopher
Bernard Loving was sentenced in August 2010 to three years of probation for making false statements to agents of SIGTARP and the FDIC in connection with an
investigation of kickbacks he paid Lawrence for construction contracts.
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special inspector general I troubled asset relief program
Mount Vernon Money Center
On June 16, 2011, Robert Egan, former president of the Mount Vernon Money
Center (“MVMC”), and Bernard McGarry, former chief operating officer of
MVMC, were sentenced by the U.S. District Court for the Southern District of
New York to 11 and five years in prison, respectively, and three years of supervised
release, for their roles in defrauding banks that had received TARP funds and other
MVMC clients. An Order of Forfeiture in the amount of $70 million was also entered by the court. Restitution orders will be determined at a later date.
As discussed in previous SIGTARP reports, Egan and McGarry each pled
guilty in late 2010 to conspiracy to commit bank fraud and wire fraud. The guilty
pleas arose from a scheme in which Egan and McGarry defrauded MVMC clients,
including banks that had received TARP funds, universities, and hospitals, out of
more than $60 million that had been entrusted to MVMC. MVMC engaged in various cash management businesses, including replenishing cash in more than 5,300
automated teller machines owned by financial institutions. From 2005 through
February 2010, Egan and McGarry solicited and collected hundreds of millions
of dollars from MVMC’s clients on the false representations that they would not
co-mingle clients’ funds or use the funds for purposes other than those specified in
the various contracts with their clients. Relying upon the continual influx of funds,
Egan and McGarry misappropriated the clients’ funds for their own and MVMC’s
use, to cover operating expenses of the MVMC operating entities, to repay prior
obligations to clients, or for their own personal enrichment.
This case was jointly investigated by SIGTARP, FBI and the U.S. Attorney’s
Office for the Southern District of New York.
The Park Avenue Bank
On May 18, 2011, Carlos Peralta was sentenced by the U.S. District Court for
the Southern District of New York to 12 months and one day of confinement and
three years of supervised released for wire fraud. Peralta participated in a fraudulent investment scheme through which he caused the pastors of a church in Coral
Springs, Florida, to wire $103,940 from a Florida bank account to one at The Park
Avenue Bank (“Park Avenue Bank”) in New York.
As discussed in previous SIGTARP reports, on October 8, 2010, Charles
Antonucci, former president and CEO of Park Avenue Bank, pled guilty in the
U.S. District Court for the Southern District of New York to offenses including
securities fraud, making false statements to bank regulators, bank bribery, and
embezzlement of bank funds. Antonucci had previously been arrested in March
2010 after attempting to steal $11 million of TARP funds by, among other things,
making fraudulent claims about the bank’s capital position related to a TARP application. With his guilty plea, Antonucci became the first defendant convicted of
attempting to steal from the taxpayers’ investment in TARP.
quarterly report to congress I july 28, 2011
The case is being investigated by SIGTARP, FBI, U.S. Immigration and
Customs Enforcement, the New York State Banking Department Criminal
Investigations Bureau, and FDIC OIG.
Karl Rodney (New York Carib News, Inc.)
On July 22, 2011, Karl B. Rodney was sentenced by the U.S. District Court for the
District of Columbia to two years’ probation, plus a fine and community service,
following his previous guilty plea to one count of making a false statement within
the jurisdiction of a Committee of the U.S. House of Representatives.
As discussed in previous SIGTARP reports, on February 11, 2011, a criminal
information was filed in the U.S. District Court for the District of Columbia by
prosecutors with the Department of Justice’s Public Integrity Section charging
Rodney, co-founder of Carib News, Inc., and the Carib News Foundation, with
one count of making a false statement within the jurisdiction of a Committee of
the U.S. House of Representatives in seeking approval for a privately funded trip to
the “Carib News Foundation Multi-National Business Conference” in Antigua and
Barbuda in November 2007. Several key sponsors of the conference were TARP
recipient banks. The information charges Rodney with violating the Federal false
statement statute for failing to “identify [in the travel certification form submitted
to the Committee] all the sponsors of the trip” and for failing “to disclose [in the
certification form] all the sources that had earmarked funds and other support to
finance aspects of the trip.”
The case was investigated by SIGTARP and FBI.
SIGTARP Audit Activity
SIGTARP has initiated a total of 28 audits and two evaluations since its inception.
SIGTARP has issued a total of 14 audit reports, including one since the close of the
quarter ended March 31, 2011. In addition, 13 other previously announced audits
and evaluations are in progress. Some examples of ongoing audits and evaluations
include a review of the following: (i) process that Treasury and Federal banking
regulators established for banks to repay Treasury and exit TARP; (ii) criteria used
by Treasury to select states and programs to receive money under the Hardest Hit
Fund; (iii) review of Treasury and the Auto Task Force’s role in the decision of
General Motors Company to “top up” the pension plan for hourly workers of Delphi
Automotive LLP; and (iv) application of the HAMP net present value test.
Recent Audits Released
On April 14, 2011, SIGTARP released the audit report, “Treasury’s Process for
Contracting for Professional Services under the Troubled Asset Relief Program.”
A complete list of SIGTARP’s released
audit reports and audit engagement
memorandums since SIGTARP’s
inception is posted at www.sigtarp.gov/
audits.shtml
For a discussion of SIGTARP’s recommendations to Treasury to address weaknesses in Treasury’s Office of Financial
Stability (“OFS”) contracts for legal services as well as OFS procedures for the
review of legal bills, see SIGTARP’s April
2011 Quarterly Report, pages 182-185.
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special inspector general I troubled asset relief program
SIGTARP Hotline
One of SIGTARP’s primary investigative priorities is to operate the SIGTARP
Hotline and thus provide a simple, accessible way for the American public to report
concerns, allegations, information, and evidence of violations of criminal and civil
laws in connection with TARP. From its inception in February 2009 through June
30, 2011, the SIGTARP Hotline has received and analyzed more than 27,500
Hotline contacts. These contacts run the gamut from expressions of concern over
the economy to serious allegations of fraud involving TARP, and a substantial number of SIGTARP’s investigations were generated in connection with Hotline tips.
The SIGTARP Hotline can receive information anonymously. SIGTARP honors all
applicable whistleblower protections and will provide confidentiality to the fullest
extent possible. SIGTARP urges anyone aware of waste, fraud or abuse involving
TARP programs or funds, whether it involves the Federal Government, state and
local entities, private firms, or individuals, to contact its representatives at 877-SIG2009 or www.sigtarp.gov.
Communications with Congress
One of the primary functions of SIGTARP is to ensure that members of Congress
remain adequately and promptly informed of developments in TARP initiatives and
of SIGTARP’s oversight activities. To fulfill that role, the Acting Special Inspector
General and her staff meet regularly with and brief members and Congressional staff:
• On April 26 and 28, 2011, Acting Special Inspector General Christy Romero
presented open-ended briefings for Senate and House staff, respectively. The
focus of each briefing was SIGTARP’s April 2011 Quarterly Report.
• On June 14, 2011, Acting Special Inspector General Christy Romero testified
before the House Committee on Financial Services, Subcommittee on Financial
Institutions and Consumer Credit. The title of the hearing was “Does the Dodd
Frank Act End ‘Too Big To Fail’?” Acting Special Inspector General Romero’s
testimony included an overview of SIGTARP’s January 2011 Audit Report, entitled “Extraordinary Financial Assistance Provided to Citigroup, Inc.” This audit
examined the basis for the Government’s decision to deem Citigroup to be too
systemically significant to be allowed to fail and to provide it with not just $25
billion through the Capital Purchase Program, but also additional Government
assistance in the amount of a $20 billion capital injection through the Targeted
Investment Program and Government guarantees against losses on certain
assets under the Asset Guarantee Program. Acting Special Inspector General
Romero’s testimony also focused on the impact of TARP and the Dodd-Frank
Wall Street Reform and Consumer Protection Act on the problems related to
the continued existence of institutions deemed “too big to fail” and the process
for designating systemically important financial institutions.
25
quarterly report to congress I july 28, 2011
Copies of the written testimony, hearing transcripts, and a variety of other materials associated with Congressional hearings since SIGTARP’s inception are posted
at www.sigtarp.gov/reports.shtml.
THE SIGTARP ORGANIZATION
SIGTARP has worked to build its organization through various complementary
strategies, leveraging the resources of other agencies, and, where appropriate
and cost-effective, obtaining services through SIGTARP’s authority to contract.
SIGTARP continues to make substantial progress in building its operation.
Hiring
As of June 30, 2011, SIGTARP had 146 personnel, including two detailees from
FHFA. SIGTARP’s employees hail from many Federal agencies, including the
Justice Department, FBI, IRS-CI, Air Force Office of Special Investigations,
the Government Accountability Office (“GAO”), the Congressional Oversight
Panel for TARP, the Transportation Department, the Energy Department, the
SEC, the Secret Service, USPS, U.S. Army Criminal Investigation Command,
Naval Criminal Investigative Service, Treasury-Office of the Inspector General,
Department of Energy-Office of the Inspector General, Department of
Transportation-Office of the Inspector General, Department of Homeland
Security-Office of the Inspector General, FDIC OIG, Office of the Special
Inspector General for Iraq Reconstruction, and HUD OIG. SIGTARP employees
also hail from various private-sector businesses and law firms. Hiring is ongoing.
The SIGTARP organizational chart, as of July 3, 2011, can be found in Appendix I:
“Organizational Chart.”
Budget
On February 2, 2010, the Administration submitted to Congress Treasury’s fiscal year 2011 budget request, which includes SIGTARP’s full initial request for
$49.6 million. Adjusting for the fiscal year 2011 pay-raise reduction, the annual
amount has been revised to $49.4 million. Public Law 111-242, Public Law 111322, Public Law 112-4 and Public Law 112-6, the Continuing Appropriations Act
of 2011 as amended and extended through April 8, 2011, provides $18.9 million based on an annual estimate of $36.3 million. Figure 1.1 provides a detailed
breakdown of SIGTARP’s fiscal year 2011 budget, which reflects an adjusted total
spending plan of $40.2 million, which includes, among other things, portions of
SIGTARP’s initial funding that have not yet been spent.
On February 14, 2011, the Administration submitted to Congress Treasury’s
fiscal year 2012 budget request, which includes SIGTARP’s funding request for
Figure 1.1
SIGTARP FY 2011
PROPOSED OPERATING PLAN
($ MILLIONS, PERCENTAGE OF $40.2 MILLION)
Other Services
$1.9, 5%
Advisory Services
$5.4
13%
Interagency
Agreements
$9.4
55%
23%
Salaries
and
$22.0
Travel/
Transportation
$1.4, 4%
Figure 1.2
SIGTARP FY 2012
PROPOSED BUDGET
($ MILLIONS, PERCENTAGE OF $47.2 MILLION)
Other Services
$2.0, 4%
Advisory Services
$3.5
Interagency
Agreements
$11.2
Travel/
Transportation
$1.3, 3%
7%
24%
62%
Salaries
and
$29.2
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special inspector general I troubled asset relief program
$47.4 million. Figure 1.2 provides a detailed breakdown of SIGTARP’s fiscal year
2012 budget, which reflects a total of $47.2 million.
Physical and Technical SIGTARP Infrastructure
SIGTARP occupies office space at 1801 L Street, NW, in Washington, DC, the
same office building in which most Treasury officials managing TARP are located.
To facilitate more efficient and effective oversight across the nation, SIGTARP has
regional offices in New York City, Los Angeles, San Francisco, and Atlanta.
SIGTARP has a website, www.SIGTARP.gov, on which it posts all of its reports,
testimony, audits, contracts, and more. Since its inception, SIGTARP’s website has
had more than 50.7 million web “hits,” and there have been more than 3.6 million
downloads of SIGTARP’s quarterly reports, which are available on the site.1
1
In October 2009 Treasury started to encounter challenges with its website counting system, and, as a result, changed to a new system
in January 2010. SIGTARP has calculated the total number of website hits reported herein based on the number reported to SIGTARP
as of September 30, 2009, plus an archived number provided by Treasury for October — December 2009 and information generated
from Treasury’s new system from January 2010 through June 2011.
sect io n 2
tarp overview
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special inspector general I troubled asset relief program
quarterly report to congress I July 28, 2011
This section summarizes how the U.S. Department of the Treasury (“Treasury”)
has managed the Troubled Asset Relief Program (“TARP”). This section also
reviews TARP’s overall finances, provides updates on established TARP component
programs, and gives the status of TARP executive compensation restrictions.
TARP FUNDS UPDATE
Because TARP investment authority expired on October 3, 2010, no new
obligations may be made with TARP funds. However, dollars that have already
been obligated to existing programs may still be expended. As of October 3, 2010,
$474.8 billion had been obligated to 13 announced programs. Of the obligated
amount, as of June 30, 2011, $412.1 billion had been spent and $53.2 billion
remained obligated and available to be spent after accounting for reductions in
exposure related to the Asset Guarantee Program (“AGP”) and the termination of
equity and debt facilities for AIG and Chrysler, respectively, that were never drawn
down.1 According to Treasury, as of June 30, 2011, $130.5 billion of TARP funds
remained outstanding after accounting for losses and write-offs.
Initial authorization for TARP funding came through the Emergency Economic
Stabilization Act of 2008 (“EESA”), which was signed into law on October 3,
2008.2 EESA appropriated $700 billion to “restore liquidity and stability to the
financial system of the United States.”3 On December 9, 2009, the Secretary of the
Treasury (“Treasury Secretary”) exercised the powers granted him under Section
120(b) of EESA and extended TARP through October 3, 2010.4 In accordance
with Section 106(e) of EESA, Treasury may expend TARP funds after October 3,
2010, as long as it does so pursuant to obligations entered into before that date.5
The Dodd-Frank Wall Street Reform and Consumer Protection Act (“DoddFrank Act”), which became law (Public Law 111-203) on July 21, 2010, amended
the timing and amount of TARP funding.6 The upper limit of the Treasury
Secretary’s authority to purchase and guarantee assets under TARP was reduced to
$475 billion from the original $700 billion available.
With the expiration of TARP funding authorization, no new expenditures may
be made through the Capital Purchase Program (“CPP”), the Capital Assistance
Program (“CAP”), the Targeted Investment Program (“TIP”), AGP, the Auto Supplier
Support Program (“ASSP”), the Auto Warranty Commitment Program (“AWCP”),
the Unlocking Credit for Small Businesses (“UCSB”) initiative, the Community
Development Capital Initiative (“CDCI”), the Systemically Significant Failing
Institutions (“SSFI”) program, and the Automotive Industry Financing Program
(“AIFP”) because all obligated dollars have been spent. For three programs — the
Making Home Affordable (“MHA”) program, the Term Asset-Backed Securities
Loan Facility (“TALF”), and the Public-Private Investment Program (“PPIP”) —
dollars that were obligated but unspent as of October 3, 2010, are available to be
Obligations: Definite commitments that
create a legal liability for the Government to pay funds.
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special inspector general I troubled asset relief program
expended up to the obligated amount. No new obligations may be made for TARP
programs. Table 2.1 provides a breakdown of program obligations, expenditures, and
obligations available to be spent as of June 30, 2011. Table 2.1 lists 10 TARP subprograms, instead of all 13, because it excludes CAP (which was never funded) and
summarizes three programs under “Automotive Industry Support Programs.”
Table 2.1
OBLIGATIONS, EXPENDITURES, AND OBLIGATIONS AVAILABLE TO BE SPENT
($ Billions)
Program
Obligation
Expenditure
Available to
Be Spent
$43.6
Housing Support Programs
$45.6
$2.0
CPP
204.9
204.9
0.0
CDCI
0.6
0.2
0.0a
SSFI
69.8
67.8
0.0
TIP
40.0
40.0
0.0
AGP
5.0
0.0
0.0
TALF
4.3
0.1
4.2
PPIP
22.4
17.0
5.4b
UCSB
0.4
0.4
0.0
81.8
79.7
0.0
$474.8
$412.1
$53.2d
Automotive Industry Support
Programs (AIFP, ASSP, and AWCP)c
Total
Notes: Numbers may not total due to rounding. Obligation figures are as of 10/3/2010 and expenditure figures are as of 6/30/2011.
a
C
DCI obligation amount of $570.1 million. There are no remaining dollars to be spent on CDCI. Of the total obligation, $363.3 million
was related to CPP conversions for which no additional CDCI cash was expended and $100.7 million was for new CDCI expenditures
for previous CPP participants. Of the total obligation, only $106 million went to non-CPP institutions.
b
Total obligation of $22.4 billion and expenditure of $17 billion for PPIP includes $356.3 million of the initial obligation to The TCW
Group, Inc. (“TCW”) that was funded. TCW subsequently repaid the funds that were invested in its PPIF; however, these dollars are not
included in the amount available to be spent.
c
Obligations include $80.7 billion for AIFP, $0.6 billion for AWCP, and $0.4 billion for ASSP.
d
The $5 billion reduction in exposure under AGP is not included in the expenditure total because this amount was not an actual cash
outlay.
Sources: Treasury, Transactions Report, 7/1/2011, accessed 7/13/2011; Treasury, responses to SIGTARP data call, 7/8/2011,
7/13/2011.
Cost Estimates
Several Government agencies are responsible under EESA for generating cost
estimates for TARP, including the Office of Management and Budget (“OMB”), the
Congressional Budget Office (“CBO”), and Treasury, whose estimated costs are audited each year by the Government Accountability Office (“GAO”). Beginning with
CBO’s March 2009 cost estimate of a $356 billion loss and OMB’s August 2009
cost estimate of a $341 billion loss, the cost estimates have continued to decrease.7
On November 15, 2010, Treasury issued its fiscal year audited agency financial
statements for TARP, which contained its cost estimate as of September 30, 2010.
Treasury estimated that the ultimate cost of TARP would be $78 billion, down from
its previous cost estimates of $101 billion on May 13, 2010, and $105 billion on
March 31, 2010.
quarterly report to congress I July 28, 2011
On February 14, 2011, OMB issued the Administration’s fiscal year 2012
budget proposal, which contained an estimated lifetime cost estimate for TARP of
$48 billion. In calculating the estimate, OMB used data as of November 30, 2010.8
Postings on Treasury’s website indicate that Treasury appears to have adopted the
$48 billion estimate in the Administration’s fiscal year 2012 budget.9 The $48
billion estimate assumes that all housing funds will be spent. However, in its most
recent 105(a) report to Congress, Treasury estimated that as of March 31, 2011,
the ultimate cost of TARP would be $49.3 billion.10
On March 29, 2011, CBO issued an updated TARP cost estimate based on its
evaluation as of March 3, 2011.11 CBO estimated that the ultimate cost of TARP
would be $19 billion.12
The most recent TARP program cost estimates from each agency are listed in
Table 2.2.
According to Treasury, the highest losses from TARP are expected to come
primarily from housing programs and assistance to AIG and the automotive
industry.13 A notable difference exists between CBO’s estimate for TARP housing
programs, which assumes that only $13 billion of the $46 billion obligated will be
spent, and Treasury’s and OMB’s assertions that all of the obligated funds will be
expended.14
31
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special inspector general I troubled asset relief program
Table 2.2
Cost (gain) of TARP Programs
($ Billions)
OMB Estimate,
President’s FY
2012 Budget
2/14/2011
11/30/2010
$46
CBO
Estimate
3/29/2011
3/3/2011
$13
Treasury Estimate,
TARP Audited Agency
Financial Statement
11/15/2010
9/30/2010
$46
CPP
(6)
(16)
(11)
SSFI
12
14
37
TIP and AGP
(7)
(7)
(8)
TALF
0
0
0
PPIP
0
0
(1)
20
14
15
Program Name
Report issued:
Data as of:
Housing Support Programs
Automotive Industry Support
Programsa
Otherb
*
*
*
Total
$64
$19c
$78d
Interest on Reestimatese
(16)
Adjusted Total
$48d
Notes: Numbers may not total due to rounding.
a
Includes AIFP, ASSP, and AWCP.
b
Consists of CDCI and UCSB, both of which have estimated costs between negative $500 million and $500 million.
c
The estimate is before administrative costs and interest effects.
d
The estimate includes interest on reestimates but excludes administrative costs.
e
C
umulative interest on reestimates is an adjustment for interest effects on changes in TARP subsidy costs from original subsidy
estimates; such amounts are a component of the deficit impacts of TARP programs but are not a direct programmatic cost.
Sources: OMB Estimate—OMB, “Analytical Perspectives, Budget of the United States Government, Fiscal Year 2012,” 2/14/2011,
www.whitehouse.gov/sites/default/files/omb/budget/fy2012/assets/spec.pdf, accessed 7/14/2011; CBO Estimate—CBO, “Report
on the Troubled Asset Relief Program–March 2011,” 3/2011, www.cbo.gov/ftpdocs/121xx/doc12118/03-29-TARP.pdf, accessed
7/14/2011; CBO, response to SIGTARP data call, 3/31/2011; Treasury Estimate—Treasury, “Office of Financial Stability Agency
Financial Report–Fiscal Year 2010,” 9/30/2010, www.treasury.gov/initiatives/financial-stability/briefing-room/reports/agency_reports/
Documents/2010%200FS%20AFR%20Nov%2015.pdf, accessed 7/14/2011.
FINANCIAL OVERVIEW OF TARP
The enactment of the Dodd-Frank Act reduced TARP’s maximum investment
authority from $698.8 billion to $475 billion.15 The $698.8 billion represented the
initial $700 billion authorized for TARP by EESA less a $1.2 billion reduction as a
result of the Helping Families Save Their Homes Act of 2009.16 Treasury has obligated $474.8 billion of the $475 billion. Of the total obligations, $412.1 billion was
expended as of June 30, 2011, through 13 announced programs intended to support U.S. financial institutions, companies, and individual mortgage borrowers.17
According to Treasury, as of June 30, 2011, 120 TARP recipients had paid back
all of their principal or repurchased shares and 21 TARP recipients had partially
repaid their principal or repurchased their shares, for a total of $269 billion.18
According to Treasury, as of June 30, 2011, $130.5 billion of TARP funds remained
outstanding, including losses and write-offs. There remains approximately $53.2
billion still available to be spent.19 Figure 2.1 provides a snapshot of the cumulative obligations, expenditures, repayments, and exposure reductions as of June 30,
33
quarterly report to congress I July 28, 2011
Figure 2.1
2011. As of June 30, 2011, the Government had also collected $39 billion in interest, dividends, and other income, including approximately $9 billion in proceeds
from the sale of warrants and stock received as a result of exercised warrants.20
Most of the outstanding TARP money is in the form of equity ownership in
troubled, or previously troubled, companies. Treasury (and therefore the taxpayer) remains a shareholder in companies that have not repaid the Government.
Treasury’s equity ownership is largely in two forms — common and preferred stock
— although it also has received debt in the form of senior subordinated debentures.
As of June 30, 2011, obligated funds totaling $53.2 billion were still available to
be drawn down by TARP recipients under three of TARP’s 13 announced programs.21 TARP’s component programs fall into four categories, depending on the
type of assistance offered:
CUMULATIVE TARP OBLIGATIONS,
EXPENDITURES, REPAYMENTS, AND
REDUCTIONS IN EXPOSURE
($ BILLIONS)
$500
400
$474.8
$412.1
300
$269.0
200
100
0
• Housing Support Programs — These programs are intended to help homeowners who are having trouble making their mortgage payments by subsidizing
loan modifications, loan servicer costs, potential equity declines, and incentives
for foreclosure alternatives.
• Financial Institution Support Programs — These programs share a common
stated goal of stabilizing financial markets and improving the economy.
• Asset Support Programs — These programs attempt to support asset values
and market liquidity by providing funding to certain holders or purchasers of
assets.
• Automotive Industry Support Programs — These programs are intended to
stabilize the U.S. automotive industry and promote market stability.
Housing Support Programs
The stated purpose of TARP’s housing support programs is to help homeowners and financial institutions that hold troubled housing-related assets. Although
Treasury originally committed to use $50 billion in TARP funds for these programs,
it obligated only $45.6 billion.22 As of June 30, 2011, $2 billion, or 4.3% of this
amount, has been expended.
Common Stock: Equity ownership entitling
an individual to share in corporate earnings and voting rights.
Preferred Stock: Equity ownership that
usually pays a fixed dividend before distributions for common stock owners but only
after payments due to debt holders and
depositors. It typically confers no voting
rights. Preferred stock also has priority
over common stock in the distribution
of assets when a bankrupt company is
liquidated.
TARP
Obligationsa
TARP
Expendituresb
TARP
Repaymentsc
Notes: Numbers may not total due to rounding.
Obligations reported as of 10/3/2010. Expenditures
and repayments and reductions in exposure reported
as of 6/30/2011.
a
Treasury experienced a $2.6 billion loss on some
investments under the Capital Purchase Program
(“CPP”).
b
Expenditure total does not include $5.0 billion for
AGP as this amount was not an actual cash outlay.
c
Repayments include $180.6 billion for CPP, $40.0
billion for TIP, $34.7 billion for auto programs, $1.1
billion for PPIP, $12.8 billion for SSFI. The $12.8
billion payment for SSFI includes amounts applied to
pay (i) accrued preferred returns, (ii) redeem the
outstanding liquidation amount, and according to
Treasury, does not include proceeds from the sale
of AIG stock that Treasury received from the AIG
Credit Facility Trust during the January 2011
Recapitalization.
Sources: Treasury, Transactions Report, 7/1/2011;
accessed 7/13/2011; Treasury, response to
SIGTARP data call, 7/8/2011.
Senior Subordinated Debentures: Debt
instrument ranking below senior debt but
above equity with regard to investors’
claims on company assets or earnings.
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special inspector general I troubled asset relief program
• Making Home Affordable (“MHA”) Program — According to Treasury, this
foreclosure mitigation effort is intended to “help bring relief to responsible
homeowners struggling to make their mortgage payments, while preventing
neighborhoods and communities from suffering the negative spillover effects of
foreclosure, such as lower housing prices, increased crime, and higher taxes.”23
MHA, for which Treasury has obligated $29.9 billion, has many components,
including several funded through TARP: the Home Affordable Modification
Program (“HAMP”), the Federal Housing Administration (“FHA”) HAMP loan
modification option for FHA-insured mortgages (“Treasury/FHA-HAMP”), the
U.S. Department of Agriculture Office of Rural Development (“RD”) HAMP
(“RD-HAMP”), and the Second-Lien Modification Program (“2MP”).24 HAMP
in turn encompasses various initiatives in addition to the modification of
first-lien mortgages, including the Home Affordable Foreclosure Alternatives
(“HAFA”) program, the Home Price Decline Protection (“HPDP”) program, the
Home Affordable Unemployment Program (“UP”), and the Principal Reduction
Alternative (“PRA”) program. HAMP is intended to help homeowners with
mortgage modifications and foreclosure-prevention efforts.25 Additionally, part
of the overall MHA obligation of $29.9 billion includes $2.7 billion to support
the Treasury/FHA Second-Lien Program (“FHA2LP”), which complements the
FHA Short Refinance program (discussed later) and is intended to support the
extinguishment of second-lien loans.26
As of June 30, 2011, MHA had expended $2 billion of TARP money.27 Total
expenditures in incentives and payments for HAFA were $37.9 million in connection with 10,280 deed-in-lieu and short sale transactions. Expenditures in
incentives and payments for 2MP were $27.5 million in connection with 2,564
full extinguishments, 1,303 partial extinguishments, and 29,848 permanent
modifications of second-liens.28 As of June 30, 2011, there were 299,334 active
permanent first-lien modifications under the completed TARP-funded portion of
HAMP, an increase of 32,880 active permanent modifications over the past quarter.29 For more detailed information, including participation numbers for each
of the MHA programs and subprograms, see the “Housing Support Programs”
discussion in this section.
• Housing Finance Agency (“HFA”) Hardest-Hit Fund (“HHF”) — The stated
purpose of this program was to provide TARP funds to create “measures to help
families in the states that have been hit the hardest by the aftermath of the burst
of the housing bubble.”30 Treasury obligated $7.6 billion for this program in four
increments: an initial amount of $1.5 billion made available on June 23, 2010;
a second amount of $600 million made available on August 3, 2010; a third
amount of $2 billion made available on September 23, 2010; and a final amount
of $3.5 billion made available on September 29, 2010.31 As of June 30, 2011,
$0.5 billion had been drawn down by the states from the Hardest-Hit Fund,
quarterly report to congress I July 28, 2011
which includes funds for program expenses (direct assistance to borrowers), administrative expenses and cash-on-hand.32 See the “Housing Support Programs”
discussion in this section for more detailed information.
• FHA Short Refinance — Treasury has allocated $8.1 billion of TARP funding
to this program to purchase a letter of credit to provide loss protection on refinanced first-liens. Additionally, to facilitate the refinancing of non-FHA mortgages into new FHA-insured loans under this program, Treasury has allocated
approximately $2.7 billion in TARP funds for incentive payments to servicers
and holders of existing second-liens for full or partial principal extinguishments
under the related FHA2LP; these funds are part of the overall MHA funding of
$29.9 billion, as noted above.33 As of June 30, 2011, there had been 257 refinancings under the program.34 For more detailed information, see the “Housing
Support Programs” discussion in this section.
Financial Institution Support Programs
Treasury primarily invests capital directly into the financial institutions it aids.
For TARP purposes, financial institutions included banks, bank holding companies, and, if deemed critical to the financial system, some systemically significant
institutions.35
• Capital Purchase Program (“CPP”) — Under CPP, Treasury directly purchased preferred stock or subordinated debentures in qualifying financial institutions (“QFIs”).36 CPP was intended to provide funds to “stabilize and strengthen the U.S. financial system by increasing the capital base of an array of healthy,
viable institutions, enabling them [to] lend to consumers and business[es].”37
Treasury invested $204.9 billion in 707 institutions through CPP. As of June 30,
2011, Treasury had received $180.6 billion in principal repayments and proceeds from sales of common stock (or 88.1% of Treasury’s expenditures under
CPP).38 Of the repaid amount, $355.7 million comes from the principal that
was converted from CPP investments into CDCI and therefore still represents outstanding obligations to TARP.39 CPP closed on December 29, 2009.40
Treasury continues to manage its portfolio of CPP investments, including, for
certain struggling institutions, converting its preferred equity ownership into a
more junior form of equity ownership, often at a discount to par value (which
may result in a loss) in an attempt to preserve some value that might be lost if
these institutions were to fail. For more detailed information, see the “Capital
Purchase Program” discussion in this section.
• Community Development Capital Initiative (“CDCI”) — Under CDCI,
Treasury used TARP money to buy preferred stock in or subordinated debt from
Community Development Financial Institutions (“CDFIs”). Treasury intended
for CDCI to “improve access to credit for small businesses in the country’s
Systemically Significant Institutions:
Term referring to any financial institution whose failure would impose significant losses on creditors and counterparties, call into question the financial
strength of similar institutions, disrupt
financial markets, raise borrowing
costs for households and businesses,
and reduce household wealth.
Qualifying Financial Institutions (“QFIs”):
Private and public U.S.-controlled
banks, savings associations, bank
holding companies, certain savings and
loan holding companies, and mutual
organizations.
Community Development Financial
Institutions (“CDFIs”): Financial institutions eligible for Treasury funding to
serve urban and rural low-income
communities through the CDFI Fund.
CDFIs were created in 1994 by the
Riegle Community Development and
Regulatory Improvement Act. These
entities must be certified by Treasury;
certification confirms that they target
at least 60% of their lending and other
economic development activities to areas underserved by traditional financial
institutions.
35
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special inspector general I troubled asset relief program
hardest-hit communities.”41 Under CDCI, TARP made capital investments in
the preferred stock or subordinated debt of eligible banks, bank holding companies, thrifts, and credit unions.42 Eighty-four institutions have received $570.1
million in funding under CDCI.43 However, 28 of these institutions converted
their existing CPP investment into CDCI ($363.3 million of the $570.1 million)
and ten of those that converted received combined additional funding of $100.7
million under CDCI.44 Only $106 million of CDCI money went to institutions
that were not already TARP recipients.
• Small Business Lending Fund (“SBLF”) — On September 27, 2010, the
President signed into law the Small Business Jobs Act of 2010, which created
the SBLF with a $30 billion authorization. The Administration intends for the
fund to stimulate small-business lending.45 Under SBLF, Treasury invests capital
in banks and other financial institutions with less than $10 billion in assets
in return for preferred shares or debt instruments, in a manner similar to that
followed under CPP and CDCI, albeit with incentives to increase certain types
of lending and with fewer governance provisions.46 On December 20, 2010,
Treasury published terms under which CPP and CDCI recipients are permitted
to refinance into SBLF.47 Although this program operates outside of TARP, many
TARP recipients will likely convert their investments from CPP to SBLF and
thus could benefit from lower dividend rates, non-cumulative dividends, and
the removal of rules on executive compensation and luxury expenditures.48 As of
June 30, 2011, Treasury had received 927 applications, of which 319 were from
existing TARP recipients (which includes 314 CPP participants and five CDCI
participants) that had applied to refinance their investments under SBLF.49 For
more detailed information, see the “Small-Business Lending Initiatives” discussion in this section.
• Systemically Significant Failing Institutions (“SSFI”) Program — SSFI enabled Treasury to invest in systemically significant institutions to prevent them
from failing.50 Only one firm received SSFI assistance: American International
Group, Inc. (“AIG”). There were two TARP investments in AIG. On November
25, 2008, Treasury bought $40 billion of AIG’s preferred stock, the proceeds of
which were used to repay a portion of AIG’s debt to the Federal Reserve Bank
of New York (“FRBNY”). Then, on April 17, 2009, Treasury obligated approximately $29.8 billion to an equity capital facility that AIG was been allowed to
draw on as needed.51
On January 14, 2011, AIG executed its previously announced
Recapitalization Plan with Treasury, FRBNY, and the AIG Credit Facility Trust
(“AIG Trust”). According to Treasury, the intent of the restructuring was to facilitate the repayment of AIG’s government loans and investments.52 In carrying
out the Recapitalization Plan:
çç AIG repaid and terminated its revolving credit facility with FRBNY with cash
quarterly report to congress I July 28, 2011
proceeds that it had received from sales of equity interests in two companies: American International Assurance Co., Ltd. (“AIA”) and American Life
Insurance Company (“ALICO”).53
çç AIG redeemed FRBNY’s remaining $6.1 billion interest in the special
purpose vehicles (“SPVs”) that hold AIA and ALICO.54 AIG next drew down
an additional $20.3 billion in available TARP funds from the equity capital
facility and purchased an equivalent amount of FRBNY’s preferred interest
in the SPVs; AIG then provided the preferred interest to Treasury. AIG designated its remaining $2 billion TARP equity capital facility to a new Series G
standby equity commitment available for general corporate purposes, which
was terminated this quarter.55
çç AIG issued common stock in exchange for the preferred shares held by
Treasury and the AIG Trust. The conversion of the TARP preferred stock
increased the Government’s total common equity ownership in AIG from
79.8% to approximately 92.1%.56
On May 27, 2011, Treasury sold 200 million shares of AIG’s common stock
for $5.8 billion in proceeds, which decreased Treasury’s equity ownership to
77%. Pursuant to the terms of the Recapitalization Plan, the Series G standby
equity commitment was terminated.57 For more detailed information on the
Recapitalization Plan, the sale of AIG common stock, and other AIG transactions, see the “Systemically Significant Failing Institutions Program” discussion
in this section.
• Targeted Investment Program (“TIP”) — Through TIP, Treasury invested in
financial institutions it deemed critical to the financial system.58 There were two
expenditures under this program, totaling $40 billion — the purchases of $20
billion each of senior preferred stock in Citigroup Inc. (“Citigroup”) and Bank
of America Corp. (“Bank of America”).59 Treasury also accepted common stock
warrants from each, as required by EESA. Both banks fully repaid Treasury
for its TIP investments.60 Treasury auctioned its Bank of America warrants on
March 3, 2010, and auctioned its Citigroup warrants on January 25, 2011.61
For more information on these two transactions, see the “Targeted Investment
Program and Asset Guarantee Program” discussion in this section.
• Asset Guarantee Program (“AGP”) — AGP was designed to provide insurance-like protection for a select pool of mortgage-related or similar assets
held by participants whose portfolios of distressed or illiquid assets threatened
market confidence.62 Treasury, the Federal Deposit Insurance Corporation
(“FDIC”), and the Federal Reserve offered certain loss protections in connection with $301 billion in troubled Citigroup assets.63 In exchange for providing
the loss protection, Treasury received $4 billion of preferred stock that was
later converted to trust preferred securities (“TRUPS”) on a dollar-for-dollar
basis. The FDIC received $3 billion of preferred stock that was similarly
Special Purpose Vehicle (“SPV”): Offbalance-sheet legal entity that holds
transferred assets presumptively beyond the reach of the entities providing
the assets, and is legally isolated.
Senior Preferred Stock: Shares that
give the stockholder priority dividend
and liquidation claims over junior preferred and common stockholders.
Illiquid Assets: Assets that cannot be
quickly converted to cash.
Trust Preferred Securities (“TRUPS”):
Securities that have both equity and
debt characteristics, created by establishing a trust and issuing debt to it.
37
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special inspector general I troubled asset relief program
converted.64 On December 23, 2009, in connection with Citigroup’s TIP repayment, Citigroup and the Government terminated the AGP agreement. Under
the agreement, Treasury’s guarantee commitment was terminated with no
loss to the Government. In addition, Treasury agreed to cancel $1.8 billion of
the TRUPS issued by Citigroup, reducing the amount of preferred stock from
$4.0 billion to $2.2 billion, in exchange for early termination of the guarantee.
Additionally, the FDIC and Treasury agreed that at the close of Citigroup’s
participation in the FDIC’s Temporary Liquidity Guarantee Program, the FDIC
will transfer to Treasury $800 million of TRUPS that it retained as a premium,
if no loss is suffered.65 On September 30, 2010, Treasury announced the sale of
all of its TRUPS for $2.2 billion in gross proceeds, which represents a profit to
taxpayers.66 On January 25, 2011, Treasury auctioned for $67.2 million the warrants it had received from Citigroup under AGP.67 For more information on this
program, see the “Targeted Investment Program and Asset Guarantee Program”
discussion in this section.
Asset Support Programs
Asset-Backed Securities (“ABS”): Bonds
backed by a portfolio of consumer
or corporate loans, e.g., credit card,
auto, or small-business loans. Financial
companies typically issue ABS backed
by existing loans in order to fund new
loans for their customers.
Commercial Mortgage-Backed Securities (“CMBS”): Bonds backed by one
or more mortgages on commercial
real estate (e.g., office buildings, rental
apartments, hotels).
The stated purpose of these programs was to support the liquidity and market value
of assets owned by financial institutions. These assets included various classes of
asset-backed securities (“ABS”) and several types of loans. Treasury’s asset support
programs sought to bolster the balance sheets of financial firms and help free capital so that these firms could extend more credit to support the economy.
• Term Asset-Backed Securities Loan Facility (“TALF”) — TALF was originally designed to increase credit availability for consumers and small businesses
through a $200 billion Federal Reserve loan program. TALF provided investors with non-recourse loans secured by certain types of ABS, including credit
card receivables, auto loans, equipment loans, student loans, floor plan loans,
insurance-premium finance loans, loans guaranteed by the Small Business
Administration (“SBA”), residential mortgage servicing advances, and commercial mortgage-backed securities (“CMBS”).68 TALF closed to new loans on June
28, 2010.69 TALF ultimately provided $71.1 billion in Federal Reserve financing. Of that amount, as of June 30, 2011, $12.7 billion remained outstanding.70
FRBNY facilitated 13 TALF subscriptions of non-mortgage-related ABS over
the life of the program totaling approximately $59.0 billion, with $9.9 billion of
TALF borrowings outstanding as of June 30, 2011.71 FRBNY also conducted 13
CMBS subscriptions totaling $12.1 billion, with $2.8 billion in loans outstanding as of June 30, 2011.72 Treasury originally obligated $20 billion of TARP
funds to support this program by providing loss protection to the loans extended
by FRBNY in the event that a borrower surrendered the ABS collateral and
walked away from the loan.73 As of June 30, 2011, there had been no surrender
quarterly report to congress I July 28, 2011
of collateral.74 Treasury reduced its obligation for TALF to $4.3 billion based on
the amount of loans outstanding at the end of the active lending phase of the
program in June 2010. As of June 30, 2011, $15.8 million in TARP funds had
been allocated under TALF for administrative expenses.75 For more information
on these activities, see the “TALF” discussion in this section.
• Public-Private Investment Program (“PPIP”) — PPIP’s goal was to restart
credit markets by using a combination of private equity, matching Government
equity, and Government debt to purchase legacy securities, i.e., CMBS and
non-agency residential mortgage-backed securities (“non-agency RMBS”).76
Under the program, eight Public-Private Investment Funds (“PPIFs”) managed
by private asset managers invested in non-agency RMBS and CMBS. Treasury
has obligated $22.4 billion.77 As of June 30, 2011, the current PPIFs had drawn
down $17 billion in debt and equity financing from Treasury funding out of the
total obligation, which includes $1.1 billion that has been repaid.78 As the PPIFs
continue to make purchases, they will continue to have access to draw down
the remaining funding through the end of their respective investment periods,
the last of which will close in December 2012.79 For details about the program
structure and fund-manager terms, see the “Public-Private Investment Program”
discussion in this section.
• Unlocking Credit for Small Businesses (“UCSB”)/Small Business
Administration (“SBA”) Loan Support Initiative — In March 2009, Treasury
officials announced that Treasury would buy up to $15 billion in securities
backed by SBA loans under UCSB.80 Treasury entered into agreements with
two pool assemblers, Coastal Securities, Inc. (“Coastal Securities”), and Shay
Financial Services, Inc. (“Shay Financial”).81 Under the agreements, Treasury’s
agent, EARNEST Partners, purchased SBA pool certificates from Coastal
Securities and Shay Financial without confirming to the counterparties that
Treasury was the buyer.82 Treasury obligated a total of $400 million for UCSB
and made purchases of $368.1 million in securities under the program. On June
2, 2011, Treasury announced its intention to sell the securities over time. As of
June 30, 2011, Treasury had completed sales of a total of 12 SBA 7(a) securities
for gross proceeds of $151.5 million.83 For more information on the program,
see the discussion of “Unlocking Credit for Small Businesses/Small Business
Administration Loan Support” in this section.
Automotive Industry Financing Program (“AIFP”)
TARP’s automotive industry support through AIFP aimed to “prevent a significant
disruption of the American automotive industry, which would pose a systemic
risk to financial market stability and have a negative effect on the economy of the
United States.”84
Legacy Securities: Real estate-related
securities originally issued before
2009 that remained on the balance
sheets of financial institutions because
of pricing difficulties that resulted from
market disruption.
Non-Agency Residential MortgageBacked Securities (“non-agency
RMBS”): Financial instrument backed
by a group of residential real estate
mortgages (i.e., home mortgages for
residences with up to four dwelling
units) not guaranteed or owned by
a Government-sponsored enterprise
(“GSE”) or a Government Agency.
SBA Pool Certificate: Ownership
interest in a bond backed by SBA
guaranteed loans.
39
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special inspector general I troubled asset relief program
Through AIFP, Treasury made emergency loans to Chrysler Holding LLC
(“Chrysler”), Chrysler Financial Services Americas LLC (“Chrysler Financial”), and
General Motors Company (“GM”). Additionally, Treasury bought senior preferred
stock from GMAC Inc. (“GMAC”), which was later renamed Ally Financial Inc.
(“Ally Financial”), and assisted Chrysler and GM during their bankruptcy restructurings. Treasury obligated $84.8 billion to AIFP, then reduced the total obligation
to $81.8 billion.85 As of June 30, 2011, $79.7 billion had been disbursed through
AIFP and Treasury had received $34.7 billion principal repayments and stock sale
proceeds. These investments paid an additional $4.3 billion in dividends, interest,
and fees.86 These figures include the amounts related to AIFP, ASSP, and AWCP.
With respect to AIFP support to GM, in return for a total of $49.5 billion
in loans, Treasury received $6.7 billion in debt in GM (which was subsequently
repaid), in addition to $2.1 billion in preferred stock and a 60.8% common equity
stake.87 A separate $985.8 million loan was left behind with Old GM for winddown costs associated with its liquidation, for which Treasury was granted an
allowed administrative expense once Old GM’s Plan of Liquidation went into effect
on March 31, 2011.88 On December 2, 2010, GM closed an initial public offering
(“IPO”) in which Treasury sold a portion of its ownership stake for $18.1 billion in
gross proceeds, reducing its ownership percentage to 33.3% (an amount that could
be diluted should GM’s bondholders or the United Auto Workers Retiree Medical
Benefits Trust exercise warrants they received).89 On December 15, 2010, GM
repurchased the $2.1 billion in preferred stock from Treasury. As of June 30, 2011,
Treasury has received $22.4 billion in principal repayments and proceeds from the
sale of common stock from GM, including approximately $110.9 million in repayments related to its right to recover proceeds from Old GM.90
With respect to AIFP support to Chrysler, Treasury provided $12.5 billion in
loan commitments to Chrysler, Inc. (“Old Chrysler”), and Chrysler Group LLC
(“New Chrysler”), of which $2.1 billion was never drawn down.91 Treasury also
received a 9.9% equity stake, which was diluted to 8.6% in April 2011 after Fiat
increased its ownership interest by meeting certain performance metrics. Upon full
repayment of New Chrysler’s TARP debt obligations on May 24, 2011, Fiat simultaneously exercised an equity call option, which increased its stake in New Chrysler
to 46% from 30%. As a result, Treasury’s equity stake in New Chrysler was diluted
and further decreased to 6.6%.92 On June 2, 2011, Treasury agreed to sell to Fiat
Treasury’s remaining equity ownership interest in New Chrysler and Treasury’s interest in an agreement with the United Auto Workers (“UAW”) VEBA retiree trust,
subject to certain closing conditions.93 Treasury retains the right to recover certain
proceeds from Old Chrysler’s bankruptcy.
With respect to AIFP support to Ally Financial, Treasury invested a total of
$17.2 billion. On December 30, 2010, Treasury’s investment was restructured
to provide for a 73.8% common equity stake, $2.7 billion in TRUPS (including
quarterly report to congress I July 28, 2011
amounts received in warrants that were immediately converted into additional
securities), and $5.9 billion in mandatorily convertible preferred shares.94 Treasury
sold the $2.7 billion in TRUPS on March 2, 2011.95 On March 31, 2011, Ally
Financial announced that it had filed a registration statement with the Securities
and Exchange Commission (“SEC”) for a proposed initial public offering of common stock owned by Treasury. On May 17, 2011, Ally Financial disclosed additional details about its upcoming IPO in an amended negotiation statement filed
with the SEC. Concurrent with the IPO, Treasury plans to convert $2.9 billion of
its existing $5.9 billion of mandatorily convertible preferred shares (“MCP”) into
common stock.96 Treasury will exchange the remaining $3 billion of its MCP into
so-called tangible equity units, a type of preferred stock, and will offer a portion of
these tangible equity units alongside the common equity offering.97 As of the drafting of this report, the timing of the offering, the number of shares to be offered,
and the price range had yet to be determined.98
For details on assistance to these companies, see the “Automotive Industry
Support Programs” discussion in this section.
AIFP also included two subprograms:
• Auto Supplier Support Program (“ASSP”) — According to Treasury, this program was intended to provide auto suppliers “with the confidence they need to
continue shipping their parts and the support they need to help access loans to
pay their employees and continue their operations.”99 The original allocation of
$5 billion was reduced to $3.5 billion — $1 billion for Chrysler and $2.5 billion
for GM.100 Of the $3.5 billion available, only $413.1 million was borrowed.101
After purchasing substantially all of the assets of Old GM and Old Chrysler,
New GM and New Chrysler assumed the respective debts associated with
ASSP.102 After repayment of all funds expended under ASSP, along with $115.9
million in interest, fees, and other income, ASSP ended on April 5, 2010, for
GM and on April 7, 2010, for Chrysler.103 For more information, see the “Auto
Supplier Support Program” discussion in this section.
• Auto Warranty Commitment Program (“AWCP”) — This program was
designed to bolster consumer confidence by guaranteeing Chrysler and GM
vehicle warranties during the companies’ restructuring through bankruptcy. It
ended in July 2009 after Chrysler fully repaid its AWCP loan of $280.1 million with interest and GM repaid just the principal — $360.6 million — of its
loan.104
41
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special inspector general I troubled asset relief program
The following tables and figures summarize the status of TARP and TARPrelated initiatives:
•
•
•
•
Table 2.3 — total funds subject to SIGTARP oversight as of June 30, 2011
Table 2.4 — obligations/expenditures by program as of June 30, 2011
Table 2.5 and Table 2.6 — summary of TARP terms and agreements
Table 2.7 — summary of largest warrant positions held by Treasury, by program,
as of June 30, 2011
• Table 2.8 — summary of dividends, interest payments, and fees received, by
program, as of June 30, 2011
For a report of all TARP purchases, obligations, expenditures, and revenues, see
Appendix C: “Reporting Requirements.”
quarterly report to congress I July 28, 2011
43
Table 2.3
TOTAL FUNDS SUBJECT TO SIGTARP OVERSIGHT, AS OF 6/30/2011 ($ BILLIONS)
Program
Brief Description or Participant
Capital Purchase Program (“CPP”)
CLOSED
Investments in 707 banks to date; received $180.6 billion in capital
repayments
Automotive Industry Financing Program (“AIFP”)
CLOSED
GM, Chrysler, Ally Financial Inc. (formerly GMAC), Chrysler Financial;
received $33.7 billion in loan repayments and terminated Chrysler’s $2.1
billion undrawn loan commitments
Auto Suppliers Support Program (“ASSP”)
CLOSED
Total
TARP
Funding ($) Funding ($)
$204.9
($180.6)
$204.9
($180.6)
80.7
(35.8)
80.7
(35.8)
Government-backed protection for auto parts suppliers; received $0.4
billion in loan repayments
0.4a
(0.4)
0.4a
(0.4)
Auto Warranty Commitment Program (“AWCP”)
CLOSED
Government-backed protection for warranties of cars sold during the GM
and Chrysler bankruptcy restructuring periods
0.6
(0.6)
0.6
(0.6)
Unlocking Credit for Small Businesses (“UCSB”)
CLOSED
Purchase of securities backed by SBA loans
0.4b
(0.2)
0.4b
(0.2)
Systemically Significant Failing Institutions (“SSFI”)
CLOSED
AIG Investment; received $16.9 billion in repayments and reduced Government exposure by $2.0 billion
69.8
(16.9)c
69.8
(16.9)c
Targeted Investment Program (“TIP”)
CLOSED
Citigroup, Bank of America Investments
40.0
(40.0)
40.0
(40.0)
Asset Guarantee Program (“AGP”)
CLOSED
Citigroup, ring-fence asset guarantee
301.0
(5.0)
5.0
(5.0)
Term Asset-Backed Securities Loan Facility (“TALF ”) FRBNY non-recourse loans for purchase of asset-backed securities
71.1
(0.0)
4.3d
(0.0)
Making Home Affordable (“MHA”) Program
Modification of mortgage loans
70.6e
45.6f
Community Development Capital Initiative (“CDCI”)
CLOSED
Investments in Community Development Financial Institutions (“CDFIs”)
0.6
0.6
Public-Private Investment Program (“PPIP”)
Disposition of legacy assets; Legacy Securities Program
29.8g
(1.1)
22.4h
(1.1)
$869.9
$474.8
Total Obligations
Notes: Numbers may not total due to rounding. Numbers in red represent repayments and reductions in exposure as of 6/30/2011.
a
Treasury’s original commitment under this program was $5.0 billion, which was reduced to $3.5 billion effective 7/1/2009. Of the $3.5 billion available, only $413.0 million was borrowed.
b
Treasury reduced commitment from $15 billion to an obligation of $400 million.
c
The $16.9 billion in reduced exposure and repayment for SSFI includes amounts applied to pay (i) accrued preferred returns, (ii) redeem the outstanding liquidation amount, and the cancellation of the series
G capital facility.
d
Treasury reduced obligation from $20.0 billion to $4.3 billion.
e
Program was initially announced as a $75 billion initiative with $50 billion funded through TARP. Treasury reduced the commitment from $50.0 billion to an obligation of $45.6 billion; therefore, including the
$25.0 billion estimated to be spent by the GSEs, the total program amount is $70.6 billion.
f
Treasury reduced commitment from $50.0 billion to an obligation of $45.6 billion.
g
PPIP funding includes $7.4 billion of private-sector equity capital. Includes $0.4 billion of initial obligations to The TCW Group, Inc., which has been repaid.
h
Treasury reduced commitment from $30.0 billion to approximately $22.4 billion in debt and equity obligations to the Public-Private Investment Funds.
Sources: Treasury, Transactions Report, 7/1/2011, Treasury Press Release, “U.S. Government Finalizes Terms of Citi Guarantee Announced in November,” 1/16/2009, www.treasury.gov/press-center/
press-releases/Pages/hp1358.aspx, accessed 7/19/2011; FRBNY, response to SIGTARP data call, 7/8/2011; Treasury, “Making Home Affordable Updated Detailed Program Description,” 3/4/2009, www.
treasury.gov/press-center/press-releases/Documents/housing_fact_sheet.pdf, accessed 7/14/2011.
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special inspector general I troubled asset relief program
Table 2.4
OBLIGATION/EXPENDITURE LEVELS BY PROGRAM, AS OF 6/30/2011
($ BILLIONS)
Amount
Percent (%)
Released Immediately
250.0
52.6%
Released Under Presidential Certificate of Need
100.0
21.1%
Released Under Presidential Certificate of Need &
Resolution to Disapprove Failed
350.0
73.7%
(1.2)
-0.3%
(223.8)
-47.1%
$475.0
100.0%
Obligation
Obligation
as % of
Released
Repaid/
Reduced
Exposure
Capital Purchase Program ("CPP"):
$204.9
43.1%
($180.6)
CPP Total Gross
$204.9
43.1%
($180.6)
“Financial Institution
$24.3 Support Programs”
“Financial Institution
$0.6 Support Programs”
Authorized Under EESA
$700.0
Helping Families Save Their Home Act of 2009
The Dodd-Frank Act
Total Released
Less: Obligations by Treasury under TARPa
Community Development Capital Initiative ("CDCI"):
$0.6
CDCI Total
$0.6
0.1%
—
$69.8
14.7%
($16.9)
$69.8
14.7%
($16.9)
Bank of America Corporation
$20.0
4.2%
($20.0)
Citigroup, Inc.
$20.0
4.2%
($20.0)
$40.0
8.4%
($40.0)
$5.0
1.1%
($5.0)
$5.0
1.1%
($5.0)
$4.3
0.9%
—
$4.3
0.9%
—
Obligation
Outstanding Section Reference
Systemically Significant Failing Institutions (“SSFI”) Program:
American International Group, Inc. (“AIG”)b
SSFI Total
$52.9
“Financial Institution
Support Programs”
Targeted Investment Program (“TIP”):
TIP Total
“Financial Institution
Support Programs”
—
Asset Guarantee Program (“AGP”):
Citigroup, Inc.c
AGP Total
—
Term Asset-Backed Securities Loan Facility (“TALF”):
TALF LLC
TALF Total
Unlocking Credit for Small Businesses (“UCSB”):
$0.4
0.1%
($0.2)
UCSB Total
$0.4
0.1%
($0.2)
General Motors Corporation ("GM")
$49.5
10.4%
Ally Financial Inc. formerly GMAC)
$17.2
3.6%
($2.7)
$12.5
2.6%
($9.1)
“Asset Support
Programs”
($22.5)
Chrysler
$4.3
“Financial Institution
Support Programs”
“Asset Support
$0.2 Programs”
Automotive Industry Financing Program (“AIFP”):
Chrysler Financial Services Americas LLCd
$1.5
0.3%
($1.5)
$80.7
16.9%
($35.8)
GM Suppliers Receivables LLCe
$0.3
0.1%
($0.3)
Chrysler Holding LLC
$0.1
0.0%
($0.1)
$0.4
0.1%
($0.4)
General Motors Corporation (“GM”)
$0.4
0.1%
($0.4)
Chrysler Holding LLC
$0.3
0.1%
($0.3)
$0.6
0.1%
($0.6)
“Automotive Industry
Support Programs”
AIFP Total
$44.9
Automotive Supplier Support Program (“ASSP”):
eg
ASSP Total
“Automotive Industry
Support Programs”
—
Automotive Warranty Commitment Program (“AWCP”):
AWCP Total
“Automotive Industry
Support Programs”
—
Continued on next page.
quarterly report to congress I July 28, 2011
OBLIGATION/EXPENDITURE LEVELS BY PROGRAM, AS OF 6/30/2011
($ BILLIONS) (Continued)
Obligation
Obligation
as % of
Released
Repaid/
Reduced
Exposure
Invesco Legacy Securities Master Fund, L.P.
$2.6
0.5%
($0.7)
Wellington Management Legacy Securities PPIF Master
Fund, LP
$3.4
0.7%
—
AllianceBernstein Legacy Securities Master Fund, L.P.
$3.5
0.7%
*
Blackrock PPIF, L.P.
$2.1
0.4%
—
AG GECC PPIF Master Fund, L.P.
$3.7
0.8%
—
RLJ Western Asset Public/Private Master Fund, L.P.
$1.9
0.4%
*
Marathon Legacy Securities Public-Private Investment
Partnership, L.P.
$1.4
0.3%
—
Oaktree PPIP Fund, L.P.
$3.5
0.7%
—
Less: Obligations by Treasury under TARPa
Obligation
Outstanding Section Reference
Legacy Securities Public-Private Investment Program (“PPIP”)
UST/TCW Senior Mortgage Securities Fund, L.P.
g
PPIP Total
$0.4
0.1%
($0.4)
$22.4
4.7%
($1.1)
$6.3
“Asset Support
Programs”
1.3%
$21.3
Making Home Affordable (“MHA”):
Countrywide Home Loans Servicing LP
Wells Fargo Bank, NA
$5.1
1.1%
J.P.Morgan Chase Bank, NA
$3.3
1.0%
OneWest Bank
$1.8
0.4%
Bank of America, N.A.
$1.6
0.3%
Ally Financial Inc. (formerly GMAC)
$1.5
0.3%
American Home Mortgage Servicing, Inc
$1.3
0.3%
CitiMortgage, Inc.
$1.1
0.2%
Litton Loan Servicing LP
$1.1
0.2%
$6.7
“Housing Support
Programs”
1.4%
Other Financial Institutions, including Ocwen Loan
Servicing, LLC
Housing Finance Agency: Hardest Hit Funds Program ("HHF")
$7.6
1.6%
FHA Short Refinance Program
$8.1
1.7%
Housing Support Programs Total
TARP Obligations Subtotal
TARP Repayments/Reductions in Exposure Subtotal
TARP Obligations Outstanding Subtotal
$45.6
9.6%
$474.8
100%
—
$45.6
($280.6)
$194.1
Notes: Numbers may not total due to rounding.
a
From a budgetary perspective, what Treasury has obligated to spend (e.g., signed agreements with TARP fund recipients).
b
The $16.9 billion in reduced exposure and repayment for SSFI includes amounts applied to pay (i) accrued preferred returns, (ii) redeem the outstanding liquidation amount, and (iii) cancellation of the series
G capital facility. Includes all proceeds from the sale of AIG stock. However, Treasury does not include in its calculation on its AIG investment proceeds from the sale of AIG stock that Treasury received from
the AIG credit facility trust in the January 2011 recapitalization.
c
Treasury committed $5 billion to Citigroup under AGP; however, the funding was conditional based on losses that could potentially be realized and may potentially never be expended. This amount was not an
actual outlay of cash.
d
Treasury’s $1.5 billion loan to Chrysler Financial represents the maximum loan amount. The loan was incrementally funded until it reached the maximum amount of $1.5 billion on 4/9/2009.
e
Represents an SPV created by the manufacturer. Balance represents the maximum loan amount, which will be funded incrementally. Treasury’s original commitment under this program was $5.0 billion, but
subsequently reduced to $3.5 billion effective 7/1/2009. Of the $3.5 billion available, only $413.0 million was borrowed.
f
The $9.1 billion in repayments and reductions in exposure includes (i) loan repayments from New Chrysler, (ii) proceeds related to the liquidation of Old Chrysler, (iii) a settlement payment for a loan to Chrysler Holding, and (iv) termination of New Chrysler’s ability to draw the remaining $2.1 billion under a loan facility made available in May 2009.
g
Treasury selected nine fund management firms to establish PPIFs. One PPIF manager, The TCW Group, Inc., subsequently withdrew. According to Treasury, the current PPIP obligation is $22.4 billion, this
includes $365.25 million of an initial obligation to TCW that was funded. TCW repaid the funds that were invested in their PPIF.
* Amount less than $50 million.
Sources: Emergency Economic Stabilization Act, P.L. 110-343, 10/3/2008; Library of Congress, “A joint resolution relating to the disapproval of obligations under the Emergency Economic Stabilization
Act of 2008,” 1/15/2009, www.thomas.loc.gov, accessed 1/25/2009; Helping Families Save Their Homes Act of 2009, P.L. 111-22, 5/20/2009; Treasury, Transactions Report, 7/1/2011, accessed
7/14/2011; Treasury, Transactions Report - Housing Programs, 6/30/2011, accessed 7/13/2011; Treasury, response to SIGTARP data call, 4/6/2011; Treasury, Section 105(a) Report, 7/11/2011,
accessed 7/14/2011.
45
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special inspector general I troubled asset relief program
Table 2.5
DEBT AGREEMENTS
TARP
Program Company
AIFP
General
Motors
AIFP
General
Motors
AIFP
AIFP
AIFP
Chrysler
Chrysler
Financial
Chrysler
1/14/2009a $0.5 billion
Description of
Investment
Investment
Information
Senior Subordinated
Securities
CPP –
52 QFIs
S Corps
Date of
Cost
Agreement Assigned
Interest /
Dividends
Term of
Agreement
Each QFI may issue senior securities 7.7% for first 5 years;
with an aggregate principal amount of 13.8% thereafter
1% - 3% of its risk-weighted assets,
but not to exceed $25 billion.
30 years
Senior Subordinated
Security Warrants
that are exercised
immediately
Treasury will receive warrants to
13.8%
purchase an amount equal to 5% of
the senior securities purchased on the
date of investment.
30 years
Debt Obligation with
12/31/2008 $19.8 billionb Warrants and
Additional Note
This loan was funded incrementally;
$4 billion funded on 12/31/2008,
$5.4 billion funded on 1/21/2009,
and $4 billion funded on 2/17/2009.
Subsequently, this loan was then
amended; $2 billion on 4/22/2009
and $4 billion on 5/20/2009
(General Advances). In addition,
on 5/27/2009, $361 million was
set aside in an SPV for the AWCP
(Warranty Advances).
1/16/2009
Debt Obligation
This loan was exchanged for a portion
of GM’s common equity interest
in GMAC LLC on 5/29/2009. See
3-month LIBOR + 3%
“Equity Agreement” table for more
information.
Debt Obligation with
Additional Note
Loan of $4 billion; Additional note of
$267 million (6.67% of the maximum
loan amount). Subsequently, this loan
was then amended; $500 million on
4/29/2009, this amount was never
drawn and subsequently de-obligated
(General Advances). In addition,
on 4/29/2009, $280 million was
set aside in an SPV for the AWCP,
this advance was repaid (Warrant
Advances).
Debt Obligation with
Additional Note
Loan was funded incrementally at
$100 million per week until it reached
the maximum amount of $1.5 billion LIBOR + 1% for first
on 4/9/2009. Additional note is $75 year LIBOR + 1.5% for 1/16/2014
remaining years
million (5% of total loan size), which
vests 20% on closing and 20% on
each anniversary of closing.
Debt Obligation with
Additional Note
Loan of $3.0 billion committed
to Chrysler for its bankruptcy
period. Subsequently, this loan was
(i) the greater of (a)
amended; $757 million was added on 3-month Eurodollar or
5/20/2009. Treasury funded $1.9
(b) 2% plus (ii) 3.0%
billion during bankruptcy period. The
remaining amount will be de-obligated.
1/2/2009c
1/16/2009
5/1/2009
$0.9 billion
$4.8 billionb
$1.5 billion
$3.8 billion
For General Advances
— (i) the greater of (a)
3-month LIBOR or (b) 2%
plus (ii) 3%; For Warrant
Advances (i) the greater 12/29/2011
of (a) 3-month LIBOR
for the related interest
period or (b) 2% plus
(ii) 3.5%
1/16/2012
For General Advances
— (i) the greater of (a)
3-month LIBOR or (b) 2%
plus (ii) 3%; For Warrant
Advances(i) the greater 1/2/2012
of (a) 3-month LIBOR
for the related interest
period or (b) 2% plus
(ii) 3.5%
9/30/2009,
subject
to certain
conditions
Continued on next page.
quarterly report to congress I July 28, 2011
DEBT AGREEMENTS
TARP
Program Company
AIFP
AIFP
PPIP
CDCI Credit
Unions
CDCI – S
corps
Chrysler
General
Motors
All
All
(CONTINued)
Date of
Cost
Agreement Assigned
Description of
Investment
5/27/2009
Commitment to New CarCo
Acquisition LLC (renamed Chrysler
Group LLC on or about 6/10/2009)
of up to $6.6 billion. The total loan
amount is up to $7.1 billion including
$500 million of debt assumed
Debt Obligation with
from Treasury’s 1/2/2009 credit
Additional Note, Equity
agreement with Chrysler Holding LLC.
Interest
The debt obligations are secured by a
first priority lien on the assets of New
CarCo Acquisition LLC (the company
that purchased Chrysler LLC’s assets
in a sale pursuant to Section 363 of
the Bankruptcy Code).
6/3/2009,
amended
7/10/2009
9/30/2009
and later
$6.6 billion
$30.1 billion
$20 billion
Debt Obligation with
Additional Note
Debt Obligation with
Contingent Interest
Promissory Note
Investment
Information
Original $30.1 billion funded.
Amended loan documents provided
that $986 million of the original
DIP loan was left for the old GM. In
addition $7.1 billion was assumed
by New GM of which $0.4 billion
was repaid resulting in $6.7 billion
remaining outstanding.
Each of the loans will be funded
incrementally, upon demand by the
fund manager.
Interest /
Dividends
Term of
Agreement
For $2 billion: (i) The
3-month Eurodollar rate,
plus (ii) (a) 5% or, on
loans extended past
the original maturity
date, (b) 6.5%. For $5.1
billion note: (i) The
3-month Eurodollar Rate
plus 7.91% and (ii) an
additional $17 million
in PIK interest per
quarter. For other notes:
3-month Eurodollar rate
plus 7.91%.
For $2
billion note:
12/10/2011;
provided that
issuer may
extend maturity
for up to
$400 million
of principal to
6/10/2017.
For other
notes:
6/10/2017.
Originally, (i) the greater
of (a) 3-Month Eurodollar
or (b) 2% plus (ii) 3.0%.
For amounts assumed
by New GM, the interest
rates became (i) the
greater of (a) 3-month
Eurodollar or (b) 2% plus
(ii) 5%.
Originally
10/31/2009,
for amounts
assumed by
New GM, June
10, 2015,
subject to
acceleration.
LIBOR + 1%
The debt
obligation for
each fund
matures at the
earlier of the
dissolution of
the fund or 10
years.
Each QCU may issue CDCI Senior
Securities with an aggregate principal
Subordinated Debt for amount equal to not more than 3.5% 2% for first 8 years, 9%
Credit Unions
of its total assets and not more than thereafter
50% of the capital and surplus of the
QCU.
Each QFI may issue CDCI Senior
Securities with an aggregate principal
amount equal to not more than 5% of
(i), if the QFI is a Certified Entity the
risk-weighted assets of the QFI, or
Subordinated Debt for
3.1% for first 8 years,
(ii), if the QFI is not a Certified Entity,
S corps
13.8% thereafter
the sum of the RWAs of each of the
Certified Entities, in each case less the
aggregate capital or, as the case may
be, principal amount of any outstanding
TARP assistance of the QFI.
Notes: Numbers affected by rounding.
a
Announcement date of CPP S-Corporation Term Sheet.
b
Amount includes AWCP commitments.
c
Date from Treasury’s 1/27/2009 Transactions Report. The Security Purchase Agreement has a date of 12/31/2008.
Sources: Treasury, “Loan and Security Agreement By and Between General Motors Corporation as Borrower and The United States Department of Treasury as Lender Dated as of December 31, 2008.”
12/31/2008. Treasury, “General Motors Corporation, Indicative Summary of Terms for Secured Term Loan Facility,” 12/19/08; Treasury, “General Motors Promissory Note,” 1/16/2009; Treasury, “Loan and
Security Agreement By and Between Chrysler Holding LLC as Borrower and The United States Department of Treasury as Lender Dated as of December 31, 2008.” 12/31/2008; Treasury, “Chrysler, Indicative
Summary of Terms for Secured Term Loan Facility,” 12/19/2008; Treasury, “Chrysler LB Receivables Trust Automotive Industry Financing Program, Secured Term Loan, Summary of Terms,” 1/16/2009; OFS,
response to SIGTARP draft report, 1/30/2009; Treasury, Transactions Report, 9/30/2010; Treasury, response to SIGTARP data call, 10/7/2010; Treasury’s “TARP Community Development Capital Initiative
Program Agreement, CDFI Bank / Thrift Senior Preferred Stock, Summary of CDCI Senior Preferred Terms,” 04/26/2010; Treasury’s “TARP Community Development Capital Initiative CDFI Credit Unions Senior
Securities Summary of Terms of CDCI Senior Securities,” 04/26/2010; Treasury’s “TARP’s Community Development Capital Initiative CDFI Subchapter S Corporation Senior Securities Summary of Terms of
CDCI Senior Securities,” 04/26/2010.
47
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special inspector general I troubled asset relief program
Table 2.6
Equity Agreements
TARP
Program Company
Date
of Agreement
CPP –
Public
10/14/2008
and later
SSFI
TIP
American
International
Group, Inc.
American
International
Group, Inc.
11/17/2008b
and later
4/17/2009
4/17/2009
Citigroup Inc. 12/31/2008
$41.6 billionc
$29.8 billiond
$20.0 billione
1-3% of risk-weighted assets, not to
exceed $25 billion for each QFI
5% for first 5
years, 9% there- Perpetual
after
15% of senior preferred amount
—
1-3% of risk-weighted assets, not to
exceed $25 billion for each QFI
5% for first 5
years, 9% there- Perpetual
after
Preferred Stock
Purchase Warrants
that are exercised
immediately
5% of preferred amount
9%
Perpetual
$41.6 billion aggregate liquidation
preference
10%
Perpetual
Common Stock
Purchase Warrants
2% of issued and outstanding
common stock on investment date of
11/25/08; the warrant was originally
for 53,798,766 shares and had a
$2.50 exercise price, but after the
6/30/09 split, it is for 2,689,938.30
shares and has an exercise price
of $50.
—
Up to 10 years
Non-Cumulative
Preferred Equity
Up to $29.8 billion aggregate
liquidation preference. As of
9/30/09, the aggregate liquidation
preference was $3.2 billion.
10%
Perpetual (life
of the facility is
5 years)
Common Stock
Purchase Warrants
$4 billion
Senior Preferred
Equity
150 common stock warrants
outstanding; $0.00002 exercise price
—
Up to 10 years
Trust Preferred
Securities
$20 billion
10%
Perpetual
Warrants
SSFI
369 QFIs
Dividends
Non-Cumulative
Preferred Equity
CPP –
Private
Investment Information
Common Stock
Purchase Warrants
$200.1 billion
Description of
Investment
Preferred Equity
286 QFIs
a
Cost
Assigned
Term of
Agreement
10% of total preferred stock issued;
$10.61 exercise price
—
Up to 10 years
Up to 10 years
AIFP
Ally Financial
Inc. (formerly 5/21/2009
GMAC)
$5.0 billion
$7.5 billion
$5 billion
9%
Converts to
common equity
interest after 7
years
Preferred Stock
Purchase Warrants
that are exercised
immediately
5% of original preferred amount
9%
Converts to
common equity
interest after 7
years
Mandatorily
Convertible
Preferred Stockg
AIFP
Ally Financial
Inc. (formerly 12/29/2008
GMAC)
Mandatorily
Convertible
Preferred Stockf
$4.5 billion
9%
Converts to
common equity
interest after 7
years
Preferred Stock
Purchase Warrants
that are exercised
immediately
5% of original preferred amount
9%
Converts to
common equity
interest after 7
years
Common Equity
Interestg
$3.0 billion
—
Perpetual
Continued on next page.
quarterly report to congress I July 28, 2011
Equity Agreements
TARP
Program Company
AIFP
AIFP
(CONTINued)
Date
of Agreement
Ally Financial
Inc. (formerly 5/29/2009
GMAC)
Ally Financial
Inc. (formerly 12/30/2009
GMAC)
Cost
Assigned
Description of
Investment
$0.9 billion
Perpetual
$2.5 billion
8%
Redeemable
upon the
repayment of
the debenture
9%
Trust Preferred
purchase warrants
that are exercised
immediately
5% of trust preferred amount
$1.3 billion
$5.5 billion
Common Equity
Interesth
$5.5 billion
Perpetual
$2.2 billion
Trust Preferred
Securities with
warrants
$10 billion
Each of the membership interest
Membership interest
will be funded upon demand from
in a partnership
the fund manager.
—
8 years with
the possibility
of extension
for 2 additional
years.
$780.2 million
Preferred Equity
for banks & thrift
institutions
2% for first
eight years, 9%
thereafter
Perpetual
Citigroup Inc 12/23/2009
All
—
5% of preferred amount
AGP
CDCI
This equity interest was obtained by
exchanging a prior debt obligation
with General Motors. See “Debt
Agreements” table for more
information.
Preferred Stock
Purchase Warrants
that are exercised
immediately
Ally Financial
Inc. (formerly 12/30/2009
GMAC)
9/30/2009
and later
Common Equity
Interest
Converts to
common equity
interest after 7
years
AIFP
All
Term of
Agreement
Mandatorily
Convertible
Preferred Stock
$2.5 billion
$1.3 billion
PPIP
Dividends
Trust Preferred
Securities
Ally Financial
Inc. (formerly 12/30/2009
GMAC)
AIFP
Investment Information
5% of risk-weighted assets for
banks and bank holding companies.
Notes: Numbers affected by rounding.
a
Announcement date of CPP Public Term Sheet.
b
Announcement date of CPP Private Term Sheet.
c
AIG exchanged Treasury’s $40 billion investment in cumulative preferred stock (obtained on 11/25/2008) for non-cumulative preferred stock, effectively cancelling the original $40 billion investment.
d
The Equity Capital Facility was announced as a $30 billion commitment, but Treasury reduced this amount by the value of the AIGFP Retention Payment amount of $165 million.
e
Citigroup exchanged its $20 billion senior preferred equity (obtained on 12/31/2008) for trust preferred securities.
f
On 12/31/2009, Treasury exchanged $5.25 billion of preferred stock, which it acquired on December 29, 2009, into mandatorily convertible preferred stock (“MCP”).
g
On 12/31/2009, Treasury converted $3.0 billion of its existing MCP, which was invested in May 2009, into common equity. Treasury’s equity ownership of Ally Financial Inc. (formerly GMAC) increased from
35% to 56% due to this conversion.
h
On 12/31/2010, Treasury converted $5.5 billion of its existing MCP, which was invested in May 2009, into common equity. Treasury’s equity ownership of Ally Financial Inc. (formerly GMAC) increased from
56% to 74% due to this conversion.
Sources: Treasury, “TARP Capital Purchase Program Agreement, Senior Preferred Stock and Warrants, Summary of Senior Preferred Terms,” 10/14/2008; Treasury, “TARP Capital Purchase Program Agreement, (Non-Public QFIs, excluding S Corps and Mutual Organizations) Preferred Securities, Summary of Warrant Terms,” 11/17/2008; Treasury, “Securities Purchase Agreement dated as of November 25,
2008 between American International Group, Inc. and United States Department of Treasury,” 11/25/2008; Treasury, “TARP AIG SSFI Investment, Senior Preferred Stock and Warrant, Summary of Senior Preferred Terms,” 11/25/2008; Treasury, “Securities Purchase Agreement dated as of January 15, 2009 between Citigroup, Inc. and United States Department of Treasury,” 1/15/2009; Treasury, “Citigroup, Inc.
Summary of Terms, Eligible Asset Guarantee,” 11/23/2008; “Securities Purchase Agreement dated as of January 15, 2009 between Bank of America Corporation and United States Department of Treasury,”
1/15/2009; Treasury, “Bank of America Summary of Terms, Preferred Securities,” 1/16/2009; Treasury, “GMAC LLC Automotive Industry Financing Program, Preferred Membership Interests, Summary of
Preferred Terms,” 12/29/2008; Treasury, Transactions Report, 7/1/2011; Treasury, response to SIGTARP data call, 10/7/2010; Treasury, “TARP Community Development Capital Initiative Program Agreement,
CDFI Bank/Thrift Senior Preferred Stock, Summary of CDCI Senior Preferred Terms,” 04/26/2010; Treasury, “TARP Community Development Capital Initiative CDFI Credit Unions Senior Securities Summary of
Terms of CDCI Senior Securities,” 04/26/2010; Treasury, “TARP’s Community Development Capital Initiative CDFI Subchapter S Corporation Senior Securities Summary of Terms of CDCI Senior Securities,”
04/26/2010; Treasury, “Treasury Converts Nearly Half of Its Ally Preferred Shares to Common Stock,” 12/30/10; Ally Financial Inc. (GOM ), 8−K, 12/30/2010.
49
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special inspector general I troubled asset relief program
Table 2.7
LARGEST POSITIONS IN WARRANTS HELD BY TREASURY, BY PROGRAM, AS OF 6/30/2011
Strike Price
Stock Price as of
6/30/2011
11/14/2008
Participant
Current
Number of
Warrants
Outstanding
48,253,677
$10.88
$6.20
Transaction Date
Capital Purchase Program (“CPP”):
Regions Financial Corporation
Popular, Inc.
12/5/2008
20,932,836
$6.70
$2.76
Synovus Financial Corp.
12/19/2008
15,510,737
$9.36
$2.08
SunTrust Banks, Inc.
11/14/2008
11,891,280
$44.15
$25.80
1/16/2009
6,451,379
$6.20
$1.19
c
Flagstar Bancorp, Inc.
SunTrust Banks, Inc.
12/31/2008
6,008,902
$33.70
$25.80
First Bancorp
12/31/2008
5,842,259
$0.73
$4.31
Zions Bancorporation
11/14/2008
5,789,909
$36.27
$24.01
Associated Banc-Corp.
11/21/2008
3,983,308
$19.77
$13.90
Citizens Republic Bancorp, Inc.
12/12/2008
1,757,812
$25.60
$0.69
Sterling Financial Corporation
12/23/2008
97,541
$13.20
$16.07
AIGa
11/25/2008
2,689,938
$50.00
AIGa
4/17/2009
150
c
Systemically Significant Failing Institutions (“SSFI”) Program
$0.00b
$29.32
$29.32
Notes: Numbers affected by rounding.
a
All warrant and stock data for AIG are based on the 6/30/2009 reverse stock split of 1 for 20.
b
Strike price is $0.00002.
c
On 11/14/2008 Treasury invested $3.5 billion in SunTrust Banks, Inc. in return for preferred stock and warrants. On 12/31/2008 SunTrust Banks, Inc. received another $1.4 billion in preferred stocks and
warrants.
Sources: Treasury, Transactions Report, 7/1/2011, accessed 7/15/2011; Treasury, Cumulative Cumulative Dividends, Interest, and Distributions Report, 7/11/2011, accessed 7/15/2011; Treasury,
response to SIGTARP data call, 7/15/2011; Market Data, Bloomberg L.P., accessed 7/20/2011.
Table 2.8
DIVIDENDS, INTEREST, DISTRIBUTION, AND OTHER INCOME PAYMENTS, AS OF 6/30/2011
Dividends
Interest
Distributiona
Other Incomeb
Total
AGP
$442,964,764
$—
$—
$2,589,197,045
$3,032,161,809
AIFPc
2,606,582,051
1,665,336,675
—
403,000,000
4,674,918,726
ASSP
—
31,949,931
—
84,000,000
115,949,931
CDCI
5,200,627
2,531,548
—
—
7,732,175
d
CPP
10,884,956,435
76,024,993
—
14,404,410,024
25,365,391,452
PPIP
—
147,435,189
731,748,959
20,644,319
899,828,467
3,004,444,444
—
—
1,446,025,527
4,450,469,971
UCSB
—
9,403,247
—
20,423,531
29,826,778
SSFIe
—
—
—
316,715,582
316,715,582
Total
$16,944,148,321
$1,932,681,583
$731,748,959
$19,284,416,028
$38,892,994,892
TIP
Notes: Numbers may not total due to rounding.
a
D
istributions are investment proceeds from the PPIF’s trading activities allocated to the partners, including Treasury, not later than 30 days after the end of each quarter.
b
O
ther income includes Citigroup common stock gain for CPP, Citigroup payment for AGP, warrant sales, additional note proceeds from the auto programs and the Consumer and Business Lending Initiative/
SBA 7(a) programs, principal repayments on the SBA 7(a) program, and repayments associated with the termination of the TCW fund for PPIP.
c
Includes AWCP.
d
Includes $13 million fee received as part of the Popular exchange.
e
Other income from SSFI includes $165.0 million in fees and $151.7 million representing returns on securities held in the AIA and ALICO SPVs.
Source: Treasury, Transactions Report, 7/1/2011, accessed 7/13/2011; Treasury, Section 105(a) Report, 7/11/2011; Treasury, Cumulative Dividends, Interest, and Distributions Report, 7/11/2011, accessed 7/13/2011; Treasury, response to SIGTARP data call, 7/8/2011; Treasury, call with SIGTARP 7/16/2011; Treasury, response to SIGTARP data call, 7/18/2011.
quarterly report to congress I July 28, 2011
Housing SUPPORT PROGRAMS
On February 18, 2009, the Administration announced a foreclosure prevention
plan that became the Making Home Affordable (“MHA”) program, an umbrella
program for the Administration’s homeowner assistance and foreclosure prevention
efforts.105 MHA initially consisted of the Home Affordable Modification Program
(“HAMP”), a Treasury program that uses TARP funds to provide incentives for
mortgage servicers to modify eligible first mortgages, and two initiatives at the
Government-sponsored enterprises (“GSEs”) that use non-TARP funds.106 HAMP
was originally intended “to help as many as three to four million financially struggling homeowners avoid foreclosure by modifying loans to a level that is affordable
for borrowers now and sustainable over the long term.”107
Since the announcement of MHA, Treasury expanded the program by implementing additional sub-programs. Several of these are designed to overcome obstacles to sustainable HAMP modifications, such as unemployed borrowers or the
presence of second-liens. Treasury has also partnered with other Federal agencies
on housing programs outside of HAMP.108 Treasury also allocated TARP funds to
support two additional housing support efforts: a Federal Housing Administration
(“FHA”) refinancing program and a state housing finance agency grant program.
Not all housing support programs are funded, or completely funded, by TARP.
Of the originally anticipated $75 billion cost for MHA, $50 billion was to be
funded by TARP, with the remainder funded by the GSEs.109 Treasury has since
reduced the final obligation of TARP funds for these programs to $45.6 billion.110
Of this, $29.9 billion is obligated for MHA incentive payments.111 Housing support
programs include the following initiatives:
• Home Affordable Modification Program (“HAMP”) — HAMP is intended to
use incentive payments to encourage loan servicers (“servicers”) and investors to
modify eligible first-lien mortgages so that the monthly payments of homeowners who are currently in default or at imminent risk of default will be reduced to
affordable and sustainable levels. Incentive payments for modifications to loans
owned or guaranteed by the GSEs are paid by the GSEs, not TARP.112 While
HAMP generally refers to the first-lien mortgage modification program, it also
includes the following subprograms:
çç Home Price Decline Protection (“HPDP”) — HPDP is intended to encourage additional investor participation and HAMP modifications in areas
with recent price declines by providing TARP-funded incentives to offset
potential losses in home values.113
çç Principal Reduction Alternative (“PRA”) — PRA is intended to encourage
the use of principal reduction in modifications for eligible borrowers whose
homes are worth significantly less than the remaining outstanding balances
Government-Sponsored Enterprises
(“GSEs”): Private corporations created
and chartered by the Government to
reduce borrowing costs and provide
liquidity in the market, the liabilities
of which are not officially considered
direct taxpayer obligations. On September 7, 2008, the two largest GSEs, the
Federal National Mortgage Association
(“Fannie Mae”) and the Federal Home
Loan Mortgage Corporation (“Freddie Mac”), were placed into Federal
conservatorship. They are currently
being financially supported by the
Government.
Loan Servicers: Companies that
perform administrative tasks on
monthly mortgage payments until the
loan is repaid. These tasks include
billing, tracking, and collecting monthly
payments; maintaining records of
payments and balances; allocating
and distributing payment collections
to investors in accordance with each
mortgage loan’s governing documentation; following up on delinquencies; and
initiating foreclosures.
Investors: Owners of mortgage loans
or bonds backed by mortgage loans
who receive interest and principal
payments from monthly mortgage
payments. Servicers manage the cash
flow from borrowers’ monthly payments and distribute them to investors
according to Pooling and Servicing
Agreements (“PSAs”).
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special inspector general I troubled asset relief program
Short Sales: Sales of a home for less
than the unpaid mortgage balance. A
borrower sells the home and the lender
collects the proceeds as full or partial
satisfaction of the unpaid mortgage
balance, thus avoiding the foreclosure
process.
Deed-in-Lieu of Foreclosure: Instead
of going through foreclosure, the borrower voluntarily surrenders the deed
to the home to the home lender, as
satisfaction of the unpaid mortgage
balance.
Underwater Mortgage: Mortgage loan
on which a homeowner owes more
than the home is worth, typically as
a result of a decline in the home’s
value. Underwater mortgages are also
referred to as having negative equity.
•
•
•
•
of their first-lien mortgage loans. It provides TARP-funded incentives to
offset a portion of the principal reduction provided by the investor.114
çç Home Affordable Unemployment Program (“UP”) — UP is intended to
offer assistance to unemployed homeowners through temporary forbearance
of a portion of their payments.115 TARP funds are not used to support this
program.
çç Home Affordable Foreclosure Alternatives (“HAFA”) — HAFA is intended to provide incentives to servicers and borrowers to pursue short sales and
deeds-in-lieu of foreclosure for HAMP-eligible borrowers in cases in which
the borrower is unable or unwilling to enter into a modification.116
Second-Lien Modification Program (“2MP”) — 2MP is intended to modify
second-lien mortgages when a corresponding first-lien is modified under HAMP.
However, the requirement to modify second-liens applies only to servicers that
executed a Servicer Participation Agreement (“SPA”) to participate in 2MP prior
to October 3, 2010.117 As of June 30, 2011, 19 servicers are participating in
2MP. These servicers represent approximately 55% to 60% of the second-lien
servicing market.118
Agency-Insured Programs — Similar in structure to Treasury’s HAMP firstlien program, these initiatives are intended to reduce payments to more affordable levels on eligible first-lien mortgages insured by FHA or guaranteed by
the Department of Agriculture’s Office of Rural Development (“RD”) and the
Department of Veterans Affairs (“VA”).119 Treasury provides TARP-funded incentives to encourage modifications under the FHA and RD modification programs.
FHA Short Refinance Program and Treasury/FHA Second-Lien Program
(“FHA2LP”) — The FHA Short Refinance Program, which is partially supported by TARP funds, is intended to encourage refinancing of existing underwater
mortgage loans that are not currently insured by FHA into an FHA-insured
mortgages with lower principal balances. Treasury has provided a TARP-funded
letter of credit for up to $8 billion in loss coverage on these newly originated
FHA loans. To facilitate refinancing under this program, Treasury also uses
TARP funds to provide incentives under FHA2LP to existing second-lien holders and participating servicers who agree to partial or full extinguishment of
their liens.120
Housing Finance Agency Hardest Hit Fund (“HHF”) — A TARP-funded
program, HHF is intended to fund foreclosure prevention programs run by state
housing finance agencies in states hit hardest by the decrease in home prices
and in states with high unemployment rates. Eighteen states and the District of
Columbia have received approval for aid through the program.121
quarterly report to congress I July 28, 2011
Status of TARP Funds Obligated to Housing Support
Programs
Treasury obligated $45.6 billion to housing support programs, of which $2 billion,
or 4.3%, has been expended as of June 30, 2011.122 Effective October 1, 2010,
Treasury established that the aggregate amount available to pay servicer, borrower,
and investor incentives under MHA programs would be capped at $29.9 billion.123
The remaining $15.7 billion is allocated to funding the FHA Short Refinance and
HHF programs.124 The amount obligated to each MHA-participating servicer is established pursuant to its Program Participation Cap under its SPA with Treasury.125
Treasury set each servicer’s initial cap by estimating the number of services expected to be performed by each servicer across all housing support programs in
which it participates during the term of the SPA. According to Treasury, a servicer’s
cap will be adjusted based on several factors: (1) upward or downward, pursuant
to a Servicer Cap Model that aims to reallocate funds from servicers that have a
relatively large amount of unused funds under their cap to servicers with a relatively small amount of unused funds under their cap, or (2) downward, based on
Treasury’s analysis of the servicer’s eligible loan portfolio.126
Table 2.9 shows the breakdown in estimated funding allocations for these housing support programs.
Table 2.9
TARP allocations by Housing Support programs,
AS OF 6/30/2011 ($ BILLIONS)
HAMP
First-Lien Modification
$19.1
PRA Modification
2.0
HPDP
1.6
HAFA
4.1
UP
—a
2MP
0.1
Treasury FHA-HAMP
0.2
RD-HAMP
—b
FHA2LP
2.7
FHA Short Refinance (Loss-Coverage)
8.1c
HHF
Total Allocations
7.6
$45.6
Note: Numbers may not total due to rounding.
a
Treasury does not allocate TARP funds to UP.
b
Treasury estimates that $17.8 million will be allocated to RD-HAMP.
c
This amount includes the up to $117.0 million in fees Treasury will incur for the availability and usage of the $8.0 billion letter of credit.
Source: Treasury, responses to SIGTARP data call, 6/30/2011, 7/22/2011.
53
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special inspector general I troubled asset relief program
As of June 30, 2011, Treasury had active agreements with 126 servicers.
Originally, 145 servicers had agreed to participate in MHA.127 According to
Treasury, of the $29.9 billion obligated to participating servicers under their SPAs,
as of June 30, 2011, $1.2 billion had been spent on completing permanent modifications of first-liens (299,334 of which remain active); $27.5 million on completing
2,564 full extinguishments, 1,303 partial extinguishments, and 29,848 permanent
modifications of second-liens under the 2MP; and $37.9 million on incentives for
10,280 short sales or deeds-in-lieu of foreclosure under HAFA.128 Of the combined
amount of incentive payments, according to Treasury, approximately $575.6 million
went to pay servicer incentives, $623.4 million went to pay investor incentives, and
$227 million went to pay borrower incentives.129 As of June 30, 2011, Treasury had
disbursed approximately $478.4 million of the $7.6 billion allocated to state housing finance agencies participating in HHF, most of which has been allocated to administrative expenses.130 The remaining $8.1 billion has been obligated under FHA
Short Refinance to purchase a letter of credit to provide up to $8 billion in first loss
coverage and to pay $117 million in fees for the letter of credit. Treasury was unable to confirm whether there have been any defaults on the 257 loans refinanced
under the FHA Short Refinance program.131 Therefore, TARP has not incurred any
losses under the program and the line of credit has not yet been accessed.
The breakdown of incentive payments for TARP (non-GSE) loans is shown in
Table 2.10.
quarterly report to congress I July 28, 2011
Table 2.10
BREAKDOWN OF TARP (NON-GSE) INCENTIVE PAYMENTS,
AS OF 6/30/2011 ($ MILLIONs)
HAMP First-Lien Modification Incentives
Servicer Incentive Payment ($1,000)
Servicer Current Borrower Incentive Payment ($500)
Annual Servicer Pay for Success
Investor Current Borrower Incentive Payment ($1,500)
Non-GSEs
$331.6
12.6
205.7
37.5
Investor Monthly Reduction Cost Share
446.4a
Annual Borrower Pay for Success
201.4
HAMP First-Lien Modification Incentives Total
$1,235.2
Second-Lien Modification Program Incentives
2MP Servicer Incentive Payment
2MP Servicer Pay for Success
2MP Borrower Pay for Success
$14.2
—
—
2MP Investor Cost Share
6.4
2MP Investor Full Extinguishment
6.0
2MP Investor Partial Extinguishment
0.9
Second-Lien Modification Program Incentives Total
$27.5
HAFA Incentives
Servicer Incentive Payment
Investor Reimbursement
Borrower Relocation
HAFA Incentives Total
HPDP
FHA2LP
10.1
3.5
24.2
$37.9
$122.6
—
PRA
—b
RD-HAMP
—c
Treasury/FHA-HAMP Incentives
Annual Servicer Pay for Success
Annual Borrower Pay for Success
Treasury/FHA-HAMP Incentives Total
TOTAL
Note: Numbers affected by rounding.
a
Investor Monthly Reduction Cost Share is considered an incentive payment.
b
PRA has paid $18,224 in incentives.
c
Treasury could not provide SIGTARP with RD-HAMP incentive data as of June 30, 2011.
Source: Treasury, response to SIGTARP data call, 7/6/2011.
1.4
1.4
2.8
$1,426.0
55
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special inspector general I troubled asset relief program
HAMP
According to Treasury, HAMP was intended “to help as many as three to four
million financially struggling homeowners avoid foreclosure by modifying loans to a
level that is affordable for borrowers now and sustainable over the long term.”132
HAMP First-Lien Modification Program
In designing HAMP, the Administration envisioned a “shared partnership” between
the Government and investors to bring distressed borrowers’ first-lien monthly
payments down to an “affordable” and sustainable level — defined by Treasury as
31% of the borrower’s monthly gross income.133 Under the program, investors are
responsible for all payment reductions necessary to bring a borrower’s monthly
payment down to 38% of their monthly gross income. The additional reductions
needed to bring the monthly payment down to a 31% ratio are shared between investors and the Government.134 Treasury will also compensate investors for reducing the principal on certain underwater mortgages.135
Trial Plan Evaluation
Borrowers may be solicited for participation by their servicers or they may request
participation in HAMP.136 Before offering the borrower a trial modification plan,
the servicer must verify the accuracy of the borrower’s income and other eligibility criteria. In order to verify the borrower’s eligibility for a modification under the
program, borrowers must submit the following documents:137
For more information on the RMA
form and what constitutes hardship,
see SIGTARP’s April 2011 Quarterly
Report, page 62.
For more information on the borrower
certification process required by the
Dodd-Frank Act, see SIGTARP’s October
2010 Quarterly Report, page 83.
For more information on the Verification
Policy, see SIGTARP’s April 2011
Quarterly Report, page 63.
• an MHA “request for modification and affidavit” (“RMA”) form, which provides
the servicer with the borrower’s financial information, including the cause of the
borrower’s hardship;
• signed and completed requests for Federal tax return transcripts or the most
recent Federal income tax return, including all schedules and forms;
• income verification documentation, such as recent pay stubs or evidence of
other sources of income; and
• Dodd-Frank certification of whether a borrower is eligible to receive assistance
under the MHA program, provided that the borrower has not been convicted in
the past 10 years of any of the following in connection with a mortgage or real
estate transaction: felony larceny, theft, fraud, or forgery; money laundering, or
tax evasion.
Effective May 1, 2011, participating servicers are required to develop and adhere to written policy and procedures that, among other things, detail the methodology that the servicer will use to calculate and verify monthly gross income for the
borrower and the borrower’s household.138
After verifying eligibility and income, the servicer follows the modification
steps prescribed by HAMP guidelines to calculate the reduction in the borrower’s
quarterly report to congress I July 28, 2011
monthly mortgage payment needed to achieve a 31% debt-to-income (“DTI”) ratio,
that is, a payment equal to 31% of his or her gross monthly income.139
In the first step, the servicer capitalizes any unpaid interest and fees (i.e., adds
them to the outstanding principal balance). Second, the servicer reduces the interest rate in incremental steps to as low as 2%. If the 31% DTI ratio threshold has
still not been reached, in the third step the servicer extends the term of the mortgage to a maximum of 40 years from the modification date. If these steps are still
insufficient to reach the 31% threshold, the servicer may forbear principal (defer its
due date), subject to certain limits.140 The forbearance amount is not interest bearing and results in a lump-sum payment due upon the earliest of the sale date of the
property, the payoff date of the interest-bearing mortgage balance, or the maturity
date of the mortgage.141
Servicers are not required to forgive principal under HAMP. However, servicers
may forgive principal in order to lower the borrower’s monthly payment to achieve
the DTI ratio goal of 31% on a stand-alone basis or before any of the other HAMP
modification steps described above.142
Finally, after engaging in the modification calculations, “all loans that meet
HAMP eligibility criteria and are either deemed to be in imminent default or
delinquent [by] two or more payments must be evaluated using a standardized Net
Present Value (“NPV”) test that compares the NPV result for a modification to
the NPV result for no modification.”143 The NPV test uses a series of inputs that
compares the expected cash flow from a modified loan with the cash flow from the
same loan with no modifications, based on certain assumptions. A positive NPV
test result indicates that a modified loan is more valuable to the investor than if the
loan is not modified. In that case, under HAMP rules, the servicer must offer the
borrower a mortgage modification. If the test generates a negative result, modification is optional.144 In reviewing a borrower’s application, servicers cannot refuse
to evaluate a borrower for a modification simply because the outstanding loan
currently has a low loan-to-value (“LTV”) ratio. (The lower the LTV ratio is, the
higher the probability that a foreclosure will be more profitable to an investor than
a modification, because of the proceeds that would be realized from a foreclosure
sale.) The servicer is required to perform and document the evaluation in a manner
consistent with program guidelines.145
With respect to loans owned or guaranteed by the GSEs, servicers are required
to offer a trial modification if the NPV test results are equal to or greater than
negative $5,000. In other words, even if the NPV test indicates that a modified
mortgage would cost the GSE up to $5,000 more than foreclosure would, the servicer still must offer the modification.146
Net Present Value (“NPV”) Test: Compares the money generated by modifying the terms of the mortgage with
the amount an investor can reasonably
expect to recover in a foreclosure sale.
Loan-to-Value (“LTV”) Ratio: Lending
risk assessment ratio that mortgage
lenders examine before approving a
mortgage; calculated by dividing the
outstanding amount of the loan by the
value of the collateral backing the loan.
Loans with high LTV ratios are generally seen as higher risk because the
borrower has less of an equity stake in
the property.
Trial Modification: Under HAMP, a period of at least three months in which a
borrower is given a chance to establish
that he or she can make lower monthly
mortgage payments and qualify for a
permanent modification.
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special inspector general I troubled asset relief program
How Trial Modifications Work
Treasury originally intended that HAMP trial period modifications would last three
months; however, according to Treasury, as of June 30, 2011, of a combined total
of 115,515 (non-GSE and GSE) active trials, 22,230, or 19%, had lasted more than
six months.147
During a trial period, the borrower must make at least three modified payments.148 Under a “trial period plan” (“TPP”), borrowers may qualify for a permanent modification as long as they make all required payments on time, are eligible,
and provide proper documentation, including a modification agreement.149 The
terms of these permanent modifications remain fixed for at least five years.150 After
five years, the loan’s interest rate can increase if the modified interest rate had been
reduced below the current 30-year conforming fixed interest rate on the date of the
initial modification. The interest rate can rise incrementally by up to 1% per year
until it reaches that rate.151 Otherwise, the modified interest rate remains permanent. Beginning May 1, 2011, if a borrower is denied a permanent modification
because of missed trial payments, the servicer must, within 30 days of the missed
payment, re-calculate the borrower’s income using the original income documentation to ensure that the trial payment was correctly calculated. The servicer is not
required to re-run the calculation if the borrower missed a trial payment because of
a significant change in circumstances resulting in a reduction in income. If the recalculation shows that the borrower’s trial payment exceeded the proper payment
by 10% or more, the servicer must offer the borrower a new trial period with the
correct payment.152
If the borrower misses a payment during the trial or is denied a permanent
modification for any other reason, the borrower is, in effect, left with the original
terms of the mortgage. The borrower is responsible for the difference between
the original mortgage payment amount and the reduced trial payments that were
made during the trial. In addition, the borrower may be liable for late fees that were
generated during the trial. In other words, a borrower can be assessed late fees for
failing to make the original pre-modification scheduled payments during the trial
period, even though under the trial modification the borrower is not required to
make these payments. Late fees are waived only for borrowers who receive a permanent modification.153
Modification Incentives
As of June 30, 2011, servicers received a one-time incentive fee payment of $1,000
for each permanent modification completed under HAMP, and additional compensation of $500 if the borrower was current but at imminent risk of default before
enrolling in the trial plan. On July 6, 2011, Treasury announced that it was changing the flat $1,000 incentive to a new sliding scale based on the length of time the
loan was delinquent as of the effective date of the TPP. For loans less than or equal
quarterly report to congress I July 28, 2011
to 120 days delinquent, servicers will now receive $1,600.154 For loans 121-210
days delinquent, servicers will receive $1,200. For loans more than 210 days delinquent, servicers will only receive $400. Additionally, under this new system, the
$500 current borrower incentive will no longer be paid. Servicers are also prohibited from taking additional collection measures to reduce the delinquency period in
order to qualify for higher incentives. Treasury stated that this system is “designed
to encourage servicers to provide an appropriate solution, at the very early stages of
the delinquency, to borrowers who are suffering a hardship.”155 The new incentive
scale will affect all permanent HAMP modifications with a trial period plan effective date on or after October 1, 2011.156
For borrowers whose monthly mortgage payment was reduced through HAMP
by 6% or more, servicers also receive “pay for success” payments of up to $1,000
annually for three years if the borrower remains in good standing (defined as less
than three full monthly payments delinquent).157
Borrowers whose monthly mortgage payment is reduced through HAMP by
6% or more and who make monthly payments on time earn an annual “pay for
performance” principal balance reduction of up to $1,000.158 The principal balance
reduction accrues monthly and is payable for each of the first five years as long as
the borrower remains current on his or her monthly payments.159
An investor is entitled to compensation, for up to five years, equal to one-half of
the dollar difference between the borrower’s monthly payment (principal and interest) under the modification, based on 31% of gross monthly income, and the lesser
of (1) the borrower’s monthly principal and interest at 38% and (2) the borrower’s
pre-modification monthly principal and interest payment.160 If applicable, investors also earn an extra one-time, up-front payment of $1,500 for modifying a loan
that was current before the trial period (i.e., at risk of imminent default) and whose
monthly payment was reduced by at least 6%.161
As of June 30, 2011, of the $29.9 billion in TARP funds allocated to the 126
servicers participating in HAMP, approximately 81% was allocated to the 10 largest
servicers.162 Table 2.11 outlines these servicers’ relative progress in implementing
the HAMP modification programs.
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Table 2.11
tarp (Non-GSE) INCENTIVE PAYMENTS BY 10 LARGEST SPA SERVICERS, AS OF 6/30/2011
SPA Cap Limit
BAC Home Loans Servicing, LP
(Formerly known as Countrywide
Home Loans Servicing)
Incentive Payments
to Borrowers
Incentive Payments Incentive Payments
to Investors
to Servicers
Total Incentive
Payments
$6,349,073,089
$27,559,698
$78,530,233
$68,216,221
Wells Fargo Bank, NA
5,128,387,058
28,374,162
80,352,602
69,281,823
$174,306,152
178,008,588
J.P. Morgan Chase Bank, NA
3,345,783,295
42,687,366
68,670,462
85,201,942
196,559,770
OneWest Bank
1,836,229,265
9,688,319
34,003,983
24,184,841
67,877,144
Bank of America, NA
1,555,113,000
3,107,416
13,713,245
10,080,939
26,901,599
Ally Financial Inc. (formerly GMAC)
1,499,075,924
10,126,737
39,142,406
30,951,449
80,220,591
American Home Mortgage Servicing, Inc.
1,308,575,052
12,023,297
49,651,169
39,422,434
101,096,901
Ocwen Financial Corporation, Inc.
1,144,140,562
15,103,345
42,459,575
36,907,445
94,470,365
CitiMortgage, Inc.
1,065,966,341
15,033,316
46,787,377
41,072,284
102,892,977
Litton Loan Servicing, LP
1,055,266,911
7,805,147
23,240,915
19,540,214
50,586,276
$24,287,610,497
$171,508,803
$476,551,966
$424,859,593
$1,072,920,363
Total
Note: Numbers may not total due to rounding.
Source: Treasury, Transactions Report, 7/1/2011.
Modification Statistics
As of June 30, 2011, a total of 657,044 mortgages were in active permanent modifications (GSE and non-GSE) and 115,515 were in active trial modifications. For
borrowers receiving non-GSE permanent modifications, 100% received an interest
rate reduction, 59.7% received a term extension, 30.5% received principal forbearance, and 3.69% received principal forgiveness.163 HAMP modification activity,
broken out by GSE and TARP (non-GSE) loans, is shown in Table 2.12.
Table 2.12
HAMP MODIFICATION ACTIVITY BY GSE/NON-GSE, AS OF 6/30/2011
Trials Started
GSE
880,772
420,891
50,923
408,958
51,248
357,710
Non-GSE
758,610
339,905
64,592
354,113
54,779
299,334
1,639,382
760,796
115,515
763,071
106,027
657,044
Total
Trials
Active
Trials
Converted Permanents Permanents
to Permanent
Cancelled
Active
Trials
Cancelled
Sources: Treasury, responses to SIGTARP data call, 7/22/2011, 7/23/2011.
quarterly report to congress I July 28, 2011
What Happens When a HAMP Modification Is Denied: Servicer Obligations and
Borrower Rights
Treasury has issued a series of guidance governing both the obligations of servicers
and the rights of borrowers in connection with the denial of loan modification
requests. This guidance includes the rights of borrowers to receive Non-Approval
Notices if they are not approved for a HAMP modification and to request reconsideration or re-evaluation if they believe one or more NPV analysis inputs is incorrect
or if they experience a change in circumstance. In addition, Treasury guidance outlines the obligations of servicers to have written procedures and personnel in place
to respond to borrower inquiries and disputes that constitute “escalated cases” in a
timely manner.
Single Point of Contact
Beginning September 1, 2011, the 20 largest mortgage servicers participating in
MHA (i.e., those servicers that had a Program Participation Cap of $75 million
or more as of May 18, 2011) will be required to assign a single point of contact to
borrowers potentially eligible for evaluation under HAMP, HAFA, or UP.164 The
other participating servicers are encouraged, but not required, to adopt this new
guidance. Borrowers who are: (a) in the process of being evaluated for HAMP,
HAFA or UP; or (b) already participating in a trial HAMP modification, an unemployment forbearance program, or who have executed a HAFA short sale or
deed-in-lieu agreement as of September 1, 2011, will need to be assigned a single
point of contact no later than November 1, 2011.165 Borrowers who were deemed
ineligible for HAMP, HAFA or UP prior to September 1, 2011, and who request
re-evaluation after September 1, 2011, must be assigned a single point of contact
if the servicer determines that there has been a significant change in the borrower’s
circumstances.
The single point of contact, referred to as the “relationship manager,” will
have the sole primary responsibility for communicating with the borrower (or the
borrower’s authorized advisor) about options to avoid foreclosure, his/her status
in the process, coordination of receipt of documents, and coordination with other
servicer personnel to promote compliance with MHA timelines and requirements.
The relationship manager must be an employee of the servicer and cannot be a
contractor, and will be assigned when the servicer makes successful contact with
the borrower.166 This single relationship manager will be responsible for managing
the borrower relationship throughout the entire delinquency or imminent default
resolution process, and if the loan is subsequently referred to foreclosure, must be
available to respond to borrower inquiries regarding the status of the foreclosure.
The relationship manager’s proactive responsibilities end when a homeowner completes a loan modification or when all loss mitigation actions have been exhausted.
For more information on HAMP
servicer obligations and borrower rights,
see SIGTARP’s April 2011 Quarterly
Report, pages 67-76.
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The servicer must ensure that one relationship manager is always reachable. If
it is necessary to change the relationship manager (e.g., the relationship manager is
no longer employed, work responsibilities change, on extended leave), the servicer
must provide written notification of the changed contact information to the borrower within five business days of assignment of the new relationship manager.167
The servicer must also ensure that it has the appropriate personnel and infrastructure in place to carry out the relationship manager’s responsibilities when the
relationship manager is not reachable.
Launch of NPV Calculator Website (www.CheckMyNPV.com)
Pursuant to Section 1482 of the Dodd-Frank Act, Treasury and the Department of
Housing and Urban Development (“HUD”) launched a publicly available web-based
NPV calculator based on the HAMP NPV model on May 23, 2011, to assist borrowers in understanding the NPV evaluation process under HAMP and in conducting
an estimated NPV evaluation of their mortgage. The web-based NPV calculator can
be used by borrowers prior to applying for a HAMP modification to help them better
understand the NPV evaluation process. The tool can also be used by borrowers who
have been denied a HAMP modification because of their NPV result. Borrowers can
enter the NPV input values listed in the HAMP Non-Approval Notice received from
their mortgage servicer, or substitute with estimated NPV input values, to compare
the outcome provided by CheckMyNPV.com against that on the Non-Approval
Notice. According to Treasury, the calculator provides a downloadable results page
that lists “all input variables as well as the outcome, so that borrowers and servicers
together can discuss the factors considered in the NPV evaluations and their eligibility for HAMP or other foreclosure prevention programs.”168
Home Price Decline Protection Program (“HPDP”)
The HPDP initiative provides investors with additional incentives for modifications
of loans on properties located in areas where home prices have recently declined
and where investors are concerned that price declines may persist. HPDP incentive payments are linked to the rate of recent home price decline in a local housing
market, as well as the unpaid principal balance (“UPB”) and mark-to-market LTV
ratio of the mortgage loan.169
HPDP is intended to address the fears of investors who may withhold their
consent to loan modifications because of potential future declines in the value of
the homes that secure the mortgages, should the modification fail and the loan go
into foreclosure. In such a circumstance, the investor could suffer greater losses for
offering modifications than under an immediate foreclosure. By providing incentive
payments to mitigate that potential loss for a 24-month period, Treasury hopes to
encourage more lenders and investors to modify loans.
quarterly report to congress I July 28, 2011
Under HPDP, Treasury has published a standard formula, based on the UPB of
the mortgage, the recent decline in area home prices during the six months before
the start of the HAMP modification, and the LTV ratio, that will determine the size
of the incentive payment.170 The HPDP incentive payments accrue monthly over a
24-month period and are paid out annually on the first and second anniversaries of
the initial HAMP trial period mortgage payment. Accruals are discontinued if the
borrower loses good standing under HAMP by missing three mortgage payments.
As of June 30, 2011, according to Treasury, approximately $122.6 million in TARP
funds had been paid to investors. According to Treasury, 74,537 loans have received
HPDP investor incentives.171
Principal Reduction Alternative (“PRA”)
On June 3, 2010, Treasury announced that it would implement a program intended to provide investors with incentive payments to encourage them to forgive
principal for significantly underwater mortgages. Although the Principal Reduction
Alternative (PRA) did not officially take effect until October 1, 2010, servicers
were permitted to begin offering PRA assistance immediately.172 PRA is applicable
only to non-GSE loans and therefore does not cover loans owned, guaranteed, or
insured by Freddie Mac or Fannie Mae, which have refused to participate in the
program.173 Treasury reported to SIGTARP that as of June 30, 2011, 26,258 borrowers are participating in PRA.174
Before PRA started, servicers were allowed to forgive principal to achieve the
DTI ratio goal of 31% on a stand-alone basis or before any of the other HAMP
modification steps but did not receive additional incentive payments for doing so.175
PRA gave servicers new flexibility in applying waterfall steps if they forgave at least
5% of a borrower’s UPB in conjunction with a PRA modification and added incentives for investors.176 PRA does not require servicers to forgive principal under any
circumstances, even when doing so is deemed to offer greater financial benefit to
the investor.177
Who Is Eligible
Borrowers who meet all HAMP eligibility requirements and who owe more than
115% of their home’s value are eligible for PRA.178 According to Treasury, servicers
may but are not required to evaluate for PRA assistance those existing HAMP
borrowers who were in HAMP permanent modifications or existing second-lien
mortgage loans modified through 2MP retroactively.179 Servicers that choose to do
so must develop written policies and procedures to identify existing loans that are
eligible and treat them in a consistent manner.180 If a servicer chose to consider
existing HAMP borrowers for retroactive application of PRA, it had to evaluate
those loans by January 31, 2011.181
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special inspector general I troubled asset relief program
How PRA Works
Table 2.13
PRA incentives to investors per
dollar of loan principal
reduced
Mark-to-Market
105%
Loan-to-Value Ratio to
(“LTV”) Rangea
115%
115%
to
140%
> 140%
Incentive Amounts
$0.15
$0.10
$0.21
Note: Loans less than or equal to six months past due. For loans
that were more than six months delinquent within the previous
year, investors receive $0.06 per dollar of UPB forgiven in compensation, regardless of the LTV ratio.
a
The mark-to-market LTV is based on the pre-modified UPB of the
first-lien mortgage divided by the value of the property.
Source: Treasury, “Making Home Affordable Program Handbook
for Servicers of Non-GSE Mortgages, Version 3.2,” 6/1/2011,
www.hmpadmin.com/portal/programs/docs/hamp_servicer/
mhahandbook_32.pdf, accessed 6/29/2011.
Equity Share Agreement: Agreement
that a homeowner will share future increases in home value with a mortgage
investor or other party. In the context
of mortgage loan modifications, the
investor may reduce the borrower’s
UPB in return for the right to share in a
portion of any future rise in the home’s
value. An equity share agreement thus
may provide the mortgage investor
with a prospect of recovering its full investment, even if it provides a principal
reduction to the borrower. Conversely,
it may also provide an immediate benefit to an “underwater” borrower, yet
still offer that borrower some prospect
of benefiting from future home price
appreciation.
For more information concerning
equity share agreements in the context
of HAMP mortgage loan modifications,
see SIGTARP’s April 2011 Quarterly
Report, page 84.
Principal forbearance divides a mortgage loan into two segments, one interestbearing and the other not. The borrower continues to make regular principal and
interest payments on the interest-bearing segment, but no monthly payments are
due on the non-interest-bearing segment. Rather, that segment, which represents
the principal forbearance amount, is due as an additional lump-sum or “balloon”
payment at the earlier of the sale of the property or the maturity date of the mortgage. Under PRA, if the borrower remains in good standing on the first, second,
and third anniversaries of the modification, the servicer reduces the principal balance in the separate forbearance account on each anniversary in installments equal
to one-third of the initial PRA forbearance amount.182
Participating servicers must evaluate for PRA assistance every HAMP-eligible
loan that has an outstanding LTV greater than 115%. A servicer does so by running
two NPV tests — one with and one without principal forgiveness — using methodologies prescribed by Treasury.183 If the standard waterfall produces a positive NPV
result, the servicer must modify the loan.184 However, servicers are not required to
offer principal reduction, even when the NPV result under the alternative waterfall using principal forgiveness is positive and exceeds the NPV result under the
standard waterfall; they are required simply to consider PRA-eligible borrowers for
such assistance.185
Who Gets Paid
According to Treasury, in addition to the other incentives paid for first-lien modifications, investors are entitled to receive a percentage of each dollar of principal
forgiven under PRA. Incentive payments are received on the first, second, and third
anniversaries of the modification date and are paid at the same time that the previously forborne principal is forgiven.186 According to Treasury, as of June 30, 2011,
Treasury had paid $18,224 in PRA incentives.187 Table 2.13 shows the schedule
under which investors are compensated for forgiving principal for those loans that
have been delinquent for six months or less within the previous year. The incentive
payments range from $0.06 to $0.21 per dollar of UPB forgiven, depending on the
level to which the outstanding LTV ratio was reduced and the period of delinquency.188 The schedule provides increasing incentive payments for the additional
amount by which investors are willing to reduce a mortgage’s UPB compared with
the property’s value. Treasury states that although servicers may reduce the mortgage principal balance below the floor of a 105% LTV ratio, no PRA incentives will
be paid for that portion of the principal reduction amount.189
As an additional incentive, an investor may agree to reduce a borrower’s UPB as
part of an equity share agreement under which the borrower and investor agree to
share in the increase of the value of the property, under certain conditions.190
quarterly report to congress I July 28, 2011
Home Affordable Unemployment Program (“UP”)
UP, which was announced on March 26, 2010, provides temporary assistance
to borrowers whose hardship is related to unemployment.191 Under the program,
unemployed borrowers who meet certain qualifications can receive forbearance for
a portion of their mortgage payments. As of June 30, 2011, the forbearance period
was a minimum of three months, unless the borrower found work during this
time.192 On July 7, 2011, Treasury announced that it would increase the minimum
forbearance period to 12 months, subject to investor and regulatory guidance.193
According to Treasury, forbearance will soon become available to unemployed
borrowers who are seriously delinquent (by more than three months). As of May
31, 2001, which according to Treasury is the latest data available, 6,752 borrowers
were actively participating in UP.194
Who Is Eligible
As of June 30, 2011, HAMP servicers are required to offer an UP forbearance plan
of at least three months to a borrower who meets minimum eligibility criteria for
HAMP and certain additional requirements under UP including, among others,
that the borrower requested an UP forbearance plan before the first-lien mortgage loan was seriously delinquent (three months or more overdue), the borrower
received unemployment benefits for up to three months before the forbearance
period begins, and that the borrower be unemployed and receive unemployment
benefits in the month the UP forbearance becomes effective. On July 7, 2011,
Treasury announced that it would increase the minimum forbearance plan period
from three months to 12 months and make UP available to borrowers who are
seriously delinquent.195 If the borrower becomes eligible for the UP forbearance
plan and accepts the plan offer, the servicer must cancel the HAMP trial period
plan. Eligible borrowers may request a new HAMP trial period plan after the UP
forbearance plan is completed. If an unemployed borrower in bankruptcy proceedings requests consideration for HAMP, the servicer must first evaluate the borrower
for UP, subject to any required bankruptcy court approvals.196
A borrower who has been determined to be ineligible for HAMP may request
assessment for an UP forbearance plan if he or she meets all the eligibility criteria.197 If a borrower who is eligible for UP declines an offer for an UP forbearance
plan, the servicer is not required to offer the borrower a modification under HAMP
or 2MP while the borrower remains eligible for an UP forbearance plan.198
How UP Works
For qualifying homeowners, the mortgage payments during the forbearance period are lowered to no more than 31% of gross monthly income, which includes
unemployment benefits.199 The UP forbearance plan is required to last a minimum of three months, unless the borrower becomes employed within that time.200
For more information on additional UP
eligibility criteria, see SIGTARP’s April
2011 Quarterly Report, pages 80-81.
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For more information on the
Home Affordable Unemployment
Program, see Section 4: “SIGTARP
Recommendations” of this report.
Deficiency Judgment: Court order
authorizing a lender to collect all or
part of an unpaid and outstanding debt
resulting from the borrower’s default
on the mortgage note securing a debt.
A deficiency judgment is rendered
after the foreclosed or repossessed
property is sold when the proceeds are
insufficient to repay the full mortgage
debt.
However, on July 7, 2011, Treasury announced that it will increase the minimum
forbearance period to 12 months in the future.
If the borrower regains employment but because of reduced income still has a
hardship, the borrower must be considered for HAMP. If the borrower is eligible,
any payments missed prior to and during the period of the UP forbearance plan are
capitalized as part of the normal HAMP modification process.201 If the UP forbearance period expires and the borrower is ineligible for HAMP, the borrower may be
eligible for HAMP foreclosure alternatives, such as HAFA.202
Home Affordable Foreclosure Alternatives (“HAFA”)
According to Treasury, HAFA is intended to encourage servicers to provide
borrowers with an alternative to foreclosure by offering financial incentives to
servicers and borrowers utilizing a streamlined process for conducting short sales
or deeds-in-lieu of foreclosure as an alternative to foreclosure.203 Under HAFA,
the servicer forfeits the ability to pursue a deficiency judgment against a borrower
who uses a short sale or deed-in-lieu when the property is worth less than the
outstanding amount on the mortgage.204 HAFA provides financial incentives and
reimbursements for a successful short sale or deed-in-lieu of foreclosure, including
a $3,000 “relocation” incentive payment to borrowers, a $1,500 incentive payment
to servicers, and incentive payments to subordinate mortgage lien holders of up
to $2,000 in exchange for a release of the lien and the borrower’s liability.205
The program was announced on November 30, 2009, and went into effect on
April 5, 2010.206
While a borrower must still provide sufficient evidence of hardship by completing and executing a Hardship Affidavit or RMA, and servicers must continue
to independently verify a borrower’s hardship, servicers are no longer required by
Treasury to verify a borrower’s financial information or determine whether the
borrower’s total monthly payment exceeds 31% of his or her gross monthly income,
unless this verification is required by the investor. However, servicers retain the discretion to require borrowers to provide additional financial information or evidence
of hardship.207
To receive the $3,000 relocation incentive under the program, a borrower is
required only to provide documentation that the property was used as the primary
residence at some point within the 12 months preceding the request for assistance.208 Servicers are required to obtain third-party verification that the property
was the borrower’s primary residence at some point within the prior 12 months,
and may not rely exclusively on an affidavit provided by the borrower. The property
can be vacant or even rented to a non-borrower. A borrower’s reason for relocation and the distance of that relocation from the property are not relevant.209 In
addition, borrowers do not have to move out of their homes in order to receive the
$3,000 “relocation” incentive payment.210 With these changes, after a borrower
quarterly report to congress I July 28, 2011
relinquishes title, the servicer can allow the borrower to remain in the home on a
rental basis (referred to as a “deed-for-lease”) or to repurchase the property later
without affecting the borrower’s right to receive the incentive payment. Servicers
have the option to pay the incentive either upon successful surrender of the title or
when the borrower vacates or repurchases the property.211
As of June 30, 2011, which according to Treasury is the latest data available,
approximately $37.9 million from TARP had been paid to investors, borrowers,
and servicers in connection with 10,280 short sales or deeds-in-lieu of foreclosure transfers completed under HAFA.212 As of May 31, 2011, which according to
Treasury is the latest data available, Treasury reported that the 10 largest servicers
alone had completed 112,525 short sales and deeds-in-lieu outside HAMP for borrowers whose HAMP trial modifications had failed, borrowers who had chosen not
to participate, or were ineligible for the program.213 The greater volume of activity
outside HAMP may be explained, in part, by the fees and deficiency judgments that
servicers are able to collect from the borrower in non-HAFA transactions, fees, and
judgments that are not available within HAFA.
Second-Lien Modification Program (“2MP”)
According to Treasury, 2MP is designed to work in tandem with HAMP and to
help provide relief for borrowers with second mortgages that are serviced by a
participating 2MP servicer. The same servicer does not have to service both liens
in order for the second-lien to be eligible for modification under 2MP. Under the
program, when a borrower’s first-lien is modified under HAMP and the servicer
of the second-lien is a 2MP participant, that servicer must offer to modify or
extinguish the borrower’s second-lien. 2MP relies on existing first-lien data and any
additional information obtained from HAMP’s administrator. The servicer modifies
the borrower’s second-lien according to “a defined protocol,” accepting a lump-sum
payment from Treasury for full extinguishment of the second-lien principal or in
exchange for a partial extinguishment and the modification of the remainder of the
second-lien.214 Second-lien servicers are not required to verify any of the borrower’s
financial information and do not perform a separate NPV analysis in order to
modify the second-lien.
To be eligible for a 2MP modification or partial extinguishment, the second-lien
must have a UPB of at least $5,000 and a pre-modification mortgage payment of
at least $100 as of the date of its initial evaluation for the program.215 For a secondlien modification under 2MP, the servicer first capitalizes any accrued interest
and servicing advances, then reduces the interest rate, which is determined by the
nature of the loan. The interest rate for amortizing second-liens (those that require
payments of both interest and principal) decreases to 1% for the first five years
of the loan. If the loan is interest-only (non-amortizing), the servicer can either
convert the interest-only payment to an amortizing equivalent bearing a 1% interest
Servicing Advances: If borrowers’
payments are not made promptly and
in full, servicers are contractually obligated to advance the required monthly
payment amount in full to the investor:
Once a borrower becomes current
or the property is sold or acquired
through foreclosure, the servicer is
repaid all advanced funds.
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special inspector general I troubled asset relief program
Table 2.14
2MP COMPENSATION PER DOLLAR OF
LOAN PRINCIPAL EXTINGUISHED
Combined
Loan-to-Value
< 115%
Ratio (“CLTV”)
Rangea
115%
to
140%
> 140%
Incentive
Amounts
$0.15
$0.10
$0.21
Note: Loans less than or equal to six months past due. For loans
that were more than six months past delinquent within the previous year, investors will receive $0.06 per dollar in compensation,
regardless of the LTV ratio.
a
The LTV is the ratio of the sum of the current total UPB of the
HAMP-modified first lien and the current total UPB of the unmodified second-lien divided by the property value determined in
connection with the permanent HAMP modification.
Source: Treasury, “Making Home Affordable Program Handbook
for Servicers of Non-GSE Mortgages, Version 3.2,” 6/1/2011,
www.hmpadmin.com/portal/programs/docs/hamp_servicer/
mhahandbook_32.pdf, accessed 6/29/2011.
rate or retain the interest-only schedule and reduce the rate to 2% for the first five
years. In both cases, after the five-year period the rate increases to match the rate
on the HAMP-modified first-lien. When modifying the second-lien, the servicer
must, at a minimum, extend the term to match the term of the first-lien but can
extend the term up to a maximum of 40 years. To the extent that there is forbearance or principal reduction for the modified first-lien, the second-lien holder must
forbear or forgive at least the same percentage on the second-lien.216
The servicer receives a $500 incentive payment upon modification of a secondlien. If a borrower’s monthly second-lien payment is reduced by 6% or more, the
servicer is eligible for an annual “pay for success” incentive payment of $250
per year for up to three years, and the borrower is eligible for an annual “pay for
performance” principal balance reduction payment of up to $250 per year for up
to five years.217 Investors receive modification incentive payments equal to an annualized amount of 1.6% of the unmodified UPB, paid on a monthly basis for up
to five years. If the borrower misses three consecutive payments on the modified
second-lien or if the associated first-lien is no longer in good standing, no further
incentive payments are typically made to the servicer or the borrower.218 However,
the incentives may be paid under certain conditions.219 If the second-lien is fully
or partially extinguished, the investor receives a payment of a percentage of the
amount extinguished, using the schedule shown in Table 2.14. This schedule applies only to loans that have been six months delinquent or less within the previous
year. For loans that have been more than six months delinquent within the previous
12 months, investors are paid $0.06 per dollar of the UPB of second-liens being extinguished, regardless of the combined LTV ratio.220 As of June 30, 2011, according
to Treasury, approximately $27.5 million in TARP funds had been paid to servicers
and investors in connection with 33,715 loan extinguishments and modifications
under 2MP.221
Agency-Insured Loan Programs (FHA-HAMP, RD-HAMP and
VA-HAMP)
Some mortgage loans insured or guaranteed by the Federal Housing Administration
(FHA), Department of Veterans Affairs (VA), or the U.S. Department of Agriculture
Rural Development (RD) are eligible for modification under HAMP companion
programs. Similar to HAMP, Treasury/FHA-HAMP and RD-HAMP reduce borrowers’ monthly mortgage payments to 31% of their gross monthly income and require
borrowers to complete trial payment plans before their loans are permanently
modified. Subject to meeting Treasury’s eligibility criteria, borrowers are eligible
to receive a maximum $1,000 pay-for-performance compensation incentive and
servicers are eligible to receive a maximum $1,000 pay-for-success compensation
incentive from Treasury on mortgages in which the monthly payment was reduced
by at least 6%.222 Incentive payments to servicers are paid annually for the first
quarterly report to congress I July 28, 2011
three years after the first anniversary of the first trial payment due date, as long as
the loan remains in good standing and has not been fully repaid at the time the
incentive is paid. Incentive payments to borrowers are paid over five years.223 Unlike
HAMP, no payments are made to investors because they already have the benefit
of a Government loan guarantee.224 In order to participate in these programs,
servicers that previously executed a SPA were required to execute — by October
3, 2010 — an Amended and Restated SPA or an additional Service Schedule that
includes Treasury/FHA-HAMP or RD-HAMP.225 As of June 30, 2011, according to
Treasury, approximately $2.8 million in TARP funds had been paid to servicers and
borrowers in connection with 3,383 permanent FHA-HAMP modifications. For the
third quarter in a row, Treasury stated that it could not provide SIGTARP with the
amount of incentive payments and modifications completed under RD-HAMP.226
VA-HAMP follows the typical HAMP modification procedure, aiming to reduce
monthly mortgage payments to 31% of a borrower’s gross monthly income.227
However, VA-HAMP modifications do not have a trial period. The modification
agreement immediately changes the installment amount of the mortgage payment.228 Treasury does not provide incentive compensation related to VA-HAMP.229
VA-HAMP also does not require servicers to sign a SPA.230
Ensuring Effective Servicer Compliance with MHA Programs
Treasury required servicers in its April 6, 2009, guidance to develop and execute
quality assurance programs and has since updated that guidance. According to
the updated guidance, effective May 1, 2011, servicers are required to develop,
document, and execute an effective internal quality assurance (“QA”) program that
includes independent reviews, conducted at least quarterly, of each MHA program
in which the servicer participates. The purpose of these reviews is to ensure that
the servicer is following the SPA and program guidelines.231 The QA team must
conduct reviews at least quarterly and distribute a report to senior management
that includes recommendations for remediation actions. These reports must be
retained by senior management and made available to Treasury’s compliance agent,
Making Home Affordable-Compliance (“MHA-C”), upon request.232
MHA Servicer Assessments
Treasury has begun publishing quarterly Servicer Assessments of the 10 largest
mortgage servicers participating in MHA. The first of these assessments, primarily
covering the first quarter of 2011, was published in the April 2011 MHA Program
Report that was issued in June 2011.233
Servicer Assessments focus on compliance with the requirements of the MHA
program and on program results. The compliance assessment portion is based on
the findings of servicer compliance reviews conducted by MHA-C. These findings are divided into three performance categories: Identifying and Contacting
For more information on Treasury’s
guidance concerning servicer
compliance with MHA programs,
see SIGTARP’s April 2011 Quarterly
Report, pages 75-76.
For more information on MHA Servicer
Assessments, see Section 4: “SIGTARP
Recommendations” of this report.
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Homeowners; Homeowner Evaluation and Assistance; and Program Management,
Reporting, and Governance. These categories in turn contain several quantitative
and qualitative metrics, which Treasury rates using a score of one, two, or three
stars, with three stars denoting the highest rating.234 Program results are assessed in
four quantitative metrics: Aged Trials as a Percentage of Active Trials; Conversion
Rate for Trials Started On or After June 1, 2010; Average Calendar Days to Resolve
Escalated Cases; and Percentage of Missing Modification Status Reports. The servicer’s performance in each of the four metrics is compared with the best and worst
performances of all evaluated MHA servicers.235 The servicers are also rated on the
effectiveness of their internal controls in each of the three categories.
Based on the assessment results, Treasury issues determinations indicating
whether the servicer requires minor improvement, moderate improvement, or
substantial improvement. Treasury informs the servicer of any specific deficiencies
it has identified. According to Treasury, in some cases, Treasury may withhold or
permanently reduce servicer incentives based on the assessment results. If Treasury
does not withhold or reduce incentives in a particular quarter, it may do so in subsequent quarters if the deficiencies are not corrected.236
In the first quarter 2011 assessment, Treasury determined that J.P. Morgan
Chase Bank, N.A.; Bank of America, N.A.; and Wells Fargo Bank, N.A. all required
substantial improvement. Treasury has stated that it will withhold incentives from
these servicers at this time. Ocwen Loan Servicing, LLC was also found to require
substantial improvement, but due to Ocwen’s acquisition of a large servicing portfolio during the assessment period, no incentives were withheld or reduced. Treasury
has stated that it will continue to monitor Ocwen’s performance. The remaining
six large servicers were all found to require moderate improvement. Treasury did
not withhold or reduce incentives for these servicers. No servicers were found to
require only minor improvement.237
FHA Short Refinance Program and Treasury/FHA SecondLien Program (”FHA2LP”)
On March 26, 2010, Treasury and HUD announced the FHA Short Refinance
program, which gives borrowers the option of refinancing an underwater, non-FHAinsured mortgage into an FHA-insured mortgage at 97.75% of the home’s value. The
program was launched on September 7, 2010; FHA2LP, which provides incentives
for partial or full extinguishment of second-liens associated with an FHA refinance,
went into effect on September 27, 2010.238 Treasury has allocated TARP support
for the programs at $10.8 billion, consisting of (1) up to $8 billion to provide loss
protection to FHA on the refinanced first-liens through the purchase of a letter of
credit; (2) up to $117 million in fees Treasury will incur for the availability and use
of the letter of credit; and (3) an allocation of $2.7 billion to make incentive payments to servicers and holders of existing second-liens for full or partial principal
quarterly report to congress I July 28, 2011
extinguishments under the related FHA2LP.239 FHA Short Refinance is voluntary
for servicers; therefore, not all underwater borrowers who qualify may be able to
participate in the program.240 As of June 30, 2011, according to Treasury and HUD,
257 loans had been refinanced under the program.241 Treasury was unable to confirm whether there have been any defaults on these loans as of June 30, 2011.242
According to Treasury, it had not made incentive payments and no second-liens had
been extinguished under FHA2LP through June 30, 2011.243
Who Is Eligible
To be eligible for FHA Short Refinance, a homeowner must be current on the
existing first-lien mortgage; be in a negative equity position; occupy the home as
a primary residence; qualify for the new loan under standard FHA underwriting
requirements and have a FICO credit score of at least 500; have an existing loan
that is not insured by FHA; and fully document his or her income.244 Additionally,
to be eligible under FHA2LP, second-liens must have been originated on or before
January 1, 2009; be immediately subordinate to the first-lien before the FHA
refinance; require the borrower to make a monthly payment; not be GSE-owned
or guaranteed; and have a UPB of $2,500 or more on the day before the FHA
refinance closing date.
According to HUD, applications are evaluated using FHA’s TOTAL Scorecard
(“TOTAL”). TOTAL evaluates the credit risk of FHA loans that are submitted to
an automated underwriting system. It is FHA’s policy that no borrower be denied
an FHA-insured mortgage solely on the basis of a risk assessment generated by
TOTAL.245
How FHA Short Refinance Works
Servicers must first determine the current value of the home pursuant to FHA
underwriting standards, which require a third-party appraisal by a HUD-approved
appraiser. The borrower is then reviewed through TOTAL and, if necessary,
referred for a manual underwriting review to confirm that the borrower’s total
monthly mortgage payment (including all payments on subordinate liens) after the
refinance is not greater than 31% of the borrower’s gross monthly income and the
total debt service, including all forms of household debt, is not greater than 50%.246
Next, the lien holders must forgive principal that is more than 115% of the value of
the home. In addition, the original first-lien lender must forgive at least 10% of the
unpaid principal balance of the first-lien loan. Although the first-lien investors must
recognize a loss as a result of the mortgage write-down, they receive a cash payment for 97.75% of the current home value from the proceeds of the refinance and
may maintain a subordinate second-lien for up to 17.25% of that value (for a total
balance of 115.0% of the home’s value).247
FICO Credit Score: Used by lenders to
assess an applicant’s credit risk and
whether to extend a loan. It is determined by the Fair Isaac Corporation
(“FICO”) using mathematical models
based on an applicant’s payment history, level of indebtedness, types of
credit used, length of credit history,
and newly extended credit.
For more information concerning FHA
Short Refinance/FHA2LP eligibility,
see SIGTARP’s April 2011 Quarterly
Report, pages 85-87.
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special inspector general I troubled asset relief program
Table 2.15
TREASURY FHA2LP COMPENSATION
PER DOLLAR OF LOAN PRINCIPAL
EXTINGUISHED
Mark-to-Market
105%
Loan-to-Value Ratio to
(“LTV”) Rangea
115%
115%
to
140%
Incentive Amounts $0.21 $0.15
> 140%
$0.10
Notes: Loans less than or equal to six months past due. For
loans that were more than six months delinquent within the
previous year, investors will receive $0.06 per dollar of loan
principle extinguished in compensation, regardless of the CLTV
ratio.
a
The CLTV is the ratio of all mortgage debt to the current FHAappraised value of the property.
Source: Treasury, “Supplemental Directive 10-08: Making Home
Affordable Program — Treasury/FHA Second-Lien Program
(FHA2LP) to Support FHA Refinance of Borrowers in Negative
Equity Positions,” 8/6/2010, https://www.hmpadmin.com/
portal/programs/docs/hamp_servicer/sd1012.pdf, accessed
6/28/2011.
The 115% cap applies to all mortgage liens on the property. Under FHA2LP, existing second-lien holders may receive incentive payments to extinguish their debts
in accordance with the schedule set forth in Table 2.15, or they may negotiate with
the first-lien holder for a portion of the new subordinate lien loan.248 By obtaining
a new FHA-guaranteed loan for an amount that is closer to the current home value
than their previous loan, homeowners receive the benefits of a lower monthly mortgage payment and reduction in the principal balance, improving their opportunity
to achieve positive equity in their homes.249
If a borrower defaults on a loan refinanced under FHA Short Refinance and
submits a claim, the letter of credit purchased by TARP compensates the refinancing investor for a first percentage of losses on each defaulted mortgage, up
to the maximum amount specified by the program guidelines.250 This percentage
varies from year to year and is set according to a formula derived by the Office of
Management and Budget (“OMB”).251 FHA thus is potentially responsible for the
remaining approximately 86.6% of potential losses on each mortgage, until the
earlier of either (1) the time that the $8 billion letter of credit posted by Treasury is
exhausted, or (2) 10 years from the issuance of the letter of credit (October 2020),
at which point FHA will bear all of the remaining losses.252 TARP has also made an
allocation of $2.7 billion under its existing servicer caps to make incentive payments, subject to certain limitations, to (1) investors for pre-existing second-lien
balances that are partially or fully extinguished under FHA2LP and (2) servicers, in
the amount of $500 for each second-lien mortgage placed into the program.253
Housing Finance Agency Hardest Hit Fund (“HHF”)
On February 19, 2010, the Administration announced a housing support program
known as the Hardest Hit Fund, which was intended to promote “innovative” measures to protect home values, preserve homeownership, and promote jobs and economic growth in the states that have been hit the hardest by the housing crisis.254
The first round of HHF allocated $1.5 billion of the amount designated for MHA
initiatives. According to Treasury, these funds were designated for five states where
the average home price, determined using the FHFA Purchase Only Seasonally
Adjusted Index, had decreased more than 20% from its peak. The five states were
Arizona, California, Florida, Michigan, and Nevada.255 Plans to use these funds
were approved on June 23, 2010.256
On March 29, 2010, Treasury expanded HHF to include five additional states
and increased the program’s potential funding by $600 million, bringing total funding
to $2.1 billion. The additional $600 million was designated for North Carolina, Ohio,
Oregon, Rhode Island, and South Carolina. Treasury indicated that these states
were selected because of their high concentrations of people living in economically
distressed areas, defined as counties in which the unemployment rate exceeded 12%,
on average, in 2009.257 Plans to use these funds were approved on August 3, 2010.258
quarterly report to congress I July 28, 2011
On August 11, 2010, the Government pledged a third round of HHF funding of
$2 billion in additional assistance to state HFA programs that focus on unemployed
homeowners who are struggling to make their payments.259 According to Treasury,
the third funding round was limited to states that have experienced unemployment rates at or above the national average during the preceding 12 months.260
The states designated to receive funding were Alabama, California, Florida,
Georgia, Illinois, Indiana, Kentucky, Michigan, Mississippi, Nevada, New Jersey,
North Carolina, Ohio, Oregon, Rhode Island, South Carolina, and Tennessee.
Washington, DC, will also receive funding.261 States already covered by the first two
HHF rounds of funding may use the additional resources “to support the unemployment programs previously approved by Treasury or they may opt to implement
a new unemployment program.”262 States seeking to tap HHF for the first time
were required to submit need-specific proposals that met program guidelines to
Treasury by September 1, 2010.263 Plans to use to these funds were approved on
September 23, 2010.264 Finally, on September 29, 2010, an additional $3.5 billion
was made available to existing HHF participants, weighted by population, to be
used in previously announced programs.265
The Housing Finance Agencies (“HFAs”) of the eligible 18 states and
Washington, DC, each submitted proposals to Treasury. The purpose of these
proposals, according to Treasury, was to “meet the unique challenges facing struggling homeowners in their respective housing markets.”266 Treasury required each
state to estimate in its proposal the number of borrowers to be helped. According to
Treasury, each state’s HFA will report program results (i.e., number of applications
approved or denied and assistance provided) on a quarterly basis and post the reports on its website. Some states will initiate pilot programs to assess program performance before full implementation. Treasury indicated that states can reallocate
funds between programs and modify existing programs as needed, with Treasury
approval, until funds are expended or returned to Treasury after December 31,
2017. According to Treasury, since April 5, 2011, several states have reallocated
funds, modified existing programs or established new HHF programs with Treasury
approval. For example, Arizona added a new short sale program, Rhode Island added a principal reduction program, Illinois added a Mortgage Resolution Fund and
California added three new innovation fund programs, bringing the total number of
HHF programs in 18 states and Washington, DC, as of June 30, 2011, to 55.267
Table 2.16 shows the obligation of funds and funds drawn for states participating in the four rounds of HHF as of June 30, 2011. As of that date, the states had
drawn down $478.4 million under the program. According to the latest data available from the states and Treasury as of March 31, 2011, the states had only spent a
limited portion of the amount drawn on assisting borrowers, see Table 2.16.268
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special inspector general I troubled asset relief program
Table 2.16
For more information on HHF program
specifics and funding details for the
participating states and Washington, DC,
as of April 5, 2011, see SIGTARP’s April
2011 Quarterly Report, pages 90-101.
For updated information regarding the
use of HHF funds, see: www.treasury.
gov/initiatives/financial-stability/housingprograms/hhf/Pages/default.aspx.
HHF FUNDING OBLIGATED AND DRAWDOWNS BY STATE, AS OF 6/30/2011
Recipient
Amount Obligated
Amount Drawn*
Alabama
$162,521,345
$8,000,000
Arizona
267,766,006
6,255,000
California
1,975,334,096
217,490,000
Florida
1,057,839,136
10,450,000
339,255,819
8,500,000
Georgia
Illinois
445,603,557
11,500,000
Indiana
221,694,139
22,000,000
Kentucky
148,901,875
4,000,000
Michigan
498,605,738
30,166,175
Mississippi
101,888,323
2,547,208
Nevada
194,026,240
7,451,000
New Jersey
300,548,144
7,513,704
North Carolina
482,781,786
28,000,000
Ohio
570,395,099
36,600,000
Oregon
220,042,786
59,501,070
79,351,573
3,000,000
South Carolina
295,431,547
7,500,000
Tennessee
217,315,593
6,315,593
20,697,198
1,634,860
$7,600,000,000
$478,424,610
Rhode Island
Washington, DC
Total
* Amount Drawn includes funds for program expenses (direct assistance to borrowers), administrative expenses and cash-on-hand.
Source: Treasury, response to SIGTARP data call, 6/29/2011.
As of March 31, 2011, which according to Treasury is the latest data available,
14 states had provided $11.2 million in assistance to 2,343 unique borrowers under
their HHF programs since inception.269 Treasury requires states to publish updated
borrower assistance and program data on their websites on a quarterly basis—the
information for the program as of the second quarter of 2011 will be posted on
August 15, 2011. Each state estimates the number of borrowers to be helped in its
programs. Table 2.17 provides this estimate as well as the actual number of borrowers helped by state using data as of March 31, 2011.
quarterly report to congress I July 28, 2011
Table 2.17
HHF ESTIMATED AND ACTUAL NUMBER OF BORROWERS ASSISTED AND
ASSISTANCE PROVIDED, BY STATE, AS OF 3/31/2011
State
Alabama
Arizona
Estimated
Minimum
Borrowers to
be Assisted by
12/31/2017*
Estimated
Maximum
Borrowers
Assisted by
12/31/2017*
Actual
Borrowers
Receiving
Assistance as of
3/31/2011**
Assistance
Provided as of
3/31/2011**
9,033
13,500
89
$244,150
7,276
10,542
10
246,522
California
101,337
—
201
2,217,417
Florida
106,000
—
150
377,554
Georgia
18,300
—
9
9,113
Illinois
16,000
27,000
—
—
Indiana
16,257
—
—
—
Kentucky
6,250
13,000
24
49,923
Michigan
49,422
—
817
2,381,891
3,800
—
—
—
23,008
25,540
1
258
Mississippi
Nevada
New Jersey
North Carolina
6,900
—
—
—
21,280
—
212
1,200,376
Ohio
63,485
—
398
2,282,377
Oregon
13,295
—
—
—
Rhode Island
13,125
—
331
1,937,510
South Carolina
21,100
34,100
90
187,670
Tennessee
11,211
—
8
31,259
540
1,000
3
10,398
507,619
549,094
2,343
$11,176,419
Washington, DC
Total:
* Estimates are from latest HFA Participation Agreements as of 3/31/2011.
Later amendments not included for consistency with Quarterly Performance reporting.
** From first quarter 2011 HFA Performance Data quarterly reports and OFS Aggregate Data report.
Source: First quarter 2011 HFA Performance Data quarterly reports and OFS Aggregate Data report.
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special inspector general I troubled asset relief program
FINANCIAL INSTITUTION SUPPORT PROGRAMS
Treasury created six TARP programs through which it made capital investments
or asset guarantees in exchange for equity in participating financial institutions.
Three of the programs, the Capital Purchase Program (“CPP”), the Community
Development Capital Initiative (“CDCI”), and the Capital Assistance Program
(“CAP”), were open to all qualifying financial institutions (“QFIs”). The other
three, the Systemically Significant Failing Institutions (“SSFI”) program, the
Targeted Investment Program (“TIP”), and the Asset Guarantee Program (“AGP”),
were available on a case-by-case basis to institutions that needed assistance beyond
that available through CPP. With the expiration of TARP funding authorization, no
new investments can be made through CPP, CAP, TIP, AGP, CDCI, and SSFI.
To help improve the capital structure of some struggling TARP recipients,
Treasury has agreed to modify its investment by converting the preferred stock it
originally received into other forms of equity, such as common stock or mandatorily
convertible preferred stock.270
Capital Purchase Program
Treasury’s stated goal for CPP was to invest in “healthy, viable institutions” as a way
to promote financial stability, maintain confidence in the financial system, and enable
lenders to meet the nation’s credit needs.271 CPP was a voluntary program open to all
QFIs through an application process. QFIs included U.S.-controlled banks, savings
associations, and certain bank and savings and loan holding companies.272
Under CPP, Treasury used TARP funds predominantly to purchase preferred
equity interests in QFIs. The QFIs issued Treasury senior preferred shares that pay
a 5% annual dividend for the first five years and a 9% annual dividend thereafter. In
addition to the senior preferred shares, publicly traded QFIs issued Treasury warrants to purchase common stock with an aggregate market price equal to 15% of
the senior preferred share investment. Privately held QFIs issued Treasury warrants
to purchase additional senior preferred stock worth 5% of Treasury’s initial preferred stock investment.273 In total, Treasury invested $204.9 billion of TARP funds
in 707 QFIs through CPP.274
According to Treasury, through June 30, 2011, $180.6 billion of the principal
(or 88.1%) has been repaid under the program, leaving $24.3 billion outstanding.
In addition, Treasury had received from CPP recipients approximately $11 billion
in interest and dividends. Treasury also had received $7.5 billion through the sale
of CPP warrants that were obtained from TARP recipients.275 For a snapshot of
CPP funds outstanding and associated repayments, see Figure 2.2.
quarterly report to congress I July 28, 2011
Figure 2.2
SNAPSHOT OF CPP FUNDS OUTSTANDING AND REPAID,
BY QUARTER
($ BILLIONS)
198.8
0.4 203.2 204.6 204.9 204.9 204.9 204.9 204.9 204.9 204.9
70.1 70.7 121.9 135.8 146.9 152.8 167.9 179.1 180.6
177.5
198.4
177.5
$200
150
115.0
100 115.0
133.1 133.9
83.0
50
0
69.1
58.0
52.1
37.0
25.9
24.3
Q308 Q408 Q109 Q209 Q309 Q409 Q110 Q210 Q310 Q410 Q111 Q211
CPP Funds Outstanding at Quarter’s End
CPP Funds Repaid at Quarter’s End
Note: Numbers affected by rounding.
Source: Treasury, Transactions Report, 7/1/2011.
Status of Funds
According to Treasury, through CPP, Treasury purchased $204.9 billion in preferred stock and subordinated debentures from 707 QFIs in 48 states, the District
of Columbia, and Puerto Rico. Although the 10 largest investments accounted for
$142.6 billion of the program, CPP made many smaller investments: 331 of 707
recipients received $10 million or less.276 Table 2.18 and Table 2.19 show the distribution of investments by amount.
Repayment of Funds
According to Treasury, through June 30, 2011, 146 banks — including ten with the
largest CPP investments — had fully repaid CPP by repurchasing all of the banks’
preferred shares. In addition, 14 banks have partially repaid by purchasing from
Treasury some of the banks’ preferred shares.277 In addition, some CPP recipients
have failed, filed for bankruptcy, or had Treasury’s CPP investment restructured
or sold at a discount. As of June 30, 2011, Treasury had received approximately
$180.6 billion in principal repayments and proceeds from sales of common stock,
thus leaving approximately $24.3 billion outstanding.278 Of the repaid amount,
$355.7 million was converted from CPP investments into CDCI and therefore still
represents outstanding obligations to TARP.279 For a complete list of CPP share
repurchases, see Appendix D: “Transaction Detail.”
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special inspector general I troubled asset relief program
Table 2.18
CPP INVESTMENT SUMMARY BY TRANSACTION
Originala
Total Investment
Largest Capital Investment
Currentb
$204.9 billion
$24.3 billion
$25.0 billion
$3.5 billion
Smallest Capital Investment
$301 thousand
$301 thousand
Average Capital Investment
$277.3 million
$38.2 million
Median Capital Investment
$10.3 million
$9.3 million
Notes: Data as of 6/30/2011. Data are based on the institutions’ total CPP investments. There are more
than 30 institutions that have received multiple transactions through CPP.
a
These numbers are based on total Treasury CPP investment since 10/28/2008.
b
Amount does not include those investments that have already been repaid or are related to institutions that
filed for bankruptcy protection, and is based on total investments outstanding. Treasury does not include
in the number of banks with outstanding CPP investments those institutions that have repaid their CPP
principal but still have warrants outstanding.
Source: Treasury, Transactions Report, 7/1/2011.
Table 2.19
CPP INVESTMENT SIZE BY INSTITUTION
Originala
$10 billion or more
Outstandingb
6
0
$1 billion to $10 billion
19
3
$100 million to $1 billion
57
27
Less than $100 million
625
509
Total
707
539
Notes: Data as of 6/30/2011. Data are based on the institutions’ total CPP investments. There are more
than 30 institutions that have received multiple transactions through CPP.
a
These numbers are based on total Treasury CPP investment since 10/28/2008.
b
Amount does not include those investments that have already been repaid, sold to a third party at a
discount, merged out of the CPP portfolio, exchanged their CPP investments for an investment under
CDCI, or are related to institutions that filed for bankruptcy protection or had a subsidiary bank fail.
Figures are based on total investments outstanding. Treasury does not include in the number of banks with
outstanding CPP investments those institutions that have repaid their CPP principal but still have warrants
outstanding.
Source: Treasury, Transactions Report, 7/1/2011; Treasury, response to SIGTARP data call, 7/13/2011.
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quarterly report to congress I July 28, 2011
Program Administration
Although Treasury’s investment authority for CPP has ended, Treasury still has significant responsibilities for managing the existing CPP portfolio, including the following:
•
•
•
•
collecting dividends and interest payments on outstanding investments
monitoring the performance of outstanding investments
disposing of warrants as investments are repaid
selling or restructuring Treasury’s investment in some troubled financial
institutions
• selecting observers for recipients that have missed five quarterly dividend
payments
• potentially selecting directors for recipients that have missed six or more quarterly dividend payments
Dividends and Interest
As of June 30, 2011, Treasury had received approximately $11 billion in dividends
and interest on its CPP investments.280 However, as of that date, 188 QFIs had
unpaid dividend or interest payments to Treasury totaling approximately $320.8 million, an increase from the 173 QFIs that had unpaid dividend (or interest) payments
totaling approximately $277.3 million as of March 31, 2011. Approximately $12.8
million of the unpaid amounts are non-cumulative, meaning that the institution has
no legal obligation to pay Treasury unless the institution declares a dividend.281 Table
2.20 shows the number of QFIs and total unpaid amount of dividend and interest
payments by quarter from September 30, 2009, to June 30, 2011.
Treasury’s Policy on Missed Dividend and Interest Payments
According to Treasury, it “evaluates its CPP investments on an ongoing basis with
the help of outside advisors, including external asset managers. The external asset
managers provide a valuation for each CPP investment” that results in Treasury
assigning the institution a score.282 For those that have unfavorable scores, including any institution that has missed more than three dividend (or interest) payments,
Treasury has stated that the “asset manager dedicates more resources to monitoring
the institution and may talk to the institution on a more frequent basis.”283
Under the terms of the preferred shares or subordinated debentures held by
Treasury as a result of its CPP investments, in certain circumstances, such as when
a participant misses six dividend (or interest) payments, Treasury has the right to appoint up to two additional members to the institution’s board of directors.284 Treasury
has stated that it will prioritize the institutions for which it appoints directors based
on “the size of its investment, Treasury’s assessment of the extent to which new directors may make a contribution and Treasury’s ability to find appropriate directors for
a given institution.”285 These directors will not represent Treasury but have the same
Table 2.20
MISSED DIVIDEND/INTEREST
PAYMENTS BY QFIs, 9/30/2009
TO 6/30/2011 ($ millions)
Quarter
End
Number
of QFIs
Value of
Unpaid
Amountsa,b,c
9/30/2009
38
75.7
12/31/2009
43
137.4
3/31/2010
67
182.0
6/30/2010d
109
209.7
9/30/2010
137
211.3
12/31/2010
155
276.4
3/31/2011
173
277.3
6/30/2011
188
320.8
Notes:
a
Includes unpaid cumulative dividends, non-cumulative
dividends, and Subchapter S interest payments but
does not include interest accrued on unpaid cumulative
dividends.
b
Excludes institutions that missed payments but (i) had
fully caught up on missed payments at the end of the
quarter reported in column 1 or (ii) had repaid their
investment amounts and exited CPP.
c
Includes institutions that missed payments and (i)
entered into a recapitalization or restructuring with
Treasury, (ii) for which Treasury sold the CPP investment
to a third party or otherwise disposed of the investment
to facilitate the sale of the institution to a third party
without receiving full repayment of unpaid dividends,
(iii) filed for bankruptcy relief, or (iv) had a subsidiary
bank fail.
d
Includes four QFIs and their missed payments not
reported in Treasury’s Capital Purchase Program Missed
Dividends & Interest Payments Report as of 6/30/2010
but reported in Treasury’s Cumulative Dividends, Interest, and Distributions Report as of the same date. The
four QFIs are CIT, Pacific Coast National Bancorp, UCBH
Holdings, Inc., and Midwest Banc Holdings, Inc.
Sources: Treasury, Cumulative Dividends, Interest and
Distributions Report, 7/11/2011; Treasury, responses
to SIGTARP data calls, 10/7/2009, 1/12/2010,
4/8/2010, and 6/30/2010;
SIGTARP Quarterly Report to Congress, 1/30/2010;
SIGTARP Quarterly Report to Congress, 4/20/2010;
SIGTARP Quarterly Report to Congress, 7/21/2010;
SIGTARP Quarterly Report to Congress, 10/26/2010.
80
special inspector general I troubled asset relief program
fiduciary duties to shareholders as all other directors. They will be compensated by
the institution in a manner similar to other directors.286 Treasury has engaged an
executive search firm to identify suitable candidates for board of directors positions
and has begun interviewing such candidates.287
According to Treasury, it continues to prioritize institutions for nominating
directors in part based on whether its investment exceeds $25 million. When
Treasury’s right to nominate a new board member becomes effective, it evaluates
the institution’s condition and health and the functioning of its board, including
the information gathered by observers, to determine whether additional directors
are necessary.288 As of June 30, 2011, Treasury had not yet appointed board members to any CPP institution’s board of directors.289
For institutions that miss five or more dividend payments, Treasury has stated
that it would seek consent from such institutions to send observers to the institutions’ board meetings.290 According to Treasury, the observers would be selected
from the Office of Financial Stability (“OFS”) and assigned to “gain a better understanding of the institution’s condition and challenges and to observe how the board
is addressing the situation.”291 Their participation would be limited to inquiring
about distributed materials, presentations, and actions proposed or taken during
the meetings, as well as addressing any questions concerning their role.292 As of
June 30, 2011, Treasury had assigned observers to 34 CPP recipients.293
SIGTARP and Treasury do not use the same methodology to report unpaid
dividend and interest payments. For example, Treasury generally excludes institutions from its “non-current” reporting: (i) that have completed a recapitalization,
restructuring, or exchange with Treasury (though Treasury does report such institutions as non-current during the pendency of negotiations); (ii) for which Treasury
sold the CPP investment to a third party, or otherwise disposed of the investment
to facilitate the sale of the institution to a third party; (iii) that filed for bankruptcy
relief; or (iv) that had a subsidiary bank fail.294 SIGTARP generally includes such
activity in Table 2.21 under “Value of Unpaid Amounts” with the value set as of
the date of the bankruptcy, restructuring, or other event that relieves the institution of the legal obligation to continue to make dividend and interest payments. If
a completed transaction resulted in payment to Treasury for all unpaid dividends
and interest, SIGTARP does not include the institution’s obligations under unpaid
amounts. SIGTARP, unlike Treasury, does not include in its table institutions that
have “caught up” by making previously missed dividend and interest payments.295
According to Treasury, as of June 30, 2011, 53 QFIs had missed at least six
dividend payments (up from 33 last quarter) and 28 banks had missed five dividend
(or interest) payments totaling $181.4 million.296 Table 2.21 lists CPP recipients
that had unpaid dividend or interest payments as of June 30, 2011. For a complete
list of CPP recipients and institutions making dividend or interest payments, see
Appendix D: “Transaction Detail.”
quarterly report to congress I July 28, 2011
Table 2.21
CPP-RELATED MISSED DIVIDEND AND INTEREST PAYMENTS, AS OF 6/30/2011 (ContinueD)
Institution Name
Dividend or
Payment Type
Number of
Payments
Saigon National Bank
Non-Cumulative
Cumulative
9
Blue Valley Ban Corp
Cumulative
9
Lone Star Bank
Non-Cumulative
9
OneUnited Bank
Non-Cumulative
9
Seacoast Banking Corporation of Florida
Cumulative
9
United American Bank
Non-Cumulative
Cumulative
8
Citizens Bancorp
Cumulative
8
Dickinson Financial Corporation II
Cumulative
8
First Banks, Inc.
Cumulative
8
Georgia Primary Bank
Non-Cumulative
8
Grand Mountain Bancshares, Inc.
Cumulative
8
Idaho Bancorp
Cumulative
8
One Georgia Bank
Non-Cumulative
8
Pacific City Financial Corporation
Cumulative
8
Premier Service Bank
Non-Cumulative
8
Royal Bancshares of Pennsylvania, Inc.
Cumulative
8
Cascade Financial Corporation*****
Cumulative
Citizens Commerce Bancshares, Inc.
Cumulative
FC Holdings, Inc.
Cumulative
7
Heritage Commerce Corp
Cumulative
7
Integra Bank Corporation
Cumulative
7
Northern States Financial Corporation
Cumulative
7
Omega Capital Corp.
Cumulative
Pathway Bancorp
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
Value of
Unpaid
Amounts2, 3, 4
$202,043
12,604,167
12,604,167
2,446,875
2,446,875
380,972
380,972
1,357,088
1,357,088
5,625,000
5,625,000
1,060,252
9
Centrue Financial Corporation
ü
ü
ü
ü
ü
Value of
Missed
Payments2
$202,043
10
Anchor BanCorp Wisconsin, Inc.
Observer
Assigned to
Board of
Directors1
1,060,252
3,266,800
3,266,800
1,133,600
1,133,600
15,919,840
15,919,840
32,198,600
32,198,600
500,038
500,038
328,800
328,800
752,100
752,100
605,328
605,328
1,765,800
1,765,800
432,972
432,972
3,040,700
3,040,700
7
3,409,875
3,409,875
7
600,863
600,863
2,006,865
2,006,865
3,500,000
3,500,000
7,313,775
7,313,775
1,505,963
1,505,963
7
268,608
268,608
Cumulative
7
355,408
355,408
Premierwest Bancorp
Cumulative
7
3,622,500
3,622,500
Ridgestone Financial Services, Inc.
Cumulative
7
1,039,588
1,039,588
Rising Sun Bancorp
Cumulative
7
570,605
570,605
Rogers Bancshares, Inc.
Cumulative
7
2,384,375
2,384,375
ü
ü
ü
ü
ü
ü
ü
Syringa Bancorp
Cumulative
7
763,000
763,000
The Freeport State Bank
Non-Cumulative
7
28,700
28,700
Alliance Financial Services, Inc.*
Interest
6
1,510,200
1,510,200
BNCCORP, Inc.
Cumulative
6
1,642,650
1,642,650
867,000
867,000
853,875
853,875
2,043,000
2,043,000
22,500,000
22,500,000
707,925
707,925
Cecil Bancorp, Inc.
Cumulative
6
Central Virginia Bankshares, Inc.
Cumulative
6
Citizens Bancshares Co. (MO)
Cumulative
6
Citizens Republic Bancorp, Inc.
Cumulative
6
City National Bancshares Corporation
Cumulative
6
ü
ü
ü
ü
ü
Continued on next page.
81
82
special inspector general I troubled asset relief program
CPP-RELATED MISSED DIVIDEND AND INTEREST PAYMENTS, AS OF 6/30/2011 (ContinueD)
Observer
Assigned to
Board of
Directors1
Value of
Missed
Payments2
Value of
Unpaid
Amounts2, 3, 4
$184,974
$184,974
ü
1,510,200
1,510,200
528,224
528,224
ü
2,475,000
2,475,000
6
555,000
555,000
Cumulative
6
449,625
449,625
FPB Bancorp, Inc. (FL)
Cumulative
6
435,000
435,000
Intermountain Community Bancorp
Cumulative
6
2,025,000
2,025,000
Intervest Bancshares Corporation
Cumulative
6
1,875,000
1,875,000
Investors Financial Corporation of Pettis
County, Inc.*
Interest
6
503,400
503,400
Monarch Community Bancorp, Inc.
Cumulative
6
508,875
508,875
Tennessee Valley Financial Holdings, Inc.
Cumulative
6
245,250
245,250
U.S. Century Bank
Non-Cumulative
6
4,106,820
4,106,820
Bankers' Bank of the West Bancorp, Inc.
Cumulative
5
861,038
861,038
Bridgeview Bancorp, Inc.
Cumulative
5
2,588,750
2,588,750
Citizens Bank & Trust Company
Non-Cumulative
5
163,500
163,500
Commonwealth Business Bank
Non-Cumulative
5
524,625
524,625
First Community Bancshares, Inc. (KS)
Cumulative
5
1,008,250
1,008,250
First Federal Bancshares of
Arkansas, Inc.*****
Cumulative
5
1,031,250
1,031,250
First Trust Corporation*
Interest
5
1,884,421
1,884,421
FNB United Corp.
Cumulative
5
3,218,750
3,218,750
Gold Canyon Bank
Non-Cumulative
5
105,838
105,838
Goldwater Bank, N.A.**
Non-Cumulative
5
244,860
174,900
Gregg Bancshares, Inc.
Cumulative
5
56,175
56,175
Heritage Oaks Bancorp
Cumulative
5
1,312,500
1,312,500
Madison Financial Corporation
Cumulative
5
229,638
229,638
Midtown Bank & Trust Company**
Non-Cumulative
5
426,885
355,738
Millennium Bancorp, Inc.**
Cumulative
5
593,505
494,588
Northwest Bancorporation, Inc.
Cumulative
5
715,313
715,313
Pacific International Bancorp Inc.
Cumulative
5
406,250
406,250
Patapsco Bancorp, Inc.
Cumulative
5
408,750
408,750
Plumas Bancorp
Cumulative
5
746,813
746,813
Prairie Star Bancshares, Inc.
Cumulative
5
190,750
190,750
Premier Bank Holding Company
Cumulative
5
647,188
647,188
Santa Clara Valley Bank, N.A.
Non-Cumulative
5
197,563
197,563
Stonebridge Financial Corp.
Cumulative
5
747,575
747,575
Institution Name
Dividend or
Payment Type
Number of
Payments
Community 1st Bank
Non-Cumulative
6
Duke Financial Group, Inc.*
Interest
6
Fidelity Federal Bancorp
Cumulative
6
First Security Group, Inc.
Cumulative
6
First Sound Bank
Non-Cumulative
First Southwest Bancorporation, Inc.
ü
ü
Continued on next page.
quarterly report to congress I July 28, 2011
CPP-RELATED MISSED DIVIDEND AND INTEREST PAYMENTS, AS OF 6/30/2011 (ContinueD)
Value of
Missed
Payments2
Value of
Unpaid
Amounts2, 3, 4
Institution Name
Dividend or
Payment Type
TCB Holding Company
Cumulative
5
$799,163
$799,163
Timberland Bancorp, Inc.
Cumulative
5
1,040,063
1,040,063
Valley Financial Corporation
Cumulative
5
1,001,188
1,001,188
1st FS Corporation
Cumulative
4
818,450
818,450
Berkshire Bancorp, Inc.
Cumulative
4
157,650
157,650
BNB Financial Services Corporation
Cumulative
4
408,750
408,750
Boscobel Bancorp, Inc.*
Interest
4
468,624
468,624
Broadway Financial Corporation
Cumulative
4
750,000
750,000
Capital Commerce Bancorp, Inc.
Cumulative
4
277,950
277,950
CBS Banc-Corp
Cumulative
4
1,324,350
1,324,350
Community Bank of the Bay
Number of
Payments
Observer
Assigned to
Board of
Directors1
Non-Cumulative
4
72,549
72,549
Community Bankers Trust Corporation
Cumulative
4
884,000
884,000
Covenant Financial Corporation
Cumulative
4
272,500
272,500
First Community Bank Corporation of
America*****
Cumulative
4
534,250
534,250
Harbor Bankshares Corporation**
Cumulative
4
510,000
340,000
HomeTown Bankshares Corporation
Cumulative
4
533,660
533,660
Market Bancorporation, Inc.
Cumulative
4
112,270
112,270
Maryland Financial Bank
Non-Cumulative
4
92,650
92,650
Mercantile Bank Corporation
Cumulative
4
1,050,000
1,050,000
Midwest Banc Holdings****,5
Cumulative
4
4,239,000
4,239,000
MS Financial, Inc.
Cumulative
4
420,890
420,890
Patterson Bancshares, Inc
Cumulative
4
201,150
201,150
Pierce County Bancorp****
Cumulative
4
370,600
370,600
Pinnacle Bank Holding Company
Cumulative
4
239,160
239,160
Premier Financial Corp*
Interest
4
532,619
532,619
Provident Community Bancshares, Inc.
Cumulative
4
463,300
463,300
The Bank of Currituck*****
Non-Cumulative
4
219,140
219,140
The Queensborough Company
Cumulative
4
654,000
654,000
TIB Financial Corp *****
Cumulative
4
1,850,000
1,850,000
Western Community Bancshares, Inc.
Cumulative
4
397,350
397,350
CalWest Bancorp
Cumulative
3
190,328
190,328
CB Holding Corp.
Cumulative
3
168,180
168,180
Central Federal Corporation
Cumulative
3
270,938
270,938
CSRA Bank Corp.
Cumulative
3
98,100
98,100
First Financial Service Corporation
Cumulative
3
750,000
750,000
First United Corporation
Cumulative
3
1,125,000
1,125,000
Florida Bank Group, Inc.
Cumulative
3
836,783
836,783
6
Continued on next page.
83
84
special inspector general I troubled asset relief program
CPP-RELATED MISSED DIVIDEND AND INTEREST PAYMENTS, AS OF 6/30/2011 (ContinueD)
Observer
Assigned to
Board of
Directors1
Value of
Missed
Payments2
Value of
Unpaid
Amounts2, 3, 4
3
$53,138
$53,138
Interest
3
528,570
528,570
Green Bankshares, Inc.
Cumulative
3
2,710,425
2,710,425
Legacy Bancorp, Inc.****
Cumulative
3
206,175
206,175
Institution Name
Dividend or
Payment Type
Number of
Payments
Fort Lee Federal Savings Bank
Non-Cumulative
Great River Holding Company*
Liberty Shares, Inc.
Cumulative
3
706,320
706,320
Marine Bank & Trust Company
Non-Cumulative
3
122,625
122,625
Old Second Bancorp, Inc.
Cumulative
3
2,737,500
2,737,500
Pacific Commerce Bank**
Non-Cumulative
3
197,914
142,596
Private Bancorporation, Inc.
Cumulative
3
325,065
325,065
Regent Bancorp, Inc.**
Cumulative
3
544,010
408,008
Santa Lucia Bancorp
Cumulative
3
150,000
150,000
Sonoma Valley Bancorp ****
Cumulative
3
353,715
353,715
Spirit BankCorp, Inc.
Cumulative
3
1,226,250
1,226,250
The Connecticut Bank and Trust Company
Non-Cumulative
3
178,573
178,573
The South Financial Group, Inc. ****
Cumulative
3
13,012,500
13,012,500
Tidelands Bancshares, Inc
Cumulative
3
541,800
541,800
Treaty Oak Bancorp, Inc. *****
Cumulative
3
135,340
135,340
Alpine Banks of Colorado
Cumulative
2
1,907,500
1,907,500
Bank of the Carolinas Corporation
Cumulative
2
329,475
329,475
Cumulative
2
327,000
327,000
Blue Ridge Bancshares, Inc.
Cadence Financial Corporation*****
Cumulative
2
1,650,000
1,650,000
CIT Group Inc.***
Cumulative
2
550,000
550,000
Clover Community Bankshares, Inc.
Cumulative
2
81,750
81,750
Coastal Banking Company, Inc.
Cumulative
2
248,750
248,750
Colonial American Bank
Non-Cumulative
2
15,655
15,655
Community Financial Shares, Inc.
Cumulative
2
189,955
189,955
Crescent Financial Corporation
Cumulative
2
622,500
622,500
Eastern Virginia Bankshares, Inc.
Cumulative
2
600,000
600,000
FBHC Holding Company* ****
Interest
2
123,127
123,127
Fresno First Bank
Non-Cumulative
2
33,357
33,357
Greer Bancshares Incorporated
Cumulative
2
272,325
272,325
HCSB Financial Corporation
Cumulative
2
322,375
322,375
Highlands Independent Bancshares, Inc.
Cumulative
2
182,575
182,575
HMN Financial, Inc.
Cumulative
2
650,000
650,000
Monadnock Bancorp, Inc.
Cumulative
2
49,990
49,990
Naples Bancorp, Inc.
Cumulative
2
109,000
109,000
National Bancshares, Inc.
Cumulative
2
672,085
672,085
,7
,
Continued on next page.
quarterly report to congress I July 28, 2011
CPP-RELATED MISSED DIVIDEND AND INTEREST PAYMENTS, AS OF 6/30/2011 (ContinueD)
Observer
Assigned to
Board of
Directors1
Value of
Missed
Payments2
Value of
Unpaid
Amounts2, 3, 4
2
$56,680
$56,680
Cumulative
2
112,270
112,270
Patriot Bancshares, Inc.
Cumulative
2
709,540
709,540
Princeton National Bancorp, Inc.
Cumulative
2
627,075
627,075
Cumulative
2
1,090,000
1,090,000
Security State Bank Holding-Company* **
Interest
2
1,127,493
450,997
SouthCrest Financial Group, Inc.
Cumulative
2
351,525
351,525
Southern Community Financial Corp.
Cumulative
2
1,068,750
1,068,750
White River Bancshares Company
Cumulative
2
457,800
457,800
AB&T Financial Corporation
Cumulative
1
43,750
43,750
Atlantic Bancshares, Inc.
Cumulative
1
27,205
27,205
Bank of George
Non-Cumulative
1
36,415
36,415
BCB Holding Company, Inc.
Cumulative
1
23,238
23,238
Blue River Bancshares, Inc.
Cumulative
1
68,125
68,125
Carrollton Bancorp
Cumulative
1
115,013
115,013
Central Bancorp, Inc.
Cumulative
1
306,563
306,563
CoastalSouth Bancshares, Inc.
Cumulative
1
210,988
210,988
Community First, Inc.
Cumulative
1
242,600
242,600
Community Pride Bank Corporation
Cumulative
1
89,254
89,254
Exchange Bank
Non- Cumulative
1
585,875
585,875
First Place Financial Corp.
Cumulative
1
911,588
911,588
MetroCorp Bancshares, Inc.**
Cumulative
1
2,250,000
562,500
Metropolitan Bank Group, Inc.
(Archer Bank)**
Cumulative
1
2,923,605
559,503
Mid-Wisconsin Financial Services, Inc.
Cumulative
1
136,250
136,250
Randolph Bank & Trust Company
Non-Cumulative
1
84,860
84,860
Suburban Illiniois Bancorp, Inc.*
Interest
1
314,625
314,625
Tennessee Commerce Bancorp, Inc.
Cumulative
1
375,000
375,000
Tifton Banking Company ****
Non-Cumulative
1
51,775
51,775
Institution Name
Dividend or
Payment Type
Number of
Payments
Ojai Community Bank
Non-Cumulative
Pacific Coast National Bancorp ****
Reliance Bancshares, Inc.
,
UCBH Holdings, Inc.****
Cumulative
1
3,734,213
3,734,213
Valley Community Bank
Non-Cumulative
1
74,938
74,938
Village Bank and Trust Financial Corp.
Cumulative
1
184,225
184,225
Yadkin Valley Financial Corporation
Cumulative
1
616,400
616,400
Continued on next page.
85
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special inspector general I troubled asset relief program
CPP-RELATED MISSED DIVIDEND AND INTEREST PAYMENTS, AS OF 6/30/2011 (ContinueD)
Dividend or
Payment Type
Institution Name
Number of
Payments
Observer
Assigned to
Board of
Directors1
Value of
Missed
Payments2
Value of
Unpaid
Amounts2, 3, 4
Exchanges
Central Pacific Financial Corp.***,9
Cumulative
6
$10,125,000
Independent Bank Corporation**, ***
Cumulative
5
5,821,071
Pacific Capital Bancorp***
Cumulative
5
Sterling Financial
Corporation (WA) ***,9
Cumulative
4
18,937,500
18,937,500
Hampton Roads Bankshares, Inc.***,9
Cumulative
4
4,017,350
4,017,350
First BanCorp (PR)**, ***
Cumulative
4
37,379,351
17,379,351
Superior Bancorp Inc.***
Cumulative
3
2,587,500
2,587,500
$371,628,396
$320,826,403
Total
,9
ü
ü
4,021,071
13,547,550
Notes: Numbers may not total due to rounding. Approximately $12.8 million of the $330.8 million in unpaid CPP dividend/interest payments are non-cumulative and Treasury has no legal
right to missed dividends that are non-cumulative.
* Missed interest payments occur when a Subchapter S recipient fails to pay Treasury interest on a subordinated debenture in a timely manner.
** Partial payments made after the due date.
*** Completed an exchange with Treasury. For an exchange of mandatorily convertible preferred stock or trust preferred securities, dividend payments normally continue to accrue. For an
exchange of mandatorily preferred stock for common stock, no additional preferred dividend payments will accrue.
**** Filed for bankruptcy or subsidiary bank failed. For completed bankruptcy proceedings, Treasury’s investment was extinguished and no additional dividend payments will accrue. For bank
failures, Treasury may elect to file claims with bank receivers to collect current and/or future unpaid dividends.
***** Treasury sold or is selling its CPP investment to the institution or a third party. No additional preferred dividend payments will accrue after a sale, absent an agreement to the contrary.
F
or First BanCorp and Pacific Capital Bancorp, Treasury had a contractual right to assign an observer to the board of directors. For the remainder, Treasury obtained consent from the
institution to assign an observer to the board of directors.
Includes unpaid cumulative dividends, non-cumulative dividends, and Subchapter S interest payments but does not include interest accrued on unpaid cumulative dividends.
3
Excludes institutions that missed payments but (i) have fully caught-up or exchanged new securities for missed payments, or (ii) have repaid their investment amounts and exited the Capital
Purchase Program.
4
Includes institutions that missed payments and (i) completed an exchange with Treasury for new securities, (ii) purchased their CPP investment from Treasury, or saw a third party purchase
its CPP investment from Treasury, or (iii) are in, or have completed bankruptcy proceedings or its subsidiary bank failed.
5
F
or Midwest Banc Holdings, Inc., the number of missed payments is the number last reported from SIGTARP Quarterly Report to Congress 4/20/2010, prior to bankruptcy filing; missed
payment amounts are from Treasury’s response to SIGTARP data call, 10/13/2010.
6
Treasury reported four missed payments by Community Bank of the Bay before it was allowed to transfer from CPP to CDCI. Upon transfer, Treasury reset the number of missed payments
to zero.
7
F
or South Financial Group, Inc. and TIB Financial Corp, the number of missed payments and unpaid amounts reflect figures Treasury reported prior to the sale.
8
F
or CIT Group Inc., the number of missed payments is from the number last reported from SIGTARP Quarterly Report to Congress 1/30/2010, shortly after the bankruptcy filing; missed
payment amounts are from Treasury’s response to SIGTARP data call, 10/13/2010.
9
C
ompleted exchanges:
- The exchange between Treasury and Hampton Roads, and the exchange between Treasury and Sterling Financial did not account for unpaid dividends. The number of missed payments and
unpaid amounts reflect the figures Treasury reported prior to the exchange.
- The exchange between Treasury and Central Pacific Financial Corp., and the exchange between Treasury and Pacific Capital Bancorp did account for unpaid dividends, thereby eliminating
any unpaid amounts. The number of missed payments reflects the amount Treasury reported prior to the exchange.
1
2
Sources: Treasury, Cumulative Dividends, Interest and Distributions Report as of June 30, 2011, 7/11/2011; Treasury, responses to SIGTARP data call, 1/7/2011, 4/6/2011, and
7/8/2011; SIGTARP Quarterly Report to Congress, 1/30/2010; SIGTARP Quarterly Report to Congress, 4/20/2010, SIGTARP Quarterly Report to Congress, 4/28/2011.
quarterly report to congress I July 28, 2011
Warrant Disposition
As required by EESA, Treasury receives warrants when it invests in troubled assets
from financial institutions, with an exception for certain small institutions. With
respect to financial institutions with publicly traded securities, these warrants give
Treasury the right, but not the obligation, to purchase a certain number of shares of
common stock at a predetermined price.297 Because the warrants rise in value as a
company’s share price rises, they permit Treasury (and the taxpayer) to benefit from
a firm’s potential recovery.298 For publicly traded institutions, the warrants received
by Treasury under CPP allowed Treasury to purchase additional shares of common
stock in a number equal to 15% of the value of the original CPP investment at a
specified exercise price.299 Treasury’s warrants constitute assets with a fair market
value that Treasury estimates using relevant market quotes, financial models, and/
or third-party valuations.300
For publicly traded participants, Treasury received warrants to purchase common stock that expire ten years from the date of the CPP investment. As of June
30, 2011, Treasury had not exercised any of these warrants.301 For privately held
institutions, Treasury received warrants to purchase additional preferred stock or
debt in an amount equal to 5% of the CPP investment. Treasury exercised these
warrants immediately.302
Repurchase of Warrants by Financial Institutions
Upon repaying its CPP investment, a recipient may seek to negotiate with Treasury
to buy back its warrants. As of June 30, 2011, 66 publicly traded institutions had
bought back $3.7 billion worth of warrants, of which $82.3 million was purchased
this quarter. As of that same date, 37 privately held institutions, the warrants
of which had been immediately exercised, bought back the resulting additional
preferred shares for a total of $17.1 million, of which approximately $2.9 million
was bought back this quarter.303 Table 2.22 lists publicly traded institutions that
have repaid TARP and repurchased warrants as of June 30, 2011. Table 2.23 lists
privately held institutions that had done so as of the same date.304
Exercise Price: Preset price at which
a warrant holder may purchase each
share. For warrants in publicly traded
institutions issued through CPP, this
was based on the average stock price
during the 20 days before the date
that Treasury granted preliminary CPP
participation approval.
For more information on warrant
disposition, see SIGTARP’s audit report
of May 10, 2010, “Assessing Treasury’s
Process to Sell Warrants Received from
TARP Recipients.”
87
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special inspector general I troubled asset relief program
Table 2.22
CPP WARRANT SALES AND REPURCHASES (PUBLIC), AS OF 6/30/2011 (ContinueD)
Number of Warrants
Repurchased
Amount of
Repurchase
($ Thousands)
Repurchase Date
Institution
7/22/2009
The Goldman Sachs Group, Inc.
12,205,045
$1,100,000.0
8/12/2009
Morgan Stanley
65,245,759
950,000.0
7/29/2009
American Express Company
24,264,129
340,000.0
3/16/2011
Fifth Third Bancorp
43,617,747
280,025.9
7/7/2010
Discover Financial Services
20,500,413
172,000.0
7/15/2009
U.S. Bancorp
32,679,102
139,000.0
8/5/2009
Bank of New York Mellon
14,516,129
136,000.0
8/26/2009
Northern Trust Corporation
3,824,624
87,000.0
3/9/2011
First Horizon National Corporation
14,842,624
87,000.0
4/20/2011
Keycorp
35,244,361
70,000.0
7/22/2009
BB&T Corp.
13,902,573
67,010.4
8/26/2009
State Street Corporationa
2,788,104
60,000.0
1/19/2011
Huntington Bancshares
23 ,562,994
49,100.0
4/7/2010
City National Corporation
1,128,668
18,500.0
1/26/2011
East West Bancorp, Inc.
1,157,555
14,500.0
9/8/2010
Fulton Financial Corporation
5,509,756
10,800.0
12/30/2009
Trustmark Corporation
1,647,931
10,000.0
6/3/2011
Whitney Holding Corporation
2,631,579
6,900.0
6/16/2010
SVB Financial Group
3,028,264
5,269.2
1/19/2011
Susquehanna Bancshares, Inc.
3,028,264
5,269.2
5/27/2009
FirstMerit Corporation
952,260
5,025.0
9/8/2010
The Bancorp, Inc.
3/31/2010
Umpqua Holdings Corp.
2/23/2011
980,203
4,754.0
1,110,898
4,500.0
Sandy Springs Bancorp, Inc.
651,547
4,450.0
3/9/2011
1st Source Corporation
837,947
3,750.0
9/1/2010
Columbia Banking System, Inc.
398,023
3,301.6
6/24/2009
First Niagara Financial Group
953,096
2,700.0
11/24/2009
Bank of the Ozarks, Inc.
3,779,811
2,650.0
5/27/2009
Independent Bank Corp.
481,664
2,200.0
5/27/2009
Sun Bancorp, Inc.
1,620,545
2,100.0
5/11/2011
Financial Institutions, Inc.
378,175
2,080.0
3/2/2011
Washington Banking Company
246,082
1,625.0
4/7/2010
First Litchfield Financial Corporation
199,203
1,488.0
9/30/2009
Bancorp Rhode Island, Inc.
303,083
1,400.0
6/24/2009
SCBT Financial Corporation
192,967
1,400.0
10/28/2009
CVB Financial Corporation
834,761
1,307.0
5/20/2009
Iberiabank Corporation
813,008
1,200.0
5/8/2009
Old National Bancorp
138,490
1,200.0
6/24/2009
Berkshire Hills Bancorp
226,330
1,040.0
4/20/2011
Bridge Capital Holdings
396,412
1,395.0
1/5/2011
First PacTrust Bancorp, Inc.
280,795
1,003.2
4/13/2011
National Penn Banchares, Inc.
735,294
1,000.0
Continued on next page.
quarterly report to congress I July 28, 2011
CPP WARRANT SALES AND REPURCHASES (PUBLIC), AS OF 6/30/2011 (ContinueD)
Number of Warrants
Repurchased
Amount of
Repurchase
($ Thousands)
Repurchase Date
Institution
12/23/2009
WesBanco, Inc.
439,282
$950.0
5/18/2011
Sterling Bancorp
516,817
945.8
6/17/2009
Alliance Financial Corporation
173,069
900.0
12/30/2009
Flushing Financial Corporation
375,806
900.0
6/30/2009
HF Financial Corp., Sioux Falls
302,419
650.0
12/16/2009
Wainwright Bank & Trust Company
390,071
568.7
12/16/2009
LSB Corporation
209,497
560.0
12/23/2009
Union First Market Bankshares
Corporation (Union Bankshares
Corporation)
211,318
450.0
2/3/2010
OceanFirst Financial Corp.
190,427
430.8
9/1/2010
Citizens & Northern Corporation
194,794
400.0
9/30/2010
South Financial Group, Inc.
10,106,796
319.7
12/1/2010
Central Jersey Bancorp
268,621
319.7
6/24/2009
Somerset Hills Bancorp
163,065
275.0
2/10/201
Monarch Financial Holdings, Inc.
132,353
260.0
7/28/2010
Bar Harbor Bankshares
52,455
250.0
9/2/2009
Old Line Bancshares, Inc.
141,892
225.0
10/28/2009
Centerstate Banks of Florida, Inc.
125,413
212.0
10/14/2009
Manhattan Bancorp
9/30/2010
b
29,480
63.4
TIB Financialb
1,106,389
40.0
3/4/2011
Cadence Financial Corporationc
1,145,833
—
1/28/2011
Capital Bank Corporationc
749,619
—
6/30/2011
Cascade Financial Corporationc
863,442
—
5/3/2011
First Federal Bancshares of
Arkansas, Inc.c
321,847
—
5/31/2011
First Community Bank Corporation
of Americac
228,312
—
329,493,492
$3,668,663.6
Total
Notes: Numbers may not total due to rounding. This table represents warrants for common stock issued to Treasury by publicly traded TARP recipients.
Treasury may hold one warrant for millions of underlying shares rather than millions of warrants of an individual financial institution.
a
State Street Corporation reduced its original amount of warrants issued through a qualified equity offering.
b
Warrant sales to third parties.
c
Treasury sold its TARP investment to a third party and assigned a value of zero to the warrant portion.
Sources: Treasury, Transactions Report, 7/1/2011; Treasury, responses to SIGTARP data call, 1/4/2011, 1/7/2011, 4/6/2011, and 7/8/2011.
89
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special inspector general I troubled asset relief program
Table 2.23
CPP REPURCHASES OF PREFERRED SHARES RESULTING FROM IMMEDIATE
EXERCISE OF WARRANTS (PRIVATE), AS OF 6/30/2011
Number of
Warrants
Repurchased
Amount of
Repurchase
($ Thousands)
Community Bancshares of Mississippi, Inc.a
2,600,000
$2,600.0
6/29/2011
State Bankshares, Inc.
2,500,000
2,500.0
9/29/2010
BancPlus Corporationa
2,400,000
2,400.0
Repurchase
Date
Institution
9/29/2010
3/16/2011
Stockmens Financial Corporation
778,000
778.0
9/29/2010
State Capital Corporationa
750,000
750.0
4/15/2009
Centra Financial Holdings, Inc.
750,000
750.0
5/27/2009
First Manitowoc Bancorp, Inc.
600,000
600.0
6/16/2010
First Southern Bancorp, Inc.
545,000
545.0
9/29/2010
Security Capital Corporationa
522,000
522.0
12/23/2009
Midland States Bancorp, Inc.
509,000
509.0
11/18/2009
1st United Bancorp, Inc.
500,000
500.0
9/29/2010
PSB Financial Corporationa
464,000
464.0
2/16/2011
Georgia Commerce Bancshares, Inc.
435,000
435.0
9/17/2010
First Eagle Bancshares, Inc.a, b
375,000
375.0
4/13/2011
Hamilton State Bancshares, Inc.
350,000
350.0
11/24/2010
Leader Bancorp, Inc.
292,000
292.0
4/22/2009
First ULB Corp.
245,000
245.0
9/29/2010
First Vemon Bankshares, Inc.a
245,000
245.0
12/23/2008
Capital Bancorp, Inc.
235,000
235.0
2/6/2009
The Bank of Currituckc
201,000
201.0
4/21/2010
Hilltop Community Bancorp, Inc.
200,000
200.0
5/19/2010
Texas National Bancorporation
199,000
199.0
1/23/2009
California Oaks State Bank
165,000
165.0
2/15/2011
Treaty Oak Bancorp, Inc.
163,000
163.0
6/16/2010
FPB Financial Corp.
162,000
162.0
10/6/2010
Frontier Bancshares, Inc.b
150,000
150.0
9/24/2010
First Choice Banka
110,000
110.0
12/29/2009
Surrey Bancorp/Surrey Bank & Trust
100,000
100.0
12/11/2009
Nationwide Bankshares, Inc.b
100,000
100.0
9/29/2010
Lafayette Bancorp
100,000
100.0
3/9/2011
FBHC Holding Companyb
91,000
91.0
1/26/2011
American Premier Bancorp
90,000
90.0
6/26/2009
Signature Bancshares, Inc.b
85,000
85.0
a
4/14/2010
First State Bank of Mobeetie
37,000
37.0
11/10/2009
Midwest Regional Bancorp, Inc.
35,000
35.0
7/14/2010
Green City Bancshares, Inc.
33,000
33.0
3/13/2009
Haviland Bancshares, Inc.
21,000
21.0
17,137,000
$17,137.0
Total
Notes: Numbers may not total due to rounding. This table represents the preferred shares held by Treasury as a result of the exercise of
warrants issued by non-publicly traded TARP recipients. These warrants were exercised immediately upon the transaction date. Treasury
may hold one warrant for millions of underlying shares rather than millions of warrants of an individual financial institution.
a
Transferred to CDCI.
b
S-Corporation Institution: issued subordinated debt instead of preferred stock.
c
For The Bank of Currituck, the Transaction Report listed “N/A” for the final disposition date, description, and proceeds.
Sources: Treasury, Transactions Report, 7/1/2011; Treasury, responses to SIGTARP data call, 1/4/2011, 1/7/2011, 4/6/2011, and
7/8/2011.
quarterly report to congress I July 28, 2011
Treasury Warrant Auctions
If Treasury and the repaying QFI cannot agree upon the price for the institution
to repurchase its warrants, Treasury may conduct a public offering to auction the
warrants.305 In November 2009, Treasury began using a “modified Dutch auction”
to sell the warrants publicly.306 On the announced auction date, potential investors
(which may include the CPP recipient) submit bids to the auction agent that manages the sale (for CPP-related warrants, Deutsche Bank) at specified increments
above a minimum price set by Treasury.307 Once the auction agent receives all bids,
it determines the final price and distributes the warrants to the winning bidders.308
Treasury conducted one warrant auction this quarter for Webster Financial
Corporation, for total gross proceeds of $20.4 million.309 Through June 30, 2011,
Treasury had held 21 public auctions for warrants it received under CPP, TIP, and
AGP, raising a total of approximately $5.4 billion.310 Final closing information for
all auctions is shown in Table 2.24.
Restructurings, Recapitalizations, Exchanges, and Sales of
CPP Investments
Certain CPP institutions continue to experience high losses and financial difficulties, resulting in inadequate capital or liquidity. To avoid insolvency or improve
the quality of their capital, these institutions may ask Treasury to convert its CPP
preferred shares into a more junior form of equity or accept a lower valuation,
resulting in Treasury taking a discount or loss. If a CPP institution is undercapitalized and/or in danger of becoming insolvent, it may propose to Treasury a restructuring (or recapitalization) plan to avoid failure (or to attract private capital) and
to “attempt to preserve value” for Treasury’s investment.311 Treasury may also sell
its investment in a troubled institution to a third party at a discount in order to
facilitate that party’s acquisition of a troubled institution. Treasury has explained to
SIGTARP that although it may incur partial losses on its investment in the course
of these transactions, such an outcome may be deemed necessary to avoid the total
loss of Treasury’s investment that would occur if the institution failed.312
Under these circumstances, the CPP participant asks Treasury for a formal review of its proposal. The proposal details the institution’s recapitalization plan and
may estimate how much capital the institution plans to raise from private investors
and whether Treasury and other preferred shareholders will convert their preferred
stock to common stock. The proposal may also involve a proposed discount on the
conversion to common stock, although Treasury would not realize any loss until it
disposes of the stock.313 In other words, Treasury would not know whether a loss
will occur, or the extent of such a loss, until it sells the common stock it receives as
part of such an exchange. According to Treasury, when it receives such a request, it
asks one of the external asset managers that it has hired to analyze the proposal and
perform due diligence on the institution.314 The external asset manager interviews
Dutch Auction: A Treasury warrant auction (which has multiple bidders bidding
for different quantities of the asset) in
which the accepted price is set at the
lowest bid of the group of high bidders
whose collective bids fulfill the amount
of shares offered by Treasury. As an
example, three investors place bids to
own a portion of 100 shares offered by
the issuer:
• idder A wants 50 shares at $4/
B
share.
• idder B wants 50 shares at $3/
B
share.
• idder C wants 50 shares at $2/
B
share.
The seller selects Bidders A and B as
the two highest bidders, and their collective bids consume the 100 shares
offered. The winning price is $3, which
is what both bidders pay per share.
Bidder C’s bid is not filled.
Auction Agent: Firm (such as an investment bank) that buys a series of securities from an institution for resale.
Undercapitalized: Condition in which a
financial institution does not meet its
regulator’s requirements for sufficient
capital to operate under a defined level
of adverse conditions.
Due Diligence: Appropriate level of
attention or care a reasonable person
should take before entering into an
agreement or a transaction with another party. In finance, it often refers to
the process of conducting an audit or
review of the institution before initiating
a transaction.
91
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special inspector general I troubled asset relief program
Table 2.24
TREASURY WARRANT AUCTIONS, AS OF 6/30/2011
Auction Date
3/3/2010
Proceeds to
Treasury
Number of
Warrants Offered
Minimum
Bid Price
Selling
Price
Bank of America A Auction (TIP)a
150,375,940
$7.00
$8.35
$1,255.6
Bank of America B Auction (CPP)a
121,792,790
1.50
2.55
310.6
88,401,697
8.00
10.75
950.3
110,261,688
6.50
7.70
849.0
Institution
12/10/2009
JPMorgan Chase
5/20/2010
Wells Fargo and Company
($ Millions)
9/21/2010
Hartford Financial Service Group, Inc.
52,093,973
10.50
13.70
713.7
4/29/2010
PNC Financial Services Group, Inc.
16,885,192
15.00
19.20
324.2
255,033,142
0.60
1.01
257.6
210,084,034
0.15
0.26
54.6
1/25/2011
Citigroup A Auction (TIP &AGP)
a
Citigroup B Auction (CPP)a
9/16/2010
Lincoln National Corporation
13,049,451
13.50
16.60
216.6
5/6/2010
Comerica, Inc.
11,479,592
15.00
16.00
183.7
12/3/2009
Capital One
12,657,960
7.50
11.75
148.7
2/8/2011
Wintrust Financial Corporation
1,643,295
13.50
15.80
26.0
6/2/2011
Webster Financial Corporation
3,282,276
5.50
6.30
20.4
3/9/2010
Washington Federal, Inc.
1,707,456
5.00
5.00
15.6
3/10/2010
Signature Bank
595,829
16.00
19.00
11.3
12/15/2009
TCF Financial
3/11/2010
Texas Capital Bancshares, Inc.
3,199,988
1.50
3.00
9.6
758,086
6.50
6.50
6.7
2/1/2011
Boston Private Financial Holdings, Inc.
2,887,500
1.40
2.20
6.4
5/18/2010
Valley National Bancorp
2,532,542
1.70
2.20
5.6
6/2/2010
First Financial Bancorp
6/9/2010
Sterling Bancshares, Inc.
TOTAL
465,117
4.00
6.70
3.1
2,615,557
0.85
1.15
3.0
$1,061,803,105
$5,372.3
Note: Numbers affected by rounding.
a
Treasury held two auctions each for the sale of Bank of America and Citigroup warrants.
Sources: The PNC Financial Services Group, Inc., “Final Prospectus Supplement,” 4/29/2010, www.sec.gov/Archives/edgar/data/713676/000119312510101032/d424b5.htm, accessed 7/11//2011;
Valley National Bancorp, “Final Prospectus Supplement,” 5/18/2010, www.sec.gov/Archives/edgar/data/714310/000119312510123896/d424b5.htm, accessed 7/25/2011; Comerica Incorporated, “Final Prospectus Supplement,” 5/6/2010, www.sec.gov/Archives/edgar/data/28412/000119312510112107/d424b5.htm, accessed 7/11/2011; Wells Fargo and Company, “Definitive
Prospectus Supplement,” 5/20/2010, www.sec.gov/Archives/edgar/data/72971/000119312510126208/d424b5.htm, accessed 7/11/2011; First Financial Bancorp, “Prospectus Supplement,”
6/2/2010, www.sec.gov/Archives/edgar/data/708955/000114420410031630/v187278_424b5.htm, accessed 7/11/2011; Sterling Bancshares, Inc., “Prospectus Supplement,” 6/9/2010, www.
sec.gov/Archives/edgar/data/891098/000114420411041029/v228841_8k.htm, accessed 7/25/2011; Signature Bank, “Prospectus Supplement,” 3/10/2010, files.shareholder.com/downloads/
SBNY/ 865263367x0x358381/E87182B5-A552-43DD-9499-8B56F79AEFD0/8-K__Reg_FD_Offering_Circular.pdf, accessed 7/11/2011; Texas Capital Bancshares, Inc., “Prospectus Supplement,”
3/11/2010, www.sec.gov/Archives/edgar/data/1077428/000095012310023800/d71405ae424b5.htm, accessed 7/11/2011; Bank of America, “Form 8-K,” 3/3/2010, www.sec.gov/Archives/edgar/
data/70858/000119312511190694/d8k.htm, accessed 7/25/2011; Bank of America, “Prospectus Supplement,” 3/1/2010, www.sec.gov/Archives/edgar/data/70858/000119312510044940/
d424b7.htm, accessed 7/11/2011; Bank of America, “Prospectus Supplement,” 3/1/2010, www.sec.gov/Archives/edgar/data/70858/000119312510044945/d424b7.htm, accessed 7/11/2011;
Washington Federal, Inc., “Prospectus Supplement,” 3/9/2010, www.sec.gov/Archives/edgar/data/936528/000119312510052062/d424b5.htm, accessed 7/25/2011; TCF Financial, “Prospectus
Supplement,” 12/16/2009, www.sec.gov/Archives/edgar/data/814184/000104746909010786/a2195869z424b5.htm, accessed 7/11/2011; JPMorgan Chase, “Prospectus Supplement,” 12/11/2009,
www.sec.gov/Archives/edgar/data/19617/000119312509251466/d424b5.htm, accessed 7/11/2011; Capital One Financial, “Prospectus Supplement,” 12/3/2009, hwww.sec.gov/Archives/edgar/
data/927628/000119312511188817/d424b2.htm, accessed 7/25/2011; Treasury, Transactions Report, 6/30/2010; Hartford Financial Services Group, Prospectus Supplement to Prospectus filed
with the SEC 8/4/2010, www.sec.gov/Archives/edgar/data/874766/000095012310087985/y86606b5e424b5.htm, accessed 7/11/2011; Hartford Financial Agreement, 8/21/2010, www.sec.gov/
Archives/ edgar/data/874766/000095012310089083/y86713exv1w1.htm, accessed 7/25/2011; Treasury, “Treasury Announces Pricing of Public Offering to Purchase Common Stock of The Hartford
Financial Services Group, Inc.,” 9/22/2010, www.treasury.gov/press-center/press-releases/Pages/tg865.aspx, accessed 7/11/2011; Lincoln National Corporation, Prospectus Supplement to Prospectus
filed with SEC 3/10/2009, www.sec.gov/Archives/edgar/data/59558/000119312510211941/d424b5.htm, accessed 7/25/2011; Lincoln National Corporation, 8-K, 9/22/2010, www.sec.gov/Archives/
edgar/data/59558/000119312511173295/d8k.htm, accessed 7/25/2011; Treasury, Section 105(a) Report, 1/31/2011; Treasury, “Treasury Announces Public Offerings of Warrants to Purchase
Common Stock of Citigroup Inc.,” 1/24/2011, www.treasury.gov/press-center/press-releases/Pages/tg1033.aspx, accessed 7/25/2011; Citigroup, Prospectus, 1/24/2011, www.sec.gov/Archives/
edgar/data/831001/000095012311004665/y89177b7e424b7.htm, accessed 7/25/2011; Citigroup, Prospectus, 1/24/2011, www.sec.gov/Archives/edgar/data/831001/000095012311004665/
y89177b7e424b7.htm, accessed 7/25/2011; Boston Private Financial Holdings, Inc., Prospectus, 1/28/2011, www.sec.gov/Archives/edgar/data/821127/000119312511021392/d424b5.htm, accessed 7/25/2011; Boston Private Financial Holdings, Inc. 8-K, 2/7/2011, www.sec.gov/Archives/edgar/data/821127/000144530511000189/tarpwarrant020711.htm, accessed 7/11/2011; Wintrust
Financial Corporation, Prospectus, 2/8/2011, www.sec.gov/Archives/edgar/data/1015328/000095012311011007/c62806b5e424b5.htm, accessed 7/25/2011; Wintrust Financial Corporation, 8-K,
2/8/2011, www.sec.gov/Archives/edgar/data/1015328/000095012311013436/c62955e8vk.htm, accessed 7/11/2011; Treasury, Section 105(a) Report, 1/31/2011; Treasury, “Treasury Announces
Public Offerings of Warrants to Purchase Common Stock of Citigroup Inc.,” 1/24/2011, www.treasury.gov/press-center/press-releases/Pages/tg1033.aspx, accessed 7/11/2011; Treasury, Citigroup Preliminary Prospectus – CPP Warrants, 1/24/2011, www.sec.gov/Archives/edgar/data/831001/000095012311004666/y89178b7e424b7.htm, accessed 7/11/2011; Citigroup, Preliminary Prospectus –
TIP & AGP Warrants, 1/24/2011, www.sec.gov/Archives/edgar/data/831001/000095012311004665/y89177b7e424b7.htm, accessed 7/11/2011. Treasury, responses to SIGTARP data call, 4/6/2011
and 7/14/2011.
quarterly report to congress I July 28, 2011
the institution’s managers, gathers non-public information, and conducts loan-loss
estimates and capital structure analysis. The manager submits its evaluation to
Treasury, which then decides whether to restructure its CPP investment.315
Table 2.25 shows all restructurings, recapitalizations, exchanges, and sales of
CPP investments through June 30, 2011.
Recent Exchanges and Sales
Cascade Financial Corporation
On November 21, 2008, Treasury invested $39 million in Cascade Financial
Corporation, Everett, Washington (“Cascade”) through CPP in return for preferred stock and warrants.316 On March 7, 2011, Cascade announced in an SEC
form 8-K filing that it had entered into a definitive merger agreement with Opus
Bank, Irvine, California (“Opus”).317 As part of the transaction, Opus has offered to
purchase Cascade’s preferred stock and the associated warrants issued to Treasury
under CPP for $16.3 million in cash. In the filing, Cascade noted that Treasury
has indicated its “willingness” to sell its TARP investments in Cascade to Opus.
The sale is subject to Cascade’s entry into definitive documentation that is acceptable to Treasury.318 Cascade shareholders approved the merger on May 31, 2011,
and received regulatory approval on June 27, 2011.319 On June 30, 2011, Treasury
completed the sale of its TARP investment to Opus, which resulted in a loss of approximately $22.7 million.320
FNB United Corporation
On February 13, 2009, Treasury invested $51.5 million in FNB United
Corporation, Asheboro, North Carolina (“FNB United”) through CPP in return for
preferred stock and warrants.321 On April 27, 2011, FNB United announced in an
SEC form 8-K filing that it had agreed to merge with Bank of Granite Corporation,
Granite Falls, North Carolina. As part of the transaction, FNB United will receive a
$77.5 million investment from two third-party firms in exchange for shares of FNB
United’s common stock.322
The filing also states that Treasury issued a letter on April 6, 2011, in which it
agreed to exchange the FNB United’s CPP preferred stock for common stock worth
25% of the preferred equity’s par value plus any accrued and unpaid dividends. In
addition, Treasury indicated its intent to reduce the exercise price of the warrant.
Before the exchange can be completed, FNB United must enter into a definitive
agreement with Treasury, complete its recapitalization with the third-party firms,
and repay outstanding debt and preferred stock issued by its subsidiary bank to
SunTrust Bank, Atlanta, Georgia.323 As of the drafting of this report, Treasury has
made no public disclosure of the agreement.
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Table 2.25
TREASURY RESTRUCTURINGS, RECAPITALIZATIONS, EXCHANGES, & SALES, AS OF 6/30/2011 ($ millions)
Original
Investment
Institution
Date of
Investment
Citigroup, Inc.
10/28/2008
$2,500.0
Provident Bankshares
11/14/2008
151.5
M&T Bank Corporation
12/23/2008
600.0
Combined
Investment
($ Millions)
($ Millions)
Investment Status
Exchanged for common stock/warrants and sold
1,081.5a
Provident preferred stock exchanged for new M&T Bank
Corporation preferred stock; Wilmington Trust preferred stock
redeemed by M&T Bank Corporation
Wilmington Trust Corporation
12/12/2008
330.0
Popular, Inc.
12/5/2008
935.0
Exchanged for trust preferred securities
First BanCorp
1/6/2009
400.0
Exchanged for mandatorily convertible preferred stock
South Financial Group, Inc.
12/5/2008
347.0
Sold
Sterling Financial Corporation
12/5/2008
303.0
Exchanged for common stock
Whitney Holding Corporation
6/3/2011
300.0
Sold
Pacific Capital Bancorp
11/21/2008
180.6
Exchanged for common stock
Wilmington Trust Corporation
5/13/2011
151.5
Sold
Central Pacific Financial Corp.
1/9/2009
135.0
Exchanged for common stock
First Merchants
2/20/2009
116.0
Exchanged for trust preferred securities and preferred stock
Metropolitan Bank Group, Inc.
6/26/2009
71.5
NC Bank Group, Inc
6/26/2009
6.9
Hampton Roads Bankshares
12/31/2008
80.3
Exchanged for common stock
Independent Bank Corporation
12/12/2008
72.0
Exchanged for mandatorily convertible preferred stock
Superior Bancorp, Inc.
12/5/2008
69.0
Exchanged for trust preferred securities
Cadence Financial Corporation
1/9/2009
44.0
Sold
Capital Bank Corporation
12/12/2008
41.3
Sold
Cascade Financial Corporation
6/30/2011
39.0
Sold
TIB Financial Corp.
12/5/2008
37.0
Sold
First Federal Bankshares of
Arkansas, Inc.
5/3/2011
16.5
Sold
First Community Bank Corporation
of America
12/23/2008
10.7
Sold
Bank of Currituck
2/6/2009
4.0
Sold
Treaty Oak Bancorp, Inc.
1/16/2009
3.3
Sold
FBHC Holding Company
12/29/2009
3.0
Sold
Fidelity Resources Company
6/26/2009
3.0
Exchanged for preferred stock in Veritex Holding
a
b
b
81.9b
Exchanged for new preferred stock in Metropolitan Bank
Group, Inc.
M
&T Bank Corporation (“M&T”) has redeemed the entirety of the preferred shares issued by Wilmington Trust Corporation plus accrued dividends. In addition, M&T has also repaid $370 million of
Treasury’s original $600 million investment. As of June 30, 2011, Treasury’s remaining principal investment in M&T is $381.5 million.
The new investment amount of $81.9 million includes the original investment amount in Metropolitan Bank Group, Inc. or $71.5 million plus the original investment amount in NC Bank Group, Inc. or
$6.9 million plus unpaid dividends of $3.5 million.
Sources: Treasury, Transactions Report, 7/1/2011; Treasury response to SIGTARP data call, 7/8/2011; SIGTARP, October Quarterly Report, 10/26/2010; Treasury, Section 105(a) Report,
9/30/2010; Treasury Press Release, “Taxpayers Receive $10.5 Billion in Proceeds Today from Final Sale of Treasury Department Citigroup Common Stock”; Treasury Press Release, “Treasury
Announces Pricing of Citigroup Common Stock Offering,” 12/7/2010; Treasury, Transactions Report, 12/31/2010; Treasury, Section 105(a) Report, 1/31/2011; Treasury Press Release, “Treasury
Announces Intent to Sell Warrant Positions in Public Dutch Auctions”; Treasury, Transactions Report, 3/2/2011; Broadway Financial Corporation, 8-K, 2/16/2011, www.sec.gov/Archives/edgar/
data/1001171/000119312511039152/d8k.htm, accessed 7/25/2011; FDIC and Texas Department of Banking, In the Matter of Treaty Oak Bank, Consent Order, 2/5/2010, www.fdic.gov/
bank/individual/enforcement/2010-02-34.pdf, accessed 7/25/2011; Fort Worth Business Press, “Shareholders Approve Sale of Treaty Bank to Fort Worth Investors,” www.timesleader.com/FwBp/
news/breaking/Shareholders-approve-sale-of-Treaty-Oak-bank-to-Fort-Worth-investors.html, accessed 7/25/2011; Central Pacific Financial Corp., 8-K, 11/4/2010,/www.sec.gov/Archives/edgar/
data/701347/000070134710000055/form8-k.htm, accessed 7/25/2011; Central Pacific Financial Corp., 8-K, 2/17/2011, www.sec.gov/Archives/edgar/data/701347/000110465911008004/
a11-6202_18k.htm, accessed 7/25/2011; Central Pacific Financial Corp., 8-K, 2/22/2011, www.sec.gov/Archives/edgar/data/701347/000110465911008879/a11-6350_18k.htm, accessed
7/25/2011; Scottrade, Central Pacific Financial Corp., 2/18/2011, research.scottrade.com/qnr/Public/Stocks/Snapshot?symbol=cpf, accessed 7/25/2011; Cadence Financial Corporation, 8-K,
3/4/2011, www.sec.gov/Archives/edgar/data/742054/000089882211000148/kbody.htm, accessed 7/25/2011; M&T Bank Corporation, 10-K, 2/19/2010, www.sec.gov/Archives/edgar/
data/36270/000095012311016289/l40880e10vk.htm, accessed 7/25/2011.
quarterly report to congress I July 28, 2011
Valley National Bancorp and State Bancorp, Inc.
On November 14, 2008, Treasury invested $300 million in Valley National
Bancorp, Wayne, New Jersey (“Valley”) through CPP in return for preferred stock
and warrants.324 As of December 23, 2009, Valley has repaid Treasury’s principal
investment, and Treasury has since auctioned off the warrants for $5.6 million
in proceeds. On December 5, 2008, Treasury invested $36.8 million in State
Bancorp, Inc., Jericho, New York (“State Bancorp”) for preferred stock and warrants to purchase additional shares of common stock.325
According to an SEC form 8-K filing, Valley entered into a merger agreement
with State Bancorp on April 28, 2011. Under the agreement, Valley will provide
funds to repurchase the preferred shares issued by State Bancorp through CPP.
Valley may also purchase the warrants for State Bancorp common stock, though it
is not required to do so. Should Valley choose not to purchase the warrants, they
will convert to warrants to purchase Valley common stock upon completion of the
merger.326 As of the drafting of this report, Treasury has made no public disclosure
of the agreement.
First Federal Bankshares of Arkansas, Inc.
On March 6, 2009, Treasury invested $16.5 million in First Federal Bancshares of
Arkansas, Inc., Harrison, Arkansas (“FFBA”) through CPP in return for preferred
stock and warrants.327 On January 28, 2011, FFBA announced in an SEC form
8-K filing that it had entered into a definitive investment agreement with its wholly
owned subsidiary, First Federal Bank, and Bear State Financial Holdings, LLC,
Little Rock, Arkansas (“Bear State”).328 On May 3, 2011, pursuant to an agreement with FFBA, Treasury sold all if its FFBA preferred stock, along with related
warrants and any accrued and unpaid dividends, to Bear State for an aggregate
purchase price of $6 million. This resulted in a loss to Treasury of approximately
$10.5 million.329
M&T Bank Corporation and Wilmington Trust Corporation
On November 14, 2008, Treasury invested $151.5 million in Provident Bankshares
Corporation, Baltimore, Maryland (“Provident”) through CPP in return for preferred stock and warrants.330 On December 23, 2008, Treasury invested $600
million in M&T Bank Corporation, Buffalo, New York (“M&T”) through CPP
in return for preferred stock and warrants.331 On May 26, 2009, M&T acquired
Provident, including Provident’s obligations related to Treasury’s $151.5 million
TARP investment in Provident.332
On December 12, 2008, Treasury invested $330 million in Wilmington Trust
Corporation, Wilmington, Delaware (“Wilmington”) through CPP in return for
preferred stock and warrants.333
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On November 1, 2010, M&T announced its application to acquire Wilmington,
and the Federal Reserve approved the application on April 26, 2011. Upon approval,
M&T announced that it would repay $370.0 million of the $751.5 million of preferred equity issued to M&T and Provident.334 On May 13, 2011, Treasury sold its
TARP investment in Wilmington to M&T at par value plus accrued dividends, and
the related warrants were exchanged for warrants to purchase shares of M&T common stock.335 M&T completed its acquisition of Wilmington on May 16, 2011.336
Whitney Holding Corporation
On December 19, 2008, Treasury invested $300 million in Whitney Holding
Corporation, New Orleans, Louisiana (“Whitney”) through CPP in return for preferred stock and warrants.337 On December 22, 2008, Whitney announced that it
had entered into a definitive merger agreement involving a stock-for-stock transaction with Hancock Holding Company, Gulfport, Mississippi (“Hancock”).338 On
June 3, 2011, Hancock purchased Treasury’s Whitney preferred stock at par value
plus accrued and unpaid dividends. This resulted in no gain or loss to Treasury. In
addition, Hancock purchased the related warrants for $6.9 million.339 The merger
received all required regulatory approval on May 13, 2011, and was completed on
June 4, 2011.340
F.N.B. Corporation and Parkvale Financial Corporation
On December 23, 2008, Treasury invested $31.8 million in Parkvale Financial
Corporation, Monroeville, Pennsylvania (“Parkvale”) through CPP in return for
preferred stock and warrants. On January 9, 2009, Treasury invested $100 million
in F.N.B. Corporation, Hermitage, Pennsylvania (“F.N.B.”) through CPP in return
for preferred stock and warrants. F.N.B. repaid Treasury’s preferred equity investment on September 9, 2009, and as of June 30, 2011, the warrant to purchase
F.N.B. common stock remains outstanding.341
On June 15, 2011, Parkvale announced in an SEC form 8-K filing that it had
entered into a definitive merger agreement with F.N.B. As part of the agreement,
Parkvale may repurchase the preferred shares it issued to Treasury or they may
be purchased by F.N.B. or one of its subsidiaries and would become extinguished
upon completion of the merger. F.N.B. may also choose to purchase the associated
warrants. If Treasury’s TARP investments are not repurchased prior to the merger,
the Parkvale preferred shares will convert into shares of F.N.B. preferred stock and
the associated warrants will convert into warrants to purchase F.N.B. common
stock. Should such conversions occur, the F.N.B. preferred stock would hold the
same rights and preferences as the Parkvale CPP preferred equity, and the warrants would be adjusted to reflect the agreed-upon exchange ratio for Parkvale and
F.N.B. common stock.342
quarterly report to congress I July 28, 2011
Completion of the merger remains subject to shareholder and regulatory approval.343 As of the drafting of this report, Treasury has made no public disclosure
of the agreement.
Mission Community Bancorp and Santa Lucia Bancorp
On December 19, 2008, Treasury invested $4 million in Santa Lucia Bancorp,
Atascadero, California (“Santa Lucia”) through CPP in return for preferred stock
and warrants.344 On January 9, 2009, Treasury invested $5.1 million in Mission
Community Bancorp, San Luis Obispo, California (“Mission”) through CPP in
return for preferred stock.345 However, Treasury did not require the issuance of
warrants since Mission was a certified CDFI that received a TARP investment of
less than $50 million.346
On June 27, 2011, Mission and Santa Lucia announced in an SEC form 8-K
filing that the two companies, along with Carpenter Fund Manager GP LLC,
Irvine, California (“Carpenter”), entered into a definitive merger agreement.347
Under the agreement, Mission would acquire Santa Lucia’s subsidiary bank, and
Carpenter would acquire Santa Lucia as a vehicle to hold the subsidiary bank’s
nonperforming assets.348 As part of the merger agreement, Carpenter would also
repurchase the preferred stock and related warrants issued by Santa Lucia under
CPP, as well as any accrued and unpaid dividends, for $2.8 million. According
to the filing, Treasury provided its written consent for the repurchase, however
the transaction remains subject to the entry of the parties into a definitive agreement.349 As of the drafting of this report, Treasury has made no public disclosure
of the agreement.350
Update on Previously Announced Exchanges
First Community Bank Corporation of America
On December 23, 2008, Treasury invested $10.7 million in First Community Bank
Corporation of America, Pinellas Park, Florida (“FCBA”) through CPP in return
for preferred stock and warrants.351 According to an SEC filing on January 6, 2011,
the Office of Thrift Supervision (“OTS”) proposed a cease and desist to FCBA
based on its subsidiary bank, First Community Bank of America, Pinellas Park,
Florida (“FCB”), operating “with an inadequate level of capital.”352 On February 10,
2011, FCBA agreed to merge FCB with Community Bank of Manatee, Bradenton,
Florida (“Community Bank”).353
On March 11, 2011, Treasury agreed to sell its TARP investment to FCBA for
$7.2 million plus 72% of remaining cash assets after payments of acquisition expenses, debts, liabilities, and other distributions.354 The agreement was contingent
upon the merger of FCB with Community Bank, and FCBA entering into definitive documentation that is acceptable to Treasury.355 Treasury completed the sale
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special inspector general I troubled asset relief program
on May 31, 2011, concurrent with the completion of the FCB-Community Bank
merger.356 This resulted in a loss to Treasury of approximately $2.9 million.
Central Pacific Financial Corporation
On January 9, 2009, Treasury invested $135 million in Central Pacific Financial
Corp., Honolulu, Hawaii (“Central Pacific”) through CPP in return for preferred
stock and warrants.357 On November 4, 2010, Central Pacific entered into two
separate investment agreements with an affiliate of the Carlyle Group and an affiliate of Anchorage Capital Group, LLC, pursuant to which each affiliate would
invest approximately $98 million in common stock. Both investment commitments
were subject to certain conditions, including the exchange of Treasury’s preferred
stock for common stock at a discount, plus 100% of the amount of unpaid dividends. The investment agreements are part of an overall plan to raise at least $325
million of new capital.358
On February 17, 2011, Treasury agreed to exchange its preferred stock and
unpaid dividends for newly issued common shares in Central Pacific and amended
warrants. On February 18, 2011, Central Pacific announced it had successfully
raised $325 million in new capital in a direct private placement and Treasury had
exchanged its preferred stock in Central Pacific and unpaid dividends for approximately 5.6 million common shares and amended warrants.359
On June 26, 2011, Treasury sold 2.9 million of its 5.6 million shares of Central
Pacific common stock at $12.75 per share for aggregate net proceeds to Treasury
of $35.9 million.360 Following the offering, Treasury still holds 2.8 million shares,
along with the warrants for 79,288 shares of common stock. The final loss or gain
on Treasury’s investment will depend on the market price of the common stock at
the time Treasury disposes the entirety of its interests.
CPP Recipients: Bankrupt or with Failed Subsidiary Banks
Despite Treasury’s stated goal of limiting CPP investments to “healthy and viable
institutions,” a number of CPP participants went bankrupt or had a subsidiary bank
fail, as indicated in Table 2.26.361
Closure of Superior Bank
On December 5, 2008, Treasury invested $69 million in Superior Bancorp Inc.,
Birmingham, Alabama (“Superior”) through CPP in return for preferred stock
and a warrant to purchase shares of common stock.362 On December 11, 2009,
Superior exchanged the preferred equity investment for a like amount in trust
preferred securities.363 On November 2, 2010, the Office of Thrift Supervision
(“OTS”) issued a cease-and-desist order against Superior and its subsidiary bank,
citing insufficient liquidity to meet their debt obligations and inadequate capital
and earnings. Furthermore, both institutions operated with “an excessive level of
quarterly report to congress I July 28, 2011
adversely classified loans and assets,” and also had large concentrations of commercial real estate and construction loans.364
On April 15, 2011, OTS closed Superior’s subsidiary bank and the FDIC was
named receiver. The FDIC entered into a purchase and assumption agreement
with Superior Bank, N.A., Birmingham Alabama, a newly-chartered, wholly-owned
subsidiary of Community Bancorp LLC, Houston, Texas (“Community”), to assume all deposits of Superior’s subsidiary bank.365 Community previously purchased
CPP preferred equity issued by another TARP participant, Cadence Financial
Corporation, in connection with its merger agreement with the company.366 The
FDIC estimates that the cost to the Deposit Insurance Fund will be $259.6 million.367 While the amount of Treasury’s recovery is not clear, all of Treasury’s TARP
investment in Superior may be lost.368
For more information on the Community
Bancorp and Cadence Financial merger
agreement, see SIGTARP’s April 2011
Quarterly Report, page 123.
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special inspector general I troubled asset relief program
Table 2.26
CPP recipients: Bankrupt oR with failed subsidiary banks
Institution Name
Initial
Invested
Amount
Investment
Date
Status
($ Millions)
Bankruptcy/
Failure Datea
Subsidiary
Bank
11/1/2009
CIT Bank,
Salt Lake City, UT
CIT Group Inc., New
York, NY
$2,330.0
12/31/2008
Bankruptcy proceedings
completed with no
recovery of Treasury’s
investment; subsidiary
bank remains active
UCBH Holdings Inc.,
San Francisco, CA
$298.7
11/14/2008
In bankruptcy;
subsidiary bank failed
11/6/2009
United Commercial Bank,
San Francisco, CA
$4.1
1/16/2009
Bankruptcy proceedings completed with no
recovery of Treasury’s
investment; subsidiary
bank failed
11/13/2009
Pacific Coast National
Bank, San Clemente, CA
$89.4 b
12/5/2008
In bankruptcy;
subsidiary bank failed
5/14/2010
Midwest Bank and Trust
Company, Elmwood
Park, IL
Sonoma Valley
Bancorp, Sonoma,
CA
$8.7
2/20/2009
Winding down
operations; subsidiary
bank failed
8/20/2010
Sonoma Valley
Bank, Sonoma, CA
Pierce County
Bancorp,
Tacoma, WA
$6.8
1/23/2009
Subsidiary bank failed
11/5/2010
Pierce Commercial Bank,
Tacoma, WA
Tifton Banking
Company,
Tifton, GA
$3.8
4/17/2009
Failed
11/12/2010
N/A
Legacy Bancorp,
Inc. Milwaukee, WI
$5.5
1/30/2009
Subsidiary bank failed
3/11/2011
Legacy Bank,
Milwaukee, WI
Superior Bancorp,
Inc., Birmingham,
AL
$69.0
12/5/2008
Subsidiary bank failed
4/15/2011
Superior Bank,
Birmingham, AL
Pacific Coast
National Bancorp,
San Clemente, CA
Midwest Banc
Holdings, Inc.,
Melrose Park, IL
TOTAL
$2,816.0
Notes: Numbers may not total due to rounding.
a
Date is the earlier of the bankruptcy filing by holding company or the failure of subsidiary bank.
b
The amount of Treasury’s investment prior to bankruptcy was $89,874,000. On 3/8/2010, Treasury exchanged its $84,784,000 of preferred stock in Midwest
Banc Holdings, Inc. (MBHI) for $89,388,000 of MCP, which is equivalent to the initial investment amount of $84,784,000, plus $4,604,000 of capitalized previously accrued and unpaid dividends.
Sources: Treasury, Transactions Report, 7/1/2011; FDIC, “Failed Bank List,” no date, www.fdic.gov/bank/individual/failed/banklist.html, accessed
7/25/2011; FDIC, “Institution Directory,” no date, www2.fdic.gov/idasp/main.asp, accessed 7/25/2011; CIT, “CIT Board of Directors Approves Proceeding with Prepackaged Plan of Reorganization with Overwhelming Support of Debtholders,” 11/1/2009, ir.cit.com/phoenix.zhtml?c=99314&p=irolnewsArticle&ID=1349179&highlight, accessed 7/25/2011; Pacific Coast National Bancorp, 8-K, 12/17/2009, www.sec.gov/Archives/edgar/
data/1302502/000092708909000240/pcnb-8k122209.htm, accessed 7/25/2011; Sonoma Valley Bancorp, 8-K, 8/20/2010, www.sec.gov/Archives/edgar/
data/1120427/000112042710000040/form8k_receivership.htm, accessed 7/25/2011; Midwest Banc Holdings, Inc., 8-K, 8/20/2010, www.sec.gov/Archives/
edgar/data/1051379/000095012310081020/c60029e8vk.htm, accessed 7/25/2011; UCBH Holdings, Inc., 8-K, 11/6/2009, www.sec.gov/Archives/edgar/
data/1061580/000095012309062531/f54084e8vk.htm, accessed 7/25/2011; FDIC Press Release, “Heritage Bank, Olympia, Washington, Assumes All of
the Deposits of Pierce Commercial Bank, Tacoma, Washington,” 11/5/2010, www.fdic.gov/news/news/press/2010/pr10244.html, accessed 7/25/2011; FDIC
Press Release, “Ameris Bank, Moultrie, Georgia, Acquires All of the Deposits of Two Georgia Institutions,” 11/12/2010, www.fdic.gov/news/news/press/2010/
pr10249.html, accessed 7/25/2011; Treasury, Transactions Report, 3/11/2011; Federal Reserve Board Press Release, 5/10/2010, www.federalreserve.gov/
newsevents/press/enforcement/20100510b.htm, accessed 7/25/2011; Board of Governors of the Federal Reserve System, Written Agreement by and among
Legacy Bancorp, Inc., Legacy Bank, Federal Reserve Bank of Chicago, and State of Wisconsin Department of Financial Institutions, Madison, Wisconsin, www.
federalreserve.gov/newsevents/press/enforcement/enf20100505b1.pdf, accessed 7/25/2011; FDIC Press Release, “Seaway Bank and Trust Company, Chicago, Illinois Assumes All of the Deposits of Legacy Bank, Milwaukee, Wisconsin,” 3/11/2011, www.fdic.gov/news/news/press/2011/pr11055.html, accessed
7/25/2011; FDIC Press Release, “Superior Bank, N.A., Birmingham, Alabama, Assumes All of the Deposits of Superior Bank, Birmingham, Alabama,” 4/15/2011,
www.fdic.gov/news/news/press/2011/pr11073.html, accessed 7/15/2011.
quarterly report to congress I July 28, 2011
Small-Business Lending Initiatives
Treasury has taken steps to launch two programs that it describes as small-business
lending initiatives. Both are similar to TARP’s CPP in that they involve Treasury
purchases of preferred shares or subordinated debt in certain QFIs. The first, the
Community Development Capital Initiative (“CDCI”), uses TARP money. The
second, the Small Business Lending Fund (“SBLF”), authorized by statute on
September 27, 2010, operates outside TARP but will likely involve many current
TARP recipients.369
Community Development Capital Initiative
The Administration announced CDCI on October 21, 2009. According to Treasury,
it was intended to help small businesses obtain credit.370 Under CDCI, TARP
made capital investments in the preferred stock or subordinated debt of eligible
banks, bank holding companies, thrifts, and credit unions certified as Community
Development Financial Institutions (“CDFIs”) by Treasury. According to Treasury,
these lower-cost capital investments were intended to strengthen the capital base
of CDFIs and enable them to make more loans in low and moderate-income
communities.371
CDCI was open to certified, qualifying CDFIs or financial institutions that
applied for CDFI status by April 30, 2010.372 According to Treasury, CPPparticipating CDFIs that were in good standing could exchange their CPP investments for CDCI investments.373 Each application for new or incremental funds
had to be reviewed by the financial institution’s Federal regulator and approved by
Treasury.374 CDCI closed to new investments on September 30, 2010.375
Terms for Senior Securities and Dividends
An eligible bank, bank holding company, or thrift could apply to receive capital in
an amount up to 5% of its risk-weighted assets. A credit union (which is a memberowned, nonprofit financial institution with a capital and governance structure
different from that of for-profit banks) could apply for Government funding of up
to 3.5% of its total assets — roughly equivalent to the 5% of risk-weighted assets
for banks.376 Participating credit unions and subchapter S corporations (“S corporations”) issued subordinated debt to Treasury in lieu of the preferred stock issued by
other CDFI participants.377 Many CDFI investments have an initial dividend rate
of 2%, which increases to 9% after eight years. Participating S corporations pay an
initial rate of 3.1%, which increases to 13.8% after eight years.378
A CDFI participating in CPP had the opportunity to request to convert those
shares into CDCI shares, thereby reducing the annual dividend rate it pays the
Government from 5% to as low as 2%.379 According to Treasury, CDFIs were not
required to issue warrants because of the de minimis exception in EESA, which
grants Treasury the authority to waive the warrant requirement for qualifying institutions in which Treasury invested $100 million or less.380
Subordinated Debt: Loan (or security)
that ranks below other loans (or securities) with regard to claims on assets or
earnings.
Community Development Financial Institutions (“CDFIs”): Financial institutions
eligible for Treasury funding to serve
urban and rural low-income communities through the CDFI Fund. CDFIs were
created in 1994 by the Riegle Community Development and Regulatory
Improvement Act. These entities must
be certified by Treasury; certification
confirms they target at least 60% of
their lending and other economic development activities to areas underserved
by traditional financial institutions.
Risk-Weighted Assets: Risk-based measure of total assets held by a financial
institution. Assets are assigned broad
risk categories. The amount in each
risk category is then multiplied by a
risk factor associated with that category. The sum of the resulting weighted
values from each of the risk categories
is the bank’s total risk-weighted assets.
Subchapter S Corporations (“S Corporations”): Corporate form that passes
corporate income, losses, deductions,
and credit through to shareholders for
Federal tax purposes. Shareholders of
S corporations report the flow-through
of income and losses on their personal
tax returns and are taxed at their individual income tax rates.
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If during the application process a CDFI’s primary regulator deemed it to be undercapitalized or to have “quality of capital issues,” the CDFI had the opportunity
to raise private capital to achieve adequate capital levels. Treasury would match the
private capital raised on a dollar-for-dollar basis, up to a total of 5% of the financial
institution’s risk-weighted assets. In such cases, private investors had to agree to
assume any losses before Treasury.381
CDCI Investment Update
Treasury invested $570.1 million of the $780.2 million it originally allocated for
CDCI.382 Treasury made investments in 84 institutions under the program — 36
banks or bank holding companies and 48 credit unions.383 Of these 84 investments,
28 were conversions from CPP (representing $363.3 million of the total $570.1
million); the remaining 56 were not CPP participants. For the 28 CPP banks,
Treasury provided an additional $100.7 million in CDCI funds in addition to
converting the CPP investments. Only $106 million of the total CDCI funds went
to institutions that were not in CPP. As of June 30, 2011, Treasury had received
$7.7 million in dividends and interest from CDCI recipients. However, as of that
date, five institutions (Carver Bancorp, Inc., First Vernon Bancshares, Inc., First
American International Corporation, PGB Holdings, Inc., and Premier Bancorp,
Inc.) had unpaid dividend or interest payments to Treasury totaling $511,146.384 A
list of all CDCI investments is included in Appendix D: “Transaction Detail.”
Carver Bancorp, Inc.
On January 16, 2009, Treasury invested approximately $19 million in Carver
Bancorp, Inc., New York, New York (“Carver”) through CPP in return for preferred
stock.385 Treasury did not require the issuance of warrants since Carver was a
certified CDFI that received a TARP investment of less than $50 million.386 Carver
exchanged its CPP investment for an equivalent investment amount under CDCI
on August 27, 2010.387 On February 7, 2011, OTS issued a cease-and-desist order
against Carver and its subsidiary bank, citing inadequate capital protection and
earnings, deteriorating asset quality, and ineffective risk management.388
On June 29, 2011, Treasury agreed to exchange its $19.0 million preferred investment for an equivalent amount of common stock, which is approximately 34.8
million shares.389 As of June 30, 2011, Carver had missed two dividend payments
totaling approximately $189,800.390 Upon completion of the exchange, Carver must
repay all accrued and unpaid dividends on its preferred stock.391 Completion of the
exchange remains subject to shareholder approval and Carver raising new equity
capital.392
quarterly report to congress I July 28, 2011
Small Business Lending Fund
On September 27, 2010, the President signed into law the Small Business Jobs
Act of 2010, which created the SBLF with a $30 billion authorization.393 SBLF is
intended to allow Treasury “to make capital investments in eligible institutions in
order to increase the availability of credit for small businesses.”394 To be eligible
for SBLF, the institution must have had less than $10 billion in total assets as of
December 31, 2009.
On December 20, 2010, Treasury announced terms under which insured
depository institutions, bank holding companies, and savings and loan holding
companies (hereinafter “banks”) may request funds under SBLF.395 The deadline
for banks to apply to participate in SBLF was May 16, 2011.396 Terms and guidance
for S corporations and mutual depository institutions to apply were announced
on May 9, 2011, and the application deadline for these institutions was June 6,
2011.397 Community development loan funds (“CDLFs”) received guidance on
May 25, 2011, along with an application deadline of June 22, 2011.398 Prospective
participants in SBLF were required to submit an application and a “small business
lending plan,” which addresses their intended use of funds and anticipated increase
in small-business lending, to their primary Federal regulator and to their state regulator, if applicable.399 According to Treasury, the total number of SBLF applications
Treasury received as of June 30, 2011 was 927, of which 319 were from existing
TARP recipients.
Banks, S corporations, and mutual depository institutions can receive a capital
investment totaling up to 3% or 5% of its risk-weighted assets, depending on their
size.400 Bank holding companies (“BHCs”) applying for SBLF must contribute at
least 90% of any funding they receive to their insured depository institution subsidiaries that originate small-business loans.401 CDLFs may apply for SBLF funding
equal to 1% to 5% of their total assets as of December 31, 2009.402
An institution is not eligible for the program if it is on the FDIC’s problem bank
list or if it has been removed from that list in the 90 days preceding its application
to SBLF.403 Treasury consults with Federal and, where applicable, state regulators
about the bank’s financial condition and whether it is eligible to receive funding
from SBLF.404
Qualified Small Business Lending under SBLF allows participants to extend
loans of up to $10 million to businesses with no more than $50 million in annual
revenues. Such loans include:405
•
•
•
•
commercial and industrial loans to small businesses
loans secured by owner-occupied nonfarm, nonresidential real estate
loans to finance agricultural production and other loans to farmers
loans secured by farmland
Mutual Depository Institution: Any bank,
savings association, bank holding
company, or savings and loan holding company organized in a mutual
form. Savings associations organized
as mutual institutions issue no capital
stock and therefore have no stockholders. Mutual savings associations build
capital almost exclusively through
retained earnings.
Community Development Loan Fund
(“CDLF”): Financial institution that is a
type of certified CDFI. These entities
(usually non-profits) serve businesses,
organizations, and individuals in urban
and rural low-income communities.
Bank Holding Company (“BHC”):
Company that owns and/or controls
one or more U.S. banks.
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Dividend and Interest Payments
For more information on how adjustments to the dividend rate are calculated
for SBLF banks whose Qualified Small
Business Lending exceeds baseline levels,
see SIGTARP’s April 2011 Quarterly
Report, page 128.
See SIGTARP’s April 2011 Quarterly
Report, pages 128-129, for a discussion
on Treasury’s policies regarding missed
dividend payments under SBLF.
According to the governing provisions of the Small Business Jobs Act, the initial 5%
annual dividend drops 1% for every 2.5% increase over two years in the institution’s
Qualified Small Business Lending, as defined by SBLF, subject to a minimum rate
of 1%.406 If an institution achieves this lending increase during an initial two-year
adjustment period, the decreased dividend holds until four and a half years from
Treasury’s investment date.407 If the institution does not increase its small-business
lending during the first two years, the rate later rises to 7%.408 In addition, CPP
banks that refinance into SBLF and fail to increase small-business lending after
two years following their entry into SBLF are subject to an additional 2% annual
fee from the fifth anniversary of their CPP investment date until four and a half
years after Treasury’s SBLF investment, at which time the dividend rate for all
SBLF participants becomes 9%.409 Increases in Qualified Small Business Lending
are compared with a “baseline” amount equal to the average amount of such lending that an SBLF participant had outstanding for the four calendar quarters ending
June 30, 2010 (adjustments are made to exclude loans obtained through “mergers,
acquisitions, and loan purchases”).410 Participating financial institutions qualify for
reduced dividend and interest rates to the extent that their outstanding Qualified
Small Business Lending exceeds baseline levels. The dividend rates are adjusted
quarterly to reflect changes in an institution’s small business lending relative to its
baseline amount.411 As a result, a bank may receive a reduced dividend rate based
on increases in its lending that occurred before it received any SBLF funding.
CPP and CDCI Refinancing into SBLF
See SIGTARP’s January 2011 Quarterly
Report, pages 185–192, for SIGTARP’s
recommendations to Treasury about
how SBLF is applied to current TARP
recipients and, in particular, Treasury’s
rejection of two important taxpayerprotecting recommendations advanced
by SIGTARP.
Although this program operates outside TARP, as of June 30, 2011, 319 TARP recipients under either CPP or CDCI had applied to refinance their investments and,
thus, potentially benefit from lower dividend rates, noncumulative dividends, and
the removal of rules on executive compensation and luxury expenditures.412 As of
June 30, 2011, 314 existing CPP participants and five existing CDCI participants
applied to SBLF.413
According to Treasury, the applications of current CPP or CDCI participants
are evaluated under the same processes used for other applicants, though additional eligibility restrictions pertain to institutions refinancing from CPP or CDCI.414
On December 20, 2010, Treasury issued further guidance under which CPP and
CDCI recipients can refinance into SBLF.415 Among the additional terms for TARP
recipients are:416
• Banks that participate in SBLF cannot continue to participate in CPP or CDCI.
• Banks that use SBLF to refinance their CPP or CDCI investments must redeem
all outstanding preferred stock issued under those programs on or before the
quarterly report to congress I July 28, 2011
date of Treasury’s SBLF investment. Banks may use the SBLF funding to meet
this requirement.
• Banks must be in material compliance with all the terms, conditions, and covenants of CPP or CDCI in order to refinance through SBLF.
• Banks must be current in their dividend payments and must pay any accrued
and unpaid dividends due to Treasury under CPP or CDCI. In addition, banks
cannot have missed more than one previous dividend payment under CPP or
CDCI (defined as a payment submitted more than 60 days late).
• Banks’ matching funds from private sources are not considered in the preliminary approval process.
Additional specific terms apply to banks that previously received investments
under CPP:
• Two years after refinancing to SBLF funding, a CPP-recipient bank must have
increased its small-business lending relative to the baseline level of smallbusiness lending as defined in the Small Business Jobs Act. If it has not, then in
addition to its SBLF dividends (which reset to 7%) the bank must pay Treasury
an additional “lending incentive fee” equal to 2% per annum of its then outstanding SBLF investment, starting on the fifth anniversary of Treasury’s CPP
investment. The lending incentive fee will be in effect until four and a half years
after the SBLF investment (i.e., the time at which the SBLF dividend rate for
all participants rises to 9%). This fee does not apply to a bank that redeemed, or
applied to redeem, its CPP investment as of December 16, 2010.
• Banks are not required to repurchase warrants from Treasury that were provided
as a condition of receiving funds under CPP. Treasury does not require banks to
issue warrants for participation in SBLF.
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Systemically Significant Failing Institutions Program
According to Treasury, the Systemically Significant Failing Institutions (“SSFI”)
program was established to “provide stability and prevent disruptions to financial
markets from the failure of a systematically significant institution.”417 Through
SSFI, Treasury obligated $69.8 billion to American International Group, Inc.
(“AIG”), the program’s sole participant.418
Cumulative Preferred Stock: Stock
requiring a defined dividend payment. If
the company does not pay the dividend
on schedule, it still owes the missed
dividend to the stock’s owner.
Non-Cumulative Preferred Stock: Preferred stock with a defined dividend,
without the obligation to pay missed
dividends.
Equity Capital Facility: Commitment to
invest equity capital in a firm under certain future conditions. An equity facility
when drawn down is an investment
that increases the provider’s ownership
stake in the company. The investor
may be able to recover the amount invested by selling their ownership stake
to other investors at a later date.
Special Purpose Vehicle (“SPV”): Offbalance- sheet legal entity that holds
transferred assets presumptively
beyond the reach of the entities that
provide the assets, and that is legally
isolated.
Status of SSFI Funds
On November 25, 2008, Treasury made an initial $40 billion investment in AIG.
In return, Treasury received AIG Series D cumulative preferred stock and warrants
to purchase AIG common stock.419 On April 17, 2009, AIG and Treasury signed a
securities exchange agreement under which Treasury exchanged the Series D cumulative preferred stock, which required AIG to make quarterly dividend payments,
for less valuable and less liquid Series E non-cumulative preferred stock, which did
not require AIG to make quarterly dividend payments. Additionally, on April 17,
2009, Treasury committed to fund an equity capital facility under which AIG could
draw down up to $29.8 billion in exchange for Series F non-cumulative preferred
stock and additional warrants, of which AIG drew down $27.8 billion.420
On January 14, 2011, AIG executed a Recapitalization Plan (discussed in
greater detail in this section), which resulted in the conversion of the Series E and
F preferred shares to common stock.421 In addition, portions of the Series F preferred stock were exchanged for preferred interests in two special purpose vehicles
(“SPV”) formed to hold two of AIG’s foreign life insurance subsidiaries, American
International Assurance Co., Ltd. (“AIA”) and American Life Insurance Company
(“ALICO”), and for a new $2 billion Series G equity capital facility.422
On May 27, 2011, AIG and Treasury completed a stock offering for AIG common stock. Treasury sold 200 million shares of its AIG common stock as part of
the offering. Total proceeds from the sale were $8.7 billion, with $5.8 billion going
to Treasury. As of June 30, 2011, Treasury held a 77% common equity stake.423
The Series G equity capital facility remained undrawn and was terminated this
quarter pursuant to the terms of the common stock offering.424 See the “AIG
Recapitalization Plan” and “Sale of AIG Common Stock” discussions below for
more detailed information.
Dividend Payments
Before the recapitalization, for the period November 25, 2008, to January 14,
2011, AIG had failed to pay any dividends. As of December 31, 2010, AIG had not
paid or had failed to declare dividends for eight consecutive quarters, for a total of
$7.9 billion in missed or undeclared dividend payments.425 When AIG failed to pay
dividends for four consecutive quarters on the Series E preferred stock, this gave
Treasury the right to appoint to AIG’s board the greater of either two directors or
a number (rounded upward) of directors equal to 20% of all AIG directors.426 On
quarterly report to congress I July 28, 2011
April 1, 2010, Treasury appointed Donald H. Layton and Ronald A. Rittenmeyer
as directors of AIG.427 After the Recapitalization Plan was executed, AIG no longer
had an obligation to pay dividends.
Federal Reserve Credit Facility, Maiden Lane II and III, and Special
Purpose Vehicles
In September 2008, the Federal Reserve Bank of New York (“FRBNY”) extended
an $85 billion revolving credit facility to AIG in an effort to stabilize the company.
In return, AIG committed 79.8% of its voting equity to a trust for the sole benefit
of the Treasury.428 The terms of the credit facility included a high interest rate and
increased AIG’s debt ratios significantly. Servicing this debt contributed to AIG’s
financial troubles and put downward pressure on its credit rating.429 Federal officials feared that future downgrades in AIG’s credit rating could have “catastrophic”
effects on the company, forcing it into bankruptcy.430
FRBNY and Treasury determined that this possibility posed a threat to the
nation’s financial system and decided that additional transactions were necessary
to modify the revolving credit facility.431 In November 2008, FRBNY and Treasury
took the following actions to stabilize AIG’s operations:432
• Treasury purchased $40 billion in AIG preferred shares under TARP, the proceeds of which went directly to FRBNY to pay down a portion of the existing
revolving credit facility. After that payment, the total amount available to AIG
under FRBNY’s revolving credit facility was reduced from $85 billion to $60
billion.
• FRBNY created Maiden Lane II, a SPV, to which FRBNY lent $19.5 billion to
fund the purchase of residential mortgage-backed securities (“RMBS”) from the
securities-lending portfolios of several of AIG’s U.S.-regulated insurance subsidiaries, in order to help relieve liquidity pressures stemming from their securitylending programs.
• FRBNY created Maiden Lane III, another SPV, to which FRBNY lent $24.3
billion to buy from AIG’s counterparties collateralized debt obligations underlying credit default swap contracts written by AIG.
On March 30, 2011, FRBNY announced that it will sell the securities in
Maiden Lane II over time using a competitive sales process through its investment manager BlackRock Solutions. According to FRBNY, there will be no fixed
timeframe for the sales.433 FRBNY also announced that, along with providing
quarterly updates on total proceeds from sales and the total amount purchased by
each counterparty, it will publish the identity of the purchasers and sale price for
each individual security three months after the last asset is sold.434 According to
the Federal Reserve, the fair value of the Maiden Lane II assets was $12.5 billion
Revolving Credit Facility: Line of credit
for which borrowers pay a commitment fee, allowing them to repeatedly
draw down funds up to a guaranteed
maximum amount. The amount of available credit decreases and increases as
funds are borrowed and then repaid.
For more on the creation of the Maiden
Lane III SPV see SIGTARP audit
report, “Factors Affecting Payments to
AIG’s Counterparties,” dated November
17, 2009.
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special inspector general I troubled asset relief program
Committee on Uniform Securities
Identification Procedures (“CUSIPs”):
Committee set up by securities exchanges to allocate a unique identification code to each security traded.
(based on valuations as of March 31, 2011, which according to FRBNY is the
latest data available).435 As of June 30, 2011, FRBNY had completed nine sales
of a total of 306 Committee on Uniform Securities Identification Procedures
(“CUSIPs”) from the Maiden Lane II portfolio with a current face value totaling
approximately $10 billion.436
Table 2.27 details the offerings that have been completed through June 30,
2011.
Table 2.27
FRBNY MAIDEN LANE II SECURITIES SALES, AS OF 6/30/2011
Number of
CUSIPs
Offered
Number of
CUSIPs Sold
Current Face Value
of CUSIPs Solda
CUSIPs Sold as
a Percentage of
CUSIPs Offered
4/6/2011
52
42
$1,326,856,873
81%
4/13/2011
42
37
626,080,072
88%
4/14/2011
8
8
534,127,946
100%
4/28/2011
10
8
1,122,794,209
80%
5/4/2011
43
38
1,773,371,055
88%
5/10/2011
79
74
427,486,898
94%
5/12/2011
53
34
1,373,506,029
64%
5/19/2011
29
29
878,641,682
100%
6/9/2011
73
36
1,898,594,878
49%
389
306
$9,961,459,642
79%
Auction Closing
Date
Total
Note: Numbers affected by rounding.
a
The current face value represents the most recent balance of principal outstanding on the assets. It does not reflect the market value
of the bonds nor the price originally paid by Maiden Lane II LLC for the bonds.
Sources: FRBNY, “Maiden Lane II LLC: Bid List Offering,” no date, www.newyorkfed.org/markets/MLII/maidenlane.cfm?showMore=1,
accessed 7/8/2011.
Treasury and the Federal Reserve on March 2, 2009, announced a restructuring of Government assistance to AIG that, according to Treasury, was designed to
strengthen the company’s capital position.437 The measures included an authorization for FRBNY to acquire up to $26 billion of preferred equity interests in two
SPVs formed for AIA and ALICO. The SPVs’ creation also facilitated the independence of these two subsidiaries in anticipation of a sale or initial public offering
(“IPO”).438
On December 1, 2009, FRBNY received $16 billion in preferred equity interests in AIA Aurora LLC (“AIA SPV”) and $9 billion in the ALICO Holdings LLC
(“ALICO SPV”). This action decreased the outstanding principal balance of AIG’s
revolving credit facility by $25 billion and reduced its total facility borrowing capacity from $60 billion to $35 billion.439 Under the transaction’s original terms, with
limited exceptions, all proceeds from the voluntary sale, public offering, or other
liquidation of the assets or businesses held by the SPVs had to be used first to fully
quarterly report to congress I July 28, 2011
redeem FRBNY’s interests in the SPVs and then to reduce the outstanding revolving credit facility.440 After a series of additional payments, from March 12, 2010, to
December 31, 2010, the borrowing capacity under the revolving credit facility was
reduced to approximately $25.1 billion and AIG’s total outstanding principal and
interest balance was $20.3 billion.441 As of January 14, 2011, that total, including
fees, had grown to $20.7 billion.442
Upon closing the Recapitalization Plan on January 14, 2011, AIG repaid the remaining balance of the FRBNY revolving credit facility with proceeds from an IPO
of AIA Group Limited and the sale of ALICO to MetLife, Inc. (both are described
below), and the facility was terminated.443
Sale of Business Assets
AIG announced on September 30, 2010, that it had entered into a definitive sale
agreement with Prudential Financial, Inc., for the sale of its two Japanese-based life
insurance subsidiaries, AIG Star Life Insurance Co., Ltd. (“Star”), and AIG Edison
Life Insurance Company (“Edison”), for a total of $4.8 billion.444 On February 1,
2011, AIG completed the sale of Star and Edison to Prudential Financial, Inc., for
$4.8 billion, consisting of $4.2 billion in cash and $0.6 billion in the assumption of
third-party debt.445 Under the terms of the Recapitalization Plan, AIG was required
to use all net cash proceeds from the Star and Edison sales to repay a portion of
Treasury’s preferred interests in the AIA and ALICO SPVs.446 Instead, on February
8, 2011, AIG entered into a letter agreement with Treasury permitting AIG to retain
$2 billion of net cash proceeds from the sale of Star and Edison to strengthen loss
reserves and support the capital of one of AIG’s operating companies, Chartis, Inc.,
which had taken a charge of more than $4 billion to its reserves.447 On February
14, 2011, the remaining $2.2 billion in cash proceeds went to repay a portion of
Treasury’s preferred interests in the AIA and ALICO SPVs.448
On October 29, 2010, AIG completed an IPO of 8.1 billion shares of AIA
Group Limited.449 According to AIG, the gross proceeds from the IPO were $20.5
billion. Upon completion of the IPO, AIG owned approximately 33% of AIA Group
Limited’s outstanding shares, which will continue to be held in the AIA SPV. AIG is
precluded from selling or hedging any of these remaining shares until October 18,
2011, and from selling or hedging more than half of these remaining shares until
April 18, 2012.450
On November 1, 2010, AIG finalized the sale of ALICO to MetLife, Inc. AIG
received $16.2 billion through the sale of ALICO, $7.2 billion of which was paid in
cash and $9.0 billion in equity interests in MetLife. These equity interests were initially held in the ALICO SPV, then were sold on March 8, 2011, for $9.6 billion.451
Effective January 14, 2011, the cash proceeds from the AIA Group Limited IPO
and ALICO sale were disbursed to FRBNY as part of the Recapitalization Plan.
For more on AIG’s Federal Reserve
credit facility reduction transaction, see
SIGTARP’s January 2010 Quarterly
Report, page 73.
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special inspector general I troubled asset relief program
On January 12, 2011, AIG accepted a $2.2 billion cash offer for 97.6% of its
Taiwan life insurance unit, Nan Shan Life Insurance Company, Ltd. (“Nan Shan”),
from Ruen Chen Investment Holding Co., Ltd., subject to regulatory approval.452
For a summary of AIG asset sales in excess of $1 billion, see Table 2.28.
Table 2.28
AIG ASSET SALES IN EXCESS OF $1 BILLION, As Of 6/30/2011
AIG Asset
Gross Proceeds
Date
Buyer or Public
AIA (sold 67%)
$20.5 billion
10/29/2010
Public: Initial Public Offering
ALICO
$7.2 billion cash
$9 billion MetLife
equity interests
11/1/2010
Buyer: MetLife, Inc.
MetLife equity interests
$9.6 billion
3/8/2011
Buyer: MetLife, Inc.
AIG Star Life Insurance and
AIG Edison Life Insurance
$4.8 billion
2/1/2011
Buyer: Prudential
Financial, Inc.
Nan Shan Life Insurance Co.
(agreed to sell 97.6%)
$2.2 billion
Subject to regulatory approval
Buyer: Ruen Chen
Investment Holding Co., Ltd.
Notes: Numbers affected by rounding.
Source: AIG, “AIG Enters Into Agreement To Sell Star and Edison Life Companies,” 9/30/2010, www.aigcorporate.com/newsroom/index.html, accessed 7/8/2011; SEC, “8-K American International Group,” 10/22/2010, www.sec.gov/Archives/edgar/
data/5272/000095012310095032/y87334e8vk.htm, accessed 7/25/2011; AIG, “AIG Raises Nearly $37 Billion In Two Transactions
To Repay Government,” 11/1/2010, ir.aigcorporate.com/External.File?t=2&item=g7rqBLVLuv81UAmrh20Mp/lptmOSyzUBWuL0HcUb4QPW7icXt6tSsNcMErV4ODIOk1KW0aD3/sacvpSe5qek1w==, accessed 7/8/2011; SEC, “10-Q American International Group,”
10/29/2010, www.sec.gov/Archives/edgar/data/5272/000104746910009269/a2200724z10-q.htm, accessed 7/8/2011; AIG, “AIG
Raises Nearly $37 Billion In Two Transactions To Repay Government,” 11/1/2010, ir.aigcorporate.com/External.File?t=2&item=g7rqB
LVLuv81UAmrh20Mp/lptmOSyzUBWuL0HcUb4QPW7icXt6tSsNcMErV4ODIOk1KW0aD3/sacvpSe5qek1w==, accessed 7/8/2011; AIG,
“AIG Enters Into Agreement To Sell Nan Shan To Taiwan-Based Consortium Led By The Ruentex Group,” 1/12/2011, ir.aigcorporate.
com/External.File?t=2&item=g7rqBLVLuv81UAmrh20Mp2GDwAh4Ju2qNKZiaQ+LC4eLA/wD8wJ898T+OGLtuOD53u0EV2e/b6wq8HGwkVuaVQ==, accessed 7/8/2011; SEC, “10-K American International Group,” 2/24/2011; AIG, “13G,” 3/08/2011, www.sec.gov/
Archives/edgar/data/5272/000095012311023024/y90152sc13gza.htm, accessed 7/8/2011.
AIG Recapitalization Plan
On January 14, 2011, AIG completed its Recapitalization Plan as outlined in a
Master Transaction Agreement dated December 8, 2010. The Recapitalization Plan
was based on a plan originally announced on September 30, 2010.453 AIG executed
the Recapitalization Plan with Treasury, FRBNY, the AIG Credit Facility Trust
(“AIG Trust”) (the entity in which FRBNY placed the management of the 79.8%
equity interest in AIG that was issued as a condition of the FRBNY credit facility), ALICO SPV, and AIA SPV to recapitalize itself, with the intent to repay the
Government’s loans and investments in AIG.454
Execution of the Recapitalization Plan entailed three main steps. First, AIG
terminated its revolving credit facility with FRBNY by repaying the $20.7 billion
balance in full using a portion of the cash proceeds from the AIA IPO and the sale
of ALICO.455
Second, the remaining amount of FRBNY’s holdings in the AIA and ALICO
SPVs, $6.1 billion, was redeemed by AIG with cash proceeds from the AIA Group
Limited IPO and the ALICO sale.456 AIG then drew $20.3 billion of the remaining
funds available under the TARP Series F equity capital facility (which had $22.3
quarterly report to congress I July 28, 2011
billion still available as of December 31, 2010) to repurchase an equivalent amount
of FRBNY’s preferred interests in the AIA and ALICO SPVs, and then transferred
those interests to Treasury.457 The remaining available TARP funds, approximately
$2 billion, were used to create a Series G preferred equity capital facility, which was
terminated this quarter.458
Treasury’s preferred SPV interests are secured by the following:459
• AIG’s remaining shares in AIA Group Limited post-IPO (approximately 33% of
AIA Group Limited’s outstanding shares)
• AIG’s equity and residual interests in Maiden Lane II and III
• the proceeds of the sale of Nan Shan
• AIG’s ownership interest in International Lease Finance Corporation (“ILFC”)
On February 14, 2011, AIG used part of the proceeds from the sales of Star and
Edison to repay $2.2 billion of Treasury’s preferred interests in the AIA and ALICO
SPVs.460 AIG also used $6.6 billion from the March 8, 2011, sale of its equity interests in MetLife and $300.0 million held in an expense reserve related to the sale of
ALICO to MetLife to completely repay Treasury’s preferred interest in the ALICO
SPV and to reduce Treasury’s preferred interests in the AIA SPV.461 The remaining
$3 billion from the sale was placed in an escrow that will be released to Treasury
over a 30-month period.462
According to Treasury, the outstanding balance of Treasury’s preferred interest
in the AIA SPV as of June 30, 2011, was $11.5 billion.463 AIG expects to continue
to repay Treasury for its preferred interest in the AIA SPV through proceeds from
future asset sales.464 If the proceeds from the sales of all the remaining assets securing the SPVs are insufficient to fully redeem Treasury’s interest in the AIA SPV,
Treasury will recognize a loss in the amount of the shortfall.
In the third and final step of the Recapitalization Plan, AIG extinguished all prior outstanding preferred shares held by the Government, made up of $40.0 billion
of Series E preferred shares, $1.6 billion in unpaid Series D dividends, and $7.5
billion drawn from the Series F equity capital facility. In exchange, it issued 1.655
billion shares of common stock (which included 563 million shares held by the
AIG Trust for the benefit of Treasury), representing 92.1% of the common stock
of AIG.465 The AIG Trust was then terminated. To its existing non-Government
common shareholders, AIG issued 10-year warrants to purchase up to a cumulative
total of 75 million shares of common stock at a strike price of approximately $45
per share.466
Treasury’s Rights under the Exchange Plan
As part of the exchange, AIG entered into an agreement with Treasury that grants
Treasury registration rights with respect to the shares of AIG common stock. Under
For a more detailed description of
the AIG Recapitalization Plan, see
SIGTARP’s January 2011 Quarterly
Report to Congress, pages 135–139.
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the rights agreement, until Treasury’s ownership of AIG’s voting securities falls
below 33%, AIG will have to obtain Treasury’s consent to the terms, conditions, and
pricing of any equity offering, including any primary offering by AIG. Additionally,
AIG is required to pay Treasury’s expenses for the registration of shares and underwriting fees, up to 1% of the amount offered by Treasury.467
With respect to Treasury’s preferred interests in the AIA SPV, should Treasury
hold any preferred interests after May 1, 2013, it will have the right to compel the
sale of all or a portion of one or more of the entities that secure the SPV.468
Sale of AIG Common Stock
On May 27, 2011, Treasury sold 200 million shares of AIG common stock for
$29.00 per share ($0.28 above Treasury’s prior break-even price of $28.72).469 The
total proceeds to Treasury from the sale were $5.8 billion. In addition, the Series G
equity capital facility was terminated, pursuant to the terms of the Recapitalization
Plan, and AIG cancelled all Series G preferred stock.470 As of June 30, 2011,
Treasury owns 1.455 billion shares of AIG’s common stock, representing an ownership stake of 77%.471
Recent AIG Credit Developments
On March 31, 2011, ILFC, AIG’s aircraft leasing subsidiary, announced that a
group of 15 banks had made a commitment for a $1.3 billion secured term loan;
the company can borrow an additional $200.0 million under the facility if more
banks participate. According to ILFC, proceeds from the loan will prepay existing
bank facilities that were scheduled to mature in October 2011 and 2012. ILFC will
draw down the new term loan over the next year, with final maturity scheduled for
2018.472
On April 21, 2011, ILFC increased this secured term loan for a total commitment of $1.5 billion with the addition of Kreditanstalt für Wiederaufbau
Bankengruppe (“KfW IPEX-Bank GmbH”), German government-owned development bank, to the group of banks pooling into the loan. The facility will be funded
over the next 12 months and will mature in 2018. The proceeds will be used primarily to prepay existing unsecured and secured loans that would otherwise mature
in October 2011 and 2012.473
quarterly report to congress I July 28, 2011
Targeted Investment Program and Asset Guarantee Program
Treasury invested a total of $40 billion in two financial institutions, Citigroup Inc.
(“Citigroup”) and Bank of America Corp. (“Bank of America”), through the
Targeted Investment Program (“TIP”). Treasury invested $20 billion in Citigroup
on December 31, 2008, and $20 billion in Bank of America on January 16, 2009,
in return for preferred shares paying quarterly dividends at an annual rate of 8%
and warrants from each institution.474 According to Treasury, TIP’s goal was to
“strengthen the economy and protect American jobs, savings, and retirement security [where] the loss of confidence in a financial institution could result in significant market disruptions that threaten the financial strength of similarly situated
financial institutions.”475 Both banks repaid TIP in December 2009.476 On March
3, 2010, Treasury auctioned the Bank of America warrants it received under TIP
for $1.26 billion.477 On January 25, 2011, Treasury auctioned the Citigroup warrants it had received under TIP for $190.4 million.478
Under the Asset Guarantee Program (“AGP”), Treasury, the Federal Deposit
Insurance Corporation (“FDIC”), the Federal Reserve, and Citigroup agreed to
provide loss protection on a pool of Citigroup assets valued at approximately $301
billion. In return, as a premium, the Government received warrants to purchase
Citigroup common stock and $7 billion in preferred stock. The preferred stock was
subsequently exchanged for trust preferred securities (“TRUPS”).479
Treasury received $4 billion of the TRUPS and the FDIC received $3 billion.480 Although Treasury’s asset guarantee was not a direct cash investment, it
exposed taxpayers to a potential TARP loss of $5 billion. On December 23, 2009,
in connection with Citigroup’s TIP repayment, Citigroup and Treasury terminated
the AGP agreement. Although at the time of termination the asset pool suffered
a $10.2 billion loss, this number was below the agreed-upon deductible and the
Government suffered no loss.481
Treasury agreed to cancel $1.8 billion of the TRUPS issued by Citigroup,
reducing the premium it received from $4.0 billion to $2.2 billion, in exchange for
the early termination of the loss protection. The FDIC retained all of its $3 billion
in securities.482 Under the termination agreement, however, the FDIC will transfer
up to $800 million of those securities to Treasury if Citigroup’s participation in the
FDIC’s Temporary Liquidity Guarantee Program closes without a loss.483
On September 29, 2010, Treasury entered into an agreement with Citigroup
to exchange the entire $2.2 billion in Citigroup TRUPS that it held under AGP for
new TRUPS. Because the interest rate necessary to receive par value was below
the interest rate paid by Citigroup to Treasury, Citigroup increased the principal
amount of the securities sold by Treasury by an additional $12.0 million, thereby
enabling Treasury to receive an additional $12.0 million in proceeds from the $2.2
billion sale of the Citigroup TRUPS, which occurred on September 30, 2010.484
On January 25, 2011, Treasury auctioned the Citigroup warrants it had received
under AGP for $67.2 million.485 According to Treasury, it has realized a gain of approximately $12.3 billion over the course of Citigroup’s participation in AGP, TIP,
and CPP, including dividends, other income, and warrant sales.486
Trust Preferred Securities (“TRUPS”):
Securities that have both equity and
debt characteristics created by establishing a trust and issuing debt to it.
For a discussion of the basis of the
decision to provide Federal assistance to
Citigroup, see SIGTARP’s audit report,
“Extraordinary Financial Assistance
Provided to Citigroup Inc.” dated
January 13, 2011.
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Bank of America announced a similar asset guarantee agreement with respect
to approximately $118 billion in Bank of America assets, but the final agreement
was never executed. Bank of America paid $425 million to the Government as a
termination fee.487 Of this $425 million, $276 million was paid to Treasury, $92
million was paid to the FDIC, and $57 million was paid to the Federal Reserve.488
quarterly report to congress I July 28, 2011
ASSET SUPPORT PROGRAMS
Three TARP programs have focused on supporting markets for specific asset classes: the Term Asset-Backed Securities Loan Facility (“TALF”), the Public-Private
Investment Program (“PPIP”), and the Unlocking Credit for Small Businesses
(“UCSB”) program.
As initially announced, TALF was designed to support asset-backed securities
(“ABS”) transactions by providing investors up to $200 billion in non-recourse
loans through the Federal Reserve Bank of New York (“FRBNY”) to purchase nonmortgage-backed ABS and commercial mortgage-backed securities (“CMBS”). The
program was supported by up to $20 billion in TARP funds to be used if borrowers
surrendered the ABS purchased through the program and walked away from their
loans. The TARP obligation was subsequently reduced to $4.3 billion.489 TALF ultimately provided $71.1 billion in Federal Reserve financing by the time the program
closed to new loans.490 Of that amount, as of June 30, 2011, $12.7 billion remains
outstanding.491
PPIP uses a combination of private equity, Government equity, and
Government debt through TARP to facilitate purchases of legacy mortgage-backed
securities (“MBS”) held by financial institutions. In July 2009, Treasury announced
the selection of nine Public-Private Investment Fund (“PPIF”) managers and a
total potential commitment of $30 billion in TARP funds.492 The actual funding
of that commitment depended on how much private capital the PPIF managers
raised. After the fund-raising period was completed, Treasury’s PPIP obligation was
capped at $22.4 billion.493 The PPIF managers are currently purchasing investments and managing their portfolios.
Through the UCSB loan support initiative, Treasury launched a program to
purchase SBA 7(a) securities, which are securitized small-business loans. Treasury
originally committed $15 billion to the program; the commitment was subsequently
lowered several times. By the time the program closed, it had made a total of approximately $368.1 million in purchases.494 Treasury has sold some of these securities leaving $216.6 million remaining.495
Non-Recourse Loan: Secured loan in
which the borrower is relieved of the
obligation to repay the loan upon
surrendering the collateral.
TALF
TALF, which was announced in November 2008, issued loans collateralized by
eligible ABS.496 According to FRBNY, “The ABS markets historically have funded a
substantial share of credit to consumers and businesses,” and TALF was “designed
to increase credit availability and support economic activity by facilitating renewed
issuance of consumer and business ABS.”497 The program was extended to eligible
newly issued CMBS in June 2009 and to eligible legacy CMBS in July 2009.498
TALF closed to new lending in June 2010.499
TALF is divided into two parts:500
• a lending program, TALF, that originated non-recourse loans to eligible borrowers using eligible ABS and CMBS as collateral
Collateral: Asset pledged by a borrower to a lender until a loan is repaid.
Generally, if the borrower defaults on
the loan, the lender gains ownership
of the pledged asset and may sell it to
satisfy the debt. In TALF, the ABS or
CMBS purchased with the TALF loan
is the collateral that is posted with
FRBNY.
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• an asset disposition facility, TALF LLC, that purchases the collateral from
FRBNY if borrowers choose to surrender it and walk away from their loans or if
the collateral is seized in the event of default
TALF, which was managed and substantially funded by FRBNY, closed its
lending program in 2010. The asset disposition facility, TALF LLC, is managed
by FRBNY and remains in operation.501 TALF LLC charges FRBNY a fee for the
commitment to purchase any collateral surrendered by the borrowers. TALF LLC’s
funding comes first from that fee, which is derived from the principal balance of
each outstanding TALF program loan.502 In the event that such funding proves
insufficient, funding would then come from TARP, which is obligated to lend up to
the authorized limit in subordinated debt from TALF LLC.503 TARP’s original TALF
obligation was $20 billion, to support up to $200 billion in TALF loans. However,
when TALF’s lending phase ended in June 2010 with $42.5 billion in loans outstanding, Treasury and the Federal Reserve agreed to reduce the TARP obligation
to $4.3 billion.504 The TARP money is available for TALF LLC to use to purchase
surrendered assets from FRBNY and may offset losses associated with disposing
of the surrendered assets. As of June 30, 2011, $12.7 billion in TALF loans were
outstanding.505 No TALF borrowers have surrendered collateral in lieu of repayment and consequently no collateral has been purchased by TALF LLC since its
inception.506
Synthetic ABS: Security deriving its
value and cash flow from sources other
than conventional debt, equities, or
commodities — for example, credit
derivatives.
Nationally Recognized Statistical Rating
Organization (“NRSRO”): Credit rating
agency registered with the SEC. Credit
rating agencies provide their opinion of
the creditworthiness of companies and
the financial obligations issued by companies. The ratings distinguish between
investment grade and non–investment
grade equity and debt obligations.
Lending Program
TALF’s lending program made secured loans to eligible borrowers.507 The loans
were issued with terms of three or five years and were available for non-mortgagebacked ABS, newly issued CMBS, and legacy CMBS.508
To be eligible for TALF, the non-mortgage-backed ABS had to meet certain
criteria, including the following:509
• be U.S.-dollar-denominated cash (not synthetic ABS)
• bear short-term and long-term credit ratings of the highest investment grade
(i.e., AAA) from two or more major nationally recognized statistical rating organizations (“NRSROs”) identified by FRBNY as eligible to rate non-mortgagebacked ABS collateral for TALF loans
• not bear a long-term credit rating less than the highest rating by a major
NRSRO
• have all or substantially all of the underlying loans originate in the United States
• have any one of the following types of underlying loans: automobile, student,
credit card, equipment, dealer floor plan, insurance premium finance, small business with principal and interest fully guaranteed by SBA, or receivables related to
residential mortgage servicing advances (“servicing advance receivables”)
quarterly report to congress I July 28, 2011
• not have collateral backed by loans originated or securitized by the TALF borrower or one of its affiliates
To qualify as TALF collateral, newly issued CMBS and legacy CMBS had to meet
numerous requirements, some of which were the same for both CMBS types:510
• evidence an interest in a trust fund that consists of fully funded mortgage loans
and not other CMBS, other securities or interest rate swap or cap instruments
or other hedging instruments
• possess a credit rating of the highest long-term investment grade from at least
two rating agencies identified by FRBNY as eligible to rate CMBS collateral for
TALF loans, and not possess a credit rating below the highest investment grade
from any of those rating agencies
• offer principal and interest payments
• have been issued by any institution other than a Government-sponsored enterprise (“GSE”) or an agency or instrumentality of the U.S. Government
• include a mortgage or similar instrument on a fee or lease-hold interest in one
or more income-generating commercial properties
Some differences existed between requirements for eligible newly issued CMBS
and eligible legacy CMBS. Newly issued CMBS had to meet the following additional requirements:511
• be issued on or after January 1, 2009
• evidence first-priority mortgage loans that were current in payment at the time
of securitization
• not be junior to other securities with claims on the same pool of loans
• have 95% or more of the dollar amount of the underlying credit exposures originated by a U.S.-organized entity or a U.S. branch or agency of a foreign bank
• have each property located in the United States or its territories
Legacy CMBS had to meet the following additional requirements:512
• be issued before January 1, 2009
• not have been junior to other securities with claims on the same pool of loans at
the time the CMBS was issued
• have 95% or more of the underlying properties, in terms of the related loan
principal balance, located in the United States or its territories
The final maturity date of loans in the TALF portfolio is March 30,
2015.513 TALF loans are non-recourse (unless the borrower has made any
For a discussion of the credit rating
agency industry and an analysis of the
impact of NRSROs on TARP and the
overall financial market, see SIGTARP’s
October 2009 Quarterly Report, pages
113–148.
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misrepresentations or breaches warranties or covenants), which means that
FRBNY cannot hold the borrower liable for any losses beyond the surrender of any
assets pledged as collateral.514
Loan Terms
TALF Agent: Financial institution that
is party to the TALF Master Loan and
Security Agreement and that occasionally acts as an agent for the borrower.
TALF agents include primary and nonprimary broker-dealers.
Haircut: Difference between the value
of the collateral and the value of the
loan (the loan value is less than the
collateral value).
Skin in the Game: Equity stake in an
investment; down payment; the amount
an investor can lose.
Custodian Bank: Bank holding the
collateral and managing accounts for
FRBNY; for TALF the custodian is Bank
of New York Mellon.
TALF participants were required to use a TALF agent to apply for a TALF loan.515
After the collateral (the particular asset-backed security financed by the TALF loan)
was deemed eligible by FRBNY, the collateral was assigned a haircut. A haircut,
which represents the amount of money put up by the borrower (the borrower’s
“skin in the game”), was required for each TALF loan.516 Haircuts for non-mortgage-backed ABS varied based on the riskiness and maturity of the collateral, and
generally ranged between 5% and 16% for non-mortgage-backed ABS with average
lives of five years or less.517 The haircut for legacy and newly issued CMBS was
generally 15% but increased above that amount if the average life of the CMBS was
greater than five years.518
FRBNY lent each borrower the amount of the market price of the pledged collateral minus the haircut, subject to certain limitations.519 The borrower delivered
the collateral to the custodian bank, which collects payments generated by the
collateral and distributes them to FRBNY (representing the borrower’s payment of
interest on the TALF loan).520 Any excess payments from the collateral above the
interest due and payable to FRBNY on the loan go to the TALF borrower.521
Because the loans are non-recourse, the risk for any borrower is limited to the
haircut and any additional principal that may be paid down on the TALF loan. If
the securities pledged as collateral are worth less than the loan balance when the
loan is due, the borrower would likely surrender the collateral rather than pay the
loan balance. The Government would then be at risk for potential losses equal to
the difference between the loan balance and the value of the collateral.522
TALF Loan Subscriptions
The final TALF loans collateralized by non-mortgage-backed ABS were settled on
March 11, 2010.523 TALF provided $59 billion of loans to purchase non-mortgagebacked ABS during the lending phase of the program. Of all such loans settled,
$9.9 billion was outstanding as of June 30, 2011.524 Table 2.29 lists all settled
TALF loans collateralized by non-mortgage-backed ABS, by ABS sector.
quarterly report to congress I July 28, 2011
Table 2.29
TALF Loans Settled by ABS Sector
(Non-mortgage-backed Collateral)
ABS Sector
Auto Loans
Credit Card Receivables
($ Billions)
1st
Quarter
2009
2nd
Quarter
2009
3rd
Quarter
2009
4th
Quarter
2009
1st
Quarter
2010
Total
$1.9
$6.1
$4.5
$0.2
$0.1
$12.8
2.8
12.4
8.4
1.8
0.9
26.3
Equipment Loans
—
1.0
0.1
0.3
0.2
1.6
Floor Plan Loans
—
—
1.0
1.5
1.4
3.9
Premium Finance
—
0.5
0.5
—
1.0
2.0
Servicing Advance
Receivables
—
0.4
0.1
0.6
0.1
1.3
Small-Business Loans
—
0.1
0.4
0.9
0.7
2.2
Student Loans
Total
—
2.5
3.6
1.0
1.8
8.9
$4.7
$23.0
$18.7
$6.4
$6.1
$59.0
Notes: Numbers may not total due to rounding. Data as of 6/30/2011. The first subscription in the program was in March 2009;
therefore, the first quarter of 2009 represents one subscription while the remaining quarters represent three subscriptions.
Sources: FRBNY, “Term Asset-Backed Securities Loan Facility: non-CMBS,” no date, www.newyorkfed.org/markets/talf_operations.
html, accessed 7/14/2011; FRBNY, “Term Asset-Backed Securities Loan Facility: non-CMBS,” no date, www.newyorkfed.org/markets/
TALF_recent_operations.html, accessed 7/14/2011.
The final subscription for TALF CMBS loans was settled on June 28, 2010.
TALF provided $12.1 billion of loans to purchase CMBS during the lending phase
of the program; approximately 99% of the loan amount was used to purchase legacy
securities.525 Of all such loans settled, $2.8 billion was outstanding as of June 30,
2011.526 Table 2.30 includes all TALF CMBS loans that have been settled.
Table 2.30
TALF LOANS SETTLED (CMBS COLLATERAL)
($ Billions)
Type of Collateral
Assets
2nd
Quarter
2009
3rd
Quarter
2009
4th
Quarter
2009
1st
Quarter
2010
2nd
Quarter
2010
Total
Newly Issued CMBS
$—
$—
$0.1
$—
$—
$0.1
—
4.1
4.5
3.3
—
12.0
$—
$4.1
$4.6
$3.3
$—
$12.1
Legacy CMBS
Total
Notes: Numbers may not total due to rounding. Data as of 6/30/2011. The second quarter of 2009 was only for legacy CMBS, while
the second quarter of 2010 was only for newly issued CMBS.
Sources: FRBNY, “Term Asset-Backed Securities Loan Facility: CMBS,” no date, www.newyorkfed.org/markets/cmbs_operations.html,
accessed 7/14/2011; FRBNY, “Term Asset-Backed Securities Loan Facility: CMBS,” no date, www.newyorkfed.org/markets/CMBS_recent_operations.html, accessed 7/14/2011.
The Federal Reserve posted on its website detailed information on the 177
TALF borrowers, including:527
• the names of all the borrowers from TALF (some of which share a parent
company)
• each borrower’s city, state, and country
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• the name of any material investor in the borrower (defined as a 10% or greater
beneficial ownership interest in any class of security of a borrower)
• the amount of the loan
• outstanding loan amount as of September 30, 2010
• the loan date
• the loan maturity date
• the date of full repayment (if applicable)
• the date of loan assignment (if applicable)
• the loan rate (fixed or floating)
• the market value of the collateral associated with the loan at the time the loan
was extended
• the name of the issuer of the ABS collateral associated with the loan
• the collateral asset class and subclass
For the complete list of TALF borrowers,
refer to the FRBNY website: www.federalreserve.gov/newsevents/reform_talf.htm.
As of June 30, 2011, $58.4 billion in TALF loans had been repaid. According
to FRBNY, the outstanding collateral on the remaining $12.7 billion in TALF loans
was performing as expected.528
Asset Disposition Facility
When FRBNY created TALF LLC, the facility that is used to purchase collateral
received by FRBNY if TALF borrowers walk away from their loans, TARP loaned
the facility $100 million. Of this initial funding, $15.8 million was allocated to
cover administrative costs.529 TARP will continue to fund TALF LLC, as needed,
until TARP’s entire $4.3 billion obligation has been funded, all TALF loans are
retired, or the loan commitment term expires. Any additional funds, if needed, will
be provided by a loan from FRBNY that will be collateralized by the assets of TALF
LLC and will be senior to the TARP loan.530 Payments by TALF LLC from the
proceeds of its holdings will be made in the following order:531
•
•
•
•
•
•
operating expenses of TALF LLC
principal due to FRBNY and funding of FRBNY’s senior loan commitment
principal due to Treasury
interest due to FRBNY
interest due to Treasury
other secured obligations
Any remaining money will be shared by Treasury (90%) and FRBNY (10%).532
quarterly report to congress I July 28, 2011
Current Status
As of June 30, 2011, no collateral had been surrendered or purchased by TALF
LLC.533 As of the same date, TALF LLC had assets of $757 million.534 That amount
included the $100 million in initial TARP funding.535 The remainder consisted of
interest and other income and fees earned from permitted investments. From its
February 4, 2009, formation through June 30, 2011, TALF LLC had spent approximately $1.6 million on administration.536
When TALF closed for new loans in June 2010, FRBNY’s responsibilities under
the program shifted primarily to portfolio management, which includes the following duties:537
•
•
•
•
maintaining documentation
overseeing the custodian that is responsible for holding ABS collateral
calculating and collecting principal and interest on TALF loans
disbursing excess spread to TALF borrowers in accordance with the governing
documents
• monitoring the TALF portfolio
• collecting and managing collateral assets if a borrower defaults or surrenders the
collateral in lieu of repayment
• paying TALF LLC interest that borrowers pay FRBNY on TALF loans, in excess
of FRBNY’s cost of funding
Excess Spread: Funds left over after
required payments and other contractual obligations have been met. In TALF it
is the difference between the periodic
amount of interest paid out by the
collateral and the amount of interest
charged by FRBNY on the nonrecourse
loan provided to the borrower to purchase the collateral.
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Public-Private Investment Program
Legacy Securities: Real estate-related
securities originally issued before
2009 that remained on the balance
sheets of financial institutions because
of pricing difficulties that resulted from
market disruption.
Equity: Investment that represents an
ownership interest in a business.
Debt: Investment in a business that is
required to be paid back to the investor, usually with interest.
For more information on the selection of
PPIF managers, see SIGTARP’s October
7, 2010, audit report entitled “Selecting
Fund Managers for the Legacy Securities
Public-Private Investment Program.”
For more information on the withdrawal of TCW as a PPIF manager, see
SIGTARP’s January 2010 Quarterly
Report, page 88.
Pro Rata: Refers to dividing something
among a group of participants according to the proportionate share that each
participant holds as a part of the whole.
According to Treasury, the purpose of the Public-Private Investment Program
(“PPIP”) is to purchase legacy securities from financial institutions through PublicPrivate Investment Funds (“PPIFs”). PPIFs are partnerships, formed specifically
for this program, that invest in mortgage-backed securities using equity capital
from private-sector investors combined with TARP equity and debt. A private-sector
fund management firm oversees each PPIF on behalf of these investors. According
to Treasury, the aim of PPIP was to “restart the market for legacy securities, allowing banks and other financial institutions to free up capital and stimulate the
extension of new credit.”538
Treasury selected nine fund management firms to establish PPIFs. One PPIF
manager, The TCW Group, Inc. (“TCW”), subsequently withdrew. Private investors
and Treasury co-invested in the PPIFs to purchase legacy securities from financial
institutions. The fund managers raised private-sector capital. Treasury matched the
private-sector equity dollar for dollar and provided debt financing in the amount
of the total combined equity. Each PPIF manager was also required to invest at
least $20 million of its own money in the PPIF.539 Each PPIF is approximately 75%
TARP funded. PPIP was designed as an eight-year program but, under certain
circumstances, Treasury can terminate it early or extend it for up to two additional
years.540
The intent of the program is for the PPIFs to purchase securities from banks,
insurance companies, mutual funds, pension funds, and other eligible financial
institutions, as defined in EESA.541 Treasury, the PPIF managers, and the private
investors share PPIF profits on a pro rata basis based on their limited partnership
interests. PPIF losses are also shared on a pro rata basis, up to each participant’s
investment amount.542 In addition to its pro rata share, Treasury received warrants
in each PPIF, as mandated by EESA.543
The securities eligible for purchase by PPIFs (“eligible assets”) are supported by
real estate-related loans, including non-agency residential mortgage-backed securities (“non-agency RMBS”) and commercial mortgage-backed securities (“CMBS”)
that meet the following criteria:544
Limited Partnership: Partnership in which
there is at least one partner whose liability
is limited to the amount invested (limited
partner) and at least one partner whose
liability extends beyond monetary investment (general partner).
Non-Agency Residential Mortgage-Backed
Securities (“non-agency RMBS”): Financial
instrument backed by a group of residential real estate mortgages (i.e., home
mortgages for residences with up to four
dwelling units) not guaranteed or owned
by a Government-sponsored enterprise
(“GSE”) (Fannie Mae or Freddie Mac), or a
Government Agency.
quarterly report to congress I July 28, 2011
• issued before January 1, 2009 (legacy)
• rated when issued AAA or equivalent by two or more credit rating agencies designated as nationally recognized statistical rating organizations (“NRSROs”)
• secured directly by actual mortgages, leases, or other assets, not other securities
(other than certain swap positions, as determined by Treasury)
• located primarily in the United States (the loans and other assets that secure the
non-agency RMBS and CMBS)
• purchased from financial institutions that are eligible for TARP participation
Legacy Securities Program Process
The following steps describe the process by which funds participate in the Legacy
Securities Program:545
1. Fund managers applied to Treasury to participate in the program.
2. Pre-qualified fund managers raised the necessary private capital for the PPIFs.
3. Treasury matched the capital raised, dollar for dollar, up to a preset maximum.
Treasury also received warrants so that it could benefit further if the PPIFs turn
a profit.
4. Fund managers may borrow additional funds from Treasury up to 100% of the
total equity investment (including the amount invested by Treasury).
5. Each fund manager purchases and manages the legacy securities and provides
monthly reports to its investors, including Treasury.
Obligated funds are not given immediately to PPIF managers. Instead, PPIF
managers send a notice to Treasury and the private investors requesting portions of
obligated contributions in order to purchase specific investments or to pay certain
expenses and debts of the partnerships.546 When the funds are delivered, the PPIF
is said to have “drawn down” on the obligation.547
PPIF Purchasing Power
During the capital-raising period, the eight PPIP fund managers raised $7.4 billion
of private-sector equity capital, which Treasury matched with a dollar-for-dollar
obligation for a total of $14.7 billion in equity capital. Treasury also obligated $14.7
billion of debt financing, resulting in $29.4 billion of PPIF purchasing power. As of
June 30, 2011, the current PPIFs have drawn down a total of approximately $22.2
billion, of which $0.8 billion was repaid by three PPIP managers. The $22.2 billion
($5.6 billion from private-sector equity capital and $16.6 billion from TARP funding ($5.6 billion in equity and $11.1 billion in debt)) was used to purchase PPIPeligible assets.548 The assets purchased have been valued according to a process
administered by Bank of New York Mellon, operating as valuation agent, at $21.3
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special inspector general I troubled asset relief program
billion as of June 30, 2011.549 Treasury has disbursed a total of $17 billion for PPIP,
$16.6 billion for the eight active PPIFs, and $356.3 million for TCW.550
The fund-raising stage for PPIFs is now complete. PPIF managers had six months
from the closing date of their first private-sector fund raising to raise additional private-sector equity.551 Although Treasury initially pledged up to $30 billion for PPIP,
the fund managers did not raise enough private-sector capital for Treasury’s combination of matching funds and debt financing to reach that amount. Treasury’s total
obligation is now limited to $22.4 billion, which includes $22.1 billion for active
PPIFs, and $356.3 million disbursed to TCW, which TCW repaid.552
Notwithstanding the expiration of TARP’s purchasing authority on October 3,
2010, each active PPIF manager has up to three years from closing its first privatesector equity contribution (the investment period) to draw upon the TARP funds
obligated for the PPIF.553 The last of the three-year investment periods expires in
December 2012. Table 2.31 shows all equity and debt obligated for active PPIFs
under the program.
Table 2.31
PUBLIC-PRIVATE INVESTMENT PROGRAM, AS OF 6/30/2011
($ Billions)
Private-Sector
Equity Capital
AG GECC PPIF Master Fund, L.P.
Treasury
Equity
Treasury
Debt
Total
Purchasing
Power
$1.2
$1.2
$2.5
$5.0
AllianceBernstein Legacy
Securities Master Fund, L.P.
1.2
1.2
2.3
4.6
BlackRock PPIF, L.P.
0.7
0.7
1.4
2.8
Invesco Legacy Securities Master
Fund, L.P.
0.9
0.9
1.7
3.4
Marathon Legacy Securities PublicPrivate Investment Partnership, L.P.
0.5
0.5
0.9
1.9
Oaktree PPIP Fund, Inc.
1.2
1.2
2.3
4.6
RLJ Western Asset Public/Private
Master Fund, L.P.
0.6
0.6
1.2
2.5
Wellington Management Legacy
Securities PPIF Master Fund, LP
1.1
1.1
2.3
4.6
$7.4
$7.4
$14.7
$29.4a
Current Totals
Notes: Numbers affected by rounding.
a
Treasury initially obligated $0.4 billion to TCW. The $0.4 billion was paid to TCW, and TCW subsequently repaid the funds that were
invested in its PPIF. As this PPIF has closed, the amount is not included in the total purchasing power.
Source: PPIF Monthly Performance Reports submitted by each PPIF manager, June 2011, received 7/15/2011.
Key Person: Individual recognized as
being important to the ongoing operation and investment decisions of an
investment fund.
Departure of RLJ Western Asset Management Company (“RLJ”)
Key Person
Jeffery Katz, portfolio manager in RLJ’s structured products group, resigned from
RLJ effective June 9, 2011.554 Mr. Katz is listed as a key person in Western’s PPIF
Agreement with Treasury. Under the specific terms of the agreement, Treasury can
quarterly report to congress I July 28, 2011
freeze RLJ’s PPIF if a specified number of key persons cease to be actively involved
in the PPIP or in RLJ’s fixed income business.555
Fund Performance
Each PPIF’s performance — its gross and net returns since inception — as reported by PPIF managers, is listed in Table 2.32. The returns are calculated based
on a methodology requested by Treasury. Each PPIF has three years to buy legacy
securities on behalf of its private and Government investors. The program strives to
maintain “predominantly a long-term buy and hold strategy.”556
The data in Table 2.32 constitutes a snapshot of the funds’ performance during
the quarter ended June 30, 2011, and may not predict the funds’ performance over
the long term. According to some PPIF managers, it would be premature to draw
any long-term conclusions because, among other reasons, some managers have not
fully executed their investment strategies or fully drawn down Treasury’s capital or
debt obligations.
Table 2.32
PPIF INVESTMENT STATUS, AS OF 6/30/2011
1-Month
Return
(percent)a
Manager
AG GECC PPIF Master
Fund, L.P.
3-Month
Return
(percent)a
Cumulative
Since
Inception
(percent)a
Net Internal Rate
of Return Since
Inception
(percent)b
Gross
(4.36)
(5.16)
67.85
32.76
Net
(4.39)
(5.23)
65.36
32.19
Gross
AllianceBernstein Legacy
Securities Master Fund, L.P. Net
(3.63)
(4.42)
37.17
23.04
(3.79)
(4.80)
33.43
21.36
Gross
(4.60)
(5.84)
43.06
22.00
Net
(4.77)
(6.21)
39.93
20.43
Invesco Legacy Securities
Master Fund, L.P.
Gross
(2.31)
(3.48)
40.48
25.83
Net
(2.50)
(3.95)
36.27
24.13
Marathon Legacy Securities
Public-Private Investment
Partnership, L.P.
Gross
(3.97)
(6.40)
38.82
20.28
Net
(4.12)
(6.76)
34.34
18.61
0.02
(0.76)
33.46
22.44
Net
(0.18)
(1.45)
25.41
19.06
RLJ Western Asset Public/
Private Master Fund, L.P.
Gross
(2.67)
(3.44)
42.48
24.96
Net
(2.81)
(3.78)
39.58
23.47
Wellington Management
Legacy Securities PPIF
Master Fund, LP
Gross
(4.91)
(7.80)
21.95
9.83
Net
(5.09)
(8.20)
19.08
8.33
BlackRock PPIF, L.P.
Oaktree PPIP Fund, Inc.
Gross
Notes: The performance indicators are listed as reported by the PPIF managers without further analysis by SIGTARP. The net returns
include the deduction of management fees and partnership expenses attributable to Treasury.
a
Time-weighted, geometrically linked returns.
b
Dollar-weighted rate of return.
Source: PPIF Monthly Performance Reports submitted by each PPIF manager, June 2011, received 7/15/2011.
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special inspector general I troubled asset relief program
Figure 2.3
AGGREGATE COMPOSITION OF PPIF
PURCHASES, AS OF 6/30/2011
Percentage of $21.3 Billion
CMBS
21%
79%
RMBS
Notes: Numbers affected by rounding. Calculated based on
monthly data supplied by the PPIF managers.
Source: PPIF Monthly Performance Reports, June 2011.
Figure 2.4
AGGREGATE CMBS PURCHASES BY
SECTOR, AS OF 6/30/2011
Percentage of $4.4 Billion
Other
11%
Lodging/
Hotel
15%
30%
Industrial 5%
Multi-family
14%
According to their agreements with Treasury, PPIF managers may trade in both
RMBS and CMBS, except for Oaktree PPIP Fund, Inc., which may purchase
only CMBS.557 Figure 2.3 shows the collective value of securities purchased by all
PPIFs as of June 30, 2011, broken down by RMBS and CMBS.
PPIF investments can be classified by underlying asset type. All non-agency
RMBS investments are considered residential. The underlying assets are mortgages
for residences with up to four dwelling units. For CMBS, the assets are commercial real estate mortgages: office, retail, multi-family, hotel, industrial (such
as warehouses), mobile home parks, mixed-use (combination of commercial and/
or residential uses), and self-storage. Figure 2.4 breaks down CMBS investment
distribution by sector. The aggregate CMBS portfolio had large concentrations in
office (30%) and retail (25%) loans as of June 30, 2011.
Non-agency RMBS and CMBS can be classified by the degree of estimated
default risk (sometimes referred to as “quality”). Investors are most concerned
about whether borrowers will default and the underlying collateral will be sold at a
loss. Estimated risk, or quality, attempts to measure the likelihood of that outcome.
There are no universal standards for ranking mortgage quality, and the designations
vary depending on context. In general, the highest-quality rankings are granted to
mortgages that have the strictest requirements regarding borrower credit, completeness of documentation, and underwriting standards. Treasury characterizes
these investment-quality levels of risk for the types of mortgage loans that support
non-agency RMBS as follows:558
25%
Retail
Notes: Numbers affected by rounding. Calculated based on
monthly data supplied by the PPIF managers.
Source: PPIF Monthly Performance Reports, June 2011.
• Prime — mortgage loan made to a borrower with good credit that generally
meets the lender’s strictest underwriting criteria. Non-agency prime loans generally exceed the dollar amount eligible for purchase by GSEs (jumbo loans) but
may include lower-balance loans as well.
• Alt-A — mortgage loan made to a borrower with good credit but with limited
documentation or other characteristics that do not meet the standards for prime
loans. An Alt-A loan may have a borrower with a lower credit rating, a higher
loan-to-value ratio, or limited or no documentation, compared with a prime
loan.
• Subprime — mortgage loan made to a borrower with a poor credit rating.
• Option Adjustable Rate Mortgage (“Option ARM”) — mortgage loan that
gives the borrower a set of choices about how much interest and principal to
pay each month. This may result in negative amortization (an increasing loan
principal balance over time).
• Other (RMBS) — RMBS that do not meet the definitions for prime, Alt-A,
subprime, or option ARM but meet the definition of “eligible assets” above.
quarterly report to congress I July 28, 2011
Treasury characterizes CMBS according to the degree of “credit enhancement”
supporting them:559
• Super Senior — most senior originally rated AAA bonds in a CMBS securitization with the highest level of credit enhancement. Credit enhancement refers to
the percentage of the underlying mortgage pool by balance that must be written
down before the bond suffers any losses. Super senior bonds often compose
approximately 70% of a securitization and, therefore, have approximately 30%
credit enhancement at issuance.
• AM (Mezzanine) — mezzanine-level originally rated AAA bond. Creditors
receive interest and principal payments after super senior creditors but before
junior creditors.560 AM bonds often compose approximately 10% of a CMBS
securitization.
• AJ (Junior) — the most junior bond in a CMBS securitization that attained a
AAA rating at issuance.
• Other (CMBS) — CMBS that do not meet the definitions for super senior,
AM, or AJ but meet the definition of “eligible assets” above.
Figure 2.5 and Figure 2.6 show the distribution of non-agency RMBS and
CMBS investments held in PPIP by respective risk levels, as reported by PPIF
managers.
Figure 2.5
Figure 2.6
AGGREGATE RMBS PURCHASES BY
QUALITY, AS OF 6/30/2011
AGGREGATE CMBS PURCHASES BY
QUALITY, AS OF 6/30/2011
Percentage of $16.8 Billion
Percentage of $4.4 Billion
Other RMBSa 0%
Option ARM
Subprime
12%
Other
(CMBS)
8%
Super Senior
17%
11%
33% Prime
AJ (Junior)
Alt-A
32%
40%
AM (Mezzanine)
47%
Notes: Numbers affected by rounding. Calculated based on
monthly data supplied by the PPIF managers.
The actual percentage for “Other RMBS” is 0.20%.
a
Source: PPIF Monthly Performance Reports, June 2011.
Notes: Numbers affected by rounding. Calculated based on
monthly data supplied by the PPIF managers.
Source: PPIF Monthly Performance Reports, June 2011.
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special inspector general I troubled asset relief program
Non-agency RMBS and CMBS can be classified geographically, according to
the states where the underlying mortgages are held. Figure 2.7 and Figure 2.8
show the states with the greatest representation in the underlying non-agency
RMBS and CMBS investments in PPIFs, as reported by PPIF managers.
Figure 2.7
Figure 2.8
AGGREGATE GEOGRAPHICAL
DISTRIBUTION — PERCENT OF
TOTAL RMBS, AS OF 6/30/2011
AGGREGATE GEOGRAPHICAL
DISTRIBUTION — PERCENT OF
TOTAL CMBS, AS OF 6/30/2011
40%
44%
15%
15%
30
10
11%
20
9%
8%
5
10
9%
0
CA
FL
6%
NY
3%
VA
0
CA
NY
FL
TX
Notes: Only states with the largest representation shown.
Calculated based on monthly data supplied by PPIF managers.
Notes: Only states with largest representation shown. Calculated
based on monthly data supplied by the PPIF managers.
Source: PPIF Monthly Performance Reports, June 2011.
Source: PPIF Monthly Performance Reports, June 2011.
Non-agency RMBS and CMBS can also be classified by the delinquency of
the underlying mortgages. Figure 2.9 and Figure 2.10 show the distribution of
non-agency RMBS and CMBS investments held in PPIP by delinquency levels, as
reported by PPIF managers.
Figure 2.9
Figure 2.10
AGGREGATE AVERAGE RMBS
DELINQUENCIES BY MARKET VALUE,
AS OF 6/30/2011
AGGREGATE AVERAGE CMBS
DELINQUENCIES BY MARKET VALUE,
AS OF 6/30/2011
Percentage of $16.8 Billion
60+ Days
(FCL/REO included)a
1% 30 − 59 Days
3%
60+ Days
10%
28%
30 − 59
Days
Percentage of $4.4 Billion
69%
Current
89%
Current
Notes: Numbers affected by rounding. Calculated based on
monthly data supplied by the PPIF managers.
Notes: Numbers affected by rounding. Calculated based on
monthly data supplied by the PPIF managers.
Source: PPIF Monthly Performance Reports, June 2011.
Source: PPIF Monthly Performance Reports, June 2011.
a
“REO” means Real Estate Owned and “FCL” Foreclosure.
quarterly report to congress I July 28, 2011
Unlocking Credit for Small Businesses (“UCSB”)/Small
Business Administration (“SBA”) Loan Support Initiative
On March 16, 2009, Treasury announced the Unlocking Credit for Small
Businesses (“UCSB”) program, designed to encourage banks to increase lending to small businesses. Treasury stated that, through UCSB, it would purchase
up to $15 billion in securities backed by pools of loans from two Small Business
Administration (“SBA”) programs: the 7(a) Loan Program and the 504 Community
Development Loan Program.561 Treasury never purchased any 504 Community
Development Loan-backed securities through UCSB.562 Treasury later lowered the
amount available to purchase securities under UCSB to $400 million.563
Treasury initiated the 7(a) portion of the program and signed contracts with
two pool assemblers, Coastal Securities, Inc. (“Coastal Securities”), and Shay
Financial Services, Inc. (“Shay Financial”), on March 2, 2010, and August 27,
2010, respectively.564 Under the governing agreement, EARNEST Partners, on behalf of Treasury, purchased SBA pool certificates from Coastal Securities and Shay
Financial without confirming to the counterparties that Treasury was the buyer.565
From March 19, 2010, to September 28, 2010, Treasury purchased 31 floatingrate 7(a) securities from Coastal Securities and Shay Financial for a total of approximately $368.1 million.566
On June 2, 2011, Treasury announced its intention to sell the SBA 7(a) securities portfolio over time using a competitive sales process through its financial agent,
EARNEST Partners.567
According to Treasury, there will be no fixed timeframe for the sales; the timing
and pace of the sales will be subject to market conditions.568 As of June 30, 2011,
Treasury had completed sales of a total of 12 SBA 7(a) securities, for total proceeds
of $151.5 million.569 As of June 30, 2011, Treasury had received $20.2 million and
$9.4 million in amortizing principal and interest payments, respectively.570
Table 2.33 shows the CUSIPs, investment amounts for the securities Treasury
bought as well as the sales price and other income to Treasury.
7(a) Loan Program: SBA loan program
guaranteeing a percentage of loans for
small businesses that cannot otherwise
obtain conventional loans at reasonable
terms.
504 Community Development Loan
Program: SBA program combining
Government-guaranteed loans with
private-sector mortgages to provide
loans of up to $10 million for community development.
Pool Assemblers: Firms authorized to
create and market pools of SBA- guaranteed loans.
SBA Pool Certificates: Ownership interest in a bond backed by SBA- guaranteed loans.
For more information on SBA 7(a) Loan
Program mechanics and TARP support
for the program, see SIGTARP’s April
2010 Quarterly Report, pages 105-106.
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special inspector general I troubled asset relief program
Table 2.33
FLOATING-RATE SBA 7(A) SECURITIES, AS OF 6/30/2011
Investment
Amounta
($ millions)
Principal,
Sale
Interest, and
Proceeds Other Proceeds
Where
Received by
Applicable
Treasury
Trade Date
CUSIP
Pool Assembler
3/19/2010
83164KYN7
Coastal Securities
$4.4
3/19/2010
83165ADC5
Coastal Securities
8.3
3/19/2010
83165ADE1
Coastal Securities
8.7
6.6
2.3
4/8/2010
83165AD84
Coastal Securities
26
25
2.1
4/8/2010
83164KZH9
Coastal Securities
9.6
7.1
2.6
5/11/2010
83165AEE0
Coastal Securities
11.5
10.6
1.2
5/11/2010
83164K2Q5
Coastal Securities
14.2
13.9
0.7
5/11/2010
83165AED2
Coastal Securities
9.7
9.5
0.6
5/25/2010
83164K3B7
Coastal Securities
9.3
9
0.5
5/25/2010
83165AEK6
Coastal Securities
18.8
6/17/2010
83165AEQ3
Coastal Securities
38.3
6/17/2010
83165AEP5
Coastal Securities
31.7
7/14/2010
83164K3Y7
Coastal Securities
6.4
7/14/2010
83164K4J9
Coastal Securities
7.5
7/14/2010
83165AE42
Coastal Securities
14.8
7/29/2010
83164K4E0
Coastal Securities
2.8
7/29/2010
83164K4M2
Coastal Securities
10.4
8/17/2010
83165AEZ3
Coastal Securities
9.2
0.9
8/17/2010
83165AFB5
Coastal Securities
5.5
0.4
8/17/2010
83165AE91
Coastal Securities
11.1
0.6
8/31/2010
83165AEW0
Shay Financial
10.3
0.9
8/31/2010
83165AFA7
Shay Financial
11.7
0.4
8/31/2010
83164K5H2
Coastal Securities
7.3
0.4
9/14/2010
83165AFC3
Shay Financial
10
1.1
9/14/2010
83165AFK5
Shay Financial
8.9
0.7
9/14/2010
83164K5F6
Coastal Securities
6.1
0.2
9/14/2010
83164K5L3
Coastal Securities
6.4
0.2
9/28/2010
83164K5M1
Coastal Securities
3.8
0.1
9/28/2010
83165AFT6
Coastal Securities
13.1
0.9
9/28/2010
83165AFM1
Shay Financial
15.3
0.6
9/28/2010
83165AFQ2
Shay Financial
17.1
0.4
Total Investment Amount
$368.1
$3.5
$1.0
1.6
2.3
36.1
2.7
2.1
6.1
0.4
0.4
14.2
0.6
0.4
10.2
$151.5
0.3
$29.6
Notes: Numbers affected by rounding.
a
Investment amounts may include accrued principal interest.
Sources: Treasury, Transactions Report, 7/1/2011; Treasury, responses to SIGTARP data call, 12/16/2010, 1/14/2011, 4/6/2011,
and 7/13/2011.
quarterly report to congress I July 28, 2011
AUTOMOTIVE INDUSTRY SUPPORT PROGRAMS
During the financial crisis, Treasury, through TARP, launched three automotive
industry support programs: the Automotive Industry Financing Program (“AIFP”),
the Auto Supplier Support Program (“ASSP”), and the Auto Warranty Commitment
Program (“AWCP”). According to Treasury, these programs were established “to
prevent a significant disruption of the American automotive industry that poses
a systemic risk to financial market stability and will have a negative effect on the
economy of the United States.”571
AIFP has not expended any TARP funds for the automotive industry since
December 30, 2009, when GMAC Inc. (“GMAC”), now Ally Financial Inc. (“Ally
Financial”), received a $3.8 billion capital infusion.572 ASSP, designed to “ensure
that automotive suppliers receive compensation for their services and products,”
was terminated in April 2010 after all $413.1 million in loans made through it were
fully repaid.573 AWCP, a $640.7 million program, was designed to assure car buyers
that the warranties on any vehicles purchased during the bankruptcies of General
Motors Corp. (“Old GM”) and Chrysler LLC (“Old Chrysler”) would be guaranteed by the Government. It was terminated in July 2009 after all loans under the
program were fully repaid upon the companies’ emergence from bankruptcy.574
Treasury obligated approximately $84.8 billion through these three programs to
Old GM and General Motors Company (“New GM” or “GM”), Ally Financial, the
Chrysler entities (Chrysler Holding LLC [now called CGI Holding LLC], Chrysler
LLC [collectively, “Old Chrysler”], and Chrysler Group LLC [“New Chrysler”]),
and Chrysler Financial Services Americas LLC (“Chrysler Financial”).575 Treasury
originally obligated $5.0 billion under ASSP but adjusted this amount to $413.1
million to reflect actual borrowings, thereby reducing the total obligation for all
automotive industry support programs to approximately $81.8 billion (including
approximately $2.1 billion in loan commitments to New Chrysler that were never
drawn down).576 As of June 30, 2011, Treasury had received approximately $34.7
billion in principal repayments and stock sale proceeds and $4.3 billion in dividends, interest, and fees.577 The amount and types of Treasury’s outstanding AIFP
investments have changed over time as a result of principal repayments, Treasury’s
sale of common stock, old loan conversions (into equity), and post-bankruptcy
restructurings. Treasury now holds 32.0% of the common equity in New GM and
an administrative claim in Old GM’s bankruptcy for $985.8 million based on loans
made to old GM. The administrative claim has an outstanding principal amount of
approximately $874.9 million. Additionally, Treasury holds $5.9 billion in mandatorily convertible preferred shares (“MCP”) and 73.8% of the common equity
in Ally Financial. On June 2, 2011, Treasury agreed to sell to Fiat Automotive
LLC (“Fiat”) Treasury’s remaining equity ownership interest in New Chrysler and
Treasury’s interest in an agreement with the United Auto Workers retiree trust,
subject to certain closing conditions. Treasury retains the right to recover certain
proceeds from Old Chrysler’s bankruptcy.
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special inspector general I troubled asset relief program
Treasury’s investments in these three programs and the companies’ payments
of principal are summarized in Table 2.34 and, for Chrysler and GM, categorized
by the timing of the investment in relation to the companies’ progressions through
bankruptcy.
Table 2.34
TARP Automotive programs expenditures and payments,
AS OF 6/30/2011 ($ BILLIONS)
Chrysler
GMa
Chrysler
Financial
Ally
Financial
Inc.
(formerly
GMAC)
$1.5
$17.2
Total
$42.1
Pre-Bankruptcy
AIFP
$4.0
$19.4
b
ASSP
0.1
0.3
AWCP
0.3
0.4
$4.4
$20.1
AIFP
$1.9
$30.1
$32.0
Subtotal
$1.9
$30.1
$32.0
Subtotal
0.4
0.6
$1.5
$17.2
$43.1
In-Bankruptcy (DIP Financing)
Post-Bankruptcy (Working Capital)
AIFP
$4.6c
$4.6
Subtotal
$4.6
$4.6
Subtotals by Program:
AIFP
$78.6
ASSP
0.4
AWCP
0.6
Total Expenditures
$10.9
$50.2
$1.5
$17.2
$79.7
Principal Repaid to Treasury
($7.4)
($23.1)
($1.5)
($2.7)c
($34.7)
$3.5
$27.0
$0
$14.5
$45.0
Net Expenditures
Notes: Numbers may not total due to rounding.
a
Including GM’s debt payments of $50.0 million on March 31, 2011, $45.0 million on April 5, 2011, and approximately $15.9 million on
May 3, 2011.
b
The final commitment and repayment amounts reflect the total funds expended under the ASSP loans. Treasury initially obligated $5.0
billion under ASSP. Treasury adjusted its obligation to $0.4 billion.
c
On March 2, 2011, Treasury entered into an underwriting offering of its Ally Financial TRUPS, which resulted in approximately $2.7
billion in total proceeds to Treasury.
Source: Treasury, Transactions Report, 7/1/2011.
Automotive Industry Financing Program
Treasury provided $80.7 billion through AIFP to support automakers and their financing arms in order to “avoid a disorderly bankruptcy of one or more auto[motive]
companies.”578 As of June 30, 2011, Treasury had received approximately $3.7
billion in dividends, interest, and fees from participating companies.579 Of
quarterly report to congress I July 28, 2011
AIFP-related loan principal repayments and share sale proceeds, Treasury has received approximately $22.4 billion related to its GM investment, $7 billion related
to its Chrysler investment, $2.7 billion related to its Ally Financial/GMAC investment, and $1.5 billion related to its Chrysler Financial investment.580 As discussed
below, additional payments of $640.7 million and $413.1 million, respectively, were
received under AWCP and ASSP.581
GM
Through June 30, 2011, Treasury had provided approximately $49.5 billion to GM
through AIFP. Of that amount, $19.4 billion was provided before bankruptcy and
$30.1 billion was provided as debtor-in-possession (“DIP”) financing during bankruptcy. During bankruptcy proceedings, most of Treasury’s pre-bankruptcy and
DIP financing loans to Old GM were converted into common or preferred stock in
New GM (the company that purchased substantially all of the assets of Old GM
pursuant to Section 363 of the Bankruptcy Code) or debt assumed by New GM. As
a result, after Old GM’s bankruptcy, Treasury’s investment in Old GM was converted to a 60.8% common equity stake in New GM, $2.1 billion in preferred stock
in New GM, and a $7.1 billion loan to New GM ($6.7 billion through AIFP and
$360.6 million through AWCP). As part of a credit agreement with Treasury, $16.4
billion of the DIP money was set in an escrow account that GM could access only
with Treasury’s permission. Separately, approximately $985.8 million in loans was
left as an obligation of Old GM to facilitate the orderly wind-down and liquidation
of Old GM.582 On March 31, 2011, Old GM’s Plan of Liquidation became effective
and Treasury’s $985.8 million loan to Old GM was converted to an administrative
claim. According to Treasury, under the Plan of Liquidation, Treasury retained the
right to receive additional proceeds; however, any additional recovery is dependent
on actual liquidation proceeds and pending litigation.583
Debt Repayments
New GM repaid the $6.7 billion loan provided through AIFP with interest, using a
portion of the previously mentioned $16.4 billion held in an escrow account that
had been funded originally with TARP funds provided to GM during its bankruptcy.
What remained in escrow was released to New GM without restrictions with the
final debt payment in April 2010.584 A separate $985.8 million loan was left behind
with Old GM for wind-down costs associated with its liquidation.585 As previously
discussed, Treasury was granted an allowed administrative claim for its $985.8 million loan to Old GM in the bankruptcy. As of June 30, 2011, Treasury had received
approximately $110.9 million in repayments related to this claim. As of June 30,
2011, the GM entities had made approximately $756.7 million in dividend and
interest payments to Treasury under AIFP.586
Debtor-in-Possession (“DIP”): Company
operating under Chapter 11 bankruptcy protection that technically still
owns its assets but is operating them
to maximize the benefit to its creditors.
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special inspector general I troubled asset relief program
GM IPO Results and GM’s Repurchase of Series A Preferred Shares
from Treasury
For more on the results of GM’s
November 2010 IPO, see SIGTARP’s
January 2011 Quarterly Report,
page 163.
In November and December 2010, New GM successfully completed an initial
public offering (“IPO”) in which New GM’s shareholders sold 549.7 million shares
of their common stock for $33.00 per share, or $18.1 billion in gross proceeds.587
New GM also sold 100 million shares of Series B mandatorily convertible preferred shares (“MCP”) priced at $50.00 per share, bringing the offering’s total
gross proceeds to $23.1 billion.588 As part of the IPO, Treasury sold a total of 412.3
million common shares for $13.5 billion in net proceeds (after taking into account
underwriting fees associated with the IPO), reducing its number of common shares
to 500.1 million and its ownership in New GM from 60.8% to 33.3%.589 In addition
to Treasury selling a portion of its common shares in the IPO, on December 15,
2010, GM repurchased Treasury’s Series A preferred stock (83.9 million shares)
for total proceeds of $2.1 billion.590 The share sale price included a 2% premium to
the liquidation price of $25.00 and resulted in a capital gain to Treasury of approximately $41.9 million.591
In order to recoup its total investment in GM, Treasury will need to recover an
additional $27 billion in proceeds. This translates to an average of $53.98 per share
on its remaining common shares in New GM, not taking into account dividend
and interest payments received from the GM entities.592 The break-even price —
$53.98 per share — is calculated by dividing the $27 billion that Treasury extended
to GM (but that was still outstanding after the IPO, repurchase of the Series A
preferred shares [including a $41.9 million gain], and repayments related to the
Old GM bankruptcy claim) by the 500.1 million remaining shares. If the $756.7
million in dividend and interest received by Treasury is included in this computation, then Treasury will need to recover $26.2 billion in proceeds, which translates
into a break-even price of $52.39 per share, not taking into account other fees or
costs associated with selling the shares. On May 23, 2011, pursuant to the terms of
the lock-up agreement described in the prospectus, Treasury and the other selling
shareholders were no longer restricted from selling additional common shares. As
of the drafting of this report, Treasury had not made a public statement articulating
its specific plans for the future disposition of its remaining common stock holdings
in New GM.
Chrysler
Through October 3, 2010, Treasury had made approximately $12.5 billion available to Chrysler directly through AIFP in three stages to three corporate entities:
$4.0 billion before bankruptcy to CGI Holding LLC — the parent company of
Old Chrysler (the bankrupt entity) — and Chrysler Financial; $1.9 billion in DIP
financing to Old Chrysler during bankruptcy; and $6.6 billion to New Chrysler,
the company formed post-bankruptcy that purchased most of Old Chrysler’s assets
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quarterly report to congress I July 28, 2011
through a working capital facility.593 In consideration for its assistance to Chrysler,
Treasury received 9.9% of the common equity in New Chrysler.
On April 30, 2010, following the bankruptcy court’s approval of the plan of
liquidation for Old Chrysler, the $1.9 billion DIP loan was extinguished without
repayment. In return, Treasury retained the right to recover proceeds from the sale
of assets that were collateral for the DIP loan from a liquidation trust that received
all of Old Chrysler’s remaining assets.594 According to Treasury, it is unlikely to
fully recover its initial investment of approximately $1.9 billion related to the DIP
loan.595 As of June 30, 2011, Treasury had recovered approximately $48.1 million from asset sales.596 Of the $4 billion lent to Old Chrysler’s parent company,
CGI Holding LLC, before bankruptcy, $500 million of the debt was assumed by
New Chrysler while the remaining $3.5 billion was held by CGI Holding LLC.597
Under the terms of this loan agreement, as amended on July 23, 2009, Treasury
was entitled to the greater of approximately $1.4 billion or 40% of any proceeds
that Chrysler Financial paid to its parent company, CGI Holding LLC, after certain
other distributions were made.598 On May 14, 2010, Treasury accepted $1.9 billion
in full satisfaction of its $3.5 billion loan to CGI Holding LLC.599
On May 24, 2011, New Chrysler used the proceeds from a series of refinancing transactions and an equity call option exercised by Fiat to repay the loans from
Treasury and the Canadian government.600 The repaid loans were made up of
$6.6 billion in post-bankruptcy financing (of which $2.1 billion was never drawn
down), and the $500.0 million in debt assumed by New Chrysler from the original
$4 billion loan to CGI Holding LLC.601 The refinancing transactions included the
issuance of debt securities, a term loan, and an undrawn revolving credit facility.
Concurrent with the repayment of the loans, Treasury terminated New Chrysler’s
ability to draw the remaining $2.1 billion TARP loan obligation.602
Fiat has been increasing its ownership of New Chrysler’s common equity since
January 2011 after meeting specific performance goals.603 Simultaneous with the
full repayment of New Chrysler’s debt obligations described above on May 24,
2011, Fiat exercised an equity call option for $1.3 billion, which increased its stake
in New Chrysler to from 30% to 46%. As a result, Treasury’s equity stake in New
Chrysler was diluted and further decreased to 6.6%.604
On June 2, 2011, Treasury agreed to sell to Fiat Treasury’s remaining equity
ownership interest in New Chrysler and Treasury’s interest in an agreement with
the United Auto Workers (“UAW”) VEBA retiree trust, subject to certain closing
conditions.605
As of June 30, 2011, the Chrysler entities had made approximately $1.2 billion in interest payments to Treasury under AIFP.606 As discussed above, Treasury
retains the right to recover certain proceeds from Old Chrysler’s bankruptcy.
Figure 2.11 represents the allocation of ownership in New Chrysler’s common
equity as of June 30, 2011.
Figure 2.11
OWNERSHIP IN NEW CHRYSLER
Government of Canada 1.7%
United States
Department of the
Treasury 6.6%
Fiat
46%
45.7%
UAW
VEBA
Trust
Notes: Numbers may not total due to rounding. Ownership
percentages are shown prior to Fiat meeting additional
performance metrics, which would allow it to increase its
ownership in New Chrysler.
Source: Chrysler Press Release, "Chrysler Group LLC
Completes Refinancing and Repays U.S. and Canadian
Government Loans in Full," 5/24/2011, media.chrysler.com/
newsrelease.do;jsessionid=9EA3763020DEE492C441
D11426FDC5D4?&id=10922&mid=1, accessed 7/23/2011.
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special inspector general I troubled asset relief program
Automotive Financing Companies
Ally Financial/GMAC
On December 29, 2008, Treasury purchased $5 billion in senior preferred equity
from GMAC and received an additional $250 million in preferred shares through
warrants that Treasury exercised immediately at a cost of $2,500.607 On the same
day, Treasury agreed to lend up to $1 billion to Old GM in order to increase Old
GM’s ownership interest in GMAC. In January 2009, Old GM borrowed $884
million, which it invested in GMAC.608 In May 2009, Treasury exchanged that
$884 million note for a 35.4% common equity ownership in GMAC, thereby giving
Treasury the right to appoint two directors to GMAC’s board.609
On May 21, 2009, Treasury made an additional investment in GMAC when it
purchased $7.5 billion of MCP and received warrants that Treasury immediately
exercised for an additional $375 million in MCP at an additional cost of approximately $75,000.610 On December 30, 2009, Treasury invested another $3.8 billion
in GMAC, consisting of $2.5 billion in trust preferred securities (“TRUPS”) and
$1.3 billion in MCP. Treasury also received warrants, which were immediately
exercised, to purchase an additional $127 million in TRUPS and $62.5 million in
MCP at an additional cost of approximately $1,270 and $12,500, respectively.611
Additionally, Treasury converted $3 billion of its MCP into GMAC common stock,
increasing its common equity ownership from 35.4% to 56.3%. This gave Treasury
the right to appoint two additional directors to GMAC’s board, potentially bringing the total number of Treasury-appointed directors to four.612 On May 10, 2010,
GMAC changed its name to Ally Financial Inc.613
On December 30, 2010, Treasury announced the conversion of $5.5 billion of
its MCP in Ally Financial to common equity. This conversion increased Treasury’s
ownership stake in Ally Financial’s common equity from 56.3% to 73.8%. Treasury
converted the MCP at 1.0 times the book value of Ally Financial’s tangible common equity balance as of September 30, 2010, subject to certain adjustments.614
According to Treasury, the conversion aimed to stabilize Ally Financial through
the addition of common equity to its capital structure, thereby allowing it easier
access to both equity and debt financing in private capital markets. The move was
also intended to facilitate any future efforts on the part of Treasury to reduce its
investment in Ally Financial through the sale of its common equity holdings in
the company.615 As a result, Treasury will no longer receive the quarterly dividend
payments that Ally Financial was required to pay on the $5.5 billion of MCP. On
March 1, 2011, Treasury announced its intention to sell its $2.7 billion in TRUPS
in Ally Financial in a public offering.616 The public offering closed on March 7,
2011, resulting in approximately $2.7 billion in total proceeds to Treasury.617
As a result of its conversion of MCP to common stock in Ally Financial, and
for so long as Treasury maintains common equity ownership at or above 70.8%,
Treasury has the right to appoint two additional directors, for a total of six, to Ally
137
quarterly report to congress I July 28, 2011
Figure 2.12
Financial’s board, increasing the size of the board to 11 members.618 On February
28, 2011, Treasury appointed its fourth director to Ally Financial’s board.619 As of
June 30, 2011, Treasury had not exercised its right to fill its remaining two director
positions.620 The conversion of $5.5 billion of Treasury’s MCP diluted the shares of
other existing shareholders in Ally Financial. Following the conversion, the private
equity firm Cerberus Capital Management, L.P. (“Cerberus”) held 8.7%, third-party
investors collectively held 7.6%, an independently managed trust owned by New
GM held 5.9%, and New GM directly held a 4% stake in Ally Financial’s common
equity.621 Figure 2.12 shows the breakdown of common equity ownership in Ally
Financial as of June 30, 2011.
OWNERSHIP IN ALLY FINANCIAL/GMAC
New GM 4%
GM Trust
Third-Party
Investors
Cerberus
7%
9%
6%
74%
United States
Department
of the
Treasury
Note: Numbers may not total due to rounding.
Ally Financial Files Amended S-1 Registration Statement in Preparation for IPO
On March 31, 2011, Ally Financial filed a Form S-1 Registration statement for
an IPO with the Securities and Exchange Commission (“SEC”).622 The document
includes a prospectus relating to the issuance of Ally Financial common stock.623
The prospectus also outlines certain aspects of Ally Financial’s business operations
and risks facing the company.624
Ally Financial stated that the IPO would consist of “common stock to be sold by
the U.S. Department of the Treasury.”625 On May 17, 2011, Ally Financial disclosed
additional details about its upcoming IPO in an amended Form S-1 Registration
statement filed with the SEC.626 Concurrent with the IPO, Treasury plans to convert $2.9 billion of its existing $5.9 billion of MCP into common stock.627 Treasury
will exchange the remaining $3 billion of its MCP into so-called tangible equity
units, a type of preferred stock, and will offer a portion of these tangible equity
units alongside the common equity offering.628 Treasury agreed to be named as a
seller but retained the right to decide whether to sell any of its 73.8% ownership of
Ally Financial’s common stock and in what amounts.629
As of June 30, 2011, Treasury still held approximately $14.5 billion in Ally
Financial/GMAC, composed of 73.8% of Ally Financial’s common stock and $5.3
billion in MCP.630 In return for these investments, Treasury was also granted warrants, which it exercised immediately at a cost of $90,015, to purchase securities
with a par value of approximately $688 million: $250 million in preferred shares
(which were later converted to MCP) and $438 million in additional MCP.631
This brought Treasury’s total holdings in Ally Financial securities to a par value of
approximately $15.3 billion, for which it expended approximately $14.5 billion in
TARP funds.632 Table 2.35 summarizes Treasury’s Ally Financial holdings as of June
30, 2011.
Source: SEC, “Ally Financial Inc.: Form S-1,” 3/31/2011.
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special inspector general I troubled asset relief program
Table 2.35
Treasury holdings in Ally Financial (formerly GMAC),
AS OF 6/30/2011 ($ BILLIONS)
Total
Mandatorily Convertible Preferred Shares (MCP)
$5.9a
Common Equity
Total
9.4b
$15.3c
Notes: Numbers affected by rounding.
a
This figure includes three separate tranches of MCP acquired via the exercise of warrants: $250 million in warrants that were exercised
to acquire preferred shares that were later converted to MCP on December 30, 2009, $375 million in MCP warrants exercised on May
21, 2009, and $63 million in MCP warrants exercised on December 30, 2009.
b
The dollar value of Treasury’s 73.8% stake in Ally Financial’s common equity is based on the costs to acquire such a stake, including
the conversion of the GM rights loan of $884.0 million in May 2009, the $3.0 billion of MCP in December 2009, and the $5.5 billion of
MCP in December 2010.
c
This figure includes $687.5 million in shares acquired by the exercise of the warrants discussed above. These warrants were exercised
at an aggregate cost of $90,015 to the taxpayer.
Sources: Treasury Press Release, “Treasury Converts Nearly Half of its Ally Preferred Shares to Common Stock,” 12/30/2010, www.
treasury.gov/press-center/press-releases/Pages/tg1014.aspx, accessed 7/20/2011; Ally Financial, Form 8-K, 1/5/2010, www.
sec.gov/Archives/edgar/data/40729/000119312510001221/d8k.htm, accessed 7/14/2011; Treasury Press Release, “Treasury
Announces Pricing of $2.7 Billion of Ally TRuPs,” 3/2/2011, www.treasury.gov/press-center/press-releases/Pages/tg1086.aspx, accessed 06/30/2011.
As of June 30, 2011, Ally Financial had made approximately $2.3 billion in
dividend and interest payments to Treasury.633
Chrysler Financial
In January 2009, Treasury loaned Chrysler Financial $1.5 billion under AIFP to
support Chrysler Financial’s retail lending. On July 14, 2009, Chrysler Financial
fully repaid the loan in addition to approximately $7.4 million in interest payments.634 In connection with the $3.5 billion pre-bankruptcy loan remaining with
CGI Holding LLC, the parent company of Old Chrysler (the bankrupt entity)
and Chrysler Financial, Treasury was entitled to the greater of approximately $1.4
billion or 40.0% of any proceeds that Chrysler Financial paid to its parent company, CGI Holding LLC, after certain other distributions were made.635 On May
14, 2010, Treasury accepted $1.9 billion in full satisfaction of its $3.5 billion loan
to CGI Holding LLC, thereby relinquishing any interest in or claim on Chrysler
Financial.636 Seven months later, on December 21, 2010, TD Bank Group announced it had agreed to purchase Chrysler Financial from Cerberus, the owner
of CGI Holding LLC, for approximately $6.3 billion.637 TD Bank Group completed
its acquisition of Chrysler Financial on April 1, 2011, and has rebranded Chrysler
Financial under the TD Auto Finance brand.638
Auto Supplier Support Program (“ASSP”)
On March 19, 2009, Treasury announced a commitment of $5 billion to ASSP to
“help stabilize the automotive supply base and restore credit flows in a critical sector of the American economy.”639 Because of concerns about the auto manufacturers’ ability to pay their invoices, suppliers had not been able to borrow from banks
by using their receivables as collateral. ASSP enabled automotive parts suppliers
quarterly report to congress I July 28, 2011
to access Government-backed protection for money owed to them for the products
they shipped to manufacturers.
The total commitment of $5 billion was reduced to $3.5 billion on July 8, 2009
— $2.5 billion for GM and $1 billion for Chrysler.640 Of the $3.5 billion reduced
commitment to GM and Chrysler, approximately $413.1 million was actually
expended. Because the actual expenditure was lower than initially anticipated,
Treasury reduced its obligation under ASSP to $413.1 million. Treasury received a
total of $413.1 million in ASSP loan repayments — $290 million from GM and approximately $123.1 million from Chrysler.641 Additionally, Treasury received $115.9
million in fees and interest payments — $65.6 million from GM and $50.3 million
from Chrysler.642 ASSP was terminated on April 5, 2010, for GM and April 7, 2010,
for Chrysler.643
Auto Warranty Commitment Program (“AWCP”)
AWCP was designed to bolster consumer confidence by guaranteeing Chrysler
and GM vehicle warranties during the companies’ restructuring in bankruptcy.644
Treasury obligated $640.7 million to this program — $360.6 million for GM
and $280.1 million for Chrysler.645 On July 10, 2009, the companies fully repaid
Treasury upon their exit from bankruptcy.646
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special inspector general I troubled asset relief program
EXECUTIVE COMPENSATION
Exceptional Assistance Recipients:
Companies that receive assistance
under SSFI, TIP, and AIFP. Current
recipients are AIG, Chrysler, GM, and
Ally Financial (formerly GMAC).
For more information on the Rule and
a summary of the timeline of TARP
executive compensation restrictions, see
SIGTARP’s July 2009 Quarterly Report,
page 118.
For more information on executive compensation issues and findings, refer to SIGTARP audit reports:
“Despite Evolving Rules on Executive
Compensation, SIGTARP Survey
Provides Insights on Compliance,” issued
August 19, 2009, and “Extent of Federal
Agencies’ Oversight of AIG Compensation
Varied, and Important Challenges
Remain,” issued October 14, 2009.
Senior Executive Officers (“SEOs”):
“Named executive officers” of TARP
recipients as defined under Federal securities law, which generally include the
principal executive officer, the principal
financial officer, and the next three
most highly compensated officers.
TARP recipients are subject to executive compensation restrictions. The original
executive compensation rules set forth in Section 111 of EESA were amended in
February 2009 in the American Recovery and Reinvestment Act of 2009 (“ARRA”)
and have been interpreted and implemented by Treasury regulations and notices.647
On June 10, 2009, Treasury released its Interim Final Rule on TARP Standards for
Compensation and Corporate Governance (“The Rule”), which “implement[s] the
ARRA provisions, consolidates all of the executive-compensation-related provisions
that are specifically directed at TARP recipients into a single rule (superseding
all prior rules and guidance), and utilizes the discretion granted to the [Treasury]
Secretary under the ARRA to adopt additional standards, some of which are adapted from principles set forth” in guidance provided by Treasury in February 2009.648
The Rule applies to institutions that meet its definition of a TARP recipient as
well as any entity that owns at least 50% of any TARP recipient. As long as a TARP
recipient has an outstanding “obligation” to Treasury (as defined by ARRA, this
does not include warrants to purchase common stock), it must abide by the Rule.649
The Rule also specifically subjects exceptional assistance recipients to enhanced restrictions designed to “maximize long-term shareholder value and protect taxpayer
interests.”650
Some program participants are exempt from the Rule:
• TALF recipients, because they did not directly receive TARP assistance (instead,
TARP funds are available to purchase collateral surrendered to TALF)651
• PPIFs, because they have no employees. In addition, PPIF investors and asset
managers are exempt because the program’s terms prohibit any single private
entity from owning more than 9.9% of any such fund and, therefore, fall below
the 50.0% ownership threshold652
• Making Home Affordable (“MHA”) program participants, which are statutorily
exempt
Special Master
Treasury created the Office of the Special Master for TARP Executive
Compensation on June 15, 2009, and appointed Kenneth R. Feinberg to the position of Special Master; Mr. Feinberg was succeeded by Ms. Patricia Geoghegan,
who became Acting Special Master on September 10, 2010.653 The Special
Master’s responsibilities include the following:654
• Top 25 Reviews — review and approve compensation structures and payments
for the five senior executive officers (“SEOs”) and the next 20 most highly paid
employees at institutions that received exceptional financial assistance
• Top 26 through 100 Reviews — review and approve compensation structures
for the next 75 highest-paid employees at institutions that received exceptional
quarterly report to congress I July 28, 2011
financial assistance (employees who are not in the top 25 but are executive
officers or among the top 100 most highly compensated employees fall into this
category)
• Prior Payment Reviews — review bonuses, retention awards, and other compensation paid to SEOs and the 20 next most highly compensated employees of
each entity that received TARP assistance from the date the entity first received
TARP assistance until February 17, 2009, and seek to negotiate reimbursements
where the payment was determined to be inconsistent with the purposes of
EESA or TARP, or otherwise contrary to the public interest
• Interpretation — provide advisory opinions with respect to the Rule’s application and whether compensation payments and structures were inconsistent with
the purposes of EESA or TARP, or otherwise contrary to the public interest
Exceptional Assistance Recipients
As of June 30, 2011, only AIG, Chrysler, GM, and Ally Financial (formerly GMAC)
were still considered exceptional assistance recipients.655 Citigroup and Bank of
America had been considered exceptional assistance recipients because each
participated in TIP, but neither falls under this designation now because of repayments each made in December 2009.656 Chrysler Financial was released from all
its obligations under the Rule after it repaid its $1.5 billion loan under AIFP and
its parent company, CGI Holding LLC, repaid $1.9 billion of its original $4.0 billion TARP loan under AIFP to Treasury on May 14, 2010, in full satisfaction of its
outstanding obligations to Treasury.657
On April 1, 2011, the Office of the Special Master issued the following compensation determinations for 2011 concerning 98 executives who were the “Top
25” executives at the four remaining exceptional assistance recipients:658
• Compensation packages for the AIG, GM, and Ally Financial CEOs did not increase and the cash component remained frozen at 2010 levels (as in past years,
the Chrysler CEO is compensated by Fiat rather than by the taxpayer-assisted
Chrysler company).
• 82% of the Top 25 pay packages for 2011 (the same percentage as in 2010), including target incentives, were in the form of stock, thereby “tying the ultimate
value of the compensation to company performance.”
• More than 75% of the Top 25 pay-packages limited cash salary to $500,000
or less.
• The four companies have made more than $36 billion in TARP repayments
since the Special Master’s March 2010 Top 25 compensation rulings.
• The overall cash compensation and direct compensation levels for the 98 executives decreased in 2011 by 18.2% and 1.3%, respectively. Of the 98 executives,
62 individuals were in the Top 25 in 2010 and 2011, and the overall cash
For a discussion of the Special Master
“Look Back” Review, which was completed on July 23, 2010, see SIGTARP’s
October 2010 Quarterly Report, pages
153–154.
Public Interest: Regulatory standard
that the Special Master is required
to apply in making determinations. It
refers to the determination of whether
TARP-recipient compensation plans are
aligned with the best interests of the
U.S. taxpayer, based on a balancing of
specific principles set forth in the Rule.
For the specific principles used in reviewing compensation plans, see SIGTARP’s
July 2009 Quarterly Report, pages
122–123.
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special inspector general I troubled asset relief program
compensation and direct compensation levels increased in 2011 by 4.7% and
4.4%, respectively. Of the 98 executives, 36 individuals were new to the 2011
Top 25, and overall cash compensation and direct compensation decreased by
39% and 9.6%, respectively, as compared to the compensation they received
for 2010.659
Sect ion 3
TARP OPERATIONS AND
ADMINISTRATION
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special inspector general I troubled asset relief program
quarterly report to congress I july 28, 2011
Under the Emergency Economic Stabilization Act of 2008 (“EESA”), Congress
authorized the Secretary of the Treasury (“Treasury Secretary”) to create the
operational and administrative mechanisms to carry out the Troubled Asset Relief
Program (“TARP”). EESA established the Office of Financial Stability (“OFS”)
within the U.S. Department of the Treasury (“Treasury”). OFS is responsible for
administering TARP.660 Treasury has authority to establish program vehicles, issue
regulations, directly hire or appoint employees, enter into contracts, and designate
financial institutions as financial agents of the Government.661 In addition to using
permanent and interim staff, OFS relies on contractors and financial agents for
legal services, investment consulting, accounting, and other key services.
TARP Administrative and Program
Expenditures
According to Treasury, as of June 30, 2011, it had spent $200.9 million on TARP
administrative costs and $494.7 million on programmatic expenditures, for a total
of $695.6 million. As of June 30, 2011, Treasury has obligated $240.2 million for
TARP administrative costs and $604.8 million in programmatic expenditures for
a total of $845.0 million.662 Treasury reported that it has employed 92 career civil
servants, 114 term appointees, and 30.25 reimbursable detailees, for a total of
236.25 full-time employees.663 Table 3.1 provides a summary of the expenditures
and obligations for TARP administrative costs through June 30, 2011. These
costs are categorized as “personnel services” and “non-personnel services,” with a
few exceptions.
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special inspector general I troubled asset relief program
Table 3.1
TARP Administrative expenditures and obligations
Budget Object Class Title
Obligations for Period Expenditures for Period
Ending 6/30/2011
Ending 6/30/2011
Personnel Services
Personnel Compensation & Benefits
Total Personnel Services
$67,827,121
$67,634,920
$67,827,121
$67,634,920
$1,225,255
$1,164,264
Non-Personnel Services
Travel & Transportation of Persons
Transportation of Things
11,960
Other Services
666,107
402
Printing & Reproduction
11,960
753,957
Rents, Communications, Utilities & Misc.
Charges
402
169,343,751
130,332,014
Supplies & Materials
841,418
820,024
Equipment
244,067
222,675
Land & Structures
—
—
Dividends and Interest
93
93
Total Non-Personnel Services
$172,420,903
$133,217,540
Grand Total
$240,248,024
$200,852,460
Notes: Numbers affected by rounding. The costs associated with “Other Services” under TARP Administrative Expenditures and
Obligations are composed of administrative services including financial, administrative, IT, and legal (non-programmatic) support.
Source: Treasury, response to SIGTARP data call, 7/8/2011.
Current Contractors and
Financial Agents
As of June 30, 2011, Treasury had retained 108 private vendors: 17 financial agents
and 91 contractors, to help administer TARP.664 Table 3.2 provides a summary of
the programmatic expenditures, which include costs to hire financial agents and
contractors, and obligations through June 30, 2011, excluding costs and obligations related to personnel services and travel and transportation. Although Treasury
informed SIGTARP that it “does not track” the number of individuals who provide
services under its agreements, the number likely dwarfs the 236.25 that Treasury
has identified as working for OFS.665 For example, on October 14, 2010, the
Congressional Oversight Panel (“COP”) reported that “Fannie Mae alone currently
has 600 employees working to fulfill its TARP commitments.”666 To streamline and
expedite contract solicitation, EESA allowed the Treasury Secretary to waive specific Federal Acquisition Regulations for urgent and compelling circumstances.667
147
quarterly report to congress I july 28, 2011
table 3.2
OFS SERVICE CONTRACTS
(continued)
Type of
Transaction
Obligated
Value
Expended
Value
Legal services for the implementation of
TARP
Contract
$931,090
$931,165
Ennis Knupp & Associates Inc.1
Investment and Advisory Services
Contract
2,470,242
2,470,242
10/14/2008
The Bank of New York Mellon
Corporation
Custodian
Financial Agent
42,108,749
33,342,133
10/16/2008
PricewaterhouseCoopers
Internal control services
Contract
31,017,937
28,706,835
For process mapping consultant services
Interagency
Agreement
9,000
—
Date
Vendor
Purpose
10/10/2008
Simpson Thacher & Bartlett MNP LLP
10/11/2008
10/17/2008
Turner Consulting Group, Inc.2
10/18/2008
Ernst & Young LLP
Accounting Services
Contract
14,550,519
12,764,038
10/29/2008
Hughes Hubbard & Reed LLP
Legal services for the Capital
Purchase Program
Contract
3,060,921
2,835,357
10/29/2008
Squire, Sanders & Dempsey LLP
Legal services for the Capital
Purchase Program
Contract
2,687,999
2,687,999
10/31/2008
Lindholm & Associates, Inc.
Human resources services
Contract
614,963
614,963
11/7/2008
Sonnenschein Nath & Rosenthal LLP
Legal services related to auto industry
loans
Contract
2,702,441
2,702,441
11/9/2008
Internal Revenue Service
Detailees
Interagency
Agreement
97,239
97,239
11/17/2008
Internal Revenue Service
CSC Systems & Solutions LLC2
Interagency
Agreement
8,095
8,095
11/25/2008
Department of the Treasury
—
Departmental Offices
Administrative Support
Interagency
Agreement
16,512,820
15,876,996
12/3/2008
Alcohol and Tobacco Tax and
Trade Bureau
IAA - TTB Development, Mgmt & Operation Interagency
of SharePoint
Agreement
67,489
67,489
12/5/2008
Washington Post4
Subscription
Interagency
Agreement
395
—
12/10/2008
Sonnenschein Nath & Rosenthal LLP
Legal services for the purchase of
assets-backed securities
Contract
102,769
102,769
12/10/2008
Thacher Proffitt & Wood4
Admin action to correct system issue
Contract
—
—
225,547
164,823
12/15/2008
Office of Thrift Supervision
Detailees
Interagency
Agreement
12/16/2008
Department of Housing and
Urban Development
Detailees
Interagency
Agreement
142,863
142,863
12/22/2008
Office of Thrift Supervision
Detailees
Interagency
Agreement
103,871
—
12/24/2008
Cushman and Wakefield of VA Inc.
Painting Services for TARP Offices
Contract
8,750
8,841
1/6/2009
Securities and Exchange Commission Detailees
Interagency
Agreement
30,416
30,416
1/7/2009
Colonial Parking Inc.
Lease of parking spaces
Contract
275,650
190,146
1/27/2009
Cadwalader Wickersham & Taft LLP
Bankruptcy Legal Services
Contract
409,955
409,955
1/27/2009
Whitaker Brothers Bus Machines Inc.
Paper Shredder
Contract
3,213
3,213
Detailees
Interagency
Agreement
501,118
501,118
1/30/2009
Comptroller of the Currency
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(continued)
Obligated
Value
Expended
Value
Interagency
Agreement
$7,459,049
$7,459,049
Detailees
Interagency
Agreement
242,499
242,499
Pat Taylor & Associates, Inc.
Temporary Services for Document
Production, FOIA assistance, and
Program Support
Contract
692,108
692,108
2/12/2009
Locke Lord Bissell & Liddell LLP
Initiate Interim Legal Services in support of
Contract
Treasury Investments under EESA
272,243
272,225
2/18/2009
Fannie Mae
Homeownership Preservation Program
Financial Agent
240,062,528
201,966,238
2/18/2009
Freddie Mac
Homeownership Preservation Program
Financial Agent
143,060,025
119,072,889
3,394,348
3,394,348
226,931
189,533
Date
Vendor
Purpose
2/2/2009
US Government Accountability Office
IAA - GAO required by P.L. 110-343 to
conduct certain activities related to
TARP IAA
2/3/2009
Internal Revenue Service
2/9/2009
Type of
Transaction
2/20/2009
Financial Clerk U.S. Senate
Congressional Oversight Panel
Interagency
Agreement
2/20/2009
Office of Thrift Supervision
Detailees
Interagency
Agreement
2/20/2009
Simpson Thacher & Bartlett MNP LLP
Capital Assistance Program (I)
Contract
1,530,023
1,530,023
2/20/2009
Venable LLP
Capital Assistance Program (II)
Legal Services
Contract
1,394,724
1,394,914
2/26/2009
Securities and Exchange Commission Detailees
Interagency
Agreement
18,531
18,531
2/27/2009
Pension Benefit Guaranty Corporation
Rothschild, Inc.
Interagency
Agreement
7,750,000
7,750,000
3/6/2009
The Boston Consulting Group
Management Consulting relating to the
Auto industry
Contract
991,169
991,169
3/16/2009
Earnest Partners
Small Business Assistance Program
Financial Agent
2,550,000
2,352,780
—
—
3/23/2009
Heery International Inc.3
Architectural Services
Interagency
Agreement
3/30/2009
Bingham McCutchen LLP5
SBA Initiative legal services — Contract
Novated from TOFS-09-D-0005 with
McKee Nelson
Contract
273,006
143,893
3/30/2009
Cadwalader Wickersham & Taft LLP
Auto Investment Legal Services
Contract
17,392,786
17,392,786
3/30/2009
Haynes and Boone, LLP
Auto Investment Legal Services
Contract
345,746
345,746
McKee Nelson
SBA Initiative Legal Services — Contract
Novated to TOFS-10-D-0001 with Bingham Contract
McCutchen LLP
149,349
126,631
3/30/2009
3/30/2009
Sonnenschein Nath & Rosenthal LLP
Auto Investment Legal Services
Contract
1,834,193
1,834,193
3/31/2009
FI Consulting Inc.
Credit Reform Modeling and Analysis
Contract
2,803,505
2,148,668
4/3/2009
American Furniture Rentals Inc.3
Furniture Rental 1801
Interagency
Agreement
35,187
25,808
4/3/2009
The Boston Consulting Group
Management Consulting relating to the
Auto industry
Contract
4,100,195
4,099,923
4/17/2009
Bureau of Engraving and Printing
Detailees
Interagency
Agreement
45,822
45,822
4/17/2009
Herman Miller, Inc.
Aeron Chairs
Contract
53,799
53,799
4/21/2009
AllianceBernstein LP
Asset Management Services
Financial Agent
33,288,445
29,701,389
4/21/2009
FSI Group, LLC
Asset Management Services
Financial Agent
18,016,838
16,194,442
4/21/2009
Piedmont Investment Advisors, LLC
Asset Management Services
Financial Agent
8,522,375
7,691,686
Detailees
Interagency
Agreement
—
—
4/30/2009
Department of State
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OFS SERVICE CONTRACTS
(continued)
Obligated
Value
Expended
Value
Interagency
Agreement
$48,422
$48,422
“Making Home Affordable” Logo search
Interagency
Agreement
325
325
Knowledgebank Inc.2
Executive Search and recruiting Services
—
Chief Homeownership Officer
Contract
124,340
124,340
5/15/2009
Phacil, Inc.
Freedom of Information Act (FOIA) Analysts
to support the Disclosure Services, Privacy Contract
and Treasury Records
90,301
90,304
5/20/2009
Securities and Exchange Commission Detailees
Interagency
Agreement
430,000
430,000
5/22/2009
Department of Justice — ATF
Detailees
Interagency
Agreement
243,778
243,778
5/26/2009
Anderson, McCoy & Orta
Legal services for work under Treasury’s
Public Private Investment Funds (PPIF)
program
Contract
4,068,834
2,287,423
5/26/2009
Legal services for work under Treasury’s
Simpson Thacher & Bartlett MNP LLP Public Private Investment Funds (PPIF)
program
Contract
7,849,026
3,511,374
6/9/2009
Financial Management Services
Gartner, Inc.
Interagency
Agreement
89,436
89,436
6/29/2009
Department of the Interior
Federal Consulting Group (Foresee)
Interagency
Agreement
49,000
49,000
7/17/2009
Korn/Ferry International
Executive search services for the OFS
Chief Investment Officer position
Contract
75,017
75,017
Date
Vendor
Purpose
5/5/2009
Federal Reserve Board
Detailees
5/13/2009
Department of the Treasury —
U.S. Mint
5/14/2009
Type of
Transaction
7/30/2009
Cadwalader Wickersham & Taft LLP
Restructuring Legal Services
Contract
2,049,979
1,278,696
7/30/2009
Debevoise & Plimpton LLP
Restructuring Legal Services
Contract
159,175
1,650
7/30/2009
Fox, Hefter, Swibel, Levin &
Carol, LLP
Restructuring Legal Services
Contract
84,125
26,493
8/10/2009
Department of Justice — ATF
Detailees
Interagency
Agreement
63,218
63,109
8/10/2009
National Aeronautics and Space
Administration (NASA)
Detailees
Interagency
Agreement
140,889
140,889
8/18/2009
Mercer (US) Inc.
Executive Compensation Data Subscription Contract
3,000
3,000
63,248
63,248
8/25/2009
Department of Justice — ATF
Detailees
Interagency
Agreement
9/2/2009
Knowledge Mosaic Inc.
SEC filings subscription service
Contract
5,000
5,000
9/10/2009
Equilar, Inc.
Executive Compensation Data Subscription Contract
59,990
59,990
9/11/2009
PricewaterhouseCoopers
PPIP compliance
Contract
1,995,269
1,905,073
436,054
436,054
9/18/2009
Treasury Franchise Fund
BPD
Interagency
Agreement
9/30/2009
Immixtechnology Inc.3
EnCase eDiscovery ProSuite
Interagency
Agreement
210,184
—
9/30/2009
Immixtechnology Inc.3
Guidance Inc.
Interagency
Agreement
108,000
—
9/30/2009
NNA INC.
Newspaper delivery
Contract
8,479
8,220
9/30/2009
SNL Financial LC
SNL Unlimited, a web-based
financial analytics service
Contract
260,000
260,000
11/9/2009
Department of the Treasury —
Departmental Offices
Administrative Support
Interagency
Agreement
23,682,061
17,679,061
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(continued)
Date
Vendor
Purpose
12/16/2009
Internal Revenue Service
Detailees
Type of
Transaction
Interagency
Agreement
Obligated
Value
Expended
Value
$46,202
$46,202
12/22/2009
Avondale Investments LLC
Asset Management Services
Financial Agent
772,657
772,657
12/22/2009
Bell Rock Capital, LLC
Asset Management Services
Financial Agent
1,535,000
1,178,559
12/22/2009
Howe Barnes Hoefer & Arnett, Inc.
Asset Management Services
Financial Agent
2,856,438
1,957,883
Hughes Hubbard & Reed LLP
Document Production services and
Litigation Support
Contract
1,097,205
811,051
12/22/2009
12/22/2009
KBW Asset Management, Inc.
Asset Management Services
Financial Agent
4,937,433
4,937,433
12/22/2009
Lombardia Capital Partners, LLC
Asset Management Services
Financial Agent
2,450,000
1,909,605
12/22/2009
Paradigm Asset Management
Co., LLC
Asset Management Services
Financial Agent
2,387,250
1,903,935
1/14/2010
US Government Accountability Office
IAA - GAO required by P.L.110-343 to
conduct certain activities related to TARP
Interagency
Agreement
7,304,722
7,304,722
1/15/2010
Association of Government
Accountants
CEAR Program Application
Contract
5,000
5,000
2/16/2010
Internal Revenue Service
Detailees
Interagency
Agreement
52,742
52,742
2/16/2010
The MITRE Corporation
FNMA IR2 assessment — OFS task order
on Treasury MITRE Contract
Contract
777,604
726,465
2/18/2010
Treasury Franchise Fund
BPD
Interagency
Agreement
1,221,140
1,221,140
3/8/2010
Qualx Corporation
FOIA Support Services
Contract
549,518
482,937
3/12/2010
Department of the Treasury —
Departmental Offices
Administrative Support
Interagency
Agreement
671,731
671,731
3/22/2010
Gartner, Inc.
Financial Management Services
Interagency
Agreement
73,750
73,750
3/26/2010
Federal Maritime Commission
Detailees
Interagency
Agreement
159,141
159,141
3/29/2010
Morgan Stanley
Disposition Agent Services
Financial Agent
16,685,290
16,685,290
4,797,556
4,797,556
4/2/2010
Financial Clerk U.S. Senate
Congressional Oversight Panel
Interagency
Agreement
4/8/2010
Squire, Sanders & Dempsey LLP
Housing Legal Services
Contract
1,229,350
837,992
4/12/2010
Hewitt EnnisKunpp, Inc.
Investment Consulting Services
Contract
3,037,100
1,082,000
4/22/2010
Digital Management Inc.
Data and Document Management
Consulting Services
Contract
—
—
4/22/2010
MicroLink, LLC
Data and Document Management
Consulting Services
Contract
9,261,836
3,756,533
4/23/2010
RDA Corporation
Data and Document Management
Consulting Services
Contract
4,516,598
2,316,363
5/4/2010
Internal Revenue Service
Training — Bulux CON 120
Interagency
Agreement
1,320
1,320
5/17/2010
Lazard Fréres & Co. LLC
Transaction Structuring Services
Financial Agent
7,500,000
5,433,333
6/24/2010
Reed Elsevier Inc (dba LexisNexis)
Accurint subscription service for
one year — 4 users
Contract
8,208
8,208
6/30/2010
The George Washington University
Financial Institution Management &
Modeling — Training course (J.Talley)
Contract
5,000
5,000
7/21/2010
Navigant Consulting
Program Compliance Support Services
Contract
847,416
—
7/21/2010
Regis and Associates PC
Program Compliance Support Services
Contract
553,990
45,000
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OFS SERVICE CONTRACTS
(continued)
Date
Vendor
Purpose
Type of
Transaction
7/22/2010
Ernst & Young LLP
Program Compliance Support Services
Contract
Obligated
Value
Expended
Value
$1,329,943
$58,292
7/22/2010
PricewaterhouseCoopers
Program Compliance Support Services
Contract
—
—
7/22/2010
Schiff Hardin LLP
Housing Legal Services
Contract
537,375
97,526
7/27/2010
West Publishing Corporation
Subscription Service for 4 users
Contract
6,722
6,664
8/6/2010
Alston & Bird LLP
Omnibus procurement for legal services
Contract
1,285,416
92,548
8/6/2010
Cadwalader Wickersham & Taft LLP
Omnibus procurement for legal services
Contract
3,789,815
1,976,545
8/6/2010
Fox, Hefter, Swibel, Levin &
Carol, LLP
Omnibus procurement for legal services
Contract
181,200
61,321
8/6/2010
Haynes and Boone, LLP
Omnibus procurement for legal services
Contract
—
—
168,543
8/6/2010
Hughes Hubbard & Reed LLP
Omnibus procurement for legal services
Contract
831,484
8/6/2010
Love & Long LLP
Omnibus procurement for legal services
Contract
—
—
8/6/2010
Orrick Herrington Sutcliffe LLP
Omnibus procurement for legal services
Contract
—
—
8/6/2010
Paul, Weiss, Rifkind, Wharton &
Garrison LLP
Omnibus procurement for legal services
Contract
3,936,741
863,510
8/6/2010
Perkins Coie LLP
Omnibus procurement for legal services
Contract
—
—
8/6/2010
Seyfarth Shaw LLP
Omnibus procurement for legal services
Contract
—
—
8/6/2010
Shulman, Rogers, Gandal, Pordy &
Ecker, PA
Omnibus procurement for legal services
Contract
313,725
39,786
8/6/2010
Sullivan Cove Reign Enterprises JV
Omnibus procurement for legal services
Contract
—
—
8/6/2010
Venable LLP
Omnibus procurement for legal services
Contract
498,100
190
8/12/2010
Knowledge Mosaic Inc.
SEC filings subscription service
Contract
5,000
5,000
8/30/2010
Department of Housing and
Urban Development
Detailees
Interagency
Agreement
29,915
29,915
9/1/2010
CQ-Roll Call Inc.
One-year subscription (3 users) to the CQ
Today Breaking News & Schedules, CQ
Contract
Congressional & Financial Transcripts, CQ
Custom Email Alerts
7,500
7,500
9/17/2010
Bingham McCutchen LLP
SBA 7(a) Security Purchase Program
Contract
19,975
11,177
9/27/2010
Davis Audrey Robinette
Program Operations Support Services to
include project management, scanning
and document management and
correspondence
Contract
784,311
573,688
9/30/2010
CCH Incorporated
GSA Task Order for procurement
books — FAR, T&M, Government
Contracts Reference, World Class
Contracting
Contract
2,430
2,430
10/1/2010
Financial Clerk U.S. Senate
Congressional Oversight Panel
Interagency
Agreement
5,200,000
2,759,737
10/8/2010
Management Concepts Inc.
Training Course — CON 217
Contract
1,025
1,025
10/8/2010
Management Concepts Inc.
Training Course — CON 216
Contract
1,025
1,025
10/8/2010
Management Concepts Inc.
Training Course — CON 218
Contract
2,214
2,214
10/8/2010
Management Concepts Inc.
Training Course — 11107705
Contract
995
995
10/8/2010
Management Concepts Inc.
Training Course — Analytic Boot
Contract
1,500
1,500
10/8/2010
Management Concepts Inc.
Training Course — CON 218
Contract
2,214
2,214
10/8/2010
Management Concepts Inc.
Training Course — CON 217
Contract
1,025
1,025
10/8/2010
Management Concepts Inc.
Training Course — CON 218
Contract
2,214
2,214
10/14/2010
Hispanic Association of Colleges &
Universities
Detailees
Contract
12,975
12,975
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OFS SERVICE CONTRACTS
(continued)
Date
Vendor
Purpose
Type of
Transaction
Obligated
Value
Expended
Value
10/26/2010
US Government Accountability Office
IAA - GAO required by P.L. 110-343 to
conduct certain activities related to TARP
Interagency
Agreement
$5,600,000
$2,833,828
11/8/2010
The MITRE Corporation
FNMA IR2 assessment — OFS task order
on Treasury MITRE Contract for cost and Contract
data validation services related to HAMP FA
1,007,050
343,902
11/18/2010
Greenhill & Co., Inc.
Structuring and Disposition Services
7,050,000
3,700,000
12/2/2010
Addx Corporation
Acquisition Support Services — PSD TARP
Contract
(action is an order against BPA)
768,653
404,254
12/29/2010
Reed Elsevier Inc. (dba LexisNexis)
Accurint subscription services one user
Contract
1,026
686
1/5/2011
Canon U.S.A. Inc.
Administrative Support
Interagency
Agreement
12,937
—
1/18/2011
Perella Weinberg Partners & Co.
Structuring and Disposition Services
Financial Agent
6,000,000
2,700,000
1/24/2011
Treasury Franchise Fund
BPD
Interagency
Agreement
1,092,962
818,145
1/26/2011
Association of Government
Accountants
CEAR Program Application
Contract
5,000
5,000
2/24/2011
ESI International Inc.
Mentor Program Training
(call against IRS BPA)
Contract
20,758
20,758
2/28/2011
Department of the Treasury —
Departmental Offices
Administrative Support
Interagency
Agreement
17,805,529
7,529,944
Financial Agent
3/3/2011
Equilar, Inc.
Executive Compensation Data Subscription Contract
59,995
59,995
3/10/2011
Mercer (US) Inc.
Executive Compensation Data Subscription Contract
3,600
—
3/22/2011
Harrison Scott Publications, Inc.
Subscription Service
Contract
5,894
—
3/28/2011
Fox News Network LLC
Litigation Settlement
Interagency
Agreement
121,000
121,000
4/20/2011
Federal Reserve Bank of New York
(FRBNY) HR
Oversight Services
IAA Listing
1,300,000
255,584
4/26/2011
PricewaterhouseCoopers LLP
Financial Services Omnibus
Contract Listing
50,000
—
7
4/27/2011
ASR Analytics, LLC
Financial Services Omnibus
Contract Listing
50,000
—
4/27/2011
Ernst & Young, LLP
Financial Services Omnibus
Contract Listing
50,000
—
4/27/2011
FI Consulting, Inc.
Financial Services Omnibus
Contract Listing
50,000
—
4/27/2011
Lani Eko & Company CPAs LLC
Financial Services Omnibus
Contract Listing
50,000
—
4/27/2011
MorganFranklin, Corporation
Financial Services Omnibus
Contract Listing
50,000
—
29,865
4/27/2011
Oculus Group, Inc.
Financial Services Omnibus
Contract Listing
1,344,568
4/28/2011
Booz Allen Hamilton, Inc.
Financial Services Omnibus
Contract Listing
50,000
—
4/28/2011
KPMG, LLP
Financial Services Omnibus
Contract Listing
50,000
—
4/28/2011
Office of Personnel Management
(OPM) - Western Management
Development Center
Leadership Training
IAA Listing
21,300
—
5/9/2011
Addx Corporation
Acquisition Support Services - Acquisition
planning and contract/agreement reporting Contract Listing
support (action is an order against BPA)
28,792
—
5/31/2011
Reed Elsevier Inc (dba Lexisnexis)
Accurint subscriptions by Lexis/Nexis for
5 users
Contract Listing
10,260
—
5/31/2011
West Publishing Corporation
Five (5) user subscriptions to CLEAR by
West Government Solutions
Contract Listing
7,515
—
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OFS SERVICE CONTRACTS
(continued)
Obligated
Value
Expended
Value
Contract Listing
$7,750
—
Anti-Fraud Protection and Monitoring
Subscription Services
Contract Listing
221,743
—
Department of the Treasury Departmental Offices
Administrative Support
IAA Listing
659,542
120,498
Judicial Watch6
Litigation related
Other Listing
1,500
1,500
Judicial Watch6
Date
Litigation related
Other Listing
2,146
2,146
Vendor
Purpose
6/9/2011
CQ-Roll Call Inc.
One year subscription to the CQ Today
Breaking
News & Schedules, CQ Congressional &
Financial
Transcripts, CQ Custom Email Alerts
6/17/2011
Winvale Group LLC
Type of
Transaction
Total
$795,232,179 $645,580,337
Notes: Numbers may not total due to rounding. At year-end, OFS validated the matrix against source documents resulting in modification of award date. At year-end, a matrix entry that included several Interagency Agreements bundled together was split up to show the individual IAAs. For IDIQ contracts, $0 is obligated if no task orders have been awarded. Table 3.2 includes all vendor contracts administered
under Federal Acquisition Regulations, inter-agency agreements and financial agency agreements entered into in support of OFS since the beginning of the program. The table does not include salary, benefits,
travel, and other non-contract related expenses.
EnnisKnupp Contract TOFS-10-D-0004, was novated to Hewitt EnnisKnupp (TOFS-10-D--0004).
Awarded by other agencies on behalf of OFS and are not administered by PSD.
Awarded by other branches within the PSD pursuant to a common Treasury service level and subject to a reimbursable agreement with OFS.
4
Thacher Profitt & Wood, Contract TOS09-014B, was novated to Sonnenschein Nath & Rosenthal (TOS09-014C).
5
McKee Nelson Contract, TOFS-09-D-0005, was novated to Bingham McCutchen.
6
Judicial Watch is a payment in response to a litigation claim. No contract or agreement was issued to Judicial Watch.
7
Fox News Network LLC is a payment in response to a litigation claim. No contract or agreement was issued to Fox News Network LLC.
1
2
3
Source: Treasury, response to SIGTARP data call, 7/15/2011 and 7/21/11; Treasury call with SIGTARP, 7/22/11.
154
special inspector general I troubled asset relief program
S ec tio n 4
SIGtarp recommendations
156
special inspector general I troubled asset relief program
quarterly report to congress I july 28, 2011
One of the critical responsibilities of the Office of the Special Inspector General
for the Troubled Asset Relief Program (“SIGTARP”) is to provide recommendations
to the U.S. Department of the Treasury (“Treasury”) and other Federal agencies
managing Troubled Asset Relief Program (“TARP”) initiatives so that the various
TARP-related programs can be designed or modified to facilitate transparency and
effective oversight and to prevent fraud, waste, and abuse. SIGTARP has made
such recommendations in its quarterly reports to Congress and in many of its audit
reports. This section discusses developments with respect to SIGTARP’s prior
recommendations, including recommendations made since SIGTARP’s Quarterly
Report to Congress dated April 28, 2011 (the “April 2011 Quarterly Report”),
and, in the table at the end of this section, summarizes SIGTARP’s recommendations from past quarters and notes the extent of implementation. Appendix H:
“Correspondence” includes Treasury’s written responses to recommendations
referenced in this section.
UPDATE ON SIGTARP’S RECOMMENDATION
REGARDING THE HOME AFFORDABLE
UNEMPLOYMENT PROGRAM FORBEARANCE TERM
In light of the unusually high degree of long-term unemployment that has marked
this financial crisis, more than one year ago, in its April 2010 Quarterly Report
to Congress, SIGTARP made a recommendation that Treasury reconsider the
length of the minimum term of its unemployment forbearance program known as
the Home Affordable Unemployment Program (“UP”). As of June 30, 2011, UP
provided payment forbearance for a minimum of three months for unemployed
borrowers with the amount forborne added to the balance of the mortgage. The
basis for SIGTARP’s recommendation was a concern that UP’s three-month minimum forbearance term would not go far enough to assist the average unemployed
homeowner effectively.
The average length of unemployment at the time of SIGTARP’s recommendation, according to the Bureau of Labor Statistics, was 31.2 weeks, the longest
recorded since its measurement began in 1948. Nearly 43% of unemployed workers had been out of work for 27 weeks. Since that time, the average length of
unemployment has increased to 39.9 weeks, as reported in June 2011, with 42%
of unemployed workers out of work for 27 weeks.
SIGTARP urged Treasury to consider a longer minimum forbearance term,
which would have a broader impact and better assist the typical unemployed
borrower. Although no program will assist all unemployed borrowers, Treasury
should strive for a program that will at least assist the typical unemployed borrower. SIGTARP’s recommendation was based on its concern that large numbers
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of unemployed homeowners may still be unemployed at the end of the forbearance period, their unpaid amount will still be owed, and they will still face an
unaffordable mortgage with a principal balance that has been made higher by
the unpaid interest amounts during the forbearance period. At the time, Treasury
did not implement SIGTARP’s recommendation, stating in a letter dated May
20, 2010, that it would not increase the three-month minimum because “the
OCC [Office of the Comptroller of the Currency] does not encourage unemployment forbearance longer than three months,” and because “[i]f the forbearance
period lasts longer than six months, generally accepted accounting standards may
require a financial institution to write down the value of the loan.”
On July 7, 2011, the Administration announced that it was extending the minimum forbearance period for unemployed borrowers under the U.S. Department
of Housing and Urban Development ("HUD") programs to 12 months. In the
press release, HUD Secretary Shaun Donovan stated, “The current unemployment forbearance programs have mandatory periods that are inadequate for the
majority of unemployed borrowers. Today, 60 percent of the unemployed have
been out of work for more than three months and 45 percent have been out of
work for more than six. Providing the option for a year of forbearance will give
struggling homeowners a substantially greater chance of finding employment
before they lose their home.” The announcement also included that there would
be an increase in the minimum forbearance term under UP to 12 months, “subject to investor and regulator guidance.” Treasury has told SIGTARP that it will
implement this change sometime in the fall.
RECOMMENDATIONS REGARDING
IMPLEMENTATION OF MAKING HOME AFFORDABLE
SERVICER ASSESSMENTS
In April 2011, Treasury announced that it would start grading the 10 largest
mortgage servicers participating in the Making Home Affordable (“MHA”) program
on “key performance metrics” and would begin withholding financial incentives
for servicers receiving an unsatisfactory grade. In May 2011, Treasury shared with
SIGTARP a preliminary “servicer assessment” process based on MHA servicer
compliance. SIGTARP made two initial recommendations on the proposal (described below) that were based on promoting both the integrity of the decisionmaking process and meaningful oversight. Treasury has told SIGTARP that it is
implementing the recommendations.
The servicer assessments could serve as an important step in holding servicers
accountable for following HAMP rules and providing much-needed assistance
to struggling homeowners. However, proper implementation of the assessment
quarterly report to congress I july 28, 2011
process and the actions Treasury takes in response to unacceptable assessments
may determine whether servicers improve. On June 9, 2011, Treasury published
the first quarterly servicer assessments which showed that four of the 10 largest
servicers needed substantial improvement and the remaining six needed moderate improvement. Three of the servicers ranked poorly on a critical metric known
as “second-look” – when Treasury’s compliance agent MHA-C reviewed loans for
which the servicer did not offer the borrower a permanent modification, MHA-C
did not concur with the servicer’s determination. That is, borrowers who should
have received a permanent mortgage modification were wrongly denied. Four
servicers had an unacceptably high number of cases where in the second-look
process, MHA-C was unable to determine, based on the documentation provided,
how the servicer reached the decision that it would not offer a permanent modification. In addition, all ten servicers ranked poorly in the area of borrower income
calculation errors – a calculation described by Treasury as “a critical component
of evaluating eligibility for MHA, as well as establishing an accurate modification
payment.” Clearly, many homeowners are not getting the fair shake they deserve
from some of the largest servicers in determining who gets the benefit of a HAMP
mortgage modification. However, Treasury is only withholding incentives from
three servicers that it determined required “substantial improvement” but not for
the three servicers who ranked poorly in the second-look category. It is not clear
from the assessments how Treasury determined when a servicer required “substantial improvement,” in which incentives would be withheld, versus a rating of
“moderate improvement” for which incentives would be paid. Treasury must take
strong action, including withholding and clawing back incentives, in response to
unacceptable ratings to force meaningful change in the servicer’s treatment of
homeowners. SIGTARP’s two recommendations, along with Treasury’s responses,
are discussed below.
First, Treasury should establish detailed guidance and internal controls governing how the MHA Servicer Compliance Assessment will be conducted and
how each compliance area will be weighted.
Treasury’s preliminary ratings were based on subjective factors such as whether
the servicer identifies and communicates “appropriately” with homeowners and
whether the servicer “correctly” evaluates homeowner eligibility. Detailed objective guidelines are vital to inform MHA-C, MHA Compliance Committee members, servicers, and the public how to judge what types of activity would fall short
of appropriate or correct behavior. Detailed objective guidelines are needed to
inform them how to treat a particular servicer deficiency such as incorrect application of the Net Present Value Test, or how to weight that deficiency relative
to another, such as problematic communications with borrowers. In addition,
detailed guidelines are needed to provide instructions on how other problematic
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servicer deficiencies will be incorporated into the rating, such as extended trial
modifications that last six months or more or a low conversion rate to permanent
modifications.
Detailed objective guidelines would serve as a consistent framework for those
who are rating the servicers, and inform the servicers how they will be rated so
that they can get their activities in compliance and better serve homeowners.
In any Government program, fundamental fairness requires that similarly situated participants be treated the same. Servicer ratings should not be arbitrary.
They should be based on a fair, principled, and well-considered policy framework. However, without objective guidelines and internal controls to ensure
those guidelines are followed, Treasury leaves itself vulnerable to criticism that its
decisions are arbitrary or unfair, and risks inconsistent application of the MHA
Servicer Compliance Assessment between MHA-C and individual members of the
Compliance Committee. In addition, public assessments that show exactly where
the servicers fall short are important for transparency. Finally, subjective criteria significantly limits the ability to test whether Treasury is fairly and consistently making
decisions, and makes a comprehensive review of the decision-making process
impossible.
After SIGTARP made this recommendation, Treasury made important changes
to its servicer assessments. Each of the three categories in which servicers will be
rated now contains metrics for the ratings, including several quantitative metrics.
Treasury will use a one-to-three star rating on whether the servicer meets certain
benchmarks for those metrics. The addition of quantitative metrics is a significant
improvement over the opaque and subjective system that Treasury initially proposed. Now the servicers and the public can see areas where servicers are falling
short (as in the categories of income calculation errors and second-look for the
June assessments). SIGTARP appreciates Treasury’s willingness to reconsider its
proposed ratings process.
However, there remain qualitative metrics to assess the servicer’s internal controls in each of the three areas. It is not clear whether Treasury issued guidelines
or criteria for rating the effectiveness of internal controls. In addition, Treasury has
told SIGTARP that “no one audit, observation, or compliance category carries more
weight than any other.” While SIGTARP appreciates the need for Treasury to have
flexibility in holding HAMP servicers accountable for following HAMP guidelines,
it is critical that in making these decisions, Treasury be consistent in its approach
and give detailed guidelines for its staff and its compliance agent. Treasury has
told SIGTARP that it is finalizing its documentation of the policies and procedures
relating to the servicer assessment process. SIGTARP will continue to monitor
Treasury’s implementation of this recommendation.
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Second, Treasury should ensure that more detail is captured by the MHA
Compliance Committee meeting minutes. At a minimum, the minutes should
include MHA-C’s proposed rating for each servicer, the committee members’
qualitative and quantitative considerations regarding each servicer’s ratings,
the votes of each committee member, the final rating for each servicer, justification for any difference in that rating with MHA-C’s proposed rating, and any
follow-up including escalation to Treasury’s Office of General Counsel or the
Assistant Secretary and the outcomes of that escalation.
Ratings for each compliance metric and underlying individual observations are
proposed by Treasury’s compliance agent but the final determination rests with
Treasury’s MHA Compliance Committee. Past MHA Compliance Committee
meeting minutes that SIGTARP reviewed were extremely limited and included
only agenda topics, discussion items, and follow-up assignments. This raises the
concern that future meeting minutes will not reflect the qualitative or quantitative
factors considered by the MHA Compliance Committee members when making determinations about servicer ratings. The minutes should adequately reflect
the rationale for the decision making, which should include the servicer actions
considered, explanations for their rating, the proposed MHA-C and final ratings
for each servicer and justification for any difference in those two ratings, and the
votes of each MHA Compliance Committee member on servicer ratings. Clear
documentation of decision making promotes consistency and accountability, and
is necessary in order to permit effective oversight. Without adequate documentation, it is impossible to know what factors the members of the MHA Compliance
Committee actually considered at the time they made their decisions and how
those factors were weighted in the final rating. In addition, it is also important that
the minutes reflect any follow-up action. This includes any referral to Treasury’s
Office of General Counsel for any default by servicers as well as any follow up decisions by the Assistant Secretary on unsatisfactory servicer ratings, and outcomes
of that escalation. Treasury has told SIGTARP that it implemented this recommendation. SIGTARP will continue to monitor Treasury’s implementation of the
recommendation.
161
*
*
*
*
*
*
*
*
2
3
4
5
6
7
8
9
Treasury should give careful consideration before agreeing
to the expansion of TALF to include MBS without a full review
of risks that may be involved and without considering certain
minimum fraud protections.
Agreements with TALF participants should include an
acknowledgment that: (1) they are subject to the oversight
of OFS-Compliance and SIGTARP, (2) with respect to any
condition imposed as part of TALF, that the party on which
the condition is imposed is required to establish internal
controls with respect to each condition, report periodically
on such compliance, and provide a certification with respect
to such compliance.
In formulating the structure of TALF, Treasury should
consider requiring, before committing TARP funds to the
program, that certain minimum underwriting standards and/
or other fraud prevention mechanisms be put in place with
respect to the ABS and/or the assets underlying the ABS
used for collateral.
Treasury begins to develop an overall investment strategy to
address its portfolio of stocks and decide whether it intends
to exercise warrants of common stock.
Treasury quickly determines its going-forward valuation
methodology.
Treasury should require all TARP recipients to report on the
actual use of TARP funds.
All existing TARP agreements, as well as those governing
new transactions, should be posted on the Treasury website
as soon as possible.
Treasury should include language in new TARP agreements
to facilitate compliance and oversight. Specifically, SIGTARP
recommends that each program participant should (1)
acknowledge explicitly the jurisdiction and authority of
SIGTARP and other oversight bodies, as relevant, to oversee
compliance of the conditions contained in the agreement in
question, (2) establish internal controls with respect to that
condition, (3) report periodically to the Compliance department of the Office of Financial Stability (“OFS-Compliance”)
regarding the implementation of those controls and its compliance with the condition, and (4) provide a signed certification from an appropriate senior official to OFS-Compliance
that such report is accurate.
Treasury should include language in the automobile industry
transaction term sheet acknowledging SIGTARP’s oversight
role and expressly giving SIGTARP access to relevant documents and personnel.
(continued)
X
X
X
X
X
X
X
Implemented
X
Partially
Implemented
Note: * Indicates that Treasury considers the recommendation closed and will take no further action.
*
1
Recommendation
SIGTARP Recommendations Table
In Process
X
Not
Implemented
TBD/NA
Continued on next page.
This recommendation was implemented
with respect to CMBS, and the Federal
Reserve did not expand TALF to RMBS.
The Federal Reserve adopted mechanisms that address this recommendation.
Although Treasury has made substantial
efforts to comply with this recommendation in many of its agreements, there
have been exceptions, including in its
agreements with servicers in MHA.
Comments
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special inspector general I troubled asset relief program
*
*
*
*
*
*
*
13
14
15
16
17
18
19
X
X
X
X
X
X
X
Implemented
Partially
Implemented
Note: * Indicates that Treasury considers the recommendation closed and will take no further action.
Treasury should address the confusion and uncertainty on
executive compensation by immediately issuing the required
regulations.
All TALF modeling and decisions, whether on haircuts or any
other credit or fraud loss mechanisms, should account for
potential losses to Government interests broadly, including
TARP funds, and not just potential losses to the Federal
Reserve.
Treasury should not allow Legacy Securities PPIFs to invest
in TALF unless significant mitigating measures are included
to address these dangers.
Treasury should design a robust compliance protocol with
complete access rights to all TALF transaction participants
for itself, SIGTARP, and other relevant oversight bodies.
Treasury should require additional anti-fraud and credit
protection provisions, specific to all MBS, before participating in an expanded TALF, including minimum underwriting
standards and other fraud prevention measures.
In TALF, Treasury should require significantly higher haircuts
for all MBS, with particularly high haircuts for legacy RMBS,
or other equally effective mitigation efforts.
In TALF, Treasury should dispense with rating agency
determinations and require a security-by-security screening
for each legacy RMBS. Treasury should refuse to participate
if the program is not designed so that RMBS, whether new
or legacy, will be rejected as collateral if the loans backing
particular RMBS do not meet certain baseline underwriting
criteria or are in categories that have been proven to be
riddled with fraud, including certain undocumented subprime
residential mortgages.
Treasury and the Federal Reserve should provide to SIGTARP, for public disclosure, the identity of the borrowers
who surrender collateral in TALF.
*
12
Treasury should oppose any expansion of TALF to legacy
MBS without significant modifications to the program to
ensure a full assessment of risks associated with such an
expansion.
Treasury should formalize its valuation strategy and begin
providing values of the TARP investments to the public.
*
(continued)
11
10
Recommendation
SIGTARP Recommendations Table
In Process
X
Not
Implemented
X
X
TBD/NA
Continued on next page.
The Federal Reserve adopted mechanisms that address this recommendation with respect to CMBS, and did not
expand TALF to RMBS.
This recommendation was implemented
with respect to CMBS, and the Federal
Reserve did not expand TALF to RMBS.
The Federal Reserve announced that
RMBS were ineligible for TALF loans,
rendering this recommendation moot.
On December 1, 2010, the Federal
Reserve publicly disclosed the identities
of all TALF borrowers and that there had
been no surrender of collateral. SIGTARP
will continue to monitor disclosures if a
collateral surrender takes place.
Treasury has formalized its valuation
strategy and regularly publishes its
estimates.
This recommendation was implemented
with respect to CMBS, and the Federal
Reserve did not expand TALF to RMBS.
Comments
quarterly report to congress I july 28, 2011
163
*
*
*
*
21
22
23
24
Treasury should require servicers in MHA to submit thirdparty verified evidence that the applicant is residing in the
subject property before funding a mortgage modification.
Treasury should require most-favored-nation clauses,
PPIF managers to acknowledge that they owe Treasury a
fiduciary duty, and that each manager adopt a robust ethics
policy and compliance apparatus.
Treasury should require that all PPIF fund managers (1) have
stringent investor-screening procedures, including comprehensive “Know Your Customer” requirements at least as
rigorous as that of a commercial bank or retail brokerage
operation to prevent money laundering and the participation
of actors prone to abusing the system, and (2) be required
to provide Treasury with the identities of all the beneficial
owners of the private interests in the fund so that Treasury
can do appropriate diligence to ensure that investors in the
funds are legitimate.
Treasury should impose strict conflict-of-interest rules upon
PPIF managers across all programs that specifically address
whether and to what extent the managers can (1) invest PPIF
funds in legacy assets that they hold or manage on behalf
of themselves or their clients or (2) conduct PPIF transactions with entities in which they have invested on behalf of
themselves or others.
Treasury should require CAP participants to (1) establish an
internal control to monitor their actual use of TARP funds, (2)
provide periodic reporting on their actual use of TARP funds,
(3) certify to OFS-Compliance, under the penalty of criminal
sanction, that the report is accurate, that the same criteria
of internal controls and regular certified reports should be
applied to all conditions imposed on CAP participants, and
(4) acknowledge explicitly the jurisdiction and authority of
SIGTARP and other oversight bodies, as appropriate, to
oversee conditions contained in the agreement.
Treasury should significantly increase the staffing levels of
OFS-Compliance and ensure the timely development and
implementation of an integrated risk management and
compliance program.
(continued)
X
Implemented
X
X
X
Partially
Implemented
Note: * Indicates that Treasury considers the recommendation closed and will take no further action.
25
*
20
Recommendation
SIGTARP Recommendations Table
X
In Process
Not
Implemented
X
TBD/NA
Comments
Continued on next page.
Treasury has decided to adopt this
important SIGTARP recommendation and
stated that its program administrator
Fannie Mae conducted a pilot program
to verify owner occupancy. However, as
discussed in Section 2 of this report, the
residency requirement for HAFA transactions has been significantly loosened so
that the borrower only needs to demonstrate that he lives in the residence in the
preceding 12 months and Treasury will
not require third party verification of this
requirement.
Treasury’s agreements with PPIF managers include investor-screening procedures
such as “Know Your Customer” requirements. Treasury has agreed that it will
have access to any information in a fund
manager’s possession relating to beneficial owners. However, Treasury did not
impose an affirmative requirement that
managers obtain and maintain beneficial
owner information.
Treasury has adopted some significant
conflict-of-interest rules related to this
recommendation, but has failed to impose other significant safeguards.
Treasury closed the program with no
investments having been made, rendering
this recommendation moot.
According to Treasury, OFS-Compliance
has increased its staffing level and has
contracted with four private firms to
provide additional assistance to OFSCompliance.
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special inspector general I troubled asset relief program
*
*
*
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30
31
X
X
Implemented
X
Partially
Implemented
Note: * Indicates that Treasury considers the recommendation closed and will take no further action.
In MHA, Treasury should proactively educate homeowners
about the nature of the program, warn them about modification rescue fraudsters, and publicize that no fee is necessary to participate in the program.
In MHA, Treasury should defer payment of the $1,000 incentive to the servicer until after the homeowner has verifiably
made a minimum number of payments under the mortgage
modification program.
In MHA, Treasury should require that verifiable, third-party
information be obtained to confirm an applicant’s income
before any modification payments are made.
In MHA, Treasury should require the servicer to compare
the income reported on a mortgage modification application
with the income reported on the original loan applications.
*
28
In MHA, Treasury should require a closing-like procedure be
conducted that would include (1) a closing warning sheet
that would warn the applicant of the consequences of fraud;
(2) the notarized signature and thumbprint of each participant; (3) mandatory collection, copying, and retention of
copies of identification documents of all participants in the
transaction; (4) verbal and written warnings regarding hidden
fees and payments so that applicants are made fully aware
of them; (5) the benefits to which they are entitled under the
program (to prevent a corrupt servicer from collecting payments from the Government and not passing the full amount
of the subsidies to the homeowners); and (6) the fact that no
fee should be charged for the modification.
Additional anti-fraud protections should be adopted in MHA
to verify the identity of the participants in the transaction
and to address the potential for servicers to steal from
individuals receiving Government subsidies without applying
them for the benefit of the homeowner.
*
(continued)
27
26
Recommendation
SIGTARP Recommendations Table
X
In Process
X
X
Not
Implemented
TBD/NA
Comments
Continued on next page.
Rather than deferring payment of the
incentive until after the homeowner has
verifiably made a minimum number of
payments on its permanent modification,
Treasury will pay the incentive after the
servicer represents that the homeowner
has made three payments during the trial
period.
Treasury has rejected SIGTARP’s recommendation and does not require income
reported on the modification application
to be compared to income reported on
the original loan application.
Treasury stated that its compliance
agent Freddie Mac has developed and
implemented procedures to address this
recommendation. Treasury also stated
that its program administrator Fannie
Mae conducted a pilot program to verify
owner occupancy. Treasury has reassigned this effort to its compliance agent
Freddie Mac. SIGTARP will continue to
monitor implementation of this recommendation.
See discussion in Section 5: “SIGTARP
Recommendations” of SIGTARP’s October
2009 Quarterly Report.
quarterly report to congress I july 28, 2011
165
*
37
X
Implemented
X
Partially
Implemented
Note: * Indicates that Treasury considers the recommendation closed and will take no further action.
Treasury should require PPIF managers to disclose to Treasury, as part of the Watch List process, not only information
about holdings in eligible assets but also holdings in related
assets or exposures to related liabilities.
The conditions that give Treasury “cause” to remove a
PPIF manager should be expanded to include a manager’s
performance below a certain standard benchmark, or if
Treasury concludes that the manager has materially violated
compliance or ethical rules.
*
Treasury should periodically disclose PPIF trading activity
and require PPIF managers to disclose to SIGTARP, within
seven days of the close of the quarter, all trading activity,
holdings, and valuations so that SIGTARP may disclose
such information, subject to reasonable protections, in its
quarterly reports.
36
*
34
Treasury should require the imposition of strict information
barriers or “walls” between the PPIF managers making
investment decisions on behalf of the PPIF and those
employees of the fund management company who manage
non-PPIF funds.
Treasury should define appropriate metrics and an evaluation system should be put in place to monitor the effectiveness of the PPIF managers, both to ensure they are fulfilling
the terms of their agreements and to measure performance.
*
33
In MHA, Treasury should require its agents to keep track of
the names and identifying information for each participant in
each mortgage modification transaction and to maintain a
database of such information.
(continued)
35
*
32
Recommendation
SIGTARP Recommendations Table
In Process
X
X
X
X
Not
Implemented
TBD/NA
Continued on next page.
Treasury has refused to adopt this recommendation, relying solely on Treasury’s
right to end the investment period after
12 months. During this time the PPIF
manager’s performance may continue
to fall below a standard benchmark,
potentially putting significant Government
funds at risk.
Despite that there has been twenty-one
months of trading by the PPIFs, Treasury
still has not specified a benchmark by
which performance of a PPIF can be measured. Treasury stated that its contractor
Ennis Knupp has identified a subcontractor that will assist with providing analytics
and metrics on the PPIF portfolio. SIGTARP will continue to monitor Treasury’s
progress in this area.
Treasury has committed to publish on a
quarterly basis certain high-level information about aggregated purchases by the
PPIFs, but not within seven days of the
close of the quarter. Treasury has not
committed to providing full transparency
to show where public dollars are invested
by requiring periodic disclosure of every
trade in the PPIFs.
Treasury has refused to adopt this significant anti-fraud measure designed to prevent conflicts of interest. This represents
a material deficiency in the program.
While Treasury’s program administrator, Fannie Mae, has developed a HAMP
system of record that maintains the
servicers’ and investors’ names and
participating borrowers’ personally
identifiable information, such as names
and addresses, the database is not
constructed to maintain other information
that may assist in detecting insiders who
are committing large-scale fraud.
Comments
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special inspector general I troubled asset relief program
*
*
*
*
*
40
41
42
43
44
Treasury should rectify the confusion that its own statements have caused for HAMP by prominently disclosing
its goals and estimates (updated over time, as necessary)
of how many homeowners the program will help through
permanent modifications and report monthly on its progress
toward meeting that goal.
Treasury should establish policies to guide decision making
in determining whether it is appropriate to defer to another
agency when making TARP programming decisions where
more than one Federal agency is involved.
Treasury should establish policies to guide any similar
future decisions to take a substantial ownership position in
financial institutions that would require an advance review
so that Treasury can be reasonably aware of the obligations
and challenges facing such institutions.
The Secretary of the Treasury should direct the Special
Master to work with FRBNY officials in understanding AIG
compensation programs and retention challenges before
developing future compensation decisions that may affect
both institutions’ ability to get repaid by AIG for Federal assistance provided.
Treasury should improve existing control systems to document the occurrence and nature of external phone calls and
in-person meetings about actual and potential recipients of
funding under the CPP and other similar TARP-assistance
programs to which they may be part of the decision making.
X
X
X
X
Implemented
X
Partially
Implemented
Note: * Indicates that Treasury considers the recommendation closed and will take no further action.
45
Treasury and FRBNY should (1) examine Moody’s assertions
that some credit rating agencies are using lower standards
to give a potential TALF security the necessary AAA rating
and (2) develop mechanisms to ensure that acceptance of
collateral in TALF is not unduly influenced by the improper
incentives to overrate that exist among the credit agencies.
*
39
Treasury should more explicitly document the vote of each
Investment Committee member for all decisions related to
the investment of TARP funds.
Treasury should require PPIF managers to obtain and
maintain information about the beneficial ownership of all of
the private equity interests, and Treasury should have the
unilateral ability to prohibit participation of private equity
investors.
(continued)
38
Recommendation
SIGTARP Recommendations Table
In Process
X
X
Not
Implemented
X
TBD/NA
Comments
Continued on next page.
Despite SIGTARP’s repeated highlighting
of this essential transparency and effectiveness measure, Treasury has refused
to disclose clear and relevant goals and
estimates for the program.
Treasury has agreed to work closely with
other Federal agencies that are involved
in TARP.
Treasury stated that it does not anticipate
taking a substantial percentage ownership position in any other financial institution pursuant to EESA.
Treasury and the Federal Reserve have
discussed concerns about potential overrating or rating shopping with the rating
agencies, and have agreed to continue to
develop and enhance risk management
tools and processes, where appropriate.
Treasury has agreed that it can have
access to any information in a fund manager’s possession relating to beneficial
owners. However, Treasury is not making
an affirmative requirement that managers obtain and maintain beneficial owner
information. Treasury will not adopt the
recommendation to give itself unilateral
ability to deny access to or remove an
investor, stating that such a right would
deter participation.
quarterly report to congress I july 28, 2011
167
Treasury should undertake a sustained public service
campaign as soon as possible, both to reach additional borrowers who could benefit from the program and to arm the
public with complete, accurate information – this will help to
avoid confusion and delay, and prevent fraud and abuse.
Treasury should reconsider its position that allows servicers
to substitute alternative forms of income verification based
on subjective determinations by the servicer.
Treasury should re-examine HAMP’s structure to ensure that
it is adequately minimizing the risk of re-default stemming
from non-mortgage debt, second liens, partial interest rate
resets after the five-year modifications end, and from many
borrowers being underwater.
Treasury should institute careful screening before putting
additional capital through CDCI into an institution with insufficient capital to ensure that the TARP matching funds are not
flowing into an institution that is on the verge of failure.
Treasury should develop a robust procedure to audit and
verify the bona fides of any purported capital raise in CDCI
and to establish adequate controls to verify the source,
amount and closing of all claimed private investments.
Treasury should revise CDCI terms to clarify that Treasury
inspection and copy rights continue until the entire CDCI
investment is terminated. Additionally, consistent with
recommendations made in connection with other TARP
programs, the terms should be revised to provide expressly
that SIGTARP shall have access to the CDFI’s records equal
to that of Treasury.
Treasury should consider more frequent surveys of a CDCI
participant’s use of TARP funds than annually as currently
contemplated. Quarterly surveys would more effectively
emphasize the purpose of CDCI.
Treasury should ensure that more detail is captured by the
Warrant Committee meeting minutes. At a minimum, the
minutes should include the members’ qualitative considerations regarding the reasons bids were accepted or rejected
within fair market value ranges.
47
48
49
50
51
52
53
54
X
X
X
X
X
Implemented
X
X
Partially
Implemented
Note: * Indicates that Treasury considers the recommendation closed and will take no further action.
Treasury should develop other performance metrics and
publicly report against them to measure over time the implementation and success of HAMP. For example, Treasury
could set goals and publicly report against those goals for
servicer processing times, modifications as a proportion of
a servicer’s loans in default, modifications as a proportion
of foreclosures generally, rates of how many borrowers fall
out of the program prior to permanent modification, and
re-default rates.
(continued)
46
Recommendation
SIGTARP Recommendations Table
In Process
X
X
Not
Implemented
TBD/NA
Comments
Continued on next page.
Treasury has indicated that it has implemented this recommendation. Although
the detail of the minutes has improved,
Treasury is still not identifying how each
member of the committee casts his or
her vote.
Treasury has stated that it has implemented this recommendation. SIGTARP
will examine Treasury’s implementation of
the recommendation.
Treasury has stated that it has implemented this recommendation. SIGTARP
will examine Treasury’s implementation of
the recommendation.
Treasury has adopted some programs to
assist underwater mortgages to address
concerns of negative equity but has not
addressed other factors contained in this
recommendation.
Although Treasury has increased its
reporting of servicer performance, it has
not identified goals for each metric and
measured performance against those
goals.
168
special inspector general I troubled asset relief program
*
*
57
58
Implemented
X
X
X
X
Partially
Implemented
Note: * Indicates that Treasury considers the recommendation closed and will take no further action.
Treasury should adopt a uniform appraisal process across
all HAMP and HAMP-related short-sale and principal reduction programs consistent with FHA’s procedures.
Treasury should re-evaluate the voluntary nature of its
principal reduction program and, irrespective of whether it
is discretionary or mandatory, consider changes to better
maximize its effectiveness, ensure to the greatest extent
possible the consistent treatment of similarly situated borrowers, and address potential conflict of interest issues.
60
61
For each HAMP-related program and subprogram, Treasury
should publish the anticipated costs and expected participation in each and that, after each program is launched, it
report monthly as to the program’s performance against
these expectations.
Treasury should develop guidelines that apply consistently
across TARP participants for when a violation is sufficiently
material to merit reporting, or in the alternative require that
all violations be reported.
59
*
Treasury should develop and follow guidelines and internal
controls concerning how warrant repurchase negotiations
will be pursued, including the degree and nature of information to be shared with repurchasing institutions concerning
Treasury’s valuation of the warrants.
*
56
Treasury should promptly take steps to verify TARP participants’ conformance to their obligations, not only by ensuring
that they have adequate compliance procedures but also by
independently testing participants’ compliance.
Treasury should document in detail the substance of all communications with recipients concerning warrant repurchases.
(continued)
55
Recommendation
SIGTARP Recommendations Table
In Process
X
X
Not
Implemented
X
TBD/NA
Continued on next page.
Treasury plans to maintain the voluntary nature of the program, providing
an explanation that on its face seems
unpersuasive to SIGTARP. SIGTARP will
continue to monitor performance.
Treasury has provided anticipated costs,
but not expected participation.
Treasury states that it has developed
guidance and provided that guidance to
the exceptional assistance participants
remaining in TARP as of June 30, 2011.
Treasury has not addressed other factors
contained in this recommendation, citing
its belief that materiality should be subject to a fact and circumstances review.
Although Treasury largely continues to
rely on self-reporting, stating that it only
plans to conduct testing where they have
particular concerns as to a TARP recipient’s compliance procedures or testing
results, it has conducted independent
testing of compliance obligations during
some compliance reviews.
Treasury has adopted procedures
designed to address this recommendation, including a policy to discuss only
warrant valuation inputs and methodologies prior to receiving a bid, generally
to limit discussion to valuation ranges
after receiving approval from the Warrant
Committee, and to note the provision of
any added information in the Committee
minutes. However, Treasury believes that
its existing internal controls are sufficient
to ensure adequate consistency in the
negotiation process.
Treasury has agreed to document the
dates, participants, and subject line of
calls. It has refused to document the
substance of such conversations.
Comments
quarterly report to congress I july 28, 2011
169
Treasury should take steps to prevent institutions that are
refinancing into the SBLF from CPP from securing windfall
dividend reductions without any relevant increase in lending.
Treasury, as part of its due diligence concerning any
proposed restructuring, recapitalization, or sale of its CPP
investment to a third party, should provide to SIGTARP the
identity of the CPP institution and the details of the proposed
transaction.
66
67
X
X
X
Implemented
Partially
Implemented
Note: * Indicates that Treasury considers the recommendation closed and will take no further action.
When Treasury conducts the new analysis of an institution’s
health and viability, the existing CPP preferred shares should
not be counted as part of the institution’s capital base.
65
*
When Treasury considers whether to accept an existing CPP
participant into SBLF, because conditions for many of the
relevant institutions have changed dramatically since they
were approved for CPP, Treasury and the bank regulators
should conduct a new analysis of whether the applying institution is sufficiently healthy and viable to warrant participation in SBLF.
64
Treasury should reconsider the length of the minimum term
of HAMP’s unemployment forbearance program.
Treasury should launch a broad-based information campaign,
including public service announcements in target markets
that focus on warnings about potential fraud, and include
conspicuous fraud warnings whenever it makes broad public
announcements about the program.
*
(continued)
63
62
Recommendation
SIGTARP Recommendations Table
X
In Process
X
X
Not
Implemented
TBD/NA
Continued on next page.
Treasury has adopted this recommendation, allowing SIGTARP to share information about relevant investigations, on a
strictly confidential basis, with certain
Treasury personnel so that Treasury can
be better informed before engaging in
such transactions.
Treasury has refused to adopt this recommendation, suggesting that its adoption
would subvert the will of Congress and
that SIGTARP’s recommendation “may
not be helpful” because “it is unclear that
using this statutorily mandated baseline
will lead to anomalies.”
Treasury has refused to adopt this
recommendation, citing its belief that
current CPP participants may be unfairly
disadvantaged in their SBLF applications
if their existing CPP investments are not
counted as part of their capital base, and
that SBLF “already provides substantial hurdles that CPP recipients must
overcome” that do not apply to other
applicants.
Treasury has indicated that it “generally
agrees with and is implementing this recommendation.” SIGTARP will continue to
monitor Treasury’s progress in this area.
See discussion in this section.
Comments
170
special inspector general I troubled asset relief program
*
*
*
*
*
69
70
71
72
73
Treasury should establish detailed guidance and internal
controls governing how the MHA Servicer Compliance Assessment will be conducted and how each compliance area
will be weighted.
OFS should review previously paid legal fee bills to identify
unreasonable or unallowable charges, and seek reimbursement for those charges, as appropriate.
OFS should adopt the legal fee bill review standards and procedures contained in the FDIC’s Outside Counsel Deskbook,
or establish similarly specific instructions and guidance
for OFS COTRs to use when reviewing legal fee bills, and
incorporate those instructions and guidance into OFS written
policies.
OFS should include in its open legal service contracts
detailed requirements for law firms on the preparation and
submission of legal fee bills, or separately provide the
instructions to law firms and modify its open contracts, making application of the instructions mandatory.
OFS should adopt the legal fee bill submission standards
contained in the FDIC’s Outside Counsel Deskbook, or establish similarly detailed requirements for how law firms should
prepare legal fee bills and describe specific work performed
in the bills, and which costs and fees are allowable and
unallowable.
When a CPP participant refinances into SBLF and seeks additional taxpayer funds, Treasury should provide to SIGTARP
the identity of the institution and details of the proposed
additional SBLF investment.
(continued)
X
X
Implemented
Partially
Implemented
Note: * Indicates that Treasury considers the recommendation closed and will take no further action.
*
68
Recommendation
SIGTARP Recommendations Table
X
X
X
X
In Process
Not
Implemented
TBD/NA
Comments
Continued on next page.
See discussion in this section.
Treasury told SIGTARP that each OFS
legal services contract will be reviewed
for questionable invoice amounts, and
OFS intends to seek additional support or
remittance, as appropriate.
Treasury told SIGTARP that OFS has held
training on its newly adopted guidance
prescribing how legal fee bills should be
prepared with OFS COTRs and other staff
involved in the review of legal fee bills,
and that the OFS COTRs will begin reviewing invoices in accordance with its new
guidance for periods starting with March
2011. Treasury also stated that OFS will
work to incorporate relevant portions of
its training on the new legal fee bill review
standards into written procedures.
Treasury told SIGTARP that OFS has
distributed its new guidance to all law
firms currently under contract to OFS.
Treasury further stated that OFS will work
with Treasury’s Procurement Services Division to begin modifying base contracts
for OFS legal services to include those
standards as well.
Treasury told SIGTARP that OFS has
created new guidance using the FDIC’s
Outside Counsel Deskbook and other
resources.
Treasury has adopted this recommendation, allowing SIGTARP to share information about relevant investigations, on a
strictly confidential basis, with certain
Treasury personnel so that Treasury can
be better informed before acting on the
application.
quarterly report to congress I july 28, 2011
171
*
Treasury should ensure that more detail is captured by the
MHA Compliance Committee meeting minutes. At a minimum, the minutes should include MHA-C’s proposed rating
for each servicer, the committee members’ qualitative and
quantitative considerations regarding each servicer’s ratings, the votes of each committee member, the final rating
for each servicer, justification for any difference in that rating with MHA-C’s proposed rating, and any follow-up including escalation to Treasury’s Office of General Counsel or the
Assistant Secretary and the outcomes of that escalation.
(continued)
Implemented
Partially
Implemented
Note: *Indicates that Treasury considers the recommendation closed and will take no further action.
74
Recommendation
SIGTARP Recommendations Table
X
In Process
Not
Implemented
TBD/NA
See discussion in this section.
Comments
172
special inspector general I troubled asset relief program
quarterly report to congress I july 28, 2011
1. Treasury, Transactions Report, 7/1/2011, www.treasury.gov/initiatives/financial-stability/briefing-room/reports/tarp-transactions/DocumentsTARPTransactions/7-1-11%20Transactions%20Report%20as%20of%206-30-11_INVESTMENT.pdf, accessed 7/14/2011; Treasury, response to
SIGTARP data call, 7/8/2011; Treasury response to SIGTARP data call, 7/14/2011.
2.
Emergency Economic Stabilization Act of 2008, P.L. 110-343, 10/3/2008, p. 1.
3.
Emergency Economic Stabilization Act of 2008, P.L. 110-343, 10/3/2008, pp. 2, 16.
4.
Treasury Press Release, “Treasury Department Releases Text of Letter from Secretary Geithner to Hill Leadership on Administration’s Exit
Strategy for TARP,” 12/9/2009, www.treasury.gov/press-center/press-releases/Pages/tg433.aspx, accessed 7/14/2011.
5.
Emergency Economic Stabilization Act of 2008, P.L. 110-343, 10/3/2008, p. 9.
6.
Dodd-Frank Wall Street Reform and Consumer Protection Act, P.L. 111-203, 7/21/2010, pp. 1, 759.
7.
CBO, “Director’s Blog: Troubled Asset Relief Program,” 4/17/2009, cboblog.cbo.gov/?p=231, accessed 5/31/2011; CBO, “The Troubled Asset
Relief Program: Report on Transactions Through June 17, 2009,” 6/2009, www.cbo.gov/ftpdocs/100xx/doc10056/06-29-TARP.pdf, accessed
5/31/2011; OMB, “Analytical Perspectives: Budget of the U.S. Government – Fiscal Year 2011,” 2/1/2010, www.gpoaccess.gov/usbudget/fy11/
pdf/spec.pdf, accessed 5/31/2011.
8.
OMB, “Analytical Perspectives: Budget of the U.S. Government – Fiscal Year 2012,” 2/14/2011, www.gpoaccess.gov/usbudget/fy12/pdf/
BUDGET-2012-PER.pdf, accessed 6/27/2011.
9. Treasury, Section 105(a) Report, 7/11/2011, www.treasury.gov/initiatives/financial-stability/briefing-room/reports/105/Documents105/June%20
105(a)%20Report.pdf, accessed 7/15/2011.
10. Treasury, Section 105(a) Report, 7/11/2011, www.treasury.gov/initiatives/financial-stability/briefing-room/reports/105/Documents105/June%20
105(a)%20Report.pdf, accessed 7/14/2011.
11. CBO, “Report on the Troubled Asset Relief Program — March 2011,” 3/2011, www.cbo.gov/ftpdocs/121xx/doc12118/03-29-TARP.pdf, accessed
7/20/2011.
12. CBO, “Report on the Troubled Asset Relief Program — March 2011,” 3/2011, www.cbo.gov/ftpdocs/121xx/doc12118/03-29-TARP.pdf, accessed
7/20/2011.
13. Treasury, Section 105(a) Report, 7/11/2011, www.treasury.gov/initiatives/financial-stability/briefing-room/reports/105/Documents105/June%20
105(a)%20Report.pdf, accessed 7/14/2011.
14. CBO, “Report on the Troubled Asset Relief Program — March 2011,” 3/2011, www.cbo.gov/ftpdocs/121xx/doc12118/03-29-TARP.pdf, accessed
7/20/2011; OMB, “Analytical Perspectives: Budget of the U.S. Government – Fiscal Year 2012,” 2/14/2011, www.gpoaccess.gov/usbudget/fy12/
pdf/BUDGET-2012-PER.pdf, accessed 6/27/2011; Treasury, Section 105(a) Report, 7/11/2011, www.treasury.gov/initiatives/financial-stability/
briefing-room/reports/105/Documents105/June%20105(a)%20Report.pdf, accessed 7/14/2011.
15. Treasury, Section 105(a) Report, 8/10/2010, www.treasury.gov/initiatives/financial-stability/briefing-room/reports/105/Documents105/July%20
2010%20105(a)%20Report_Final.pdf, accessed 7/20/2011; Helping Families Save Their Homes Act of 2009, P.L. 111-022, 5/20/2009, p. 12.
16. Treasury, Section 105(a) Report, 8/10/2010, www.treasury.gov/initiatives/financial-stability/briefing-room/reports/105/Documents105/July%20
2010%20105(a)%20Report_Final.pdf, accessed 7/20/2011; Helping Families Save Their Homes Act of 2009, P.L. 111-022, 5/20/2009, p. 12.
17. Treasury, response to SIGTARP data call, 7/8/2011.
18. Treasury, Transactions Report, 7/1/2011, www.treasury.gov/initiatives/financial-stability/briefing-room/reports/tarp-transactions/
DocumentsTARPTransactions/7-1-11%20Transactions%20Report%20as%20of%206-30-11_INVESTMENT.pdf, accessed 7/14/2011.
19. Treasury, Transactions Report, 7/1/2011, www.treasury.gov/initiatives/financial-stability/briefing-room/reports/tarp-transactions/
DocumentsTARPTransactions/7-1-11%20Transactions%20Report%20as%20of%206-30-11_INVESTMENT.pdf, accessed 7/14/2011; Treasury,
response to SIGTARP data call, 7/8/2011.
20. Treasury, Transactions Report, 7/1/2011, www.treasury.gov/initiatives/financial-stability/briefing-room/reports/tarp-transactions/
DocumentsTARPTransactions/7-1-11%20Transactions%20Report%20as%20of%206-30-11_INVESTMENT.pdf, accessed 7/14/2011; Treasury,
Section 105(a) Report, 7/11/2011, www.treasury.gov/initiatives/financial-stability/briefing-room/reports/105/Documents105/June%20105(a)%20
Report.pdf, accessed 7/15/2011; Treasury, Cumulative Dividends, Interest, and Distributions Report, 7/11/2011, www.treasury.gov/initiatives/
financial-stability/briefing-room/Pages/briefing-room.aspx , accessed 7/14/2011;Treasury, response to SIGTARP data call, 10/18/2010.
21. Treasury, Transactions Report, 7/1/2011, www.treasury.gov/initiatives/financial-stability/briefing-room/reports/tarp-transactions/
DocumentsTARPTransactions/7-1-11%20Transactions%20Report%20as%20of%206-30-11_INVESTMENT.pdf, accessed 7/14/2011; Treasury,
response to SIGTARP data call, 7/8/2011.
22. Treasury, response to SIGTARP data call, 7/8/2011.
23. Treasury Press Release, “Relief for Responsible Homeowners One Step Closer Under New Treasury Guidelines,” 3/4/2009, www.treasury.gov/
press-center/press-releases/Pages/tg48.aspx, accessed 7/20/2011.
24. Treasury, “Office of Financial Stability Agency Financial Report — Fiscal Year 2010,” 11/15/2010, www.treasury.gov/initiatives/financial-stability/
briefing-room/reports/agency_reports/Documents/2010%20OFS%20AFR%20Nov%2015.pdf, accessed 7/20/2011.
25. Treasury, “Home Affordable Modification Program — Overview,” no date, www.hmpadmin.com/portal/programs/hamp.jsp, accessed 6/29/2011.
26. Treasury, “Office of Financial Stability: Agency Financial Report — Fiscal Year 2010,” 11/15/2010, www.treasury.gov/initiatives/financialstability/briefing-room/reports/agency_reports/Documents/2010%20OFS%20AFR%20Nov%2015.pdf, accessed 7/20/2011.
27. Treasury, response to SIGTARP data call, 7/8/2011.
28. Treasury, response to SIGTARP data call, 7/22/2011.
29. Treasury, response to SIGTARP data call, 7/22/2011.
30. Treasury, “Housing Finance Agency Innovation Fund for the Hardest Hit Housing Markets,” 3/5/2010, http://homeaffordablemodification.net/
making-home-affordable-programs/housing-finance-agency-innovation-fund/, accessed 7/22/2011.
31. Treasury, Transactions Report, 7/1/2011, www.treasury.gov/initiatives/financial-stability/briefing-room/reports/tarp-transactions/
DocumentsTARPTransactions/7-1-11%20Transactions%20Report%20as%20of%206-30-11_INVESTMENT.pdf, accessed 7/14/2011; Treasury,
“Update to the HFA Hardest Hit Fund Frequently Asked Questions,” 3/29/2010, www.treasury.gov/initiatives/financial-stability/housingprograms/hhf/Documents/Hardest20Hit20public20QA20020292010.pdf, accessed 7/22/2011; Treasury, “Housing Finance Agency Innovation
Fund for the Hardest Hit Housing Markets,” 3/5/2010, www.azhousing.gov/azcms/uploads/PRESS%20ROOM/HFA%20FAQs.pdf, accessed
173
174
special inspector general I troubled asset relief program
7/12/2010; Treasury Press Release, “Obama Administration Announces Additional Support for Targeted Foreclosure-Prevention Programs to
Help Homeowners Struggling with Unemployment,” 8/11/2010, nationalhomeadvocacygroup.com/index.php?option=com_content&view=article
&id=56&Itemid=70, accessed 1/17/2011.
32. Treasury, response to SIGTARP data call, 7/8/2011.
33. Treasury, response to SIGTARP data call, 7/8/2011.
34. Treasury, response to SIGTARP data call, 7/22/2011.
35. Emergency Economic Stabilization Act of 2008, P.L. 110-343, 10/3/2008, p. 3.
36. Treasury, “Factsheet on Capital Purchase Program,” 3/17/2009, www.treasury.gov/initiatives/financial-stability/programs/investment-programs/
cpp/Pages/capitalpurchaseprogram.aspx, accessed 7/20/2011.
37. Treasury, “Factsheet on Capital Purchase Program,” 3/17/2009, www.treasury.gov/initiatives/financial-stability/programs/investment-programs/
cpp/Pages/capitalpurchaseprogram.aspx, accessed 7/20/2011.
38. Treasury, Transactions Report, 7/1/2011, www.treasury.gov/initiatives/financial-stability/briefing-room/reports/tarp-transactions/
DocumentsTARPTransactions/7-1-11%20Transactions%20Report%20as%20of%206-30-11_INVESTMENT.pdf, accessed 7/14/2011.
39. Treasury, Transactions Report, 7/1/2011, www.treasury.gov/initiatives/financial-stability/briefing-room/reports/tarp-transactions/
DocumentsTARPTransactions/7-1-11%20Transactions%20Report%20as%20of%206-30-11_INVESTMENT.pdf, accessed 7/14/2011.
40. Treasury Press Release, “Treasury Department Releases Text of Letter from Secretary Geithner to Hill Leadership on Administration’s Exit
Strategy for TARP,” 12/9/2009, www.treasury.gov/press-center/press-releases/Pages/tg433.aspx, accessed 7/20/2011; for date CPP was closed,
see last investment date in Treasury, Transactions Report, 7/1/2011, www.treasury.gov/initiatives/financial-stability/briefing-room/reports/
tarp-transactions/DocumentsTARPTransactions/7-1-11%20Transactions%20Report%20as%20of%206-30-11_INVESTMENT.pdf, accessed
7/14/2011.
41. Treasury, response to SIGTARP draft report, 10/8/2010.
42. Treasury, “Frequently Asked Questions,” no date, www.treasury.gov/resource-center/faqs/Pages/default.aspx, accessed 7/20/2011.
43. Treasury, Transactions Report, 7/1/2011, www.treasury.gov/initiatives/financial-stability/briefing-room/reports/tarp-transactions/
DocumentsTARPTransactions/7-1-11%20Transactions%20Report%20as%20of%206-30-11_INVESTMENT.pdf, accessed 7/14/2011.
44. Treasury, Transactions Report, 7/1/2011, www.treasury.gov/initiatives/financial-stability/briefing-room/reports/tarp-transactions/
DocumentsTARPTransactions/7-1-11%20Transactions%20Report%20as%20of%206-30-11_INVESTMENT.pdf, accessed 7/14/2011.
45. Small Business Jobs Act, P.L. 111-240, 9/27/2010, pp. 1, 80, 83.
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47. Treasury, “Resource Center — Small Business Lending Fund,” 12/20/2010, www.treasury.gov/resource-center/sb-programs/Pages/SmallBusiness-Lending-Fund.aspx, accessed 7/21/2011; Treasury, “SBLF — Getting Started Guide for Community Banks,” no date, www.treasury.gov/
resource-center/sb-programs/Documents/SBLF_Getting_Started_Guide_Final.pdf, accessed 7/20/2011.
48. Small Business Jobs Act, P.L. 111-240, 9/27/2010, pp. 89, 93.
49. Treasury, response to SIGTARP data call, 7/8/2011.
50. Treasury, “Programs,” 5/7/2009, www.treasury.gov/initiatives/financial-stability/programs/Other%20Programs/AIG/Pages/default.aspx, accessed
7/20/2011.
51. Treasury, Transactions Report, 7/1/2011, www.treasury.gov/initiatives/financial-stability/briefing-room/reports/tarp-transactions/
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52. AIG, 8-K, 1/14/2010, www.sec.gov/Archives/edgar/data/5272/000095012311003061/y88987e8vk.htm, accessed 7/20/2011; Treasury Press
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tg996.aspx, accessed 7/20/2011.
53. AIG, 8-K, 1/14/2010, www.sec.gov/Archives/edgar/data/5272/000095012311003061/y88987e8vk.htm, accessed 7/20/2011.
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57. Treasury, Transactions Report, 7/1/2011, www.treasury.gov/initiatives/financial-stability/briefing-room/reports/tarp-transactions/
DocumentsTARPTransactions/7-1-11%20Transactions%20Report%20as%20of%206-30-11_INVESTMENT.pdf, accessed 7/14/2011; AIG,
424B3, 5/11/2011, www.sec.gov/Archives/edgar/data/5272/000095012311048645/y91210b7e424b3.htm, accessed 6/2/2011.
58. Treasury, “Agency Financial Report: Fiscal Year 2009,” 12/10/2009, www.treasury.gov/about/organizational-structure/offices/Mgt/Documents/
OFS%20AFR%2009_24.pdf, accessed 7/21/2011.
59. Treasury, Transactions Report, 7/1/2011, www.treasury.gov/initiatives/financial-stability/briefing-room/reports/tarp-transactions/
DocumentsTARPTransactions/7-1-11%20Transactions%20Report%20as%20of%206-30-11_INVESTMENT.pdf, accessed 7/14/2011.
60. Treasury, Transactions Report, 7/1/2011, www.treasury.gov/initiatives/financial-stability/briefing-room/reports/tarp-transactions/
DocumentsTARPTransactions/7-1-11%20Transactions%20Report%20as%20of%206-30-11_INVESTMENT.pdf, accessed 7/14/2011.
61. Treasury, Transactions Report, 7/1/2011, www.treasury.gov/initiatives/financial-stability/briefing-room/reports/tarp-transactions/
DocumentsTARPTransactions/7-1-11%20Transactions%20Report%20as%20of%206-30-11_INVESTMENT.pdf, accessed 7/14/2011.
62. Treasury, “Agency Financial Report: Fiscal Year 2009,” 12/10/2009, www.treasury.gov/about/organizational-structure/offices/Mgt/Documents/
OFS%20AFR%2009_24.pdf, accessed 7/7/2011.
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treasury.gov/press-center/press-releases/Pages/tg700.aspx, accessed 7/14/2011; Transactions Report, 11/18/2010, www.treasury.gov/initiatives/
financial-stability/briefing-room/reports/tarp-transactions/DocumentsTARPTransactions/11-18-10%20Transactions%20Report%20as%20of%20
11-16-10.pdf, accessed 7/14/2011.
658. Treasury Press Release, “Fact Sheet: Acting Special Master Issues 2011 Compensation Determinations for ‘Top 25’ Executives at Four
Companies that Received Exceptional TARP Assistance,” 4/1/2011, www.treasury.gov/press-center/press-releases/Pages/tg1126.aspx, accessed
7/14/2011.
659. Treasury Press Release, “Fact Sheet: Acting Special Master Issues 2011 Compensation Determinations for ‘Top 25’ Executives at Four
Companies that Received Exceptional TARP Assistance,” 4/1/2011, www.treasury.gov/press-center/press-releases/Pages/tg1126.aspx, accessed
7/14/2011.
660. Emergency Economic Stabilization Act of 2008, P.L. 110-343, 10/3/2008.
661. Emergency Economic Stabilization Act of 2008, P.L. 110-343, 10/3/2008.
662. Treasury, response to SIGTARP data call, 7/8/2011, 7/15/2011, 7/21/2011; Treasury, call with SIGTARP, 7/22/2011.
663. Treasury, response to SIGTARP data call, 7/8/2011, 7/15/2011, 7/21/2011; Treasury, call with SIGTARP, 7/22/2011.
664. Treasury, response to SIGTARP data call, 7/8/2011, 7/15/2011, 7/21/2011; Treasury, call with SIGTARP, 7/22/2011.
665. Treasury, response to SIGTARP data call, 7/8/2011, 7/15/2011, 7/21/2011; Treasury, call with SIGTARP, 7/22/2011.
666. Congressional Oversight Panel, “Examining Treasury’s Use of Financial Crisis Contracting Authority,” 10/14/2010, cybercemetery.unt.edu/
archive/cop/20110401233834/cop.senate.gov/reports/library/report-101410-cop.cfm, accessed 7/21/2011.
667. Emergency Economic Stabilization Act of 2008, P.L. 110-343, 10/3/2008.
glossary I Appendix A I july 28, 2011
glossary
This appendix provides a glossary of terms that are used in the context of this report.
7(a) Loan Program: SBA loan program guaranteeing a
percentage of loans for small businesses that cannot otherwise obtain conventional loans at reasonable terms.
504 Community Development Loan Program: SBA
program combining Government-guaranteed loans with
private-sector mortgages to provide loans of up to $10 million
for community development.
Asset-Backed Securities (“ABS”): Bonds backed by a
portfolio of consumer or corporate loans, e.g., credit card,
auto, or small-business loans. Financial companies typically
issue ABS backed by existing loans in order to fund new loans
for their customers.
Auction Agent: Firm (such as an investment bank) that buys
a series of securities from an institution for resale.
Bank Holding Company (“BHC”): Company that owns and/
or controls one or more U.S. banks.
Collateral: Asset pledged by a borrower to a lender until a
loan is repaid. Generally, if the borrower defaults on the loan,
the lender gains ownership of the pledged asset and may sell
it to satisfy the debt. In TALF, the ABS or CMBS purchased
with the TALF loan is the collateral that is posted with
FRBNY.
Commercial Mortgage-Backed Securities (“CMBS”):
Bonds backed by one or more mortgages on commercial real
estate (e.g., office buildings, rental apartments, hotels).
Common Stock: Equity ownership entitling an individual to
share in corporate earnings and voting rights.
Community Development Financial Institutions
(“CDFIs”): Financial institutions eligible for Treasury
funding to serve urban and rural low-income communities through the CDFI Fund. CDFIs were created in 1994
by the Riegle Community Development and Regulatory
Improvement Act. These entities must be certified by
Treasury; certification confirms that they target at least 60%
of their lending and other economic development activities to
areas underserved by traditional financial institutions.
Community Development Loan Fund (“CDLF”): Financial
institution that is a type of certified CDFI. These entities
(usually non-profits) serve businesses, organizations, and
individuals in urban and rural low-income communities.
Cumulative Preferred Stock: Stock requiring a defined
dividend payment. If the company does not pay the dividend
on schedule, it still owes the missed dividend to the stock’s
owner.
Custodian Bank: Bank holding the collateral and managing
accounts for FRBNY; for TALF the custodian is Bank of New
York Mellon.
Debt: Investment in a business that is required to be paid
back to the investor, usually with interest.
Debtor-in-Possession (“DIP”): Company operating under
Chapter 11 bankruptcy protection that technically still owns
its assets but is operating them to maximize the benefit to its
creditors.
Deed-in-Lieu of Foreclosure: Instead of going through
foreclosure, the borrower voluntarily surrenders the deed to
the home to the home lender, as satisfaction of the unpaid
mortgage balance.
Deficiency Judgment: Court order authorizing a lender to
collect all or part of an unpaid and outstanding debt resulting
from the borrower’s default on the mortgage note securing a
debt. A deficiency judgment is rendered after the foreclosed
or repossessed property is sold when the proceeds are insufficient to repay the full mortgage debt.
Due Diligence: Appropriate level of attention or care a
reasonable person should take before entering into an agreement or a transaction with another party. In finance, it often
refers to the process of conducting an audit or review of the
institution before initiating a transaction.
Dutch Auction: A Treasury warrant auction (which has
multiple bidders bidding for different quantities of the asset) in which the accepted price is set at the lowest bid of
the group of high bidders whose collective bids fulfill the
amount of shares offered by Treasury. As an example, three
investors place bids to own a portion of 100 shares offered
by the issuer:
• Bidder A wants 50 shares at $4/share.
• Bidder B wants 50 shares at $3/share.
• Bidder C wants 50 shares at $2/share.
The seller selects Bidders A and B as the two highest bidders,
and their collective bids consume the 100 shares offered. The
winning price is $3, which is what both bidders pay per share.
Bidder C’s bid is not filled.
Equity: Investment that represents an ownership interest in
a business.
195
196
Appendix a I glossary I july 28, 2011
Equity Capital Facility: Commitment to invest equity capital
in a firm under certain future conditions. An equity facility
when drawn down is an investment that increases the provider’s ownership stake in the company. The investor may be
able to recover the amount invested by selling their ownership
stake to other investors at a later date.
Equity Share Agreement: Agreement that a homeowner will
share future increases in home value with a mortgage investor
or other party. In the context of mortgage loan modifications,
the investor may reduce the borrower’s unpaid principal balance (“UPB”) in return for the right to share in a portion of
any future rise in the home’s value. An equity share agreement thus may provide the mortgage investor with a prospect
of recovering its full investment, even if it provides a principal
reduction to the borrower. Conversely, it may also provide an
immediate benefit to an “underwater” borrower, yet still offer
that borrower some prospect of benefiting from future home
price appreciation.
Exceptional Assistance Recipients: Companies that receive
assistance under SSFI, TIP, and AIFP. Current recipients are
AIG, Chrysler, GM, and Ally Financial (formerly GMAC).
Excess Spread: Funds left over after required payments and
other contractual obligations have been met. In TALF it is
the difference between the periodic amount of interest paid
out by the collateral and the amount of interest charged by
FRBNY on the nonrecourse loan provided to the borrower to
purchase the collateral.
Exercise Price: Preset price at which a warrant holder may
purchase each share. For warrants in publicly traded institutions issued through CPP, this was based on the average stock
price during the 20 days before the date that Treasury granted
preliminary CPP participation approval.
FICO Credit Score: Used by lenders to assess an applicant’s
credit risk and whether to extend a loan. It is determined
by the Fair Isaac Corporation (“FICO”) using mathematical
models based on an applicant’s payment history, level of indebtedness, types of credit used, length of credit history, and
newly extended credit.
Government-Sponsored Enterprises (GSEs): Private
corporations created and chartered by the Government to
reduce borrowing costs and provide liquidity in the market,
the liabilities of which are not officially considered direct
taxpayer obligations. On September 7, 2008, the two largest,
the Federal National Mortgage Association (“Fannie Mae”)
and the Federal Home Loan Mortgage Corporation (“Freddie
Mac”), were placed into Federal conservatorship. They are
currently being financially supported by the Government.
Haircut: Difference between the value of the collateral and
the value of the loan (the loan value is less than the collateral
value).
Illiquid Assets: Assets that cannot be quickly converted
to cash.
Investors: Owners of mortgage loans or bonds backed by
mortgage loans who receive interest and principal payments
from monthly mortgage payments. Servicers manage the cash
flow from borrowers’ monthly payments and distribute them
to investors according to Pooling and Servicing Agreements
(“PSAs”).
Key Person: Individual recognized as being important
to the ongoing operation and investment decisions of an
investment fund.
Legacy Securities: Real estate-related securities originally
issued before 2009 that remained on the balance sheets
of financial institutions because of pricing difficulties that
resulted from market disruption.
Limited Partnership: Partnership in which there is at least
one partner whose liability is limited to the amount invested
(limited partner) and at least one partner whose liability extends beyond monetary investment (general partner).
Loan Servicers: Companies that perform administrative tasks on monthly mortgage payments until the loan is
repaid. These tasks include billing, tracking, and collecting
monthly payments; maintaining records of payments and
balances; allocating and distributing payment collections
to investors in accordance with each mortgage loan’s governing documentation; following up on delinquencies; and
initiating foreclosures.
Loan-to-Value (“LTV”) Ratio: Lending risk assessment ratio
that mortgage lenders examine before approving a mortgage;
calculated by dividing the outstanding amount of the loan by
the value of the collateral backing the loan. Loans with high
LTV ratios are generally seen as higher risk because the borrower has less of an equity stake in the property.
Mutual Depository Institution: Any bank, savings association, bank holding company, or savings and loan holding
company organized in a mutual form. Savings associations
organized as mutual institutions issue no capital stock and
therefore have no stockholders. Mutual savings associations
build capital almost exclusively through retained earnings.
glossary I Appendix A I july 28, 2011
Nationally Recognized Statistical Rating Organization
(“NRSRO”): Credit rating agency registered with the SEC.
Credit rating agencies provide their opinion of the creditworthiness of companies and the financial obligations issued by
companies. The ratings distinguish between investment grade
and non–investment grade equity and debt obligations.
Net Present Value (“NPV”) Test: Compares the money
generated by modifying the terms of the mortgage with the
amount an investor can reasonably expect to recover in a
foreclosure sale.
Non-Agency Residential Mortgage-Backed Securities
(“non-agency RMBS”): Financial instrument backed by a
group of residential real estate mortgages (i.e., home mortgages for residences with up to four dwelling units) not
guaranteed or owned by a Government-sponsored enterprise
(“GSE”) (Fannie Mae or Freddie Mac) or a Government
Agency.
Non-Cumulative Preferred Stock: Preferred stock with
a defined dividend, without the obligation to pay missed
dividends.
Non-Recourse Loan: Secured loan in which the borrower is
relieved of the obligation to repay the loan upon surrendering
the collateral.
Obligations: Definite commitments that create a legal
liability for the Government to pay funds.
Pool Assemblers: Firms authorized to create and market
pools of SBA- guaranteed loans.
Preferred Stock: Equity ownership that usually pays a fixed
dividend before distributions for common stock owners but
only after payments due to debt holders and depositors. It
typically confers no voting rights. Preferred stock also has
priority over common stock in the distribution of assets when
a bankrupt company is liquidated.
Pro Rata: Refers to dividing something among a group of
participants according to the proportionate share that each
participant holds as a part of the whole.
Public Interest: Regulatory standard that the Special Master
is required to apply in making determinations. It refers to
the determination of whether TARP-recipient compensation
plans are aligned with the best interests of the U.S. taxpayer,
based on a balancing of specific principles set forth in the
Rule.
Qualifying Financial Institutions (“QFIs”): Private and
public U.S.-controlled banks, savings associations, bank
197
holding companies, certain savings and loan holding companies, and mutual organizations.
Revolving Credit Facility: Line of credit for which borrowers pay a commitment fee, allowing them to repeatedly
draw down funds up to a guaranteed maximum amount. The
amount of available credit decreases and increases as funds
are borrowed and then repaid.
Risk-Weighted Assets: Risk-based measure of total assets
held by a financial institution. Assets are assigned broad risk
categories. The amount in each risk category is then multiplied by a risk factor associated with that category. The sum of
the resulting weighted values from each of the risk categories
is the bank’s total risk-weighted assets.
SBA Pool Certificates: Ownership interest in a bond backed
by SBA-guaranteed loans.
Senior Executive Officers (“SEOs”): “Named executive officers” of TARP recipients as defined under Federal securities
law, which generally include the principal executive officer,
the principal financial officer, and the next three most highly
compensated officers.
Senior Preferred Stock: Shares that give the stockholder
priority dividend and liquidation claims over junior preferred
and common stockholders.
Senior Subordinated Debentures: Debt instrument ranking
below senior debt but above equity with regard to investors’
claims on company assets or earnings.
Servicing Advances: If borrowers’ payments are not made
promptly and in full, servicers are contractually obligated to
advance the required monthly payment amount in full to the
investor. Once a borrower becomes current or the property is
sold or acquired through foreclosure, the servicer is repaid all
advanced funds.
Short Sales: Sales of a home for less than the unpaid mortgage balance. A borrower sells the home and the lender collects the proceeds as full or partial satisfaction of the unpaid
mortgage balance, thus avoiding the foreclosure process.
Skin in the Game: Equity stake in an investment; down payment; the amount an investor can lose.
Special Purpose Vehicle (“SPV”): Off-balance-sheet legal
entity that holds transferred assets presumptively beyond the
reach of the entities providing the assets, and that is legally
isolated.
198
Appendix a I glossary I july 28, 2011
Subchapter S corporations (“S corporations”): Corporate
form that passes corporate income, losses, deductions, and
credit through to shareholders for Federal tax purposes.
Shareholders of S corporations report the flow-through of
income and losses on their personal tax returns and are taxed
at their individual income tax rates.
Endnotes:
Subordinated Debt: Loan (or security) that ranks below
other loans (or securities) with regard to claims on assets or
earnings.
FDIC, “FDIC Law, Regulations, Related Acts,” no date, www.fdic.gov/regulations/laws/
rules/2000-4600.html, accessed 6/30/2011.
Synthetic ABS: Security deriving its value and cash flow
from sources other than conventional debt, equities, or
commodities — for example, credit derivatives.
Systemically Significant Institutions: Term referring to any
financial institution whose failure would impose significant
losses on creditors and counterparties, call into question the
financial strength of similar institutions, disrupt financial
markets, raise borrowing costs for households and businesses,
and reduce household wealth.
Board of Governors of the Federal Reserve System, “Bank Holding Companies,” no date,
www.fedpartnership.gov/bank-life-cycle/manage-transition/bank-holding-companies.cfm, accessed
6/30/2011.
Federal Reserve Board, Federal Reserve Banks Operating Circular No. 8: Collateral,
www.frbservices.org, accessed 6/30/2011.
FCIC, glossary, no date, www.fcic.gov/resource/glossary, accessed 6/30/2011.
FDIC, “Credit Card Securitization Manual,” no date, www.fdic.gov/regulations/examinations/
credit_card_securitization/glossary.html, accessed 7/20/2011.
FRBNY, “TALF FAQ’s,” 9/1/2009, www.newyorkfed.org/markets/talf_faq.html, accessed 7/20/2011.
SIGTARP, “Factors Affecting Implementation of the Home Affordable Modification Program,”
3/25/2010, www.sigtarp.gov/reports/audit/2010/Factors_Affecting_Implementation_of_the_Home_
Affordable_Modification_Program.pdf, accessed 6/30/2011.
GAO, “Principles of Federal Appropriations Law, Third Edition, Volume II,” 1/2004,
www.gao.gov/special.pubs/d06382sp.pdf, p. 7-3, accessed 6/30/2011.
GAO, “Troubled Asset Relief Program Treasury Needs to Strengthen Its Decision-Making Process
on the Term Asset-Backed Securities Loan Facility,” 2/2010, www.gao.gov/new.items/d1025.pdf,
accessed 6/30/2011.
GAO, “Troubled Asset Relief Program: Third Quarter 2010 Update of Government Assistance
Provided to AIG and Description of Recent Execution of Recapitalization Plan,” 1/20/2011,
www.gao.gov/new.items/d1146.pdf, accessed 6/30/2011.
IRS, “Glossary of Offshore Terms,” no date, www.irs.gov/businesses/small/article/
0,,id=106572,00.html, accessed 6/30/2011.
Making Home Affordable base NPV model documentation v4.0, updated 10/1/2010.
www.hmpadmin.com/portal/programs/docs/hamp_servicer/
npvmodeldocumentationv4.pdf, pp. 23-24, accessed 7/20/2011.
TALF Agent: Financial institution that is party to the TALF
Master Loan and Security Agreement and that occasionally acts as an agent for the borrower. TALF agents include
primary and nonprimary broker-dealers.
SBA, “Notice of Changes to SBA Secondary Market Program,” 9/21/2004, archive.sba.gov/idc/
groups/public/documents/sba_program_office/bank_notice_of_changes.htm, accessed 7/20/2011.
Trial Modification: Under HAMP, a period of at least three
months in which a borrower is given a chance to establish
that he or she can make lower monthly mortgage payments
and qualify for a permanent modification.
Treasury, “Decoder,” www.treasury.gov/initiatives/financial-stability/Pages/Glossary.aspx, accessed
6/30/2011.
Trust Preferred Securities (“TRUPS”): Securities that have
both equity and debt characteristics, created by establishing a
trust and issuing debt to it.
Undercapitalized: Condition in which a financial institution
does not meet its regulator’s requirements for sufficient
capital to operate under a defined level of adverse conditions.
Underwater Mortgage: Mortgage loan on which a homeowner owes more than the home is worth, typically as a result
of a decline in the home’s value. Underwater mortgages are
also referred to as having negative equity.
SEC, “NRSRO,” no date, http://www.sec.gov/answers/nrsro.htm, accessed 7/20/2011.
SIGTARP, “Factors Affecting Implementation of the Home Affordable Modification Program,”
3/25/2010, www.sigtarp.gov/reports/audit/2010/Factors_Affecting_Implementation_of_the_Home_
Affordable_Modification_Program.pdf, accessed 6/30/2011.
Treasury, “Examinations of Mutual Savings Associations,” 11/1/2001, www.ots.treas.gov/
_files/25153.pdf, accessed 6/30/2011.
Treasury, “Fact Sheet: Unlocking Credit for Small Businesses,” no date, www.treasury.gov/initiatives/
financial-stability/investment-programs/sbli/Pages/unlockingCreditforSmallBusinesses.aspx,
accessed 6/30/2011.
Treasury, “Special Master Feinberg Testimony before the House Committee on Oversight and
Government Reform,” 10/28/2009, www.treasury.gov/press-center/press-releases/Pages/
tg334.aspx, accessed 6/30/2011.
Treasury, “Supplemental Directive 10-14: Making Home Affordable Program - Principal Reduction
Alternative Update,” 10/15/2010, www.hmpadmin.com/portal/programs/docs/hamp_servicer/
sd1014.pdf, accessed 6/30/2011.
Treasury, “TARP Standards for Compensation and Corporate Governance,” 6/10/2009,
www.treasury.gov/press-center/press-releases/Pages/tg165.aspx, accessed 6/30/2011.
U.S. Census Bureau, “Residential Finance Survey, Glossary Of RFS Terms And Definitions,” no date,
www.census.gov/hhes/www/rfs/glossary.html#l, accessed 6/30/2011.
U.S. Department of Housing and Urban Development, “Glossary,” no date, www.hud.gov/offices/hsg/
sfh/buying/glossary.cfm, accessed 6/30/2011.
Acronyms and abbreviations I Appendix B I july 28, 2011
Acronyms and Abbreviations
2MP
Second Lien Modification Program
CMBS
commercial mortgage-backed securities
ABS
asset-backed securities
AGP
Asset Guarantee Program
Coastal
Securities
Coastal Securities, Inc.
AIA
American International Assurance Co., Ltd.;
AIA Group Limited
Colonial
The Colonial BancGroup, Inc.
Community
Community Bancorp LLC
Community
Bank
Community Bank of Manatee
COP
Congressional Oversight Panel
COTR
contracting officer’s technical representative
CPP
Capital Purchase Program
CUSIP
Committee on Uniform Securities Identification
Procedures
Delphi
Delphi Automotive LLP
DIP
debtor-in-possession
Dodd-Frank Act
Dodd-Frank Wall Street Reform and Consumer
Protection Act
DTI
debt-to-income ratio
Edison
AIG Edison Life Insurance Company
EESA
Emergency Economic Stabilization Act of 2008
Fannie Mae
Federal National Mortgage Association
FAR
Federal Acquisition Regulation
FBI
Federal Bureau of Investigation
FCB
First Community Bank of America
FCBA
First Community Bank Corporation of America
FBHC
FBHC Holding Company
FDIC
Federal Deposit Insurance Corporation
FDIC OIG
Federal Deposit Insurance Corporation Office of
Inspector General
AIA SPV
AIA Aurora LLC
AIFP
Automotive Industry Financing Program
AIG
American International Group, Inc.
AIG Trust
AIG Credit Facility Trust
ALICO
American Life Insurance Company
ALICO SPV
ALICO Holdings LLC
Ally Financial
Ally Financial Inc.
ARM
adjustable rate mortgage
ARRA
American Recovery and Reinvestment Act of 2009
ASSP
Auto Supplier Support Program
AWCP
Auto Warranty Commitment Program
Bank of
America
Bank of America Corp.
Bear State
Bear State Financial Holdings, LLC
BHC
bank holding company
Broadway
Broadway Financial Corp.
Broadway Bank
Broadway Federal Bank, F.S.B.
Cadence
Cadence Financial Corporation
CAP
Capital Assistance Program
Capital Bank
Capital Bank Corporation
Carlile
Carlile Bancshares Inc.
Carpenter
Carpenter Fund Manager GP LLC
Cascade
Cascade Financial Corporation
FFBA
First Federal Bancshares Corporation
CBO
Congressional Budget Office
FFETF
Financial Fraud Enforcement Task Force
CDCI
Community Development Capital Initiative
FHA
Federal Housing Administration
CDFI
Community Development Financial Institution
FHA2LP
Treasury/FHA Second-Lien Program
CDLF
Community Development Loan Fund
FHFA
Federal Housing Finance Agency
Central Pacific
Central Pacific Financial Corp.
CEO
chief executive officer
FHFA OIG
Federal Housing Finance Agency Office of the
Inspector General
Cerberus
Cerberus Capital Management, L.P.
Fiat
Fiat Automotive LLC
Chrysler
Chrysler Holding LLC
Fidelity
Fidelity Resources Company
Chrysler
Financial
Chrysler Financial Services Americas LLC
FinCEN
Financial Crimes Enforcement Network
FirstCity
FirstCity Bank
Citigroup
Citigroup, Inc.
Flatirons
Flatirons Bank
199
200
Appendix B I Acronyms and abbreviations I july 28, 2011
F.N.B.
F.N.B. Corporation
North American
North American Financial Holdings, Inc.
FNB United
FNB United Corporation
The Notice
Notice 2010-2
FRBNY
Federal Reserve Bank of New York
NPV
net present value
FRB OIG
Federal Reserve Board Office of the Inspector
General
NRSRO
nationally recognized statistical rating organization
Freddie Mac
Federal Home Loan Mortgage Corporation
Old Chrysler
Chrysler Group LLC
FTC
Federal Trade Commission
OFS
Office of Financial Stability
Galleria
Galleria USA, Inc.
OMB
Office of Management and Budget
GAO
Government Accountability Office
Omni
Omni National Bank
GM
General Motors Company
Option ARM
option adjustable rate mortgage
GMAC
GMAC Inc.
Opus
Opus Bank
GSE
Government-sponsored enterprise
Orion
Orion Bank
HAFA
Home Affordable Foreclosure Alternatives program
OTS
Office of Thrift Supervision
HAMP
Home Affordable Modification Program
Parkvale
Parkvale Financial Corporation
Hancock
Hancock Holding Company
PPIF
Public-Private Investment Fund
HFA
Housing Finance Agency
PPIP
Public-Private Investment Program
HHF
Hardest Hit Fund
PRA
Principal Reduction Alternative program
HPDP
Home Price Decline Protection program
Provident
Provident Bankshares Corporation
HPF
Homeownership Preservation Foundation
PSA
Pooling and Servicing Agreement
HSC
HAMP Solution Center
QA
quality assurance
HUD
Department of Housing and Urban Development
QFI
qualifying financial institution
HUD OIG
Department of Housing and Urban Development
Office of the Inspector General
RD
U.S. Department of Agriculture Office of
Rural Development
ILFC
International Lease Finance Corporation
RD-HAMP
Rural Development Home Affordable Modification
Program
IPO
initial public offering
RHS
Rural Housing Service
IRS
Internal Revenue Service
RLJ
RLJ Western Asset Management Company
IRS-CI
Internal Revenue Service Criminal Investigation
Division
RMA
request for modification and affidavit
KfW IPEX-Bank
GmbH
RMBS
residential mortgage-backed securities
Kreditanstalt für Wiederaufbau Bankkengruppe
The Rule
Legacy
Legacy Bancorp, Inc.
Interim Final Rule on TARP Standards for
Compensation and Corporate Governance
LPS
Lender Processing Services
S corporation
Subchapter S corporation
LTV
loan-to-value ratio
Santa Lucia
Santa Lucia Bancorp
MBS
mortgage-backed securities
SBA
Small Business Administration
MCP
mandatorily convertible preferred shares
SBLF
Small Business Lending Fund
Metropolitan
Metropolitan Bank Group, Inc.
SEC
Securities and Exchange Commission
MHA
Making Home Affordable program
SEO
senior executive officer
MHA-C
Making Home Affordable-Compliance
Shay Financial
Shay Financial Services, Inc.
Mission
Mission Community Bancorp
SIGTARP
Special Inspector General for the Troubled Asset
Relief Program
M&T
M&T Bank Corporation
SPA
Servicer Participation Agreement
Nan Shan
Nan Shan Life Insurance Company Ltd.
NC Bancorp
NC Bancorp, Inc.
Special Master
Office of the Special Master for TARP Executive
Compensation
New Chrysler
Chrysler Group LLC
SPV
special purpose vehicle
NHMC
Nations Housing Modification Center
SSFI
Systemically Significant Failing Institutions program
Non-agency
RMBS
non-agency residential mortgage-backed securities
Star
AIG Star Life Insurance Co., Ltd.
State Bancorp
State Bancorp Inc.
Acronyms and abbreviations I Appendix B I july 28, 2011
Superior Bancorp, Inc.
UAW
United Auto Workers
TALF
Term Asset-Backed Securities Loan Facility
UCSB
Unlocking Credit for Small Businesses
TALF LLC
TALF asset disposition facility
UP
Home Affordable Unemployment Program
TARP
Troubled Asset Relief Program
UPB
unpaid principal balance
TBW
Taylor, Bean and Whitaker Mortgage Corporation
USDA
Department of Agriculture
TCW
The TCW Group, Inc.
USPIS
Postal Inspection Service
TIP
Targeted Investment Program
VA
Department of Veterans Affairs
TOTAL
FHA TOTAL Scorecard
Valley
Valley National Bancorp
TPP
trial period plan
VEBA
UAW Retiree Medical Benefits Trust
Treasury
Department of the Treasury
Veritex
Veritex Holdings
Whitney
Whitney Holding Corporation
Wilmington
Wilmington Trust Corporation
Superior
Treasury
Secretary
The Secretary of the Treasury
TRUPS
trust preferred securities
201
202
Appendix C I Reporting Requirements I july 28, 2011
Reporting Requirements
This appendix provides Treasury’s responses to data call questions regarding the reporting requirements of the Special
Inspector General for the Troubled Asset Relief Program outlined in EESA Section 121, as well as a cross-reference to related
data presented in this report and prior reports. Italic style indicates narrative taken verbatim from source documents.
#
1
EESA
Section
EESA Reporting
Requirement
Section
121(c)(A)
A description of
the categories of
troubled assets purchased or otherwise
procured by the
Treasury Secretary.
Treasury Response to SIGTARP Data Call
SIGTARP
Report Section
Treasury’s authority to make new financial commitments under TARP ended on
October 3, 2010.
Section 2:
“TARP Overview”
Below are program descriptions from Treasury’s www.treasury.gov/initiatives/financialstability/Pages/default.aspx website, as of 6/30/2011:
Appendix D:
“Transaction
Detail”
CPP: Treasury created the Capital Purchase Program (CPP) in October 2008 to stabilize the
financial system by providing capital to viable financial institutions of all sizes throughout the
nation. With a strengthened capital base, financial institutions have an increased capacity to
lend to U.S. businesses and consumers and to support the U.S. economy.
AIG: In September of 2008, panic in the financial system was deep and widespread.
Amidst these events, on Friday, September 12, American International Group (AIG) officials
informed the Federal Reserve and Treasury that the company was facing potentially fatal
liquidity problems. At the time, AIG was the largest provider of conventional insurance in
the world, with approximately 75 million individual and corporate customers in over 130
countries.a
AGP: Under the Asset Guarantee Program (AGP), Treasury acted to support the value of
certain assets held by qualifying financial institutions, by agreeing to absorb unexpectedly
large losses on certain assets. The program was designed for financial institutions whose
failure could harm the financial system and was used in conjunction with other forms of
exceptional assistance.
TIP: Under the Targeted Investment Program [TIP], Treasury provided exceptional assistance
on a case-by-case basis in order to stabilize institutions that were considered systemically
significant to prevent broader disruption of financial markets. Treasury provided this assistance by purchasing preferred stock, and also received warrants to purchase common
stock, in the institutions.
TALF: This joint initiative with the Federal Reserve builds off, broadens and expands the resources available to support the consumer and business credit markets by providing the financing to private investors to help unfreeze and lower interest rates for auto, student loan,
small business, credit card and other consumer and business credit. The U.S. Treasury
originally committed $20 billion to provide credit protection for $200 billion of lending from
the Federal Reserve. This commitment was later reduced to $4.3 billion after the program
closed to new lending on June 30, 2010 with $43 billion in loans outstanding.
PPIP: On March 23, 2009, the U.S. Department of the Treasury (“Treasury”), announced
the Legacy Securities Public-Private Investment Program (“PPIP”) as a key component of
President Obama’s Financial Stability Plan . The Financial Stability Plan outlines a broad
framework to bring capital into the financial system and address the problem of legacy real
estate assets.
CDCI: As part of the Administration’s ongoing commitment to improving access to credit
for small businesses, Treasury announced on February 3 final terms for the Community
Development Capital Initiative [CDCI]. This TARP program invested lower-cost capital in
Community Development Financial Institutions (CDFIs) that lend to small businesses in the
country’s hardest-hit communities.
Reporting Requirements I Appendix C I july 28, 2011
#
EESA
Section
EESA Reporting
Requirement
Treasury Response to SIGTARP Data Call
SIGTARP
Report Section
SBLF: Enacted into law as part of the Small Business Jobs Act of 2010 (the Jobs Act), the
Small Business Lending Fund (SBLF) is a $30 billion fund that encourages lending to small
businesses by providing capital to qualified community banks with assets of less than $10
billion. Through the Small Business Lending Fund, Main Street banks and small businesses
can work together to help create jobs and promote economic growth in local communities
across the nation.
UCSB: The Treasury Department will begin making direct purchases of securities backed by
SBA loans to get the credit market moving again, and it will stand ready to purchase new
securities to ensure that community banks and credit unions feel confident in extending new
loans to local businesses.b
AIFP: The objective of the [AIFP] is to prevent a significant disruption of the American
automotive industry, which would pose a systemic risk to financial market stability and have
a negative effect on the economy of the United States.
ASSP: [ASSP was created to] provide up to $5 billion in financing, giving suppliers the
confidence they need to continue shipping parts, pay their employees and continue their
operations.b
AWCP: The Treasury Department announced an innovative new program to give consumers
who are considering new car purchases the confidence that even while Chrysler and GM
were restructuring in bankruptcy, their warrantees will be honored. This program is part
of the Administration’s broader program to stabilize the auto industry and stand behind a
restructuring effort that will result in stronger, more competitive and viable American car
companies.b
HAMP (a program under MHA): The Home Affordable Modification Program has a simple
goal: reduce the amount homeowners owe per month to sustainable levels to stabilize
communities. This program will bring together lenders, investors, servicers, borrowers,
and the government, so that all stakeholders share in the cost of ensuring that responsible
homeowners can afford their monthly mortgage payments – helping to reach up to 3 to 4
million at-risk borrowers in all segments of the mortgage market, reducing foreclosures,
and helping to avoid further downward pressures on overall home prices.b
2
3
4
Section
121(c)(B)
Section
121(c)(C)
Section
121(c)(D)
A listing of the
troubled assets
purchased in each
such category
described under
Section 121(c)(A).
Treasury’s authority to make new financial commitments under TARP ended on
October 3, 2010.
An explanation of
the reasons the
Treasury Secretary
deemed it necessary to purchase
each such troubled
asset.
Treasury’s authority to make new financial commitments under TARP ended on
October 3, 2010.
A listing of each
financial institution
from which such
troubled assets
were purchased.
See #2.
Information on all transactions as well as additional information about these programs and
related purchases is available in the transaction reports and monthly 105(a) reports posted
at www.treasury.gov/initiatives/financial-stability/briefing-room/reports/Pages/Home.aspx.
Information regarding all transactions through the end of June 2011 is available at the aforementioned link in a transaction report dated July 1, 2011.
Appendix D:
“Transaction
Detail”
Section 2: “TARP
Overview”
Appendix C:
“Reporting
Requirements”
of prior SIGTARP
Quarterly Reports
to Congress
See #2
203
204
Appendix C I Reporting Requirements I july 28, 2011
#
5
6
7
8
EESA
Section
EESA Reporting
Requirement
Section
121(c)(E)
A listing of and
detailed biographical
information on each
person or entity hired
to manage such
troubled assets.
There have been no new PPIP fund managers hired between April 1, 2011 and
June 30, 2011.
A current estimate
of the total amount
of troubled assets
purchased pursuant
to any program
established under
Section 101, the
amount of troubled
assets on the
books of Treasury,
the amount of
troubled assets
sold, and the profit
and loss incurred
on each sale or
disposition of each
such troubled
asset.
The transaction reports capture detailed information about troubled asset purchases, price
paid, and the amount of troubled assets currently on Treasury’s books. The latest transaction reports are available on Treasury’s website at www.treasury.gov/initiatives/financialstability/briefing- room/reports/Pages/Home.aspx. Information regarding all transactions
through the end of June 2011 is available at the aforementioned link in a transaction report
dated July 1, 2011.
A listing of the
insurance contracts
issued under
Section 102.
Treasury’s authority to make new financial commitments under TARP ended on
October 3, 2010. As such, Treasury cannot issue any new insurance contracts after
this date.
Section 2:
“TARP Overview”
A detailed statement
of all purchases,
obligations,
expenditures, and
revenues associated
with any program
established by the
Secretary of the
Treasury under
Sections 101 and
102.
Treasury’s authority to make new financial commitments under TARP ended on
October 3, 2010.
Table C.1;
Section 2:
“TARP Overview”
Section
121(c)(F)
Section
121(c)(G)
Section
121(f)
Treasury Response to SIGTARP Data Call
SIGTARP
Report Section
Section 2:
“Public-Private
Investment
Program”
Appendix C:
“Reporting
Requirements”
of prior SIGTARP
Quarterly Reports
to Congress
Treasury published its most recent valuation of TARP investments as of March 31, 2011, on
July 11, 2011, in its June 2011 105(a) report that is available at the following link:
www.treasury.gov/initiatives/financial-stability/briefing-room/reports/105/Pages/default.aspx
Table C.1;
Section 2: “TARP
Overview”
Appendix D:
“Transaction
Detail”
Information on the repayments of Treasury’s investments under the CPP and proceeds from
the sale of warrants are available within Treasury’s press releases, transactions reports and
Section 105(a) Monthly Congressional Reports at the following links:
www.treasury.gov/initiatives/financial-stability/briefing-room/Pages/press-releases.aspx
www.treasury.gov/initiatives/financial-stability/briefing-room/reports/Pages/Home.aspx
Treasury provides information about TARP obligations, expenditures and revenues in
separate transaction reports available on Treasury’s public website at www.treasury.gov/
initiatives/financial-stability/briefing-room/reports/Pages/Home.aspx. Information regarding
all transactions through the end of June 2011 is available at the aforementioned link in a
transaction report dated July 1, 2011.
Information on obligations and expenditures is also available in the Daily TARP Update
reports available on Treasury’s public website at: www.treasury.gov/initiatives/financialstability/briefing-room/reports/tarp-daily-summary-report/pages/default.aspx, accessed
7/8/2011.
Section 2:
“Targeted Investment Program and
Asset Guarantee
Program”
Section 3: “TARP
Operations and
Administration”
Appendix D:
“Transaction
Detail”
Notes:
a
Otherwise known as Systemically Significant Failing Institution (“SSFI”).
b
Description is of 3/31/2011.
Sources: Treasury, response to SIGTARP data call, 6/28/2011; Program Descriptions: Treasury, “Programs,” www.treasury.gov/initiatives/financial-stability/investment-programs/Pages/default.aspx,
accessed 7/7/2011; ASSP: “Treasury Announces Auto Suppliers Support Program,” 3/19/2009, www.treasury.gov/press-center/press-releases/Pages/tg64.aspx, accessed 7/7/2011; AWCP: “Obama
Administration’s New Warrantee Commitment Program,” no date, www.whitehouse.gov/assets/documents/Warrantee_Commitment_Program.pdf, accessed 7/7/2011; TALF: Federal Reserve, “Term
Asset-Backed Securities Loan Facility (TALF) Frequently Asked Questions,” no date, www.federalreserve.gov/newsevents/press/monetary/monetary20090303a2.pdf, accessed 7/7/2011; SBLF: Small
Business Lending Act, P.L. 111-240, 9/27/2010; MHA “Making Home Affordable Updated Detailed Description Update,” 3/26/2010,www.treasury.gov/initiatives/financial-stability/programs/housingprograms/mha/Pages/default.aspx, accessed 7/18/2011.
205
Reporting Requirements I Appendix C I july 28, 2011
TOTAL AMOUNT OF TROUBLED ASSETS PURCHASED AND HELD ON TREASURY’S BOOKS, AS OF 6/30/2011 ($ BILLIONS)
Expendedb
On Treasury’s
Booksc
$204.89
$204.89
$24.39
69.84
67.84
52.89
Obligationsa
Capital Purchase Program (“CPP”)
Systemically Significant Failing Institutions (“SSFI”)
Housing Support Programs
45.62
2.00
2.00
Targeted Investment Program (“TIP”)
40.00
40.00
—
81.76
79.69
45.00
5.00
—
—
4.30
0.10
0.10
—
—
—
Unlocking Credit for Small Businesses (“UCSB”)
0.40
0.37
0.22
Community Development Capital Initiative (“CDCI”)
0.57
0.21
0.57
Automotive Industry Financing Program (“AIFP”)
d
Asset Guarantee Program (“AGP”)
Consumer and Business Lending Initiative (“CBLI”)
Term Asset-Backed Securities Loan Facility (“TALF”)
Small Business Lending Program
Legacy Securities Public-Private Investment Program (“PPIP”)
Total
22.41
17.00
15.87
$474.79
$412.10
$141.04
Notes: Numbers affected by rounding.
a
For purposes of this table, “Obligations” refers to “Face Value Obligations” on the Treasury TARP/Financial Stability Plan Budget Table (“TARP Budget”) as of 4/4/2011.
b
“Expended” refers to “Face Value Disbursed/Outlays,” defined as “TARP cash that has left the Treasury, according to the TARP Budget.”
c
“On Treasury’s Books” calculated as “Face Value Disbursed/Outlays” net of repayments per the Transactions Report if they do not appear to be already netted out.
d
Includes amounts for AIFP, ASSP, and AWCP.
Sources: Repayments data: Treasury, Transactions Report, 7/1/2011; Treasury, Transactions Report — Housing Programs, 7/1/2011; all other data: Treasury, response to
SIGTARP data call, 6/28/2011.
8
Preferred Stock w/ Warrants
1st United Bancorp, Inc., Boca Raton, FL2
AB&T Financial Corporation, Gastonia, NC
Adbanc, Inc, Ogallala, NE
Alarion Financial Services, Inc., Ocala, FL
Alaska Pacific Bancshares, Inc., Juneau, AK
Alliance Bancshares, Inc., Dalton, GA2
3/13/2009
1/23/2009
1/30/2009
1/23/2009
2/6/2009
6/26/2009
AMB Financial Corp., Munster, IN
1/30/2009
Annapolis Bancorp, Inc., Annapolis, MD
1/30/2009
Preferred Stock w/ Exercised Warrants
$13,669,000
$21,100,000
Bancorp Financial, Inc., Oak Brook, IL2,10
7/10/2009
Preferred Stock w/ Exercised Warrants
BancIndependent, Inc., Sheffield, AL
3/13/2009
$7,400,000
Preferred Stock w/ Exercised Warrants
2
Avenue Financial Holdings, Inc., Nashville, TN
2/27/2009
$2,000,000
Preferred Stock w/ Exercised Warrants
12/29/2009 Atlantic Bancshares, Inc., Bluffton, SC2,10
$8,152,000
$525,000,000
Preferred Stock w/ Warrants
Preferred Stock w/ Warrants
$110,000,000
$5,000,000
11/21/2008 Associated Banc-Corp, Green Bay, WI
2
Anchor BanCorp Wisconsin Inc., Madison, WI
1/30/2009
Preferred Stock w/ Warrants
Subordinated Debentures w/ Exercised Warrants
AmFirst Financial Services, Inc., McCook, NE8
8/21/2009
$21,000,000
$52,000,000
$6,000,000
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Warrants
$1,800,000
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Warrants
American State Bancshares, Inc., Great Bend, KS
1/9/2009
$2,492,000
Preferred Stock w/ Exercised Warrants
$3,388,890,000
$3,674,000
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Warrants
$70,000,000
Preferred Stock w/ Exercised Warrants
$3,652,000
$12,000,000
Subordinated Debentures w/ Exercised Warrants
Preferred Stock w/ Exercised Warrants
$26,918,000
$2,986,000
Preferred Stock w/ Warrants
Preferred Stock w/ Exercised Warrants
12/19/2008 AmeriServ Financial, Inc, Johnstown, PA
American Premier Bancorp, Arcadia, CA2
5/29/2009
$6,514,000
$4,781,000
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Warrants
$12,720,000
$3,500,000
$10,000,000
$111,000,000
$16,369,000
$6,000,000
$4,400,000
$12,000,000
Investment
Amount
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Warrants
11/21/2008 Ameris Bancorp, Moultrie, GA
AmeriBank Holding Company, Collinsville, OK
American Express Company, New York, NY
3/6/2009
1/9/2009
2
Alpine Banks of Colorado, Glenwood Springs, CO2
3/27/2009
2
Allied First Bancorp, Inc., Oswego, IL2
4/24/2009
2
Alliance Financial Services Inc., Saint Paul, MN
6/26/2009
12/19/2008 Alliance Financial Corporation, Syracuse, NY
2
Preferred Stock w/ Warrants
1st Source Corporation, South Bend, IN
1/23/2009
2
Preferred Stock w/ Warrants
11/14/2008 1st FS Corporation, Hendersonville, NC
Preferred Stock w/ Exercised Warrants
Preferred Stock
12/11/2009 1st Enterprise Bank, Los Angeles, CA2,10a,c
1st Enterprise Bank, Los Angeles, CA2,c
Preferred Stock w/ Exercised Warrants
Investment Description
2/13/2009
Institution
(continued)
12/23/2008 1st Constitution Bancorp, Cranbury, NJ
Purchase
Date
CPP Transaction Detail, as oF 6/30/2011
table d.1
4/6/2011
1/26/2011
6/17/2009
5/13/2009
11/18/2009
12/29/2010
10/27/2010
Capital
Repayment
Date
—
—
—
—
—
—
Remaining
Capital
Amount
$262,500,000 $262,500,000
$1,800,000
$3,388,890,000
$26,918,000
$10,000,000
$111,000,000
$12,000,000
Capital
Repayment
Amount6
1/26/2011
7/29/2009
6/17/2009
11/18/2009
3/9/2011
Final
Disposition
Date
R
R
R
R
R
Note15
$90,000.00
$340,000,000.00
$900,000.00
$500,000.00
$3,750,000.00
$1.05
$13.27
$4.13
$9.02
$2.06
$8.87
$51.70
$4.49
$1.00
$30.53
$4.70
$7.75
$1.60
$6.22
$20.74
$0.38
$12.26
$7.82
Stock Price
Final Disposition
as of
Proceeds 6/30/2011
$1,330,647
$2,497,947
$893,982
$122,725
$63,765,625
$934,083
—
$727,135
$2,525,833
$6,456,667
$768,450
$162,682
$74,367,308
$297,738
$458,929
$6,231,166
$409,753
$388,742
$538,360
$306,889
$545,555
$820,537
$1,588,675
$360,694
$370,903
$10,730,000
$1,229,949
$969,215
$1,106,667
Dividends/
Interest Paid
to Treasury
Continued on next page.
3,983,308
299,706
7,399,103
1,312,500
698,554
Current
Outstanding
Warrantsa
206
Appendix D I Transaction Detail I july 28, 2011
$8,600,000
Preferred Stock w/ Exercised Warrants
BancStar, Inc., Festus, MO
4/3/2009
Bank of Commerce, Charlotte, NC
1/16/2009
Bank of Marin Bancorp, Novato, CA
Bank of the Carolinas Corporation, Mocksville, NC
12/5/2008
4/17/2009
$3,000,000
$1,000,000
Preferred Stock w/ Exercised Warrants
BankGreenville, Greenville, SC
2/13/2009
Bar Harbor Bankshares, Bar Harbor, ME
1/16/2009
Preferred Stock w/ Exercised Warrants
Berkshire Bancorp, Inc., Wyomissing, PA
6/12/2009
Biscayne Bancshares, Inc., Coconut Grove, FL8,10
Blackhawk Bancorp, Inc., Beloit, WI2
6/19/2009
3/13/2009
Preferred Stock w/ Exercised Warrants
$10,000,000
$6,400,000
$1,744,000
Preferred Stock
2,10a
Subordinated Debentures w/ Exercised Warrants
$1,635,000
Preferred Stock w/ Exercised Warrants
Birmingham Bloomfield Bancshares, Inc, Birmingham, MI
4/24/2009
12/18/2009 Birmingham Bloomfield Bancshares, Inc, Birmingham, MI
$985,000
Preferred Stock w/ Exercised Warrants
Bern Bancshares, Inc., Bern, KS2
2/13/2009
$2,892,000
$40,000,000
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Warrants
$6,000,000
Preferred Stock w/ Exercised Warrants
$10,800,000
$1,706,000
$3,133,640,000
$18,751,000
$795,000
12/19/2008 Berkshire Hills Bancorp, Inc., Pittsfield, MA
2
Beach Business Bank, Manhattan Beach, CA
1/30/2009
12/23/2008 BCSB Bancorp, Inc., Baltimore, MD
Preferred Stock w/ Warrants
Preferred Stock w/ Warrants
4/3/2009
BCB Holding Company, Inc., Theodore, AL2
11/14/2008 BB&T Corp., Winston-Salem, NC
2
Preferred Stock w/ Exercised Warrants
Banner County Ban Corporation, Harrisburg, NE2
2/6/2009
Preferred Stock w/ Warrants
Preferred Stock w/ Warrants
11/21/2008 Banner Corporation, Walla Walla, WAi
$124,000,000
$15,500,000
Preferred Stock w/ Exercised Warrants
BankFirst Capital Corporation, Macon, MS
1/23/2009
2
$12,639,000
Preferred Stock w/ Exercised Warrants
2
Bankers’ Bank of the West Bancorp, Inc., Denver, CO2
1/30/2009
$75,000,000
Preferred Stock w/ Warrants
$13,179,000
$28,000,000
$2,672,000
$17,000,000
12/12/2008 Bank of the Ozarks, Inc., Little Rock, AR
Preferred Stock w/ Warrants
Preferred Stock w/ Warrants
Preferred Stock w/ Exercised Warrants
Bank of George, Las Vegas, NV2
3/13/2009
h
Preferred Stock w/ Warrants
Preferred Stock w/ Exercised Warrants
$10,000,000,000
Preferred Stock w/ Warrants
11/14/2008 Bank of Commerce Holdings, Redding, CA
2
Bank of America Corporation, Charlotte, NC
1/9/2009
1a,1b,c
10/28/2008 Bank of America Corporation, Charlotte, NC1b,c
$1,004,000
$15,000,000,000
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Warrants
Preferred Stock w/ Warrants
8/14/2009
Bank Financial Services, Inc., Eden Prarie, MN2
12/19/2008 BancTrust Financial Group, Inc., Mobile, AL
$50,000,000
$48,000,000
Preferred Stock w/ Exercised Warrants
2
BancPlus Corporation, Ridgeland, MS2,30
2/20/2009
2
Investment
Amount
$30,000,000
Investment Description
Preferred Stock w/ Warrants
Institution
(continued)
12/19/2008 Bancorp Rhode Island, Inc., Providence, RI
Purchase
Date
CPP Transaction Detail, as oF 6/30/2011
5/27/2009
1/26/2011
6/17/2009
2/24/2010
11/4/2009
3/31/2009
12/9/2009
12/9/2009
9/29/2010
8/5/2009
Capital
Repayment
Date
$40,000,000
$10,800,000
$3,133,640,000
$18,751,000
$75,000,000
$28,000,000
$10,000,000,000
$15,000,000,000
$48,000,000
$30,000,000
Capital
Repayment
Amount6
—
—
—
—
—
—
—
—
—
—
Remaining
Capital
Amount
6/24/2009
7/22/2009
7/28/2010
11/24/2009
3/3/2010
3/3/2010
9/29/2010
9/30/2009
Final
Disposition
Date
R
R
R
R
A
A
R
R
Note15
$1,040,000.00
$67,010,401.86
$250,000.00
$2,650,000.00
$124,228,645.80
$186,342,968.70
$2,400,000.00
$1,400,000.00
$8.50
$3.25
$22.39
$22.92
$5.71
$13.87
$27.00
$28.20
$17.50
$52.06
$0.99
$35.37
$4.20
$10.96
$2.57
$45.32
Stock Price
Final Disposition
as of
Proceeds 6/30/2011
$1,183,861
$995,319
$306,267
$121,236
$877,778
$145,826
$749,375
$1,129,500
$173,508
$92,703,517
$1,036,514
$98,621
$15,396,667
$122,928
$1,952,312
$717,532
$3,354,167
$1,039,677
$451,111
$279,991
$2,127,361
$381,046
$835,416,667
$458,333,333
$95,877
$6,013,889
$992,082
$4,207,399
$941,667
Dividends/
Interest Paid
to Treasury
Continued on next page.
183,465
243,998
475,204
154,692
405,405
730,994
Current
Outstanding
Warrantsa
Transaction detail I Appendix D I july 28, 2011
207
Blackridge Financial, Inc., Fargo, ND2
Blue Ridge Bancshares, Inc., Independence, MO2
Blue River Bancshares, Inc., Shelbyville, IN2
Blue Valley Ban Corp, Overland Park, KS
BNB Financial Services Corporation, New York, NY2
BNC Bancorp, Thomasville, NC
BNC Financial Group, Inc., New Canaan, CT2
BNCCORP, Inc., Bismarck, ND
BOH Holdings, Inc., Houston, TX2
Boscobel Bancorp, Inc, Boscobel, WI8
5/22/2009
3/6/2009
3/6/2009
12/5/2008
4/17/2009
12/5/2008
2/27/2009
1/16/2009
3/6/2009
5/15/2009
Investment
Amount
Preferred Stock w/ Exercised Warrants
12/19/2008 Bridgeview Bancorp, Inc., Bridgeview, IL2
Brogan Bankshares, Inc., Kaukauna, WI8
Brotherhood Bancshares, Inc., Kansas City, KS2
Business Bancshares, Inc., Clayton, MO
Butler Point, Inc., Catlin, IL2
C&F Financial Corporation, West Point, VA
5/15/2009
7/17/2009
4/24/2009
3/13/2009
1/9/2009
California Oaks State Bank, Thousand Oaks, CA2
Calvert Financial Corporation, Ashland, MO
CalWest Bancorp, Rancho Santa Margarita, CA2
1/23/2009
1/23/2009
1/23/2009
12/23/2008 Capital Bancorp, Inc., Rockville, MD2
California Bank of Commerce, Lafayette, CA2
2/27/2009
2
Cadence Financial Corporation, Starkville, MS33
1/9/2009
2,10a
12/18/2009 Cache Valley Banking Company, Logan, UT
12/23/2008 Cache Valley Banking Company, Logan, UT2
2
Broadway Financial Corporation, Los Angeles, CA3,10a,c
12/4/2009
11/14/2008 Broadway Financial Corporation, Los Angeles, CA
Preferred Stock w/ Exercised Warrants
$4,700,000
$4,656,000
$1,037,000
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Exercised Warrants
$3,300,000
$4,000,000
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Exercised Warrants
$44,000,000
$4,640,000
Preferred Stock
Preferred Stock w/ Warrants
$4,767,000
$20,000,000
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Warrants
$607,000
$15,000,000
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Exercised Warrants
$11,000,000
$2,400,000
$6,000,000
$9,000,000
$38,000,000
$23,864,000
$154,000,000
$5,586,000
Preferred Stock w/ Exercised Warrants
Subordinated Debentures w/ Exercised Warrants
Preferred Stock
Preferred Stock
Preferred Stock w/ Warrants
12/23/2008 Bridge Capital Holdings, San Jose, CAl
3a,c
Preferred Stock w/ Warrants
Subordinated Debentures w/ Exercised Warrants
$10,000,000
$20,093,000
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Exercised Warrants
$4,797,000
$31,260,000
$7,500,000
$21,750,000
$5,000,000
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Warrants
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Warrants
Preferred Stock w/ Exercised Warrants
$12,000,000
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Exercised Warrants
$5,000,000
Investment Description
(continued)
11/21/2008 Boston Private Financial Holdings, Inc., Boston, MA
2
Institution
Purchase
Date
CPP Transaction Detail, as oF 6/30/2011
$104,000,000
12/30/2010
12/8/2010
3/4/2011
$4,700,000
$3,300,000
$38,000,000
$8,864,000
$15,000,000
2/23/2011
3/16/2011
Remaining
Capital
Amount
—
—
—
—
$8,864,000
—
$50,000,000 $104,000,000
Capital
Repayment
Amount6
6/16/2010
1/13/2010
Capital
Repayment
Date
12/30/2010
12/8/2010
N/A
4/20/2011
2/1/2011
Final
Disposition
Date
R
R
R
A
Note15
$235,000.00
$165,000.00
N/A
$1,395,000.00
$6,352,500.00
$0.59
$7.00
$21.29
$2.23
$11.33
$11.08
$6.58
$7.14
$13.80
$7.33
$5.50
$0.35
Stock Price
Final Disposition
as of
Proceeds 6/30/2011
$517,281
$396,164
$130,648
$337,219
$483,233
$3,984,063
$948,738
$2,350,000
$71,792
$1,682,688
$1,095,753
$402,720
$810,417
$2,393,156
$2,613,582
$11,022,222
$468,624
$1,194,458
$909,542
$579,547
$3,820,667
$440,542
$211,458
$529,105
$1,106,350
$539,701
Dividends/
Interest Paid
to Treasury
Continued on next page.
167,504
543,337
111,083
Current
Outstanding
Warrantsa
208
Appendix D I Transaction Detail I july 28, 2011
Preferred Stock w/ Exercised Warrants
$6,251,000
Carrollton Bancorp, Baltimore, MD
Carver Bancorp, Inc, New York, NY
2/13/2009
1/16/2009
CBB Bancorp, Cartersville, GA2
2/20/2009
Preferred Stock w/ Warrants
Preferred Stock w/ Warrants
Preferred Stock w/ Exercised Warrants
Center Bancorp, Inc., Union, NJ
1/9/2009
12/12/2008 Center Financial Corporation, Los Angeles, CA
5/1/2009
Central Bancshares, Inc., Houston, TX2
Central Community Corporation, Temple, TX2
Central Federal Corporation, Fairlawn, OH
1/30/2009
2/20/2009
12/5/2008
12/23/2008 Central Jersey Bancorp, Oakhurst, NJ
Central Bancorp, Inc., Somerville, MA
Central Bancorp, Inc., Garland, TX2
12/5/2008
Preferred Stock w/ Warrants
Preferred Stock w/ Warrants
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Warrants
Preferred Stock w/ Exercised Warrants
Centra Financial Holdings, Inc., Morgantown, WV2
1/16/2009
2/27/2009
Preferred Stock w/ Warrants
11/21/2008 Centerstate Banks of Florida Inc., Davenport, FL
CenterBank, Milford, OH2
Preferred Stock w/ Exercised Warrants
CedarStone Bank, Lebanon, TN2
Preferred Stock w/ Exercised Warrants
2/6/2009
CBS Banc-Corp., Russellville, AL
Preferred Stock w/ Warrants
3/27/2009
Preferred Stock
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Exercised Warrants
$11,300,000
$7,225,000
$22,000,000
$5,800,000
$22,500,000
$10,000,000
$15,000,000
$27,875,000
$2,250,000
$55,000,000
$10,000,000
$3,564,000
$11,560,000
$24,300,000
$1,753,000
$2,644,000
$4,114,000
$3,500,000
Preferred Stock w/ Exercised Warrants
12/23/2008 Cecil Bancorp, Inc., Elkton, MD j
2
12/29/2009 CBB Bancorp, Cartersville, GA2,10a
CB Holding Corp., Aledo, IL2
5/29/2009
2,10a,c
12/22/2009 Catskill Hudson Bancorp, Inc., Rock Hill, NY
Catskill Hudson Bancorp, Inc., Rock Hill, NY2,c
2/27/2009
$258,000,000
$3,000,000
Preferred Stock w/ Warrants
Cathay General Bancorp, Los Angeles, CA
12/5/2008
$38,970,000
$18,980,000
$9,201,000
$4,000,000
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Warrants
Preferred Stock
Preferred Stock w/ Warrants
Preferred Stock w/ Warrants
11/21/2008 Cascade Financial Corporation, Everett, WA47,m
3,30
Carolina Trust Bank, Lincolnton, NC
2/6/2009
$16,000,000
Subordinated Debentures w/ Exercised Warrants
Carolina Bank Holdings, Inc., Greensboro, NC
1/9/2009
10/23/2009 Cardinal Bancorp II, Inc., Washington, MO
Preferred Stock w/ Warrants
$4,000,000
Preferred Stock w/ Exercised Warrants
8
12/23/2008 Capital Pacific Bancorp, Portland, OR2
$3,555,199,000
Preferred Stock w/ Warrants
$5,100,000
$41,279,000
Investment
Amount
11/14/2008 Capital One Financial Corporation, McLean, VA
Capital Commerce Bancorp, Inc., Milwaukee, WI2
Preferred Stock w/ Warrants
Investment Description
4/10/2009
Institution
(continued)
12/12/2008 Capital Bank Corporation, Raleigh, NC35
Purchase
Date
CPP Transaction Detail, as oF 6/30/2011
11/24/2010
3/31/2009
9/30/2009
6/30/2011
8/27/2010
6/17/2009
1/28/2011
Capital
Repayment
Date
$11,300,000
$15,000,000
$27,875,000
$16,250,000
$18,980,000
$3,555,199,000
$41,279,000
Capital
Repayment
Amount6
—
—
—
—
—
—
—
Remaining
Capital
Amount
12/1/2010
4/15/2009
10/28/2009
N/A
N/A
12/3/2009
N/A
Final
Disposition
Date
R
R
R
—
—
A
—
Note15
$319,658.99
$750,000.00
$212,000.00
N/A
N/A
$148,731,030.00
N/A
$0.80
$20.55
$6.92
$6.35
$10.44
$1.00
$18.00
$16.39
$0.44
$0.80
$2.63
$2.95
$2.55
$51.67
$3.49
Stock Price
Final Disposition
as of
Proceeds 6/30/2011
$1,084,486
$612,118
$2,681,097
$724,396
$2,411,625
$1,222,222
$172,938
$1,196,303
$250,111
$6,668,750
$1,175,000
$441,851
$516,989
$1,500,930
$442,941
$271,580
$621,149
$31,533,333
$1,428,900
$1,531,581
$922,656
$455,000
$1,882,500
$818,838
$521,989
$105,174,638
$304,973
$3,973,104
Dividends/
Interest Paid
to Treasury
Continued on next page.
336,568
432,390
86,705
261,538
523,076
1,846,374
205,379
86,957
357,675
749,619
Current
Outstanding
Warrantsa
Transaction detail I Appendix D I july 28, 2011
209
Central Pacific Financial Corp., Honolulu, HI37,46
Central Valley Community Bancorp, Fresno, CA
Central Virginia Bankshares, Inc., Powhatan, VA
1/9/2009
1/30/2009
1/30/2009
Centrue Financial Corporation, St. Louis, MO
Century Financial Services Corporation, Santa Fe, NM8
Chambers Bancshares, Inc., Danville, AR
Chicago Shore Corporation, Chicago, IL2
1/9/2009
6/19/2009
5/29/2009
7/31/2009
Preferred Stock
Preferred Stock w/ Exercised Warrants
Clover Community Bankshares, Inc., Clover, SC2
Coastal Banking Company, Inc., Fernandina Beach, FL
CoastalSouth Bancshares, Inc., Hilton Head Island, SC2,10
3/27/2009
12/5/2008
8/28/2009
Preferred Stock w/ Warrants
Codorus Valley Bancorp, Inc., York, PA
ColoEast Bankshares, Inc., Lamar, CO2
Colonial American Bank, West Conshohocken, PA2
1/9/2009
2/13/2009
3/27/2009
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Warrants
12/19/2008 CoBiz Financial Inc., Denver, CO
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Warrants
Preferred Stock w/ Warrants
11/21/2008 City National Corporation, Beverly Hills, CA
City National Bancshares Corporation, Newark, NJ2,3
4/10/2009
$574,000
$10,000,000
$16,500,000
$64,450,000
$16,015,000
$9,950,000
$3,000,000
$400,000,000
$9,439,000
$20,500,000
$300,000,000
Preferred Stock w/ Warrants
Preferred Stock w/ Warrants
12/12/2008 Citizens South Banking Corporation, Gastonia, NC
g
12/12/2008 Citizens Republic Bancorp, Inc., Flint, MI
$8,779,000
Preferred Stock w/ Warrants
12/19/2008 Citizens First Corporation, Bowling Green, KY
$3,000,000
Preferred Stock w/ Exercised Warrants
$6,300,000
12/23/2008 Citizens Community Bank, South Hill, VA2
Preferred Stock w/ Exercised Warrants
$2,400,000
Citizens Commerce Bancshares, Inc., Versailles, KY2
2/6/2009
Preferred Stock w/ Exercised Warrants
Citizens Bank & Trust Company, Covington, LA
3/20/2009
$7,462,000
Citizens Bancshares Corporation, Atlanta, GA3,30
3/6/2009
$24,990,000
$10,400,000
$26,440,000
$25,000,000,000
$2,330,000,000
Preferred Stock
Preferred Stock w/ Exercised Warrants
Citizens Bancshares Co., Chillicothe, MO2
5/29/2009
2
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Warrants
12/23/2008 Citizens Bancorp, Nevada City, CA2
Citizens & Northern Corporation, Wellsboro, PA
Common Stock w/ Warrants
10/28/2008 Citigroup Inc., New York, NY11,23
1/16/2009
Contingent Value Rights
$7,000,000
$19,817,000
Subordinated Debentures w/ Exercised Warrants
Preferred Stock w/ Exercised Warrants
$10,000,000
$32,668,000
$7,500,000
$6,056,000
$11,385,000
$7,000,000
$135,000,000
Investment
Amount
Subordinated Debentures w/ Exercised Warrants
Preferred Stock w/ Warrants
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Warrants
Preferred Stock w/ Warrants
Common Stock w/ Warrants
Investment Description
(continued)
12/31/2008 CIT Group Inc., New York, NY16
8
Centrix Bank & Trust, Bedford, NH2
2/6/2009
2,10
12/18/2009 Centric Financial Corporation, Harrisburg, PA
Institution
Purchase
Date
CPP Transaction Detail, as oF 6/30/2011
3/3/2010
12/30/2009
2/16/2011
8/13/2010
8/4/2010
**
2/8/2010
6/17/2011
Capital
Repayment
Date
$6,566,692
—
—
—
—
—
Remaining
Capital
Amount
$200,000,000
—
$200,000,000 $200,000,000
$2,212,308
$7,462,000
$26,440,000
$25,000,000,000
—
$35,883,281
Capital
Repayment
Amount6
4/7/2010
N/A
9/1/2010
1/25/2011
N/A
Final
Disposition
Date
R
—
R
A
Note15
$18,500,000.00
N/A
$400,000.00
$54,621,848.84
N/A
$10.50
$6.54
$2.05
$54.25
$52.92
$4.15
$0.69
$7.46
$4.05
$0.25
$15.07
$41.46
$44.26
$0.60
$17.00
$1.15
$6.56
$14.00
Stock Price
Final Disposition
as of
Proceeds 6/30/2011
$51,140
$1,229,278
$1,938,750
$7,751,903
$1,235,449
$967,361
$267,050
$23,916,667
$281,859
$2,485,625
$13,875,000
$1,028,573
$391,492
$180,259
$118,083
$535,813
$628,033
$223,571
$2,049,100
$932,291,667
$43,687,500
$683,521
$3,260,674
$1,598,761
$571,690
$929,906
$449,512
$450,656
$802,083
$2,362,500
Dividends/
Interest Paid
to Treasury
Continued on next page.
263,859
895,968
205,579
450,314
1,757,813
254,218
508,320
263,542
79,067
79,288
Current
Outstanding
Warrantsa
210
Appendix D I Transaction Detail I july 28, 2011
Commonwealth Business Bank, Los Angeles, CA2
Community 1st Bank, Roseville, CA2
1/23/2009
1/16/2009
Preferred Stock w/ Warrants
$9,000,000
$4,400,000
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Warrants
Subordinated Debentures w/ Exercised Warrants
Community Holding Company of Florida, Inc.,
Miramar Beach, FL2
2/6/2009
8,10
$2,600,000
Preferred Stock w/ Exercised Warrants
Community First Inc., Columbia, TN2
2/27/2009
Community Partners Bancorp, Middletown, NJ
Corning Savings and Loan Association, Corning, AR
Country Bank Shares, Inc., Milford, NE2
Covenant Financial Corporation, Clarksdale, MS2
2/13/2009
1/30/2009
6/5/2009
Congaree Bancshares, Inc., Cayce, SC
1/9/2009
2
2
Community Trust Financial Corporation, Ruston, LA2
12/19/2008 Community West Bancshares, Goleta, CA
1/9/2009
11/13/2009 Community Pride Bank Corporation, Ham Lake, MN
1/30/2009
g
12/23/2008 Community Investors Bancorp, Inc., Bucyrus, OH2
$1,050,000
Preferred Stock w/ Exercised Warrants
Community First Bancshares, Inc., Harrison, AR2
$638,000
Preferred Stock w/ Exercised Warrants
$5,000,000
$7,525,000
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Exercised Warrants
$3,285,000
$15,600,000
$24,000,000
$17,806,000
$12,725,000
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Warrants
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Exercised Warrants
$6,970,000
$20,000,000
4/3/2009
Preferred Stock w/ Exercised Warrants
Community First Bancshares Inc., Union City, TN2
Preferred Stock w/ Exercised Warrants
Community Financial Shares, Inc., Glen Ellyn, IL
$12,643,000
3/20/2009
Preferred Stock w/ Warrants
$3,976,000
$17,680,000
$19,468,000
$1,747,000
$3,872,000
5/15/2009
2
12/19/2008 Community Financial Corporation, Staunton, VA
Community Business Bank, West Sacramento, CA2
Preferred Stock w/ Exercised Warrants
Community Bank Shares of Indiana, Inc., New Albany, IN
5/29/2009
Preferred Stock
2/27/2009
Community Bank of the Bay, Oakland, CA3,30
1/16/2009
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Warrants
Community Bancshares, Inc., Kingman, AZ2,10
7/24/2009
$500,000
$52,000,000
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Exercised Warrants
$2,550,000
$7,701,000
$20,400,000
$5,000,000
$2,250,000,000
$2,260,000
$76,898,000
$28,000,000
Investment
Amount
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Exercised Warrants
Subordinated Debentures w/ Exercised Warrants
Preferred Stock w/ Warrants
12/19/2008 Community Bankers Trust Corporation, Glen Allen, VA
Community Bancshares of Kansas, Inc., Goff, KS
Community Bancshares of Mississippi, Inc., Brandon, MS2,30
3/6/2009
9/11/2009
2
Commerce National Bank, Newport Beach, CA
Commonwealth Bancshares, Inc., Louisville, KY8
1/9/2009
5/22/2009
11/14/2008 Comerica Inc., Dallas, TX
Preferred Stock w/ Warrants
Preferred Stock w/ Exercised Warrants
Columbine Capital Corp., Buena Vista, CO2
2/27/2009
Preferred Stock w/ Warrants
Preferred Stock w/ Warrants
Colony Bankcorp, Inc., Fitzgerald, GA
1/9/2009
Investment Description
(continued)
11/21/2008 Columbia Banking System, Inc., Tacoma, WA
Institution
Purchase
Date
CPP Transaction Detail, as oF 6/30/2011
9/29/2010
9/29/2010
10/7/2009
3/17/2010
8/11/2010
Capital
Repayment
Date
$1,747,000
$52,000,000
$5,000,000
$2,250,000,000
$76,898,000
Capital
Repayment
Amount6
—
—
—
—
—
Remaining
Capital
Amount
N/A
9/29/2010
5/6/2010
9/1/2010
Final
Disposition
Date
—
R
A
R
Note15
N/A
$2,600,000.00
$183,673,472.00
$3,301,647.00
$3.50
$3.50
$4.80
$4.45
$4.10
$5.50
$1.35
$9.97
$2.70
$8.25
$0.40
$7.57
$34.57
$17.22
$17.63
$2.87
Stock Price
Final Disposition
as of
Proceeds 6/30/2011
$257,361
$939,790
$78,448
$429,718
$1,876,333
$3,073,800
$448,253
$1,031,250
$339,293
$129,676
$1,908,453
$1,467,887
$2,346,528
$569,865
$1,520,672
$480,374
$1,242,511
$1,908,945
$76,189
$419,982
$2,975,700
$59,723
$139,020
$445,348
$3,389,845
$36,111
$150,937,500
$273,027
$6,621,772
$3,290,000
Dividends/
Interest Paid
to Treasury
Continued on next page.
521,158
311,972
351,194
780,000
386,270
87,209
500,000
Current
Outstanding
Warrantsa
Transaction detail I Appendix D I july 28, 2011
211
Crescent Financial Corporation, Cary, NC
Crosstown Holding Company, Blaine, MN2
CSRA Bank Corp., Wrens, GA
CVB Financial Corp, Ontario, CA
D.L. Evans Bancorp, Burley, ID2
Deerfield Financial Corporation, Deerfield, WI
Delmar Bancorp, Delmar, MD2
DeSoto County Bank, Horn Lake, MS2,c
1/9/2009
1/23/2009
3/27/2009
12/5/2008
2/27/2009
5/15/2009
12/4/2009
2/13/2009
Discover Financial Services, Riverwoods, IL
DNB Financial Corporation, Downingtown, PA
Duke Financial Group, Inc., Minneapolis, MN
Eagle Bancorp, Inc., Bethesda, MD
East West Bancorp, Pasadena, CA
Eastern Virginia Bankshares, Inc., Tappahannock, VA
ECB Bancorp, Inc., Engelhard, NC
3/13/2009
1/30/2009
6/19/2009
12/5/2008
12/5/2008
1/9/2009
1/16/2009
2
Dickinson Financial Corporation II, Kansas City, MO2
1/16/2009
$12,000,000
Equity Bancshares, Inc., Wichita, KS2
F & M Bancshares, Inc., Trezevant, TN2,10a,c
F & M Financial Corporation, Salisbury, NC2
F&M Financial Corporation, Clarksville, TN2
11/6/2009
2/6/2009
2/13/2009
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Exercised Warrants
$17,243,000
$17,000,000
$3,535,000
$4,609,000
Preferred Stock w/ Exercised Warrants
F & M Bancshares, Inc., Trezevant, TN
1/30/2009
Preferred Stock
$2,993,000
Subordinated Debentures w/ Exercised Warrants
F & C Bancorp, Inc., Holden, MO8
5/22/2009
$43,000,000
$8,750,000
$4,000,000
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Exercised Warrants
$35,000,000
$34,000,000
12/19/2008 Exchange Bank, Santa Rosa, CA2
2,c
Enterprise Financial Services Group, Inc., Allison Park, PA
1/30/2009
Preferred Stock w/ Warrants
12/19/2008 Enterprise Financial Services Corp., St. Louis, MO
6/12/2009
Preferred Stock w/ Warrants
Encore Bancshares Inc., Houston, TX
12/5/2008
$7,500,000
$17,949,000
Preferred Stock w/ Warrants
Preferred Stock w/ Warrants
$24,000,000
$306,546,000
Preferred Stock w/ Warrants
Preferred Stock w/ Warrants
$38,235,000
Subordinated Debentures w/ Exercised Warrants
Preferred Stock w/ Warrants
$11,750,000
$1,224,558,000
$146,053,000
$20,445,000
$1,508,000
$1,173,000
$9,000,000
$2,639,000
$19,891,000
Preferred Stock w/ Warrants
Preferred Stock w/ Warrants
12/23/2008 Emclaire Financial Corp., Emlenton, PA
8
Subordinated Debentures w/ Exercised Warrants
Diamond Bancorp, Inc., Washington, MO8
5/22/2009
Preferred Stock w/ Exercised Warrants
Preferred Stock
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Exercised Warrants
Subordinated Debentures w/ Exercised Warrants
Preferred Stock w/ Exercised Warrants
$130,000,000
$2,400,000
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Warrants
$10,650,000
$24,900,000
$3,100,000
Investment
Amount
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Warrants
Preferred Stock w/ Exercised Warrants
Investment Description
(continued)
12/29/2009 DeSoto County Bank, Horn Lake, MS2,10a,c
8
Crazy Woman Creek Bancorp, Inc., Buffalo, WY2
2/20/2009
2
Institution
Purchase
Date
CPP Transaction Detail, as oF 6/30/2011
12/29/2010
12/23/2009
4/21/2010
9/2/2009
8/26/2009
Capital
Repayment
Date
$306,546,000
$15,000,000
$1,224,558,000
$32,500,000
$97,500,000
Capital
Repayment
Amount6
—
$23,235,000
—
—
$32,500,000
Remaining
Capital
Amount
1/26/2011
7/7/2010
10/28/2009
Final
Disposition
Date
R
R
R
Note15
$14,500,000.00
$172,000,000.00
$1,307,000.00
$43.53
$8.25
$13.53
$12.02
$16.62
$11.11
$3.35
$20.21
$13.30
$10.00
$26.75
$9.25
$3.90
$9.55
Stock Price
Final Disposition
as of
Proceeds 6/30/2011
$2,119,613
$2,107,788
$845,096
$497,439
$5,051,544
$1,092,942
$419,650
$4,209,722
$4,155,556
$897,917
$2,091,558
$2,220,000
$31,676,420
$3,627,334
$408,316
$1,346,354
$67,690,844
$2,631,197
$3,397,254
$248,149
$709,863
$442,838
$2,403,089
$4,739,583
$180,940
$1,341,531
$2,303,250
$377,791
Dividends/
Interest Paid
to Treasury
Continued on next page.
324,074
364,026
50,111
144,984
373,832
385,434
186,311
833,705
Current
Outstanding
Warrantsa
212
Appendix D I Transaction Detail I july 28, 2011
Farmers State Bankshares, Inc., Holton, KS2
3/20/2009
FC Holdings, Inc., Houston, TX
2
2,10
First Alliance Bancshares, Inc., Cordova, TN2
First American Bank Corporation, Elk Grove Village, IL8
First American International Corp., Brooklyn, NY
First Bancorp, Troy, NC
First BanCorp, San Juan, PR28
First BancTrust Corporation, Paris, IL2
First Bank of Charleston, Inc., Charleston, WV
First Bankers Trustshares, Inc., Quincy, IL
6/26/2009
7/24/2009
3/13/2009
1/9/2009
1/16/2009
2/20/2009
2/6/2009
1/16/2009
12/31/2008 First Banks, Inc., Clayton, MO2
Preferred Stock w/ Exercised Warrants
First Advantage Bancshares Inc., Coon Rapids, MN
5/22/2009
2
Subordinated Debentures w/ Exercised Warrants
Financial Services of Winger, Inc., Winger, MN
7/31/2009
2
$1,177,000
Preferred Stock w/ Exercised Warrants
Financial Security Corporation, Basin, WY2
2/13/2009
3,30
$3,742,000
Preferred Stock w/ Warrants
12/23/2008 Financial Institutions, Inc., Warsaw, NYl
$7,350,000
$424,174,000
$10,000,000
Preferred Stock w/ Exercised Warrants
$295,400,000
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Exercised Warrants
$3,345,000
Preferred Stock w/ Exercised Warrants
Mandatorily Convertible Preferred Stock w/ Warrants
$65,000,000
$17,000,000
Preferred Stock
Preferred Stock w/ Warrants
$50,000,000
$3,422,000
$37,515,000
$3,408,000,000
Subordinated Debentures w/ Exercised Warrants
Preferred Stock w/ Exercised Warrants
$5,000,000
Preferred Stock w/ Warrants
12/31/2008 Fifth Third Bancorp, Cincinnati, OH
$48,200,000
Preferred Stock w/ Warrants
12/19/2008 Fidelity Southern Corporation, Atlanta, GAf
$6,657,000
$36,282,000
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Exercised Warrants
$7,000,000
12/19/2008 Fidelity Financial Corporation, Wichita, KS2
11/13/2009 Fidelity Federal Bancorp, Evansville, IN
12/12/2008 Fidelity Bancorp, Inc., Pittsburgh, PA
$3,942,000
Preferred Stock w/ Warrants
Subordinated Debentures w/ Exercised Warrants
Fidelity Bancorp, Inc., Baton Rouge, LA8
5/29/2009
$7,289,000
$9,294,000
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Exercised Warrants
$21,042,000
$3,035,000
Preferred Stock w/ Exercised Warrants
Subordinated Debentures w/ Exercised Warrants
$700,000
$12,000,000
Subordinated Debentures w/ Exercised Warrants
Preferred Stock w/ Exercised Warrants
$30,000,000
$8,752,000
$442,000
$11,000,000
$100,000,000
Investment
Amount
Preferred Stock w/ Warrants
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Warrants
Investment Description
(continued)
12/19/2008 FFW Corporation, Wabash, IN2
12/19/2008 FCB Bancorp, Inc., Louisville, KY
6/26/2009
2
2
Farmers Enterprises, Inc., Great Bend, KS
6/19/2009
8,10
Farmers Capital Bank Corporation, Frankfort, KY
1/9/2009
12/29/2009 FBHC Holding Company, Boulder, CO8,10,38
Farmers Bank, Windsor, VA2
1/23/2009
8
Farmers & Merchants Bancshares, Inc., Houston, TX
Farmers & Merchants Financial Corporation, Argonia, KS2
2
3/6/2009
F.N.B. Corporation, Hermitage, PA
1/9/2009
3/20/2009
Institution
Purchase
Date
CPP Transaction Detail, as oF 6/30/2011
$3,408,000,000
$650,000
$100,000,000
Capital
Repayment
Amount6
8/13/2010
$17,000,000
$25,010,000
2/23/2011
3/30/2011
$12,505,000
2/2/2011
3/9/2011
9/9/2009
Capital
Repayment
Date
—
—
$25,010,000
—
—
—
Remaining
Capital
Amount
N/A
5/11/2011
3/16/2011
N/A
Final
Disposition
Date
—
R
R
Note15
N/A
$2,079,962.50
$280,025,936.00
N/A
$20.34
$8.67
$4.31
$10.24
$16.42
$12.75
$6.89
$11.48
$5.25
$10.35
Stock Price
Final Disposition
as of
Proceeds 6/30/2011
$6,037,238
$1,270,153
$414,687
$895,831
$6,611,111
$7,637,500
$1,204,167
$7,585,975
$351,741
$127,072
$543,932
$614,639
$4,192,649
$355,946,667
$5,797,389
$4,756,649
—
$848,750
$648,580
$955,511
$1,218,535
$156,090
$154,592
$83,097
$1,918,516
$3,525,000
$1,102,446
$51,839
$1,313,905
$3,333,333
Dividends/
Interest Paid
to Treasury
Continued on next page.
5,842,259
616,308
2,266,458
121,387
223,992
651,042
Current
Outstanding
Warrantsa
Transaction detail I Appendix D I july 28, 2011
213
First Business Bank, N.A., San Diego, CA2,c
4/10/2009
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Warrants
First Choice Bank, Cerritos, CA2,30,c
2/13/2009
$11,350,000
$22,000,000
Preferred Stock w/ Warrants
Preferred Stock w/ Warrants
Preferred Stock w/ Warrants
Preferred Stock w/ Exercised Warrants
First Community Bank Corporation of America,
Pinellas Park, FL39,m
12/23/2008
11/21/2008 First Community Bankshares Inc., Bluefield, VA
11/21/2008 First Community Corporation, Lexington, SC
First Financial Holdings Inc., Charleston, SC
First Financial Service Corporation, Elizabethtown, KY
12/5/2008
1/9/2009
First Guaranty Bancshares, Inc., Hammond, LA2
8/28/2009
First Intercontinental Bank, Doraville, GA2
3/13/2009
First Manitowoc Bancorp, Inc., Manitowoc, WI
1/16/2009
2
First M&F Corporation, Kosciusko, MS
2/27/2009
30
12/12/2008 First Litchfield Financial Corporation, Litchfield, CT
First Independence Corporation, Detroit, MI
8/28/2009
2, 3
11/14/2008 First Horizon National Corporation, Memphis, TN
First Gothenburg Bancshares, Inc., Gothenburg, NE2
2/27/2009
2,10
12/22/2009 First Freedom Bancshares, Inc., Lebanon, TN
Subordinated Debentures w/ Exercised Warrants
$10,000,000
$30,000,000
$12,000,000
Preferred Stock w/ Warrants
Preferred Stock w/ Exercised Warrants
$6,398,000
$3,223,000
$866,540,000
$20,699,000
$7,570,000
$8,700,000
$20,000,000
$65,000,000
$3,756,000
$80,000,000
$16,500,000
$5,000,000
$7,500,000
$37,000,000
$41,500,000
$10,685,000
$14,800,000
Preferred Stock w/ Warrants
Preferred Stock w/ Exercised Warrants
Preferred Stock
Preferred Stock w/ Warrants
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Warrants
Preferred Stock w/ Warrants
Preferred Stock w/ Warrants
Preferred Stock w/ Warrants
First Financial Bancshares, Inc., Lawrence, KS8,10
First Federal Bancshares of Arkansas, Inc., Harrison, AR
3/6/2009
Preferred Stock w/ Exercised Warrants
6/12/2009
First Express of Nebraska, Inc., Gering, NE2
2/6/2009
Subordinated Debentures w/ Exercised Warrants
Preferred Stock w/ Warrants
12/23/2008 First Financial Bancorp, Cincinnati, OH
First Defiance Financial Corp., Defiance, OH
First Eagle Bancshares, Inc., Hanover Park, IL8,30
12/5/2008
9/11/2009
12/11/2009 First Community Financial Partners, Inc., Joliet, IL
2
Preferred Stock w/ Exercised Warrants
First Community Bancshares, Inc., Overland Park, KS2
5/15/2009
$4,500,000
$23,184,000
First Colebrook Bancorp, Inc., Colebrook, NH2
3/20/2009
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Warrants
First Citizens Banc Corp, Sandusky, OH
1/23/2009
$2,836,000
Preferred Stock
$2,200,000
$10,958,000
$25,000,000
$2,032,000
$2,211,000
$100,000,000
Investment
Amount
12/22/2009 First Choice Bank, Cerritos, CA2,10a,30,c
42,m
Preferred Stock w/ Warrants
First Capital Bancorp, Inc., Glen Ellen, VA
4/3/2009
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Warrants
12/19/2008 First California Financial Group, Inc., Westlake Village, CA
Preferred Stock
First Busey Corporation, Urbana, IL
3/6/2009
(continued)
Investment Description
12/11/2009 First Business Bank, N.A., San Diego, CA2,10a,c
Institution
Purchase
Date
CPP Transaction Detail, as oF 6/30/2011
5/27/2009
9/29/2010
4/7/2010
12/22/2010
2/24/2010
5/3/2011
9/17/2010
7/8/2009
5/31/2011
9/24/2010
9/24/2010
Capital
Repayment
Date
$12,000,000
$30,000,000
$10,000,000
$866,540,000
$80,000,000
$6,000,000
$7,500,000
$41,500,000
$7,754,267
$2,836,000
$2,200,000
Capital
Repayment
Amount6
—
—
—
—
—
—
—
—
—
—
—
Remaining
Capital
Amount
5/27/2009
4/7/2010
3/9/2011
6/2/2010
N/A
9/17/2010
N/A
N/A
9/24/2010
Final
Disposition
Date
R
R
R
A
R
—
—
R
Note15
$600,000.00
$1,488,046.41
$79,700,000.00
$3,116,283.90
N/A
$375,000.00
N/A
N/A
$110,000.00
$14.50
$3.78
$9.54
$3.34
$8.97
$16.69
$6.48
$14.69
$6.94
$3.79
$4.10
$3.57
$5.29
Stock Price
Final Disposition
as of
Proceeds 6/30/2011
$237,983
$2,383,333
$659,722
$757,454
$276,193
$91,227,406
$1,932,667
$914,863
$640,612
$1,600,000
$7,944,444
$586,752
$4,677,778
$570,625
$619,938
$639,738
$4,522,222
$1,711,906
$1,409,292
$1,308,403
$744,982
$604,950
$527,969
$2,679,040
$300,643
$1,159,722
$3,006,944
$397,861
$10,958,333
Dividends/
Interest Paid
to Treasury
Continued on next page.
513,113
215,983
241,696
550,595
195,915
88,273
469,312
250,947
599,042
573,833
Current
Outstanding
Warrantsa
214
Appendix D I Transaction Detail I july 28, 2011
First Merchants Corporation, Muncie, IN28
First Midwest Bancorp, Inc., Itasca, IL
First National Corporation, Strasburg, VA
First NBC Bank Holding Company, New Orleans, LA
2/20/2009
2/21/2009
12/5/2008
3/13/2009
3/20/2009
Preferred Stock w/ Warrants
Preferred Stock w/ Warrants
First Place Financial Corp., Warren, OH
First Priority Financial Corp., Malvern, PA2,c
3/13/2009
2/20/2009
$2,600,000
Preferred Stock w/ Exercised Warrants
First Resource Bank, Exton, PA
1/30/2009
First State Bank of Mobeetie, Mobeetie, TX
First Texas BHC, Inc., Fort Worth, TX
First Trust Corporation, New Orleans, LA8
First ULB Corp., Oakland, CA2
First United Corporation, Oakland, MD
First Vernon Bancshares, Inc., Vernon, AL
First Western Financial, Inc., Denver, CO2,c
2/27/2009
3/6/2009
6/5/2009
1/23/2009
1/30/2009
6/12/2009
2/6/2009
FirstMerit Corporation, Akron, OH
1/9/2009
Preferred Stock w/ Warrants
Preferred Stock w/ Warrants
Firstbank Corporation, Alma, MI
1/30/2009
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Warrants
Preferred Stock w/ Exercised Warrants
Preferred Stock
2,10,30
$13,533,000
Preferred Stock w/ Exercised Warrants
$125,000,000
$33,000,000
$11,881,000
$8,559,000
$6,000,000
$30,000,000
$4,900,000
$17,969,000
$731,000
Preferred Stock w/ Exercised Warrants
Subordinated Debentures w/ Exercised Warrants
$5,500,000
$10,900,000
$50,000,000
$7,400,000
$33,000,000
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Exercised Warrants
Subordinated Debentures w/ Exercised Warrants
12/11/2009 First Western Financial, Inc., Denver, CO2,10a,c
2
First Southwest Bancorporation, Inc., Alamosa, CO2
3/6/2009
2
First South Bancorp, Inc., Lexington, TN
First Southern Bancorp, Inc., Boca Raton, FL2
7/17/2009
8
1/30/2009
12/23/2008 First Sound Bank, Seattle, WA
Preferred Stock w/ Warrants
Preferred Stock w/ Warrants
1/9/2009
First Security Group, Inc., Chattanooga, TN
Preferred Stock
12/11/2009 First Resource Bank, Exton, PA2,10a,c
$2,417,000
$15,349,000
Preferred Stock w/ Exercised Warrants
2,c
First Reliance Bancshares, Inc., Florence, SC2
3/6/2009
$4,596,000
Preferred Stock
$4,579,000
$72,927,000
$19,300,000
$17,390,000
12/18/2009 First Priority Financial Corp., Malvern, PA2,10a,c
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Warrants
11/21/2008 First PacTrust Bancorp, Inc., Chula Vista, CA
First Northern Community Bancorp, Dixon, CA
3/13/2009
$17,836,000
$184,011,000
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Warrants
$13,900,000
Preferred Stock w/ Exercised Warrants
$193,000,000
$46,400,000
Preferred Stock w/ Warrants
$69,600,000
Trust Preferred Securities w/ Warrants
$4,797,000
Investment
Amount
Preferred Stock w/ Warrants
Preferred Stock w/ Exercised Warrants
Investment Description
(continued)
11/21/2008 First Niagara Financial Group, Lockport, NY
2
First Merchants Corporation, Muncie, IN
2/13/2009
2
First Menasha Bancshares, Inc., Neenah, WI2
27
Institution
Purchase
Date
CPP Transaction Detail, as oF 6/30/2011
4/22/2009
9/29/2010
4/22/2009
4/14/2010
6/16/2010
12/15/2010
5/27/2009
Capital
Repayment
Date
$125,000,000
$6,000,000
$4,900,000
$731,000
$10,900,000
$19,300,000
$184,011,000
Capital
Repayment
Amount6
—
—
—
—
—
—
—
Remaining
Capital
Amount
5/27/2009
9/29/2010
4/22/2009
4/14/2010
6/16/2010
1/5/2011
6/24/2009
Final
Disposition
Date
R
R
R
R
R
R
R
Note15
$5,025,000.00
$245,000.00
$245,000.00
$37,000.00
$545,000.00
$1,003,227.00
$2,700,000.00
$16.51
$5.82
$4.97
$0.25
$0.65
$1.80
$1.15
$14.86
$4.60
$13.20
$12.29
$8.94
Stock Price
Final Disposition
as of
Proceeds 6/30/2011
$1,788,194
$3,781,250
$1,909,390
$417,770
$2,312,500
$66,021
$1,046,896
$1,616,529
$45,087
$207,327
$818,468
$7,667,527
$330,944
$1,402,500
$497,277
$1,833,286
$881,679
$7,009,095
$1,994,333
$1,888,747
$4,753,618
$2,092,672
$1,645,567
$23,588,889
$2,030,000
$10,939,444
$589,715
Dividends/
Interest Paid
to Treasury
Continued on next page.
578,947
326,323
114,080
823,627
3,670,822
352,977
1,305,230
991,453
Current
Outstanding
Warrantsa
Transaction detail I Appendix D I july 28, 2011
215
$1,300,000
Preferred Stock w/ Exercised Warrants
2
Fort Lee Federal Savings Bank, Fort Lee, NJ
Fortune Financial Corporation, Arnold, MO2
FPB Bancorp, Inc., Port St. Lucie, FL
FPB Financial Corp., Hammond, LA2
Franklin Bancorp, Inc., Washington, MO2
Freeport Bancshares, Inc., Freeport, IL8
Fremont Bancorporation, Fremont, CA8
Fresno First Bank, Fresno, CA
Frontier Bancshares, Inc., Austin, TX8
5/22/2009
4/3/2009
12/5/2008
1/23/2009
5/22/2009
5/8/2009
6/26/2009
1/23/2009
4/24/2009
Georgia Primary Bank, Atlanta, GA2
Germantown Capital Corporation, Inc., Germantown, TN2
Gold Canyon Bank, Gold Canyon, AZ
Goldwater Bank, N.A., Scottsdale, AZ2
Grand Capital Corporation, Tulsa, OK2
Grand Financial Corporation, Hattiesburg, MS8
Grand Mountain Bancshares, Inc., Granby, CO
GrandSouth Bancorporation, Greenville, SC2,c
5/1/2009
3/6/2009
6/26/2009
1/30/2009
4/24/2009
9/25/2009
5/29/2009
1/9/2009
12/11/2009 GrandSouth Bancorporation, Greenville, SC2,10a,c
2
Georgia Commerce Bancshares, Inc., Atlanta, GA2
2/6/2009
2,10
Gateway Bancshares, Inc., Ringgold, GA
5/8/2009
2
12/23/2008 Fulton Financial Corporation, Lancaster, PA
2
$15,000,000
Preferred Stock w/ Exercised Warrants
Foresight Financial Group, Inc., Rockford, IL2
5/15/2009
Preferred Stock
$6,319,000
$9,000,000
$3,076,000
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Exercised Warrants
$2,443,320
$4,000,000
Subordinated Debentures w/ Exercised Warrants
Preferred Stock w/ Exercised Warrants
$2,568,000
$1,607,000
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Exercised Warrants
$4,967,000
$4,500,000
$8,700,000
$6,000,000
$376,500,000
$3,000,000
$1,968,000
$35,000,000
$3,000,000
$5,097,000
$3,240,000
$5,800,000
$3,100,000
$51,500,000
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Warrants
Subordinated Debentures w/ Exercised Warrants
Preferred Stock w/ Exercised Warrants
Subordinated Debentures w/ Exercised Warrants
Subordinated Debentures w/ Exercised Warrants
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Warrants
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Warrants
FNB United Corp., Asheboro, NC
2/13/2009
$12,000,000
$70,000,000
$9,495,000
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Exercised Warrants
$20,471,000
Preferred Stock w/ Warrants
Florida Business BancGroup, Inc., Tampa, FL2
2/20/2009
Preferred Stock w/ Exercised Warrants
$266,657,000
FNB Bancorp, South San Francisco, CA2
Florida Bank Group, Inc., Tampa, FL2
7/24/2009
Preferred Stock w/ Warrants
Investment
Amount
12/19/2008 Flushing Financial Corporation, Lake Success, NY
Flagstar Bancorp, Inc., Troy, MI
1/30/2009
Investment Description
(continued)
2/27/2009
Institution
Purchase
Date
CPP Transaction Detail, as oF 6/30/2011
2/16/2011
7/14/2010
10/6/2010
11/24/2009
6/16/2010
12/16/2009
10/28/2009
Capital
Repayment
Date
$8,700,000
$376,500,000
$1,400,000
$1,600,000
$2,240,000
$1,000,000
$70,000,000
Capital
Repayment
Amount6
—
—
—
$1,400,000
—
$2,240,000
—
Remaining
Capital
Amount
2/16/2011
9/8/2010
10/6/2010
6/17/2010
6/16/2010
12/30/2009
Final
Disposition
Date
R
R
R
R
R
R
Note15
$435,000.00
$10,800,000.00
$150,000.00
$162,000.00
$900,000.00
$2.60
$10.71
$0.14
$12.60
$0.43
$11.00
$13.00
$1.19
Stock Price
Final Disposition
as of
Proceeds 6/30/2011
$1,603,781
—
$335,925
$448,717
$145,750
$53,860
$593,389
—
$961,471
$660,358
$29,335,625
$258,192
$214,440
$5,538,580
$508,293
$550,198
$221,722
$273,889
$357,611
$87,185
$1,635,000
$2,589,305
$1,449,700
$3,004,167
$1,157,188
$1,180,793
$30,554,447
Dividends/
Interest Paid
to Treasury
Continued on next page.
183,158
2,207,143
6,451,379
Current
Outstanding
Warrantsa
216
Appendix D I Transaction Detail I july 28, 2011
Gregg Bancshares, Inc., Ozark, MO2
Guaranty Bancorp, Inc., Woodsville, NH2
Guaranty Capital Corporation, Belzoni, MS
Guaranty Federal Bancshares, Inc., Springfield, MO
GulfSouth Private Bank, Destin, FL10,21
Gulfstream Bancshares, Inc., Stuart, FL2
Hamilton State Bancshares, Hoschton, GA
2/13/2009
2/20/2009
9/25/2009
1/30/2009
9/25/2009
6/26/2009
2/20/2009
31,k
Hartford Financial Services Group, Inc., Hartford, CT
Haviland Bancshares, Inc., Haviland, KS
6/26/2009
3/13/2009
Heartland Bancshares, Inc., Franklin, IN2,10
9/11/2009
Preferred Stock w/ Warrants
3/20/2009
Preferred Stock w/ Exercised Warrants
Preferred Stock
Highlands Bancorp, Inc. (Highlands State Bank), Vernon, NJ2,13,c
Highlands Bancorp, Inc. (Highlands State Bank),
Vernon, NJ2,10a,13,c
Highlands Independent Bancshares, Inc., Sebring, FL2
12/22/2009
3/6/2009
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Warrants
11/21/2008 HF Financial Corp., Sioux Falls, SD
5/8/2009
Heritage Oaks Bancorp, Paso Robles, CA
Preferred Stock w/ Warrants
11/21/2008 Heritage Financial Corporation, Olympia, WA
$10,103,000
$6,700,000
$2,359,000
$3,091,000
$25,000,000
$21,000,000
$24,000,000
$40,000,000
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Warrants
Heritage Bankshares, Inc., Norfolk, VA
$81,698,000
$7,000,000
$12,895,000
$30,255,000
$425,000
$3,400,000,000
$6,800,000
Preferred Stock w/ Warrants
11/21/2008 Heritage Commerce Corp., San Jose, CA
9/25/2009
2, 10
12/19/2008 Heartland Financial USA, Inc., Dubuque, IA
Preferred Stock w/ Warrants
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Warrants
HCSB Financial Corporation, Loris, SC
3/6/2009
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Warrants
Preferred Stock
$80,347,000
$7,000,000
Preferred Stock w/ Exercised Warrants
Common Stock w/ Warrants
$7,500,000
$7,500,000
$17,000,000
$14,000,000
$6,920,000
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Warrants
Subordinated Debentures
Preferred Stock w/ Exercised Warrants
12/19/2008 Hawthorn Bancshares, Inc., Lee’s Summit, MO
2
Harbor Bankshares Corporation, Baltimore, MD2,3
7/17/2009
12/31/2008 Hampton Roads Bankshares, Inc., Norfolk, VA
2,b
3,8,30
$825,000
$9,993,000
Preferred Stock w/ Exercised Warrants
Greer Bancshares Incorporated, Greer, SC
1/30/2009
Preferred Stock w/ Exercised Warrants
$651,000
Preferred Stock w/ Exercised Warrants
Green City Bancshares, Inc., Green City, MO
2/27/2009
2
$2,400,000
Preferred Stock w/ Exercised Warrants
2
$58,000,000
$72,278,000
Green Circle Investments, Inc., Clive, IA2
Preferred Stock w/ Warrants
$8,400,000
2/27/2009
Great Southern Bancorp, Springfield, MO
12/5/2008
Subordinated Debentures w/ Exercised Warrants
Investment
Amount
Preferred Stock w/ Warrants
Great River Holding Company, Baxter, MN8
7/17/2009
Investment Description
(continued)
12/23/2008 Green Bankshares, Inc., Greeneville, TN
Institution
Purchase
Date
CPP Transaction Detail, as oF 6/30/2011
6/3/2009
12/22/2010
3/16/2011
12/29/2010
3/31/2010
4/13/2011
7/30/2010
7/14/2010
Capital
Repayment
Date
$25,000,000
$24,000,000
$2,606,000
$425,000
$3,400,000,000
$7,000,000
$14,000,000
$651,000
Capital
Repayment
Amount6
—
—
$7,497,000
—
—
—
—
—
Remaining
Capital
Amount
6/30/2009
12/29/2010
9/21/2010
4/13/2011
N/A
7/14/2010
Final
Disposition
Date
R
R
A
R
—
R
Note15
$650,000.00
$21,000.00
$713,687,430.10
$350,000.00
N/A
$33,000.00
$3.50
$10.94
$3.80
$12.93
$5.11
$12.50
$14.55
$4.60
$1.01
$7.67
$26.37
$9.90
$5.43
$1.30
$2.62
$18.95
Stock Price
Final Disposition
as of
Proceeds 6/30/2011
$617,712
$446,197
$666,667
$947,916
$2,503,333
$1,466,667
$851,222
$9,826,454
$637,029
$1,090,702
$3,639,005
$41,524
$129,861,111
$282,744
$2,510,844
$819,166
$770,948
$757,380
$1,947,917
$913,299
$843,327
$45,190
$975,831
$49,037
$289,940
$5,942,858
$7,088,889
$759,575
Dividends/
Interest Paid
to Treasury
Continued on next page.
611,650
138,037
462,963
609,687
91,714
265,471
53,034
459,459
635,504
909,091
Current
Outstanding
Warrantsa
Transaction detail I Appendix D I july 28, 2011
217
Hometown Bancorp of Alabama, Inc., Oneonta, AL
Hometown Bancshares, Inc., Corbin, KY2
HomeTown Bankshares Corporation, Roanoke, VA2,10
2/20/2009
2/13/2009
9/18/2009
Preferred Stock w/ Warrants
Preferred Stock w/ Exercised Warrants
12/19/2008 Horizon Bancorp, Michigan City, IN
2/27/2009
Preferred Stock w/ Exercised Warrants
5/1/2009
IA Bancorp, Inc., Iselin, NJ2,10
IBC Bancorp, Inc., Chicago, IL3,8,30
Iberiabank Corporation, Lafayette, LA
IBT Bancorp, Inc., Irving, TX2
IBW Financial Corporation, Washington, DC2,3a
ICB Financial, Ontario, CA2
Idaho Bancorp, Boise, ID
Illinois State Bancorp, Inc., Chicago, IL2,c
9/18/2009
5/15/2009
12/5/2008
3/27/2009
3/13/2009
3/6/2009
1/16/2009
5/22/2009
Preferred Stock w/ Exercised Warrants
Independence Bank, East Greenwich, RI2
Independent Bank Corp., Rockland, MA
1/9/2009
1/9/2009
Preferred Stock w/ Exercised Warrants
4/24/2009
Preferred Stock w/ Warrants
2/27/2009
Preferred Stock w/ Warrants
Preferred Stock w/ Warrants
12/19/2008 Intermountain Community Bancorp, Sandpoint, ID
12/23/2008 International Bancshares Corporation, Laredo, TX
Integra Bank Corporation, Evansville, IN
Preferred Stock w/ Warrants
12/12/2008 Indiana Community Bancorp, Columbus, IN
Indiana Bank Corp., Dana, IN2
Mandatorily Convertible Preferred Stock w/ Warrants
12/12/2008 Independent Bank Corporation, Ionia, MI22
Preferred Stock w/ Warrants
Preferred Stock w/ Exercised Warrants
$216,000,000
$27,000,000
$83,586,000
$21,500,000
$1,312,000
$74,426,000
$78,158,000
$1,065,000
$4,000,000
$6,272,000
$6,900,000
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Exercised Warrants
$6,000,000
$6,000,000
$2,295,000
$90,000,000
$4,205,000
$5,976,000
$1,552,000
$1,398,071,000
$4,000,000
$5,000,000
$5,983,000
$25,000,000
$18,400,000
$10,000,000
$1,900,000
$3,250,000
$50,000,000
$26,000,000
$4,000,000
Investment
Amount
Preferred Stock w/ Exercised Warrants
Preferred Stock
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Warrants
Subordinated Debentures
12/29/2009 Illinois State Bancorp, Inc., Chicago, IL2,10a,c
2
Preferred Stock w/ Exercised Warrants
Hyperion Bank, Philadelphia, PA2
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Warrants
11/14/2008 Huntington Bancshares, Columbus, OH
2/6/2009
HPK Financial Corporation, Chicago, IL2,c
Preferred Stock w/ Exercised Warrants
11/13/2009 HPK Financial Corporation, Chicago, IL2,10a,c
Howard Bancorp, Inc., Ellicott City, MD2
Preferred Stock w/ Warrants
12/12/2008 HopFed Bancorp, Hopkinsville, KY
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Warrants
2
Home Bancshares, Inc., Conway, AR
1/16/2009
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Warrants
Hilltop Community Bancorp, Inc., Summit, NJ2
1/30/2009
Investment Description
(continued)
12/23/2008 HMN Financial, Inc., Rochester, MN
Institution
Purchase
Date
CPP Transaction Detail, as oF 6/30/2011
4/22/2009
9/3/2010
3/31/2009
9/10/2010
12/22/2010
11/10/2010
4/21/2010
Capital
Repayment
Date
$78,158,000
$6,000,000
$90,000,000
$4,205,000
$1,398,071,000
$6,250,000
$4,000,000
Capital
Repayment
Amount6
—
—
—
—
—
$18,750,000
—
Remaining
Capital
Amount
5/27/2009
N/A
5/20/2009
N/A
1/19/2011
4/21/2010
Final
Disposition
Date
R
—
R
—
R
R
Note15
$2,200,000.00
N/A
$1,200,000.00
N/A
$49,100,000.00
$200,000.00
$16.73
$1.20
$0.05
$17.29
$2.03
$26.25
$0.07
$57.64
$1,152.00
$6.05
$26.90
$7.91
$4.25
$5.80
$23.64
$2.45
$4.12
Stock Price
Final Disposition
as of
Proceeds 6/30/2011
$25,860,000
$1,222,500
$1,950,340
$2,606,875
$147,254
$2,430,000
$1,118,094
$136,347
$964,036
$124,306
$716,675
$453,067
$266,880
$1,450,000
$427,216
$522,590
$192,511
$147,185,809
$840,379
$722,766
$2,846,354
$2,231,000
$233,563
$351,326
$396,172
$5,826,389
$2,462,778
$267,050
Dividends/
Interest Paid
to Treasury
Continued on next page.
1,326,238
653,226
7,418,876
188,707
346,154
212,104
248,692
158,472
833,333
Current
Outstanding
Warrantsa
218
Appendix D I Transaction Detail I july 28, 2011
Institution
2
Katahdin Bankshares Corp., Houlton, ME
Lakeland Financial Corporation, Warsaw, IN
2/27/2009
2
3,30
Liberty Bancshares, Inc., Springfield, MO2
Liberty Bancshares, Inc., Fort Worth, TX2,10
Liberty Financial Services, Inc., New Orleans, LA
Liberty Shares, Inc., Hinesville, GA
Lincoln National Corporation, Radnor, PA
2/13/2009
12/4/2009
2/6/2009
2/20/2009
7/10/2009
Preferred Stock w/ Warrants
Preferred Stock w/ Warrants
Preferred Stock w/ Warrants
M&T Bank Corporation (Provident Bancshares Corp.),
11/14/2008
Baltimore, MD
M&T Bank Corporation (Wilmington Trust Corporation),
Wilmington, DE43,e
Mackinac Financial Corporation, Manistique, MI
12/12/2008
4/24/2009
Preferred Stock w/ Warrants
Preferred Stock w/ Warrants
12/23/2008 M&T Bank Corporation, Buffalo, NYd
M&F Bancorp, Inc., Durham, NC2,3,10,30
Preferred Stock
Preferred Stock w/ Exercised Warrants
12/12/2008 LSB Corporation, North Andover, MA
Lone Star Bank, Houston, TX
Preferred Stock w/ Warrants
Preferred Stock w/ Warrants
$11,000,000
$330,000,000
$151,500,000
$600,000,000
$11,735,000
$15,000,000
$3,072,000
$25,223,000
$950,000,000
$17,280,000
$5,645,000
Preferred Stock
Preferred Stock w/ Exercised Warrants
$6,500,000
$21,900,000
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Exercised Warrants
$57,500,000
$5,498,000
Preferred Stock
Preferred Stock w/ Exercised Warrants
$5,830,000
$13,400,000
$3,000,000
$56,044,000
$59,000,000
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Warrants
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Warrants
6/26/2009
2/6/2009
2
12/12/2008 LNB Bancorp Inc., Lorain, OH
Liberty Bancshares, Inc., Jonesboro, AR
1/23/2009
2
Legacy Bancorp, Inc., Milwaukee, WI
1/30/2009
2
3,25
LCNB Corp., Lebanon, OH
12/23/2008 Leader Bancorp, Inc., Arlington, MA2
1/9/2009
12/18/2009 Layton Park Financial Group, Milwaukee, WI
Lakeland Bancorp, Inc., Oak Ridge, NJ
2/6/2009
Preferred Stock w/ Warrants
$2,453,000
Preferred Stock
12/29/2009 Lafayette Bancorp, Inc., Oxford, MS
$1,998,000
Preferred Stock w/ Exercised Warrants
2,10a,30,c
Lafayette Bancorp, Inc., Oxford, MS
2/20/2009
$4,000,000
$470,000
$2,500,000,000
$10,449,000
$25,000,000,000
$4,000,000
$25,000,000
Investment
Amount
Preferred Stock w/ Exercised Warrants
KS Bancorp, Inc., Smithfield, NC2
8/21/2009
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Warrants
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Warrants
Subordinated Debentures w/ Exercised Warrants
Preferred Stock w/ Warrants
Investment Description
(continued)
2,30,c
Kirksville Bancorp, Inc., Kirksville, MO2
3/20/2009
l
11/14/2008 KeyCorp, Cleveland, OH
1/30/2009
10/28/2008 JPMorgan Chase & Co., New York, NY
5/8/2009
Investors Financial Corporation of Pettis County, Inc.,
Sedalia, MO8
12/23/2008 Intervest Bancshares Corporation, New York, NY
Purchase
Date
CPP Transaction Detail, as oF 6/30/2011
5/13/2011
5/18/2011
8/20/2010
11/18/2009
6/30/2010
9/24/2010
11/24/2010
10/21/2009
6/9/2010
—
—
—
—
—
—
—
$19,000,000
$39,000,000
—
—
—
—
Remaining
Capital
Amount
$330,000,000
—
$370,000,000 $230,000,000
$11,735,000
$15,000,000
$950,000,000
$5,645,000
$5,830,000
$13,400,000
$56,044,000
$20,000,000
$20,000,000
8/4/2010
3/16/2011
$2,453,000
$1,998,000
$2,500,000,000
$25,000,000,000
Capital
Repayment
Amount6
9/29/2010
9/29/2010
3/30/2011
6/17/2009
Capital
Repayment
Date
N/A
12/16/2009
9/16/2010
N/A
11/24/2010
N/A
9/29/2010
4/20/2011
12/10/2009
Final
Disposition
Date
—
R
A
—
R
—
R
R
A
Note15
N/A
$560,000.00
$216,620,886.60
N/A
$292,000.00
N/A
$100,000.00
$70,000,000.00
$950,318,242.75
$6.00
$87.95
$87.95
$5.72
$28.49
$13.77
$11.92
$22.26
$9.98
$10.00
$8.33
$14.45
$40.94
$3.06
Stock Price
Final Disposition
as of
Proceeds 6/30/2011
$1,132,083
$39,920,833
$9,489,792
$121,377,083
$674,763
$700,000
—
$3,058,289
$46,180,555
$1,399,560
$461,009
$495,876
$2,692,118
$7,242,445
$355,079
$609,961
$524,833
$230,263
$3,596,156
$5,766,806
$267,134
$377,867
$55,240
$297,222,222
$1,304,944
$795,138,889
$174,325
$1,118,056
Dividends/
Interest Paid
to Treasury
Continued on next page.
379,310
1,856,714
407,542
95,383
561,343
217,063
198,269
949,571
691,882
Current
Outstanding
Warrantsa
Transaction detail I Appendix D I july 28, 2011
219
2
Preferred Stock w/ Exercised Warrants
Manhattan Bancshares, Inc., Manhattan, IL8
Marine Bank & Trust Company, Vero Beach, FL
Market Bancorporation, Inc., New Market, MN2
Market Street Bancshares, Inc., Mt. Vernon, IL8
6/19/2009
3/6/2009
2/20/2009
5/15/2009
MB Financial Inc., Chicago, IL
12/5/2008
Meridian Bank, Devon, PA2,c
2/13/2009
$7,186,000
$2,040,000
Metropolitan Bank Group, Inc. (NC Bancorp, Inc.), Chicago, IL2,41 Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Exercised Warrants
Metropolitan Capital Bancorp, Inc., Chicago, IL
6/26/2009
4/10/2009
Preferred Stock
Preferred Stock w/ Warrants
12/19/2008 Mid Penn Bancorp, Inc., Millersburg, PA
Preferred Stock w/ Exercised Warrants
11/20/2009 Metropolitan Capital Bancorp, Inc., Chicago, IL2,10a,c
2,c
Metropolitan Bank Group, Inc., Chicago, IL2,41
6/26/2009
$10,000,000
$2,348,000
$74,706,000
$45,000,000
$7,700,000
MetroCorp Bancshares, Inc., Houston, TX
1/16/2009
Preferred Stock w/ Warrants
Preferred Stock w/ Exercised Warrants
Metro City Bank, Doraville, GA2
1/30/2009
$6,335,000
Preferred Stock
$6,200,000
$1,881,000
12/11/2009 Meridian Bank, Devon, PA2,10a,c
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Exercised Warrants
$3,510,000
Merchants and Planters Bancshares, Inc., Toone, TN2
3/6/2009
Preferred Stock w/ Exercised Warrants
Merchants and Manufacturers Bank Corporation, Joliet, IL
6/19/2009
$3,500,000
Mercantile Capital Corp., Boston, MA2
2/6/2009
$21,000,000
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Warrants
Mercantile Bank Corporation, Grand Rapids, MI
5/15/2009
$9,698,000
$11,800,000
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Exercised Warrants
Medallion Bank, Salt Lake City, UT
$6,000,000
$196,000,000
$1,700,000
$1,715,000,000
$35,500,000
$20,300,000
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Warrants
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Warrants
Preferred Stock w/ Exercised Warrants
Subordinated Debentures w/ Exercised Warrants
$2,060,000
$3,000,000
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Exercised Warrants
$2,639,000
$1,700,000
$57,000,000
$4,500,000
$13,795,000
$3,370,000
Investment
Amount
Subordinated Debentures w/ Exercised Warrants
12/22/2009 Medallion Bank, Salt Lake City, UT2,10a,c
2/27/2009
2,c
11/20/2009 McLeod Bancshares, Inc., Shorewood, MN2
Maryland Financial Bank, Towson, MD2
3/27/2009
11/14/2008 Marshall & Ilsley Corporation, Milwaukee, WI
44
12/19/2008 Marquette National Corporation, Chicago, IL2
Manhattan Bancorp, El Segundo, CA
12/5/2008
2
Preferred Stock w/ Warrants
MainSource Financial Group, Inc., Greensburg, IN
1/16/2009
Preferred Stock w/ Warrants
Preferred Stock w/ Exercised Warrants
12/29/2009 Mainline Bancorp, Inc., Ebensburg, PA2
Preferred Stock w/ Exercised Warrants
Madison Financial Corporation, Richmond, KY2
3/13/2009
Investment Description
(continued)
12/23/2008 Magna Bank, Memphis, TN2
Institution
Purchase
Date
CPP Transaction Detail, as oF 6/30/2011
9/16/2009
6/8/2011
11/24/2009
Capital
Repayment
Date
$1,700,000
$3,455,000
$3,455,000
Capital
Repayment
Amount6
—
$6,885,000
$10,340,000
Remaining
Capital
Amount
10/14/2009
Final
Disposition
Date
R
Note15
$63,363.90
$8.20
$6.50
$8.30
$19.24
$5.34
$110.00
$4.00
$8.30
Stock Price
Final Disposition
as of
Proceeds 6/30/2011
$1,202,778
$407,639
$332,256
$3,454,185
$4,709,219
$961,698
$1,214,401
$224,668
$364,609
$433,956
$1,050,000
$2,109,967
$485,958
$23,955,556
$105,003
$214,613,194
$4,654,149
$3,406,340
$138,778
$235,713
$421,926
$66,347
$6,642,083
$337,900
$1,556,494
$169,422
Dividends/
Interest Paid
to Treasury
Continued on next page.
73,099
771,429
616,438
506,024
13,815,789
571,906
Current
Outstanding
Warrantsa
220
Appendix D I Transaction Detail I july 28, 2011
MidWestOne Financial Group, Inc., Iowa City, IA
Mid-Wisconsin Financial Services, Inc., Medford, WI2
Millennium Bancorp, Inc., Edwards, CO
Mission Community Bancorp, San Luis Obispo, CA
2/6/2009
2/20/2009
4/3/2009
1/9/2009
$10,189,000
MS Financial, Inc., Kingwood, TX
3/27/2009
National Bancshares, Inc., Bettendorf, IA
NEMO Bancshares Inc., Madison, MO
New Hampshire Thrift Bancshares, Inc., Newport, NH
6/19/2009
1/16/2009
Preferred Stock w/ Warrants
Subordinated Debentures w/ Exercised Warrants
Preferred Stock w/ Exercised Warrants
12/19/2008 NCAL Bancorp, Los Angeles, CA2
8
Subordinated Debentures w/ Exercised Warrants
$10,000,000
$2,330,000
$10,000,000
$2,000,000
$150,000,000
$24,664,000
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Warrants
$67,000,000
12/11/2009 Nationwide Bankshares, Inc., West Point, NE8
12/12/2008 National Penn Bancshares, Inc., Boyertown, PA
2/27/2009
11/21/2008 Nara Bancorp, Inc., Los Angeles, CA
$4,000,000
$32,382,000
Preferred Stock w/ Warrants
Preferred Stock w/ Exercised Warrants
Naples Bancorp, Inc., Naples, FL2
Preferred Stock w/ Warrants
$7,723,000
Preferred Stock w/ Exercised Warrants
3/27/2009
$3,300,000
$6,216,000
$13,000,000
$10,000,000,000
$4,734,000
$9,516,000
$14,700,000
$6,785,000
$1,834,000
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Warrants
12/23/2008 MutualFirst Financial, Inc., Muncie, IN
l
Mountain Valley Bancshares, Inc., Cleveland, GA2
9/25/2009
2
Moscow Bancshares, Inc., Moscow, TN2
1/23/2009
2
Morrill Bancshares, Inc., Merriam, KS
1/16/2009
2
Monument Bank, Bethesda, MD2
1/30/2009
10/28/2008 Morgan Stanley, New York, NY
Preferred Stock w/ Exercised Warrants
Moneytree Corporation, Lenoir City, TN2
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Warrants
12/19/2008 Monarch Financial Holdings, Inc., Chesapeake, VA
Preferred Stock w/ Warrants
Monarch Community Bancorp, Inc., Coldwater, MI
2/6/2009
3/13/2009
Preferred Stock w/ Exercised Warrants
12/19/2008 Monadnock Bancorp, Inc., Peterborough, NH2
$5,116,000
Preferred Stock
$5,500,000
$7,260,000
Preferred Stock w/ Exercised Warrants
Preferred Stock
$10,000,000
$16,000,000
$700,000
$89,388,000
$5,222,000
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Warrants
Preferred Stock w/ Exercised Warrants
Mandatorily Convertible Preferred Stock w/ Warrants
Preferred Stock w/ Exercised Warrants
$20,000,000
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Warrants
$22,000,000
Investment
Amount
Preferred Stock w/ Warrants
Investment Description
(continued)
12/23/2008 Mission Valley Bancorp, Sun Valley, CA3,30
3
Midwest Regional Bancorp, Inc., Festus, MO
2/13/2009
2
Midwest Banc Holdings, Inc., Melrose Park, IL
12/5/2008
2
Midtown Bank & Trust Company, Atlanta, GA2
2/27/2009
14,20
Midland States Bancorp, Inc., Effingham, IL
MidSouth Bancorp, Inc., Lafayette, LA
1/23/2009
1/9/2009
Middleburg Financial Corporation, Middleburg, VA
1/30/2009
2
Institution
Purchase
Date
CPP Transaction Detail, as oF 6/30/2011
12/29/2010
3/16/2011
6/17/2009
12/23/2009
8/20/2010
11/10/2009
12/23/2009
12/23/2009
Capital
Repayment
Date
$2,000,000
$150,000,000
$10,000,000,000
$14,700,000
$5,500,000
$700,000
$10,189,000
$22,000,000
Capital
Repayment
Amount6
—
—
—
—
—
—
—
—
Remaining
Capital
Amount
12/29/2010
4/13/2011
8/12/2009
2/10/2010
N/A
11/10/2009
12/23/2009
Final
Disposition
Date
R
R
R
R
—
R
R
Note15
$100,000.00
$1,000,000.00
$950,000,000.00
$260,000.00
N/A
$35,000.00
$509,000.00
$13.35
$9.50
$7.93
$25.29
$8.13
$9.12
$23.01
$7.90
$1.12
$3.10
$4.00
$3.50
$8.00
$14.45
$0.01
$13.63
$14.94
Stock Price
Final Disposition
as of
Proceeds 6/30/2011
$1,165,278
$372,643
$1,311,028
$176,190
$16,958,333
$2,307,492
$8,319,167
$356,067
$3,876,845
$477,009
$294,754
$782,982
$1,651,199
$318,055,555
$591,318
$1,126,601
$743,167
$262,919
$190,517
$456,042
$601,130
$343,053
$1,082,431
$1,820,000
$28,294
$824,289
$275,105
$2,350,000
$508,989
$986,944
Dividends/
Interest Paid
to Treasury
Continued on next page.
184,275
521,266
625,135
260,962
198,675
4,282,020
104,384
104,101
Current
Outstanding
Warrantsa
Transaction detail I Appendix D I july 28, 2011
221
Preferred Stock w/ Exercised Warrants
5/15/2009
Preferred Stock w/ Warrants
2/20/2009
Ojai Community Bank, Ojai, CA
Old Line Bancshares, Inc., Bowie, MD
1/30/2009
12/5/2008
One Georgia Bank, Atlanta, GA2
OneFinancial Corporation, Little Rock, AR8,10
5/8/2009
6/5/2009
12/23/2008 Pacific Commerce Bank, Los Angeles, CA2
Preferred Stock w/ Exercised Warrants
$4,060,000
$4,120,000
$11,600,000
Pacific Coast National Bancorp, San Clemente, CA2,19
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Exercised Warrants
1/16/2009
12/23/2008 Pacific Coast Bankers’ Bancshares, San Francisco, CA
$16,200,000
Preferred Stock w/ Exercised Warrants
$195,045,000
$6,100,000
$3,216,000
12/19/2008 Pacific City Financial Corporation, Los Angeles, CA2
Subordinated Debentures w/ Exercised Warrants
Preferred Stock w/ Exercised Warrants
$12,063,000
$17,300,000
$5,500,000
$2,816,000
Common Stock w/ Warrants
OSB Financial Services, Inc., Orange, TX8
5/1/2009
Preferred Stock
Subordinated Debentures w/ Exercised Warrants
Preferred Stock w/ Exercised Warrants
$73,000,000
$100,000,000
$7,000,000
$2,080,000
$38,263,000
$13,500,000
$7,700,000
11/21/2008 Pacific Capital Bancorp, Santa Barbara, CA29
Oregon Bancorp, Inc., Salem, OR
4/24/2009
2
Omega Capital Corp., Lakewood, CO
4/17/2009
12/19/2008 OneUnited Bank, Boston, MA2,3
Preferred Stock w/ Warrants
Old Second Bancorp, Inc., Aurora, IL
1/16/2009
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Warrants
Preferred Stock w/ Warrants
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Warrants
Preferred Stock w/ Warrants
12/12/2008 Old National Bancorp, Evansville, IN
2
OceanFirst Financial Corp., Toms River, NJ
1/16/2009
2
Oak Valley Bancorp, Oakdale, CA
12/5/2008
Preferred Stock w/ Warrants
$1,992,000
Oak Ridge Financial Services, Inc., Oak Ridge, NC
1/30/2009
Preferred Stock w/ Exercised Warrants
Northwest Commercial Bank, Lakewood, WA
2/13/2009
$10,500,000
Northwest Bancorporation, Inc., Spokane, WA2
2/13/2009
$10,000,000
$1,576,000,000
$17,211,000
$1,230,000
$1,341,000
$4,227,000
$10,200,000
$14,964,000
$52,372,000
$267,274,000
Investment
Amount
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Exercised Warrants
Northway Financial, Inc., Berlin, NH2
1/30/2009
2
Preferred Stock w/ Warrants
11/14/2008 Northern Trust Corporation, Chicago, IL
Northern States Financial Corporation, Waukegan, IL
Preferred Stock
12/18/2009 Northern State Bank, Closter, NJ2,10a,c
Northern State Bank, Closter, NJ2,c
Preferred Stock w/ Warrants
12/12/2008 Northeast Bancorp, Lewiston, ME
2
Preferred Stock w/ Warrants
1/9/2009
North Central Bancshares, Inc., Fort Dodge, IA
Preferred Stock w/ Exercised Warrants
12/23/2008 Nicolet Bankshares, Inc., Green Bay, WI2
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Warrants
New York Private Bank & Trust Corporation, New York, NY2
1/9/2009
Investment Description
(continued)
12/12/2008 NewBridge Bancorp, Greensboro, NC
Institution
Purchase
Date
CPP Transaction Detail, as oF 6/30/2011
2/11/2010
3/31/2009
7/15/2009
12/30/2009
6/17/2009
Capital
Repayment
Date
—
$100,000,000
$7,000,000
$38,263,000
$1,576,000,000
Capital
Repayment
Amount6
—
—
—
—
—
Remaining
Capital
Amount
N/A
5/8/2009
9/2/2009
2/3/2010
8/26/2009
Final
Disposition
Date
R
R
R
R
Note15
N/A
$1,200,000.00
$225,000.00
$430,797.00
$87,000,000.00
$3.25
$31.79
$8.50
$0.90
$10.80
$8.38
$3.50
$12.95
$5.85
$3.77
$3.50
$4.58
$10.95
$45.96
$1.14
$13.75
$17.95
$4.58
Stock Price
Final Disposition
as of
Proceeds 6/30/2011
$387,223
$18,088
$1,513,768
$358,065
$2,107,397
$1,058,285
$360,805
$93,823
$2,729,992
—
$50,311
$5,769,028
$1,513,889
$213,889
$203,103
$1,828,122
$1,650,000
$882,292
$244,953
$575,430
$1,248,958
$46,623,333
$418,323
$232,773
$512,524
$1,198,500
$1,952,717
$6,350,105
$34,231,181
Dividends/
Interest Paid
to Treasury
Continued on next page.
15,120
815,339
350,346
163,830
584,084
67,958
99,157
2,567,255
Current
Outstanding
Warrantsa
222
Appendix D I Transaction Detail I july 28, 2011
Preferred Stock w/ Warrants
12/19/2008 Patapsco Bancorp, Inc., Dundalk, MD
Pathway Bancorp, Cairo, NE2
3/27/2009
Peninsula Bank Holding Co., Palo Alto, CA
Penn Liberty Financial Corp., Wayne, PA
Peoples Bancorp, Lynden, WA
Peoples Bancorp Inc., Marietta, OH
1/30/2009
4/17/2009
2/13/2009
1/30/2009
PFSB Bancorporation, Inc., Pigeon Falls, WI2,10
PGB Holdings, Inc., Chicago, IL
Pierce County Bancorp, Tacoma, WA
Pinnacle Bank Holding Company, Inc., Orange City, FL2
9/11/2009
2/6/2009
1/23/2009
3/6/2009
Plato Holdings Inc., Saint Paul, MN
Plumas Bancorp, Quincy, CA
Popular, Inc., San Juan, PR12
7/17/2009
1/30/2009
12/5/2008
8,10
2
12/19/2008 Plains Capital Corporation, Dallas, TX
12/12/2008 Pinnacle Financial Partners, Inc., Nashville, TN
2,25
PeoplesSouth Bancshares, Inc., Colquitt, GA2
3/6/2009
3,30
Peoples Bancshares of TN, Inc, Madisonville, TN
3/20/2009
2
Peoples Bancorporation, Inc., Easley, SC
4/24/2009
2
12/23/2008 Peoples Bancorp of North Carolina, Inc., Newton, NC
2
Peapack-Gladstone Financial Corporation, Gladstone, NJ
1/9/2009
2
Patterson Bancshares, Inc, Patterson, LA
2
4/17/2009
12/19/2008 Patriot Bancshares, Inc., Houston, TX2
Pathfinder Bancorp, Inc., Oswego, NY
9/11/2009
2
$3,756,000
$31,762,000
$16,288,000
$100,000,000
$23,200,000
$6,500,000
Investment
Amount
$18,000,000
Preferred Stock w/ Exercised Warrants
$3,900,000
Preferred Stock w/ Exercised Warrants
$6,800,000
Preferred Stock w/ Exercised Warrants
Trust Preferred Securities w/ Warrants
Preferred Stock w/ Warrants
$935,000,000
$11,949,000
$2,500,000
$87,631,000
Preferred Stock w/ Exercised Warrants
Subordinated Debentures w/ Exercised Warrants
$95,000,000
Preferred Stock w/ Warrants
$4,389,000
$3,000,000
Preferred Stock
Preferred Stock w/ Exercised Warrants
$1,500,000
Preferred Stock w/ Exercised Warrants
$12,325,000
$12,660,000
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Exercised Warrants
$25,054,000
Preferred Stock w/ Warrants
$39,000,000
$9,960,000
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Warrants
$6,000,000
Preferred Stock w/ Warrants
$28,685,000
$3,690,000
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Warrants
$26,038,000
$3,727,000
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Exercised Warrants
$6,771,000
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Warrants
$6,000,000
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Warrants
12/23/2008 Parkvale Financial Corporation, Monroeville, PA
2/6/2009
Preferred Stock w/ Warrants
Parke Bancorp, Inc., Sewell, NJf
1/30/2009
Pascack Bancorp, Inc. (Pascack Community Bank),
Westwood, NJ2,13
Preferred Stock w/ Warrants
12/23/2008 Park National Corporation, Newark, OH
Park Bancorporation, Inc., Madison, WI2
Preferred Stock w/ Exercised Warrants
Investment Description
3/6/2009
Institution
(continued)
12/12/2008 Pacific International Bancorp, Seattle, WA
Purchase
Date
CPP Transaction Detail, as oF 6/30/2011
8/13/2010
2/2/2011
3/2/2011
1/6/2010
Capital
Repayment
Date
$3,000,000
$21,000,000
$7,172,000
$7,172,000
Capital
Repayment
Amount6
—
$18,000,000
$14,341,000
$21,513,000
Remaining
Capital
Amount
N/A
Final
Disposition
Date
—
Note15
N/A
$21.94
$2.42
$15.56
$6.39
$11.27
$17.12
$5.70
$11.78
$8.87
$0.75
$5.00
$21.50
$7.76
$65.86
$3.47
Stock Price
Final Disposition
as of
Proceeds 6/30/2011
$101,421,528
$622,344
$378,836
$11,488,765
$11,518,750
$284,999
$207,948
$227,917
$136,554
$1,472,121
$457,573
$1,420,188
$2,999,521
$4,168,333
$2,212,700
$1,127,859
$708,943
$2,810,674
$216,795
$2,704,136
$77,852
$568,012
$377,867
$465,738
$3,802,617
$1,866,333
$11,972,222
$2,771,143
$381,875
Dividends/
Interest Paid
to Treasury
Continued on next page.
20,932,836
237,712
267,455
357,234
313,505
81,670
150,296
154,354
376,327
362,733
227,376
Current
Outstanding
Warrantsa
Transaction detail I Appendix D I july 28, 2011
223
Premier Financial Corp, Dubuque, IA8
Premier Service Bank, Riverside, CA2
PremierWest Bancorp, Medford, OR
5/22/2009
2/20/2009
2/13/2009
Provident Community Bancshares, Inc., Rock Hill, SC
PSB Financial Corporation, Many, LA
Puget Sound Bank, Bellevue, WA2
Pulaski Financial Corp, Creve Coeur, MO
QCR Holdings, Inc., Moline, IL
3/13/2009
2/27/2009
1/16/2009
1/16/2009
2/13/2009
Redwood Capital Bancorp, Eureka, CA2
Redwood Financial Inc., Redwood Falls, MN2
Regent Bancorp, Inc., Davie, FL
Regent Capital Corporation, Nowata, OK2
1/16/2009
1/9/2009
3/6/2009
2/27/2009
Preferred Stock w/ Exercised Warrants
2/13/2009
Preferred Stock w/ Exercised Warrants
Reliance Bancshares, Inc., Frontenac, MO2
Ridgestone Financial Services, Inc., Brookfield, WI2
2/13/2009
2/27/2009
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Warrants
11/14/2008 Regions Financial Corporation, Birmingham, AL
Regional Bankshares, Inc., Hartsville, SC2
Preferred Stock w/ Exercised Warrants
$10,900,000
$40,000,000
$3,500,000,000
$1,500,000
$12,700,000
$2,655,000
$9,982,000
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Exercised Warrants
$2,995,000
$3,800,000
$8,900,000
$6,229,000
$38,237,000
$32,538,000
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Warrants
Preferred Stock w/ Warrants
$4,500,000
$9,270,000
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Exercised Warrants
$9,266,000
$4,000,000
$243,815,000
Preferred Stock w/ Warrants
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Warrants
$3,262,000
Preferred Stock
10/23/2009 Regents Bancshares, Inc., Vancouver, WA2,10
2
RCB Financial Corporation, Rome, GA2,10
6/19/2009
10/30/2009 Randolph Bank & Trust Company, Asheboro, NC
2
Providence Bank, Rocky Mount, NC2,10
10/2/2009
2,30
PrivateBancorp, Inc., Chicago, IL
1/30/2009
2,10a,c
12/29/2009 Private Bancorporation, Inc., Minneapolis, MN
Private Bancorporation, Inc., Minneapolis, MN2,c
2/27/2009
$25,083,000
$4,960,000
Preferred Stock w/ Warrants
Princeton National Bancorp, Inc., Princeton, IL
1/23/2009
$10,800,000
$41,400,000
$4,000,000
$6,349,000
$22,252,000
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Exercised Warrants
11/20/2009 Presidio Bank, San Francisco, CA2,10
Preferred Stock w/ Warrants
Preferred Stock w/ Exercised Warrants
Subordinated Debentures w/ Exercised Warrants
Preferred Stock w/ Warrants
$9,500,000
Premier Financial Bancorp, Inc., Huntington, WV
10/2/2009
Preferred Stock w/ Exercised Warrants
Premier Bank Holding Company, Tallahassee, FL
3/20/2009
$6,784,000
$2,800,000
$35,000,000
Investment
Amount
Subordinated Debentures
Premier Bancorp, Inc., Wilmette, IL3,8,30
5/8/2009
2
Preferred Stock w/ Exercised Warrants
Prairie Star Bancshares, Inc., Olathe, KS2
4/3/2009
Investment Description
Preferred Stock w/ Warrants
Institution
(continued)
11/21/2008 Porter Bancorp Inc., Louisville, KY
Purchase
Date
CPP Transaction Detail, as oF 6/30/2011
9/29/2010
8/13/2010
Capital
Repayment
Date
$9,270,000
$6,784,000
Capital
Repayment
Amount6
—
—
Remaining
Capital
Amount
9/29/2010
N/A
Final
Disposition
Date
R
—
Note15
$464,000.00
N/A
—
$0.80
$6.20
$12.00
$8.92
$8.92
$7.13
$10.00
$0.55
$13.80
$13.88
$5.00
$7.00
$1.45
$1.26
$7.16
$4.98
Stock Price
Final Disposition
as of
Proceeds 6/30/2011
$277,224
$3,827,111
$437,986,111
$184,392
$1,044,836
$320,796
$784,282
$383,638
$482,658
$893,934
$438,443
$4,312,284
$3,791,581
$571,569
$802,802
$543,091
$349,395
$27,937,135
$498,860
$2,271,405
$845,969
$1,046,500
$54,500
$522,263
$1,812,268
$467,413
$660,215
$132,253
$4,345,833
Dividends/
Interest Paid
to Treasury
Continued on next page.
48,253,677
521,888
778,421
178,880
645,013
155,025
109,039
628,588
330,561
Current
Outstanding
Warrantsa
224
Appendix D I Transaction Detail I july 28, 2011
Security Capital Corporation, Batesville, MS2,10,30
6/26/2009
Sound Banking Company, Morehead City, NC2
1/9/2009
$3,070,000
$8,653,000
Preferred Stock w/ Exercised Warrants
Sonoma Valley Bancorp, Sonoma, CA
2/20/2009
Preferred Stock w/ Exercised Warrants
$7,414,000
Preferred Stock w/ Warrants
2,25
Somerset Hills Bancorp, Bernardsville, NJ
1/16/2009
$120,000,000
Preferred Stock w/ Warrants
$1,700,000
$25,000,000
$23,393,000
$10,750,000
12/12/2008 Signature Bank, New York, NY
Subordinated Debentures w/ Exercised Warrants
Preferred Stock w/ Warrants
Shore Bancshares, Inc., Easton, MD
Signature Bancshares, Inc., Dallas, TX8
1/9/2009
6/26/2009
Subordinated Debentures w/ Exercised Warrants
Preferred Stock w/ Warrants
Security State Bank Holding-Company, Jamestown, ND8
5/1/2009
$12,500,000
$18,000,000
Preferred Stock w/ Warrants
Preferred Stock w/ Exercised Warrants
$17,388,000
$6,815,000
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Exercised Warrants
11/21/2008 Severn Bancorp, Inc., Annapolis, MD
Security State Bancshares, Inc., Charleston, MO2
2/20/2009
30
12/19/2008 Security Federal Corporation, Aiken, SC
Security California Bancorp, Riverside, CA2
1/9/2009
$5,803,000
$2,152,000
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Exercised Warrants
Security Bancshares of Pulaski County, Inc., Waynesville, MO
Security Business Bancorp, San Diego, CA2
2/13/2009
1/9/2009
$1,800,000
Preferred Stock w/ Exercised Warrants
12/23/2008 Seacoast Commerce Bank, Chula Vista, CA2
$50,000,000
$64,779,000
$4,000,000
Preferred Stock w/ Warrants
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Warrants
SCBT Financial Corporation, Columbia, SC
1/16/2009
$4,000,000
$2,900,000
Preferred Stock w/ Warrants
Preferred Stock w/ Exercised Warrants
$83,094,000
$8,816,000
$1,549,000
$108,676,000
$30,407,000
$25,000,000
$1,100,000
$15,000,000
$5,983,000
Investment
Amount
12/19/2008 Seacoast Banking Corporation of Florida, Stuart, FL
SBT Bancorp, Inc., Simsbury, CT
3/27/2009
2
12/19/2008 Santa Lucia Bancorp, Atascadero, CA
Santa Clara Valley Bank, N.A., Santa Paula, CA2
Preferred Stock w/ Warrants
2/13/2009
2
Preferred Stock w/ Warrants
Preferred Stock w/ Warrants
Sandy Spring Bancorp, Inc., Olney, MD
S&T Bancorp, Indiana, PA
1/16/2009
12/5/2008
Royal Bancshares of Pennsylvania, Inc., Narberth, PA
2/20/2009
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Warrants
Rogers Bancshares, Inc., Little Rock, AR2
1/30/2009
Subordinated Debentures w/ Exercised Warrants
Salisbury Bancorp, Inc., Lakeville, CT
Riverside Bancshares, Inc., Little Rock, AR8
5/15/2009
Subordinated Debentures w/ Exercised Warrants
Preferred Stock w/ Exercised Warrants
3/13/2009
River Valley Bancorporation, Inc., Wausau, WI8
6/12/2009
Preferred Stock w/ Exercised Warrants
Rising Sun Bancorp, Rising Sun, MD2
1/9/2009
Investment Description
(continued)
12/23/2008 Saigon National Bank, Westminster, CA2
Institution
Purchase
Date
CPP Transaction Detail, as oF 6/30/2011
5/20/2009
3/31/2009
12/15/2010
4/15/2009
9/29/2010
9/29/2010
5/20/2009
12/15/2010
7/21/2010
Capital
Repayment
Date
$7,414,000
$120,000,000
$1,700,000
$25,000,000
$18,000,000
$17,388,000
$64,779,000
$41,547,000
$41,547,000
Capital
Repayment
Amount6
—
—
—
—
—
—
—
—
$41,547,000
Remaining
Capital
Amount
6/24/2009
3/10/2010
12/15/2010
9/29/2010
6/24/2009
2/24/2011
2/23/2011
Final
Disposition
Date
R
A
R
R
R
R
R
Note15
$275,000.00
$11,320,751.00
$85,000.00
$522,000.00
$1,400,000.00
$4,450,000.00
$2.60
$8.55
$57.20
$6.98
$3.24
$11.00
$9.00
$4.50
$1.50
$28.68
$0.35
$6.59
$17.99
$26.44
$0.05
$18.59
$1.55
$16.25
Stock Price
Final Disposition
as of
Proceeds 6/30/2011
$393,296
$347,164
$127,686
$1,816,667
$209,588
$333,333
$2,904,631
$1,414,005
$1,523,350
$1,600,000
$1,153,111
$872,885
$743,188
$264,622
$234,895
$388,889
$1,115,639
$465,067
$331,111
$158,928
$7,593,868
$957,516
—
$12,663,773
$358,971
$738,021
$184,580
$2,422,613
$195,637
Dividends/
Interest Paid
to Treasury
Continued on next page.
172,970
556,976
137,966
589,623
38,107
57,671
517,012
1,104,370
Current
Outstanding
Warrantsa
Transaction detail I Appendix D I july 28, 2011
225
South Financial Group, Inc., Greenville, SC26
SouthCrest Financial Group, Inc., Fayetteville, GA2
Southern Bancorp, Inc., Arkadelphia, AR 3,30
Southern Community Financial Corp., Winston-Salem, NC
Southern First Bancshares, Inc., Greenville, SC
Southern Heritage Bancshares, Inc., Cleveland, TN2
Southern Illinois Bancorp, Inc., Carmi, IL2
Southern Missouri Bancorp, Inc., Poplar Bluff, MO
SouthFirst Bancshares, Inc., Sylacauga, AL2
Southwest Bancorp, Inc., Stillwater, OK
Sovereign Bancshares, Inc., Dallas, TX2
Spirit BankCorp, Inc., Bristow, OK
St. Johns Bancshares, Inc., St. Louis, MO2
Standard Bancshares, Inc., Hickory Hills, IL2
State Bancorp, Inc., Jericho, NY
State Bankshares, Inc., Fargo, ND2,b
State Capital Corporation, Greenwood, MS2,30
12/5/2008
7/17/2009
1/16/2009
12/5/2008
2/27/2009
5/15/2009
1/23/2009
12/5/2008
6/12/2009
12/5/2008
3/13/2009
3/27/2009
3/13/2009
4/24/2009
12/5/2008
1/16/2009
2/13/2009
Common Stock w/ Warrants
Sterling Financial Corporation, Spokane, WA24
Stewardship Financial Corporation, Midland Park, NJ
Stockmens Financial Corporation, Rapid City, SD2
Stonebridge Financial Corp., West Chester, PA2
Suburban Illinois Bancorp, Inc., Elmhurst, IL8
12/5/2008
1/30/2009
2/6/2009
1/23/2009
6/19/2009
Subordinated Debentures w/ Exercised Warrants
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Warrants
Preferred Stock w/ Warrants
12/12/2008 Sterling Bancshares, Inc., Houston, TX
Preferred Stock w/ Warrants
12/23/2008 Sterling Bancorp, New York, NYl
Subordinated Debentures w/ Exercised Warrants
Subordinated Debentures w/ Exercised Warrants
Preferred Stock w/ Warrants
Steele Street Bank Corporation, Denver, CO8,10
9/25/2009
Preferred Stock w/ Warrants
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Warrants
Preferred Stock w/ Exercised Warrants
$15,000,000
$10,973,000
$15,568,000
$10,000,000
$303,000,000
$125,198,000
$42,000,000
$30,000,000
$11,019,000
$24,900,000
$2,000,000,000
$15,000,000
$50,000,000
$36,842,000
$60,000,000
$3,000,000
$30,000,000
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Exercised Warrants
$18,215,000
$70,000,000
$2,760,000
$9,550,000
$5,000,000
$4,862,000
$17,299,000
$42,750,000
$11,000,000
$12,900,000
$347,000,000
Investment
Amount
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Warrants
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Warrants
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Warrants
Preferred Stock w/ Warrants
Preferred Stock
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Warrants
Investment Description
(continued)
12/19/2008 StellarOne Corporation, Charlottesville, VA
Stearns Financial Services, Inc., St. Cloud, MN
6/26/2009
10/28/2008 State Street Corporation, Boston, MA
2
8
Institution
Purchase
Date
CPP Transaction Detail, as oF 6/30/2011
3/16/2011
1/14/2011
5/5/2009
4/27/2011
4/13/2011
6/17/2009
9/29/2010
6/29/2011
8/12/2009
8/6/2010
9/30/2010
Capital
Repayment
Date
$11,568,000
$4,000,000
$125,198,000
$42,000,000
$7,500,000
$2,000,000,000
$15,000,000
$37,500,000
$12,500,000
$11,000,000
$130,179,219
Capital
Repayment
Amount6
—
$11,568,000
—
—
$22,500,000
—
—
—
$37,500,000
—
—
Remaining
Capital
Amount
3/17/2011
3/16/2011
6/9/2010
5/18/2011
7/8/2009
9/29/2010
6/29/2011
N/A
9/30/2010
Final
Disposition
Date
R
R
A
R
R
R
R
—
R
Note15
$778,000.00
$3,007,890.55
$945,775.00
$60,000,000.00
$750,000.00
$2,500,000.00
N/A
$400,000.00
$5.00
$16.07
$8.16
$9.49
$12.11
$45.09
$13.34
$9.79
$1.15
$20.78
$8.50
$1.10
$3.00
Stock Price
Final Disposition
as of
Proceeds 6/30/2011
$2,083,520
$634,609
$1,755,554
$1,145,833
$6,733,333
$2,486,571
$4,923,333
$3,575,000
$1,465,398
$3,940,293
$63,611,111
$1,330,709
$5,508,472
$4,502,911
$6,730,750
$355,158
$2,261,750
$2,156,452
$8,555,556
$289,586
$1,167,222
$629,778
$529,940
$1,917,306
$4,156,250
$855,556
$933,494
$16,386,111
Dividends/
Interest Paid
to Treasury
Continued on next page.
133,475
97,541
302,623
465,569
703,753
114,326
363,609
1,623,418
Current
Outstanding
Warrantsa
226
Appendix D I Transaction Detail I july 28, 2011
2
Preferred Stock w/ Warrants
Preferred Stock w/ Warrants
Trust Preferred Securities w/ Warrants
12/31/2008 SunTrust Banks, Inc., Atlanta, GAc
Superior Bancorp Inc., Birmingham, AL17,25
Surrey Bancorp, Mount Airy, NC2
12/5/2008
1/9/2009
Preferred Stock w/ Exercised Warrants
4/10/2009
Preferred Stock w/ Warrants
12/19/2008 Tennessee Commerce Bancorp, Inc., Franklin, TN
Texas National Bancorporation, Jacksonville, TX2
The ANB Corporation, Terrell, TX
1/9/2009
8/7/2009
The Bank of Kentucky Financial Corporation, Crestview Hills, KY
2/13/2009
Preferred Stock w/ Warrants
12/19/2008 The Elmira Savings Bank, FSB, Elmira, NY
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Warrants
The Baraboo Bancorporation, Baraboo, WI
Preferred Stock w/ Warrants
12/19/2008 The Connecticut Bank and Trust Company, Hartford, CT
1/16/2009
2
10/28/2008 The Bank of New York Mellon Corporation, New York, NY
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Warrants
Preferred Stock w/ Warrants
The Bank of Currituck, Moyock, NC2,34
$9,090,000
$5,448,000
$20,749,000
$3,000,000,000
$34,000,000
$4,021,000
$45,220,000
$20,000,000
Preferred Stock w/ Exercised Warrants
12/12/2008 The Bancorp, Inc., Wilmington, DE
$3,981,000
$75,000,000
$3,000,000
$30,000,000
$2,000,000
$361,172,000
$11,730,000
$9,720,000
$104,823,000
$8,000,000
$967,870,000
$13,644,000
$235,000,000
$4,000,000
$300,000,000
$2,000,000
$69,000,000
$1,350,000,000
$3,500,000,000
$89,310,000
$8,500,000
Investment
Amount
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Warrants
2/6/2009
2
Texas Capital Bancshares, Inc., Dallas, TX
1/16/2009
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Exercised Warrants
12/23/2008 TCNB Financial Corp., Dayton, OH2
12/23/2008 Tennessee Valley Financial Holdings, Inc., Oak Ridge, TN
Preferred Stock w/ Warrants
Preferred Stock w/ Exercised Warrants
TCB Holding Company, Texas Community Bank,
The Woodlands, TX2
1/16/2009
11/14/2008 TCF Financial Corporation, Wayzata, MN
Subordinated Debentures w/ Exercised Warrants
TCB Corporation, Greenwood, SC8,10
8/28/2009
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Warrants
Syringa Bancorp, Boise, ID
11/21/2008 Taylor Capital Group, Rosemont, IL
1/16/2009
2
12/19/2008 Synovus Financial Corp., Columbus, GA
Preferred Stock w/ Warrants
Subordinated Debentures w/ Exercised Warrants
5/8/2009
Sword Financial Corporation, Horicon, WI8
Preferred Stock w/ Warrants
12/12/2008 SVB Financial Group, Santa Clara, CA
SV Financial, Inc., Sterling, IL2
Preferred Stock w/ Warrants
12/12/2008 Susquehanna Bancshares, Inc, Lititz, PA
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Warrants
11/14/2008 SunTrust Banks, Inc., Atlanta, GAc
Sun Bancorp, Inc., Vineland, NJ
Preferred Stock w/ Warrants
Investment Description
1/9/2009
Institution
(continued)
12/19/2008 Summit State Bank, Santa Rosa, CA
Purchase
Date
CPP Transaction Detail, as oF 6/30/2011
6/17/2009
12/22/2010
12/3/2010
3/10/2010
5/19/2010
5/13/2009
4/22/2009
12/23/2009
12/22/2010
4/21/2010
12/29/2010
3/30/2011
3/30/2011
4/8/2009
Capital
Repayment
Date
—
—
—
—
Remaining
Capital
Amount
$3,000,000,000
$17,000,000
$1,742,850
$45,220,000
$3,981,000
$75,000,000
$361,172,000
$235,000,000
$100,000,000
—
$17,000,000
—
—
—
—
—
—
—
$200,000,000 $100,000,000
$2,000,000
$1,350,000,000
$3,500,000,000
$89,310,000
Capital
Repayment
Amount6
8/5/2009
N/A
9/8/2010
5/19/2010
3/11/2010
12/15/2009
6/16/2010
1/19/2011
12/29/2010
5/27/2009
Final
Disposition
Date
R
—
R
R
A
A
R
R
R
R
Note15
$136,000,000.00
N/A
$4,753,984.55
$199,000.00
$6,709,061.00
$9,599,964.00
$6,820,000.00
$5,269,179.36
$100,000.00
$2,100,000.00
$16.99
$6.54
$5.95
$25.62
$22.27
$10.45
$25.83
$2.60
$13.80
$8.16
$0.11
$2.08
$59.71
$8.00
$8.90
$0.01
$25.80
$3.65
$6.72
Stock Price
Final Disposition
as of
Proceeds 6/30/2011
$1,093,325
$476,700
$2,635,347
$95,416,667
$3,496,805
$169,834
$2,813,689
$1,931,722
$295,308
$1,218,750
$146,242
$3,233,333
$260,994
$7,925,719
$690,832
$1,351,806
$13,015,523
$253,122
$116,413,253
$2,311,666
$12,109,028
$457,194
$23,722,222
$214,972
$4,983,333
$567,986,111
$1,103,971
$1,022,361
Dividends/
Interest Paid
to Treasury
Continued on next page.
116,538
175,742
274,784
461,538
1,462,647
15,510,737
1,923,792
6,008,902
11,891,280
239,212
Current
Outstanding
Warrantsa
Transaction detail I Appendix D I july 28, 2011
227
2,13,c
Preferred Stock w/ Exercised Warrants
The State Bank of Bartley, Bartley, NE8,10
9/4/2009
TIB Financial Corp, Naples, FL
12/5/2008
$15,540,000
Preferred Stock w/ Exercised Warrants
TriSummit Bank, Kingsport, TN
4/3/2009
5/29/2009
Two Rivers Financial Group, Burlington, IA
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Warrants
11/21/2008 Trustmark Corporation, Jackson, MS
$12,000,000
$215,000,000
$4,237,000
$2,765,000
Preferred Stock w/ Exercised Warrants
Preferred Stock
$23,000,000
$2,795,000
Preferred Stock w/ Exercised Warrants
Preferred Stock
12/22/2009 TriSummit Bank, Kingsport, TN2,10a,c
2
TriState Capital Holdings, Inc., Pittsburgh, PA
2/27/2009
2,c
Tri-State Bank of Memphis, Memphis, TN2,3,30
4/3/2009
2
Trinity Capital Corporation, Los Alamos, NM2
3/27/2009
12/19/2008 Tri-County Financial Corporation, Waldorf, MD
$35,539,000
$3,700,000
Preferred Stock w/ Exercised Warrants
Triad Bancorp, Inc., Frontenac, MO
3/27/2009
Preferred Stock w/ Exercised Warrants
$3,268,000
Warrants
2
Treaty Oak Bancorp, Inc., Austin, TX2,36
1/16/2009
$4,000,000
$76,458,000
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Warrants
Todd Bancshares, Inc., Hopkinsville, KY
$2,117,000
Preferred Stock w/ Exercised Warrants
$16,641,000
$3,800,000
$14,448,000
$37,000,000
12/12/2008 TowneBank, Portsmouth, VA
2/6/2009
2
Titonka Bancshares, Inc, Titonka, IA
4/3/2009
2
12/23/2008 Timberland Bancorp, Inc., Hoquiam, WA
Preferred Stock w/ Warrants
Preferred Stock w/ Warrants
Preferred Stock w/ Exercised Warrants
Tifton Banking Company, Tifton, GA2,25a
4/17/2009
Preferred Stock w/ Warrants
$5,677,000
$541,000
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Exercised Warrants
$1,505,000
$1,697,000
$12,000,000
$5,450,000
$7,579,200,000
$7,500,000
$15,000,000
$10,000,000,000
$301,000
$5,000,000
$25,000,000
Investment
Amount
Preferred Stock w/ Exercised Warrants
Subordinated Debentures w/ Exercised Warrants
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Exercised Warrants
12/19/2008 Tidelands Bancshares, Inc, Mt. Pleasant, SC
2
Three Shores Bancorporation, Inc. (Seaside National Bank &
Trust), Orlando, FL2,13
1/23/2009
32
The Victory Bancorp, Inc. (The Victory Bank), Limerick, PA
2/27/2009
12/11/2009 The Victory Bancorp, Inc., Limerick, PA2,10a,c
The Private Bank of California, Los Angeles, CA
The Queensborough Company, Louisville, GA2
2/20/2009
1/9/2009
Preferred Stock w/ Warrants
12/31/2008 The PNC Financial Services Group Inc., Pittsburgh, PA
2
Preferred Stock w/ Exercised Warrants
12/23/2008 The Little Bank, Incorporated, Kinston, NC2
The Landrum Company, Columbia, MO2
Preferred Stock w/ Exercised Warrants
The Freeport State Bank, Harper, KS2
2/6/2009
Preferred Stock w/ Warrants
Preferred Stock w/ Warrants
The First Bancshares, Inc., Hattiesburg, MS30
2/6/2009
Preferred Stock w/ Warrants
5/22/2009
The First Bancorp, Inc., Damariscotta, ME
1/9/2009
Investment Description
(continued)
10/28/2008 The Goldman Sachs Group, Inc., New York, NY
Institution
Purchase
Date
CPP Transaction Detail, as oF 6/30/2011
12/9/2009
8/13/2010
2/15/2011
9/30/2010
2/10/2010
6/17/2009
9/29/2010
Capital
Repayment
Date
$215,000,000
$2,795,000
$500,000
$12,119,637
$7,579,200,000
$10,000,000,000
$5,000,000
Capital
Repayment
Amount6
—
—
—
—
—
—
—
Remaining
Capital
Amount
12/30/2009
N/A
9/30/2010
4/29/2010
7/22/2009
Final
Disposition
Date
R
—
R
A
$10,000,000.00
N/A
$40,000.00
$324,195,686.40
$15.75
$23.41
$0.25
$13.38
$5.91
$0.18
$13.42
$0.18
$59.61
$9.98
$133.09
$9.93
$14.86
Stock Price
Final Disposition
as of
Proceeds 6/30/2011
R $1,100,000,000.00
Note15
$1,282,567
$11,287,500
$614,920
$2,782,768
$190,215
$4,171,086
$2,037,338
$430,187
$192,415
$9,270,533
$495,950
$244,242
$952,236
$223,208
$1,195,973
$1,284,722
$715,081
$177,157
$233,719
$882,900
$664,282
$421,066,667
$978,730
$1,619,104
$318,055,555
$8,610
$411,806
$2,937,500
Dividends/
Interest Paid
to Treasury
Continued on next page.
3,098,341
571,821
54,705
225,904
Current
Outstanding
Warrantsa
228
Appendix D I Transaction Detail I july 28, 2011
Institution
United American Bank, San Mateo, CA
United Bancorp, Inc., Tecumseh, MI
2/20/2009
1/16/2009
Universal Bancorp, Bloomfield, IN2
University Financial Corp, Inc., St. Paul, MN
US Metro Bank, Garden Grove, CA
5/22/2009
6/19/2009
2/6/2009
$5,658,000
Preferred Stock w/ Warrants
Village Bank and Trust Financial Corp, Midlothian, VA
5/1/2009
Preferred Stock w/ Warrants
11/14/2008 Valley National Bancorp, Wayne, NJ
Veritex Holdings, Inc. (Fidelity Resources Company), Dallas, TX2,40 Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Exercised Warrants
6/26/2009
Preferred Stock w/ Warrants
12/18/2009 Valley Financial Group, Ltd., 1st State Bank, Saginaw, MI2
$14,738,000
$3,000,000
$300,000,000
$1,300,000
$16,019,000
$5,500,000
Preferred Stock w/ Exercised Warrants
Valley Community Bank, Pleasanton, CA
1/9/2009
12/12/2008 Valley Financial Corporation, Roanoke, VA
$7,700,000
Preferred Stock w/ Exercised Warrants
Valley Commerce Bancorp, Visalia, CA2
1/30/2009
$10,000,000
$2,861,000
$11,926,000
$9,900,000
$20,649,000
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Exercised Warrants
Subordinated Debentures
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Warrants
Preferred Stock w/ Exercised Warrants
$180,000,000
$14,400,000
$10,300,000
$20,600,000
$8,700,000
$59,000,000
$33,900,000
$2,179,000
$2,997,000
$3,194,000
$214,181,000
$298,737,000
$8,950,000
$50,236,000
$6,599,000,000
Investment
Amount
12/23/2008 Uwharrie Capital Corp, Albemarle, NC2
2
Unity Bancorp, Inc., Clinton, NJ
12/5/2008
2
United Financial Banking Companies, Inc., Vienna, VA
1/16/2009
3,8,30
United Community Banks, Inc., Blairsville, GA
12/5/2008
Preferred Stock w/ Warrants
Subordinated Debentures w/ Exercised Warrants
United Bank Corporation, Barnesville, GA8
5/22/2009
2
Preferred Stock w/ Warrants
12/23/2008 United Bancorporation of Alabama, Inc., Atmore, AL30
Preferred Stock w/ Warrants
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Warrants
Union First Market Bankshares Corporation (Union Bankshares
Corporation), Bowling Green, VA18
12/19/2008
2
Preferred Stock
2/6/2009
Preferred Stock w/ Exercised Warrants
Union First Market Bankshares Corporation (First Market Bank,
FSB), Bowling Green, VA18
12/29/2009 Union Financial Corporation, Albuquerque, NM2,10
Preferred Stock w/ Exercised Warrants
Preferred Stock
Union Bank & Trust Company, Oxford, NC
12/18/2009 Union Bank & Trust Company, Oxford, NC2,10a,c
5/1/2009
Preferred Stock w/ Warrants
11/14/2008 Umpqua Holdings Corp., Portland, OR
2,c
Preferred Stock w/ Warrants
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Warrants
Investment Description
(continued)
11/14/2008 UCBH Holdings, Inc., San Francisco, CA14
U.S. Century Bank, Miami, FL
UBT Bancshares, Inc., Marysville, KS2
8/7/2009
1/30/2009
2
11/14/2008 U.S. Bancorp, Minneapolis, MN
Purchase
Date
CPP Transaction Detail, as oF 6/30/2011
12/23/2009
9/23/2009
6/3/2009
7/30/2010
12/15/2010
9/3/2010
11/18/2009
2/17/2010
6/17/2009
Capital
Repayment
Date
—
$2,658,000
—
—
—
—
Remaining
Capital
Amount
$100,000,000
—
$125,000,000 $100,000,000
$75,000,000 $225,000,000
$11,926,000
$3,000,000
$10,300,000
$59,000,000
$214,181,000
$6,599,000,000
Capital
Repayment
Amount6
5/20/2010
5/19/2010
5/18/2010
N/A
12/23/2009
3/31/2010
7/15/2009
Final
Disposition
Date
A
A
A
—
R
R
R
Note15
$5,571,592.40
N/A
$450,000.00
$4,500,000.00
$139,000,000.00
$2.30
$13.61
$5.18
$2.00
$8.59
$4.00
$2.60
$6.79
$15.43
$10.56
$8.83
$12.18
$12.18
$11.57
$0.01
$25.51
Stock Price
Final Disposition
as of
Proceeds 6/30/2011
$1,318,232
$308,379
$12,979,167
$99,780
$941,117
$629,476
$961,698
$1,304,972
$354,718
$1,022,886
$1,068,609
$2,523,767
$656,174
$22,018,750
$2,392,831
$872,639
$2,400,472
—
$2,695,972
$4,203,177
$158,169
$566,009
$13,475,555
$7,509,920
$1,118,334
$745,312
$195,220,417
Dividends/
Interest Paid
to Treasury
Continued on next page.
499,029
344,742
1,099,542
108,264
311,492
7,847,732
Current
Outstanding
Warrantsa
Transaction detail I Appendix D I july 28, 2011
229
Vision Bank — Texas, Richardson, TX2
4/24/2009
Preferred Stock w/ Warrants
Preferred Stock w/ Exercised Warrants
1/30/2009
Preferred Stock w/ Warrants
Preferred Stock w/ Warrants
12/19/2008 Wainwright Bank & Trust Company, Boston, MA
Washington Banking Company, Oak Harbor, WA
Preferred Stock w/ Warrants
12/5/2008
5/15/2009
Worthington Financial Holdings, Inc., Huntsville, AL
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Warrants
12/19/2008 Wintrust Financial Corporation, Lake Forest, IL
2
Preferred Stock w/ Warrants
12/12/2008 Wilshire Bancorp, Inc., Los Angeles, CA
45,m
Preferred Stock w/ Warrants
$2,720,000
$250,000,000
$62,158,000
$300,000,000
$16,800,000
Preferred Stock w/ Exercised Warrants
White River Bancshares Company, Fayetteville, AR
2/20/2009
12/19/2008 Whitney Holding Corporation, New Orleans, LA
$4,700,000
Preferred Stock w/ Exercised Warrants
2
Western Reserve Bancorp, Inc., Medina, OH2
5/15/2009
$4,567,000
$6,855,000
Preferred Stock w/ Exercised Warrants
Preferred Stock
$7,290,000
Preferred Stock w/ Exercised Warrants
$140,000,000
$83,726,000
$36,000,000
$75,000,000
$25,000,000,000
$400,000,000
$5,625,000
$6,633,000
$6,842,000
$200,000,000
$26,380,000
$22,000,000
$12,000,000
$110,000,000
$25,000,000
$1,500,000
$4,700,000
$71,000,000
Investment
Amount
12/29/2009 Western Illinois Bancshares Inc., Monmouth, IL2,10a,c
2,c
12/23/2008 Western Illinois Bancshares Inc., Monmouth, IL
12/23/2008 Western Community Bancshares, Inc., Palm Desert, CA
11/21/2008 Western Alliance Bancorporation, Las Vegas, NV
Preferred Stock w/ Warrants
Preferred Stock w/ Warrants
2/13/2009
Westamerica Bancorporation, San Rafael, CA
Preferred Stock w/ Warrants
12/31/2008 West Bancorporation, Inc., West Des Moines, IA
WesBanco, Inc., Wheeling, WV
Preferred Stock w/ Warrants
Preferred Stock w/ Warrants
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Exercised Warrants
10/28/2008 Wells Fargo & Company, San Francisco, CA
11/21/2008 Webster Financial Corporation, Waterbury, CT
2
Waukesha Bankshares, Inc., Waukesha, WI2,10
6/26/2009
n
WashingtonFirst Bankshares, Inc. (WashingtonFirst Bank),
Reston, VA2,13,c
Preferred Stock
10/30/2009 WashingtonFirst Bankshares, Inc., Reston, VA2,10a,c
1/30/2009
Preferred Stock w/ Warrants
11/14/2008 Washington Federal, Inc., Seattle, WA
1/16/2009
Preferred Stock w/ Exercised Warrants
12/11/2009 Wachusett Financial Services, Inc., Clinton, MA2,10
W.T.B. Financial Corporation, Spokane, WA2
12/19/2008 VIST Financial Corp., Wyomissing, PA
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Exercised Warrants
Virginia Company Bank, Newport News, VA2,10
6/12/2009
Investment Description
Preferred Stock w/ Warrants
Institution
(continued)
12/12/2008 Virginia Commerce Bancorp, Arlington, VA
Purchase
Date
CPP Transaction Detail, as oF 6/30/2011
—
—
—
Remaining
Capital
Amount
12/22/2010
6/3/2011
$250,000,000
$300,000,000
$41,863,000
$41,863,000
9/2/2009
11/18/2009
$36,000,000
$75,000,000
6/29/2011
9/9/2009
—
—
—
$41,863,000
—
—
—
—
$200,000,000
$25,000,000,000
12/29/2010
12/23/2009
$100,000,000 $200,000,000
$100,000,000 $300,000,000
$200,000,000
$26,380,000
$22,000,000
Capital
Repayment
Amount6
10/13/2010
3/3/2010
5/27/2009
1/12/2011
11/24/2009
Capital
Repayment
Date
2/8/2011
6/3/2011
12/23/2009
5/20/2010
6/2/2011
3/9/2010
3/2/2011
12/16/2009
Final
Disposition
Date
A
R
R
A
A
A
R
R
Note15
$25,964,061.00
$6,900,000.00
$950,000.00
$849,014,997.60
$20,678,338.80
$15,623,222.40
$1,625,000.00
$568,700.00
$32.18
$2.94
$13.70
$7.10
$49.25
$8.81
$19.66
$28.06
$21.02
$11.00
$16.43
$13.22
$114.00
$7.01
$3.00
$5.91
Stock Price
Final Disposition
as of
Proceeds 6/30/2011
$296,480
$25,104,167
$7,536,658
$36,833,333
$1,589,583
$512,300
$1,209,229
$554,083
$17,383,333
$2,755,981
$4,495,000
$2,854,167
$1,440,972,222
$36,944,444
$559,156
$1,355,910
$5,361,111
$2,623,344
$1,023,611
$918,090
$13,738,541
$3,006,944
$168,269
$477,150
$8,608,750
Dividends/
Interest Paid
to Treasury
Continued on next page.
949,460
787,107
2,696,203
Current
Outstanding
Warrantsa
230
Appendix D I Transaction Detail I july 28, 2011
WSFS Financial Corporation, Wilmington, DE
Yadkin Valley Financial Corporation, Elkin, NCc
Yadkin Valley Financial Corporation, Elkin, NCc
York Traditions Bank, York, PA2
1/23/2009
1/16/2009
7/24/2009
4/24/2009
$1,400,000,000
$4,871,000
$13,312,000
$36,000,000
$52,625,000
Investment
Amount
Total Capital
Repayment
Amount**
Capital
Repayment
Date
Total Treasury CPP Invesment
Outstanding
Total Purchase Amount * $204,943,827,320
Preferred Stock w/ Warrants
Preferred Stock w/ Exercised Warrants
Preferred Stock w/ Warrants
Preferred Stock w/ Warrants
Preferred Stock w/ Warrants
Investment Description
(continued)
$24,390,052,757
$180,553,774,563
Capital
Repayment
Amount6
Remaining
Capital
Amount
Note15
Total Warrant
Proceeds***
Final
Disposition
Date
$7,539,055,553
$24.01
$2.09
$39.65
Stock Price
Final Disposition
as of
Proceeds 6/30/2011
5,789,909
273,534
385,990
175,105
Current
Outstanding
Warrantsa
$175,194,444
$546,508
$4,782,227
$6,081,112
Dividends/
Interest Paid
to Treasury
1b
1a
This transaction was included in previous Transaction Reports with Merrill Lynch & Co., Inc. listed as the qualifying institution and a 10/28/2008 transaction date, footnoted to indicate that settlement was deferred pending merger. The purchase of Merrill Lynch by Bank of America was completed on 1/1/2009, and
this transaction under the CPP was funded on 1/9/2009.
The warrant disposition proceeds amount are stated pro rata in respect of the CPP investments in Bank of America Corporation that occurred on 10/28/2008 and 1/9/2009. The total gross disposition proceeds from CPP warrants on 3/3/2010 was $310,571,615, consisting of $186,342,969 and
$124,228,646. Proceeds from the disposition of TIP warrants on 3/3/2010 appear on a following page of this report.
2
Privately-held qualified financial institution; Treasury received a warrant to purchase additional shares of preferred stock (unless the institution is a CDFI), which it exercised immediately.
3
To promote community development financial institutions (CDFIs), Treasury does not require warrants as part of its investment in certified CDFIs when the size of the investment is $50 million or less.
3a
Treasury cancelled the warrants received from this institution due to its designation as a CDFI.
4
Repayment pursuant to Title VII, Section 7001(g) of the American Recovery and Reinvestment Act of 2009.
5
Redemption pursuant to a qualified equity offering.
6
This amount does not include accrued and unpaid dividends, which must be paid at the time of capital repayment.
7
The proceeds associated with the disposition of this investment do not include accrued and unpaid dividends.
8
Subchapter S corporation; Treasury received a warrant to purchase additional subordinated debentures (unless the institution is a CDFI), which it exercised immediately.
9
In its qualified equity offering, this institution raised more capital than Treasury’s original investment, therefore, the number of Treasury’s shares underlying the warrant was reduced by half.
10
This institution participated in the expansion of CPP for small banks.
10a
This institution received an additional investment through the expansion of CPP for small banks.
11
Treasury made three separate investments in Citigroup Inc. (Citigroup) under the CPP, Targeted Investment Program (TIP), and Asset Guarantee Program (AGP) for a total of $49 billion. On 6/9/2009, Treasury entered into an agreement with Citigroup to exchange up to $25 billion of Treasury’s investment in Fixed
Rate Cumulative Perpetual Preferred Stock, Series H (CPP Shares) “dollar for dollar” in Citigroup’s Private and Public Exchange Offerings. On 7/23/2009 and 7/30/2009, Treasury exchanged a total of $25 billion of the CPP shares for Series M Common Stock Equivalent (“Series M”) and a warrant to purchase
shares of Series M. On 9/11/2009, Series M automatically converted to 7,692,307,692 shares of common stock and the associated warrant terminated on receipt of certain shareholder approvals.
12
On 8/24/2009, Treasury exchanged its Series C Preferred Stock issued by Popular, Inc. for a like amount of non tax-deductible Trust Preferred Securities issued by Popular Capital Trust III, administrative trustee for Popular, Inc. Popular, Inc. paid a $13 million exchange fee in connection with this transaction.
13
This institution converted to a bank holding company structure and Treasury exchanged its securities for a like amount of securities that comply with the CPP terms applicable to bank holding companies. The institution in which Treasury’s original investment was made is shown in parentheses.
14
As of the date of this report, this institution is in bankruptcy proceedings.
15
For final disposition of warrants, “R” represents proceeds from a repurchase of warrants by the financial institution, and “A” represents the proceeds to Treasury, before underwriting fees and selling expenses, from a sale by Treasury in a registered public offering of the warrants issued by the financial institution.
16
On 12/10/2009, the bankruptcy reorganization plan of CIT Group Inc. became effective and Treasury’s preferred stock and warrant investment were extinguished and replaced by Contingent Value Rights (CVRs). On 2/8/2010, the CVRs expired without value as the terms and conditions for distribution of common
shares to holders of CVRs were not met.
17
On 12/11/2009, Treasury exchanged its Series A Preferred Stock issued by Superior Bancorp, Inc. for a like amount of non tax-deductible Trust Preferred Securities issued by Superior Capital Trust II, administrative trustee for Superior Bancorp.
18
On 2/1/2010, following the acquisition of First Market Bank (First Market) by Union Bankshares Corporation (the acquiror), the preferred stock and exercised warrants issued by First Market on 2/6/2009 were exchanged for a like amount of securities of the acquiror in a single series but with a blended dividend rate
equivalent to those of Treasury’s original investment.
19
On 2/11/2010, Pacific Coast National Bancorp dismissed its bankruptcy proceedings with no recovery to any creditors or investors, including Treasury, and the investment was extinguished.
20
On 3/8/2010, Treasury exchanged its $84,784,000 of Preferred Stock in Midwest Banc Holdings, Inc. (MBHI) for $89,388,000 of Mandatory Convertible Preferred Stock (MCP), which is equivalent to the initial investment amount of $84,784,000, plus $4,604,000 of capitalized previously accrued and unpaid
dividends. Subject to the fulfillment by MBHI of the conditions related to its capital plan, the MCP may be converted to common stock.
21
On 3/30/2010, Treasury exchanged its $7,500,000 of Subordinated Debentures in GulfSouth Private Bank for an equivalent amount of Preferred Stock, in connection with its conversion from a Subchapter S-Corporation, that comply with the CPP terms applicable to privately held qualified financial institutions.
22
On 4/16/2010, Treasury exchanged its $72,000,000 of Preferred Stock in Independent Bank Corporation (Independent) for $74,426,000 of Mandatory Convertible Preferred Stock (MCP), which is equivalent to the initial investment amount of $72,000,000, plus $2,426,000 of capitalized previously accrued and
unpaid dividends. Subject to the fulfillment by Independent of the conditions related to its capital plan, the MCP may be converted to common stock.
23
Treasury received Citigroup common stock pursuant to the June 2009 Exchange Agreement between Treasury and Citigroup which provided for the exchange into common shares of the preferred stock that Treasury purchased in connection with Citigroup’s participation in the Capital Purchase Program (see note
11). On April 26, 2010, Treasury gave Morgan Stanley & Co. Incorporated (Morgan Stanley) discretionary authority as its sales agent to sell subject to certain parameters up to 1,500,000,000 shares of the common stock from time to time during the period ending on June 30, 2010 (or on completion of the sale).
Completion of the sale under this authority occurred on May 26, 2010. On May 26, 2010, Treasury again gave Morgan Stanley discretionary authority as its sales agent to sell subject to certain parameters up to 1,500,000,000 shares of the common stock from time to time during the period ending on June 30,
2010 (or on completion of the sale). Completion of the sale under this authority occurred on June 30, 2010. On July 23, 2010, Treasury again gave Morgan Stanley discretionary authority as its sales agent to sell subject to certain parameters up to 1,500,000,000 shares of the common stock from time to time
during the period ending on September 30, 2010 (or on completion of the sale). Completion of the sale under this authority occurred on September 30, 2010. On October 19, 2010, Treasury gave Morgan Stanley & Co. Incorporated (Morgan Stanley) discretionary authority, as its sales agent, to sell subject to
certain parameters up to 1,500,000,000 shares of common stock from time to time during the period ending on December 31, 2010 (or upon completion of the sale), which plan was terminated on December 6, 2010. All such sales were generally made at the market price. On December 6, 2010, Treasury
commenced an underwritten public offering of its remaining 2,417,407,607 shares. See “Capital Purchase Program - Citigroup, Inc., Common Stock Disposition” on following page for the actual number of shares sold by Morgan Stanley, the weighted average price per share and the total proceeds to Treasury from
all such sales during those periods.
24
On 8/26/2010, Treasury completed the exchange of its $303,000,000 of Preferred Stock in Sterling Financial Corporation (Sterling) for a like amount of Mandatorily Convertible Preferred Stock (MCP), pursuant to the terms of the exchange agreement between Treasury and Sterling entered into on 4/29/2010.
Since Sterling also fulfilled the conversion conditions set forth in the Certificate of Designations for the MCP, including those related to its capital plan, Treasury’s $303,000,000 of MCP was subsequently, as of 8/26/2010, converted into 378,750,000 shares of common stock.
25
As of the date of this report, the banking subsidiary of this institution has been placed in receivership and the subsidiary’s assets and liabilities were ordered to be sold to another bank.
25a
As of the date of this report, this institution has been placed in receivership and the assets and liabilities were ordered to be sold to another bank.
Notes: Numbers may not total due to rounding. Data as of 6/30/2011. Asterisks and numbered notes were taken verbatim from Treasury’s 7/1/2011 Transactions Report. All amounts and totals reflect cumulative reflect cumulative receipts since inception through 6/30/2011.
* Total purchase amount includes the capitalization of accrued dividends referred to in Notes 20, 22, 28 and 29.
** Total repaid includes (i) the amount of $25 billion applied as repayment under the Capital Purchase Program from the total proceeds of $31.85 billion received pursuant to the sales of Citigroup, Inc. common stock as of December 6, 2010 (see Note 23 and “Capital Purchase Program - Citigroup Common
Stock Disposition”.
*** Total warrant proceeds includes $7,566,000, which represents the total amount of warrants that were included in nine institutions’ exchange into the CDCI program (see Note 30a).
11/14/2008 Zions Bancorporation, Salt Lake City, UT
Institution
Purchase
Date
CPP Transaction Detail, as oF 6/30/2011
Transaction detail I Appendix D I july 28, 2011
231
On 9/30/2010, Treasury completed the sale of all Preferred Stock and Warrants issued by South Financial Group, Inc. to Toronto-Dominion Bank (TD) at an aggregate purchase price of $130,179,218.75 for the Preferred Stock and $400,000 for the Warrants, pursuant to the terms of the agreement between
Treasury and TD entered into on 5/18/2010.
On 6/30/2010, Treasury exchanged $46,400,000 of its Series A Preferred Stock in First Merchants Corporation for a like amount of non tax-deductible Trust Preferred Securities issued by First Merchants Capital Trust III.
28
On 7/20/2010, Treasury completed the exchange of its $400,000,000 of Preferred Stock in First BanCorp for $424,174,000 of Mandatorily Convertible Preferred Stock (MCP), which is equivalent to the initial investment amount of $400,000,000, plus $24,174,000 of capitalized previously accrued and unpaid
dividends. Subject to the fulfillment by First BanCorp of certain conditions, including those related to its capital plan, the MCP may be converted to common stock. First BanCorp has agreed to have Treasury observers attend board of directors meetings.
29
On 8/31/2010, following the completion of the conditions related to Pacific Capital Bancorp’s (Pacific Capital) capital plan, Treasury exchanged its $180,634,000 of Preferred Stock in Pacific Capital for $195,045,000 of Mandatorily Convertible Preferred Stock (MCP), which is equivalent to the initial investment
amount of $180,634,000, plus $14,411,000 of capitalized previously accrued and unpaid dividends. On 9/27/2010, following the completion of the conversion conditions set forth in the Certificate of Designations for the MCP, all of Treasury’s MCP was converted into 360,833,250 shares of common stock of
Pacific Capital. Pacific Capital has agreed to have Treasury observers attend board of directors meetings.
30
This institution qualified to participate in the Community Development Capital Initiative (CDCI), and has completed an exchange of its Capital Purchase Program investment for an investment under the terms of the CDCI program. See “Community Development Capital Initiative” below.
30a
At the time of this institution’s exchange into the CDCI program, the warrant preferreds were included in the total amount of preferred stock exchanged for Treasury’s CDCI investment. Therefore this disposition amount does not represent cash proceeds to Treasury.
31
On 9/30/2010, Treasury completed the exchange of its $80,347,000 of Preferred Stock in Hampton Roads Bankshares, Inc. (Hampton) for a like amount of Mandatorily Convertible Preferred Stock (MCP), pursuant to the terms of the exchange agreement between Treasury and Hampton entered into on
8/12/2010. Since Hampton also fulfilled the conversion conditions set forth in the Certificate of Designations for the MCP, Treasury’s $80,347,000 of MCP was subsequently converted into 52,225,550 shares of common stock.
32
On 9/30/2010, Treasury completed the sale of all Preferred Stock and Warrants issued by TIB Financial Corp. to North American Financial Holdings, Inc. (NAFH) at an aggregate purchase price of $12,119,637.37 for the Preferred Stock and $40,000 for the Warrants, pursuant to the terms of the agreement
between Treasury and NAFH entered into on 9/24/2010.
33
On 3/4/2011, Treasury completed the sale to Community Bancorp LLC (“CBC”) of all Preferred Stock and Warrants issued by Cadence Financial Corporation (“Cadence”) to Treasury for an aggregate purchase price of $39,014,062.50, pursuant to the terms of the agreement between Treasury and CBC entered
into on 10/29/2010.
34
On 12/3/2010, Treasury completed the sale of all Preferred Stock (including the Preferred Stock received upon the exercise of warrants) issued by The Bank of Currituck (“Currituck”) to Treasury for an aggregate purchase price of $1,742,850, pursuant to the terms of the agreement between Treasury and Currituck entered into on 11/5/2010.
35
Treasury entered into an agreement on 1/28/2011 with North American Financial Holdings, Inc. for the sale of all Preferred Stock and Warrants issued by Capital Bank Corporation to Treasury for an aggregate purchase price of $41,279,000. Since the conditions to closing of the sale were satisfied, the closing
of the sale also occurred on 1/28/2011.
36
On 2/15/2011, Treasury completed the sale of all Preferred Stock (including the Preferred Stock received upon the exercise of warrants) issued by Treaty Oak Bancorp (“Treaty Oak”) to Treasury for (i) a cash payment of $500,000, (ii) the right to receive up to $150,000 in principal payments on a note payable by
Carlile Bancshares, Inc. in favor of Treaty Oak, and (iii) a newly issued warrant to purchase 3,098,341 shares of Treaty Oak common stock, pursuant to the terms of the agreement between Treasury and Treaty Oak entered into on 2/15/2011.
37
On 2/18/11, Treasury completed the exchange of its $135,000,000 of Preferred Stock (including accrued and unpaid dividends thereon) in Central Pacific Financial Corp.for not less than 5,620,117 shares of common stock, pursuant to an exchange agreement dated 2/17/2011.
38
On 3/9/2011, Treasury completed the sale of all Subordinated Debentures (including the Subordinated Debentures received upon the exercise of warrants) issued by FBHC Holding Company (“FBHC”) to Treasury for an aggregate purchase price of $650,000, pursuant to the terms of the agreement between
Treasury and FBHC entered into on 3/9/2011.
39
On 5/31/2011, Treasury completed the sale of all Preferred Stock and Warrants issued by First Community Bank Corporation of America (FCBCA) for an aggregate purchase price of (i) $7.20 million plus (ii) 72% of the remaining cash assets after giving effect to the payment of defined acquisition expenses,
debts, liabilities and distributions to other classes of security holders, pursuant to the terms of the agreement between Treasury and FCBCA entered into on 3/11/2011.
40
As a result of the acquisition of Fidelity Resources Company (the acquired company) by Veritex Holdings, Inc. (the acquiror), the preferred stock and exercised warrants issued by the acquired company on 6/26/2009 were exchanged for a like amount of securities of the acquiror, pursuant to the terms of an
agreement among Treasury, the acquired company and the acquiror entered into on 3/23/2011.
41
As a result of the acquisition of NC Bancorp, Inc. (the acquired company) by Metropolitan Bank Group, Inc. (the acquiror), Treasury exchanged $6,880,000 of its preferred stock in NC Bancorp, Inc. and $71,526,000 of its preferred stock in Metropolitan Bank Group, Inc. for $81,892,000 of a new series of
preferred stock in Metropolitan Bank Group, Inc., which is equivalent to the combined initial investment amount of $78,406,000 plus $3,486,000 of capitalized previously accrued and unpaid dividends, pursuant to the terms of an agreement among Treasury, the acquired company and the acquiror entered into on
3/30/2011. Exercised warrants were also exchanged at the time of the agreement.
42
On 5/3/2011, Treasury completed the sale of all First Federal Bancshares of Arkansas, Inc. Preferred Stock and Warrants held by Treasury to Bear State Financial Holdings, LLC (“Bear State”) for an aggregate purchase price of $6,000,000.00, pursuant to the terms of the agreement between Treasury and Bear
State entered into on 05/03/2011.
43
On 5/13/2011, Treasury completed the sale of all Wilmington Trust Corporation Preferred Stock held by Treasury to M&T Bank Corporation (“M&T”) for an aggregate purchase price of $330,000,000.00 plus accrued dividends and exchanged its Wilmington Trust Corporation Warrant for an equivalent Warrant
issued by M&T Bank Corporation, pursuant to the terms of the agreement between Treasury and M&T entered into on 5/13/2010.
44
On 5/16/2011, Treasury entered into an agreement with Harris Financial Corp., a wholly-owned subsidiary of Bank of Montreal (“BMO”), for the sale of (i) all Marshall & Ilsley Corporation (“M&I”) Preferred Stock held by Treasury for a purchase price of $1,715,000,000 plus accrued dividends and (ii) the Treasuryheld M&I Warrant for an amount equal to $3,250,000. Closing of the sale is subject to certain conditions.
45
On 6/3/2011, Treasury completed the sale of all Whitney Holding Corporation preferred stock and the related warrant held by Treasury to Hancock Holding Company (“HHC”) for an aggregate purchase price equal to (i) the par amount of the preferred stock ($300,000,000) plus accrued and unpaid dividends
thereon and (ii) $6,900,000 for the warrant, pursuant to the terms of the agreement between Treasury and HHC entered into on 6/3/2011.
46
On 06/22/2011, Treasury completed the sale of 2,850,000 shares of common stock at $12.590625 per share (which represents the $12.75 public offering price less underwriting discounts) for net proceeds of $35,883,281.25 pursuant to an underwriting agreement executed on 06/17/2011.
47
On 6/30/2011, Treasury completed the sale of all Cascade Financial Corporation Preferred Stock held by Treasury and the related Warrant to Opus Acquisition, Inc. (“Opus”) for an aggregate purchase price of $16,250,000.00, pursuant to the terms of the agreement between Treasury and Opus entered into on
06/28/2011.
48
On 6/29/2011, Treasury entered into an agreement with Carver Bancorp, Inc. to exchange Treasury’s $18,980,000 of preferred stock for an equivalent amount of common stock. The exchange is subject to the fulfillment by Carver Bancorp, Inc. of certain conditions, including the satisfactory completion of a
capital plan.
a
According to Treasury, “if a Share Dividend is declared on a common stock of a bank in which Treasury holds outstanding warrants, Treasury is entitled to additional warrants. The ‘Update’ netted is the amount of new warrant shares that have been received as a result of the corporate action.” It appears that
Treasury also adjusts the number of shares based on corporate actions as well. Those adjustments are also presented in the current number of outstanding warrants. Amounts are presented as of 6/30/2011.
b
According to Treasury, these institutions executed Qualified Equity Offerings which “reduce the number of outstanding warrants held by Treasury.”
c
Treasury made more than one investment in these institutions. For purposes of this table, income (dividends and interest), is presented on a combined basis because it could not be split between the two transactions based on the data provided by Treasury.
d
According to Treasury, M&T acquired Provident, therefore “warrant details changed as per the conversion ratio.” The previous investment in Provident now reflects M&T market data above.
e
According to Treasury, M&T acquired Wilmington therefore “warrant details changed as per the conversion ratio.” The previous investment in Wilmington now reflects M&T market data above.
f
According to Treasury, these institutions’ warrants were increased via stock dividend.
g
According to Treasury, these institutions executed a 1 to 10 reverse stock split.
h
According to Treasury, these institutions’ warrants increased via cash dividend.
i
According to Treasury, these institutions executed a 1 to 7 reverse stock split.
j
According to Treasury, these institutions executed a 2 to 1 reverse stock split.
k
According to Treasury, these institutions executed a 1 to 25 reverse stock split.
l
According to Treasury, these institutions’ warrants were sold back to Original QFI.
m
According to Treasury, these institutions’ warrants were sold to 3rd pary in QFI sale.
n
According to Treasury, these institutions’ warrants were sold into marketplace via auction.
Endnotes, continued
Sources: Treasury, Transactions Report, 7/1/2011; Treasury, Dividend and Interest Report, 7/11/2011; Treasury, responses to SIGTARP data call, 7/8/2011; Market Data: Capital IQ, Inc. (a division of Standard & Poor’s), www.capitaliq.com, accessed 7/16/2011.
27
26
232
Appendix D I Transaction Detail I july 28, 2011
5/26/2010 – 6/30/2010
7/23/2010 – 9/30/2010
10/19/2010 – 12/6/2010
12/6/10
1
2
3
4
5
$4.35
$4.26
$3.91
$3.90
$4.12
Pricing Mechanism6
$10,515,723,090
$31,852,354,471
Total Proceeds
$4,967,921,811
$5,863,489,587
$4,322,726,825
Source: Treasury, Transactions Report, 7/1/2011.
1, 2
Note
Butte Federal Credit Union, Biggs, CA
Carter Federal Credit Union, Springhill, LA
9/24/10
9/24/10
9/29/10
—
—
Preferred Stock
Subordinated Debentures
Subordinated Debentures
Community Bank of the Bay, Oakland, CA
Community First Guam Federal Credit Union,
Hagatna, GU
Community Plus Federal Credit Union, Rantoul, IL
Cooperative Center Federal Credit Union, Berkeley,
Subordinated Debentures
CA
D.C. Federal Credit Union, Washington, DC
9/29/10
9/24/10
9/29/10
9/24/10
9/29/10
Subordinated Debentures
—
—
$1,747,000
$54,600,000
—
1, 2
Preferred Stock
9/29/10
Community Bancshares of Mississippi, Inc.,
Brandon, MS
9/17/10
1
—
$7,462,000
2a
Preferred Stock
Citizens Bancshares Corporation, Atlanta, GA
$18,980,000
—
—
—
—
—
—
8/13/10
Preferred Stock
Preferred Stock
Subordinated Debentures
Subordinated Debentures
Subordinated Debentures
—
—
$50,400,000
—
—
—
—
—
Amount from CPP
Purchase Details
1
CFBanc Corporation, Washington, DC
Buffalo Cooperative Federal Credit Union, Buffalo,
NY
9/17/10
Subordinated Debentures
Brooklyn Cooperative Federal Credit Union,
Brooklyn, NY
9/30/10
Carver Bancorp, Inc, New York, NY
Subordinated Debentures
Brewery Credit Union, Milwaukee, WI
9/24/10
8/27/10
Subordinated Debentures
Border Federal Credit Union, Del Rio, TX
9/29/10
Subordinated Debentures
Preferred Stock
Preferred Stock
Subordinated Debentures
Bethex Federal Credit Union , Bronx, NY
Bancorp of Okolona, Inc., Okolona, MS
9/29/10
Preferred Stock
Subordinated Debentures
BankAsiana, Palisades Park, NJ
Bainbridge Bancshares, Inc., Bainbridge GA
9/24/10
9/29/10
Atlantic City Federal Credit Union, Lander, WY
9/24/10
Subordinated Debentures
Subordinated Debentures
9/29/10
American Bancorp of Illinois, Inc., Oak Brook, IL
9/17/10
BancPlus Corporation, Ridgeland, MS
Alternatives Federal Credit Union, Ithaca, NY
9/24/10
Investment Description
9/29/10
Name of Institution
Purchase Date
Seller
CDCI Program Transaction detail, as of 6/30/2011
(continued)
—
—
—
—
$2,313,000.00
—
$4,379,000.00
—
—
—
—
—
—
—
—
—
—
—
$30,514,000.00
—
—
—
—
—
Additional
Investment
On 4/26/2010, Treasury gave Morgan Stanley & Co. Incorporated (Morgan Stanley) discretionary authority, as its sales agent, to sell subject to certain parameters up to 1,500,000,000 shares of common stock from time to time during the period ending on 6/30/2010 (or upon completion of the sale). Completion
of the sale under this authority occurred on 5/26/2010.
2
On 5/26/2010, Treasury gave Morgan Stanley & Co. Incorporated (Morgan Stanley) discretionary authority, as its sales agent, to sell up to 1,500,000,000
shares of common stock from time to time during the period ending on 6/30/2010 (or upon completion of the sale). Completion of the sale under this authority occurred on 6/30/2010.
3
On 7/23/2010, Treasury gave Morgan Stanley & Co. Incorporated (Morgan Stanley) discretionary authority, as its sales agent, to sell subject to certain parameters up to 1,500,000,000 shares of common stock from time to time during the period ending on 9/30/2010 (or upon completion of the sale). Completion
of the sale under this authority occurred on 9/30/2010.
4
On 10/19/2010, Treasury gave Morgan Stanley & Co. Incorporated (Morgan Stanley) discretionary authority, as its sales agent, to sell subject to certain
parameters up to 1,500,000,000 shares of common stock from time to time during the period ending on 12/31/2010 (or upon completion of the sale),
which plan was terminated on 12/6/2010.
5
On 12/6/2010, Treasury commenced an underwritten public offering of its remaining 2,417,407,607 shares. Closing of the offering is subject to the fulfillment of certain closing conditions.
6
T
he price set forth is the weighted average price for all sales of Citigroup, Inc. common stock made by Treasury over the course of the corresponding period.
7
Amount represents the gross proceeds to Treasury.
1
Table D.3
1
Proceeds7
$6,182,493,158
2,417,407,607
1,165,928,228
1,500,000,000
1,108,971,857
1,500,000,000
Number of Shares
Notes: Numbers may not total due to rounding. Data as of 6/30/2011. Numbered notes taken verbatim from 7/1/2011 Transactions Report.
Date
4/26/2010 – 5/26/2010
Note
CPP — Citigroup, Inc. Common Stock Disposition, as of 6/30/2011
Table D.2
$1,522,000
$2,799,000
$450,000
$2,650,000
$4,060,000
$54,600,000
$11,841,000
$5,781,000
$18,980,000
$6,300,000
$1,000,000
$145,000
$300,000
$1,096,000
$3,260,000
$502,000
$5,250,000
$80,914,000
$3,297,000
$3,372,000
$2,500,000
$5,457,000
$2,234,000
Investment
Amount
Par
Par
Par
Par
Par
Par
Par
Par
Par
Par
Par
Par
Par
Par
Par
Par
Par
Par
Par
Par
Par
Par
Par
Par
Date
Remaining
Amount Investment Amount
Disposition Details
Continued on next page.
$19,110
$35,921
$5,650
$34,008
$50,976
$685,533
$170,659
$76,438
$82,247
$79,100
$12,833
$1,861
$3,750
$14,065
$40,931
$6,303
$65,917
$1,015,920
$64,163
$43,274
$32,083
$111,838
$28,670
Dividend/Interest
Paid to Treasurya
Transaction detail I Appendix D I july 28, 2011
233
Investment Description
Episcopal Community Federal Credit Union, Los
Angeles, CA
Fairfax County Federal Credit Union, Fairfax, VA
Faith Based Federal Credit Union, Vernon, CA
Fidelis Federal Credit Union, Fairfax, VA
9/29/10
9/24/10
9/29/10
9/29/10
First Legacy Community Credit Union, Charlotte, NC Subordinated Debentures
9/29/10
Kilmichael Bancorp, Inc., Kilmichael, MS
9/3/10
Subordinated Debentures
Preferred Stock
8/6/10
Southern Bancorp, Inc., Arkadelphia, AR
1, 2
Subordinated Debentures
Shreveport Federal Credit Union , Shreveport, LA
9/29/10
Preferred Stock
Security Federal Corporation, Aiken, SC
9/29/10
1, 2
$11,000,000
—
$18,000,000
$17,910,000
—
9/24/10
Preferred Stock
Santa Cruz Community Credit Union, Santa Cruz, CA Subordinated Debentures
9/29/10
Security Capital Corporation, Batesville, MS
—
Renaissance Community Development Credit Union,
Subordinated Debentures
Somerset, NJ
9/29/10
—
$9,734,000
Subordinated Debentures
Preferred Stock
Pyramid Federal Credit Union, Tucson, AZ
—
PSB Financial Corporation, Many, LA
Subordinated Debentures
$6,784,000
—
$3,000,000
9/29/10
Prince Kuhio Federal Credit Union, Honolulu, HI
9/24/10
Subordinated Debentures
Subordinated Debentures
Preferred Stock
—
—
—
—
—
$5,500,000
$11,735,000
—
$5,645,000
—
$4,551,000
—
—
$6,000,000
$4,205,000
—
—
$14,000,000
—
—
—
—
$6,245,000
$30,000,000
—
$7,875,000
$5,146,000
$17,000,000
—
—
—
—
—
Amount from CPP
Purchase Details
(continued)
9/24/10
Premier Bancorp, Inc., Wilmette, IL
Phenix Pride Federal Credit Union, Phenix City, AL
8/13/10
PGB Holdings, Inc., Chicago, IL
Opportunities Credit Union, Burlington, VT
9/24/10
9/29/10
9/24/10
Northeast Community Federal Credit Union, San
Francisco, CA
8/13/10
Subordinated Debentures
North Side Community Federal Credit Union,
Chicago, IL
9/24/10
9/29/10
Subordinated Debentures
Subordinated Debentures
Subordinated Debentures
Neighborhood Trust Federal Credit Union, New
York, NY
1
1
1
1
Preferred Stock
Mission Valley Bancorp, Sun Valley, CA
8/20/10
9/24/10
1
Preferred Stock
Lower East Side People's Federal Credit Union,
New York, NY
M&F Bancorp, Inc., Durham, NC
9/24/10
8/20/10
Preferred Stock
Liberty Financial Services, Inc., New Orleans, LA
Subordinated Debentures
Liberty County Teachers Federal Credit Union,
Liberty, TX
9/24/10
Preferred Stock
Lafayette Bancorp, Inc., Oxford, MS
9/24/10
Subordinated Debentures
9/29/10
2a
1
1, 2
1
Independent Employers Group Federal Credit Union,
Subordinated Debentures
Hilo, HI
Subordinated Debentures
Preferred Stock
9/29/10
IBC Bancorp, Inc., Chicago, IL
IBW Financial Corporation, Washington, DC
9/10/10
9/3/10
Subordinated Debentures
Subordinated Debentures
1, 2
Hope Federal Credit Union, Jackson, MS
9/17/10
Subordinated Debentures
Subordinated Debentures
1
Hill District Federal Credit Union, Pittsburgh, PA
9/29/10
Greater Kinston Credit Union, Kinston, NC
9/29/10
Guaranty Capital Corporation, Belzoni, MS
Genesee Co-op Federal Credit Union, Rochester, NY Subordinated Debentures
9/17/10
7/30/10
Subordinated Debentures
Gateway Community Federal Credit Union, Missoula, MT
9/24/10
1
Subordinated Debentures
Freedom First Federal Credit Union, Roanoke, VA
9/29/10
Preferred Stock
First Vernon Bancshares, Inc., Vernon, AL
9/29/10
1
Preferred Stock
9/29/10
First M&F Corporation, Kosciusko, MS
Preferred Stock
Subordinated Debentures
1
First Choice Bank, Cerritos, CA
First Eagle Bancshares, Inc., Hanover Park, IL
9/24/10
9/17/10
1
1
Preferred Stock
Subordinated Debentures
Subordinated Debentures
8/13/10
First American International Corp., Brooklyn, NY
East End Baptist Tabernacle Federal Credit Union,
Bridgeport, CT
9/29/10
Subordinated Debentures
Subordinated Debentures
Subordinated Debentures
Name of Institution
Purchase Date
1
Note
Seller
CDCI Program Transaction detail, as of 6/30/2011
$22,800,000.00
—
$4,000,000.00
—
—
—
—
—
—
—
—
—
—
—
—
—
$4,836,000.00
—
—
—
$5,689,000.00
—
—
—
—
—
$3,881,000.00
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Additional
Investment
$33,800,000
$2,646,000
$22,000,000
$17,910,000
$2,828,000
$31,000
$2,500,000
$9,734,000
$273,000
$6,784,000
$153,000
$3,000,000
$1,091,000
$350,000
$325,000
$283,000
$10,336,000
$11,735,000
$898,000
$11,334,000
$435,000
$4,551,000
$3,154,000
$698,000
$6,000,000
$8,086,000
$4,520,000
$100,000
$14,000,000
$350,000
$300,000
$1,657,000
$9,278,000
$6,245,000
$30,000,000
$1,000,000
$7,875,000
$5,146,000
$17,000,000
$14,000
$30,000
$8,044,000
$100,000
$7,000
Investment
Amount
Par
Par
Par
Par
Par
Par
Par
Par
Par
Par
Par
Par
Par
Par
Par
Par
Par
Par
Par
Par
Par
Par
Par
Par
Par
Par
Par
Par
Par
Par
Par
Par
Par
Par
Par
Par
Par
Par
Par
Par
Par
Par
Par
Par
Par
Date
Remaining
Amount Investment Amount
Disposition Details
Continued on next page.
$523,900
$33,222
$276,222
$224,870
$36,293
$389
$32,083
$122,216
$3,504
$—
$1,964
$30,333
$13,698
$4,492
$4,081
$3,632
$143,034
$172,765
$11,524
$145,453
$5,583
$57,140
$68,442
$8,764
$84,000
$170,592
$59,764
$1,256
$343,583
$4,394
$3,967
$21,265
$116,490
$15,959
$376,667
$12,556
$161,394
$66,040
$171,889
$176
$377
$103,231
$1,256
$88
Dividend/Interest
Paid to Treasurya
234
Appendix D I Transaction Detail I july 28, 2011
Investment Description
Southside Credit Union, San Antonio, TX
9/29/10
Subordinated Debentures
Thurston Union of Low-Income People (TULIP)
Cooperative Credit Union, Olympia, WA
Tongass Federal Credit Union, Ketchikan, AK
9/24/10
9/24/10
9/29/10
Vigo County Federal Credit Union, Terre Haute, IN
Virginia Community Capital, Inc., Christiansburg, VA Subordinated Debentures
9/29/10
9/24/10
Subordinated Debentures
Subordinated Debentures
UNO Federal Credit Union, New Orleans, LA
9/24/10
Subordinated Debentures
University Financial Corp, Inc., St. Paul, MN
7/30/10
Subordinated Debentures
United Bancorporation of Alabama, Inc., Atmore, AL Preferred Stock
Union Settlement Federal Credit Union,
New York, NY
UNITEHERE Federal Credit Union (Workers United
Federal Credit Union), New York, NY
Subordinated Debentures
Union Baptist Church Federal Credit Union,
Fort Wayne, IN
9/24/10
9/29/10
Subordinated Debentures
Tulane-Loyola Federal Credit Union,
New Orleans, LA
9/24/10
9/3/10
Preferred Stock
Subordinated Debentures
Tri-State Bank of Memphis, Memphis, TN
8/13/10
Subordinated Debentures
—
—
—
$11,926,000
—
$10,300,000
—
—
—
$2,795,000
—
—
—
$5,000,000
$15,750,000
—
—
Amount from CPP
Purchase Details
(continued)
—
—
—
Additional
Investment
$1,915,000
$570,073,000
—
$1,229,000
$743,000
$22,115,000
$57,000
$10,300,000
$295,000
$10,000
$424,000
$2,795,000
$1,600,000
$75,000
$7,922,000
$17,123,000
$15,750,000
$1,100,000
$1,709,000
Investment
Amount
Total Purchase
Amount
—
—
$10,189,000.00
—
—
—
—
—
—
—
—
—
$12,123,000.00
Par
Par
Par
Par
Par
Par
Par
Par
Par
Par
Par
Par
Par
Par
Par
Par
Par
Date
Total Treasury
CDCI Investment Amount
Total Capital
Repayment
Amount
$570,073,000
Source: Treasury, Transactions Report, 7/1/2011.
2a
2
1
—
Remaining
Amount Investment Amount
Disposition Details
T
his institution qualified to participate in the Community Development Capital Initiative (CDCI), and has exchanged its Capital Purchase Program investment for an equivalent amount of investment with Treasury under the CDCI program terms.
Treasury made an additional investment in this institution at the time it entered the CDCI program.
Treasury made an additional investment in this institution after the time it entered the CDCI program.
a
For the purpose of this table, income (dividends and interest) are presented in aggregate for each CDCI participant.
Notes: Numbers affected by rounding. Data as of 6/30/2011. Numbered notes are taken verbatim from Treasury’s 7/1/2011 Transactions Report.
1, 2
1
1
Subordinated Debentures
The Magnolia State Corporation, Bay Springs, MS
9/29/10
Preferred Stock
The First Bancshares, Inc., Hattiesburg, MS
9/29/10
1, 2
Preferred Stock
9/29/10
State Capital Corporation, Greenwood, MS
Southern Chautauqua Federal Credit Union,
Lakewood, NY
9/29/10
Subordinated Debentures
Subordinated Debentures
Name of Institution
Purchase Date
1
Note
Seller
CDCI Program Transaction detail, as of 6/30/2011
$24,576
$15,431
$9,535
$542,739
$716
$144,200
$3,704
$128
$5,441
$42,236
$20,533
$963
$154,171
$214,989
$197,750
$13,811
$21,457
Dividend/Interest
Paid to Treasurya
Transaction detail I Appendix D I july 28, 2011
235
Purchase GMAC
5/21/09
$1,250,000,000
$7,500,000,000
Convertible
Preferred Stock w/
Exercised Warrants
5/20/09
6/3/09
Purchase
$360,624,198
$4,000,000,000
General Motors Debt Obligation w/
Purchase
Corporation
Additional Note
$30,100,000,000
General Motors Debt Obligation w/
Corporation
Additional Note
$2,000,000,000
General Motors Debt Obligation w/
Corporation
Additional Note
Purchase
4/22/09
Purchase
$13,400,000,000
General Motors Debt Obligation w/
Corporation
Additional Note
$884,024,131
Trust Preferred
Securities w/ Exercised Warrants
General Motors
Debt Obligation
Corporation
$2,540,000,000
Convertible
Preferred Stock w/
Exercised Warrants
$5,000,000,000
Amount
Preferred Stock w/
Exercised Warrants
Description
12/31/2008 Purchase
Purchase
12/30/09
12/29/08
Purchase GMAC
12/30/09
Purchase GMAC
12/29/08
General
Motors,b,c
Detroit, MI 5/27/09
GMAC (Ally),
Detroit, MI
Purchase GMAC
Date
Seller
Transaction
Type
Initial Investment
AIFP TRANSACTION DETAIL, AS OF 6/30/2011
Table D.4
General Motors Debt Obligation w/
Corporation
Additional Note
8
6
5
4
2
22,
26
22
Note
Amount
$5,000,000,000
$3,000,000,000
Type
Exchange for
convertible
preferred
stock
Partial
conversion
of preferred
stock for common stock
26
Note
Exchange/Transfer/Other Details
7
7
7
9
9
$884,024,131
$4,000,000,000
$360,624,198
$985,805,085
Exchange
for preferred
and common
stock in New
GM
Exchange
for preferred
and common
stock in New
GM
Exchange
for preferred
and common
stock in New
GM
Exchange
for preferred
and common $22,041,706,310
stock in New
GM
$7,072,488,605
Exchange for
equity interest
in GMAC
Exchange
for preferred
and common $13,400,000,000
stock in New
GM
$2,000,000,000
Exchange for
amended and
restated Trust
Preferred
Securities
Transfer of
debt to New
GM
Debt left at
Old GM
7/10/09
7/10/09
7/10/09
7/10/09
7/10/09
7/10/09
7/10/2009
5/29/09
9
7
27
$2,670,000,000
Partial
conversion
12/30/10
of preferred
stock for common stock
3/1/11
3
$5,500,000,000
12/30/09
12/30/09
Date
(continued)
11,
12
10,
11,
25
10,
11,
24
27
3, 26
21,
22
Amount/
Equity %
73.8%
60.8%
Debt
Obligation
$985,805,085
Debt
$7,072,488,605
Obligation
Common
Stock
Preferred
$2,100,000,000
Stock
Trust
Preferred $2,670,000,000
Securities
Common
Stock
Convertible
Preferred $5,937,500,000
Stock
Note Description
Motors
Liquidation 29
Company
General
Motors
Holdings
LLC
General
Motors
Company
General
Motors
Company
GMAC
(Ally)
GMAC
(Ally)
GMAC
(Ally)
Obligor
Treasury Investment After
Exchange/Transfer/Other
$35,084,421Debt Obligation
Partial
Repayment
12/18/09
Repayment
4/20/10
$50,000,000Debt Obligation
$45,000,000Debt Obligation
$15,887,795Debt Obligation
Partial
Repayment
Partial
Repayment
Partial
Repayment
3/31/11
N/A
Partial
Repayment
3/31/10
$4,676,779,986
$1,000,000,000Debt Obligation
Partial
Repayment
$360,624,198Debt Obligation
$1,000,000,000Debt Obligation
Partial
Repayment
7/10/09
1/21/10
$1,761,495,577Common Stock
Partial
Disposition
25
11/26/10
N/A
N/A
$11,743,303,903Common Stock
$2,139,406,778
$2,667,000,000
Partial
Disposition
25
Repayment
Disposition
28
Type
11/18/10
12/15/10
3/2/11
Date
Amount/
Proceeds
4/5/11
5/3/11
$756,714,508
$2,336,534,382
Dividend/
Interest Paid to
Treasurya
Continued on next page.
$874,917,290
$890,805,085
$935,805,085
$—
$4,676,779,986
$5,676,779,986
$5,711,864,407
$6,711,864,407
32.04%
36.9%
$—
—
Remaining
Investment
Amount/
Equity %
Payment or Disposition1
Remaining
Investment
Description
236
Appendix D I Transaction Detail I july 28, 2011
Chrylser,c
Auburn
Hills, MI
Chrysler
FinCo,
Farmington
Hills, MI
5/27/09
$6,642,000,000
Total Initial Investment Amount $81,344,932,551
Purchase New Chrysler
Debt Obligation w/
Additional Note,
Zero Coupon Note,
Equity
$—
Debt Obligation w/
Additional Note
Purchase Old Chrysler
5/20/09
$1,888,153,580
Debt Obligation w/
Additional Note
Purchase Old Chrysler
5/1/09
$280,130,642
Debt Obligation w/
Additional Note
Chrysler
Holding
Purchase
4/29/09
$—
Debt Obligation w/
Additional Note
Purchase
4/29/09
Chrysler
Holding
$4,000,000,000
$1,500,000,000
Amount
Debt Obligation w/
Additional Note
Debt Obligation w/
Additional Note
Description
Chrysler
Holding
Purchase
1/16/09
1/2/09
Purchase Chrysler FinCo
Date
Seller
Transaction
Type
Initial Investment
AIFP TRANSACTION DETAIL, AS OF 6/30/2011
18
17
16
15
14
13
Note
6/10/09
4/30/10
6/10/09
Date
(continued)
Issuance of
equity in New
Chrysler
Completion
of bankruptcy
proceeding;
transfer of collateral security
to liquidation
trust
Transfer of
debt to New
Chrysler
Type
$—
(1,888,153,580)
$500,000,000
Amount
23
19
Note
Exchange/Transfer/Other Details
20
19,
31
30
Chrysler
Group
LLC
Chrysler
Group
LLC
Amount/
Equity %
N/A
Common
equity
6.6%
Debt
obligation
w/
additional $7,142,000,000
note & zero
coupon
note
Right to
recover
proceeds
Debt
obligation
w/ $3,500,000,000
additional
note
Note Description
Old Carco
Liquidation 23
Trust
Chrysler
Holding
Obligor
Treasury Investment After
Exchange/Transfer/Other
$51,136,084
Repayment
7/14/09
$5,076,460,000
Repayment*
- Zero
Coupon
Note
5/24/11
$34,299,229,021
$43,557,549,950
Total Payments
Total Treasury
Investment Amount
$403,000,000
$100,000,000
Repayment*
- Additional
Note
5/24/11
Additional Proceeds*
$288,000,000
Repayment Principal
$7,844,409
5/24/11
Proceeds
12/29/10 from sale of
collateral
$9,666,784
Proceeds
9/9/10 from sale of
collateral
$280,130,642
$1,900,000,000
$30,544,528
Repayment
Termination and
settlement
payment 20
$15,000,000
Proceeds
5/10/10 from sale of
collateral
7/10/09
5/14/10
7/14/09 Repayment*
Partial
Repayment
6/17/09
$1,413,554,739
$1,464,690,823
Debt Obligation
w/ Additional
Note
Debt Obligation
w/ Additional
Note
N/A
Right to
recover
proceeds
Right to
recover
proceeds
Right to
recover
proceeds
N/A
N/A
N/A
$—
N/A
N/A
N/A
$—
—
—
$—
$1,369,197,029
Debt Obligation
w/ Additional
Note
$1,496,500,945
Remaining
Investment
Amount/
Equity %
Debt Obligation
w/ Additional
Note
$1,369,197,029 Additional Note
$44,357,710
Partial
Repayment
$31,810,122
Partial
Repayment
4/17/09
5/18/09
$3,499,055
Partial
Repayment
Type
3/17/09
Date
Amount/
Proceeds
Payment or Disposition1
Remaining
Investment
Description
$1,171,263,942
$7,405,894
Dividend/
Interest Paid to
Treasurya
Transaction detail I Appendix D I july 28, 2011
237
(continued)
Sources: Treasury, Transactions Report, 7/1/2011, Treasury, Cumulative Dividends, Interest, and Distributions Report, 7/1/2011; Treasury, response to SIGTARP data call, 4/6/2011.
3
2
1
P
ayment amount does not include accrued and unpaid interest on a debt obligation, which must be paid at the time of principal repayment.
T
reasury committed to lend General Motors Corporation up to $1,000,000,000. The ultimate funding was dependent upon the level of investor participation in GMAC LLC’s rights offering. The amount has been updated to reflect the final level of funding.
P
ursuant to its rights under the loan agreement with Old GM reported on 12/29/2008, Treasury exchanged its $884 million loan to Old GM for a portion of Old GM’s common equity interest in GMAC. Treasury held a 35.4% common equity interest in GMAC until the transactions reported on 12/30/2009. (See transactions
marked by orange line in the table above and footnote 22.)
4
T
his transaction is an amendment to Treasury’s 12/31/2008 agreement with Old GM (the “Old GM Loan”), which brought the total loan amount to $15,400,000,000.
5
T
his transaction was a further amendment to the Old GM Loan, which brought the total loan amount to $19,400,000,000.
6
T
his transaction was a further amendment to the Old GM Loan, which brought the total loan amount to $19,760,624,198. The $360,624,198 loan was used to capitalize GM Warranty LLC, a special purpose vehicle created by Old GM . On 7/10/2009, the principal amount was included in the $7.07 billion of debt assumed
by the new GM, as explained in footnote 10.
7
On 7/10/2009, the principal amount outstanding under the Old GM Loan and interest accrued thereunder were extinguished and exchanged for privately placed preferred and common equity in New GM. (See green lines in the table above.)
8
Under the terms of the $33.3 billion debtor-in-possession credit agreement dated 6/3/2009 with Old GM (the “GM DIP Loan”), Treasury’s commitment amount was $30.1 billion. The remaining $2.2 billion of the financing was provided by Canadian government entities. As of 7/09/2009, $30.1 billion of funds had been
disbursed by Treasury.
9
On 7/10/2009, Treasury and Old GM amended the GM DIP Loan, and the principal amount and interest accrued thereunder were extinguished and exchanged for privately placed preferred and common equity in New GM, except for (i) $7.07 billion, which was assumed by New GM as a new obligation under the terms of a
separate credit agreement between Treasury and New GM (see transactions marked by green lines in table above) and (ii) $986 million, which remained a debt obligation of Old GM.
10
In total, for the exchange of the Old GM Loan and the GM DIP Loan (other than as explained in footnote 9), Treasury received $2.1 billion in preferred shares and 60.8% of the common shares of New GM. (See transactions marked by green lines in the table above.)
11
P
ursuant to a corporate reorganization completed on or about 10/19/2009, the shareholders of New GM, including with respect to Treasury’s preferred and common stock, became shareholders of General Motors Holding Company (the ultimate parent company of New GM), which was renamed “General Motors Company” on
an equal basis to their shareholdings in New GM, and New GM was converted to “General Motors LLC”. General Motors LLC is a wholly owned subsidiary of General Motors Holdings LLC, and General Motors Holdings LLC is a wholly owned subsidiary of General Motors Company.
12
P
ursuant to a corporate reorganization completed on 10/19/2009, Treasury’s loan with New GM was assigned and assumed by General Motors Holdings LLC.
13
T
he loan was funded through Chrysler LB Receivables Trust, a special purpose vehicle created by Chrysler FinCo. The amount of $1,500,000,000 represents the maximum loan amount. The loan was incrementally funded until it reached the maximum amount of $1.5 billion on 4/9/2009.
14
T
his transaction was an amendment to Treasury’s 1/2/2009 agreement with Chrysler Holding. As of 4/30/2009, Treasury’s obligation to lend any funds committed under this amendment had terminated. No funds were disbursed.
15
T
he loan was used to capitalize Chrysler Warranty SPV LLC, a special purpose vehicle created by Old Chrysler.
16
T
his transaction was set forth in a credit agreement with Old Chrysler fully executed on 5/5/2009 following a term sheet executed on 5/1/2009 and made effective on 4/30/2009. Treasury’s commitment was $3.04 billion of the total $4.1 billion debtor-in-possession credit facility (the “Chrysler DIP Loan”). As of
6/30/2009, Treasury’s commitment to lend under the Chrysler DIP Loan had terminated. The remaining principal amount reflects the final amount of funds disbursed under the Chrysler DIP Loan.
17
T
his transaction was an amendment to Treasury’s commitment under the Chrysler DIP Loan, which increased Treasury’s commitment by an amount $756,857,000 to a total of $3.8 billion under the Chrysler DIP Loan. As of 6/30/2009, Treasury’s obligation to lend funds committed under the Chrysler DIP Loan had terminated.
18
T
his transaction, first reported based on a term sheet fully executed on 5/27/2009 for an amount up to $6.943 billion, was set forth in a credit agreement with New Chrysler fully executed on 6/10/2009. Under the terms of the credit agreement, Treasury made a new commitment to New Chrysler of up to $6.642 billion.
The total loan amount is up to $7.142 billion including $500 million of debt assumed on 6/10/2009 from Chrysler Holding originally incurred under Treasury’s 1/2/2009 credit agreement with Chrysler Holding. The debt obligations are secured by a first priority lien on the assets of New Chrysler. When the sale to new
Chrysler was completed, Treasury acquired the rights to 9.85% of the common equity in new Chrysler.
19
P
ursuant to the agreement explained in footnote 18, $500 million of this debt obligation was assumed by New Chrysler.
20
Under loan agreement, as amended on 7/23/2009, Treasury was entitled to proceeds Chrysler Holdco received from Chrysler FinCo equal to the greater of $1.375 billion or 40% of the equity value of Chrysler FinCo. Pursuant to a termination agreement dated 5/14/2010, Treasury agreed to accept a settlement payment of
$1.9 billion as satisfaction in full of all existing debt obligations (including additional notes and accrued and unpaid interest) of Chrysler Holdco, and upon receipt of such payment to terminate all such obligations.
21
Amount of the Treasury investment exchange includes the exercised warrants from Treasury’s initial investments.
22
Under the terms of an agreement dated 12/30/2009, the convertible preferred shares will mandatorily convert to common stock under the conditions and the conversion price as set forth in the terms of the agreement.
23
On April 30, 2010, the Plan of Liquidation for the debtors of Old Chrysler approved by the respective bankruptcy court became effective (the “Liquidation Plan”). Under the Liquidation Plan, the loan Treasury had provided to Old Chrysler was extinguished without repayment, and all assets of Old Chrysler were transferred to a
liquidation trust. Treasury retained the right to recover the proceeds from the liquidation from time to time of the specified collateral security attached to such loan.
24
On October 27, 2010, Treasury accepted an offer by General Motors Company (GM) to repurchase all of the approximately $2.1 billion preferred stock at a price per share of $25.50, which is equal to 102% of the liquidation preference, subject to the closing of the proposed initial public offering of GM’s common stock. The
repurchase was completed on 12/15/2010.
25
On 11/17/2010, Treasury agreed to sell 358,546,795 shares of common stock at $32.7525 per share (which represents the $33 public sale price less underwriting discounts and fees) pursuant to an underwriting agreement. Following settlement, the net proceeds to Treasury were $11,743,303,903. On 11/26/2010,
the underwriters exercised their option to purchase an additional 53,782,019 shares of common stock from Treasury at the same purchase price resulting in additional proceeds of $1,761,495,577. Treasury’s aggregate net proceeds from the sale of common stock pursuant to the underwriting agreement total
$13,504,799,480.
26
On 12/30/2010, Treasury converted $5,500,000,000 of the total convertible preferred stock then outstanding and held by Treasury (including exercised warrants) into 531,850 shares of common stock of Ally. Following this conversion, Treasury holds $5,937,500,000 of convertible preferred stock.
27
On 3/1/2011, Treasury entered into an agreement with Ally Financial, Inc. (Ally) and certain other parties to amend and restate the $2,667,000,000 in aggregate liquidation preference of its Ally trust preferred securities so to facilitate a public underwritten offering. At the time of amendment and restatement, Treasury
received all outstanding accrued and unpaid dividends and a distribution fee of $28,170,000.
28
On 3/2/2011, Treasury entered into an underwritten offering for all of its Ally trust preferred securities, the proceeds of which were $2,638,830,000, which together with the distribution fee referred to in footnote 27, provided total disposition proceeds to Treasury of $2,667,000,000. This amount does not include the
accumulated and unpaid dividends on the trust preferred securities from the date of the amendment and restatement through but excluding the closing date that Treasury will receive separately at settlement.
29
On March 31, 2011, the Plan of Liquidation for Motors Liquidation Company (Old GM) became effective, Treasury’s $986 million loan to Old GM was converted to an administrative claim and the assets remaining with Old GM, including Treasury’s liens on certain collateral and other rights attached to the loan, were transferred
to liquidation trusts. Under the Plan of Liquidation, Treasury retained the right to recover additional proceeds; however, any additional recovery is dependent on actual liquidation proceeds and pending litigation.
30
In June 2009, Treasury provided a $6.6 billion loan commitment to Chrysler Group LLC (as of March 31, 2011, $2.1 billion remained undrawn), and received a 9.9 percent equity ownership in Chrysler Group LLC (Chrysler). In January and April 2011, Chrysler met the first and second of three performance related milestones
and Fiat’s ownership automatically increased from 20% to 30%. As a result, Treasury’s ownership was reduced to 8.6%. On May 24, 2011, Fiat, through the exercise of an equity call option, purchased an incremental 16% fully diluted ownership interest in Chrysler for $1.268 billion. Currently, Treasury’s ownership stands at
6.6%.
31
On May 24, 2011, Chrysler Group LLC terminated its ability to draw on the remaining $2.066 billion outstanding under this loan facility.
a
For the purpose of this table, income (dividends and interest) are presented in aggregate for each AIFP participant.
b
According to Treasury, the GM warrant was “Exchanged out of bankruptcy exit.”
c
This table includes AWCP transactions.
Notes: Numbers may not total due to rounding. Data as of 6/30/2011. Numbered notes were taken verbatim from Treasury’s 7/1/2011 Transactions Report.
GMAC refers to GMAC Inc., formerly known as GMAC LLC., and now known as Ally Financial, Inc. (“Ally”).
“Old GM” refers to General Motors Corporation, which is now known as Motors Liquidation Company.
“New GM” refers to General Motors Company, the company that purchased Old GM’s assets on 7/10/2009 in a sale pursuant to section 363 of the Bankruptcy Code. See also footnote 11.
“Chrysler FinCo” refers to Chrysler Financial Services Americas LLC.
“Chrysler Holding” refers to CGI Holding LLC, the company formerly known as “Chrysler Holding LLC”.
“Old Chrysler” refers to Old Carco LLC (fka Chrysler LLC).
“New Chrysler” refers to Chrysler Group LLC, the company that purchased Old Chrysler’s assets on 6/10/2009 in a sale pursuant to section 363 of the Bankruptcy Code.
AIFP TRANSACTION DETAIL, AS OF 6/30/2011
238
Appendix D I Transaction Detail I july 28, 2011
4/9/2009
4/9/2009
1
2
Debt Obligation w/
Additional Note
Chrysler Receivables SPV LLC,
Purchase
Wilmington, DE
Initial Total
Debt Obligation w/
Additional Note
Transaction
Type
Purchase
GM Supplier Receivables LLC,
Wilmington, DE
Institution Name
Investment
Description
$5,000,000,000
$1,500,000,000
$3,500,000,000
N/A
N/A
Investment
Pricing
Amount Mechanism
Adjustment
Amount
Adjusted
Investment
Amount
7/8/2009
Type
$413,076,735
$101,074,947
Adjusted Total
4/7/2010
$123,076,735
Total Proceeds
from Additional
Notes
3/9/2010
Payment7
Repayment5
Payment6
Repayment5
3/4/2010
4/5/2010
Partial repayment
11/20/2009
2/11/2010
Partial repayment
Date
($500,000,000) $1,000,000,000
$290,000,000
7/8/2009 $(1,000,000,000) $2,500,000,000
Adjustment
Date3
Adjustment Details
Remaining
Investment
Description
$56,541,893
$123,076,735
None
None
Total Repayments $413,076,735
$44,533,054
Additional Note
$50,000,000
$100,000,000
$140,000,000
Amount
Additional Note
Debt Obligation w/ Additional Note
Debt Obligation w/ Additional Note
Repayment4
$10,320,229
$21,629,701
Dividends/
Interest Paid
to Treasury
Bank of America
Corporation,
Charlotte, NC
1/16/09
$20,000,000,000
$20,000,000,000
Investment
Amount
$20,000,000,000
$20,000,000,000
12/9/09
12/23/09
$—
$—
Warrants
Warrants
3/3/10 A
1/25/11 A
Final
Disposition
Date3
Warrants
Warrants
Final
Disposition
Description
Final Disposition
$10.96
$41.64
Outstanding Warrant
Shares
Market and Warrants Data
Stock
Price
Total Warrant Proceeds $1,446,025,527
$1,255,639,099
$190,386,428
Final Disposition
Proceeds
$1,435,555,556
$1,568,888,889
Dividends/
Interest Paid to Treasury
Sources: Treasury, Transactions Report, 7/1/2011; Treasury, Cumulative Dividends, Interest, and Distributions Report, 7/11/2011; Treasury, response to SIGTARP data call, 7/8/2011. Market date: Bloomberg L.P., accessed 7/20/2011.
Notes: Numbers may not total due to rounding. Data as of 6/30/2011. Numbered notes were taken verbatim from Treasury’s 7/1/2011 Transactions Report.
1
T
reasury made three separate investments in Citigroup Inc. (“Citigroup”) under CPP, TIP, and AGP for a total of $49 billion. On 6/9/2009, Treasury entered into an agreement with Citigroup to exchange all of Treasury’s investments. On 7/30/2009, Treasury exchanged all of its Fixed Rate Cumulative
Perpetual Preferred Stock, Series I (TIP Shares) “dollar for dollar” for Trust Preferred Securities.
2
Repayment pursuant to Title VII, Section 7001 of the American Recovery and Reinvestment Act of 2009.
3
For final disposition of warrants, “R” represents proceeds from a repurchase of warrants by the financial institution, and “A” represents the proceeds to Treasury, before underwriting fees and selling expenses, from a sale by Treasury in a registered public offering of the warrants issued by the financial institution.
$—
Total Capital
Repayment $40,000,000,000
Par
Par
Remaining
Capital
Description
Treasury Investment
Remaining
After Capital Repayment
Capital Remaining
Capital
Repayment
Amount
Date2
Capital Repayment Details
Pricing Capital Repayment
Mechanism
Amount
Total Treasury TIP Investment
Amount
Total Investment $40,000,000,000
Preferred Stock w/
Warrants
Citigroup Inc., New
York, NY
Purchase
12/31/08
1
Purchase
Trust Preferred
Securities w/
Warrants
Investment
Description
Institution Name
Transaction
Type
Note Date
Seller
TIP Transaction Detail, as of 6/30/2011
Table D.6
Sources: Treasury, Transactions Report, 7/1/2011; Treasury, response to SIGTARP data call, 4/11/2011.
Notes: Numbers may not total due to rounding. Data as of 6/30/2011. Numbered notes were taken verbatim from Treasury’s 7/1/2011 Transactions Report
1
T
he loan was funded through GM Supplier Receivables, LLC, a special purpose vehicle created by General Motors Corporation. The amount of $3,500,000,000 represents the maximum loan amount. The loan will be incrementally funded. The credit agreement was fully executed
on 4/9/2009, but was made effective as of 4/3/2009. General Motors Company assumed GM Supplier Receivables LLC on 7/10/2009.
2
T
he loan was funded through Chrysler Receivables SPV LLC, a special purpose vehicle created by Chrysler LLC. The amount of $1,500,000,000 represents the maximum loan amount. The loan will be incrementally funded. The credit agreement was fully executed on 4/9/2009,
but was made effective as of 4/7/2009. Chrysler Group LLC assumed Chrysler Receivables SPV LLC on 6/10/2009.
3
T
reasury issued notice to the institution of the permanent reduced commitment on 7/8/2009; the reduction was effective on 7/1/2009.
4
Does not include accrued and unpaid interest due on the amount of principal repayment, which interest must be paid at the time of principal repayment.
5
All outstanding principal drawn under the credit agreement was repaid.
6
T
reasury’s commitment was $2.5 billion (see note 3). As of 4/5/2010, Treasury’s commitment to lend under the credit agreement had terminated and the borrower has paid its obligations with respect to the Additional Note. The final investment amount reflects the total funds
disbursed under the loan, all of which have been repaid.
7
T
reasury’s commitment was $1 billion (see note 3). As of 4/7/2010, Treasury’s commitment to lend under the credit agreement had terminated and the borrower has paid its obligations with respect to the Additional Note. The final investment amount reflects the total funds
disbursed under the loan, all of which have been repaid.
Date
Note
Seller
ASSP Transaction Detail, as of 6/30/2011
Table D.5
Transaction detail I Appendix D I july 28, 2011
239
$5,000,000,000
$—
Preferred
Stock w/ $4,034,000,000
Warrants
Description
Amount
Date Payment Type
Warrant
Auction
1/25/
2011
Total Proceeds
Disposition
9/30/
2010
Exchange
Trust
preferred
Partial cancelPreferred
stock
12/23/ lation for early
Securities $4,034,000,000
for trust
2009 termination of
w/
preferred
guarantee
Warrants
securities
Type
Exchange
Trust
preferred
Preferred
9/29/ securities
Securities $2,246,000,000
2010 for trust
w/
preferred
Warrants
securities
6/09/
2009
Date
Exchange/Transfer/Other Details
$2,313,197,045
$67,197,045
$2,246,000,000
None
Warrants
—
—
Trust
Preferred
($1,800,000,000) Securities $2,234,000,000
w/
Warrants
Remaining
Premium
Amount
Payment or Disposition
Remaining
Payment Premium
Amount
Desc
Outstanding
Warrant Shares
$41.64
Stock Price
Market and Warrants Data
$442,964,764
Dividends/
Interest Paid to Treasury
TALF LLC, Wilmington, DE Purchase
TOTAL
Debt Obligation w/ Additional Note
Investment Description
$4,300,000,000
$20,000,000,000
Investment Amount
N/A
Pricing
Mechanism
7/19/10
Adjusted
Investment Date
$4,300,000,000
Adjusted
Investment Amount
Sources: Treasury, Transactions Report, 7/1/2011
Notes: Numbers may not total due to rounding. Data as of 6/30/2011. Numbered notes were taken verbatim from Treasury’s 7/1/2011 Transactions Report.
1
T
he loan was funded through TALF LLC, a special purpose vehicle created by The Federal Reserve Bank of New York (“FRBNY”). The amount of $20,000,000,000 represents the maximum loan
amount. The loan will be incrementally funded.
2
On 7/19/2010, Treasury, the FRBNY and TALF LLC entered into an amendment of the credit agreement previously entered into on 3/3/2009, which amendment reduced Treasury’s maximum loan
amount to $4,300,000,000.
3/3/09
1-2
Transaction
Type
Institution
Note Date
Seller
TALF Transaction Detail, as of 6/30/2011
Table D.8
Sources: Treasury, Transactions Report, 7/1/2011; Treasury, Cumulative Dividends, Interest, and Distributions Report, 7/11/2011; Treasury, response to SIGTARP data call, 7/8/2011. Market date: Bloomberg L.P., accessed 7/20/2011.
Notes: Numbers may not total due to rounding. Data as of 6/30/2011. Numbered notes were taken verbatim from Treasury’s 7/1/2011 Transactions Report.
1
In consideration for the guarantee, Treasury received $4.03 billion of preferred stock, which pays 8% interest.
2
T
reasury made three separate investments in Citigroup Inc. (“Citigroup”) under CPP, TIP, and AGP for a total of $49 billion. On 6/9/2009, Treasury entered into an agreement with Citigroup to exchange all of Treasury’s investments. On 7/30/2009, Treasury exchanged all of its Fixed Rate Cumulative Perpetual Preferred
Stock Series G (AGP Shares), received as premium with the AGP agreement, “dollar for dollar” for Trust Preferred Securities.
3
On 12/23/2009, Treasury entered into a Termination Agreement with the other parties to the Master Agreement which served to terminate Treasury’s guarantee and obligations under the Master Agreement. In connection with the early termination of the guarantee, Treasury agreed to cancel $1.8 billion of the AGP Trust
Preferred Securities, and the Federal Deposit Insurance Corporation (FDIC) and Treasury agreed that, subject to the conditions set out in the Termination Agreement, the FDIC may transfer $800 million of Trust Preferred Securities to Treasury at the close of Citigroup’s participation in the FDIC’s Temporary Liquidity Guarantee
Program.”
4
On 9/29/2010, Treasury entered into an agreement with Citigroup Inc. to exchange $2,234,000,000 in aggregate liquidation preference of its trust preferred securities for $2,246,000,000 in aggregate liquidation preference of trust preferred securities with certain modified terms. At the time of exchange, Citigroup Inc.
paid the outstanding accrued and unpaid dividends.
5
On 9/30/2010, Treasury entered into underwritten offering of the trust preferred securities, the gross proceeds of which do not include accumulated and unpaid distributions from the date of the exchange through the closing date.
a
AGP transaction is a guarantee, not a purchase. Treasury received a premium including preferred stock and warrants as part of this transaction.
Total
($5,000,000,000)
Citigroup
12/23/
Termination
Inc., New Termination
Agreement
2009
York, NY
Citigroup
Inc., New Guarantee
York, NY
Amount
Guarantee
Limit Description
Institution Transaction
Name
Type
Description
Master
Agreement
Date
1,2,3, 1/16/
4,5
2009
Note
3
Premium
Initial Investmentb
AGP Transaction Detail, as of 6/30/2011
Table D.7
240
Appendix D I Transaction Detail I july 28, 2011
Transfer
Common Stock
(non-TARP)
1/14/2011
6
N/A
Common Stock
ALICO Junior
Preferred
Interests
AIA Preferred
Units
Preferred
Stock (Series
G)
Investment
Description
562,868,096
924,546,133
167,623,733
$3,375,328,432
$16,916,603,568
$2,000,000,000
Amount / Shares
Preferred Stock w/
Warrants (Series E)
1
Investment Description
$40,000,000,000
Investment Amount
Payment
Payment
5/24/2011
Total
Partial
Disposition
Payment
Payment
3/8/2011
3/15/2011
2/14/2011
Payment
3/8/2011
2/14/2011
Cancellation
$14,946,447,248
$5,800,000,000
$1,383,888,037
$2,009,932,072
$55,833,333
$5,511,067,614
$185,726,192
—
8
N/A
Par
Par
Par
Par
Par
N/A
Pricing
Mechanism
Final Disposition
Proceeds
Transaction
Type
Final Disposition
Transaction
Date
Type
Warrants
(Series F)
Warrants
(Series E)
Investment
77%
1,455,037,962
—
$11,163,976,429
9
— 10
Remaining Recap
Investment Amount
Proceeds
Par
Pricing
Mechanism
Pricing Mechanism
See table below for exchange/transfer details in connection with the recapitalization conducted on 1/14/2011.
Exchange
Transaction
Type
5/27/2011
Date
4/17/2009
Date
Exchange/Transfer Details
Notes: Numbers may not total due to rounding. Data as of 6/30/2011. Numbered notes were taken verbatim from the Treasury’s 7/1/2011 Transactions Report.
1
On 4/17/2009, Treasury exchanged its Series D Fixed Rate Cumulative Preferred Shares for Series E Fixed Rate Non-Cumulative Preferred Shares with no change to Treasury’s initial investment amount. In
addition, in order for AIG to fully redeem the Series E Preferred Shares, it had an additional obligation to Treasury of $1,604,576,000 to reflect the cumulative unpaid dividends for the Series D Preferred
Shares due to Treasury through and including the exchange date.
2
T
he investment amount reflected Treasury’s commitment to invest up to $30 billion less a reduction of $165 million representing retention payments AIG Financial Products made to its employees in March
2009.
3
T
his transaction does not include AIG’s commitment fee of an additional $165 million paid from its operating income over the life of the facility. A $55 million payment was received by Treasury on
12/17/2010. The remaining $110 million payment was received by Treasury on 05/27/2011.
4
On 1/14/2011, (A) Treasury exchanged $27,835,000,000 of Treasury’s investment in AIG’s Fixed Rate Non-Cumulative Perpetual Preferred Stock (Series F) which is equal to the amount funded (including amounts drawn at closing) under the Series F equity capital facility, for (i) the transferred SPV preferred interests and (ii) 167,623,733 shares of AIG Common Stock, and (B) Treasury exchanged
$2,000,000,000 of undrawn Series F for 20,000 shares of preferred stock under the new Series G Cumulative Mandatory Convertible Preferred Stock equity capital facility under which AIG has the right to
draw up to $2,000,000,000.
5
On 1/14/2011, Treasury exchanged an amount equivalent to the $40 billion initial investment plus capitalized interest from the April 2009 exchange (see note 1 above) of Fixed Rate Non-Cumulative Perpetual
Preferred Stock (Series E) for 924,546,133 shares of AIG Common Stock.
6
On 1/14/2011, Treasury received 562,868,096 shares of AIG Common Stock from the AIG Credit Facility Trust, which trust was established in connection with the credit facility between AIG and the Federal
Reserve Bank of New York. This credit facility was repaid and terminated pursuant to this recapitalization transaction. The trust had received 562,868,096 shares of AIG common stock in exchange for AIG’s
Series C Perpetual, Convertible Participating Preferred Stock, which was previously held by the trust for the benefit of the U.S. Treasury.
7
T
he amount of Treasury’s AIA Preferred Units and ALICO Junior Preferred Interests holdings do not reflect preferred returns on the securities that accrue quarterly.
8
P
roceeds include amounts applied to pay (i) accrued preferred returns and (ii) redeem the outstanding liquidation amount.
9
On 5/27/2011, Treasury completed the sale of 200,000,000 shares of common stock at $29.00 per share for an aggregate amount equal to $5,800,000,000, pursuant to an underwriting agreement
executed on 05/24/2011.
10
On 5/27/2011, pursuant to the terms of the agreements governing the Preferred Stock (Series G), the available amount of the Preferred Stock (Series G) was reduced to $— as a result of AIG’s primary
offering of its common stock and the Preferred Stock (Series G) was cancelled.
Exchange
Exchange
Preferred Stock
(Series E)
1/14/2011
5
Exchange
4,7,8 1/14/2011
Exchange
N/A
Par
Transaction
Type
Preferred Stock
(Series F)
Note Date
Investment
Description
Par
Par
Pricing
Mechanism
Treasury Holdings PostRecapitalization
$69,835,000,000
$29,835,000,000
Preferred Stock
w/ Warrants
(Series F)
Initial total
$40,000,000,000
Investment
Amount
Preferred Stock
w/ Warrants
(Series D)
Investment
Description
Purchase Details
Pricing
Mechanism
Purchase
Purchase
Transaction
Type
Recapitalization
4/17/2009 AIG, New York, NY
2, 3
Institution
11/25/2008 AIG, New York, NY
Date
1
Note
Seller
SSFI (AIG) PROGRAM TRANSACTION DETAIL, AS OF 6/30/2011
Table D.9
$29.32
$29.32
Stock Price
2,689,938
150
Outstanding
Warrants Shares
—
—
Dividends/
Interests Paid
to Treasury
Transaction detail I Appendix D I july 28, 2011
241
Investment Description
Floating Rate SBA 7a security due 2025
Floating Rate SBA 7a security due 2022
Floating Rate SBA 7a security due 2022
Floating Rate SBA 7a security due 2034
Floating Rate SBA 7a security due 2016
Floating Rate SBA 7a security due 2020
Floating Rate SBA 7a security due 2035
Floating Rate SBA 7a security due 2033
Floating Rate SBA 7a security due 2029
Floating Rate SBA 7a security due 2033
Floating Rate SBA 7a security due 2020
Floating Rate SBA 7a security due 2034
Floating Rate SBA 7a security due 2020
Floating Rate SBA 7a security due 2025
Floating Rate SBA 7a security due 2034
Floating Rate SBA 7a security due 2017
Floating Rate SBA 7a security due 2034
Floating Rate SBA 7a security due 2020
Floating Rate SBA 7a security due 2019
Floating Rate SBA 7a security due 2020
Floating Rate SBA 7a security due 2020
Floating Rate SBA 7a security due 2024
Floating Rate SBA 7a security due 2020
Floating Rate SBA 7a security due 2020
Floating Rate SBA 7a security due 2021
Floating Rate SBA 7a security due 2029
Floating Rate SBA 7a security due 2026
Floating Rate SBA 7a security due 2035
Floating Rate SBA 7a security due 2034
Floating Rate SBA 7a security due 2034
Floating Rate SBA 7a security due 2035
Trade Date
3/19/10
3/19/10
3/19/10
4/8/10
4/8/10
5/11/10
5/11/10
5/11/10
5/25/10
5/25/10
6/17/10
6/17/10
7/14/10
7/14/10
7/14/10
7/29/10
7/29/10
8/17/10
8/17/10
8/17/10
8/31/10
8/31/10
8/31/10
9/14/10
9/14/10
9/14/10
9/14/10
9/28/10
9/28/10
9/28/10
9/28/10
Shay Financial
Shay Financial
Coastal Securities
Coastal Securities
Coastal Securities
Coastal Securities
Shay Financial
Shay Financial
Coastal Securities
Shay Financial
Shay Financial
Coastal Securities
Coastal Securities
Shay Financial
Shay Financial
Coastal Securities
Shay Financial
Shay Financial
Coastal Securities
Coastal Securities
Coastal Securities
Coastal Securities
Coastal Securities
Coastal Securities
Coastal Securities
Coastal Securities
Coastal Securities
Coastal Securities
Coastal Securities
Coastal Securities
Coastal Securities
Institution Name
$14,950,000.00
$332,596,893
Total Purchase
Face Amount
$13,402,491.00
$11,482,421.00
$3,450,000.00
$5,741,753.00
$5,750,000.00
$8,050,000.00
$8,902,230.00
$6,900,000.00
$10,350,000.00
$9,272,482.00
$10,000,000.00
$5,000,000.00
$8,279,048.00
$9,719,455.00
$2,598,386.00
$13,183,361.00
$6,860,835.00
$6,004,156.00
$28,209,085.00
$34,441,059.00
$17,119,972.00
$8,417,817.00
$8,744,333.00
$12,898,996.00
$10,751,382.00
$8,900,014.00
$23,500,000.00
$8,030,000.00
$7,617,617.00
$4,070,000.00
Purchase Face
Amount3
83165AFQ2
83165AFM1
83165AFT6
83164K5M1
83164K5L3
83164K5F6
83165AFK5
83165AFC3
83164K5H2
83165AFA7
83165AEW0
83165AE91
83165AFB5
83165AEZ3
83164K4M2
83164K4E0
83165AE42
83164K4J9
83164K3Y7
83165AEP5
83165AEQ3
83165AEK6
83164K3B7
83165AED2
83164K2Q5
83165AEE0
83164KZH9
83165AD84
83165ADE1
83165ADC5
83164KYN7
CUSIP
1
(Continued)
Purchase Details
UCSB TRANSACTION DETAIL, AS OF 6/30/2011
Table D.10
114.006
113.9
113.838
110.875
110.5
106.5
110.759
111.584
105.875
112.476
110.515
110.821
110.088
110.198
106.75
108.4375
111.86
108.505
106.625
112.028
110.785
109.553
110.125
110.798
109.42
106.806
107.5
110.502
108.875
109
107.75
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Pricing
Mechanism TBA or PMF3
$17,092,069
$368,145,452
Total
Investment
Amount*
$15,308,612
$13,109,070
$3,834,428
$6,361,173
$6,134,172
$8,940,780
$9,962,039
$7,319,688
$11,672,766
$10,277,319
$11,115,031
$5,520,652
$9,150,989
$10,394,984
$2,826,678
$14,789,302
$7,462,726
$6,416,804
$31,693,810
$38,273,995
$18,801,712
$9,294,363
$9,717,173
$14,151,229
$11,511,052
$9,598,523
$26,041,643
$8,716,265
$8,279,156
$4,377,249
Investment
Amount 2, 3
12/30/10
11/30/10
12/30/10
11/30/10
11/30/10
11/30/10
11/30/10
10/29/10
11/30/10
10/29/10
9/29/10
10/29/10
10/29/10
9/30/10
10/29/10
9/30/10
9/30/10
9/30/10
9/30/10
8/30/10
8/30/10
7/30/10
7/30/10
6/30/10
6/30/10
6/30/10
4/30/10
5/28/10
3/24/10
3/24/10
3/24/10
Settlement
Date
Total Senior
Security
Proceeds
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
TBA or PMF3
Trade
Date
$183,555
$8,521
$7,632
$6,535
$1,912
$3,172
$3,061
$4,458
$4,966
$3,652
$5,820
$5,123
$5,541
$2,752
$4,561
$5,187 6/21/11
$1,408
$7,373 6/21/11
$3,722
$3,200 6/21/11
$15,801
$19,077 6/21/11
$9,377
$4,635 6/7/11
$4,844 6/7/11
$7,057 6/7/11
$5,741 6/7/11
$4,783 6/7/11
$12,983 6/7/11
$4,348 6/21/11
$4,130
$2,184 6/21/11
Senior Security
Proceeds 4
Settlement Details
$164,331
$208,960
$309,031
$1,603,564
$223,899
$243,669
$300,770
$869,055
$2,250,945
$1,103,935
$1,985,470
$888,622
$10,223,264
$14,182,379
$6,051,772
$36,072,056
$8,985,818
$9,482,247
$13,886,504
$10,550,917
$7,045,774
$25,039,989
$6,555,383
$3,457,746
Continued on next page.
$9,403,247
$247,877
$190,293
$265,856
$101,738
$64,138
$211,111
$57,046
$87,413
$151,132
$234,612
$218,114
$243,271
$247,385
$160,620
$119,758
$71,975
$380,553
$150,075
$131,436
$1,169,603
$833,725
$457,210
$263,213
$339,834
$441,975
$322,089
$1,011,429
$390,597
$351,051
$328,108
$160,012
Disposition Interest Paid to
Amount 5, 6
Treasury
Total
Disposition $151,533,849
Proceeds
$9,531,446
$12,704,841
$5,656,049
$32,656,125
$8,171,159
$8,483,188
$12,570,392
$9,819,270
$6,542,218
$22,350,367
$5,964,013
$3,151,186
Current
Face
Amount 6, 8
Final Disposition
Life-to-date
Principal
Received 1, 8
242
Appendix D I Transaction Detail I july 28, 2011
(Continued)
Date
10/30/09
10/30/09
10/2/09
10/2/09
10/2/09
10/2/09
Note
2,6
1,6
2,6
1,6
2,6
1,6
DE
DE
AllianceBernstein
Legacy Securities
Master Fund, L.P. Wilmington
Wilmington
Wilmington
Blackrock PPIF,
L.P.
Blackrock PPIF,
L.P.
DE
DE
AllianceBernstein
Legacy Securities
Master Fund, L.P. Wilmington
Purchase
Purchase
Purchase
Purchase
$1,111,111,111
$2,222,222,222
$1,111,111,111
Debt
Obligation w/
Contingent
Proceeds
Membership
Interest
$2,222,222,222
Membership
Interest
Debt
Obligation w/
Contingent
Proceeds
$1,111,111,111
Investment Amount
$2,222,222,222
Investment
Description
AG GECC PPIF
Master Fund, L.P.
Wilmington DE
Purchase
City
Transaction
State Type
(Continued)
AG GECC PPIF
Master Fund, L.P.
Wilmington DE
Purchase
Institution
Seller
PPIP Transaction Detail, as of 6/30/2011
Table D.11
Par
Par
Par
Par
Par
Par
Pricing
Mechanism
Source: Treasury, Transactions Report, 7/1/2011, Treasury, Cumulative Dividends, Interest, and Distributions Report 7/11/2011.
3
3/22/10 $1,244,437,500
3/22/10 $2,488,875,000
3/22/10 $1,244,437,500
3/22/10 $2,488,875,000
3/22/10 $1,271,337,500
3/22/10 $2,542,675,000
Date Amount
Adjusted Investment
Date
7/16/10
7/16/10
7/16/10
7/16/10
7/16/10
7/16/10
$694,980,000
$1,389,960,000
$1,150,423,500
$2,300,847,000
$1,243,275,000
$2,486,550,000
Amount
Final Investment Amount7
$30,244,575
Repayment
Amount
$88,087
5/16/11
Repayment
Date
Capital Repayment Details
6/14/11
$2,270,514,339
$2,270,602,425
Debt Obligation
w/ Contingent
Proceeds
Debt Obligation
w/ Contingent
Proceeds
Amount Description
Investment after Capital
Repayment
Date
Description
Proceeds
Distribution or Disposition
$19,033,369
$135,396,152
$109,218,086
Interest/
Distributions
Paid to Treasury
* Subject to adjustment
1
The amortizing principal and interest payments are reported on the monthly Cumulative Dividends, Interest, and Distributions Report available at www.FinancialStability.gov.
2
Investment Amount is stated after applying the appropriate month’s factor and includes accrued interest paid at settlement, if applicable.
3
If a purchase is listed as TBA, or To-Be-Announced, the underlying loans in the SBA Pool have yet to come to market, and the TBA pricing mechanism, purchase face amount, investment amount and senior security proceeds will be adjusted within the variance permitted under the program terms. If a purchase is listed as PMF, or
Prior-Month-Factor, the trade was made prior to the applicable month’s factor being published and the SBA 7a security and senior security are priced according to the prior-month’s factor. The PMF investment amount and senior security proceeds will be adjusted after publication of the applicable month’s factor (on or about the 11th
business day of each month).
4
In order to satisfy the requirements under Section 113 of the Emergency Economic Stabilization Act of 2008, Treasury will acquire a senior indebtedness instrument (a Senior Security) from the seller of each respective SBA 7a Security. Each Senior Security will (i) have an aggregate principal amount equal to the product of (A) 0.05%
and (B) the Investment Amount (excluding accrued interest) paid by Treasury for the respective SBA 7a Security, and (ii) at the option of the respective seller, may be redeemed at par value immediately upon issuance, or remain outstanding with the terms and conditions as set forth in the Master Purchase Agreement.
5
Disposition Amount is stated after applying the appropriate month’s factor and includes accrued interest received at settlement, if applicable. If the disposition is listed as PMF, the disposition amount will be adjusted after publication of the applicable month’s factor.
6
If a disposition is listed as PMF, or Prior-Month-Factor, the trade was made prior to the applicable month’s factor being published and the SBA 7a security is priced according to the prior-month’s factor. The PMF disposition amount will be adjusted after publication of the applicable month’s factor (on or about the 11th business day of
each month).
7
Total Program Proceeds To Date includes life-to-date disposition proceeds, life-to-date principal received, life-to-date interest received, and senior security proceeds (excluding accruals).
8
The sum of Current Face Amount and Life-to-date Principal Received will equal Purchase Face Amount only after the applicable month’s factor has been published and trailing principal & interest payments have been received.
Notes: Numbers affected by rounding. Data as of 6/30/2011. Asterisks and numbered notes were taken verbatim from Treasury’s 7/1/2011 Transactions Report.
UCSB TRANSACTION DETAIL, AS OF 6/30/2011
Transaction detail I Appendix D I july 28, 2011
243
Date
9/30/09
11/25/09
11/25/09
12/18/09
12/18/09
11/4/09
11/4/09
9/30/2009
9/30/2009
10/1/09
10/1/09
Note
2,6
2,6
1,6
2,6
1,6
2,6
1,6
2,4,5
1,4,5
2,6
1,6
City
DE
DE
RLJ Western Asset
Public/Private
Master Fund, L.P. Wilmington
RLJ Western Asset
Public/Private
Master Fund, L.P. Wilmington
DE
DE
Wellington Management Legacy
Securities PPIF
Master Fund, LP Wilmington
Wellington Management Legacy
Securities PPIF
Master Fund, LP Wilmington
DE
DE
Wilmington
Oaktree PPIP
Fund, L.P.
UST/TCW Senior
Mortgage Securi- Wilmington
ties Fund, L.P.
DE
Wilmington
Oaktree PPIP
Fund, L.P.
DE
DE
UST/TCW Senior
Mortgage Securi- Wilmington
ties Fund, L.P.
DE
Marathon Legacy
Securities PublicPrivate Investment
Partnership, L.P. Wilmington
DE
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Transaction
State Type
Marathon Legacy
Securities PublicPrivate Investment
Partnership, L.P. Wilmington
Invesco Legacy
Securities Master Wilmington
Fund, L.P.
Institution
Seller
$1,111,111,111
$2,222,222,222
$2,222,222,222
Investment Amount
(Continued)
Membership
Interest
Debt
Obligation w/
Contingent
Proceeds
Membership
Interest
Debt
Obligation w/
Contingent
Proceeds
$1,111,111,111
$2,222,222,222
$1,111,111,111
$2,222,222,222
$1,111,111,111
$2,222,222,222
Membership
Interest
$1,111,111,111
Debt
Obligation w/
Contingent
Proceeds
Debt
Obligation w/
Contingent
Proceeds
Membership
Interest
$2,222,222,222
Membership
Interest
Debt
Obligation w/
Contingent
Proceeds
Debt
Obligation w/
Contingent
Proceeds
Investment
Description
PPIP Transaction Detail, as of 6/30/2011
Par
Par
Par
Par
Par
Par
Par
Par
Par
Par
Par
Pricing
Mechanism
3
$156,250,000
$200,000,000
3/22/10 $1,262,037,500
3/22/10 $2,524,075,000
1/4/2010
1/4/2010
3/22/10 $1,244,437,500
3/22/10 $2,488,875,000
3/22/10 $1,244,437,500
3/22/10 $2,488,875,000
3/22/10 $1,244,437,500
3/22/10 $2,488,875,000
3/22/10 $2,488,875,000
Date Amount
Adjusted Investment
Date
7/16/10
7/16/10
7/16/10
7/16/10
7/16/10
7/16/10
7/16/10
7/16/10
7/16/10
$1,149,487,000
$2,298,974,000
$156,250,000
$200,000,000
$620,578,258
$1,241,156,516
$1,160,784,100
$2,321,568,200
$474,550,000
$949,100,000
$1,712,000,000
Amount
Final Investment Amount7
$7,066,434
$60,022,674
4/15/10
9/15/10
$132,928,628
$4,888,718
2/18/10
$92,300,138
$128,027,536
$155,409,286
$75,085,485
$18,259,513
1/14/10
2/14/11
3/14/11
4/14/11
5/20/11
6/14/11
1/15/2010
1/12/2010
1/11/2010
$156,250,000
$166,000,000
$34,000,000
—
Membership
Interest
Contingent
—
Proceeds
Debt Obligation
w/ Contingent
$166,000,000 Proceeds
Debt Obligation
w/ Contingent
Proceeds
Debt Obligation
w/ Contingent
$978,966,768 Proceeds
Debt Obligation
w/ Contingent
$997,226,281 Proceeds
Debt Obligation
w/ Contingent
$1,072,311,766 Proceeds
Debt Obligation
w/ Contingent
$1,227,721,052 Proceeds
Debt Obligation
w/ Contingent
$1,355,748,588 Proceeds
Debt Obligation
w/ Contingent
$1,448,048,726 Proceeds
Debt Obligation
w/ Contingent
$1,475,404,316 Proceeds
Debt Obligation
w/ Contingent
$1,507,093,546 Proceeds
Debt Obligation
w/ Contingent
$1,640,022,174 Proceeds
Debt Obligation
w/ Contingent
$1,700,044,848 Proceeds
Debt Obligation
w/ Contingent
$1,707,111,282 Proceeds
Amount Description
Investment after Capital
Repayment
$13,531,530$1,227,624,986
$27,355,590
12/14/10
5/13/11
$31,689,230
11/15/10
Repayment
Amount
Repayment
Date
Capital Repayment Details
Proceeds
$20,091,872
Final
2/24/2010 Distribution
Final
2/24/2010 Distribution
$77,093,529
$342,176
$84,303,606
$2,852,217
$18,256,591
$432,688,423
Interest/
Distributions
Paid to Treasury
Continued on next page.
$48,922
1/29/2010 Distribution
$1,223
1/29/2010 Distribution
N/A
Description
$502,302
Date
Distribution or Disposition
244
Appendix D I Transaction Detail I july 28, 2011
Date
Institution
City
Transaction
State Type
Initial
Investment
Amount
Investment
Description
$30,000,000,000
Investment Amount
(Continued)
Pricing
Mechanism
Date Amount
Adjusted Investment
3
Final
Investment
Amount
Date
$22,406,483,574
Amount
Final Investment Amount7
Repayment
Amount
Total Capital
$1,133,147,423
Repayment
Repayment
Date
Capital Repayment Details
Amount Description
Investment after Capital
Repayment
Date
Total
Proceeds
Description
$20,644,319
Proceeds
Distribution or Disposition
Interest/
Distributions
Paid to Treasury
4/13/2009
Date
Transaction
Type
Purchase
Name of
Institution
Select Portfolio
Servicing,
Salt Lake City, UT
Financial
Instrument for
Home Loan
Modifications
Investment
Description
Servicer Modifying Borrowers’ Loans
$376,000,000
N/A
Pricing
Mechanism
(CONTINUED)
Cap of Incentive
Payments
on Behalf of
Borrowers and to
Servicers
& Lenders/
Investors (Cap) 1
HAMP TRANSACTION DETAIL, AS OF 6/30/2011
table d.12
Note
Cap Adjustment
Amount
$131,340,000
($355,530,000)
$128,690,000
$4,000,000
$59,807,784
($700,000)
9/30/2009
12/30/2009
3/26/2010
7/14/2010
9/30/2010
9/30/2010
11/16/2010
($2,300,000)
$100,000
$3,600,000
($735)
($100,000)
$400,000
($100,000)
($6,805)
2/16/2011
3/16/2011
3/30/2011
4/13/2011
5/13/2011
6/16/2011
6/29/2011
($639)
1/13/2011
1/6/2011
$64,400,000
$121,910,000
6/12/2009
12/15/2010
$284,590,000
Adjustment
Date
$816,099,605
$816,106,410
$816,206,410
$815,806,410
$815,906,410
$815,907,145
$812,307,145
$812,207,145
$814,507,145
$814,507,784
$750,107,784
$750,807,784
$691,000,000
$687,000,000
$558,310,000
$913,840,000
$782,500,000
$660,590,000
Adjusted Cap
Updated due to quarterly assessment and
reallocation
Transfer of cap due to servicing transfer
Transfer of cap due to servicing transfer
Transfer of cap due to servicing transfer
Updated due to quarterly assessment and
reallocation
Transfer of cap due to servicing transfer
Transfer of cap due to servicing transfer
Transfer of cap due to servicing transfer
Updated portfolio data from servicer
Updated portfolio data from servicer
Transfer of cap due to servicing transfer
Updated portfolio data from servicer
Initial FHA-HAMP cap and initial FHA-2LP cap
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer & HAFA
initial cap
Updated portfolio data from servicer & HPDP
initial cap
Updated portfolio data from servicer
Reason for Adjustment
Adjustment Details
Sources: Treasury, Transactions Report, 7/1/2011; Treasury, Cumulative Dividends, Interest, and Distributions Report, 7/11/2011; Treasury, response to SIGTARP data call, 7/8/2011.
$15,063,850
Borrowers
Incentive
$39,175,514
Lenders/
Investors
Incentives
$91,005,453
Total
Non-GSE
Incentive
Payments
Continued on next page.
$36,766,089
Servicers
Incentives
Non-GSE Incentive Payments
Notes: Numbers may not total due to rounding. Data as of 6/30/2011. Numbered notes were taken verbatim from Treasury’s 7/1/2011 Transactions Report.
1
T
he equity amount may be incrementally funded. Investment amount represents Treasury’s maximum obligation if the limited partners other than Treasury fund their maximum equity capital obligations.
2
T
he loan may be incrementally funded. Investment amount represents Treasury’s maximum obligation if Treasury and the limited partners other than Treasury fund 100% of their maximum equity obligations.
3
Adjusted to show Treasury’s maximum obligations to a fund.
4
On 1/4/2010, Treasury and the fund manager entered into a Winding-Up and Liquidation Agreement.
5
P
rofit after capital repayments will be paid pro rata (subject to prior distribution of Contingent Proceeds to Treasury) to the fund’s partners, including Treasury, in respect of their membership interests.
6
F
ollowing termination of the TCW fund, the $3.33 billion of obligations have been reallocated to the remaining eight funds pursuant to consent letters from Treasury dated as of 3/22/2010. $133 million of maximum equity capital obligation and $267 million of maximum debt obligation were reallocated per fund, after adjustment for the
$17.6 million and $26.9 million equity capital reallocations from private investors in the TCW fund to the Wellington fund and the AG GECC fund, respectively. The $356 million of final investment in the TCW fund will remain a part of Treasury’s total maximum S-PPIP investment amount.
7
Amount adjusted to show Treasury’s final capital commitment (membership interest) and the maximum amount of Treasury’s debt obligation that may be drawn down in accordance with the Loan Agreement.
Note
Seller
PPIP Transaction Detail, as of 6/30/2011
Transaction detail I Appendix D I july 28, 2011
245
4/13/2009
Date
Transaction
Type
Purchase
Name of
Institution
CitiMortgage, Inc.,
O’Fallon, MO
Financial
Instrument for
Home Loan
Modifications
Investment
Description
Servicer Modifying Borrowers’ Loans
$2,071,000,000
N/A
Pricing
Mechanism
(CONTINUED)
Cap of Incentive
Payments
on Behalf of
Borrowers and to
Servicers
& Lenders/
Investors (Cap) 1
HAMP TRANSACTION DETAIL, AS OF 6/30/2011
Note
Cap Adjustment
Amount
($105,410,000)
($199,300,000)
($230,000)
($3,000,000)
($12,280,000)
($757,680,000)
($7,110,000)
($6,300,000)
9/30/2009
12/30/2009
3/26/2010
4/19/2010
5/14/2010
6/16/2010
7/14/2010
7/16/2010
8/13/2010
($3,200,000)
10/15/2010
11/16/2010
$100,000
($400,000)
($9,131)
6/16/2011
6/29/2011
($1,031)
3/30/2011
($7,200,000)
($30,500,000)
3/16/2011
5/13/2011
($4,600,000)
2/16/2011
4/13/2011
($10,500,000)
1/13/2011
($981)
($1,400,000)
9/30/2010
1/6/2011
$32,400,000
$101,287,484
9/30/2010
($8,300,000)
$1,010,180,000
6/12/2009
9/15/2010
($991,580,000)
Adjustment
Date
$1,065,966,341
$1,065,975,472
$1,066,375,472
$1,073,575,472
$1,073,475,472
$1,073,476,503
$1,103,976,503
$1,108,576,503
$1,119,076,503
$1,119,077,484
$1,122,277,484
$1,123,677,484
$1,022,390,000
$989,990,000
$998,290,000
$1,004,590,000
$1,011,700,000
$1,769,380,000
$1,781,660,000
$1,784,660,000
$1,784,890,000
$1,984,190,000
$2,089,600,000
$1,079,420,000
Adjusted Cap
Updated due to quarterly assessment and
reallocation
Transfer of cap due to servicing transfer
Transfer of cap due to servicing transfer
Transfer of cap due to servicing transfer
Updated due to quarterly assessment and
reallocation
Transfer of cap due to servicing transfer
Transfer of cap due to servicing transfer
Transfer of cap due to servicing transfer
Updated portfolio data from servicer
Transfer of cap due to servicing transfer
Transfer of cap due to servicing transfer
Updated portfolio data from servicer
Initial FHA-HAMP cap and initial FHA-2LP cap
Transfer of cap to multiple servicers due to
servicing transfer
Transfer of cap to multiple servicers due to
servicing transfer
Transfer of cap to multiple servicers due to
servicing transfer
Updated portfolio data from servicer
Transfer of cap to multiple servicers due to
servicing transfer
Transfer of cap to Specialized Loan Servicing, LLC due to servicing transfer
Transfer of cap to Service One, Inc. due to
servicing transfer
Updated portfolio data from servicer & 2MP
initial cap
Updated portfolio data from servicer & HAFA
initial cap
Updated portfolio data from servicer & HPDP
initial cap
Updated portfolio data from servicer
Reason for Adjustment
Adjustment Details
$15,033,316
Borrowers
Incentive
$46,787,377
Lenders/
Investors
Incentives
$102,892,977
Total
Non-GSE
Incentive
Payments
Continued on next page.
$41,072,284
Servicers
Incentives
Non-GSE Incentive Payments
246
Appendix D I Transaction Detail I july 28, 2011
4/13/2009
Date
Transaction
Type
Purchase
Name of
Institution
Wells Fargo Bank, NA,
Des Moines, IA
Financial
Instrument for
Home Loan
Modifications
Investment
Description
Servicer Modifying Borrowers’ Loans
$2,873,000,000
N/A
Pricing
Mechanism
(CONTINUED)
Cap of Incentive
Payments
on Behalf of
Borrowers and to
Servicers
& Lenders/
Investors (Cap) 1
HAMP TRANSACTION DETAIL, AS OF 6/30/2011
Note
Cap Adjustment
Amount
$668,108,890
$683,130,000
($2,038,220,000)
($287,348,828)
3/19/2010
3/26/2010
7/14/2010
9/30/2010
$344,000,000
$54,767
3/12/2010
12/15/2010
($100,000)
($100,000)
($7,171)
($9,800,000)
$100,000
($600,000)
($63,856)
1/13/2011
3/16/2011
3/30/2011
4/13/2011
5/13/2011
6/16/2011
6/29/2011
($6,312)
12/3/2010
1/6/2011
$8,413,225
$22,200,000
9/30/2010
$2,050,236,344
2/17/2010
9/30/2009
$1,213,310,000
$65,070,000
6/17/2009
12/30/2009
($462,990,000)
Adjustment
Date
$5,128,387,058
$5,128,450,914
$5,129,050,914
$5,128,950,914
$5,138,750,914
$5,138,758,085
$5,138,858,085
$5,138,958,085
$5,138,964,397
$5,116,764,397
$5,108,351,172
$4,764,351,172
$5,051,700,000
$7,089,920,000
$6,406,790,000
$5,738,681,110
$5,738,626,344
$3,688,390,000
$2,475,080,000
$2,410,010,000
Adjusted Cap
Updated due to quarterly assessment and
reallocation
Transfer of cap due to servicing transfer
Transfer of cap due to servicing transfer
Transfer of cap due to servicing transfer
Updated due to quarterly assessment and
reallocation
Transfer of cap due to servicing transfer
Transfer of cap due to servicing transfer
Updated portfolio data from servicer
Updated portfolio data from servicer
Transfer of cap (from Wachovia) due to
merger
Initial FHA-HAMP cap, initial FHA-2LP cap,
and initial RD-HAMP
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Initial 2MP cap
Transfer of cap (from Wachovia) due to
merger
Transfer of cap (from Wachovia) due to
merger
Updated portfolio data from servicer & HAFA
initial cap
Updated portfolio data from servicer & HPDP
initial cap
Updated portfolio data from servicer
Reason for Adjustment
Adjustment Details
$28,374,162
Borrowers
Incentive
$80,352,602
Lenders/
Investors
Incentives
$178,008,588
Total
Non-GSE
Incentive
Payments
Continued on next page.
$69,281,823
Servicers
Incentives
Non-GSE Incentive Payments
Transaction detail I Appendix D I july 28, 2011
247
4/13/2009
Date
Transaction
Type
Purchase
Name of
Institution
GMAC Mortgage, Inc.,
Ft. Washington, PA
Financial
Instrument for
Home Loan
Modifications
Investment
Description
Servicer Modifying Borrowers’ Loans
$633,000,000
N/A
Pricing
Mechanism
(CONTINUED)
Cap of Incentive
Payments
on Behalf of
Borrowers and to
Servicers
& Lenders/
Investors (Cap) 1
HAMP TRANSACTION DETAIL, AS OF 6/30/2011
Note
Cap Adjustment
Amount
($3,700,000)
8/13/2010
$119,200,000
($881,530,000)
7/14/2010
($800,000)
($17,900,000)
($18,457)
5/13/2011
6/29/2011
($2,024)
3/30/2011
4/13/2011
($100,000)
($1,734)
3/16/2011
1/6/2011
($500,000)
9/30/2010
12/15/2010
$216,998,139
9/30/2010
$1,880,000
12/30/2009
5/14/2010
($1,679,520,000)
9/30/2009
$190,180,000
$2,537,240,000
6/12/2009
3/26/2010
$384,650,000
Adjustment
Date
$1,499,075,924
$1,499,094,381
$1,516,994,381
$1,517,794,381
$1,517,796,405
$1,517,896,405
$1,517,898,139
$1,518,398,139
$1,301,400,000
$1,182,200,000
$1,185,900,000
$2,067,430,000
$2,065,550,000
$1,875,370,000
$3,554,890,000
$1,017,650,000
Adjusted Cap
Updated due to quarterly assessment and
reallocation
Transfer of cap due to servicing transfer
Transfer of cap due to servicing transfer
Updated due to quarterly assessment and
reallocation
Transfer of cap due to servicing transfer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Initial FHA-HAMP cap, initial FHA-2LP cap,
and initial 2MP cap
Transfer of cap due to servicing transfer
Updated portfolio data from servicer
Transfer of cap from Wilshire Credit Corporation due to servicing transfer
Updated portfolio data from servicer
Updated portfolio data from servicer & HAFA
initial cap
Updated portfolio data from servicer & HPDP
initial cap
Updated portfolio data from servicer
Reason for Adjustment
Adjustment Details
$10,126,737
Borrowers
Incentive
$39,142,406
Lenders/
Investors
Incentives
$80,220,591
Total
Non-GSE
Incentive
Payments
Continued on next page.
$30,951,449
Servicers
Incentives
Non-GSE Incentive Payments
248
Appendix D I Transaction Detail I july 28, 2011
Purchase
Purchase
Saxon Mortgage
Services, Inc.,
Irving, TX
Chase Home Finance,
LLC,
Iselin, NJ
4/13/2009
4/13/2009
Date
Transaction
Type
Name of
Institution
$407,000,000
$3,552,000,000
Financial
Instrument for
Home Loan
Modifications
N/A
N/A
Pricing
Mechanism
(CONTINUED)
Cap of Incentive
Payments
on Behalf of
Borrowers and to
Servicers
& Lenders/
Investors (Cap) 1
Financial
Instrument for
Home Loan
Modifications
Investment
Description
Servicer Modifying Borrowers’ Loans
HAMP TRANSACTION DETAIL, AS OF 6/30/2011
2
Note
Cap Adjustment
Amount
($22,980,000)
$1,800,000
7/16/2010
9/15/2010
$9,800,000
($513,660,000)
7/14/2010
($654)
$2,100,000
($6,144)
3/30/2011
4/13/2011
6/29/2011
($3,552,000,000)
$700,000
3/16/2011
7/31/2009
$2,300,000
($556)
1/13/2011
1/6/2011
$100,000
$8,900,000
12/15/2010
9/30/2010
10/15/2010
$116,222,668
9/30/2010
($57,720,000)
12/30/2009
($156,050,000)
$355,710,000
9/30/2009
6/16/2010
$254,380,000
6/17/2009
3/26/2010
$225,040,000
Adjustment
Date
$—
$633,635,314
$633,641,458
$631,541,458
$631,542,112
$630,842,112
$628,542,112
$628,542,668
$619,642,668
$619,542,668
$503,320,000
$493,520,000
$491,720,000
$514,700,000
$1,028,360,000
$1,184,410,000
$1,242,130,000
$886,420,000
$632,040,000
Adjusted Cap
Termination of SPA
Updated due to quarterly assessment and
reallocation
Transfer of cap due to servicing transfer
Updated due to quarterly assessment and
reallocation
Transfer of cap due to servicing transfer
Transfer of cap due to servicing transfer
Updated portfolio data from servicer
Updated portfolio data from servicer
Transfer of cap due to servicing transfer
Updated portfolio data from servicer
Initial FHA-HAMP cap and initial FHA-2LP cap
Transfer of cap due to servicing transfer
Transfer of cap due to multiple servicing
transfers
Updated portfolio data from servicer
Transfer of cap to Ocwen Financial Corporation, Inc. due to servicing transfer
Updated portfolio data from servicer
Updated portfolio data from servicer & HAFA
initial cap
Updated portfolio data from servicer & HPDP
initial cap
Updated portfolio data from servicer
Reason for Adjustment
Adjustment Details
$—
$12,249,385
Borrowers
Incentive
$—
$24,114,854
Lenders/
Investors
Incentives
$—
$65,820,689
Total
Non-GSE
Incentive
Payments
Continued on next page.
$—
$29,456,450
Servicers
Incentives
Non-GSE Incentive Payments
Transaction detail I Appendix D I july 28, 2011
249
Bank of America, N.A.,
Simi Valley, CA
4/16/2009
4/17/2009 as
amended on
1/26/2010
Purchase
Purchase
Ocwen Loan Servicing, LP,
West Palm Beach, FL
Date
Transaction
Type
Name of
Institution
$659,000,000
$798,900,000
Financial
Instrument for
Home Loan
Modifications
N/A
N/A
Pricing
Mechanism
(CONTINUED)
Cap of Incentive
Payments
on Behalf of
Borrowers and to
Servicers
& Lenders/
Investors (Cap) 1
Financial
Instrument for
Home Loan
Modifications
Investment
Description
Servicer Modifying Borrowers’ Loans
HAMP TRANSACTION DETAIL, AS OF 6/30/2011
Note
Cap Adjustment
Amount
$277,640,000
$46,860,000
$156,050,000
($191,610,000)
9/30/2009
12/30/2009
3/26/2010
6/16/2010
7/14/2010
$23,710,000
$102,580,000
6/12/2009
$3,742,740
9/30/2010
($1,114)
($10,044)
$5,540,000
$162,680,000
$665,510,000
$800,390,000
($829,370,000)
3/30/2011
6/29/2011
6/12/2009
9/30/2009
12/30/2009
1/26/2010
3/26/2010
($366,750,000)
$900,000
2/16/2011
($2,548)
($23,337)
3/30/2011
6/29/2011
9/30/2010
($2,199)
$222,941,084
9/30/2010
1/6/2011
$95,300,000
7/14/2010
($1,020)
1/6/2011
$170,800,000
9/15/2010
10/15/2010
$100,000
7/16/2010
($105,620,000)
Adjustment
Date
$1,555,113,000
$1,555,136,337
$1,555,138,885
$1,555,141,084
$1,332,200,000
$1,236,900,000
$1,603,650,000
$2,433,020,000
$1,632,630,000
$967,120,000
$804,440,000
$1,144,140,562
$1,144,150,606
$1,144,151,720
$1,143,251,720
$1,143,252,740
$972,452,740
$968,710,000
$968,610,000
$944,900,000
$1,136,510,000
$980,460,000
$933,600,000
$655,960,000
$553,380,000
Adjusted Cap
Updated due to quarterly assessment and
reallocation
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated portfolio data from servicer
Initial FHA-HAMP cap, initial FHA-2LP cap,
and initial RD-HAMP
Updated portfolio data from servicer
Updated portfolio data from servicer
Initial 2MP cap
Updated portfolio data from servicer & HAFA
initial cap
Updated portfolio data from servicer & HPDP
initial cap
Updated portfolio data from servicer
Updated due to quarterly assessment and
reallocation
Updated due to quarterly assessment and
reallocation
Transfer of cap due to servicing transfer
Updated portfolio data from servicer
Transfer of cap due to servicing transfer
Updated portfolio data from servicer
Initial FHA-HAMP cap
Transfer of cap from Saxon Mortgage
Services, Inc. due to servicing transfer
Updated portfolio data from servicer
Transfer of cap from Saxon Mortgage
Services, Inc. due to servicing transfer
Updated portfolio data from servicer
Updated portfolio data from servicer & HAFA
initial cap
Updated portfolio data from servicer & HPDP
initial cap
Updated portfolio data from servicer
Reason for Adjustment
Adjustment Details
$3,107,416
$15,103,345
Borrowers
Incentive
$13,713,245
$42,459,575
Lenders/
Investors
Incentives
$26,901,599
$94,470,365
Total
Non-GSE
Incentive
Payments
Continued on next page.
$10,080,939
$36,907,445
Servicers
Incentives
Non-GSE Incentive Payments
250
Appendix D I Transaction Detail I july 28, 2011
Purchase
Purchase
BAC Home Loans
Financial Servicing, LP
(formerly known as:
Countrywide Home
Loans Servicing LP),
Simi Valley, CA
Home Loan Services,
Inc.,
Pittsburgh, PA
4/17/2009 as
amended on
1/26/2010
4/20/2009
Date
Transaction
Type
Name of
Institution
$1,864,000,000
Cap of Incentive
Payments
on Behalf of
Borrowers and to
Servicers
& Lenders/
Investors (Cap) 1
$319,000,000
Financial
Instrument for
Home Loan
Modifications
N/A
N/A
Pricing
Mechanism
(CONTINUED)
Financial
Instrument for
Home Loan
Modifications
Investment
Description
Servicer Modifying Borrowers’ Loans
HAMP TRANSACTION DETAIL, AS OF 6/30/2011
Note
Cap Adjustment
Amount
$2,290,780,000
$450,100,000
$905,010,000
$10,280,000
$286,510,000
($1,787,300,000)
9/30/2009
12/30/2009
1/26/2010
3/26/2010
4/19/2010
6/16/2010
7/14/2010
$105,500,000
($717,420,000)
6/12/2009
12/15/2010
($9,190)
$200,000
$300,000
($1,000,000)
($82,347)
$128,300,000
$46,730,000
$145,820,000
($17,440,000)
($73,010,000)
$6,700,000
3/30/2011
4/13/2011
5/13/2011
6/16/2011
6/29/2011
6/12/2009
9/30/2009
12/30/2009
3/26/2010
7/14/2010
9/30/2010
($77,126,410)
$100,000
3/16/2011
($1,900,000)
($400,000)
($278)
($400,000)
($2,625)
2/16/2011
3/16/2011
3/30/2011
5/13/2011
6/29/2011
($233)
12/15/2010
1/6/2011
($314,900,000)
9/30/2010
$1,800,000
2/16/2011
($8,012)
$236,000,000
9/30/2010
1/6/2011
($614,527,362)
9/30/2010
$3,318,840,000
Adjustment
Date
$161,370,454
$161,373,079
$161,773,079
$161,773,357
$162,173,357
$164,073,357
$164,073,590
$478,973,590
$556,100,000
$549,400,000
$622,410,000
$639,850,000
$494,030,000
$447,300,000
$6,349,073,089
$6,349,155,436
$6,350,155,436
$6,349,855,436
$6,349,655,436
$6,349,664,626
$6,349,564,626
$6,347,764,626
$6,347,772,638
$6,111,772,638
$6,726,300,000
$6,620,800,000
$8,408,100,000
$8,121,590,000
$8,111,310,000
$7,206,300,000
$6,756,200,000
$4,465,420,000
$5,182,840,000
Adjusted Cap
Updated due to quarterly assessment and
reallocation
Transfer of cap due to servicing transfer
Updated due to quarterly assessment and
reallocation
Transfer of cap due to servicing transfer
Transfer of cap due to servicing transfer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Initial FHA-2LP cap
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer & HAFA
initial cap
Updated portfolio data from servicer & HPDP
initial cap
Updated portfolio data from servicer
Updated due to quarterly assessment and
reallocation
Transfer of cap due to servicing transfer
Transfer of cap due to servicing transfer
Transfer of cap due to servicing transfer
Updated due to quarterly assessment and
reallocation
Transfer of cap due to servicing transfer
Transfer of cap due to servicing transfer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Initial FHA-HAMP cap, initial FHA-2LP cap,
and initial RD-HAMP
Updated portfolio data from servicer
Transfer of cap from Wilshire Credit Corporation due to servicing transfer
Transfer of cap from Wilshire Credit Corporation due to servicing transfer
Updated portfolio data from servicer
Initial 2MP cap
Updated portfolio data from servicer & HAFA
initial cap
Updated portfolio data from servicer & HPDP
initial cap
Updated portfolio data from servicer
Reason for Adjustment
Adjustment Details
$169,858
$27,559,698
Borrowers
Incentive
$2,440,768
$78,530,233
Lenders/
Investors
Incentives
$6,309,233
$174,306,152
Total
Non-GSE
Incentive
Payments
Continued on next page.
$3,698,607
$68,216,221
Servicers
Incentives
Non-GSE Incentive Payments
Transaction detail I Appendix D I july 28, 2011
251
Purchase
Purchase
Wilshire Credit Corporation,
Beaverton, OR
Green Tree Servicing
LLC,
Saint Paul, MN
4/20/2009
4/24/2009
Date
Transaction
Type
Name of
Institution
$366,000,000
$156,000,000
Financial
Instrument for
Home Loan
Modifications
N/A
N/A
Pricing
Mechanism
(CONTINUED)
Cap of Incentive
Payments
on Behalf of
Borrowers and to
Servicers
& Lenders/
Investors (Cap) 1
Financial
Instrument for
Home Loan
Modifications
Investment
Description
Servicer Modifying Borrowers’ Loans
HAMP TRANSACTION DETAIL, AS OF 6/30/2011
Note
Cap Adjustment
Amount
($286,510,000)
($1,880,000)
5/14/2010
$2,200,000
8/13/2010
$34,600,000
$210,000
7/16/2010
9/30/2010
($213)
($250)
$1,200,000
$100,000
($2,302)
1/6/2011
3/30/2011
5/13/2011
6/16/2011
6/29/2011
$400,000
$10,185,090
9/30/2010
10/15/2010
$5,600,000
9/10/2010
$13,080,000
($116,750,000)
12/30/2009
($24,220,000)
$130,780,000
9/30/2009
7/14/2010
($64,990,000)
6/17/2009
3/26/2010
($2,779)
6/29/2011
9/30/2010
($294)
8/13/2010
3/30/2011
($100,000)
$68,565,782
7/16/2010
($247)
($210,000)
7/14/2010
1/6/2011
$19,540,000
6/16/2010
$52,270,000
12/30/2009
($10,280,000)
$119,700,000
9/30/2009
4/19/2010
($249,670,000)
6/12/2009
3/26/2010
$87,130,000
Adjustment
Date
$148,392,325
$148,394,627
$148,294,627
$147,094,627
$147,094,877
$147,095,090
$146,695,090
$136,510,000
$130,910,000
$96,310,000
$94,110,000
$93,900,000
$118,120,000
$105,040,000
$221,790,000
$91,010,000
$164,552,462
$164,555,241
$164,555,535
$164,555,782
$95,990,000
$96,090,000
$96,300,000
$76,760,000
$363,270,000
$365,150,000
$375,430,000
$323,160,000
$203,460,000
$453,130,000
Adjusted Cap
Updated due to quarterly assessment and
reallocation
Transfer of cap due to servicing transfer
Transfer of cap due to servicing transfer
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Transfer of cap due to servicing transfer
Updated portfolio data from servicer
Initial FHA-2LP cap and FHA-HAMP
Initial 2MP cap
Transfer of cap due to servicing transfer
Transfer of cap from Wilshire Credit Corporation due to servicing transfer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer & HAFA
initial cap
Updated portfolio data from servicer & HPDP
initial cap
Updated portfolio data from servicer
Updated due to quarterly assessment and
reallocation
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated portfolio data from servicer
Transfer of cap due to servicing transfer
Transfer of cap to Green Tree Servicing LLC
due to servicing transfer
Updated portfolio data from servicer
Transfer of cap to Countrywide Home Loans
due to servicing transfer
Transfer of cap to GMAC Mortgage, Inc. due
to servicing transfer
Transfer of cap to Countrywide Home Loans
due to servicing transfer
Updated portfolio data from servicer
Updated portfolio data from servicer & HAFA
initial cap
Updated portfolio data from servicer & HPDP
initial cap
Updated portfolio data from servicer
Reason for Adjustment
Adjustment Details
$181,177
$—
Borrowers
Incentive
$547,482
$490,394
Lenders/
Investors
Incentives
$1,544,151
$1,657,394
Total
Non-GSE
Incentive
Payments
Continued on next page.
$815,492
$1,167,000
Servicers
Incentives
Non-GSE Incentive Payments
252
Appendix D I Transaction Detail I july 28, 2011
Purchase
Purchase
Carrington Mortgage
Services, LLC,
Santa Ana, CA
Aurora Loan Services,
LLC,
Littleton, CO
4/27/2009
5/1/2009
Date
Transaction
Type
Name of
Institution
$195,000,000
$798,000,000
Financial
Instrument for
Home Loan
Modifications
N/A
N/A
Pricing
Mechanism
(CONTINUED)
Cap of Incentive
Payments
on Behalf of
Borrowers and to
Servicers
& Lenders/
Investors (Cap) 1
Financial
Instrument for
Home Loan
Modifications
Investment
Description
Servicer Modifying Borrowers’ Loans
HAMP TRANSACTION DETAIL, AS OF 6/30/2011
Note
Cap Adjustment
Amount
$57,980,000
$74,520,000
($75,610,000)
9/30/2009
12/30/2009
3/26/2010
7/14/2010
$1,100,000
$90,990,000
6/17/2009
12/15/2010
($3,592)
($338,450,000)
($11,860,000)
$21,330,000
$9,150,000
($76,870,000)
6/29/2011
6/17/2009
9/30/2009
12/30/2009
3/26/2010
7/14/2010
($342)
($374)
$18,000,000
($3,273)
3/30/2011
5/13/2011
6/29/2011
($8,454,269)
1/6/2011
9/30/2010
$400,000
($384)
3/30/2011
9/1/2010
$2,400,000
1/13/2011
($325)
$300,000
9/30/2010
1/6/2011
$3,763,685
8/13/2010
($63,980,000)
Adjustment
Date
$411,241,742
$411,245,015
$393,245,015
$393,245,389
$393,245,731
$401,700,000
$401,300,000
$478,170,000
$469,020,000
$447,690,000
$459,550,000
$286,459,384
$286,462,976
$286,463,360
$284,063,360
$284,063,685
$283,763,685
$280,000,000
$278,900,000
$354,510,000
$279,990,000
$222,010,000
$131,020,000
Adjusted Cap
Updated due to quarterly assessment and
reallocation
Transfer of cap due to servicing transfer
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated portfolio data from servicer
Initial FHA-HAMP cap
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer & HAFA
initial cap
Updated portfolio data from servicer & HPDP
initial cap
Updated portfolio data from servicer
Updated due to quarterly assessment and
reallocation
Updated due to quarterly assessment and
reallocation
Transfer of cap due to servicing transfer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Transfer of cap due to servicing transfer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer & HAFA
initial cap
Updated portfolio data from servicer & HPDP
initial cap
Updated portfolio data from servicer
Reason for Adjustment
Adjustment Details
$5,362,356
$2,048,283
Borrowers
Incentive
$17,224,086
$7,553,982
Lenders/
Investors
Incentives
$36,517,481
$15,652,617
Total
Non-GSE
Incentive
Payments
Continued on next page.
$13,931,039
$6,050,352
Servicers
Incentives
Non-GSE Incentive Payments
Transaction detail I Appendix D I july 28, 2011
253
Nationstar Mortgage
LLC,
Lewisville, TX
Residential Credit
Solutions,
Fort Worth, TX
5/28/2009
6/12/2009
Date
Name of
Institution
Purchase
Purchase
Transaction
Type
$101,000,000
$19,400,000
Financial
Instrument for
Home Loan
Modifications
N/A
N/A
Pricing
Mechanism
(CONTINUED)
Cap of Incentive
Payments
on Behalf of
Borrowers and to
Servicers
& Lenders/
Investors (Cap) 1
Financial
Instrument for
Home Loan
Modifications
Investment
Description
Servicer Modifying Borrowers’ Loans
HAMP TRANSACTION DETAIL, AS OF 6/30/2011
Note
Cap Adjustment
Amount
$2,900,000
9/30/2010
($428)
$20,077,503
($4,248)
($1,860,000)
$27,920,000
($1,390,000)
($13,870,000)
3/30/2011
5/26/2011
6/29/2011
9/30/2009
12/30/2009
3/26/2010
7/14/2010
$400,000
$29,800,000
3/16/2011
($37)
$100,000
($329)
3/30/2011
4/13/2011
6/29/2011
($34)
9/30/2010
1/6/2011
$586,954
9/30/2010
$900,000
2/16/2011
($363)
$1,700,000
12/15/2010
1/6/2011
$700,000
11/16/2010
$33,801,486
$100,000
8/13/2010
9/30/2010
$67,250,000
12/30/2009
($85,900,000)
$80,250,000
9/30/2009
7/14/2010
$134,560,000
6/12/2009
3/26/2010
$16,140,000
Adjustment
Date
$31,286,554
$31,286,883
$31,186,883
$31,186,920
$31,186,954
$30,600,000
$30,200,000
$44,070,000
$45,460,000
$17,540,000
$403,273,950
$403,278,198
$383,200,695
$383,201,123
$353,401,123
$352,501,123
$352,501,486
$350,801,486
$350,101,486
$316,300,000
$313,400,000
$313,300,000
$399,200,000
$331,950,000
$251,700,000
$117,140,000
Adjusted Cap
Updated due to quarterly assessment and
reallocation
Transfer of cap due to servicing transfer
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated portfolio data from servicer
Initial FHA-HAMP cap, initial FHA-2LP cap,
and initial 2MP cap
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer & HAFA
initial cap
Updated portfolio data from servicer & HPDP
initial cap
Updated due to quarterly assessment and
reallocation
Transfer of cap due to servicing transfer
Updated due to quarterly assessment and
reallocation
Transfer of cap due to servicing transfer
Transfer of cap due to servicing transfer
Updated portfolio data from servicer
Updated portfolio data from servicer
Transfer of cap due to servicing transfer
Updated portfolio data from servicer
Initial FHA-HAMP cap, initial FHA-2LP cap,
initial RD-HAMP, and initial 2MP cap
Transfer of cap due to servicing transfer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer & HAFA
initial cap
Updated portfolio data from servicer & HPDP
initial cap
Updated portfolio data from servicer
Reason for Adjustment
Adjustment Details
$235,115
$3,860,681
Borrowers
Incentive
$732,874
$10,904,087
Lenders/
Investors
Incentives
$1,714,661
$24,983,647
Total
Non-GSE
Incentive
Payments
Continued on next page.
$746,671
$10,218,879
Servicers
Incentives
Non-GSE Incentive Payments
254
Appendix D I Transaction Detail I july 28, 2011
Purchase
Purchase
Purchase
Purchase
CCO Mortgage,
Glen Allen, VA
RG Mortgage Corporation,
San Juan, PR
First Federal Savings
and Loan,
Port Angeles, WA
Wescom Central Credit
Union,
Anaheim, CA
6/17/2009
6/17/2009
6/19/2009
6/19/2009
Date
Transaction
Type
Name of
Institution
$16,520,000
$57,000,000
$770,000
$540,000
Financial
Instrument for
Home Loan
Modifications
Financial
Instrument for
Home Loan
Modifications
Financial
Instrument for
Home Loan
Modifications
N/A
N/A
N/A
N/A
Pricing
Mechanism
(CONTINUED)
Cap of Incentive
Payments
on Behalf of
Borrowers and to
Servicers
& Lenders/
Investors (Cap) 1
Financial
Instrument for
Home Loan
Modifications
Investment
Description
Servicer Modifying Borrowers’ Loans
HAMP TRANSACTION DETAIL, AS OF 6/30/2011
12
Note
Cap Adjustment
Amount
($116,950,000)
12/30/2009
3/26/2010
($23,350,000)
$145,510,000
9/30/2009
($452)
($11,300,000)
($42,210,000)
$65,640,000
($14,470,000)
6/29/2011
9/30/2009
12/30/2009
3/26/2010
4/9/2010
($8,860,000)
($55)
3/30/2011
$11,370,000
$1,500,000
($1,800,000)
7/14/2010
($2)
($2)
($1,800,000)
($1,872,787)
3/30/2011
5/13/2011
6/3/2011
9/30/2010
1/6/2011
$1,551,668
7/30/2010
($14,260,000)
3/26/2010
9/30/2009
$16,490,000
$330,000
5/26/2010
12/30/2009
($14,160,000)
3/26/2010
$2,020,000
($616)
6/29/2011
12/30/2009
($65)
3/30/2011
12/15/2010
($51)
($4,300,000)
9/30/2010
1/6/2011
($4,459,154)
7/14/2010
($46)
9/30/2010
1/6/2011
$7,846,346
7/14/2010
$13,070,000
Adjustment
Date
$678,877
$2,551,664
$4,351,664
$4,351,666
$4,351,668
$2,800,000
$1,300,000
$3,100,000
$17,360,000
$870,000
$—
$14,160,000
$2,790,000
$37,040,114
$37,040,730
$37,040,795
$37,040,846
$41,340,846
$45,800,000
$54,660,000
$69,130,000
$3,490,000
$45,700,000
$42,645,793
$42,646,245
$42,646,300
$42,646,346
$34,800,000
$58,150,000
$175,100,000
$29,590,000
Adjusted Cap
Termination of SPA
Transfer of cap due to servicing transfer
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer & HAFA
initial cap
Updated portfolio data from servicer & HPDP
initial cap
Termination of SPA
Updated portfolio data from servicer
Updated portfolio data from servicer & HAFA
initial cap
Updated due to quarterly assessment and
reallocation
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer & HAFA
initial cap
Updated portfolio data from servicer & HPDP
initial cap
Updated due to quarterly assessment and
reallocation
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer & HAFA
initial cap
Updated portfolio data from servicer & HPDP
initial cap
Reason for Adjustment
Adjustment Details
$93,546
$—
$164,853
$477,187
Borrowers
Incentive
$374,719
$—
$227,582
$1,500,099
Lenders/
Investors
Incentives
$678,877
$—
$793,769
$3,251,790
Total
Non-GSE
Incentive
Payments
Continued on next page.
$210,613
$—
$401,334
$1,274,505
Servicers
Incentives
Non-GSE Incentive Payments
Transaction detail I Appendix D I july 28, 2011
255
Purchase
Purchase
Purchase
Purchase
Citizens First Wholesale
Mortgage Company,
The Villages, FL
Technology Credit Union,
San Jose, CA
National City Bank,
Miamisburg, OH
Wachovia Mortgage,
FSB,
Des Moines, IA
6/26/2009
6/26/2009
6/26/2009
7/1/2009
Date
Transaction
Type
Name of
Institution
$30,000
$70,000
$294,980,000
$634,010,000
Financial
Instrument for
Home Loan
Modifications
Financial
Instrument for
Home Loan
Modifications
Financial
Instrument for
Home Loan
Modifications
N/A
N/A
N/A
N/A
Pricing
Mechanism
(CONTINUED)
Cap of Incentive
Payments
on Behalf of
Borrowers and to
Servicers
& Lenders/
Investors (Cap) 1
Financial
Instrument for
Home Loan
Modifications
Investment
Description
Servicer Modifying Borrowers’ Loans
HAMP TRANSACTION DETAIL, AS OF 6/30/2011
3
Note
Cap Adjustment
Amount
12/30/2009
($580,000)
$590,000
9/30/2009
$71,230,004
9/30/2010
($981)
($2,300,000)
($200,000)
($200,000)
($9,197)
$723,880,000
3/30/2011
4/13/2011
5/13/2011
6/16/2011
6/29/2011
9/30/2009
($2,050,236,344)
($54,767)
2/17/2010
$692,640,000
($100,000)
3/16/2011
12/30/2009
$200,000
2/16/2011
($828)
$80,600,000
9/30/2010
1/6/2011
($18,690,000)
($272,640,000)
$90,280,000
12/30/2009
7/14/2010
$315,170,000
9/30/2009
3/26/2010
($12)
6/29/2011
$60,445
9/30/2010
($1)
($430,000)
7/14/2010
3/30/2011
($720,000)
3/26/2010
($1)
$2,180,000
12/30/2009
1/6/2011
$45,056
($145,056)
2/17/2011
7/14/2010
9/30/2010
$70,000
3/26/2010
($10,000)
Adjustment
Date
3/12/2010
$238,890
$293,656
$2,050,530,000
$1,357,890,000
$558,318,998
$558,328,195
$558,528,195
$558,728,195
$561,028,195
$561,029,176
$561,129,176
$560,929,176
$560,930,004
$489,700,000
$409,100,000
$681,740,000
$700,430,000
$610,150,000
$1,160,431
$1,160,443
$1,160,444
$1,160,445
$1,100,000
$1,530,000
$2,250,000
$—
$145,056
$100,000
$30,000
$610,000
$20,000
Adjusted Cap
Transfer of cap (to Wells Fargo Bank) due
to merger
Transfer of cap (to Wells Fargo Bank) due
to merger
Updated portfolio data from servicer & HAFA
initial cap
Updated portfolio data from servicer & HPDP
initial cap
Updated due to quarterly assessment and
reallocation
Transfer of cap due to servicing transfer
Transfer of cap due to servicing transfer
Transfer of cap due to servicing transfer
Updated due to quarterly assessment and
reallocation
Transfer of cap due to servicing transfer
Transfer of cap due to servicing transfer
Updated portfolio data from servicer
Updated portfolio data from servicer
Initial FHA-HAMP cap, Initial FHA-2LP cap,
and initial 2MP cap
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer & HAFA
initial cap
Updated portfolio data from servicer & HPDP
initial cap
Updated due to quarterly assessment and
reallocation
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer & HAFA
initial cap
Termination of SPA
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer & HAFA
initial cap
Updated portfolio data from servicer & HPDP
initial cap
Reason for Adjustment
Adjustment Details
$—
$449,054
$9,417
$—
Borrowers
Incentive
$76,890
$1,757,563
$42,811
$—
Lenders/
Investors
Incentives
$238,890
$3,530,863
$76,144
$—
Total
Non-GSE
Incentive
Payments
Continued on next page.
$162,000
$1,324,245
$23,917
$—
Servicers
Incentives
Non-GSE Incentive Payments
256
Appendix D I Transaction Detail I july 28, 2011
Purchase
Purchase
Purchase
Bayview Loan Servicing,
LLC,
Coral Gables, FL
Lake National Bank,
Mentor, OH
IBM Southeast Employees’ Federal Credit
Union,
Delray Beach, FL
7/1/2009
7/10/2009
7/10/2009
Date
Transaction
Type
Name of
Institution
$870,000
$100,000
Financial
Instrument for
Home Loan
Modifications
Financial
Instrument for
Home Loan
Modifications
$44,260,000
N/A
N/A
N/A
Pricing
Mechanism
(CONTINUED)
Cap of Incentive
Payments
on Behalf of
Borrowers and to
Servicers
& Lenders/
Investors (Cap) 1
Financial
Instrument for
Home Loan
Modifications
Investment
Description
Servicer Modifying Borrowers’ Loans
HAMP TRANSACTION DETAIL, AS OF 6/30/2011
Note
Cap Adjustment
Amount
$34,540,000
$1,010,000
12/30/2009
3/26/2010
5/7/2010
$150,000
$130,000
$50,000
9/30/2009
12/30/2009
3/26/2010
($30,000)
($771)
6/29/2011
($6)
($10,000)
$250,000
($10,000)
6/29/2011
9/30/2009
12/30/2009
3/26/2010
($400,000)
($1)
3/30/2011
($1)
($1)
($12)
3/30/2011
6/29/2011
9/30/2010
1/6/2011
$170,334
7/14/2010
($1)
9/30/2010
1/6/2011
$35,167
7/14/2010
$400,000
$100,000
4/13/2011
5/13/2011
$870,320
$870,332
$870,333
$870,334
$700,000
$1,100,000
$1,110,000
$860,000
$435,159
$435,165
$435,166
$435,167
$400,000
$430,000
$380,000
$250,000
$98,846,770
$98,847,541
$98,747,541
$98,347,541
$98,347,627
($70)
($86)
1/6/2011
3/30/2011
$98,347,697
($15,252,303)
9/30/2010
$113,600,000
$600,000
$113,000,000
$147,250,000
$146,240,000
$111,700,000
$68,110,000
Adjusted Cap
9/30/2010
($34,250,000)
$43,590,000
9/30/2009
7/14/2010
$23,850,000
Adjustment
Date
Updated due to quarterly assessment and
reallocation
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer & HAFA
initial cap
Updated portfolio data from servicer & HPDP
initial cap
Updated due to quarterly assessment and
reallocation
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer & HAFA
initial cap
Updated portfolio data from servicer & HPDP
initial cap
Updated due to quarterly assessment and
reallocation
Transfer of cap due to servicing transfer
Transfer of cap due to servicing transfer
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated portfolio data from servicer
Initial FHA-2LP cap
Updated portfolio data from servicer
Initial 2MP cap
Updated portfolio data from servicer
Updated portfolio data from servicer & HAFA
initial cap
Updated portfolio data from servicer & HPDP
initial cap
Reason for Adjustment
Adjustment Details
$2,917
$2,000
$1,847,257
Borrowers
Incentive
$9,814
$2,324
$4,844,286
Lenders/
Investors
Incentives
$22,731
$7,324
$11,257,048
Total
Non-GSE
Incentive
Payments
Continued on next page.
$10,000
$3,000
$4,565,505
Servicers
Incentives
Non-GSE Incentive Payments
Transaction detail I Appendix D I july 28, 2011
257
Purchase
Purchase
Purchase
MorEquity, Inc.,
Evansville, IN
PNC Bank, National
Association,
Pittsburgh, PA
Farmers State Bank,
West Salem, OH
7/17/2009
7/17/2009
7/17/2009
Date
Transaction
Type
Name of
Institution
$23,480,000
$54,470,000
$170,000
Financial
Instrument for
Home Loan
Modifications
Financial
Instrument for
Home Loan
Modifications
N/A
N/A
N/A
Pricing
Mechanism
(CONTINUED)
Cap of Incentive
Payments
on Behalf of
Borrowers and to
Servicers
& Lenders/
Investors (Cap) 1
Financial
Instrument for
Home Loan
Modifications
Investment
Description
Servicer Modifying Borrowers’ Loans
HAMP TRANSACTION DETAIL, AS OF 6/30/2011
11
Note
Cap Adjustment
Amount
$18,360,000
($22,580,000)
12/30/2009
3/26/2010
7/14/2010
($20,077,503)
($36,240,000)
$19,280,000
$2,470,000
($17,180,000)
5/26/2011
9/30/2009
12/30/2009
3/26/2010
7/14/2010
$35,500,000
($34)
3/30/2011
($100,000)
($1,382)
($90,000)
$50,000
5/13/2011
6/29/2011
9/30/2009
12/30/2009
$100,000
($147)
3/30/2011
($130,000)
$45,056
($145,056)
3/26/2010
($123)
9/30/2010
1/6/2011
$23,076,191
9/30/2010
($29,400,000)
($37)
3/16/2011
1/6/2011
($8,194,261)
$24,510,000
9/30/2009
9/30/2010
$18,530,000
Adjustment
Date
7/14/2010
9/30/2010
5/20/2011
$—
$145,056
$100,000
$230,000
$130,000
$80,000
$81,274,539
$81,275,921
$81,375,921
$81,376,068
$81,376,191
$58,300,000
$22,800,000
$39,980,000
$37,510,000
$18,230,000
$4,628,165
$24,705,668
$24,705,702
$54,105,702
$54,105,739
$62,300,000
$84,880,000
$66,520,000
$42,010,000
Adjusted Cap
Termination of SPA
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer & HAFA
initial cap
Updated portfolio data from servicer & HPDP
initial cap
Updated due to quarterly assessment and
reallocation
Transfer of cap due to servicing transfer
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated portfolio data from servicer
Initial FHA-2LP cap and initial 2MP cap
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer & HAFA
initial cap
Updated portfolio data from servicer & HPDP
initial cap
Termination of SPA
(remaining cap equals distribution amount)
Updated due to quarterly assessment and
reallocation
Transfer of cap due to servicing transfer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer & HAFA
initial cap
Updated portfolio data from servicer & HPDP
initial cap
Reason for Adjustment
Adjustment Details
$—
$12,833
$345,841
Borrowers
Incentive
$—
$30,516
$2,305,003
Lenders/
Investors
Incentives
$—
$84,349
$4,628,165
Total
Non-GSE
Incentive
Payments
Continued on next page.
$—
$41,000
$1,977,321
Servicers
Incentives
Non-GSE Incentive Payments
258
Appendix D I Transaction Detail I july 28, 2011
Purchase
Purchase
Purchase
ShoreBank,
Chicago, IL
American Home Mortgage Servicing, Inc,
Coppell, TX
Mortgage Center, LLC,
Southfield, MI
7/17/2009
7/22/2009
7/22/2009
Date
Transaction
Type
Name of
Institution
$1,410,000
$1,272,490,000
$4,210,000
Financial
Instrument for
Home Loan
Modifications
Financial
Instrument for
Home Loan
Modifications
N/A
N/A
N/A
Pricing
Mechanism
(CONTINUED)
Cap of Incentive
Payments
on Behalf of
Borrowers and to
Servicers
& Lenders/
Investors (Cap) 1
Financial
Instrument for
Home Loan
Modifications
Investment
Description
Servicer Modifying Borrowers’ Loans
HAMP TRANSACTION DETAIL, AS OF 6/30/2011
Note
Cap Adjustment
Amount
($20,000)
($240,000)
12/30/2009
3/26/2010
7/14/2010
$300,000
$3,100,000
($12,883)
$1,780,000
$2,840,000
$2,800,000
4/13/2011
6/29/2011
9/30/2009
12/30/2009
3/26/2010
($5,730,000)
($1,400)
3/30/2011
($12)
($14)
($129)
3/30/2011
6/29/2011
9/30/2010
1/6/2011
$2,658,280
7/14/2010
($500,000)
2/16/2011
($1,173)
11/16/2010
1/6/2011
($100,000)
10/15/2010
$1,690,508
$250,450,000
12/30/2009
9/30/2010
($53,670,000)
9/30/2009
$124,820,000
($38)
6/29/2011
($289,990,000)
($1,100,000)
4/13/2011
7/14/2010
($4)
3/30/2011
3/26/2010
($3)
1/6/2011
$471,446
$1,260,000
9/30/2009
9/30/2010
$890,000
Adjustment
Date
$8,558,125
$8,558,254
$8,558,268
$8,558,280
$5,900,000
$11,630,000
$8,830,000
$5,990,000
$1,308,575,052
$1,308,587,935
$1,305,487,935
$1,305,489,335
$1,305,989,335
$1,305,990,508
$1,306,090,508
$1,305,790,508
$1,304,100,000
$1,594,090,000
$1,469,270,000
$1,218,820,000
$2,671,401
$2,671,439
$3,771,439
$3,771,443
$3,771,446
$3,300,000
$3,540,000
$3,560,000
$2,300,000
Adjusted Cap
Updated due to quarterly assessment and
reallocation
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer & HAFA
initial cap
Updated portfolio data from servicer & HPDP
initial cap
Updated due to quarterly assessment and
reallocation
Transfer of cap due to servicing transfer
Updated due to quarterly assessment and
reallocation
Transfer of cap due to servicing transfer
Updated portfolio data from servicer
Transfer of cap due to servicing transfer
Transfer of cap due to servicing transfer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer & HAFA
initial cap
Updated portfolio data from servicer & HPDP
initial cap
Updated due to quarterly assessment and
reallocation
Transfer of cap due to servicing transfer
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer & HAFA
initial cap
Updated portfolio data from servicer & HPDP
initial cap
Reason for Adjustment
Adjustment Details
$29,875
$12,023,297
$49,915
Borrowers
Incentive
$68,270
$49,651,169
$153,906
Lenders/
Investors
Incentives
$193,011
$101,096,901
$346,986
Total
Non-GSE
Incentive
Payments
Continued on next page.
$94,867
$39,422,434
$143,165
Servicers
Incentives
Non-GSE Incentive Payments
Transaction detail I Appendix D I july 28, 2011
259
Purchase
Purchase
Purchase
Purchase
Mission Federal Credit
Union,
San Diego, CA
First Bank,
St. Louis, MO
Purdue Employees
Federal Credit Union,
West Lafayette, IN
Wachovia Bank, N.A.,
Charlotte, NC
7/22/2009
7/29/2009
7/29/2009
7/29/2009
Date
Transaction
Type
Name of
Institution
$860,000
$6,460,000
$1,090,000
$85,020,000
Financial
Instrument for
Home Loan
Modifications
Financial
Instrument for
Home Loan
Modifications
Financial
Instrument for
Home Loan
Modifications
N/A
N/A
N/A
N/A
Pricing
Mechanism
(CONTINUED)
Cap of Incentive
Payments
on Behalf of
Borrowers and to
Servicers
& Lenders/
Investors (Cap) 1
Financial
Instrument for
Home Loan
Modifications
Investment
Description
Servicer Modifying Borrowers’ Loans
HAMP TRANSACTION DETAIL, AS OF 6/30/2011
Note
Cap Adjustment
Amount
($2,470,000)
($15)
($60,000)
$1,260,000
$2,070,000
6/29/2011
9/30/2009
12/30/2009
3/26/2010
($3,960,000)
($2)
3/30/2011
($8)
($37,700,000)
$26,160,000
6/29/2011
9/30/2009
12/30/2009
$9,820,000
($1)
3/30/2011
($46,200,000)
($28,686,775)
($8,413,225)
3/26/2010
($1)
9/30/2010
1/6/2011
$180,222
7/14/2010
($2)
9/30/2010
1/6/2011
$2,523,114
7/14/2010
$2,460,000
($1,530,000)
9/30/2009
3/26/2010
($4)
6/29/2011
$680,000
($1)
3/30/2011
12/30/2009
$125,278
3/26/2010
9/30/2010
($6,340,000)
12/30/2009
($180,000)
$6,750,000
9/30/2009
7/14/2010
($490,000)
Adjustment
Date
7/14/2010
9/30/2010
12/3/2010
$—
$8,413,225
$37,100,000
$83,300,000
$73,480,000
$47,320,000
$580,212
$580,220
$580,221
$580,222
$400,000
$4,360,000
$2,290,000
$1,030,000
$8,123,095
$8,123,110
$8,123,112
$8,123,114
$5,600,000
$8,070,000
$5,610,000
$4,930,000
$725,273
$725,277
$725,278
$600,000
$780,000
$7,120,000
$370,000
Adjusted Cap
Termination of SPA
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer & HAFA
initial cap
Updated portfolio data from servicer & HPDP
initial cap
Updated due to quarterly assessment and
reallocation
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer & HAFA
initial cap
Updated portfolio data from servicer & HPDP
initial cap
Updated due to quarterly assessment and
reallocation
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer & HAFA
initial cap
Updated portfolio data from servicer & HPDP
initial cap
Updated due to quarterly assessment and
reallocation
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer & HAFA
initial cap
Updated portfolio data from servicer & HPDP
initial cap
Reason for Adjustment
Adjustment Details
$—
$—
$203,935
$14,500
Borrowers
Incentive
$—
$—
$547,448
$37,433
Lenders/
Investors
Incentives
$—
$—
$1,340,108
$86,933
Total
Non-GSE
Incentive
Payments
Continued on next page.
$—
$—
$588,725
$35,000
Servicers
Incentives
Non-GSE Incentive Payments
260
Appendix D I Transaction Detail I july 28, 2011
Purchase
Purchase
J.P.Morgan Chase
Bank, NA,
Lewisville, TX
EMC Mortgage Corporation,
Lewisville, TX
7/31/2009
7/31/2009
Date
Transaction
Type
Name of
Institution
$2,699,720,000
$707,380,000
Financial
Instrument for
Home Loan
Modifications
N/A
N/A
Pricing
Mechanism
(CONTINUED)
Cap of Incentive
Payments
on Behalf of
Borrowers and to
Servicers
& Lenders/
Investors (Cap) 1
Financial
Instrument for
Home Loan
Modifications
Investment
Description
Servicer Modifying Borrowers’ Loans
HAMP TRANSACTION DETAIL, AS OF 6/30/2011
Note
Cap Adjustment
Amount
$1,006,580,000
($1,934,230,000)
$72,400,000
12/30/2009
3/26/2010
7/14/2010
9/30/2010
($630,000)
$13,100,000
7/16/2010
9/30/2010
($8,006,457)
($392,140,000)
7/14/2010
12/15/2010
($900,000)
($4,000,000)
($925)
($122,900,000)
($8,728)
2/16/2011
3/16/2011
3/30/2011
5/13/2011
6/29/2011
($802)
($4,400,000)
10/15/2010
1/6/2011
($100,000)
9/30/2010
($134,560,000)
3/26/2010
($10,000)
9/30/2009
$502,430,000
($34,606)
6/29/2011
12/30/2009
($200,000)
$122,700,000
5/13/2011
($3,999)
4/13/2011
($100,000)
3/30/2011
($3,636)
3/16/2011
1/6/2011
$215,625,536
$1,178,180,000
9/30/2009
9/30/2010
($14,850,000)
Adjustment
Date
$555,253,088
$555,261,816
$678,161,816
$678,162,741
$682,162,741
$683,062,741
$683,063,543
$687,463,543
$687,563,543
$695,570,000
$682,470,000
$683,100,000
$1,075,240,000
$1,209,800,000
$707,370,000
$3,345,783,295
$3,345,817,901
$3,223,117,901
$3,223,317,901
$3,223,321,900
$3,223,421,900
$3,223,425,536
$3,007,800,000
$2,935,400,000
$4,869,630,000
$3,863,050,000
$2,684,870,000
Adjusted Cap
Updated due to quarterly assessment and
reallocation
Transfer of cap due to servicing transfer
Updated due to quarterly assessment and
reallocation
Transfer of cap due to servicing transfer
Transfer of cap due to servicing transfer
Updated portfolio data from servicer
Updated portfolio data from servicer
Transfer of cap due to servicing transfer
Updated portfolio data from servicer
Initial FHA-HAMP cap and initial FHA-2LP cap
Transfer of cap to Saxon Mortgage
Services, Inc.
Updated portfolio data from servicer
Updated portfolio data from servicer & 2MP
initial cap
Updated portfolio data from servicer & HAFA
initial cap
Updated portfolio data from servicer & HPDP
initial cap
Updated due to quarterly assessment and
reallocation
Transfer of cap due to servicing transfer
Transfer of cap due to servicing transfer
Updated due to quarterly assessment and
reallocation
Transfer of cap due to servicing transfer
Updated portfolio data from servicer
Updated portfolio data from servicer
Initial FHA-HAMP cap, Initial FHA-2LP cap,
and initial RD-HAMP
Updated portfolio data from servicer
Updated portfolio data from servicer & 2MP
initial cap
Updated portfolio data from servicer & HAFA
initial cap
Updated portfolio data from servicer & HPDP
initial cap
Reason for Adjustment
Adjustment Details
$7,569,459
$42,687,366
Borrowers
Incentive
$11,592,937
$68,670,462
Lenders/
Investors
Incentives
$35,441,779
$196,559,770
Total
Non-GSE
Incentive
Payments
Continued on next page.
$16,279,383
$85,201,942
Servicers
Incentives
Non-GSE Incentive Payments
Transaction detail I Appendix D I july 28, 2011
261
Purchase
Purchase
Purchase
Lake City Bank,
Warsaw, IN
Oakland Municipal Credit
Union,
Oakland, CA
HomEq Servicing,
North Highlands, CA
8/5/2009
8/5/2009
8/5/2009
Date
Transaction
Type
Name of
Institution
$420,000
$140,000
$674,000,000
Financial
Instrument for
Home Loan
Modifications
Financial
Instrument for
Home Loan
Modifications
N/A
N/A
N/A
Pricing
Mechanism
(CONTINUED)
Cap of Incentive
Payments
on Behalf of
Borrowers and to
Servicers
& Lenders/
Investors (Cap) 1
Financial
Instrument for
Home Loan
Modifications
Investment
Description
Servicer Modifying Borrowers’ Loans
HAMP TRANSACTION DETAIL, AS OF 6/30/2011
Note
Cap Adjustment
Amount
12/30/2009
$20,000
($350,000)
9/30/2009
($3)
$290,000
$210,000
$170,000
($10,000)
9/30/2010
6/29/2011
9/30/2009
12/30/2009
3/26/2010
7/14/2010
($170,800,000)
($900,000)
($653)
($6,168)
2/16/2011
3/30/2011
6/29/2011
($549)
12/15/2010
1/6/2011
($22,200,000)
10/15/2010
$38,626,728
($36,290,000)
12/30/2009
9/30/2010
($121,190,000)
9/30/2009
$199,320,000
($7)
6/29/2011
($189,040,000)
($200,000)
4/13/2011
7/14/2010
($1)
3/30/2011
3/26/2010
($1)
1/6/2011
($74,722)
$90,111
7/14/2010
9/30/2010
($70,000)
3/26/2010
$180,000
Adjustment
Date
$371,519,358
$371,525,526
$371,526,179
$372,426,179
$372,426,728
$394,626,728
$565,426,728
$526,800,000
$715,840,000
$516,520,000
$552,810,000
$525,269
$525,276
$725,276
$725,277
$725,278
$800,000
$810,000
$640,000
$430,000
$290,108
$290,111
$200,000
$270,000
$250,000
$600,000
Adjusted Cap
Updated due to quarterly assessment and
reallocation
Updated due to quarterly assessment and
reallocation
Transfer of cap due to servicing transfer
Updated portfolio data from servicer
Updated portfolio data from servicer
Transfer of cap due to servicing transfer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer & HAFA
initial cap
Updated portfolio data from servicer & HPDP
initial cap
Updated due to quarterly assessment and
reallocation
Transfer of cap due to servicing transfer
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer & HAFA
initial cap
Updated portfolio data from servicer & HPDP
initial cap
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer & HAFA
initial cap
Updated portfolio data from servicer & HPDP
initial cap
Reason for Adjustment
Adjustment Details
$—
$—
$833
Borrowers
Incentive
$3,036,319
$3,568
$1,078
Lenders/
Investors
Incentives
$8,308,819
$10,068
$7,911
Total
Non-GSE
Incentive
Payments
Continued on next page.
$5,272,500
$6,500
$6,000
Servicers
Incentives
Non-GSE Incentive Payments
262
Appendix D I Transaction Detail I july 28, 2011
8/12/2009
Date
Transaction
Type
Purchase
Name of
Institution
Litton Loan Servicing LP,
Houston, TX
Financial
Instrument for
Home Loan
Modifications
Investment
Description
Servicer Modifying Borrowers’ Loans
$774,900,000
N/A
Pricing
Mechanism
(CONTINUED)
Cap of Incentive
Payments
on Behalf of
Borrowers and to
Servicers
& Lenders/
Investors (Cap) 1
HAMP TRANSACTION DETAIL, AS OF 6/30/2011
Note
Cap Adjustment
Amount
($1,000,000)
($115,017,236)
9/15/2010
9/30/2010
($800,000)
($700,000)
8/13/2010
$8,800,000
($1,470)
($3,300,000)
($300,000)
($700,000)
($13,097)
3/16/2011
3/30/2011
4/13/2011
5/13/2011
6/16/2011
6/29/2011
($1,286)
12/15/2010
1/6/2011
$800,000
10/15/2010
$278,910,000
($474,730,000)
12/30/2009
7/14/2010
$275,370,000
9/30/2009
3/26/2010
$313,050,000
Adjustment
Date
$1,055,266,911
$1,055,280,008
$1,055,980,008
$1,056,280,008
$1,059,580,008
$1,059,581,478
$1,050,781,478
$1,050,782,764
$1,049,982,764
$1,050,782,764
$1,165,800,000
$1,166,800,000
$1,167,500,000
$1,642,230,000
$1,363,320,000
$1,087,950,000
Adjusted Cap
Updated due to quarterly assessment and
reallocation
Transfer of cap due to servicing transfer
Transfer of cap due to servicing transfer
Transfer of cap due to servicing transfer
Updated due to quarterly assessment and
reallocation
Transfer of cap due to servicing transfer
Updated portfolio data from servicer
Updated portfolio data from servicer
Transfer of cap due to servicing transfer
Updated portfolio data from servicer
Transfer of cap to due to servicing transfer
Transfer of cap to due to servicing transfer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer & HAFA
initial cap
Updated portfolio data from servicer & HPDP
initial cap
Reason for Adjustment
Adjustment Details
$7,805,147
Borrowers
Incentive
$23,240,915
Lenders/
Investors
Incentives
$50,586,276
Total
Non-GSE
Incentive
Payments
Continued on next page.
$19,540,214
Servicers
Incentives
Non-GSE Incentive Payments
Transaction detail I Appendix D I july 28, 2011
263
8/12/2009
Date
Transaction
Type
Purchase
Name of
Institution
PennyMac Loan
Services, LLC,
Calasbasa, CA
Financial
Instrument for
Home Loan
Modifications
Investment
Description
Servicer Modifying Borrowers’ Loans
$6,210,000
N/A
Pricing
Mechanism
(CONTINUED)
Cap of Incentive
Payments
on Behalf of
Borrowers and to
Servicers
& Lenders/
Investors (Cap) 1
HAMP TRANSACTION DETAIL, AS OF 6/30/2011
Note
Cap Adjustment
Amount
$23,200,000
$2,710,000
($18,020,000)
$6,680,000
$2,600,000
($100,000)
$200,000
12/30/2009
3/26/2010
6/16/2010
7/14/2010
7/16/2010
8/13/2010
9/15/2010
9/30/2010
($1,423,197)
$30,800,000
9/30/2009
12/15/2010
($100,000)
$600,000
($812)
6/16/2011
6/29/2011
($94)
3/30/2011
$5,800,000
$4,000,000
3/16/2011
5/13/2011
($100,000)
2/16/2011
4/13/2011
$4,100,000
1/13/2011
($72)
($100,000)
11/16/2010
1/6/2011
$1,400,000
9/30/2010
($1,200,000)
Adjustment
Date
$67,255,825
$67,256,637
$66,656,637
$60,856,637
$60,956,637
$60,956,731
$56,956,731
$57,056,731
$52,956,731
$52,956,803
$53,056,803
$51,656,803
$53,080,000
$52,880,000
$52,980,000
$50,380,000
$43,700,000
$61,720,000
$59,010,000
$35,810,000
$5,010,000
Adjusted Cap
Updated due to quarterly assessment and
reallocation
Transfer of cap due to servicing transfer
Transfer of cap due to servicing transfer
Transfer of cap due to servicing transfer
Updated due to quarterly assessment and
reallocation
Transfer of cap due to servicing transfer
Transfer of cap due to servicing transfer
Transfer of cap due to servicing transfer
Updated portfolio data from servicer
Updated portfolio data from servicer
Transfer of cap due to servicing transfer
Updated portfolio data from servicer
Initial FHA-HAMP cap and 2MP initial cap
Transfer of cap to due to servicing transfer
Transfer of cap to due to servicing transfer
Transfer of cap from CitiMortgage, Inc. due
to servicing transfer
Updated portfolio data from servicer
Transfer of cap from CitiMortgage, Inc. due
to servicing transfer
Updated portfolio data from servicer
Updated portfolio data from servicer & HAFA
initial cap
Updated portfolio data from servicer & HPDP
initial cap
Reason for Adjustment
Adjustment Details
$278,094
Borrowers
Incentive
$773,340
Lenders/
Investors
Incentives
$1,917,229
Total
Non-GSE
Incentive
Payments
Continued on next page.
$865,794
Servicers
Incentives
Non-GSE Incentive Payments
264
Appendix D I Transaction Detail I july 28, 2011
Purchase
Purchase
Servis One, Inc.,
Titusville, PA
OneWest Bank,
Pasadena, STATE
8/12/2009
8/28/2009
Date
Transaction
Type
Name of
Institution
$29,730,000
$668,440,000
Financial
Instrument for
Home Loan
Modifications
N/A
N/A
Pricing
Mechanism
(CONTINUED)
Cap of Incentive
Payments
on Behalf of
Borrowers and to
Servicers
& Lenders/
Investors (Cap) 1
Financial
Instrument for
Home Loan
Modifications
Investment
Description
Servicer Modifying Borrowers’ Loans
HAMP TRANSACTION DETAIL, AS OF 6/30/2011
Note
Cap Adjustment
Amount
$100,000
$16,755,064
9/30/2010
9/30/2010
$26,455,024
$1,500,000
$1,000,000
$100,000
($534)
$145,800,000
$1,355,930,000
$121,180,000
($408,850,000)
4/13/2011
5/13/2011
6/16/2011
6/29/2011
10/2/2009
12/30/2009
3/26/2010
7/14/2010
$5,500,000
($52)
3/30/2011
($2,282)
($2,674)
($24,616)
3/30/2011
6/29/2011
9/30/2010
1/6/2011
($51,741,163)
9/30/2010
$100,000
$2,200,000
2/16/2011
3/16/2011
$1,836,229,265
$1,836,253,881
$1,836,256,555
$1,836,258,837
$1,888,000,000
$1,882,500,000
$2,291,350,000
$2,170,170,000
$814,240,000
$31,654,438
$31,654,972
$31,554,972
$30,554,972
$29,054,972
$29,055,024
$26,855,024
$26,755,024
($40)
$300,000
1/13/2011
1/6/2011
$26,455,064
$100,000
12/15/2010
$26,355,064
$26,255,064
$9,500,000
$9,400,000
$100,000
$100,000
9/15/2010
$9,300,000
$10,150,000
$9,300,000
$9,070,000
$4,740,000
$4,220,000
Adjusted Cap
10/15/2010
$850,000
($850,000)
$230,000
4/19/2010
5/19/2010
$4,330,000
3/26/2010
7/14/2010
$520,000
9/30/2009
12/30/2009
($25,510,000)
Adjustment
Date
Updated due to quarterly assessment and
reallocation
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated portfolio data from servicer
2MP initial cap
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer & HAFA
initial cap
HPDP initial cap
Updated due to quarterly assessment and
reallocation
Transfer of cap due to servicing transfer
Transfer of cap due to servicing transfer
Transfer of cap due to servicing transfer
Updated due to quarterly assessment and
reallocation
Transfer of cap due to servicing transfer
Transfer of cap due to servicing transfer
Transfer of cap due to servicing transfer
Updated portfolio data from servicer
Updated portfolio data from servicer
Transfer of cap due to servicing transfer
Updated portfolio data from servicer
Initial FHA-HAMP cap
Transfer of cap to due to servicing transfer
Updated portfolio data from servicer
Initial 2MP cap
Transfer of cap from CitiMortgage, Inc. due
to servicing transfer
Updated portfolio data from servicer
Updated portfolio data from servicer & HAFA
initial cap
Updated portfolio data from servicer & HPDP
initial cap
Reason for Adjustment
Adjustment Details
$9,688,319
$2,000
Borrowers
Incentive
$34,003,983
$5,353
Lenders/
Investors
Incentives
$67,877,144
$15,353
Total
Non-GSE
Incentive
Payments
Continued on next page.
$24,184,841
$8,000
Servicers
Incentives
Non-GSE Incentive Payments
Transaction detail I Appendix D I july 28, 2011
265
Purchase
Purchase
Purchase
Stanford Federal Credit
Union,
Palo Alto, CA
RoundPoint Mortgage
Servicing Corporation,
Charlotte, NC
Horicon Bank,
Horicon, WI
8/28/2009
8/28/2009
9/2/2009
Date
Transaction
Type
Name of
Institution
$300,000
$570,000
$560,000
Financial
Instrument for
Home Loan
Modifications
Financial
Instrument for
Home Loan
Modifications
N/A
N/A
N/A
Pricing
Mechanism
(CONTINUED)
Cap of Incentive
Payments
on Behalf of
Borrowers and to
Servicers
& Lenders/
Investors (Cap) 1
Financial
Instrument for
Home Loan
Modifications
Investment
Description
Servicer Modifying Borrowers’ Loans
HAMP TRANSACTION DETAIL, AS OF 6/30/2011
Note
Cap Adjustment
Amount
$350,000
($290,111)
$130,000
($310,000)
$2,110,000
$8,300,000
9/30/2010
3/23/2010
10/2/2009
12/30/2009
3/26/2010
7/14/2010
($232)
$130,000
$1,040,000
($1,680,000)
6/29/2011
10/2/2009
12/30/2009
3/26/2010
$1,260,000
($25)
3/30/2011
($1,110,000)
$100,000
($9,889)
($3)
5/12/2010
($400,000)
($22)
3/16/2011
1/6/2011
$5,301,172
($1,209,889)
7/14/2010
9/30/2010
($1,900,000)
3/26/2010
$2,680,000
10/2/2009
12/30/2009
$70,000
Adjustment
Date
7/14/2010
9/30/2010
9/30/2010
6/29/2011
$290,108
$290,111
$300,000
$200,000
$1,310,000
$50,000
$1,730,000
$690,000
$15,700,893
$15,701,125
$15,701,150
$16,101,150
$16,101,172
$10,800,000
$2,500,000
$390,000
$700,000
$—
$290,111
$1,500,000
$3,400,000
$3,050,000
$370,000
Adjusted Cap
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Initial RD-HAMP
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer & HAFA
initial cap
HPDP initial cap
Updated due to quarterly assessment and
reallocation
Updated due to quarterly assessment and
reallocation
Transfer of cap due to servicing transfer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer & HAFA
initial cap
HPDP initial cap
Termination of SPA
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer & HAFA
initial cap
HPDP initial cap
Reason for Adjustment
Adjustment Details
$1,515
$20,000
$—
Borrowers
Incentive
$4,553
$89,319
$—
Lenders/
Investors
Incentives
$10,638
$205,319
$—
Total
Non-GSE
Incentive
Payments
Continued on next page.
$4,570
$96,000
$—
Servicers
Incentives
Non-GSE Incentive Payments
266
Appendix D I Transaction Detail I july 28, 2011
Purchase
Purchase
Purchase
Vantium Capital, Inc.dba
Acqura Loan Services,
Plano, TX
Central Florida Educators
Federal Credit Union,
Lake Mary, FL
U.S. Bank National
Association,
Owensboro, KY
Date
9/2/2009 as
amended on
8/27/2010
9/9/2009
9/9/2009
Transaction
Type
Name of
Institution
$6,000,000
$1,250,000
$114,220,000
Financial
Instrument for
Home Loan
Modifications
Financial
Instrument for
Home Loan
Modifications
N/A
N/A
N/A
Pricing
Mechanism
(CONTINUED)
Cap of Incentive
Payments
on Behalf of
Borrowers and to
Servicers
& Lenders/
Investors (Cap) 1
Financial
Instrument for
Home Loan
Modifications
Investment
Description
Servicer Modifying Borrowers’ Loans
HAMP TRANSACTION DETAIL, AS OF 6/30/2011
10
Note
Cap Adjustment
Amount
$117,764
9/30/2010
$11,917,764
($189)
$280,000
($750,000)
$120,000
6/29/2011
10/2/2009
12/30/2009
3/26/2010
($5)
$24,920,000
$49,410,000
$41,830,000
6/29/2011
10/2/2009
12/30/2009
3/26/2010
($160)
($172)
($1,431)
3/30/2011
6/29/2011
$36,574,444
1/6/2011
9/30/2010
($85,780,000)
($1)
3/30/2011
7/14/2010
($1)
$270,334
1/6/2011
9/30/2010
($300,000)
($19)
$300,000
3/30/2011
4/13/2011
$1,800,000
2/16/2011
$11,917,747
$181,172,681
$181,174,112
$181,174,284
$181,174,444
$144,600,000
$230,380,000
$188,550,000
$139,140,000
$870,327
$870,332
$870,333
$870,334
$600,000
$900,000
$780,000
$1,530,000
$14,717,539
$14,717,728
$14,417,728
$14,417,747
$12,617,747
($17)
$700,000
7/14/2010
$9,217,764
$8,417,764
$8,300,000
$3,600,000
$4,330,000
$3,920,000
$7,310,000
Adjusted Cap
$2,700,000
1/13/2011
1/6/2011
12/15/2010
$800,000
$4,700,000
9/15/2010
11/16/2010
$410,000
($730,000)
12/30/2009
7/14/2010
($3,390,000)
10/2/2009
3/26/2010
$1,310,000
Adjustment
Date
Updated due to quarterly assessment and
reallocation
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer & HAFA
initial cap
HPDP initial cap
Updated due to quarterly assessment and
reallocation
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer & HAFA
initial cap
HPDP initial cap
Updated due to quarterly assessment and
reallocation
Transfer of cap due to servicing transfer
Updated due to quarterly assessment and
reallocation
Transfer of cap due to servicing transfer
Transfer of cap due to servicing transfer
Updated portfolio data from servicer
Updated portfolio data from servicer
Transfer of cap due to servicing transfer
Updated portfolio data from servicer
Transfer of cap due to servicing transfer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer & HAFA
initial cap
HPDP initial cap
Reason for Adjustment
Adjustment Details
$2,151,198
$14,186
$47,464
Borrowers
Incentive
$8,402,637
$36,036
$80,061
Lenders/
Investors
Incentives
$17,964,076
$100,042
$179,532
Total
Non-GSE
Incentive
Payments
Continued on next page.
$7,410,241
$49,820
$52,007
Servicers
Incentives
Non-GSE Incentive Payments
Transaction detail I Appendix D I july 28, 2011
267
Purchase
Purchase
Purchase
Purchase
CUC Mortgage Corporation,
Albany, NY
ORNL Federal Credit
Union,
Oak Ridge, TN
Allstate Mortgage Loans
& Investments, Inc.,
Ocala, FL
Metropolitan National
Bank,
Little Rock, AR
9/9/2009
9/11/2009
9/11/2009
9/11/2009
Date
Transaction
Type
Name of
Institution
$4,350,000
$2,070,000
$250,000
$280,000
Financial
Instrument for
Home Loan
Modifications
Financial
Instrument for
Home Loan
Modifications
Financial
Instrument for
Home Loan
Modifications
N/A
N/A
N/A
N/A
Pricing
Mechanism
(CONTINUED)
Cap of Incentive
Payments
on Behalf of
Borrowers and to
Servicers
& Lenders/
Investors (Cap) 1
Financial
Instrument for
Home Loan
Modifications
Investment
Description
Servicer Modifying Borrowers’ Loans
HAMP TRANSACTION DETAIL, AS OF 6/30/2011
Note
Cap Adjustment
Amount
$740,000
12/30/2009
3/26/2010
($52)
$460,000
$2,730,000
$13,280,000
6/29/2011
10/2/2009
12/30/2009
3/26/2010
($115)
$60,000
($80,000)
6/29/2011
10/2/2009
12/30/2009
$280,000
($12)
3/30/2011
($1)
$70,000
$620,000
9/30/2010
6/29/2011
10/2/2009
12/30/2009
($670,000)
1/26/2011
($435,166)
($1)
9/30/2010
1/6/2011
$35,167
7/14/2010
$100,000
$45,056
7/14/2010
3/26/2010
($410,000)
3/26/2010
($10)
$1,817,613
1/6/2011
9/30/2010
($13,540,000)
($6)
3/30/2011
7/14/2010
($5)
($6,673,610)
1/6/2011
9/30/2010
($1,440,000)
$5,700,000
10/2/2009
7/14/2010
$950,000
Adjustment
Date
$—
$435,166
$435,167
$400,000
$1,070,000
$970,000
$350,000
$145,055
$145,056
$100,000
$510,000
$230,000
$310,000
$6,817,476
$6,817,591
$6,817,603
$6,817,613
$5,000,000
$18,540,000
$5,260,000
$2,530,000
$3,626,327
$3,626,379
$3,626,385
$3,626,390
$10,300,000
$11,740,000
$11,000,000
$5,300,000
Adjusted Cap
Termination of SPA
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer & HAFA
initial cap
HPDP initial cap
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer & HAFA
initial cap
HPDP initial cap
Updated due to quarterly assessment and
reallocation
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer & HAFA
initial cap
HPDP initial cap
Updated due to quarterly assessment and
reallocation
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer & HAFA
initial cap
HPDP initial cap
Reason for Adjustment
Adjustment Details
$—
$1,623
$—
$11,881
Borrowers
Incentive
$—
$5,419
$—
$34,772
Lenders/
Investors
Incentives
$—
$11,665
$2,000
$87,502
Total
Non-GSE
Incentive
Payments
Continued on next page.
$—
$4,623
$2,000
$40,849
Servicers
Incentives
Non-GSE Incentive Payments
268
Appendix D I Transaction Detail I july 28, 2011
Purchase
Purchase
Purchase
Franklin Credit Management Corporation,
Jersey City, NJ
Bay Federal Credit Union,
Capitola, CA
AMS Servicing, LLC,
Buffalo, NY
9/11/2009
9/16/2009
9/23/2009
Date
Transaction
Type
Name of
Institution
$27,510,000
$410,000
$4,390,000
Financial
Instrument for
Home Loan
Modifications
Financial
Instrument for
Home Loan
Modifications
N/A
N/A
N/A
Pricing
Mechanism
(CONTINUED)
Cap of Incentive
Payments
on Behalf of
Borrowers and to
Servicers
& Lenders/
Investors (Cap) 1
Financial
Instrument for
Home Loan
Modifications
Investment
Description
Servicer Modifying Borrowers’ Loans
HAMP TRANSACTION DETAIL, AS OF 6/30/2011
Note
Cap Adjustment
Amount
($2,390,000)
7/14/2010
($8)
$960,000
6/29/2011
10/2/2009
9/30/2010
$600,000
($16)
$200,000
$100,000
($153)
3/16/2011
3/30/2011
4/13/2011
5/13/2011
6/29/2011
($12)
$323,114
7/14/2010
1/6/2011
$230,000
$5,310,000
3/26/2010
($3,090,000)
($1)
3/30/2011
12/30/2009
($1)
($1,419,778)
($120,000)
1/6/2011
9/30/2010
7/14/2010
$160,000
$90,000
10/2/2009
3/26/2010
($61)
6/29/2011
$1,460,000
($6)
3/30/2011
12/30/2009
($1,800,000)
($3)
2/16/2011
1/6/2011
$2,973,670
($4,780,000)
3/26/2010
9/30/2010
($19,750,000)
10/2/2009
12/30/2009
$6,010,000
Adjustment
Date
$9,022,933
$9,023,086
$8,923,086
$8,723,086
$8,723,102
$8,123,102
$8,123,114
$7,800,000
$2,490,000
$2,260,000
$5,350,000
$580,212
$580,220
$580,221
$580,222
$2,000,000
$2,120,000
$1,960,000
$500,000
$7,773,600
$7,773,661
$7,773,667
$9,573,667
$9,573,670
$6,600,000
$8,990,000
$13,770,000
$33,520,000
Adjusted Cap
Updated due to quarterly assessment and
reallocation
Transfer of cap due to servicing transfer
Transfer of cap due to servicing transfer
Updated due to quarterly assessment and
reallocation
Transfer of cap due to servicing transfer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer & HAFA
initial cap
HPDP initial cap
Updated due to quarterly assessment and
reallocation
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer & HAFA
initial cap
HPDP initial cap
Updated due to quarterly assessment and
reallocation
Updated due to quarterly assessment and
reallocation
Transfer of cap due to servicing transfer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer & HAFA
initial cap
HPDP initial cap
Reason for Adjustment
Adjustment Details
$—
$—
$116,049
Borrowers
Incentive
$—
$—
$274,107
Lenders/
Investors
Incentives
$—
$—
$808,651
Total
Non-GSE
Incentive
Payments
Continued on next page.
$—
$—
$418,496
Servicers
Incentives
Non-GSE Incentive Payments
Transaction detail I Appendix D I july 28, 2011
269
Purchase
Purchase
Purchase
Purchase
Purchase
Schools Financial Credit
Union,
Sacramento, CA
Glass City Federal Credit
Union,
Maumee, OH
Central Jersey Federal
Credit Union,
Woodbridge, NJ
Yadkin Valley Bank,
Elkin, NC
SEFCU,
Albany, NY
9/23/2009
9/23/2009
9/23/2009
9/23/2009
9/25/2009
Date
Transaction
Type
Name of
Institution
$390,000
$230,000
$30,000
$240,000
$440,000
Financial
Instrument for
Home Loan
Modifications
Financial
Instrument for
Home Loan
Modifications
Financial
Instrument for
Home Loan
Modifications
Financial
Instrument for
Home Loan
Modifications
N/A
N/A
N/A
N/A
N/A
Pricing
Mechanism
(CONTINUED)
Cap of Incentive
Payments
on Behalf of
Borrowers and to
Servicers
& Lenders/
Investors (Cap) 1
Financial
Instrument for
Home Loan
Modifications
Investment
Description
Servicer Modifying Borrowers’ Loans
HAMP TRANSACTION DETAIL, AS OF 6/30/2011
Note
Cap Adjustment
Amount
($980,000)
12/30/2009
3/26/2010
($22)
$60,000
($10,000)
6/29/2011
10/2/2009
12/30/2009
$130,000
($2)
3/30/2011
($3)
$10,000
$120,000
9/30/2010
6/29/2011
10/2/2009
12/30/2009
$10,000
($9,889)
7/14/2010
$45,056
9/30/2010
$1,360,000
3/26/2010
($1,810,000)
$350,000
12/30/2009
$100,000
$20,000
10/2/2009
12/30/2009
($290,000)
($4)
6/29/2011
($70,000)
($54,944)
($1)
3/26/2010
($1)
9/30/2010
1/6/2011
$235,167
7/14/2010
$60,000
10/2/2009
($145,056)
7/14/2010
10/29/2010
($70,000)
3/26/2010
($110,000)
3/26/2010
($2)
$1,150,556
1/6/2011
9/30/2010
($140,000)
$940,000
10/2/2009
7/14/2010
$90,000
Adjustment
Date
7/14/2010
9/30/2010
6/29/2011
$145,055
$145,056
$200,000
$270,000
$560,000
$540,000
$435,162
$435,166
$435,167
$200,000
$2,010,000
$650,000
$300,000
$—
$145,056
$100,000
$170,000
$160,000
$40,000
$290,108
$290,111
$300,000
$410,000
$280,000
$290,000
$1,450,530
$1,450,552
$1,450,554
$1,450,556
$300,000
$440,000
$1,420,000
$480,000
Adjusted Cap
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer & HAFA
initial cap
HPDP initial cap
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer & HAFA
initial cap
HPDP initial cap
Termination of SPA
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer & HAFA
initial cap
HPDP initial cap
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer & HAFA
initial cap
HPDP initial cap
Updated due to quarterly assessment and
reallocation
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer & HAFA
initial cap
HPDP initial cap
Reason for Adjustment
Adjustment Details
$—
$2,000
$—
$2,000
$3,000
Borrowers
Incentive
$—
$2,483
$—
$1,950
$18,112
Lenders/
Investors
Incentives
$—
$18,483
$—
$7,950
$32,612
Total
Non-GSE
Incentive
Payments
Continued on next page.
$—
$14,000
$—
$4,000
$11,500
Servicers
Incentives
Non-GSE Incentive Payments
270
Appendix D I Transaction Detail I july 28, 2011
Purchase
Purchase
Purchase
Purchase
Great Lakes Credit
Union,
North Chicago, IL
Mortgage Clearing
Corporation,
Tulsa, OK
United Bank Mortgage
Corporation,
Grand Rapids, MI
Bank United,
Miami Lakes, FL
10/14/2009
10/14/2009
10/21/2009
10/23/2009
Date
Transaction
Type
Name of
Institution
$570,000
$4,860,000
$410,000
$93,660,000
Financial
Instrument for
Home Loan
Modifications
Financial
Instrument for
Home Loan
Modifications
Financial
Instrument for
Home Loan
Modifications
N/A
N/A
N/A
N/A
Pricing
Mechanism
(CONTINUED)
Cap of Incentive
Payments
on Behalf of
Borrowers and to
Servicers
& Lenders/
Investors (Cap) 1
Financial
Instrument for
Home Loan
Modifications
Investment
Description
Servicer Modifying Borrowers’ Loans
HAMP TRANSACTION DETAIL, AS OF 6/30/2011
Note
($320,000)
7/14/2010
($8)
6/29/2011
$—
$1,751,033
9/30/2010
($9,900,000)
($88)
($773)
3/16/2011
3/30/2011
6/29/2011
($77)
($16,610,000)
7/14/2010
1/6/2011
$4,370,000
$23,880,000
($5)
6/29/2011
3/26/2010
($1)
3/30/2011
1/22/2010
($1)
1/6/2011
$180,222
$400,000
($430,000)
3/26/2010
7/14/2010
9/30/2010
$20,000
$97,150,095
$97,150,868
$97,150,956
$107,050,956
$107,051,033
$105,300,000
$121,910,000
$98,030,000
$580,215
$580,220
$580,221
$580,222
$400,000
$830,000
$430,000
($145,056)
1/22/2010
3/9/2011
$145,056
$45,056
9/30/2010
$100,000
$360,000
($260,000)
($1,600,000)
$1,960,000
$580,212
$580,220
$580,221
$580,222
$400,000
$720,000
$1,600,000
Adjusted Cap
7/14/2010
3/26/2010
($2,900,000)
($1)
3/30/2011
12/30/2009
($1)
1/6/2011
$180,222
($880,000)
3/26/2010
9/30/2010
$1,030,000
Cap Adjustment
Amount
12/30/2009
Adjustment
Date
Updated due to quarterly assessment and
reallocation
Updated due to quarterly assessment and
reallocation
Transfer of cap due to servicing transfer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated HPDP cap & HAFA initial cap
Updated due to quarterly assessment and
reallocation
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated HPDP cap & HAFA initial cap
Termination of SPA
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer & HAFA
initial cap
Updated due to quarterly assessment and
reallocation
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer & HAFA
initial cap
Reason for Adjustment
Adjustment Details
$1,418,809
$12,958
$—
$917
Borrowers
Incentive
$5,424,053
$26,333
$—
$2,008
Lenders/
Investors
Incentives
$11,118,329
$70,871
$—
$5,925
Total
Non-GSE
Incentive
Payments
Continued on next page.
$4,275,468
$31,580
$—
$3,000
Servicers
Incentives
Non-GSE Incentive Payments
Transaction detail I Appendix D I july 28, 2011
271
Purchase
Purchase
Purchase
Purchase
Purchase
IC Federal Credit Union,
Fitchburg, MA
Harleysville National
Bank & Trust Company,
Harleysville, PA
Members Mortgage
Company, Inc,
Woburn, MA
DuPage Credit Union,
Naperville, IL
Los Alamos National
Bank,
Los Alamos, NM
10/23/2009
10/28/2009
10/28/2009
10/30/2009
11/6/2009
Date
Transaction
Type
Name of
Institution
$760,000
$1,070,000
$510,000
$70,000
$700,000
Financial
Instrument for
Home Loan
Modifications
Financial
Instrument for
Home Loan
Modifications
Financial
Instrument for
Home Loan
Modifications
Financial
Instrument for
Home Loan
Modifications
N/A
N/A
N/A
N/A
N/A
Pricing
Mechanism
(CONTINUED)
Cap of Incentive
Payments
on Behalf of
Borrowers and to
Servicers
& Lenders/
Investors (Cap) 1
Financial
Instrument for
Home Loan
Modifications
Investment
Description
Servicer Modifying Borrowers’ Loans
HAMP TRANSACTION DETAIL, AS OF 6/30/2011
Note
Cap Adjustment
Amount
$2,630,000
($770,000)
3/26/2010
5/12/2010
7/14/2010
($40)
6/29/2011
($510,000)
$40,000
$50,000
$1,310,000
1/22/2010
3/26/2010
7/14/2010
($3)
($4)
($35)
1/6/2011
3/30/2011
6/29/2011
$75,834
($1)
6/29/2011
9/30/2010
$45,056
9/30/2010
3/26/2010
$10,000
$10,000
1/22/2010
7/14/2010
$10,000
4/21/2010
($1,070,000)
($4)
3/30/2011
4/21/2010
($4)
1/6/2011
$565,945
($760,000)
1/22/2010
9/30/2010
$40,000
Adjustment
Date
$2,175,792
$2,175,827
$2,175,831
$2,175,834
$2,100,000
$790,000
$740,000
$145,055
$145,056
$100,000
$90,000
$80,000
$—
$—
$2,465,897
$2,465,937
$2,465,941
$2,465,945
$1,900,000
$2,670,000
$40,000
$800,000
Adjusted Cap
Updated due to quarterly assessment and
reallocation
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated HPDP cap & HAFA initial cap
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated HPDP cap & HAFA initial cap
Termination of SPA
Termination of SPA
Updated due to quarterly assessment and
reallocation
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated HPDP cap & HAFA initial cap
Reason for Adjustment
Adjustment Details
$2,277
$1,000
$—
$—
$3,833
Borrowers
Incentive
$3,451
$9,587
$—
$—
$7,861
Lenders/
Investors
Incentives
$16,202
$14,087
$—
$—
$21,694
Total
Non-GSE
Incentive
Payments
Continued on next page.
$10,474
$3,500
$—
$—
$10,000
Servicers
Incentives
Non-GSE Incentive Payments
272
Appendix D I Transaction Detail I july 28, 2011
Purchase
Purchase
Purchase
Quantum Servicing
Corporation,
Tampa, FL
Hillsdale County National
Bank,
Hillsdale, MI
QLending, Inc.,
Coral Gables, FL
11/18/2009
11/18/2009
11/18/2009
Date
Transaction
Type
Name of
Institution
$18,960,000
$1,670,000
$20,000
Financial
Instrument for
Home Loan
Modifications
Financial
Instrument for
Home Loan
Modifications
N/A
N/A
N/A
Pricing
Mechanism
(CONTINUED)
Cap of Incentive
Payments
on Behalf of
Borrowers and to
Servicers
& Lenders/
Investors (Cap) 1
Financial
Instrument for
Home Loan
Modifications
Investment
Description
Servicer Modifying Borrowers’ Loans
HAMP TRANSACTION DETAIL, AS OF 6/30/2011
Note
Cap Adjustment
Amount
($2,890,000)
$9,661,676
3/26/2010
7/14/2010
9/30/2010
($1)
6/29/2011
3/26/2010
$45,056
$—
($10,000)
1/22/2010
9/30/2010
($16)
6/29/2011
$90,000
($2)
3/30/2011
7/14/2010
($1)
1/6/2011
$160,445
($1,080,000)
7/14/2010
9/30/2010
$80,000
$330,000
($559)
6/29/2011
3/26/2010
$800,000
6/16/2011
1/22/2010
$100,000
$100,000
($58)
3/30/2011
4/13/2011
$1,400,000
2/16/2011
5/13/2011
$1,600,000
1/13/2011
($46)
$3,840,000
1/22/2010
1/6/2011
$890,000
Adjustment
Date
$145,055
$145,056
$100,000
$10,000
$20,000
$1,160,426
$1,160,442
$1,160,444
$1,160,445
$1,000,000
$2,080,000
$1,750,000
$34,461,013
$34,461,572
$33,661,572
$33,561,572
$33,461,572
$33,461,630
$32,061,630
$30,461,630
$30,461,676
$20,800,000
$23,690,000
$19,850,000
Adjusted Cap
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated HPDP cap & HAFA initial cap
Updated due to quarterly assessment and
reallocation
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated HPDP cap & HAFA initial cap
Updated due to quarterly assessment and
reallocation
Transfer of cap due to servicing transfer
Transfer of cap due to servicing transfer
Transfer of cap due to servicing transfer
Updated due to quarterly assessment and
reallocation
Transfer of cap due to servicing transfer
Transfer of cap due to servicing transfer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated HPDP cap & HAFA initial cap
Reason for Adjustment
Adjustment Details
$—
$5,143
$—
Borrowers
Incentive
$—
$9,160
$1,046
Lenders/
Investors
Incentives
$—
$35,091
$2,046
Total
Non-GSE
Incentive
Payments
Continued on next page.
$—
$20,788
$1,000
Servicers
Incentives
Non-GSE Incentive Payments
Transaction detail I Appendix D I july 28, 2011
273
Purchase
Purchase
Purchase
Purchase
Purchase
Marix Servicing, LLC,
Phoenix, AZ
Home Financing Center,
Inc,
Coral Gables, FL
First Keystone Bank,
Media, PA
Community Bank & Trust
Company,
Clarks Summit, PA
Idaho Housing and
Finance Association,
Boise, ID
11/25/2009
11/25/2009
11/25/2009
12/4/2009
12/4/2009
Date
Transaction
Type
Name of
Institution
$20,360,000
$230,000
$1,280,000
$380,000
$9,430,000
Financial
Instrument for
Home Loan
Modifications
Financial
Instrument for
Home Loan
Modifications
Financial
Instrument for
Home Loan
Modifications
Financial
Instrument for
Home Loan
Modifications
N/A
N/A
N/A
N/A
N/A
Pricing
Mechanism
(CONTINUED)
Cap of Incentive
Payments
on Behalf of
Borrowers and to
Servicers
& Lenders/
Investors (Cap) 1
Financial
Instrument for
Home Loan
Modifications
Investment
Description
Servicer Modifying Borrowers’ Loans
HAMP TRANSACTION DETAIL, AS OF 6/30/2011
Note
Cap Adjustment
Amount
$1,030,000
($1,160,000)
$800,000
$200,000
3/26/2010
6/16/2010
7/14/2010
8/13/2010
9/30/2010
$7,300,000
$300,000
$900,000
($154)
4/13/2011
5/13/2011
6/16/2011
6/29/2011
$50,556
7/14/2010
9/30/2010
$10,000
$520,000
6/29/2011
1/22/2010
3/26/2010
($810,000)
($21)
6/16/2011
$440,000
$14,480,000
6/29/2011
1/22/2010
3/26/2010
$150,000
($9,889)
($3)
7/14/2010
($24,200,000)
($1)
9/30/2010
5/26/2010
$45,056
7/14/2010
($2)
($100,000)
3/30/2011
($2)
($950,000)
3/26/2010
1/6/2011
$50,000
$1,020,000
1/22/2010
($230,000)
($6)
3/30/2011
4/21/2010
$5,700,000
($1)
3/16/2011
1/6/2011
$1,357,168
($17,880,000)
1/22/2010
9/30/2010
$950,000
Adjustment
Date
9/30/2010
6/29/2011
$290,108
$290,111
$300,000
$150,000
$24,350,000
$9,870,000
$145,055
$145,056
$100,000
$910,000
$390,000
$1,350,531
$1,350,552
$1,450,552
$1,450,554
$1,450,556
$1,400,000
$2,350,000
$1,330,000
$—
$19,857,007
$19,857,161
$18,957,161
$18,657,161
$11,357,161
$11,357,167
$5,657,167
$5,657,168
$4,300,000
$4,100,000
$3,300,000
$4,460,000
$3,430,000
$21,310,000
Adjusted Cap
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated HPDP cap & HAFA initial cap
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated HPDP cap & HAFA initial cap
Updated due to quarterly assessment and
reallocation
Transfer of cap due to servicing transfer
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated HPDP cap & HAFA initial cap
Termination of SPA
Updated due to quarterly assessment and
reallocation
Transfer of cap due to servicing transfer
Transfer of cap due to servicing transfer
Transfer of cap due to servicing transfer
Updated due to quarterly assessment and
reallocation
Transfer of cap due to servicing transfer
Updated portfolio data from servicer
Updated portfolio data from servicer
Initial FHA-HAMP cap and initial RD-HAMP
Transfer of cap due to servicing transfer
Updated portfolio data from servicer
Transfer of cap from CitiMortgage, Inc. due
to servicing transfer
Updated portfolio data from servicer
Updated HPDP cap & HAFA initial cap
Reason for Adjustment
Adjustment Details
$4,844
$—
$2,776
$—
$114,855
Borrowers
Incentive
$3,799
$—
$3,423
$—
$365,820
Lenders/
Investors
Incentives
$16,487
$—
$14,917
$—
$872,846
Total
Non-GSE
Incentive
Payments
Continued on next page.
$7,844
$—
$8,718
$—
$392,171
Servicers
Incentives
Non-GSE Incentive Payments
274
Appendix D I Transaction Detail I july 28, 2011
Purchase
Purchase
Purchase
Purchase
Purchase
Spirit of Alaska Federal
Credit Union,
Fairbanks, AK
American Eagle Federal
Credit Union,
East Hartford, CT
Silver State Schools
Credit Union,
Las Vegas, NV
Fidelity Homestead
Savings Bank,
New Orleans, LA
Bay Gulf Credit Union,
Tampa, FL
12/9/2009
12/9/2009
12/9/2009
12/9/2009
12/9/2009
Date
Transaction
Type
Name of
Institution
$360,000
$1,590,000
$1,880,000
$2,940,000
$230,000
Financial
Instrument for
Home Loan
Modifications
Financial
Instrument for
Home Loan
Modifications
Financial
Instrument for
Home Loan
Modifications
Financial
Instrument for
Home Loan
Modifications
N/A
N/A
N/A
N/A
N/A
Pricing
Mechanism
(CONTINUED)
Cap of Incentive
Payments
on Behalf of
Borrowers and to
Servicers
& Lenders/
Investors (Cap) 1
Financial
Instrument for
Home Loan
Modifications
Investment
Description
Servicer Modifying Borrowers’ Loans
HAMP TRANSACTION DETAIL, AS OF 6/30/2011
Note
Cap Adjustment
Amount
($570,000)
7/14/2010
($16)
$10,000
$440,000
6/29/2011
1/22/2010
3/26/2010
($80,000)
($2)
3/30/2011
($19,778)
($580,222)
7/14/2010
($1)
1/6/2011
($6,384,611)
($1,980,000)
7/14/2010
9/30/2010
$140,000
$6,300,000
($26)
6/29/2011
3/26/2010
($3)
3/30/2011
1/22/2010
($2)
1/6/2011
$275,834
($1,180,000)
7/14/2010
9/30/2010
$90,000
$1,110,000
($13)
6/29/2011
3/26/2010
($1)
3/30/2011
1/22/2010
($1)
1/6/2011
$70,334
($290,000)
3/26/2010
9/30/2010
$70,000
1/22/2010
($2)
($1,305,498)
2/17/2011
1/6/2011
$105,500
7/14/2010
9/30/2010
($120,000)
3/26/2010
$100,000
$850,000
1/22/2010
9/30/2010
$10,000
Adjustment
Date
9/30/2010
10/15/2010
$—
$580,222
$600,000
$680,000
$240,000
$1,015,370
$1,015,386
$1,015,388
$1,015,389
$7,400,000
$9,380,000
$3,080,000
$2,175,803
$2,175,829
$2,175,832
$2,175,834
$1,900,000
$3,080,000
$1,970,000
$870,319
$870,332
$870,333
$870,334
$800,000
$1,370,000
$1,660,000
$—
$1,305,498
$1,305,500
$1,200,000
$1,100,000
$1,220,000
$370,000
Adjusted Cap
Termination of SPA
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated HPDP cap & HAFA initial cap
Updated due to quarterly assessment and
reallocation
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated HPDP cap & HAFA initial cap
Updated due to quarterly assessment and
reallocation
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated HPDP cap & HAFA initial cap
Updated due to quarterly assessment and
reallocation
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated HPDP cap & HAFA initial cap
Termination of SPA
Updated portfolio data from servicer
Updated portfolio data from servicer
Initial FHA-HAMP cap
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated HPDP cap & HAFA initial cap
Reason for Adjustment
Adjustment Details
$—
$—
$11,678
$—
$—
Borrowers
Incentive
$—
$—
$69,292
$—
$—
Lenders/
Investors
Incentives
$—
$—
$119,814
$—
$—
Total
Non-GSE
Incentive
Payments
Continued on next page.
$—
$—
$38,845
$—
$—
Servicers
Incentives
Non-GSE Incentive Payments
Transaction detail I Appendix D I july 28, 2011
275
Purchase
Purchase
Purchase
Purchase
Purchase
The Golden 1 Credit
Union,
Sacramento, CA
Sterling Savings Bank,
Spokane, WA
HomeStar Bank &
Financial Services,
Manteno, IL
Glenview State Bank,
Glenview, IL
Verity Credit Union,
Seattle, WA
12/9/2009
12/9/2009
12/11/2009
12/11/2009
12/11/2009
Date
Transaction
Type
Name of
Institution
$6,160,000
$2,250,000
$310,000
$370,000
$600,000
Financial
Instrument for
Home Loan
Modifications
Financial
Instrument for
Home Loan
Modifications
Financial
Instrument for
Home Loan
Modifications
Financial
Instrument for
Home Loan
Modifications
N/A
N/A
N/A
N/A
N/A
Pricing
Mechanism
(CONTINUED)
Cap of Incentive
Payments
on Behalf of
Borrowers and to
Servicers
& Lenders/
Investors (Cap) 1
Financial
Instrument for
Home Loan
Modifications
Investment
Description
Servicer Modifying Borrowers’ Loans
HAMP TRANSACTION DETAIL, AS OF 6/30/2011
Note
Cap Adjustment
Amount
($2,890,000)
3/26/2010
7/14/2010
($13)
$20,000
6/29/2011
1/22/2010
$1,250,000
($1)
3/30/2011
1/22/2010
3/26/2010
($330,000)
$30,000
$400,000
5/26/2010
2/17/2011
($725,277)
($1)
9/30/2010
1/6/2011
$25,278
7/14/2010
($1,640,000)
3/26/2010
($1)
1/6/2011
$70,334
($350,000)
7/14/2010
9/30/2010
$20,000
$820,000
($11)
6/29/2011
3/26/2010
($1)
3/30/2011
1/22/2010
($1)
1/6/2011
$550,556
($710,000)
7/14/2010
9/30/2010
$100,000
($740,000)
($35)
6/29/2011
3/26/2010
($4)
3/30/2011
1/22/2010
($4)
1/6/2011
$606,612
$40,000
1/22/2010
9/30/2010
$290,000
Adjustment
Date
$—
$725,277
$725,278
$700,000
$1,030,000
$630,000
$—
$1,640,000
$390,000
$870,319
$870,332
$870,333
$870,334
$800,000
$1,150,000
$330,000
$1,450,543
$1,450,554
$1,450,555
$1,450,556
$900,000
$1,610,000
$2,350,000
$4,206,569
$4,206,604
$4,206,608
$4,206,612
$3,600,000
$6,490,000
$6,450,000
Adjusted Cap
Termination of SPA
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated HPDP cap & HAFA initial cap
Termination of SPA
Updated portfolio data from servicer
Updated HPDP cap & HAFA initial cap
Updated due to quarterly assessment and
reallocation
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated HPDP cap & HAFA initial cap
Updated due to quarterly assessment and
reallocation
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated HPDP cap & HAFA initial cap
Updated due to quarterly assessment and
reallocation
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated HPDP cap & HAFA initial cap
Reason for Adjustment
Adjustment Details
$—
$—
$583
$16,000
$36,246
Borrowers
Incentive
$—
$—
$2,578
$41,860
$180,253
Lenders/
Investors
Incentives
$—
$—
$7,078
$112,360
$358,496
Total
Non-GSE
Incentive
Payments
Continued on next page.
$—
$—
$3,917
$54,500
$141,996
Servicers
Incentives
Non-GSE Incentive Payments
276
Appendix D I Transaction Detail I july 28, 2011
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Hartford Savings Bank,
Hartford, WI
The Bryn Mawr Trust Co.,
Bryn Mawr, PA
Citizens 1st National
Bank,
Spring Valley, IL
Golden Plains Credit
Union,
Garden City, KS
First Federal Savings
and Loan Association of
Lakewood,
Lakewood, OH
Sound Community Bank,
Seattle, WA
Horizon Bank, NA,
Michigan City, IN
12/11/2009
12/11/2009
12/16/2009
12/16/2009
12/16/2009
12/16/2009
12/16/2009
Date
Transaction
Type
Name of
Institution
$620,000
$170,000
Financial
Instrument for
Home Loan
Modifications
Financial
Instrument for
Home Loan
Modifications
$3,460,000
$150,000
Financial
Instrument for
Home Loan
Modifications
$440,000
$700,000
Financial
Instrument for
Home Loan
Modifications
$630,000
Financial
Instrument for
Home Loan
Modifications
Financial
Instrument for
Home Loan
Modifications
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Pricing
Mechanism
(CONTINUED)
Cap of Incentive
Payments
on Behalf of
Borrowers and to
Servicers
& Lenders/
Investors (Cap) 1
Financial
Instrument for
Home Loan
Modifications
Investment
Description
Servicer Modifying Borrowers’ Loans
HAMP TRANSACTION DETAIL, AS OF 6/30/2011
9
Note
Cap Adjustment
Amount
($360,000)
3/26/2010
7/14/2010
($18)
($150,000)
6/29/2011
4/21/2010
7/14/2010
($24)
$10,000
$30,000
6/29/2011
1/22/2010
3/26/2010
($10,000)
($3)
3/30/2011
2/17/2011
($3,620,000)
$460,000
$—
7/14/2010
($2)
($2)
($23)
1/6/2011
3/30/2011
6/29/2011
$850,556
$1,740,000
($1,870,000)
3/26/2010
9/30/2010
$30,000
$1,450,529
$1,450,552
$1,450,554
$1,450,556
$600,000
$2,470,000
$730,000
($1,500,000)
1/22/2010
9/8/2010
$1,500,000
($390,000)
7/14/2010
$1,890,000
$1,430,000
1/22/2010
$—
$3,620,000
$—
$290,111
$200,000
$210,000
$180,000
$1,595,583
$1,595,607
$1,595,610
$1,595,612
$1,500,000
$70,000
$650,000
$100,000
$—
$1,160,423
$1,160,441
$1,160,443
$1,160,445
$1,100,000
$1,460,000
$660,000
Adjusted Cap
3/26/2010
$20,000
4/21/2010
$160,000
($290,111)
9/30/2010
1/22/2010
$90,111
7/14/2010
($2)
1/6/2011
$95,612
$1,430,000
3/26/2010
9/30/2010
$30,000
($580,000)
1/22/2010
$100,000
($2)
3/30/2011
6/16/2011
($2)
1/6/2011
$60,445
$800,000
1/22/2010
9/30/2010
$30,000
Adjustment
Date
Updated due to quarterly assessment and
reallocation
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated HPDP cap & HAFA initial cap
Termination of SPA
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated HPDP cap & HAFA initial cap
Termination of SPA
Updated HPDP cap & HAFA initial cap
Termination of SPA
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated HPDP cap & HAFA initial cap
Updated due to quarterly assessment and
reallocation
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated HPDP cap & HAFA initial cap
Transfer of cap due to servicing transfer
Termination of SPA
Updated due to quarterly assessment and
reallocation
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated HPDP cap & HAFA initial cap
Reason for Adjustment
Adjustment Details
$—
$—
$—
$—
$2,750
$—
$—
Borrowers
Incentive
$—
$—
$—
$—
$6,281
$—
$—
Lenders/
Investors
Incentives
$—
$—
$—
$—
$19,948
$—
$—
Total
Non-GSE
Incentive
Payments
Continued on next page.
$—
$—
$—
$—
$10,917
$—
$—
Servicers
Incentives
Non-GSE Incentive Payments
Transaction detail I Appendix D I july 28, 2011
277
Purchase
Purchase
Purchase
Purchase
Purchase
Park View Federal Savings Bank,
Solon, OH
Iberiabank,
Sarasota, FL
Grafton Suburban Credit
Union,
North Garden, MA
Eaton National Bank &
Trust Company,
Eaton, OH
Tempe Schools Credit
Union,
Tempe, AZ
12/16/2009
12/23/2009
12/23/2009
12/23/2009
12/23/2009
Date
Transaction
Type
Name of
Institution
$760,000
$4,230,000
$340,000
$60,000
$110,000
Financial
Instrument for
Home Loan
Modifications
Financial
Instrument for
Home Loan
Modifications
Financial
Instrument for
Home Loan
Modifications
Financial
Instrument for
Home Loan
Modifications
N/A
N/A
N/A
N/A
N/A
Pricing
Mechanism
(CONTINUED)
Cap of Incentive
Payments
on Behalf of
Borrowers and to
Servicers
& Lenders/
Investors (Cap) 1
Financial
Instrument for
Home Loan
Modifications
Investment
Description
Servicer Modifying Borrowers’ Loans
HAMP TRANSACTION DETAIL, AS OF 6/30/2011
12
Note
Cap Adjustment
Amount
($140,000)
3/26/2010
7/14/2010
($11)
($11)
$—
$90,000
6/29/2011
1/22/2010
3/26/2010
$50,000
($1)
3/30/2011
$—
($20,000)
5/20/2011
1/22/2010
3/26/2010
$10,000
($145,056)
9/30/2010
$45,056
($145,056)
7/14/2010
($54,944)
7/14/2010
($1)
1/6/2011
($74,722)
$760,000
9/30/2010
($320,000)
7/14/2010
6/3/2011
3/26/2010
4/13/2011
$20,000
($300,000)
($6,927,254)
3/30/2011
1/22/2010
($13)
1/6/2011
$5,852,780
($1,560,000)
7/14/2010
9/30/2010
$200,000
($1,470,000)
($12)
6/29/2011
3/26/2010
($1)
3/30/2011
1/22/2010
($1)
1/6/2011
$70,334
$140,000
1/22/2010
9/30/2010
$40,000
Adjustment
Date
9/30/2010
12/8/2010
$—
$145,056
$100,000
$90,000
$110,000
$—
$145,056
$200,000
$150,000
$60,000
$725,265
$725,276
$725,277
$725,278
$800,000
$40,000
$360,000
$25,502
$6,952,756
$7,252,756
$7,252,769
$7,252,780
$1,400,000
$2,960,000
$4,430,000
$870,320
$870,332
$870,333
$870,334
$800,000
$940,000
$800,000
Adjusted Cap
Termination of SPA
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated HPDP cap & HAFA initial cap
Termination of SPA
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated HPDP cap & HAFA initial cap
Updated due to quarterly assessment and
reallocation
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated HPDP cap & HAFA initial cap
Termination of SPA
Transfer of cap due to servicing transfer
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated HPDP cap & HAFA initial cap
Updated due to quarterly assessment and
reallocation
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated HPDP cap & HAFA initial cap
Reason for Adjustment
Adjustment Details
$—
$—
$—
$—
$5,000
Borrowers
Incentive
$—
$—
$—
$10,502
$13,808
Lenders/
Investors
Incentives
$—
$—
$—
$25,502
$30,808
Total
Non-GSE
Incentive
Payments
Continued on next page.
$—
$—
$—
$15,000
$12,000
Servicers
Incentives
Non-GSE Incentive Payments
278
Appendix D I Transaction Detail I july 28, 2011
Purchase
Purchase
Purchase
Purchase
Fresno County Federal
Credit Union,
Fresno, CA
Roebling Bank,
Roebling, NJ
First National Bank of
Grant Park,
Grant Park, IL
Specialized Loan Servicing, LLC,
Highlands Ranch, CO
1/13/2010
1/13/2010
1/13/2010
1/13/2010
Date
Transaction
Type
Name of
Institution
$260,000
$240,000
$140,000
$64,150,000
Financial
Instrument for
Home Loan
Modifications
Financial
Instrument for
Home Loan
Modifications
Financial
Instrument for
Home Loan
Modifications
N/A
N/A
N/A
N/A
Pricing
Mechanism
(CONTINUED)
Cap of Incentive
Payments
on Behalf of
Borrowers and to
Servicers
& Lenders/
Investors (Cap) 1
Financial
Instrument for
Home Loan
Modifications
Investment
Description
Servicer Modifying Borrowers’ Loans
HAMP TRANSACTION DETAIL, AS OF 6/30/2011
Note
Cap Adjustment
Amount
$610,000
$50,000
3/26/2010
7/14/2010
$10,000
$150,000
$4,860,000
$3,630,000
$330,000
$700,000
$200,000
6/16/2010
7/14/2010
7/16/2010
8/13/2010
9/15/2010
$24,134,174
$23,934,174
$25,630,000
$25,430,000
$24,730,000
$24,400,000
$20,770,000
$15,910,000
$12,910,000
$—
$290,111
$300,000
$290,000
$—
$870,333
$870,334
$900,000
$850,000
$580,212
$580,220
$580,221
$580,222
$600,000
$740,000
Adjusted Cap
$7,100,000
($36)
$1,000,000
$100,000
$300,000
($332)
3/16/2011
3/30/2011
4/13/2011
5/13/2011
6/16/2011
6/29/2011
$34,133,774
$34,134,106
$33,834,106
$33,734,106
$32,734,106
$32,734,142
$25,634,142
($32)
$1,500,000
$24,134,142
$200,000
1/13/2011
1/6/2011
11/16/2010
($1,695,826)
$3,000,000
5/14/2010
9/30/2010
($290,111)
($51,240,000)
1/26/2011
9/30/2010
3/26/2010
($9,889)
7/14/2010
($870,333)
3/23/2011
($1)
3/26/2010
1/6/2011
($29,666)
($8)
6/29/2011
9/30/2010
($1)
9/30/2010
3/30/2011
($19,778)
7/14/2010
($1)
($140,000)
3/26/2010
1/6/2011
$480,000
Adjustment
Date
Updated due to quarterly assessment and
reallocation
Transfer of cap due to servicing transfer
Transfer of cap due to servicing transfer
Transfer of cap due to servicing transfer
Updated due to quarterly assessment and
reallocation
Transfer of cap due to servicing transfer
Transfer of cap due to servicing transfer
Updated portfolio data from servicer
Transfer of cap due to servicing transfer
Updated portfolio data from servicer
Transfer of cap due to servicing transfer
Transfer of cap due to servicing transfer
Transfer of cap from CitiMortgage, Inc. due
to servicing transfer
Updated portfolio data from servicer
Transfer of cap from CitiMortgage, Inc. due
to servicing transfer
Transfer of cap from CitiMortgage, Inc. due
to servicing transfer
Updated portfolio data from servicer
Termination of SPA
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Termination of SPA
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated due to quarterly assessment and
reallocation
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Reason for Adjustment
Adjustment Details
$311,218
$—
$—
$1,000
Borrowers
Incentive
$788,247
$—
$—
$4,596
Lenders/
Investors
Incentives
$1,860,753
$—
$—
$10,596
Total
Non-GSE
Incentive
Payments
Continued on next page.
$761,288
$—
$—
$5,000
Servicers
Incentives
Non-GSE Incentive Payments
Transaction detail I Appendix D I july 28, 2011
279
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Greater Nevada Mortgage Services,
Carson City, NV
Digital Federal Credit
Union,
Marlborough, MA
iServe Residential Lending, LLC ,
San Diego, CA
United Bank,
Griffin, GA
Urban Trust Bank,
Lake Mary, FL
iServe Servicing, Inc.,
Irving, TX
1/13/2010
1/15/2010
1/29/2010
1/29/2010
3/3/2010
3/5/2010
Date
Transaction
Type
Name of
Institution
$770,000
$3,050,000
$960,000
$540,000
$1,060,000
$28,040,000
Financial
Instrument for
Home Loan
Modifications
Financial
Instrument for
Home Loan
Modifications
Financial
Instrument for
Home Loan
Modifications
Financial
Instrument for
Home Loan
Modifications
Financial
Instrument for
Home Loan
Modifications
N/A
N/A
N/A
N/A
N/A
N/A
Pricing
Mechanism
(CONTINUED)
Cap of Incentive
Payments
on Behalf of
Borrowers and to
Servicers
& Lenders/
Investors (Cap) 1
Financial
Instrument for
Home Loan
Modifications
Investment
Description
Servicer Modifying Borrowers’ Loans
HAMP TRANSACTION DETAIL, AS OF 6/30/2011
Note
Cap Adjustment
Amount
($15,240,000)
$25,278
9/30/2010
($1)
$160,000
3/26/2010
6/29/2011
($3,125,218)
9/30/2010
9/30/2010
($20)
($24)
($221)
1/6/2011
3/30/2011
6/29/2011
$800,000
$100,000
7/14/2010
11/16/2010
$120,000
($12,660,000)
5/26/2010
($5,500,000)
9/24/2010
$4,440,000
($11)
3/30/2011
7/14/2010
($1)
1/6/2011
($7)
11/16/2010
6/29/2011
$100,000
9/30/2010
($1)
($364,833)
9/30/2010
3/30/2011
$200,000
7/14/2010
($1)
$370,000
3/26/2010
1/6/2011
($730,000)
5/14/2010
$12,190,000
($8)
6/29/2011
3/26/2010
($1)
9/30/2010
3/30/2011
$170,334
7/14/2010
($1)
($8,750,000)
3/26/2010
1/6/2011
$8,680,000
Adjustment
Date
$13,274,517
$13,274,738
$13,274,762
$13,274,782
$12,474,782
$15,600,000
$15,500,000
$28,160,000
$—
$5,500,000
$725,265
$725,276
$725,277
$725,278
$700,000
$535,158
$535,165
$535,166
$535,167
$435,167
$800,000
$600,000
$230,000
$—
$15,240,000
$870,324
$870,332
$870,333
$870,334
$700,000
$9,450,000
Adjusted Cap
Updated due to quarterly assessment and
reallocation
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Transfer of cap due to servicing transfer
Updated portfolio data from servicer
Initial FHA-HAMP cap
Updated portfolio data from servicer
Initial 2MP cap
Termination of SPA
Updated portfolio data from servicer
Updated due to quarterly assessment and
reallocation
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated due to quarterly assessment and
reallocation
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Transfer of cap due to servicing transfer
Updated portfolio data from servicer
Initial FHA-HAMP cap and initial 2MP cap
Updated portfolio data from servicer
Updated portfolio data from servicer
Termination of SPA
Updated portfolio data from servicer
Updated due to quarterly assessment and
reallocation
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Reason for Adjustment
Adjustment Details
$—
$—
$—
$—
$—
$14,417
Borrowers
Incentive
$—
$—
$—
$—
$—
$38,315
Lenders/
Investors
Incentives
$—
$—
$—
$—
$—
$90,481
Total
Non-GSE
Incentive
Payments
Continued on next page.
$—
$—
$—
$—
$—
$37,750
Servicers
Incentives
Non-GSE Incentive Payments
280
Appendix D I Transaction Detail I july 28, 2011
Purchase
Purchase
Purchase
Purchase
Purchase
Transfer
Navy Federal Credit
Union,
Vienna, VA
Vist Financial Corp,
Wyomissing, PA
Midwest Bank and
Trust Co.,
Elmwood Park, IL
Wealthbridge Mortgage
Corp,
Beaverton, OR
Aurora Financial Group,
Inc.,
Marlton, NJ
Selene Finance LP.
Houston, TX
3/10/2010
3/10/2010
4/14/2010
4/14/2010
5/21/2010
6/16/2010
Date
Transaction
Type
Name of
Institution
$60,780,000
$300,000
$300,000
$6,550,000
$10,000
$—
Financial
Instrument for
Home Loan
Modifications
Financial
Instrument for
Home Loan
Modifications
Financial
Instrument for
Home Loan
Modifications
Financial
Instrument for
Home Loan
Modifications
Financial
Instrument for
Home Loan
Modifications
Cap of Incentive
Payments
on Behalf of
Borrowers and to
Servicers
& Lenders/
Investors (Cap) 1
N/A
N/A
N/A
N/A
N/A
N/A
Pricing
Mechanism
(CONTINUED)
Financial
Instrument for
Home Loan
Modifications
Investment
Description
Servicer Modifying Borrowers’ Loans
HAMP TRANSACTION DETAIL, AS OF 6/30/2011
9
4, 8
Note
Cap Adjustment
Amount
9/30/2010
($23)
$1,071,505
7/14/2010
$400,000
$25,278
6/29/2011
7/14/2010
9/30/2010
($1)
($238)
3/30/2011
$300,000
($19,778)
6/29/2011
7/14/2010
9/30/2010
($1)
($11)
3/30/2011
($5)
($4,352,173)
9/30/2010
($9)
$30,000
4/13/2011
6/29/2011
5/26/2010
$250,111
($3,000,000)
3/30/2011
$3,300,000
$3,043,831
$1,400,000
6/16/2010
8/13/2010
9/30/2010
10/15/2010
$2,100,000
($24)
$2,900,000
($200,000)
($273)
3/16/2011
($17)
$3,680,000
6/29/2011
1/6/2011
$59,889
9/30/2010
($6)
1/6/2011
($150,000)
$1,600,000
6/29/2011
9/15/2010
($8)
3/30/2011
7/14/2010
($1)
1/6/2011
($1)
1/6/2011
($26)
1/6/2011
($44,880,000)
Adjustment
Date
3/30/2011
4/13/2011
6/16/2011
6/29/2011
$16,223,517
$16,223,790
$16,423,790
$13,523,790
$13,523,814
$11,423,814
$11,423,831
$10,023,831
$6,980,000
$3,680,000
$350,000
$290,111
$40,000
$647,807
$647,816
$3,647,816
$3,647,822
$3,647,827
$8,000,000
$6,400,000
$580,212
$580,220
$580,221
$580,222
$600,000
$725,265
$725,276
$725,277
$725,278
$700,000
$16,971,218
$16,971,456
$16,971,482
$16,971,505
$15,900,000
Adjusted Cap
Updated due to quarterly assessment and
reallocation
Transfer of cap due to servicing transfer
Transfer of cap due to servicing transfer
Updated due to quarterly assessment and
reallocation
Transfer of cap due to servicing transfer
Updated portfolio data from servicer
Transfer of cap due to servicing transfer
Updated portfolio data from servicer
Transfer of cap due to servicing transfer
Transfer of cap from CitiMortgage, Inc. due
to servicing transfer
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated FHA-HAMP cap
Updated due to quarterly assessment and
reallocation
Transfer of cap due to servicing transfer
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated portfolio data from servicer
Transfer of cap due to servicing transfer
Updated portfolio data from servicer
Updated due to quarterly assessment and
reallocation
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated due to quarterly assessment and
reallocation
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated due to quarterly assessment and
reallocation
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated portfolio data from servicer
Reason for Adjustment
Adjustment Details
$6,750
$5,784
$—
$—
$—
$16,833
Borrowers
Incentive
$14,653
-
$—
$—
$—
$118,817
Lenders/
Investors
Incentives
$27,903
$11,651
$—
$—
$—
$263,984
Total
Non-GSE
Incentive
Payments
Continued on next page.
$6,500
$5,867
$—
$—
$—
$128,333
Servicers
Incentives
Non-GSE Incentive Payments
Transaction detail I Appendix D I july 28, 2011
281
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Suburban Mortgage
Company of New Mexico,
Alburquerque, NM
Bramble Savings Bank,
Cinncinati, OH
Pathfinder Bank,
Oswego, NY
First Financial Bank, N.A.,
Terre Haute, ID
RBC Bank (USA),
Raleigh, NC
Fay Servicing, LLC,
Chicago, IL
8/4/2010
8/20/2010
8/25/2010
8/27/2010
9/1/2010
9/3/2010
Date
Transaction
Type
Name of
Institution
$880,000
$700,000
$1,300,000
$4,300,000
$100,000
$3,100,000
Financial
Instrument for
Home Loan
Modifications
Financial
Instrument for
Home Loan
Modifications
Financial
Instrument for
Home Loan
Modifications
Financial
Instrument for
Home Loan
Modifications
Financial
Instrument for
Home Loan
Modifications
N/A
N/A
N/A
N/A
N/A
N/A
Pricing
Mechanism
(CONTINUED)
Cap of Incentive
Payments
on Behalf of
Borrowers and to
Servicers
& Lenders/
Investors (Cap) 1
Financial
Instrument for
Home Loan
Modifications
Investment
Description
Servicer Modifying Borrowers’ Loans
HAMP TRANSACTION DETAIL, AS OF 6/30/2011
4, 8
Note
Cap Adjustment
Amount
($4)
9/30/2010
($3)
9/30/2010
($6)
9/30/2010
($20)
$34,944
9/30/2010
1/6/2011
$40,000
$45,056
6/29/2011
9/30/2010
($15)
$400,000
($143)
3/30/2011
($12)
$5,168,169
6/29/2011
1/6/2011
$50,000
3/30/2011
($192)
3/30/2011
($17)
$7,014,337
6/29/2011
1/6/2011
($58)
3/30/2011
($5)
$2,181,334
6/29/2011
1/6/2011
($28)
3/30/2011
($2)
$1,040,667
6/29/2011
1/6/2011
($40)
3/30/2011
($4)
9/30/2010
1/6/2011
$1,585,945
Adjustment
Date
4/13/2011
6/29/2011
$8,667,999
$8,668,142
$8,268,142
$8,268,157
$8,268,169
$270,000
$220,000
$180,000
$145,056
$11,314,108
$11,314,300
$11,314,320
$11,314,337
$3,481,265
$3,481,323
$3,481,329
$3,481,334
$1,740,634
$1,740,662
$1,740,665
$1,740,667
$2,465,897
$2,465,937
$2,465,941
$2,465,945
Adjusted Cap
Updated due to quarterly assessment and
reallocation
Transfer of cap due to servicing transfer
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated due to quarterly assessment and
reallocation
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated due to quarterly assessment and
reallocation
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated due to quarterly assessment and
reallocation
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated due to quarterly assessment and
reallocation
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated due to quarterly assessment and
reallocation
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated portfolio data from servicer
Reason for Adjustment
Adjustment Details
$—
$3,152
$—
$917
$—
$—
Borrowers
Incentive
$—
$—
$—
$840
$—
$—
Lenders/
Investors
Incentives
$—
$6,304
$—
$3,673
$—
$—
Total
Non-GSE
Incentive
Payments
Continued on next page.
$—
$3,152
$—
$1,917
$—
$—
Servicers
Incentives
Non-GSE Incentive Payments
282
Appendix D I Transaction Detail I july 28, 2011
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Vericrest Financial, Inc.,
Oklahoma City, OK
Midwest Community
Bank,
Freeport, IL
American Finance House
LARIBA,
Pasadena, CA
Centrue Bank,
Ottawa, IL
AgFirst Farm Credit
Bank,
Columbia, SC
Amarillo National Bank,
Amarillo, TX
American Financial
Resources Inc.,
Parsippany, NJ
Banco Popular de Puerto
Rico,
San Juan, PR
Capital International
Financial, Inc.,
Coral Gables, FL
Citizens Community
Bank,
Freeburg, IL
9/15/2010
9/15/2010
9/24/2010
9/24/2010
9/30/2010
9/30/2010
9/30/2010
9/30/2010
9/30/2010
9/24/2010
Date
Transaction
Type
Name of
Institution
$—
$400,000
$100,000
$1,900,000
$100,000
$100,000
$100,000
$1,700,000
$100,000
$800,000
Financial
Instrument for
Home Loan
Modifications
Financial
Instrument for
Home Loan
Modifications
Financial
Instrument for
Home Loan
Modifications
Financial
Instrument for
Home Loan
Modifications
Financial
Instrument for
Home Loan
Modifications
Financial
Instrument for
Home Loan
Modifications
Financial
Instrument for
Home Loan
Modifications
Financial
Instrument for
Home Loan
Modifications
Financial
Instrument for
Home Loan
Modifications
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Pricing
Mechanism
(CONTINUED)
Cap of Incentive
Payments
on Behalf of
Borrowers and to
Servicers
& Lenders/
Investors (Cap) 1
Financial
Instrument for
Home Loan
Modifications
Investment
Description
Servicer Modifying Borrowers’ Loans
HAMP TRANSACTION DETAIL, AS OF 6/30/2011
4, 8
4,
5, 8
4, 8
4, 8
9
Note
Cap Adjustment
Amount
9/30/2010
$3,000,000
($227)
$180,222
3/30/2011
6/29/2011
9/30/2010
($1)
9/30/2010
($145,056)
$45,056
6/29/2011
($4)
9/30/2010
($1)
$45,056
($1)
$45,056
($145,056)
($4)
($1)
3/23/2011
($1,160,443)
($2)
9/30/2010
1/6/2011
$360,445
6/29/2011
$45,056
6/29/2011
9/30/2010
($36)
3/30/2011
($3)
9/30/2010
1/6/2011
$765,945
6/29/2011
9/30/2010
6/29/2011
9/30/2010
3/23/2011
$45,056
3/9/2011
9/30/2010
($2,756,052)
1/6/2011
$856,056
2/2/2011
($8)
3/30/2011
($1)
($24)
3/16/2011
1/6/2011
$10,200,000
2/16/2011
($2)
$450,556
9/15/2010
1/6/2011
$1,000,000
Adjustment
Date
$—
$1,160,443
$1,160,445
$145,055
$145,056
$2,465,902
$2,465,938
$2,465,942
$2,465,945
$145,055
$145,056
$145,055
$145,056
$—
$145,056
$—
$2,756,052
$2,756,056
$—
$145,056
$580,212
$580,220
$580,221
$580,222
$14,650,303
$14,650,530
$14,650,554
$4,450,554
$1,450,554
$1,450,556
$1,000,000
Adjusted Cap
Termination of SPA
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated due to quarterly assessment and
reallocation
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Termination of SPA
Updated portfolio data from servicer
Termination of SPA
Updated portfolio data from servicer
Updated portfolio data from servicer
Termination of SPA
Updated portfolio data from servicer
Updated due to quarterly assessment and
reallocation
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated due to quarterly assessment and
reallocation
Updated due to quarterly assessment and
reallocation
Transfer of cap due to servicing transfer
Transfer of cap due to servicing transfer
Updated portfolio data from servicer
Updated portfolio data from servicer
Transfer of cap due to servicing transfer
Reason for Adjustment
Adjustment Details
$—
$—
$—
$—
$—
$—
$—
$—
$—
$6,469
Borrowers
Incentive
$—
$—
$—
$—
$—
$—
$—
$—
$91
$19,130
Lenders/
Investors
Incentives
$—
$—
$—
$—
$—
$—
$—
$—
$1,091
$46,069
Total
Non-GSE
Incentive
Payments
Continued on next page.
$—
$—
$—
$—
$—
$—
$—
$—
$1,000
$20,469
Servicers
Incentives
Non-GSE Incentive Payments
Transaction detail I Appendix D I july 28, 2011
283
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Community Credit Union
of Florida,
Rockledge, FL
CU Mortgage Services,
Inc.,
New Brighton, MN
First Federal Bank of
Florida,
Lake City, FL
First Mortgage Coporation,
Diamond Bar, CA
First Safety Bank,
Cincinnati, OH
Flagstar Capital Markets
Corporation,
Troy, MI
Franklin Savings,
Cincinnati, OH
Gateway Mortgage
Group, LLC,
Tulsa, OK
GFA Federal Credit
Union,
Gardner, MA
Guaranty Bank,
Saint Paul, MN
James B. Nutter &
Company,
Kansas City, MO
9/30/2010
9/30/2010
9/30/2010
9/30/2010
9/30/2010
9/30/2010
9/30/2010
9/30/2010
9/30/2010
9/30/2010
9/24/2010
Date
Transaction
Type
Name of
Institution
$2,000,000
$100,000
$100,000
$100,000
$400,000
$800,000
$1,700,000
$100,000
$100,000
$100,000
$300,000
Financial
Instrument for
Home Loan
Modifications
Financial
Instrument for
Home Loan
Modifications
Financial
Instrument for
Home Loan
Modifications
Financial
Instrument for
Home Loan
Modifications
Financial
Instrument for
Home Loan
Modifications
Financial
Instrument for
Home Loan
Modifications
Financial
Instrument for
Home Loan
Modifications
Financial
Instrument for
Home Loan
Modifications
Financial
Instrument for
Home Loan
Modifications
Financial
Instrument for
Home Loan
Modifications
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Pricing
Mechanism
(CONTINUED)
Cap of Incentive
Payments
on Behalf of
Borrowers and to
Servicers
& Lenders/
Investors (Cap) 1
Financial
Instrument for
Home Loan
Modifications
Investment
Description
Servicer Modifying Borrowers’ Loans
HAMP TRANSACTION DETAIL, AS OF 6/30/2011
4, 8
4, 8
4, 8
4
7, 8
4, 8
4, 8
4, 8
6
Note
Cap Adjustment
Amount
($5)
($1)
($1)
9/30/2010
($1)
9/30/2010
($2)
9/30/2010
($4)
($1)
$45,056
($145,056)
$45,056
($1)
($1)
($6)
3/30/2011
($1)
9/30/2010
1/6/2011
$135,167
6/29/2011
9/30/2010
3/23/2011
9/30/2010
6/29/2011
$45,056
6/29/2011
9/30/2010
($40)
3/30/2011
($4)
$765,945
6/29/2011
1/6/2011
($18)
3/30/2011
($2)
$360,445
9/30/2010
1/6/2011
($580,221)
3/23/2011
($1)
9/30/2010
1/6/2011
$180,222
6/29/2011
$45,056
6/29/2011
$45,056
6/29/2011
$45,056
6/29/2011
9/30/2010
($48)
3/30/2011
($4)
9/30/2010
1/6/2011
$901,112
Adjustment
Date
6/29/2011
$435,159
$435,165
$435,166
$435,167
$145,055
$145,056
$—
$145,056
$145,055
$145,056
$2,465,897
$2,465,937
$2,465,941
$2,465,945
$1,160,423
$1,160,441
$1,160,443
$1,160,445
$—
$580,221
$580,222
$145,055
$145,056
$145,055
$145,056
$145,055
$145,056
$2,901,055
$2,901,103
$2,901,108
$2,901,112
Adjusted Cap
Updated due to quarterly assessment and
reallocation
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Termination of SPA
Updated portfolio data from servicer
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated due to quarterly assessment and
reallocation
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated due to quarterly assessment and
reallocation
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated portfolio data from servicer
Termination of SPA
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated due to quarterly assessment and
reallocation
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated portfolio data from servicer
Reason for Adjustment
Adjustment Details
$—
$917
$—
$—
$—
$—
$—
$—
$—
$—
$—
Borrowers
Incentive
$—
$—
$—
$—
$—
$—
$—
$—
$—
$—
$—
Lenders/
Investors
Incentives
$—
$1,917
$—
$—
$—
$—
$—
$—
$—
$—
$—
Total
Non-GSE
Incentive
Payments
Continued on next page.
$—
$1,000
$—
$—
$—
$—
$—
$—
$—
$—
$—
Servicers
Incentives
Non-GSE Incentive Payments
284
Appendix D I Transaction Detail I july 28, 2011
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Liberty Bank and
Trust Co,
New Orleans, LA
M&T Bank,
Buffalo, NY
Magna Bank,
Germantown, TN
Mainstreet Credit Union,
Lexena, KS
Marsh Associates, Inc.,
Charlotte, NC
Midland Mortgage
Company,
Oklahoma City, OK
Schmidt Mortgage
Company,
Rocky River, OH
Stockman Bank of
Montana,
Miles City, MT
University First Federal
Credit Union,
Salt Lake City, UT
Weststar Mortgage, Inc.,
Woodbridge, VA
9/30/2010
9/30/2010
9/30/2010
9/30/2010
9/30/2010
9/30/2010
9/30/2010
9/30/2010
9/30/2010
9/30/2010
Date
Transaction
Type
Name of
Institution
$1,000,000
$700,000
$1,400,000
$500,000
$100,000
$43,500,000
$100,000
$100,000
$600,000
$100,000
Financial
Instrument for
Home Loan
Modifications
Financial
Instrument for
Home Loan
Modifications
Financial
Instrument for
Home Loan
Modifications
Financial
Instrument for
Home Loan
Modifications
Financial
Instrument for
Home Loan
Modifications
Financial
Instrument for
Home Loan
Modifications
Financial
Instrument for
Home Loan
Modifications
Financial
Instrument for
Home Loan
Modifications
Financial
Instrument for
Home Loan
Modifications
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Pricing
Mechanism
(CONTINUED)
Cap of Incentive
Payments
on Behalf of
Borrowers and to
Servicers
& Lenders/
Investors (Cap) 1
Financial
Instrument for
Home Loan
Modifications
Investment
Description
Servicer Modifying Borrowers’ Loans
HAMP TRANSACTION DETAIL, AS OF 6/30/2011
4, 8
4, 8
4, 8
4, 5
4, 8
5
4, 8
Note
Cap Adjustment
Amount
($2)
9/30/2010
($1)
9/30/2010
($3)
9/30/2010
($1)
$225,278
6/29/2011
($1)
($139)
($1)
$45,056
($1)
6/29/2011
9/30/2010
2/17/2011
($1)
$45,056
($870,333)
($1)
9/30/2010
1/6/2011
$270,334
6/29/2011
9/30/2010
6/29/2011
$45,056
6/29/2011
9/30/2010
($1,223)
3/30/2011
($125)
9/30/2010
1/6/2011
$49,915,806
6/29/2011
$45,056
3/9/2011
9/30/2010
($725,277)
1/6/2011
($33)
3/30/2011
($3)
$630,778
6/29/2011
1/6/2011
($11)
3/30/2011
($1)
$315,389
6/29/2011
1/6/2011
($23)
3/30/2011
($2)
9/30/2010
1/6/2011
$450,556
Adjustment
Date
$145,055
$145,056
$—
$870,333
$870,334
$145,055
$145,056
$145,055
$145,056
$93,414,319
$93,415,542
$93,415,681
$93,415,806
$145,055
$145,056
$—
$725,277
$725,278
$2,030,739
$2,030,772
$2,030,775
$2,030,778
$1,015,376
$1,015,387
$1,015,388
$1,015,389
$1,450,529
$1,450,552
$1,450,554
$1,450,556
Adjusted Cap
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Termination of SPA
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated due to quarterly assessment and
reallocation
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Termination of SPA
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated due to quarterly assessment and
reallocation
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated due to quarterly assessment and
reallocation
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated due to quarterly assessment and
reallocation
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated portfolio data from servicer
Reason for Adjustment
Adjustment Details
$—
$—
$—
$—
$381,358
$—
$—
$—
$10,736
$—
Borrowers
Incentive
$—
$—
$—
$—
$1,427
$—
$—
$—
$—
$—
Lenders/
Investors
Incentives
$—
$—
$—
$—
$805,423
$—
$—
$—
$21,638
$—
Total
Non-GSE
Incentive
Payments
Continued on next page.
$—
$—
$—
$—
$422,637
$—
$—
$—
$10,902
$—
Servicers
Incentives
Non-GSE Incentive Payments
Transaction detail I Appendix D I july 28, 2011
285
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Statebridge Company,
LLC,
Denver, CO
Scotiabank de Puerto
Rico,
San Juan, PR
AmTrust Bank, A Division
of New York Community
Bank,
Cleveland, OH
SunTrust Mortgage, Inc.,
Richmond, VA
Urban Partnership Bank,
Chicago, IL
Western Federal Credit
Union,
Hawthorne, CA
FCI Lender Services,
Inc.,
Anaheim Hills, CA
12/15/2010
12/15/2010
4/13/2011
4/13/2011
4/13/2011
4/13/2011
5/13/2011
$—
$—
$—
Financial
Instrument for
Home Loan
Modifications
Financial
Instrument for
Home Loan
Modifications
Financial
Instrument for
Home Loan
Modifications
Total Cap
$23,831,570,000
$—
Financial
Instrument for
Home Loan
Modifications
Total Initial
Cap
$—
$—
Financial
Instrument for
Home Loan
Modifications
Financial
Instrument for
Home Loan
Modifications
$—
Financial
Instrument for
Home Loan
Modifications
Investment
Description
N/A
N/A
N/A
N/A
N/A
N/A
N/A
9
9
9
9
9
9
9
Note
($9)
($85)
3/30/2011
6/29/2011
($4)
4/13/2011
$300,000
$17,687
$200,000
$233,268
$1,000,000
$100,000
5/13/2011
6/29/2011
$29,887,796,119
$6,056,226,119
($9)
6/16/2011
$500,000
6/29/2011
4/13/2011
6/29/2011
4/13/2011
$100,000
6/29/2011
4/13/2011
($9)
6/16/2011
$100,000
$200,000
6/29/2011
5/13/2011
($5)
1/6/2011
$4,300,000
$100,000
3/16/2011
12/15/2010
$500,000
($7)
$5,000,000
Cap Adjustment
Amount
2/16/2011
1/6/2011
12/15/2010
Adjustment
Date
Total Cap Adjustments
Pricing
Mechanism
(CONTINUED)
Cap of Incentive
Payments
on Behalf of
Borrowers and to
Servicers
& Lenders/
Investors (Cap) 1
$599,991
$600,000
$500,000
$217,687
$200,000
$1,233,268
$1,000,000
$100,000
$599,991
$600,000
$300,000
$200,000
$4,299,991
$4,299,996
$4,300,000
$5,599,899
$5,599,984
$5,599,993
$5,499,993
$4,999,993
$5,000,000
Adjusted Cap
Totals
Updated due to quarterly assessment and
reallocation
Transfer of cap due to servicing transfer
Transfer of cap due to servicing transfer
Updated due to quarterly assessment and
reallocation
Transfer of cap due to servicing transfer
Updated due to quarterly assessment and
reallocation
Transfer of cap due to servicing transfer
Transfer of cap due to servicing transfer
Updated due to quarterly assessment and
reallocation
Transfer of cap due to servicing transfer
Transfer of cap due to servicing transfer
Transfer of cap due to servicing transfer
Updated due to quarterly assessment and
reallocation
Updated portfolio data from servicer
Updated portfolio data from servicer
Updated due to quarterly assessment and
reallocation
Updated due to quarterly assessment and
reallocation
Transfer of cap due to servicing transfer
Transfer of cap due to servicing transfer
Updated portfolio data from servicer
Updated portfolio data from servicer
Reason for Adjustment
Adjustment Details
Source: Treasury, Transactions-Report-Housing Programs, 07/01/2011.
“HAFA” means the Home Affordable Foreclosure Alternatives program.
“HPDP” means the Home Price Decline Protection program.
“2MP” means the Second Lien Modification Program.
“RD-HAMP” means the Rural Housing Service Home Affordable Modification Program.
“FHA-2LP” means the FHA Second Lien Program.
Notes: Numbers affected by rounding. Data as of 6/30/2011. Numbered notes and definitions are taken directly from the Treasury’s 7/1/2011 Transaction Report-Housing Programs.
1
T
he Cap of Incentive Payments represents the potential total amount allocated to each servicer and includes the maximum amount allotted for all payments on behalf of borrowers and payments to servicers and lenders/investors.
The Cap is subject to adjustment based on the total amount allocated to the program and individual servicer usage for borrower modifications. Each adjustment to the Cap is reflected under Adjustment Details.
2
On July 31, 2009, the SPA with Chase Home Finance, LLC was terminated and superseded by new SPAs with J.P. Morgan Chase Bank, NA and EMC Mortgage Corporation.
3
Wachovia Mortgage, FSB was merged with Wells Fargo Bank, NA, and the remaining Adjusted Cap stated above represents the amount previously paid to Wachovia Mortgage, FSB prior to such merger.
4
Initial cap amount includes FHA-HAMP.
5
Initial cap amount includes RD-HAMP.
6
Initial cap amount includes 2MP.
7
Initial cap amount includes FHA-2LP.
8
Initial cap does not include HAMP.
9
T
his institution executed an Assignment and Assumption Agreement (a copy of which is available on www.FinancialStability.gov) with respect to all rights and obligations for the transferred loan modifications. The amount transferred is realized as a
cap adjustment and not as initial cap.
10
The amendment reflects a change in the legal name of the institution.
11
M
orEquity, Inc executed a subservicing agreement with Nationstar Mortgage, LLC, that took effect 02/01/2011. All mortgage loans including all HAMP loans were transferred to Nationstar. The remaining Adjusted Cap stated above represents the
amount previously paid to MorEquity, Inc. prior to such agreement.
12
The remaining Adjusted Cap stated above represents the amount paid to servicer prior to SPA termination.
Date
Transaction
Type
Name of
Institution
Servicer Modifying Borrowers’ Loans
HAMP TRANSACTION DETAIL, AS OF 6/30/2011
$227,031,667
$—
$—
$—
$—
$—
$28,509
$—
Borrowers
Incentive
$623,375,055
$349
$6,092
$—
$—
$—
$124,667
$—
Lenders/
Investors
Incentives
$575,608,521
$—
$3,000
$—
$—
$—
$46,337
$—
Servicers
Incentives
Non-GSE Incentive Payments
$1,426,015,243
$349
$9,092
$—
$—
$—
$199,513
$—
Total
Non-GSE
Incentive
Payments
286
Appendix D I Transaction Detail I july 28, 2011
3
3
3
Purchase
Financial Instrument for HHF Program
Financial Instrument for HHF Program
Mississippi Home Corporation, Jackson, MS
9/23/10
9/29/10
Financial Instrument for HHF Program
Purchase
Financial Instrument for HHF Program
Kentucky Housing Corporation, Frankfort, KY
9/23/10
9/29/10
Financial Instrument for HHF Program
Purchase
9/29/10
Alabama Housing Finance Authority, Montgomery, AL
Financial Instrument for HHF Program
Financial Instrument for HHF Program
9/29/10
9/23/10
Financial Instrument for HHF Program
3
Purchase
9/23/10
2
SC Housing Corp, Columbia, SC
Financial Instrument for HHF Program
Financial Instrument for HHF Program
9/29/10
8/3/10
Financial Instrument for HHF Program
3
Purchase
9/23/10
2
Rhode Island Housing and Mortgage Finance Corporation, Providence, RI
Financial Instrument for HHF Program
Financial Instrument for HHF Program
9/29/10
8/3/10
Financial Instrument for HHF Program
3
Purchase
9/23/10
2
Oregon Affordable Housing Assistance Corporation, Salem, OR
Financial Instrument for HHF Program
Financial Instrument for HHF Program
9/29/10
8/3/10
3
Financial Instrument for HHF Program
Financial Instrument for HHF Program
9/23/10
Purchase
8/3/10
2
Ohio Homeowner Assistance LLC, Columbus, OH
Financial Instrument for HHF Program
9/29/10
3
Financial Instrument for HHF Program
Financial Instrument for HHF Program
Purchase
9/23/10
2
North Carolina Housing Finance Agency, Raleigh, NC
8/3/10
Financial Instrument for HHF Program
Financial Instrument for HHF Program
9/23/10
9/29/10
2
Michigan Homeowner Assistance Nonprofit Housing Corporation, Lansing, MI Purchase
Financial Instrument for HHF Program
6/23/10
Purchase
Financial Instrument for HHF Program
Arizona (Home) Foreclosure Prevention Funding Corporation, Phoenix, AZ
9/29/10
3
3
Financial Instrument for HHF Program
Financial Instrument for HHF Program
9/29/10
6/23/10
3
Financial Instrument for HHF Program
Financial Instrument for HHF Program
9/23/10
Purchase
6/23/10
2
Florida Housing Finance Corporation, Tallahassee, FL
Financial Instrument for HHF Program
9/29/10
Financial Instrument for HHF Program
3
Purchase
9/23/10
2
CalHFA Mortgage Assistance Corporation, Sacramento, CA
Financial Instrument for HHF Program
Financial Instrument for HHF Program
9/29/10
Financial Instrument for HHF Program
Financial Instrument for HHF Program
Investment Description
6/23/10
Purchase
Transaction
Type
3
Nevada Affordable Housing Assistance Corporation, Reno, NV
Name of Institution
9/23/10
6/23/10
Trade Date
(CONTINUED)
2
Note
Seller
HARDEST HIT FUND (HHF) PROGRAM TRANSACTION DETAIL, AS OF 3/30/2011
Table D.13
—
$38,036,950
—
$55,588,050
—
$60,672,471
—
—
$138,000,000
—
—
$43,000,000
—
—
$88,000,000
—
—
$172,000,000
—
—
$159,000,000
—
—
$154,500,000
—
$125,100,000
—
—
$418,000,000
—
—
$699,600,000
—
—
$102,800,000
Initial Investment
Amount
$63,851,373
—
$93,313,825
—
$101,848,874
—
$98,659,200
$58,772,347
—
$22,780,803
$13,570,770
—
$82,748,571
$49,294,215
—
$249,666,235
$148,728,864
—
$202,907,565
$120,874,221
—
$215,644,179
$128,461,559
—
$142,666,006
—
$400,974,381
$238,864,755
—
$799,477,026
$476,257,070
—
$57,169,659
$34,056,581
—
Additional Investment
Amount
$101,888,323
$148,901,875
$162,521,345
$295,431,547
$79,351,573
$220,042,786
$570,395,099
$482,781,786
$498,605,738
$267,766,006
$1,057,839,136
$1,975,334,096
$194,026,240
Investment
Amount1
Continued on next page.
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Pricing
Mechanism
Transaction detail I Appendix D I july 28, 2011
287
9/29/10
Purchase
9/3/10
1
Seller
Name
Citigroup, Inc., New York, NY
Transaction Type
Purchase
Investment Description
TOTAL INVESTMENT
Facility Purchase Agreement, dated as of September 3,
2010, between the U.S. Department of the Treasury and
Citibank, N.A
$8,117,000,000
$8,117,000,000
$136,187,333
N/A
—
$12,970,520
—
$188,347,507
—
$279,250,831
—
$138,931,280
—
$212,604,832
—
Additional Investment
Amount
Total Investment Amount
Pricing Mechanism
—
$81,128,260
—
$7,726,678
—
$112,200,637
—
$166,352,726
—
$82,762,859
—
$126,650,987
Initial Investment
Amount
On September 3, 2010, the U.S. Department of the Treasury and Citibank, N.A. entered into a facility purchase agreement (the ‘L/C Facility Agreement”), which allowed Treasury to demand from Citigroup the issuance of an up to $8 billion, 10-year letter of credit (the “L/C”). Treasury will increase availability under the L/C incrementally in proportion to the dollar value of mortgages refinanced under the FHA Short Refinance
program from time to time during the first 2.5 years. At that time, the amount of the L/C will be capped at the then-current level. Under the terms of the L/C Facility Agreement, Treasury will incur fees for the
availability and usage of the L/C up to a maximum amount of $117 million.
Source: Treasury, Transactions Report-Housing Programs, 7/1/2011.
1
Notes: Numbers affected by rounding. Data as of 6/30/2011. Numbered notes are taken directly from Treasury’s 7/1/2011 Tranactions Report-Housing Programs.
Trade Date
Note
FHA SHORT REFINANCE PROGRAM, AS OF 6/30/2011
Table D.14
Source: Treasury, Transactions Report-housing programs, 7/1/2011.
Investment Amount
Financial Instrument for HHF Program
Financial Instrument for HHF Program
Tennessee Housing Development Agency, Nashville, TN
9/23/10
Financial Instrument for HHF Program
Purchase
Financial Instrument for HHF Program
District of Columbia Housing Finance Agency, Washington, DC
9/23/10
9/29/10
Financial Instrument for HHF Program
Purchase
Financial Instrument for HHF Program
New Jersey Housing and Mortgage Finance Agency, Trenton, NJ
9/23/10
9/29/10
Financial Instrument for HHF Program
Purchase
Financial Instrument for HHF Program
Illinois Housing Development Authority, Chicago, IL
9/23/10
9/29/10
Financial Instrument for HHF Program
Financial Instrument for HHF Program
Purchase
9/29/10
Indiana Housing and Community Development Authority, Indianapolis, IN
Financial Instrument for HHF Program
Investment Description
9/23/10
Purchase
Transaction
Type
Financial Instrument for HHF Program
GHFA Affordable Housing, Inc., Atlanta, GA
Name of Institution
9/29/10
9/23/10
Trade Date
(CONTINUED)
Notes: Numbers affected by rounding. Data as of 6/30/2011. Numbered notes are taken directly from Treasury’s 7/1/2011 Transactions Report-Housing Programs.
1
The purchase will be incrementally funded up to the investment amount.
2
On 9/23/2010, Treasury provided additional investment to this HFA and substituted its investment for an amended and restated Financial Instrument.
3
On 9/29/2010, Treasury provided additional investment to this HFA and substituted its investment for an amended and restated Financial Instrument.
3
3
3
3
3
3
Note
Seller
HARDEST HIT FUND (HHF) PROGRAM TRANSACTION DETAIL, AS OF 3/30/2011
$7,600,000,000
$217,315,593
$20,697,198
$300,548,144
$445,603,557
$221,694,139
$339,255,819
Investment
Amount1
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Pricing
Mechanism
288
Appendix D I Transaction Detail I july 28, 2011
Cross-Reference of Report to the Inspector General Act of 1978 I july 28, 2011 | Appendix E
Cross-Reference of Report to the Inspector General
Act of 1978
This appendix cross-references this report to the reporting requirements under the Inspector General Act of 1978
(P.L. 95-452), as amended, 5 U.S.C. APP.
Section
Statute (Inspector General Act of 1978)
SIGTARP Action
Report Reference
Section
5(a)(1)
“Description of significant problems, abuses, and
deficiencies... ”
List problems, abuses, and deficiencies
from SIGTARP audits and investigations.
Section 1: “The Office of the SIGTARP”
Section 4: “SIGTARP Recommendations”
Section
5(a)(2)
“Description of recommendations for corrective
action…with respect to significant problems,
abuses, or deficiencies... ”
List recommendations from SIGTARP
audits and investigations.
Section 1: “The Office of the SIGTARP”
Section 4: “SIGTARP Recommendations”
Section
5(a)(3)
“Identification of each significant recommendation
described in previous semiannual reports on which
corrective action has not been completed...”
List all instances of incomplete
corrective action from previous
semiannual reports.
Section 4: “SIGTARP Recommendations”
Section
5(a)(4)
“A summary of matters referred to prosecutive
authorities and the prosecutions and convictions
which have resulted... ”
List status of SIGTARP investigations
referred to prosecutive authorities.
Section 1: “The Office of the SIGTARP”
Section
5(a)(5)
“A summary of each report made to the [Treasury
Secretary] under section 6(b)(2)... ” (instances
where information requested was refused or not
provided).
List TARP oversight reports by Treasury,
GAO, FDIC, and SIGTARP.
Appendix G: “Key Oversight Reports and
Testimony”
Section
5(a)(6)
“A listing, subdivided according to subject matter,
of each audit report issued...” showing dollar value
of questioned costs and recommendations that
funds be put to better use.
List SIGTARP audits.
Section 1: “The Office of the SIGTARP”
Section
5(a)(7)
“A summary of each particularly significant
report... ”
Provide a synopsis of significant
SIGTARP audits.
Section 1: “The Office of the SIGTARP”
Section
5(a)(8)
“Statistical tables showing the total number of audit
reports and the total dollar value of questioned
costs... ”
Provide statistical tables showing dollar
value of questioned costs from SIGTARP
audits.
As detailed in Section 1: “The Office of the
SIGTARP,” SIGTARP has made significant
findings in its audit reports. However, to
date SIGTARP’s audits have not included
questioned costs findings.
Section
5(a)(9)
“Statistical tables showing the total number of audit
reports and the dollar value of recommendations
that funds be put to better use by management...”
Provide statistical tables showing dollar
value of funds put to better use by
management from SIGTARP audits.
As detailed in Section 1: “The Office of the
SIGTARP,” SIGTARP has made important
findings in its audit reports. However, to date
SIGTARP’s audits have not included funds put
to better use findings.
Section
5(a)(10)
“A summary of each audit report issued before
the commencement of the reporting period for
which no management decision has been made by
the end of reporting period, an explanation of the
reasons such management decision has not been
made, and a statement concerning the desired
timetable for achieving a management decision...”
Provide a synopsis of significant
SIGTARP audit reports in which
recommendations by SIGTARP are
still open.
Section 1: “The Office of the SIGTARP”
Section 4: “SIGTARP Recommendations”
Section
5(a)(11)
“A description and explanation of the reasons for
any significant revised management decision...”
Explain audit reports in which significant
revisions have been made to management decisions.
As detailed in Section 1: “The Office of the
SIGTARP,” and Section 4: “SIGTARP Recommendations,” SIGTARP has made noteworthy recommendations in its audit reports,
and the majority of these recommendations
have been agreed to. To date, no management decisions have been revised.
Section
5(a)(12)
“Information concerning any significant management decision with which the Inspector General is
in disagreement...”
Provide information where management
disagreed with a SIGTARP audit finding.
See discussion in Section 1: “The Office
of the SIGTARP,” and Section 4: “SIGTARP
Recommendations.”
289
290
Appendix F I public announcements of audits I july 28, 2011
PUBLIC ANNOUNCEMENTS OF
AUDITS
This appendix provides an announcement of new and
ongoing public audits by the agencies listed below. See
Appendix G: “Key Oversight Reports and Testimony” for a
listing of published reports. Italic style indicates narrative
taken verbatim from the agencies’ responses to SIGTARP’s
data call.
• U.S. Department of Treasury Office of Inspector General
(“Treasury OIG”)
• Federal Reserve Board Office of Inspector General
(“Federal Reserve OIG”)
• Government Accountability Office (“GAO”)
• Federal Deposit Insurance Corporation Office of
Inspector General (“FDIC OIG”)
Treasury OIG1
Ongoing Audits
• None
Federal Reserve OIG2
Ongoing Audits
• None
GAO3
Ongoing Audits
• AIG indicators report will be issued on July 18.
• Updated review of CPP looking at the status of the overall
program and the condition of the institutions still in the
program, with expected issuance in September.
• Financial statement audit expected in November.
• Overview report expected in January.
FDIC OIG4
Ongoing Audits
• None
Endnotes
1
Treasury OIG, response to SIGTARP data call, 7/5/2011.
2
Federal Reserve OIG, response to SIGTARP data call, 7/11/2011.
3
GAO, response to SIGTARP data call, 7/1/2011.
4
FDIC OIG, response to SIGTARP data call, 6/30/2011.
key oversight reports and testimonY I Appendix g I JULY 28, 2011
KEY OVERSIGHT REPORTS AND TESTIMONY
This list reflects TARP-related reports and testimony published since SIGTARP’s last quarterly report. See
previous SIGTARP quarterly reports for lists of prior oversight reports and testimony.
U.S. DEPARTMENT OF THE TREASURY (Treasury)
ROLES AND MISSION
The mission of Treasury is to serve the American people and strengthen national security by managing the U.S. government’s finances effectively;
promoting economic growth and stability; and ensuring the safety, soundness, and security of the U.S. and international financial systems. Treasury advises
the President on economic and financial issues, encourages sustainable economic growth, and fosters improved governance in financial institutions.
OVERSIGHT REPORTS
Treasury, Transactions Report, 4/1/2011 – 7/1/2011, www.treasury.gov/initiatives/financial-stability/briefing-room/reports/tarp-transactions/Pages/default.aspx, accessed 7/7/2011. (released weekly)
Treasury, Daily TARP Update, 4/1/2011 – 6/30/2011, www.treasury.gov/initiatives/financial-stability/briefing-room/reports/tarp-daily-summary-report/
Pages/default.aspx, accessed 7/7/2011.
Treasury, TARP Monthly 105(a) Report, 4/8/2011 – 6/10/2011, www.treasury.gov/initiatives/financial-stability/briefing-room/reports/105/Pages/
default.aspx, accessed 7/7/2011.
Treasury, Cumulative Dividends, Interest, and Distributions Report, 4/8/2011 – 6/10/2011, www.treasury.gov/initiatives/financial-stability/briefing-room/
reports/dividends-interest/Pages/default.aspx, accessed 7/7/2011. (released monthly)
Treasury, Making Home Affordable Program Report, 4/1/2011 – 6/9/2011, www.treasury.gov/initiatives/financial-stability/results/MHA-Reports/Pages/
default.aspx, accessed 7/7/2011. (released monthly)
Treasury, HAMP Activity by Metropolitan Statistical Area, 4/1/2011 – 6/9/2011, www.treasury.gov/initiatives/financial-stability/results/MHA-Reports/
Pages/default.aspx, accessed 7/7/2011. (released monthly)
RECORDED TESTIMONY
Treasury, “Opening Statement of Timothy G. Massad Before the United States Senate Committee on Banking, Housing and Urban Affairs,” 5/3/2011,
www.treasury.gov/press-center/press-releases/Pages/tg1158.aspx, accessed 7/7/2011.
GOVERNMENT ACCOUNTABILITY OFFICE (GAO)
ROLES AND MISSION
GAO is tasked with performing ongoing oversight of TARP’s performance, including:
• evaluating the characteristics of asset purchases and the disposition of assets acquired
• assessing TARP’s efficiency in using the funds
• evaluating compliance with applicable laws and regulations
• assessing the efficiency of contracting procedures
• auditing TARP’s annual financial statements and internal controls
• submitting reports to Congress at least every 60 days.
OVERSIGHT REPORTS
GAO, “Troubled Asset Relief Program: Survey of Housing Counselors about the Home Affordable Modification Program,” 5/26/2011, www.gao.gov/
special.pubs/gao-11-368sp/index.htm, accessed 7/7/2011.
GAO, “Troubled Asset Relief Program: Results of Housing Counselors Survey on Borrowers’ Experiences with the Home Affordable Modification Program,”
5/26/2011, www.gao.gov/new.items/d11367r.pdf, accessed 7/7/2011.
GAO, “TARP: Treasury’s Exit from GM and Chrysler Highlights Competing Goals, and Results of Support to Auto Communities Are Unclear,” 5/10/2011,
www.gao.gov/new.items/d11471.pdf, accessed 7/7/2011.
GAO, “Management Report: Improvements Are Needed in Internal Control Over Financial Reporting for the Troubled Asset Relief Program,” 4/18/2011,
www.gao.gov/new.items/d11434r.pdf, accessed 7/7/2011.
291
292
Appendix g I key oversight reports and testimonY I JULY 28, 2011
FEDERAL DEPOSIT INSURANCE CORPORATION (FDIC)
ROLES AND MISSION
FDIC is an independent agency created by Congress that maintains the stability and public confidence in the nation’s financial system by insuring deposits,
examining and supervising financial institutions, and managing receiverships.
RECORDED TESTIMONY
FDIC, “Statement of Sheila C. Bair, Chairman, Federal Deposit Insurance Corporation on The Changing Role of the FDIC before the Subcommittee on
TARP, Financial Services, and Bailouts of Public and Private Programs; Committee on Oversight and Government Reform, U.S. House Of Representatives,”
6/22/2011, www.fdic.gov/news/news/speeches/chairman/spjun2211.html, accessed 7/7/2011.
FDIC, “Statement of Michael H. Krimminger, General Counsel, Federal Deposit Insurance Corporation on ‘Does The Dodd-Frank Act End Too Big To Fail?’;
Subcommittee on Financial Institutions and Consumer Credit; Financial Services Committee; U.S. House Of Representatives; Washington, DC,” 6/14/2011,
www.fdic.gov/news/news/speeches/chairman/spjun1411.html, accessed 7/7/2011.
FDIC, “Statement of Sheila C. Bair, Chairman, Federal Deposit Insurance Corporation on FDIC Oversight: Examining and Evaluating the Role of the
Regulator during the Financial Crisis and Today before the House Subcommittee on Financial Institutions and Consumer Credit,” 5/26/2011,
www.fdic.gov/news/news/speeches/chairman/spmay2611.html, accessed 7/13/2011.
SPECIAL INSPECTOR GENERAL FOR THE TROUBLED ASSET RELIEF PROGRAM (SIGTARP)
ROLES AND MISSION
Under EESA, the Special Inspector General has the responsibility, among other things, to conduct, supervise and coordinate audits and investigations of the
purchase, management, and sale of assets under the Troubled Asset Relief Program (“TARP”).
SIGTARP’s mission is to advance economic stability by promoting the efficiency and effectiveness of TARP management, through transparency, through
coordinated oversight, and through robust enforcement against those, whether inside or outside of Government, who waste, steal or abuse TARP funds.
OVERSIGHT REPORTS
SIGTARP, Quarterly Report to Congress, 4/28/2011,
www.sigtarp.gov/reports/congress/2011/April2011_Quarterly_Report_to_Congress.pdf, accessed 7/7/2011.
SIGTARP, “Treasury’s Process for Contracting for Professional Services under TARP,” 4/14/2011, www.sigtarp.gov/reports/audit/2011/
Treasury’s%20Process%20for%20Contracting%20for%20Professional%20Services%20under%20TARP%2004_14_11.pdf, accessed 7/7/2011.
RECORDED TESTIMONY
SIGTARP, “Statement of Christy Romero, Before the House Committee on Financial Services Subcommittee on Financial Institutions and Consumer Credit,”
6/14/2011, www.sigtarp.gov/reports/testimony/2011/Citi_Too_Big_To_Fail_June_14_2011_Testimony.pdf, accessed 7/7/2011.
Note: Italic style indicates verbatim narrative taken from source documents.
Sources: Treasury, www.treasury.gov, accessed 7/7/2011; Treasury Inspector General, www.treas.gov, accessed 7/7/2011; Financial Stability Oversight Board, www.treas.gov, accessed 7/7/2011;
GAO, www.gao.gov, accessed 7/7/2011; FDIC, www.fdic.gov, accessed 7/7/2011; FDIC OIG, www.fdicoig.gov, accessed 7/7/2011; SIGTARP,www.sigtarp.gov, accessed 7/7/2011; FDIC, response to
SIGTARP data call, 6/30/2011; GAO, response to SIGTARP data call, 7/1/2011; Treasury, response to SIGTARP data call, 7/5/2011.
correspondence I Appendix h I July 28, 2011
correspondence
This appendix provides a copy of the following correspondence:
Correspondence
Date
From
To
Regarding
2/14/2011
SIGTARP
Treasury
Treasury’s Ability to Withhold or Claw Back Payments from HAMP Servicers
5/23/2011
SIGTARP
Treasury
Making Home Affordable (“MHA”) Servicer Compliance Assessment
7/14/2011
Treasury
SIGTARP
Status Update on Recommendations in the SIGTARP Quarterly Report
7/22/2011
Treasury
SIGTARP
Response to SIGTARP April 2011 Quarterly Report
293
294
Appendix h I correspondence I July 28, 2011
correspondence I Appendix h I July 28, 2011
295
296
Appendix h I correspondence I July 28, 2011
correspondence I Appendix h I July 28, 2011
297
298
Appendix h I correspondence I July 28, 2011
correspondence I Appendix h I July 28, 2011
299
Investigators
Cyber Forensics
Analysts
Camille Wright
Hotline Supervisor
Vacant
Chief HQ Operations
Director
Alisa Davis
Auditors & Analysts
Director
Shannon Williams
Auditors & Analysts
Auditors & Analysts
Brenda James
Director
Assistant
Deputy SIG – Audit
Vacant
Special Agent in
Charge
Vacant
Kurt Hyde
Scott Rebein
Note: SIGTARP organizational chart as of 7/3/2011.
Attorney Advisors
Michael Rivera
Chief Investigative
Counsel
Deputy SIG –
Audit
Christy Romero
Deputy Special
Inspector General
General Counsel
Eric Mader
Director
ADSIG − Special
Programs
Lynn Perkoski
Lori Hayman
Kristine Belisle
Auditors & Analysts
Auditors & Analysts
ADSIG − CIO
AJ Germek
ADSIG − HR
Dr. Eileen Ennis
Assistant Deputy
SIG – Operations
Cathy Alix
Deputy SIG –
Operations
Director of
Congressional Affairs
Vacant
EEO Program
Manager
Communications
Director
Roderick Fillinger
Craig Meklir
Director
Vacant
Senior Policy Advisor
Special Inspector General
Christy Romero (Acting)
Deputy SIG –
Investigations
Vacant
Deputy Chief
of Staff
Mia Levine
Chief of Staff
organizational chart
Sally Ruble
ADSIG − CFO
Deborah Mathis
300
Appendix I I organizational chart I july 28, 2011
SIGTARP
SIG-QR-11-03
202.622.1419
Hotline: 877.SIG.2009
SIGTARP@do.treas.gov
www.SIGTARP.gov
@FedFRASER