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N L SP E CT INSPE OR GE A ER AL CI D OG UB RA M TRO LE ASS E T R ELIEF PR 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 October 27, 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@treasury.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 3 10 11 12 12 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 July 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 Section 4 SIGTARP RECOMMENDATIONS Recommendations Aimed at Increasing Servicer Performance and Better Protecting Homeowners in TARP’s Housing Programs Recommendations Regarding Community Banks Recommendations Regarding Treasury’s Process for Contracting for Professional Services Under TARP Endnotes 13 15 16 25 27 29 32 51 75 120 137 145 149 151 152 161 163 167 169 185 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 209 213 216 220 293 294 295 297 311 EXECUTIVE SUMMARY 4 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM QUARTERLY REPORT TO CONGRESS I OCTOBER 27, 2011 Through the Troubled Asset Relief Program (“TARP”), the American taxpayers became investors in hundreds of financial institutions, the auto industry, and certain markets for asset-backed securities, and the Office of the Special Inspector General for the Troubled Asset Relief Program (“SIGTARP”) serves on the front line to protect those investments. SIGTARP is the only agency solely charged with a mission of transparency, oversight, and enforcement related to the taxpayers’ unprecedented investment of hundreds of billions of dollars in the private sector. In order to fulfill its enforcement mission, SIGTARP investigates fraud, waste, and abuse related to TARP. This month, as a result of an investigation by SIGTARP and its Federal law enforcement partners, the first criminal charges were filed against senior executives of a TARP bank when two senior executives of United Commercial Bank (“UCB”) were charged in connection with an alleged scheme to defraud investors. The Department of Treasury (“Treasury”), and by extension the American taxpayer, became investors in UCB’s holding company when it received more than $298 million in TARP funds. UCB was the first TARP bank to fail and the taxpayers’ entire TARP investment is lost. This past quarter, SIGTARP brought transparency to some of the largest banks’ exit from TARP as they pressured Federal banking regulators to expedite their TARP exit because of concerns over executive compensation restrictions and a stigma associated with TARP participation. In stark contrast, approximately 400 smaller community banks remain in TARP and SIGTARP made recommendations that Treasury, in consultation with Federal banking regulators, develop a clear TARP exit path for community banks. SIGTARP also published an audit questioning $8.1 million in legal fees Treasury paid to law firms whose bills included block billing, either no or vague descriptions of work performed, unsupported expenses, and administrative charges not allowed under the contract. SIGTARP also made four new recommendations to improve servicer performance in TARP’s housing programs. SIGTARP INVESTIGATIONS SIGTARP is a highly sophisticated white-collar investigative agency. Since the end of the last quarter, 13 individuals have been criminally charged and three individuals have been criminally convicted as a result of SIGTARP’s investigations. This brings the total number of individuals charged criminally as a result of SIGTARP’s investigations to 51 individuals, including charges against 36 senior officers of their organizations. Many of these individuals are awaiting trial. However, 28 individuals have been criminally convicted and 19 have been sentenced to prison terms, with others awaiting sentencing. In some cases, individuals who were criminally charged were also charged in a civil complaint. SIGTARP’s investigations have also resulted in civil charges against 37 individuals and 18 companies. This month, SIGTARP agents, along with its law enforcement partners, arrested Ebrahim Shabudin, the former executive vice president of UCB, and Thomas Yu, the former senior vice president of UCB. The defendants are charged in a Federal indictment in connection with an alleged fraudulent scheme that began in or about 5 6 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM September 2008, to hide the bank’s true financial condition from investors, depositors, regulators, Treasury, and the bank’s auditor. According to the indictment, the objectives of the alleged fraud scheme were to conceal, delay, and avoid publicly reporting the bank’s number of impaired loans and the bank’s true loan loss. The objective of the alleged scheme also included misleading investors through false statements and misleading bank regulators. The indictment charged that the defendants used a variety of fraudulent accounting maneuvers and techniques to conceal that they falsified the bank’s books and records. In November 2008, Treasury became an investor in the bank when it received more than $298 million in TARP funds. The bank failed on November 6, 2009. FDIC, which became the receiver for the bank, estimates that deposit insurance fund losses from UCB’s failure will be $2.5 billion. The total loss to TARP is more than $298 million. This quarter, SIGTARP has taken swift enforcement action to shut down mortgage modification scams that prey on unsuspecting homeowners by taking their last dollars in exchange for false promises of a mortgage modification under TARP’s housing programs. SIGTARP agents arrested four individuals who called their organization HOPE. The defendants were charged with allegedly defrauding homeowners out of $3 million in upfront fees based on misrepresentations that the homeowners would receive a mortgage modification under HAMP. Also as a result of a SIGTARP investigation, a housing counselor was convicted of a scheme in which she gambled away money from homeowners that was earmarked for mortgage modifications. Finally, a Federal court ordered the closure of a deceptive mortgage relief operation investigated by SIGTARP. SIGTARP will tenaciously work to shut down mortgage modification scams and hold accountable those who steal from homeowners under the false promise of a mortgage modification. TARP EXIT BY THE LARGEST BANKS Last month, SIGTARP released an audit report that shed light on the efforts by Federal banking regulators and Treasury to get the largest banks out of TARP. The report focuses on the exit path for the largest 17 TARP recipient banks—known as SCAP institutions—which received 80% of all funds under TARP’s Capital Purchase Program (“CPP”). Treasury and the Federal banking regulators conducted stress tests that determined the level of capital each bank needed to be strong enough to absorb its own losses in adverse market conditions so that it would not pull down the entire financial system. They used the results of those stress tests to set the criteria for these banks to exit TARP. The strongest nine banks immediately exited TARP, leaving eight in TARP that regulators considered to be weaker, including Bank of America, Citigroup, PNC, and Wells Fargo. To meet the stress test results, regulators decided that these banks could expedite a TARP exit by issuing $1 in new common equity for every $2 in TARP repaid. Just weeks later, the Federal banking regulators relaxed the criteria, bowing at least in part to a desire to ramp back the Government’s stake in financial institutions and to pressure from institutions seeking a swift TARP exit to avoid executive compensation restrictions and the stigma associated with TARP. The banks resisted QUARTERLY REPORT TO CONGRESS I OCTOBER 27, 2011 regulators’ demands to raise capital. Regulators to varying degrees bent to these concerns, with FDIC the most persistent in insisting that banks raise more common stock. The result was an ad hoc and inconsistent TARP repayment process where only Citigroup met the 1-for-2 criteria (when it was required to meet 1-for1). By not waiting until the banks could meet the criteria, there was arguably a missed opportunity to further strengthen the quality of each bank’s capital base. The relaxing of the exit criteria raises the question as to why Federal banking regulators went through the trouble of conducting the stress tests and setting TARP exit criteria based on those tests, if in the end they were not going to hold banks to it. The lessons of the financial crisis and the events surrounding TARP repayments and exit demonstrate the importance of establishing strong capital requirements and holding institutions strictly accountable to them. Financial stress continues to pose obstacles to economic recovery even for the largest banks, in part due to a 9% unemployment rate, decreased consumer confidence in a constrained market, and non-performing mortgage loans and related securities. The nation’s largest banks are cutting jobs, streamlining operations through asset sales, and searching for new sources of revenue and capital. Berkshire Hathaway Inc. announced in late August that it would invest $5 billion in Bank of America, following a period in which Bank of America’s stock price plummeted. Federal banking regulators and Treasury bear responsibility for ensuring that the nation’s systemically important financial institutions hold enough capital to absorb their own losses. During Congressional testimony in June 2011, then-FDIC Chairman Sheila Bair further stressed, “The single most important element of a strong and stable banking system is its capital base. Capital is what allows an institution to absorb losses while maintaining the confidence of its counterparties and continuing to be able to lend.” Today, some institutions remain too big, too interconnected, and too essential to the financial system; their failure could potentially trigger serious consequences to the broader economy. The greater financial system’s need for protection against the failure of those institutions in the next possible downturn is particularly acute. COMMUNITY BANKS STILL IN TARP This month, SIGTARP recommended that Treasury, in consultation with the banking regulators, develop a clear TARP exit path for community banks. A common misperception is that most of the 707 TARP banks have paid back TARP, when really only the largest banks have exited TARP. Smaller and medium size banks are not exiting TARP with the same speed as the larger banks, with approximately 400 still in TARP. Of these, nearly half are not paying their TARP dividend and in some cases, the banks are operating under an order by their regulator. Compared to larger banks, community banks may face an uphill battle to exit TARP. Community banks do not have the same access to capital as the larger banks. They are more exposed to distressed commercial real estate related assets and non-performing loans. Small and medium-size banks play an important role in our nation’s economy and are the lifeblood of many communities across the country. They provide credit 7 8 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM to small businesses and farmers, and serve customers in rural areas and small metropolitan areas not served by large banks. As Federal Reserve Chairman Ben Bernanke stated earlier this year, “[l]ocal communities, ranging from small towns to urban neighborhoods, are the foundation of the U.S. economy and communities need community banks to help them grow and prosper.” Furthermore, as former Kansas City Federal Reserve Bank President Thomas Hoenig noted, “Regional and community banks are also typically locally owned and managed, which means they have an immediate and vested interest in the success of their local communities.” To the extent community banks continue to face a sluggish recovery, non-performing assets, and capital-raising challenges, their lending to consumers – especially to small businesses – will remain constricted. Despite the dramatic efforts to expedite the exit of the largest banks from TARP, there appears to be no corresponding concrete plan for community banks’ exit from TARP. The only exit strategy for smaller TARP banks that has been announced is the Small Business Lending Fund (“SBLF”), which is identical to TARP in one key respect: Government investment in private banks. Through this program, Treasury invested $4 billion in smaller banks. However, approximately half of those dollars went to swapping 137 TARP banks out of TARP and into this non-TARP Government program. This program ties increased lending to a dividend rate that is less than the TARP 5% dividend rate, but removes executive compensation restrictions and any perceived TARP stigma, the two complaints SIGTARP heard from some of the largest banks. Banks that were not paying their TARP dividend were not eligible to apply for SBLF. However, 320 of the more than 500 banks then left in TARP applied to swap into SBLF. For these banks, SBLF may have been their TARP exit plan. Community banks need a clear exit path out of TARP that is put into action well before a scheduled rise in the TARP dividend (beginning in the fall of 2013 for many banks). The best exit path for community banks should involve access to new capital to replace the TARP capital. After five years, the 5% TARP dividend rate will rise to a very expensive 9%. SIGTARP is concerned that when the dividend rate increases, many of these banks will remain in TARP but still be unable to access new capital. If that is the case, many will have no means either to exit TARP or to pay their required dividend payments. Treasury should commit to prudent stewardship of its TARP investments; it must take action to ensure that as many banks as possible repay taxpayers and to prepare to deal with the banks that cannot. TARP’S HOUSING PROGRAMS The TARP-funded housing support programs continue to struggle to reach homeowners, with only $2.5 billion (5.4%) of the $45.6 billion in earmarked TARP funds having been spent. There is disappointing participation in the signature Home Affordable Modification Program (“HAMP”), due in large part to poor servicer performance. With just one year left for new mortgage modifications in HAMP, it is not too late for Treasury to make changes to the program, and there remains much QUARTERLY REPORT TO CONGRESS I OCTOBER 27, 2011 that it can do to improve. SIGTARP, through its hotline and anecdotally, continues to hear about homeowner frustration with the performance of mortgage servicers related to HAMP. To address these concerns, SIGTARP made four new recommendations to improve servicer performance, which should lead to more families staying in their homes. Treasury has determined not to take any further action to implement SIGTARP’s recommendations. Treasury is giving up a chance at meaningful change and sadly, it is struggling homeowners who have the most to lose. Treasury must take strong action to help as many additional struggling homeowners as it can before HAMP ends. Treasury recently published an estimate that there are 992,968 homeowners eligible for HAMP. The number of new permanent mortgage modifications each month has hovered between 25,000 and 30,000. While this represents real help for these homeowners, many additional homeowners could receive that same help. If the current rate continues, 520,000 to 600,000 homeowners who are eligible for HAMP will not get a permanent modification before HAMP expires. Rather than refuse to act on SIGTARP recommendations, Treasury should force servicers to change the status quo and help as many of the remaining eligible homeowners as possible stay in their homes. One of homeowners’ great frustrations with TARP’s housing programs has been the servicers’ lack of communication or inaccurate, conflicting, and confusing communication. SIGTARP recommended that Treasury require that servicer communications with homeowners related to a change in their status or terms of an application, modification, or any other significant change affecting the homeowner’s participation be in writing, which could be as simple as e-mail. Written changes help reduce the likelihood that homeowners are misinformed or confused, and oral notification is open to abuse with compliance difficult to assess. Treasury’s response was that it already requires servicers to communicate in writing with the borrower an average of ten times, and that soon a single point of contact will communicate with the borrower “by phone, in writing or through email, until a final loss mitigation decision has been made.” Given SIGTARP’s continued Hotline complaints, ten times is not sufficient. Additionally, Treasury’s response ignores the concerns of participating homeowners who are receiving miscommunication from servicers on important milestones or changes. There have been a number of serious homeowner complaints that many trial modifications last beyond the intended three months, that many trial modifications fail to ever convert to permanency, and that homeowners have trouble getting timely responses when they escalate complaints. These complaints are borne out by hard facts, with 22% of trial modifications lasting more than six months. Also, as SIGTARP raised in its last quarterly report, Treasury found that three of the largest ten servicers had inadequate scores for a category called “second look,” meaning that homeowners were wrongly denied a conversion from trial to permanent modification. However, Treasury did not withhold any incentives from these servicers for this problem. After SIGTARP raised problems with the second-look scores, those scores have improved, proving that more transparency can lead to servicer improvements. 9 10 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM SIGTARP made new recommendations designed to address these complaints, including that Treasury set benchmarks on what it deems to be acceptable performance for conversion rates from trial modifications to permanent modifications, length of trial modifications, and timeline for resolving escalated cases. SIGTARP recommended that Treasury measure all servicers against those benchmarks, because without acceptable benchmarks, servicers will continue their bad practices and ultimately homeowners may suffer. When any servicer (not just the top 10) fails to perform at acceptable levels, SIGTARP recommended that Treasury vigorously enforce its rights, including using all available financial remedies to force servicer compliance with program rules through withholding, permanently reducing or clawing back incentive payments. Treasury decided not to take any further action to implement SIGTARP’s recommendations, stating that it considered the recommendations closed. Treasury stated that it has “succeeded in improving servicer performance” with non-financial remedies and withholding payments (temporarily) from two servicers. Treasury stated that it will exercise its financial remedies “when necessary.” Given the wealth of homeowner complaints, if there are benchmarks in this area, Treasury is not adequately enforcing them against the 112 active servicers and additional financial remedies are necessary. For example, if Treasury’s benchmark for acceptable lengths of trial modifications is three to four months, SIGTARP is not aware of any repercussion for servicers who exceed that time. With less than 1 million struggling borrowers remaining eligible, and a window quickly closing on the end of the program, Treasury must double its efforts to ensure that servicers comply with program requirements. If Treasury does not take action to change the status quo of its compliance program, servicers will not take action to change their status quo. Compliance with program guidelines is not, and must not be, voluntary. 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, $413.2 billion had been spent as of September 30, 2011, leaving $52.1 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 September 30, 2011, 266 TARP recipients, including 10 with the largest CPP investments, had paid back all of their principal or repurchased shares, and 19 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 $276.3 billion of repayments. According to Treasury, this left $122.4 billion in TARP funds outstanding as of September 30, 2011, after accounting for losses and write-offs. QUARTERLY REPORT TO CONGRESS I OCTOBER 27, 2011 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 September 30, 2011, it had received $39.8 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, 193 missed paying dividend or interest to the Government as of September 30, 2011, for a total of $356.9 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 16 audit reports. Two have been issued since the end of the last quarter: “Exiting TARP: Repayment by the Largest Financial Institutions” and “Legal Fees Paid Under the Troubled Asset Relief Program: An Expanded Report.” 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 September 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: • criminal actions against 51 individuals, including 36 senior officers (CEOs, owners, founders, or senior executives) of their organizations • criminal convictions of 28 defendants, of whom 19 have been sentenced to prison (others are awaiting sentencing) • civil cases naming 37 individuals (including 25 senior officers) and 18 corporate or other legal entities as defendants (in some instances an individual will face both criminal and civil charges) • asset recoveries of $151 million • savings of $553 million in TARP funds that SIGTARP prevented from going to the now-failed Colonial Bank 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 United Commercial Bank/UCBH Holdings, Inc., Home Owners Protection Economics, Inc., The Shmuckler Group, LLC, HomeFront, Inc., and Residential Relief Foundation, LLC, see Section 1 of this report “The Office of the Special Inspector General for the Troubled Asset Relief Program.” 11 12 SPECIAL INSPECTOR GENERAL I 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 includes discussions of SIGTARP’s new recommendations on Treasury’s housing programs, contracting for professional services, and community banks’ exit from CPP. In an August 31, 2011, letter to Treasury, SIGTARP made four recommendations aimed at improving transparency and accountability in the implementation of TARP housing programs. In its audit report, “Legal Fees Paid Under the Troubled Asset Relief Program: An Expanded Report,” released September 28, 2011, SIGTARP made five new recommendations on how Treasury should improve its handling of contracts with law firms and increase taxpayer protections. In an October 11, 2011, letter to Treasury, SIGTARP made two recommendations calling for a clear exit process for community banks from CPP. REPORT ORGANIZATION The report is organized as follows: • Section 1 discusses the activities of SIGTARP. • S ection 2 details how Treasury has spent TARP funds so far and contains an explanation or update of each program. • S ection 3 describes the operations and administration of the Office of Financial Stability, the office within Treasury that manages TARP. • S ection 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 September 30, 2011, except where otherwise noted. SECTION 1 THE OFFICE OF THE SPECIAL INSPECTOR GENERAL FOR THE TROUBLED ASSET RELIEF PROGRAM 14 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM QUARTERLY REPORT TO CONGRESS I OCTOBER 27, 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. 15 16 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM SIGTARP OVERSIGHT ACTIVITIES SINCE THE JULY 2011 QUARTERLY REPORT SIGTARP continues to fulfill its oversight role on multiple parallel tracks: investigating allegations of fraud, waste, and abuse in TARP programs; conducting oversight over various aspects of TARP and TARP-related programs and activities through audits and 85 recommendations; and striving to promote transparency in TARP and the Government’s response to the financial crisis as it relates to TARP. SIGTARP Investigations Activity SIGTARP is a highly sophisticated white-collar investigative agency. As of September 30, 2011, SIGTARP had more than 150 ongoing criminal and civil investigations, many in partnership with other law enforcement agencies in order to leverage resources throughout the Government. From SIGTARP’s inception, its investigations have delivered substantial results, including: • criminal actions against 51 individuals, including 36 senior officers (CEOs, owners, founders, or senior executives) of their organizations • criminal convictions of 28 defendants, of whom 19 have been sentenced to prison (others are awaiting sentencing) • civil cases naming 37 individuals (including 25 senior officers) and 18 corporate or other legal entities as defendants (in some instances an individual will face both criminal and civil charges) • asset recoveries of $151 million • savings of $553 million in TARP funds that SIGTARP prevented from going to the now-failed Colonial Bank SIGTARP investigates white-collar fraud. These investigations include, for example, accounting fraud, securities fraud, insider trading, bank fraud, mortgage fraud, fraudulent mortgage modification schemes, false statements, obstruction of justice, theft of trade secrets, money laundering, and tax crimes. Although the majority of SIGTARP’s investigative activity remains confidential, over the past quarter there have been significant public developments in several SIGTARP investigations. United Commercial Bank/UCBH Holdings, Inc. SIGTARP agents, along with its law enforcement partners, arrested Ebrahim Shabudin and Thomas Yu, two former senior executives of United Commercial Bank (“UCB” or the “Bank”). On September 15, 2011, a Federal grand jury sitting in the Northern District of California returned an indictment against Shabudin and Yu. On October 11, 2011, the United States District Court for the Northern District of California unsealed the four-count indictment which charges Shabudin and Yu with conspiracy, securities fraud, falsifying corporate books and records, and lying to auditors. Shabudin was an executive vice president at UCB and from QUARTERLY REPORT TO CONGRESS I OCTOBER 27, 2011 September 2008 through April 2009, he served as UCB’s chief credit officer and chief operating officer. Yu was a senior vice president and from June 2008 through June 2009, he served as UCB’s credit risk and portfolio manager. UCB was a commercial bank headquartered in San Francisco, California, with branch offices throughout the United States as well as China. UCB’s holding company, UCBH Holdings, Inc. (“UCBH”), was a publicly traded company whose shares were registered with the U.S. Securities and Exchange Commission (“SEC”). In November 2008, Treasury became an investor in the Bank when UCBH received approximately $298 million in TARP funds. The indictment alleges that Shabudin and Yu, together with others, engaged in a fraudulent scheme that began in or about September 2008, to hide the Bank’s true financial condition from investors, depositors, regulators, Treasury, and the Bank’s auditor. According to the indictment, the objectives of the alleged scheme to defraud were to conceal, delay, and avoid publicly reporting the Bank’s number of impaired loans and the Bank’s true loan loss. The objective of the alleged scheme also included misleading investors through false statements and misleading Bank regulators. The indictment charged that the defendants used a variety of fraudulent accounting maneuvers and techniques to conceal that they falsified the Bank’s books and records. As a result, UCB is alleged to have issued false and misleading public statements and reports regarding its year-end financial condition and performance. UCB became the first TARP recipient bank to fail when it closed on November 6, 2009. FDIC estimates that deposit insurance fund losses will be $2.5 billion. Treasury will suffer a complete loss on its more than $298 million TARP investment. The investigation is ongoing. The case is being investigated by SIGTARP, the United States Attorney’s Office for the Northern District of California, the Federal Bureau of Investigation (“FBI”), the Office of the Inspector General of the Federal Deposit Insurance Corporation (“FDIC OIG”), and the Office of the Inspector General of the Board of Governors of the Federal Reserve System (“FRB OIG”). Home Owners Protection Economics, Inc. On August 9, 2011, SIGTARP agents, with its law enforcement partners, arrested Christopher S. Godfrey, Dennis Fischer, Vernell Burris, Jr., and Brian M. Kelly. On August 3, 2011, a federal grand jury sitting in the District of Massachusetts returned an indictment against the four defendants for allegedly perpetrating a fraudulent home loan modification scam through a company named Home Owners Protection Economics, Inc. (“HOPE”). The 20-count indictment charges the four with conspiracy, wire fraud, mail fraud, and misuse of a government seal. Godfrey was the president and Fischer was the vice president of HOPE. Burris was the manager and primary trainer of HOPE telemarketers, and Kelly was one of the principal telemarketers and a trainer for other HOPE telemarketers. Godfrey and Fischer were charged with one count of conspiracy, nine counts of wire fraud, nine counts of mail fraud, and one count of misuse of a Government seal. Burris and Kelly were charged with one count of conspiracy, nine counts of wire fraud, and nine counts of mail fraud. 17 18 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM The indictment alleges that, through a series of misrepresentations, the defendants and their employees induced thousands of financially distressed homeowners to pay HOPE a $400-$900 up-front fee in exchange for HOPE’s home loan modifications, modification services, and “software licenses.” According to the indictment, the defendants misrepresented that, with their assistance, homeowners were virtually guaranteed to receive a loan modification under the Home Affordable Modification Program (“HAMP”), which is a federally-funded mortgage assistance program implemented under TARP. The indictment alleges further misrepresentations by defendants, including that HOPE was affiliated with the homeowner’s mortgage lender, that homeowners had been approved for a home loan modification, that homeowners could stop making mortgage payments while they waited for HOPE to arrange their loan modification, that HOPE would refund the up-front fee if the modification was unsuccessful, and that HOPE was a non-profit organization. The indictment further alleges that, in exchange for homeowners paying the upfront fees, HOPE sent homeowners a “do-it-yourself” application package that was nearly identical to the application provided free of charge by the U.S. Government through HAMP. Through these misrepresentations, it is alleged, HOPE was able to persuade thousands of homeowners collectively to pay more than $3 million in fees to HOPE. This case is being investigated by SIGTARP, the FBI, the United States Attorney’s Office for the District of Massachusetts, and the Computer Crime and Intellectual Property Section of the Department of Justice’s Criminal Division. The Shmuckler Group, LLC Howard Shmuckler, who was indicted and arrested on November 10, 2010, for an alleged mortgage modification scam investigated by SIGTARP in partnership with the Prince George’s County State’s Attorney’s Office in Maryland, has now been charged in a Federal case. On July 21, 2011, a Federal grand jury sitting in the Eastern District of Virginia returned an indictment against Howard Shmuckler for allegedly running a fraudulent mortgage-rescue business that received substantial fees from homeowners but failed to modify their mortgages. Shmuckler was charged with seven counts of wire fraud. On July 27, 2011, Shmuckler was arrested at his home in Virginia Beach, where he has been under electronic monitoring pending a November 2011 trial on this Maryland state charge. According to the Federal indictment, Shmuckler owned and operated a mortgage-rescue business known as The Shmuckler Group (“TSG”), which claimed to be the “largest, most successful group of professionals from the Legal, Banking, Mortgage, Financing, Real Estate, Government, and International Sector coming together to help homeowners keep their homes in a manageable and affordable means.” The indictment alleges that Shmuckler falsely portrayed himself to be an attorney licensed in Virginia and that he misrepresented that TSG had a 97 percent success rate in obtaining loan modifications. According to the indictment, Shmuckler also instructed clients to terminate contact with their mortgage companies and to stop making payments to their lenders. QUARTERLY REPORT TO CONGRESS I OCTOBER 27, 2011 The indictment further alleges that false representations by Shmuckler and TSG employees induced homeowners to pay fees ranging from $2,500 to $25,000, for $3 million in total proceeds. TSG is alleged to never have facilitated a single mortgage modification. It is also alleged that the company’s loan modification success rate was substantially less than 97 percent. The case brought in Federal court in Virginia resulted from a joint investigation conducted by SIGTARP, FBI, the FDIC OIG, and the United States Attorney’s Office for the Eastern District of Virginia. The case brought in state court in Maryland resulted from a joint investigation by SIGTARP, the Office of the State’s Attorney for Prince George’s County, and the Maryland Department of Labor Licensing and Regulation’s Financial Regulation Division. HomeFront, Inc. On October 6, 2011, Lori J. Macakanja pled guilty in the U.S. District Court for the Western District of New York to mail fraud and theft of government money. Macakanja was formerly employed as a housing counselor by HomeFront, Inc. (“HomeFront”), a HUD-approved housing counseling agency in Buffalo, New York. In her role as a housing counselor, Macakanja unlawfully solicited and received money from HomeFront clients by falsely claiming that the money would be used for loan modifications designed to prevent foreclosure on their homes, including mortgage modifications under HAMP. After receiving the funds, Macakanja used the money to gamble at casinos and to pay her own mortgage, and failed to obtain loan modifications for the victims. A total of 136 HomeFront clients were defrauded with losses totaling $300,000. The charges carry a maximum penalty of 20 years in prison, a fine of $250,000, or both. Macakanja is scheduled to be sentenced on February 2, 2012. As previously reported, on January 29, 2011, a criminal complaint was filed against Macakanja in the U.S. District Court for the Western District of New York charging her with mail fraud and falsifying documents in connection with this scheme to defraud struggling homeowners seeking mortgage modifications. This case was investigated by SIGTARP, the U.S. Postal Inspection Service (“USPIS”), Housing and Urban Development Office of Inspector General (“HUD OIG”), Internal Revenue Service (“IRS”), U.S. Secret Service (“Secret Service”), and FBI. Residential Relief Foundation, LLC On September 30, 2011, at the request of the Federal Trade Commission (“FTC”), the U.S. District Court for the District of Maryland shut down the operations of Residential Relief Foundation (“RRF”); Silver Lining Services, LLC; and their owners, James Holderness, Bryan Melanson, Michael Valenti, and Jillian Melanson. The settlement agreement entered into between the FTC and the defendants bans the defendants from participating in the mortgage assistance relief and debt relief industries and imposes a judgment of more than $10.5 million against the defendants, which is the total amount the defendants made through their deceptive conduct. 19 20 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM As previously reported, the civil complaint filed by the FTC as a result of an investigation by SIGTARP and the FTC alleged that the defendants violated Federal law by falsely claiming that they would obtain loan modifications, including under HAMP, and significantly lower mortgage payments for consumers in return for upfront fees. Consumers, who were assured quick results and a high success rate, were charged a $1,495 up-front fee. The complaint also charged the defendants with misrepresenting an affiliation with the Federal Government, falsely claiming to have taken reasonable and appropriate measures to protect consumers’ personal information from unauthorized access, and improperly disposing of consumers’ information in unsecured dumpsters, in violation of the FTC Act. The defendants engaged in their conduct amid the publicity surrounding the availability of free mortgage loan assistance and modification programs, including HAMP as implemented under TARP by Treasury. The settlement agreement also bars the defendants from making misrepresentations about any product or service, including claims about their government affiliation. The case was investigated by SIGTARP and the FTC. SIGTARP Audit Activity SIGTARP has initiated 28 audits and two evaluations since its inception. SIGTARP has issued 16 audit reports, including two since the close of the quarter ended June 30, 2011. Among the ongoing audits and evaluations in process are reviews of: (i) application of the executive compensation criteria used by the Office of the Special Master for TARP Executive Compensation to determine executive compensation for seven TARP recipients that received exceptional assistance; (ii) criteria used by Treasury to select states and programs to receive money under the Hardest Hit Fund; (iii) reasons for the development of CPP conditional approvals and the role of the Federal bank regulators; and (iv) application of the HAMP net present value test. Recent Audits Released Legal Fees Paid Under the Troubled Asset Relief Program: An Expanded Report On September 28, 2011, SIGTARP released the audit report, “Legal Fees Paid Under the Troubled Asset Relief Program: An Expanded Report.” Conducted in response to a request by Senator Tom Coburn, M.D., this report addressed whether Treasury’s Office of Financial Stability’s (“OFS”) contracting processes for legal services ensure: (1) contractors submit invoices (“fee bills”) that accurately reflect the work performed; and (2) contractors charge fair and reasonable prices. Treasury has paid law firms millions of dollars for professional services related to TARP. SIGTARP audited Treasury’s processes for contracting for and payment to five of these law firms. From the inception of TARP to March 31, 2011, OFS, which administers TARP, paid these five law firms more than $27 million in fees and expenses. As SIGTARP conducted its audit, it found weaknesses in QUARTERLY REPORT TO CONGRESS I OCTOBER 27, 2011 the contract and fee bills for the law firm Venable, LLP (“Venable”). In light of the magnitude of legal fees that continue to be paid, SIGTARP decided to issue a report designed to provide OFS an opportunity to quickly strengthen its policies, controls, and contracts to better protect taxpayers. The four law firms covered in the new report were Simpson Thacher & Bartlett LLP, Cadwalader Wickersham & Taft LLP, Locke Lord Bissell & Liddell LLP, and Bingham McCutchen LLP. As of March 31, 2011, OFS paid these four firms more than $25.5 million. SIGTARP took a sample of $9.1 million of these fees and questioned $8.1 million (89%). SIGTARP found that their fee bills contained either no descriptions or vague descriptions of work performed, block billing, unsupported expense charges, and administrative charges that were not allowed under the contract. As a result, OFS would not have been able to assess adequately the reasonableness of the fees it paid. Although SIGTARP questioned fee bills from all of the law firms audited, this does not mean that all the fees and expenses SIGTARP questioned were unreasonable. The most striking examples of problematic fee bills were from Simpson Thacher, which charged OFS $5.8 million in fees and expenses without providing any description of the work performed and without providing any receipts, or adequate documentation, for expenses. Although OFS questioned some charges, resulting in resubmitted bills, it still paid $5.8 million for original and resubmitted bills that had no description of work and no contractually required receipts. OFS had no way of knowing whether these fees and expenses were allocable to the contract, and reasonable and allowable as required under Federal acquisition rules. In addition, OFS overpaid Simpson Thacher $68,936 for its foreign subcontractor, even though the subcontractor was not preapproved and Simpson Thacher charged as much as $520 per hour more than the maximum hourly rate under the contract. SIGTARP found that OFS’ then-existing legal service contracts and review procedures at OFS caused it to fall short in comparison to the best practices identified by SIGTARP and used by other Federal entities. Although SIGTARP concluded that the OFS process for awarding legal service contracts provided adequate price competition and that the process complied with Federal acquisition requirements, SIGTARP found weaknesses in both the OFS contracts with the law firms and OFS policies for reviewing legal fee bills. The OFS contracts for legal services with these law firms do not contain sufficiently detailed requirements or instructions on how law firms should prepare fee bills or how they should describe discrete tasks within each fee bill. In addition, the OFS employees who reviewed bills were not given specific standards or instructions on how to review legal fee bills for accuracy and reasonableness. As a result, in some instances OFS overpaid for legal services. The lack of specific, documented invoice review procedures also meant that all invoices were not subject to the same level or consistency of review. For example, in reviewing fee bills from the law firms, some OFS employees rejected fee bills that included labor categories such as “counsel” not included in the contract, while others approved and paid them. One OFS reviewer paid “counsel” at partner rates and another paid them at associate rates. SIGTARP also noted that OFS paid for attorneys billed in labor categories other than those agreed to in the contract and For more detail on billing problems that SIGTARP found at Venable, LLP, see the audit report “Treasury’s Process for Contracting for Professional Services Under TARP,” released on April 14, 2011, and discussed in SIGTARP’s April 2011 Quarterly Report to Congress, pages 182-185. 21 22 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM task orders. While this may have reduced OFS legal fees, the substitution of labor categories and rates after contract award was not properly documented in contract modifications. In response to the audit, Treasury neither agreed nor disagreed with SIGTARP’s recommendations but stated that it is committed to working with SIGTARP. Treasury also stated in its response that it was well positioned to judge the quality and value of assistance provided by its contracted legal staff and to ensure that taxpayer funds were used wisely. The Federal regulations require that any fees paid be allocable to the contract, reasonable, and allowable. The bills that SIGTARP reviewed were well below industry standard. On one day Treasury received two bills from Simpson Thacher – one was for $200,000 and one was for $300,000. There is one entry on each bill listing the contract language on scope of work, with no dates or date ranges, no timekeepers listed, no individual entries, no listing of how many hours were involved, and no descriptions of work performed. These are not fixed rate contracts, but rather hourly contracts that somehow ended up at surprisingly even dollar figures of $200,000 and $300,000. Given these bills, there was no way for Treasury to know whether the work was reasonable. Exiting TARP: Repayment by the Largest Financial Institutions On September 29, 2011, SIGTARP released the audit report, “Exiting TARP: Repayment by the Largest Financial Institutions” which examined the process under which the largest banks, known as SCAP institutions, exited TARP. This report addressed the extent to which: (1) Treasury maintained a consistent and transparent role in the TARP repayment process; and (2) Federal banking regulators consistently coordinated and evaluated TARP repayment requests. Treasury and the Federal banking regulators conducted stress tests that determined the level of capital each bank needed to be strong enough to absorb its own losses in adverse market conditions so that it would not pull down the entire financial system. They used the results of those stress tests to set the criteria for these largest banks to exit TARP. The strongest nine banks immediately exited TARP, leaving eight in TARP that regulators considered to be weaker, including Bank of America, Citigroup, PNC, and Wells Fargo. To meet the stress test results, regulators decided that these banks could expedite a TARP exit by issuing $1 in new common equity for every $2 in TARP repaid. SIGTARP found that interagency sharing of data, vigorous debate among regulators, and hard-won consensus increased the amount and improved the quality of capital that these large banks were required to raise to exit TARP. FDIC was by far the most persistent in insisting that banks raise more common stock. The checksand-balances that resulted from this interagency coordination helped to ensure that the nation’s largest financial institutions were better capitalized upon exiting TARP than prior to TARP. However, three aspects of the TARP exit process serve as important lessons learned from the financial crisis. QUARTERLY REPORT TO CONGRESS I OCTOBER 27, 2011 • First, Federal banking regulators relaxed repayment criteria for banks only weeks after the criteria were established, bowing at least in part to a desire to ramp back the Government’s stake in financial institutions and to pressure by institutions seeking a swift TARP exit. Those institutions wanted to avoid executive compensation restrictions and the stigma associated with TARP participation. The large financial institutions were notably persistent in their efforts to resist regulatory demands to issue common stock, seeking instead more creative, cheaper, and less sturdy alternatives that provide less short or long term loss protection than common stock. Because the regulators failed to adhere to the clearly and recently established requirements, the process to review a TARP bank’s exit proposal was ad hoc and inconsistent, where only Citigroup met the 1-for-2 criteria (when it was required to meet 1-for-1). • Second, by not waiting until the institutions were in a position to meet the 1-for-2 provision entirely with new common stock, there was arguably a missed opportunity to further strengthen the quality of each institution’s capital base. Concerned about executive compensation restrictions and a lack of market confidence that might result from being the last large TARP bank to exit, banks successfully convinced regulators that it was the right time to exit TARP, and that the market would not support a 1-for-2 common stock issuance. • Third, SIGTARP found that Treasury encouraged TARP banks to expedite repayment, opening Treasury to criticism that it put accelerating TARP repayment ahead of ensuring that institutions exiting TARP were sufficiently strong to do so safely. Treasury Secretary Timothy F. Geithner told SIGTARP that putting pressure on firms to raise private capital was part of a “forceful strategy of raising capital early” and “We thought the American economy would be in a better position if [the firms] went out and raised capital.” The result was a nearly simultaneous exit by Bank of America, Wells Fargo, and Citigroup, involving offerings of a combined total of $49.1 billion in new common stock in an already fragile market. The lessons of the financial crisis and the events surrounding TARP repayments and exit demonstrate the importance of implementing strong capital requirements and holding institutions strictly accountable to those requirements. Some of the nation’s largest financial institutions had too little capital before the last crisis, which not only contributed to the crisis itself but also precipitated the subsequent bailouts. Banking regulators leveraged TARP repayment requirements to improve the quality of capital held by the nation’s largest financial institutions in the wake of the financial crisis, but relaxed those requirements shortly after establishing them. Whether these institutions exited TARP with a strong and high-quality capital structure sufficient to absorb their own losses and survive adverse market conditions without further affecting the broader financial system remains to be seen. There will always be tension between the protection of the greater financial system through robust capital requirements and the desire of individual financial institutions to maximize profits. While striking the right balance is no easy task, 23 24 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM regulators must remain vigilant against institutional demands to relax requirements while taking on ever more risk. In response to the report, the Federal Reserve Board noted that it carefully and thoroughly analyzed requests to repay TARP and that it put limits on the extent to which institutions were allowed to substitute asset sales for common equity issuance. FDIC did not provide a formal response because unless there are recommendations for agency action or there are factual errors of consequence that FDIC believes require correction, it does not typically provide a formal written response. The Office of Comptroller of the Currency (“OCC”) agreed with SIGTARP’s overall conclusion regarding the importance of implementing strong capital requirements and holding institutions accountable to such requirements. However, OCC strongly disagreed with SIGTARP’s conclusion that the repayment process was ad hoc and inconsistent. OCC also disagreed with SIGTARP’s conclusion that there was a missed opportunity to further strengthen each institution’s capital base. Treasury agreed with SIGTARP’s conclusion that interagency coordination improved the terms of TARP repayment. Treasury also noted that its involvement in the TARP exit process was motivated by a belief that stabilizing the financial system depended upon the nation’s largest financial institutions being able to raise private capital again, and that postponing the common stock offerings could have undermined investor confidence. 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 September 30, 2011, the SIGTARP Hotline has received and analyzed more than 28,558 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-SIG-2009 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. 25 QUARTERLY REPORT TO CONGRESS I OCTOBER 27, 2011 Additionally, on July 25 and 28, 2011, SIGTARP’s Chief of Staff Mia Levine presented open-ended briefings for House and Senate staff, respectively. The focus of each briefing was SIGTARP’s July 2011 Quarterly Report. 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. FIGURE 1.1 SIGTARP FY 2011 PROPOSED OPERATING PLAN ($ MILLIONS, PERCENTAGE OF $39.1 MILLION) Other Services $2.0, 5% Hiring As of September 30, 2011, SIGTARP had 155 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 October 10, 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 included SIGTARP’s full initial request for $49.6 million. Public Law 112-10 Continuing Resolution provided $36.2 million to SIGTARP for fiscal year 2011. Figure 1.1 provides a breakdown of SIGTARP’s fiscal year 2011 operational budget, which reflects an adjusted total spending plan of $39.1 million. This 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 included SIGTARP’s funding request for $47.4 million. The fiscal year 2012 House mark and Senate mark both include approximately $41.8 million. Figure 1.2 provides a detailed breakdown of SIGTARP’s fiscal year 2012 budget, which reflects a total operating plan of $46.6 million. Advisory Services $5.1 13% Interagency Agreements $9.1 55% 23% Salaries and $21.5 Travel/ Transportation $1.4, 4% FIGURE 1.2 SIGTARP FY 2012 PROPOSED BUDGET ($ MILLIONS, PERCENTAGE OF $46.6 MILLION) Other Services $2.0, 4% Advisory Services $3.5 Interagency Agreements $10.6 Travel/ Transportation $1.3, 3% 8% 23% 62% Salaries and $29.2 26 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM 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. For 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 53 million web “hits,” and there have been more than 3.8 million downloads of SIGTARP’s quarterly reports, which are available on the site.i i 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 September 2011. Another system that has been introduced counts a different metric, “page views.” In the quarter ended September 30, 2011, the site recorded 29,009 page views; these are not comparable to figures from previous quarters. SECT IO N 2 TARP OVERVIEW 28 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM QUARTERLY REPORT TO CONGRESS I OCTOBER 27, 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 September 30, 2011, $413.2 billion had been spent and $52.1 billion remained obligated and available to be spent after accounting for certain reductions in exposure.1 According to Treasury, as of September 30, 2011, $122.4 billion of TARP funds remained outstanding after accounting for losses and write-offs.2 Initial authorization for TARP funding came through the Emergency Economic Stabilization Act of 2008 (“EESA”), which was signed into law on October 3, 2008.3 EESA appropriated $700 billion to “restore liquidity and stability to the financial system of the United States.”4 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, 2010.5 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.6 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.7 The upper limit of the Treasury Secretary’s authority to purchase and guarantee assets under TARP was reduced to $475 billion from the original $700 billion. With the expiration of TARP funding authorization, no new expenditures may be made through most of the TARP programs because all obligated dollars have been spent. For three programs — the Making Home Affordable (“MHA”) program, the Term Asset-Backed Securities Loan Facility (“TALF”), and the PublicPrivate Investment Program (“PPIP”) — dollars that were obligated but unspent as of October 3, 2010, are available to be spent up to the obligated amount. Table 2.1 provides a breakdown of program obligations, expenditures, and obligations available to be spent as of September 30, 2011. Table 2.1 lists 10 TARP sub-programs, instead of all 13, because it excludes the Capital Assistance Program (“CAP”), which was never funded, and summarizes three programs under “Automotive Industry Support Programs.” Obligations: Definite commitments that create a legal liability for the Government to pay funds. 29 30 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM TABLE 2.1 OBLIGATIONS, EXPENDITURES, AND OBLIGATIONS AVAILABLE TO BE SPENT ($ BILLIONS) Program Obligation Expenditure (As of 9/30/2011) Available to Be Spent (As of 9/30/2011) Housing Support Programs $45.6 $2.5 $43.1 Capital Purchase Program 204.9 204.9 — 0.6 0.2 —a Systemically Significant Failing Institutions 69.8 67.8 — Targeted Investment Program 40.0 40.0 — Asset Guarantee Program 5.0 — — Term Asset-Backed Securities Loan Facility 4.3 0.1 4.2 Public-Private Investment Program 22.4 17.6 4.8b Unlocking Credit for Small Businesses 0.4 0.4 — 81.8 79.7 — $474.8 $413.2 Community Development Capital Initiative Automotive Industry Support Programsc Total $52.1d Notes: Numbers may not total due to rounding. Obligation figures are as of 10/3/2010 and expenditure figures are as of 9/30/2011. Reductions in exposure were related to the Asset Guarantee Program and to the termination of equity and debt facilities for AIG and Chrysler, respectively, that were never drawn down. a CDCI 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 $17.6 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. Invesco terminated its investment period on September 26, 2011, without fully drawing down all committed equity and debt. c Includes $80.7 billion for Automotive Industry Financing Program, $0.6 billion for Auto Warranty Commitment Program, and $0.4 billion for Auto Supplier Support Program. 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, 10/3/2011, accessed 10/14/2011; Treasury, Daily TARP Update, 10/3/2011, accessed 10/17/2011; Treasury, response to SIGTARP data call, 10/5/2011. 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.8 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 QUARTERLY REPORT TO CONGRESS I OCTOBER 27, 2011 its previous cost estimates of $101 billion on May 13, 2010, and $105 billion on March 31, 2010.9 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, 2010.10 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 June 30, 2011, the ultimate cost of TARP would be $53.2 billion.11 On March 29, 2011, CBO issued an updated TARP cost estimate based on its evaluation as of March 3, 2011. In it, 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 from housing programs and from 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 $46 billion obligated will be spent, and Treasury’s and OMB’s assertions that all of the obligated funds will be expended.14 31 32 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM TABLE 2.2 COST (GAIN) OF TARP PROGRAMS ($ BILLIONS) OMB Estimate, President’s FY 2012 Budget CBO Estimate Treasury Estimate, TARP Audited Agency Financial Statement 2/14/2011 11/30/2010 3/29/2011 3/3/2011 11/15/2010 9/30/2010 $46 $13 $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 $65 Interest on Reestimates e Adjusted Total $19 c $78d (16) $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 Cumulative 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 10/17/2011; 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 10/17/2011; Treasury Estimate—Treasury, “Office of Financial Stability Agency Financial Report–Fiscal Year 2010,” 9/30/2010, http://www.treasury.gov/initiatives/financial-stability/briefing-room/reports/agency_ reports/Documents/2010%20OFS%20AFR%20Nov%2015.pdf, accessed 10/24/2011. FINANCIAL OVERVIEW OF TARP 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, $413.2 billion was expended as of September 30, 2011, through 13 announced programs intended to support U.S. financial institutions, companies, and individual mortgage borrowers.17 According to Treasury, as of September 30, 2011, 266 TARP recipients had paid back all of their principal or repurchased shares and 19 TARP recipients had partially repaid their principal or repurchased their shares, for a total of $276.3 billion.18 According to Treasury, as of that date, $122.4 billion of TARP 33 QUARTERLY REPORT TO CONGRESS I OCTOBER 27, 2011 funds remained outstanding, including losses and write-offs. There remains approximately $52.1 billion still available to be spent.19 Figure 2.1 provides a snapshot of the cumulative obligations, expenditures, repayments, and exposure reductions as of September 30, 2011. According to Treasury, as of September 30, 2011, the Government had also collected $39.8 billion in interest, dividends, and other income, including $9.1 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 September 30, 2011, obligated funds totaling $52.1 billion were still available to be drawn down by TARP recipients under three of TARP’s 13 announced programs.21 TARP’s component programs fall into four categories, depending on the type of assistance offered: • Housing Support Programs — These programs are intended to help homeowners who are having trouble making their mortgage payments by subsidizing loan modifications, loan servicer costs, potential equity declines, and incentives for foreclosure alternatives. • Financial Institution Support Programs — These programs share a common stated goal of stabilizing financial markets and improving the economy. • Asset Support Programs — These programs attempt to support asset values and market liquidity by providing funding to certain holders or purchasers of assets. • Automotive Industry Support Programs — These programs are intended to stabilize the U.S. automotive industry and promote market stability. FIGURE 2.1 CUMULATIVE TARP OBLIGATIONS, EXPENDITURES, AND REPAYMENTS ($ BILLIONS) $500 400 $474.8 $413.2 300 $276.3 200 100 0 TARP Obligations TARP Expendituresa TARP Repaymentsb 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 9/30/2011. a Expenditure total does not include $5 billion for AGP as this amount was not an actual cash outlay. b Repayments include $184.9 billion for CPP, $40 billion for TIP, $35.2 billion for auto programs, $1.3 billion for PPIP, and $15 billion for SSFI. The $15 billion payment for SSFI includes amounts applied to (i) pay accrued preferred returns and (ii) redeem the outstanding liquidation amount. Sources: Treasury, Transactions Report, 10/3/2011; Treasury, response to SIGTARP data call, 10/14/2011. 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, 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. Senior Subordinated Debentures: Debt instrument ranking below senior debt but above equity with regard to investors’ claims on company assets or earnings. 34 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM it obligated only $45.6 billion.22 As of September 30, 2011, $2.5 billion, or 5.4% of this amount, has been expended. • Making Home Affordable (“MHA”) Program — According to Treasury, this umbrella program for Treasury’s foreclosure mitigation efforts 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 of TARP funds, consists of the Home Affordable Modification Program (“HAMP”), which modifies first-lien mortgages to reduce payments, 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”), the Home Affordable Foreclosure Alternatives (“HAFA”) program, 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 Price Decline Protection (“HPDP”) program, the Home Affordable Unemployment Program (“UP”), and the Principal Reduction Alternative (“PRA”) program.25 Additionally, 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 September 30, 2011, MHA had expended $2.5 billion of TARP money.27 Total expenditures in incentives and payments for HAFA were $68.9 million in connection with 18,557 deed-in-lieu and short sale transactions. Expenditures in incentives and payments for 2MP were $50.4 million in connection with 6,332 full extinguishments, 1,597 partial extinguishments, and 37,776 permanent modifications of second-liens.28 As of September 30, 2011, there were 340,300 active permanent first-lien modifications under the completed TARP-funded portion of HAMP, an increase of 40,966 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. • FHA Short Refinance Program — 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.30 As of September 30, 2011, there have been 334 refinancings under the program.31 For more detailed information, see the “Housing Support Programs” discussion in this section. QUARTERLY REPORT TO CONGRESS I OCTOBER 27, 2011 • 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.”32 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, 2010.33 As of September 30, 2011, $655.4 million had been drawn down by the states from the Hardest-Hit Fund, which includes funds for program expenses (direct assistance to borrowers), administrative expenses and cash-on-hand.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, which closed to new funding on December 29, 2009. As of September 30, 2011, Treasury had received $184.9 billion (or 90.2% of Treasury’s expenditures under CPP) in principal repayments and proceeds from sales of common stock.38 Of the repaid amount, $355.7 million comes from the principal that was converted from CPP investments into CDCI investments and therefore still represents outstanding obligations to TARP.39 In addition, 137 institutions have refinanced their outstanding CPP investment into the Small Business Lending Fund (“SBLF”). 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 hardest-hit communities.”40 Under CDCI, TARP made capital investments in the preferred stock or subordinated debt of eligible banks, bank holding 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 36 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM companies, thrifts, and credit unions.41 Eighty-four institutions have received $570.1 million in funding under CDCI.42 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.43 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.44 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.45 On December 20, 2010, Treasury published terms under which CPP and CDCI recipients are permitted to refinance into SBLF.46 Although this program operates outside of TARP, many TARP recipients converted their investments from CPP to SBLF and thus will benefit from lower dividend rates, non-cumulative dividends, and the removal of rules on executive compensation and luxury expenditures.47 Treasury’s authority to make SBLF investments expired on September 27, 2011. As of that date, it had received 935 applications, of which 320 were from existing TARP recipients (which includes 315 CPP participants and 5 CDCI participants). According to Treasury, it provided a total of $4.03 billion in SBLF funding to 332 institutions, including 137 CPP participants.48 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.49 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 allowed to draw on as needed.50 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.51 Under the Recapitalization Plan, AIG fully repaid FRBNY’s revolving credit facility, purchased the remainder of FRBNY’s preferred equity interests in two AIG subsidiaries (which it then transferred to Treasury), and Treasury converted its preferred stock holdings (along with the preferred stock holdings held by the AIG Trust) into an approximately 92% common equity ownership stake in AIG. QUARTERLY REPORT TO CONGRESS I OCTOBER 27, 2011 The three main steps of the Recapitalization Plan are briefly described below. çç AIG repaid and terminated its revolving credit facility with FRBNY with cash 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”).52 çç AIG applied cash proceeds from the AIA IPO and ALICO sale to retire a portion of the FRBNY’s preferred interests in the special purpose vehicle (“SPV”) that held ALICO.53 AIG next drew down an additional $20.3 billion in available TARP funds from the equity capital facility to repurchase the remainder of the FRBNY’s preferred interests in the ALICO SPV and all of the FRBNY’s preferred interests in the AIA SPV. AIG then transferred the preferred interests 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 has been subsequently terminated without drawdown.54 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%.55 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%. 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.56 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”).57 Treasury also accepted common stock warrants from each, as required by EESA. Both banks fully repaid Treasury for its TIP investments.58 Treasury auctioned its Bank of America warrants on March 3, 2010, and auctioned its Citigroup warrants on January 25, 2011.59 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.60 Treasury, the Federal Deposit Insurance Corporation (“FDIC”), and the Federal Reserve offered certain loss protections in connection with $301 billion in troubled Citigroup assets.61 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-fordollar basis. The FDIC received $3 billion of preferred stock that was similarly converted.62 On December 23, 2009, in connection with Citigroup’s TIP repayment, Citigroup and the Government terminated the AGP agreement. 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 38 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM 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 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.63 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.64 On January 25, 2011, Treasury auctioned for $67.2 million the warrants it had received from Citigroup under AGP.65 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”).66 TALF closed to new loans in June 2010.67 TALF ultimately provided $71.1 billion in Federal Reserve financing. Of that amount, $11.3 billion remained outstanding as of September 30, 2011.68 FRBNY facilitated 13 TALF subscriptions of non-mortgage-related ABS over the life of the program totaling approximately $59 billion, with $8.8 billion of TALF borrowings outstanding as of September 30, 2011.69 FRBNY also conducted 13 CMBS subscriptions totaling $12.1 billion, with $2.5 billion in loans outstanding as of September 30, 2011.70 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.71 As of September 30, 2011, there had been no surrender of collateral.72 In July 2010, 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 2010.73 As of September 30, 2011, $1.9 million in TARP funds had been allocated under TALF for administrative expenses.74 For more information on these activities, see the “TALF” discussion in this section. QUARTERLY REPORT TO CONGRESS I OCTOBER 27, 2011 • 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 nonagency residential mortgage-backed securities (“non-agency RMBS”).75 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 in TARP funds to the program which was subsequently decreased to $21.6 billion after Invesco terminated its investment period.76 As of September 30, 2011, the current PPIFs had drawn down $17.2 billion in debt and equity financing from Treasury funding out of the total obligation, which includes $1.3 billion that has been repaid.77 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 expire in December 2012.78 Following the expiration of the investment period, the fund managers will have five years to manage and sell off the investment portfolio in the PPIF and return proceeds to private investors and taxpayers. This period may be extended up to a maximum of two years. For details about the program structure and fund-manager terms, see the “PublicPrivate 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.79 Treasury entered into agreements with two pool assemblers, Coastal Securities, Inc. (“Coastal Securities”), and Shay Financial Services, Inc. (“Shay Financial”).80 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.81 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 September 30, 2011, Treasury had completed sales of a total of 16 SBA 7(a) securities for gross proceeds of $213.6 million.82 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.”83 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 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 40 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM bankruptcy restructurings. Treasury obligated $84.8 billion to AIFP, then reduced the total obligation to $81.8 billion (including approximately $2.1 billion in loan commitments to New Chrysler that were never drawn down).84 As of September 30, 2011, $79.7 billion had been disbursed through AIFP and Treasury had received $35.3 billion in principal repayments, preferred stock redemptions, and stock sale proceeds. As of September 30, 2011, Treasury had received approximately $22.4 billion related to its GM investment, $7.6 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. As of September 30, 2011, Treasury had also received approximately $4.4 billion in dividends, interest, and fees under AIFP and its two subprograms, ASSP and AWCP.85 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.86 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, 2011.87 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).88 On December 15, 2010, GM repurchased the $2.1 billion in preferred stock from Treasury. As of September 30, 2011, Treasury had received $22.4 billion in principal repayments, preferred stock redemptions, 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.89 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.90 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%.91 On July 21, 2011, Treasury sold to Fiat for $500 million Treasury’s remaining equity ownership interest in New Chrysler.92 Treasury also sold to Fiat for $60 million Treasury’s rights to receive proceeds under an agreement with the United Auto Workers (“UAW”) retiree trust pertaining to the trust’s shares in New Chrysler.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 amounts received in warrants that were immediately converted into additional QUARTERLY REPORT TO CONGRESS I OCTOBER 27, 2011 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, June 3, 2011, June 29, 2011, and August 18, 2011, Ally Financial disclosed additional details about its upcoming IPO in amended registration statements 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 Treasury provided a $1.5 billion loan to Chrysler Financial, which was fully repaid with interest in July 2009.98 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 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 — $360.6 million — of its loan.104 For more information, see the “Auto Warranty Commitment Program” discussion in this section. The following tables and figures summarize the status of TARP and 41 42 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM TARP-related initiatives: • Table 2.3 — total funds subject to SIGTARP oversight as of September 30, 2011 • Table 2.4 — obligations/expenditures by program as of September 30, 2011 • Table 2.5 and Table 2.6 — summary of TARP terms and agreements • Table 2.7 — summary of largest warrant positions held by Treasury, by program, as of September 30, 2011 • Table 2.8 — summary of dividends, interest payments, and fees received, by program, as of September 30, 2011 For a report of all TARP purchases, obligations, expenditures, and revenues, see Appendix C: “Reporting Requirements.” 43 QUARTERLY REPORT TO CONGRESS I OCTOBER 27, 2011 TABLE 2.3 TOTAL FUNDS SUBJECT TO SIGTARP OVERSIGHT, AS OF 9/30/2011 ($ BILLIONS) NUMBERS IN PARENTHESES REPRESENT REPAYMENTS AND REDUCTIONS IN EXPOSURE AS OF 9/30/2011 Program Brief Description or Participant Capital Purchase Program (“CPP”) CLOSED Investments in 707 banks; received $184.9 billion in capital repayments Automotive Industry Financing Program (“AIFP”) CLOSED GM, Chrysler, Ally Financial Inc. (formerly GMAC), Chrysler Financial; received $34.2 billion in loan repayments, preferred stock redemptions and proceeds from the sale of common stock; terminated Chrysler’s $2.1 billion in undrawn loan commitments Auto Suppliers Support Program (“ASSP”) CLOSED Government-backed protection for auto parts suppliers Auto Warranty Commitment Program (“AWCP”) CLOSED Government-backed protection for warranties of cars sold during the GM and Chrysler bankruptcy restructuring periods Unlocking Credit for Small Businesses (“UCSB”) CLOSED Purchase of securities backed by SBA loans; received $0.2 billion from sales of securities Systemically Significant Failing Institutions (“SSFI”) CLOSED AIG Investment; received $19.3 billion in repayments and reduced Government exposure Targeted Investment Program (“TIP”) CLOSED Citigroup, Bank of America Investments Asset Guarantee Program (“AGP”) CLOSED Citigroup, ring-fence asset guarantee Term Asset-Backed Securities Loan Facility (“TALF ”) FRBNY non-recourse loans for purchase of asset-backed securities Making Home Affordable (“MHA”) and other housing support programs Modification of mortgage loans Community Development Capital Initiative (“CDCI”) Investments in Community Development Financial Institutions (“CDFIs”) CLOSED Public-Private Investment Program (“PPIP”) Total Obligations Investments in legacy mortgage-backed securities using private and Government equity, along with Government debt Total Funding TARP Funding $204.9 $204.9 ($184.9) ($184.9) 80.7 80.7 (36.3) (36.3) 0.4a 0.4 a (0.4) (0.4) 0.6 0.6 (0.6) (0.6) 0.4b 0.4 b (0.2) (0.2) 69.8 69.8 c (19.3) (19.3)c 40.0 40.0 (40.0) (40.0) 301.0 5.0 (301.0) (5.0) 71.1 4.3d (0.0) (0.0) 70.6e 45.6f 0.6 0.6 29.8g 22.4h (1.3) (1.3) $869.9 $474.8 Notes: Numbers may not total due to rounding. a Treasury’s original commitment under this program was $5 billion, which was reduced to $3.5 billion effective 7/1/2009. Of the $3.5 billion available, only $413 million was borrowed. b Treasury reduced commitment from $15 billion to an obligation of $400 million. c The $19.3 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. d Treasury reduced obligation from $20 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 billion to an obligation of $45.6 billion; therefore, including the $25 billion estimated to be spent by the GSEs, the total program amount is $70.6 billion. f Treasury reduced commitment from $50 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 billion to approximately $22.4 billion in debt and equity obligations to the Public-Private Investment Funds. Invesco terminated its investment period on September 26, 2011, without fully drawing down all committed equity and debt. Sources: Treasury, Transactions Report, 10/3/2011, accessed 10/14/2011; Treasury Press Release, “U.S. Government Finalizes Terms of Citi Guarantee Announced in November,” 1/16/2009, www. treasury.gov/press-center/press-releases/Pages/hp1358.aspx, accessed 10/3/2011; FRBNY, response to SIGTARP data call, 10/14/2011; Treasury, “Making Home Affordable Updated Detailed Program Description,” 3/4/2009, www.treasury.gov/press-center/press-releases/Documents/housing_fact_sheet.pdf, accessed 10/14/2011; Treasury, “Legacy Securities Public-Private Investment Program, Program Update – Quarter Ended September 30, 2010,” 10/20/2010, www.treasury.gov/initiatives/financial-stability/programs/Credit%20Market%20Programs/ppip/s-ppip/Documents/External%20 Report%20-%2009-10%20vFinal.pdf, accessed 10/17/2011. 44 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM TABLE 2.4 OBLIGATION/EXPENDITURE LEVELS BY PROGRAM ($ 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% 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 (1.2) -0.3% (223.8) -47.1% $475.0 100.0% Obligation Obligation as % of Released Repaid/ Reduced Exposure Obligation Outstanding Section Reference Capital Purchase Program (“CPP”): $204.9 43.1% ($184.9) CPP Total Gross $204.9 43.1% ($184.9) $20.0 “Financial Institution Support Programs” $0.6 “Financial Institution Support Programs” Community Development Capital Initiative (“CDCI”): $0.6 CDCI Total Gross $0.6 0.1% — $69.8 14.7% ($19.3) $69.8 14.7% ($19.3) 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) TALF LLC $4.3 0.9% — TALF Total $4.3 0.9% — Systemically Significant Failing Institutions (“SSFI”) Program: American International Group, Inc. (“AIG”)b SSFI Total “Financial Institution Support Programs” $50.5 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”): 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% ($22.5) Ally Financial (formerly GMAC) $17.2 3.6% ($2.7) Chrysler Holding LLC $12.5 3.6% ($9.7) $4.3 $0.2 “Financial Institution Support Programs” “Asset Support Programs” “Asset Support Programs” Automotive Industry Financing Program (“AIFP”): Chrysler Financial Services Americas LLCd $1.5 0.3% ($1.5) $80.7 16.9% ($36.3) GM Suppliers Receivables LLCe $0.3 0.1% ($0.3) Chrysler Holding LLCe g $0.1 0.0% ($0.1) $0.4 0.1% ($0.4) AIFP Total “Automotive Industry Support Programs” $44.4 Automotive Supplier Support Program (“ASSP”): ASSP Total “Automotive Industry Support Programs” — Continued on next page. QUARTERLY REPORT TO CONGRESS I OCTOBER 27, 2011 OBLIGATION/EXPENDITURE LEVELS BY PROGRAM ($ BILLIONS) (CONTINUED) Obligation Obligation as % of Released Repaid/ Reduced Exposure 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) Invesco Legacy Securities Master Fund, L.P. $2.6 0.5% ($0.8) W ellington Management Legacy Securities PPIF Master Fund, L.P. $3.4 0.7% * A llianceBernstein 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% — R LJ Western Asset Public/Private Master Fund, L.P. $1.9 0.4% * M arathon Legacy Securities Public- Private Investment Partnership, L.P. $1.4 0.3% — Oaktree PPIP Fund, L.P. $3.5 0.7% ($0.1) U ST/TCW Senior Mortgage Securities Fund, L.P.h $0.4 0.1% ($0.4) PPIP Total $22.4 4.7% ($1.3) Making Home Affordable (“MHA”): $29.9 6.8% $7.6 1.6% Less: Obligations by Treasury under TARPa Obligation Outstanding Section Reference Automotive Warranty Commitment Program (“AWCP”): AWCP Total “Automotive Industry Support Programs” — Legacy Securities Public-Private Investment Program (“PPIP”) Housing Finance Agency: Hardest Hit Funds Program (“HHF”) FHA Short Refinance Program Housing Support Programs Total TARP Obligations Subtotal TARP Repayments/Reductions in Exposure Subtotal TARP Obligations Outstanding Subtotal $8.1 1.7% $45.6 9.6% $474.8 100.0% “Asset Support Programs” $21.1 “Housing Support Programs” — $45.6 ($288.0) $186.8 Notes: Numbers may not total due to rounding. Obligations reported as of 10/3/2010. Expenditures and repayments and reductions in exposure reported as 9/30/2011. a From a budgetary perspective, what Treasury has obligated to spend (e.g., signed agreements with TARP fund recipients). b The $19.3 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 billion, but subsequently reduced to $3.5 billion effective 7/1/2009. Of the $3.5 billion available, only $413 million was borrowed. f The $9.7 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, (iv) termination of New Chrysler’s ability to draw the remaining $2.1 billion under a loan facility made available in May 2009, and (v) proceeds related to the sale to Fiat of Treasury’s remaining equity ownership stake in New Chrysler and the sale to Fiat of Treasury’s rights to receive proceeds under an agreement with the United Auto Workers (“UAW”) retiree trust pertaining to the trust’s shares in New Chrysler. g Treasury selected nine fund management firms to establish PPIFs. One PPIP manager, The TCW Group, Inc., subsequently withdrew. According to Treasury, the current PPIP obligation is $21.9 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. h Oaktree repaid $79 million, as of September 30, 2011. * 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 10/17/2011; Helping Families Save Their Homes Act of 2009, P.L. 111-22, 5/20/2009; Treasury, Transactions Report, 10/3/2011, accessed 10/17/2011; Treasury, Transactions Report - Housing Programs, 9/28/2011, accessed 10/17/2011; Treasury, response to SIGTARP data call, 4/6/2011; Treasury, Section 105(a) Report, 10/3/2011, accessed 10/17/2011. 45 46 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM TABLE 2.5 DEBT AGREEMENTS AS OF 9/30/2011 TARP Date of Program Company Agreement CPP S corps AIFP AIFP AIFP PPIP CDCI Credit Unions 52 QFIs General Motors General Motors General Motors All All 1/14/2009a 12/31/2008 1/16/2009 6/3/2009, amended 7/10/2009 9/30/2009 and later Cost Assigned $0.5 billion $19.8 billion $0.9 billion $30.1 billion $20 billion Description of Investment Term of Agreement Investment Information Interest/Dividends Senior Subordinated Securities Each QFI may issue senior securities with an aggregate principal amount of 1% - 3% of its risk-weighted assets, but not to exceed $25 billion. 7.7% for first 5 years; 13.8% thereafter 30 years Senior Subordinated Security Warrants that are exercised immediately Treasury will receive warrants to purchase an amount equal to 5% of the senior securities purchased on the date of investment. 13.8% 30 years Debt Obligation with 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). For General Advances - (i) the greater of (a) 3-month LIBOR or (b) 2% plus (ii) 3%; For Warrant Advances 12/29/2011 (i) the greater of (a) 3-month LIBOR for the related interest period or (b) 2% plus (ii) 3.5% Debt Obligation This loan was exchanged for a portion of GM’s common equity interest in GMAC LLC on 3-month LIBOR + 3% 5/29/2009. See “Equity Agreement” table for more information. Debt Obligation with Additional Note 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. Debt Obligation with Contingent Interest Promissory Note Each of the loans will be funded incrementally, upon demand by the fund manager. Each QCU may issue CDCI Senior Securities with an aggregate Subordinated Debt principal amount equal to not more for Credit Unions than 3.5% of its total assets and not more than 50% of the capital and surplus of the QCU. 1/16/2012 Originally, (i) the greater of (a) 3-Month Eurodollar or (b) 2% plus (ii) 3%. 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. 2% for first 8 years, 9% thereafter Continued on next page. QUARTERLY REPORT TO CONGRESS I OCTOBER 27, 2011 DEBT AGREEMENTS AS OF 9/30/2011 TARP Date of Program Company Agreement CDCI – S corps Cost Assigned (CONTINUED) Description of Investment Investment Information Interest/Dividends Term of Agreement 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 Subordinated Debt QFI, or (ii), if the QFI is not a Certified 3.1% for first 8 years, for S corps Entity, the sum of the RWAs of each 13.8% thereafter 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,” 4/26/2010; Treasury’s “TARP Community Development Capital Initiative CDFI Credit Unions Senior Securities Summary of Terms of CDCI Senior Securities,” 4/26/2010; Treasury’s “TARP’s Community Development Capital Initiative CDFI Subchapter S Corporation Senior Securities Summary of Terms of CDCI Senior Securities,” 4/26/2010. 47 48 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM TABLE 2.6 EQUITY AGREEMENTS AS OF 9/30/2011 TARP Program CPP – Public CPP – Private SSFI SSFI AIFP Company 286 QFIs 369 QFIs American International Group, Inc. American International Group, Inc. Ally Financial Inc. (formerly GMAC) Date of Agreement 10/14/2008a and later 11/17/2008b and later 4/17/2009 4/17/2009 Cost Assigned $200.1 billion $4.0 billion $41.6 billion c $29.8 billiond Description of Investment Investment Information Senior Preferred Equity 1-3% of risk-weighted assets, not to exceed $25 billion for each QFI 5% for first 5 years, 9% Perpetual thereafter Common Stock Purchase Warrants 15% of senior preferred amount — Preferred Equity 1-3% of risk-weighted assets, not to exceed $25 billion for each QFI 5% for first 5 years, 9% Perpetual thereafter Preferred Stock Purchase Warrants that are exercised immediately 5% of preferred amount 9% Perpetual Non-Cumulative Preferred Equity $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 150 common stock warrants outstanding; $00002 exercise price — Up to 10 years 9% Converts to common equity interest after 7 years 9% Converts to common equity interest after 7 years 9% Converts to common equity interest after 7 years Mandatorily Convertible Preferred Stockf 12/29/2008 $5.0 billion Preferred Stock Purchase Warrants that are exercised immediately Mandatorily Convertible Preferred Stockg AIFP AIFP Ally Financial Inc. (formerly GMAC) Ally Financial Inc. (formerly GMAC) 5/21/2009 5/29/2009 $7.5 billion $0.9 billion $5.0 billion 5% of original preferred amount $4.5 billion Dividends Term of Agreement Up to 10 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 Common Equity Interest This equity interest was obtained by exchanging a prior debt obligation with General Motors. See “Debt Agreements” table for more information. — Perpetual Continued on next page. QUARTERLY REPORT TO CONGRESS I OCTOBER 27, 2011 EQUITY AGREEMENTS AS OF 9/30/2011 TARP Program AIFP AIFP AIFP PPIP CDCI Company Ally Financial Inc. (formerly GMAC) Date of Agreement 12/30/2009 Ally Financial Inc. (formerly GMAC) 12/30/2009 Ally Financial Inc. (formerly GMAC) 12/30/2009 All All 9/30/2009 and later (CONTINUED) Cost Assigned $2.5 billion $1.3 billion $5.5 billion Description of Investment Investment Information Trust Preferred Securities $2.5 billion Trust Preferred purchase warrants that are exercised immediately 5% of trust preferred amount Mandatorily Convertible Preferred Stock $1.3 billion Dividends Term of Agreement 8% Redeemable upon the repayment of the debenture 9% Preferred Stock Purchase Warrants that are exercised immediately 5% of preferred amount Converts to common equity interest after 7 years Common Equity Interesth $5.5 billion Perpetual $10.0 billion Membership interest in a partnership Each of the membership interest will be funded upon demand from the fund manager. — 8 years with the possibility of extension for 2 additional years. $780.2 million Preferred Equity for banks & thrift institutions 5% of risk-weighted assets for banks and bank holding companies. 2% for first eight years, 9% thereafter Perpetual 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 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, 3/31/2011; 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,” 4/26/2010; Treasury, “TARP Community Development Capital Initiative CDFI Credit Unions Senior Securities Summary of Terms of CDCI Senior Securities,” 4/26/2010; Treasury, “TARP’s Community Development Capital Initiative CDFI Subchapter S Corporation Senior Securities Summary of Terms of CDCI Senior Securities,” 4/26/2010; 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 50 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM TABLE 2.7 LARGEST POSITIONS IN WARRANTS HELD BY TREASURY, BY PROGRAM, AS OF 9/30/2011 Participant Transaction Date Current Number of Warrants Outstanding Strike Price Stock Price as of 9/30/2011 11/14/2008 48,253,677 $10.88 $3.33 Capital Purchase Program (“CPP”): Regions Financial Corporation Popular, Inc. 12/5/2008 20,932,836 $6.70 $1.50 12/19/2008 15,510,737 $9.36 $1.07 1/16/2009 6,451,379 $6.20 $.49 The First Bancorp 12/31/2008 5,842,259 $10.88 $12.59 Zions Bancorporation 11/14/2008 5,789,909 $36.27 $14.80 Associated Banc-Corp. 11/21/2008 3,983,308 $19.77 $9.30 Citizens Republic Bancorp, Inc. 12/12/2008 1,757,813 $25.60 $0.15 Synovus Financial Corp. Flagstar Bancorp, Inc. M&T Bank Corporation 12/5/2008 1,218,522 $69.32 $69.90 12/23/2008 97,541 $13.2 $12.38 AIGa 11/25/2008 2,689,938 $50.00 $21.88 AIG 4/17/2009 150 $0.00 $21.88 C Sterling Financial Corporation/Sterling Savings Bank Systemically Significant Failing Institutions (“SSFI”) Program a b 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 M&T Bank Corporation assumed additional warrant positions in conjunction with two acquired CPP investments. These additional positions are 407,542 shares at a strike price of $69.32 and 95,383 shares at a strike price of $518.96. Sources: Treasury, Transactions Report, 10/3/2011, accessed 10/17/2011; Treasury, Dividends and Interest Report, 10/11/2011, accessed 10/17/2011; Treasury, response to SIGTARP data call, 10/5/2011; Market Data, Bloomberg L.P., accessed 10/3/2011. TABLE 2.8 DIVIDENDS, INTEREST, DISTRIBUTION, AND OTHER INCOME PAYMENTS, AS OF 9/30/2011 Dividends Interest Distributiona Other Incomeb Total AGP $442,964,764 $— $— $2,589,197,045 $3,032,161,809 AIFPc 2,740,175,801 1,665,336,675 — 403,000,000 4,808,512,477 ASSP — 31,949,931 — 84,000,000 115,949,931 CDCI 7,072,287 3,447,949 — — 10,520,237 CPPd 11,100,837,665 84,800,789 — 14,489,244,892 25,674,883,346 PPIP — 179,051,215 907,275,642 20,644,319 1,106,971,176 3,004,444,444 — — 1,446,025,527 4,450,469,971 UCSB — 11,628,801 — 25,248,249 36,877,051 SSFIe — — — $411,184,553 411,184,553 Total $17,295,494,961 $1,976,215,360 $907,275,642 $19,468,544,585 $39,647,530,551 TIP Notes: Numbers may not total due to rounding. a Distributions 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 Other 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 million in fees and $246.2 million representing return on securities held in the AIA and ALICO SPVs. Source: Treasury, Transactions Report, 10/3/2011, accessed 10/14/2011; Treasury, Section 105(a) Report, 10/11/2011, accessed 10/14/2011; Treasury, Dividends and Interest Report, 10/11/2011, accessed 10/14/2011; Treasury, response to SIGTARP data call, 10/5/2011. QUARTERLY REPORT TO CONGRESS I OCTOBER 27, 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 has 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 of their first-lien mortgage loans. It provides TARP-funded incentives to offset a portion of the principal reduction provided by the investor.114 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”). 51 52 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 mort- gages are also referred to as having negative equity. • • • 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. Home Affordable Foreclosure Alternatives (“HAFA”) — HAFA is intended to provide incentives to servicers and borrowers to pursue short sales and deeds-inlieu of foreclosure for HAMP-eligible borrowers in cases in which the borrower is unable or unwilling to enter into a modification. Under this program, the servicer releases the lien against the property and the investor waives all rights to seek a deficiency judgment against a borrower who uses a short sale or deedin-lieu when the property is worth less than the outstanding amount of the mortgage.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 September 30, 2011, 19 servicers are participating in 2MP.118 These servicers represent approximately 55% to 60% of the secondlien servicing market.119 Agency-Insured Programs — Similar in structure to Treasury’s HAMP first-lien 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”).120 Treasury provides TARP-funded incentives to encourage modifications under the FHA and RD modification programs. Treasury/FHA Second-Lien Program (“FHA2LP”) — FHA2LP is intended to facilitate refinancing under the FHA Short Refinance Program by reducing second liens. Treasury uses TARP funds to provide incentives to participating servicers and investors who agree to partial or full extinguishment of second liens associated with an FHA refinance.121 FHA Short Refinance Program — This program, which is partially supported by TARP funds, is intended to encourage borrowers to refinance existing underwater mortgage loans that are not currently insured by FHA into FHAinsured 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. 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 Washington, DC, have received approval for aid through the program.122 QUARTERLY REPORT TO CONGRESS I OCTOBER 27, 2011 Status of TARP Funds Obligated to Housing Support Programs Treasury obligated $45.6 billion to housing support programs, of which $2.5 billion, or 5.4%, has been expended as of September 30, 2011.123 Treasury has capped the aggregate amount available to pay servicer, borrower, and investor incentives under MHA programs at $29.9 billion.124 The remaining $15.7 billion is allocated to funding the FHA Short Refinance and HHF programs.125 The amount obligated to each MHA-participating servicer is established pursuant to its Program Participation Cap under its SPA with Treasury.126 Treasury set each servicer’s initial cap by estimating the number of services expected to be performed by each servicer across all housing support programs in which it participates during the term of the SPA. According to Treasury, a servicer’s cap will be adjusted based on several factors: (1) upward or downward, pursuant to a Servicer Cap Model that aims to reallocate funds from servicers that have a relatively large amount of unused funds under their cap to servicers with a relatively small amount of unused funds under their cap, or (2) downward, based on Treasury’s analysis of the servicer’s eligible loan portfolio.127 Table 2.9 shows the breakdown in expenditures and estimated funding allocations for these housing support programs. TABLE 2.9 TARP EXPENDITURES AND ALLOCATIONS BY HOUSING SUPPORT PROGRAMS, AS OF 9/30/2011 ($ BILLIONS) Expenditures Allocations $1.51 $19.1 — 2.0 0.13 1.6 — —a 1.64 22.7 HAFA 0.07 4.1 2MP 0.05 0.1 Treasury FHA-HAMP — 0.2 RD-HAMP — —b HAMP First Lien Modification PRA Modification HPDP UP HAMP Total Allocations FHA2LP FHA Short Refinance HHF Total Allocations — 2.7 0.05 8.1c 0.66 7.6 $2.48 $45.6 Note: Numbers may not total due to rounding. According to Treasury, these numbers are “approximate.” 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 million in fees Treasury will incur for the availability and usage of the $8 billion letter of credit. Source: Treasury, response to SIGTARP data call, 10/5/2011. 53 54 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM As of September 30, 2011, Treasury had active agreements with 112 servicers. Originally, 145 servicers had agreed to participate in MHA.128 According to Treasury, of the $29.9 billion obligated to participating servicers under their SPAs, as of September 30, 2011, $1.5 billion had been spent on completing permanent modifications of first liens (340,300 of which remain active); $50.4 million on completing 6,332 full extinguishments, 1,597 partial extinguishments, and 37,776 permanent modifications of second liens under the 2MP; and $68.9 million on incentives for 18,557 short sales or deeds-in-lieu of foreclosure under HAFA.129 Of the combined amount of incentive payments, according to Treasury, approximately $666.4 million went to pay servicer incentives, $788 million went to pay investor incentives, and $313.3 million went to pay borrower incentives.130 As of September 30, 2011, Treasury had disbursed approximately $655.4 million of the $7.6 billion allocated to state housing finance agencies participating in HHF, most of which has been allocated to administrative expenses.131 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. According to Treasury, there have not been any defaults on the 334 loans refinanced under the FHA Short Refinance program that required Treasury to pay a claim from the letter of credit. However, Treasury has pre-funded a reserve account with $50 million to pay future claims and spent $5 million on administrative expenses.132 The breakdown of TARP-funded expenditures related to housing support programs (not including the GSE-funded portion of HAMP) are shown in Table 2.10. QUARTERLY REPORT TO CONGRESS I OCTOBER 27, 2011 TABLE 2.10 BREAKDOWN OF TARP EXPENDITURES, AS OF 9/30/2011 ($ MILLIONS) HAMP First Lien Modification Incentives Servicer Incentive Payment TARP Expenditures $355.7 Servicer Current Borrower Incentive Payment Annual Servicer Incentive Payment 12.6 259.7 d Investor Current Borrower Incentive Payment Investor Monthly Reduction Cost Sharea 40.7 574.9 Annual Borrower Incentive Paymentd 265.9 HAMP First Lien Modification Incentives Total PRA $1,509.6 —a HPDP $134.5 HAFA Incentives Servicer Incentive Payment $16.0 Investor Reimbursement 7.7 Borrower Relocation 45.2 HAFA Incentives Total $68.9 UP —b HAMP Program Incentives Total $1,713.0 Second-Lien Modification Program Incentives 2MP Servicer Incentive Payment $20.0 2MP Annual Servicer Incentive Payment 0.2 2MP Annual Borrower Incentive Paymentd 0.1 d 2MP Investor Cost Share 13.7 2MP Investor Full Extinguishment 15.2 2MP Investor Partial Extinguishment Second-Lien Modification Program Incentives Total 1.2 $50.4 Treasury/FHA-HAMP Incentives Annual Servicer Incentive Paymentd $2.2 Annual Borrower Incentive Paymentd 2.1 Treasury/FHA-HAMP Incentives Total RD-HAMP FHA2LP FHA Short Refinance (Loss-Coverage) HHF Disbursements TOTAL $4.3 —c — $55.0 $655.4 $2,478.1 Note: Numbers affected by rounding. a PRA has paid $33,645 in incentives. b TARP funds are not used to support the UP program. C Investor Monthly Reduction Cost Share is considered an incentive payment. d Annual incentive payments are paid as long as the loan remains in good standing and has been fully repaid at the time the incentive is paid. Source: Treasury, response to SIGTARP data call, 10/5/2011 and 10/11/2011. 55 56 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.”133 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.134 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.135 Treasury will also compensate investors for reducing the principal on certain underwater mortgages.136 Trial Plan Evaluation Borrowers may be solicited for participation by their servicers or they may request participation in HAMP.137 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:138 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.139 After verifying eligibility and income, the servicer follows the modification steps prescribed by HAMP guidelines to calculate the reduction in the borrower’s 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.140 QUARTERLY REPORT TO CONGRESS I OCTOBER 27, 2011 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.141 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.142 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, before any of the other HAMP modification steps described above, or as part of the PRA.143 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.”144 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.145 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.146 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.147 How Trial Modifications Work Treasury originally intended that HAMP trial period modifications would last three months. Historically, many trial periods have actually lasted longer. According to Treasury, as of September 30, 2011, of a combined total of 90,835 active trials under both GSE and TARP (non-GSE) HAMP, 19,653, or 22%, had lasted more than six months.148 During a trial period, the borrower must make at least three modified payments.149 Under a “trial period plan” (“TPP”), borrowers may qualify for a 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. 57 58 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM permanent modification as long as they make all required payments on time, are eligible, and provide proper documentation, including a modification agreement.150 The terms of these permanent modifications remain fixed for at least five years.151 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.152 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 re-calculation 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.153 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.154 Modification Incentives Originally, 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 to 120 days delinquent, servicers will now receive $1,600.155 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.”156 The new incentive scale will affect all permanent HAMP modifications with a trial period plan effective date on or after October 1, 2011.157 For borrowers whose monthly mortgage payment was reduced through HAMP QUARTERLY REPORT TO CONGRESS I OCTOBER 27, 2011 by 6% or more, servicers also receive annual incentive 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).158 Borrowers whose monthly mortgage payment is reduced through HAMP by 6% or more and who make monthly payments on time earn an annual principal balance reduction of up to $1,000.159 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.160 An investor is entitled to compensation, for up to five years, equal to onehalf 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.161 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%.162 As of September 30, 2011, of the $29.9 billion in TARP funds allocated to the 112 servicers participating in HAMP, approximately 81% was allocated to the 10 largest servicers.163 Table 2.11 outlines these servicers’ relative progress in implementing the HAMP modification programs. TABLE 2.11 TARP INCENTIVE PAYMENTS BY 10 LARGEST SERVICERS, AS OF 9/30/2011 SPA Cap Limit Incentive Payments to Borrowers Incentive Payments to Investors Incentive Payments to Servicers Total Incentive Payments $6,344,073,089 $34,643,420 $102,688,040 $70,013,721 $207,345,181 Wells Fargo Bank, NA 5,126,387,058 42,673,527 107,418,270 97,457,848 247,549,644 J.P. Morgan Chase Bank, NA 3,345,883,295 65,897,844 94,125,292 85,871,164 245,894,300 OneWest Bank 1,836,229,265 11,532,073 43,269,786 27,528,082 82,329,941 Bank of America, NA 1,554,813,000 3,616,580 18,901,766 10,558,939 33,077,285 GMAC Mortgage, Inc. 1,502,475,924 14,701,415 48,452,142 37,483,212 100,636,769 American Home Mortgage Servicing, Inc. 1,307,575,052 16,354,747 59,601,601 45,875,796 121,832,144 Ocwen Financial Corporation, Inc. 1,144,140,562 19,871,707 51,168,936 44,563,785 115,604,428 Litton Loan Servicing LP 1,052,166,911 10,443,968 27,386,531 22,836,042 60,666,540 CitiMortgage, Inc. 1,050,566,341 21,348,143 59,657,897 49,805,102 130,811,142 $24,264,310,497 $241,083,424 $612,670,261 $491,993,690 $1,345,747,375 BAC Home Loans Servicing, LP (Formerly known as Countrywide Home Loans Servicing) Total Note: Numbers may not total due to rounding. Source: Treasury, Transactions Report, 9/28/2011, accessed 10/17/2011. 59 60 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM Modification Statistics As of September 30, 2011, a total of 720,612 mortgages were in active permanent modifications under both TARP (non-GSE) and GSE HAMP. Some 90,835 were in active trial modifications. For borrowers receiving permanent modifications, 98.4% received an interest rate reduction, 58.7% received a term extension, 30.7% received principal forbearance, and 6.4% received principal forgiveness.164 HAMP modification activity, broken out by TARP and GSE loans, is shown in Table 2.12. TABLE 2.12 HAMP MODIFICATION ACTIVITY BY TARP/GSE, AS OF 9/30/2011 TARP GSE Total Trials Started Trials Cancelled Trials Active Trials Converted to Permanent Permanents Cancelled Permanents Active 803,227 343,524 48,556 411,147 70,847 340,300 910,785 422,679 42,279 445,827 65,515 380,312 1,714,012 766,203 90,835 856,974 136,362 720,612 Source: Treasury, responses to SIGTARP data call, 10/19/2011, 10/21/2011. What Happens When a HAMP Modification Is Denied: Servicer Obligations and Borrower Rights For more information on HAMP servicer obligations and borrower rights, see SIGTARP’s April 2011 Quarterly Report, pages 67-76. 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. Borrowers must receive a Non-Approval Notice if they are not approved for a HAMP modification and can request reconsideration or re-evaluation if they believe one or more NPV analysis inputs is incorrect or if they experience a change in circumstance. Servicers are obligated 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) were required to assign a single point of contact to borrowers potentially eligible for evaluation under HAMP, HAFA, or UP.165 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, 2011.166 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. QUARTERLY REPORT TO CONGRESS I OCTOBER 27, 2011 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 and the servicer determines that it will evaluate the borrower for HAMP, HAFA or UP.167 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. 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.168 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 webbased 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 NonApproval 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.”169 61 62 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM Home Price Decline Protection (“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.170 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. 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.171 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 September 30, 2011, according to Treasury, approximately $134.5 million in TARP funds had been paid to investors. According to Treasury, 83,028 loans have received HPDP investor incentives.172 Principal Reduction Alternative (“PRA”) PRA is intended to provide investors with incentive payments to encourage them to forgive principal for significantly underwater mortgages. PRA is applicable only to loans modified under TARP-funded HAMP, and therefore does not cover loans owned, guaranteed, or insured by Freddie Mac or Fannie Mae, which through their conservator, FHFA, have refused to participate in the program.173 Treasury reported to SIGTARP that as of September 30, 2011, 47,614 borrowers have received modifications through 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 63 QUARTERLY REPORT TO CONGRESS I OCTOBER 27, 2011 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 How PRA Works 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.181 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.182 If the standard waterfall produces a positive NPV result, the servicer must modify the loan.183 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 PRAeligible borrowers for such assistance.184 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.185 According to Treasury, as of September 30, 2011, Treasury had paid $33,645 in PRA incentives.186 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.187 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.188 TABLE 2.13 PRA INCENTIVES TO INVESTORS PER DOLLAR OF LOAN PRINCIPAL REDUCED Mark-to-Market Loan-to-Value Ratio (“LTV”) Rangea 105% to 115% 115% to 140% > 140% Incentive Amounts $0.21 $0.15 $0.10 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-mark 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 3.3,” 9/1/2011, www.hmpadmin.com/portal/programs/docs/hamp_servicer/ mhahandbook_33.pdf, accessed 10/17/2011. 64 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM 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. 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.189 Home Affordable Unemployment Program (“UP”) UP, which was announced on March 26, 2010, provides temporary assistance to borrowers whose hardship is related to unemployment.190 Under the program, unemployed borrowers who meet certain qualifications can receive forbearance for a portion of their mortgage payments. Originally, the forbearance period was a minimum of three months, unless the borrower found work during this time. However, on July 7, 2011, Treasury announced that it would increase the minimum UP forbearance period from 3 months to 12 months, effective October 1, 2011. The extended term will be subject to investor and regulatory guidance. Servicers must consider any borrowers who are already in UP when the change goes into effect for an extension to 12 months. Treasury also made the UP program available to unemployed borrowers who are seriously delinquent (overdue by more than three months).191 As of August 31, 2011, which according to Treasury is the latest data available, 5,880 borrowers were actively participating in UP.192 Who Is Eligible Borrowers who receive unemployment benefits and also request assistance under HAMP must be evaluated by servicers for an UP forbearance plan and, if eligible, offered one. Originally, a borrower who was seriously delinquent (three months or more overdue) was not eligible for UP. However, on July 25, 2011, Treasury removed that restriction. Servicers are not required to offer an UP forbearance plan to borrowers who are more than 12 months delinquent at the time of the UP request.193 Alternatively, the servicers may evaluate unemployed borrowers for HAMP and offer a HAMP trial period plan instead of an UP forbearance plan if, in the servicer’s business judgment, HAMP is the better loss mitigation option. If an unemployed borrower is offered a trial period plan but requests UP forbearance instead, the servicer may then offer UP, but is not required to do so.194 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.195 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.196 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.197 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.198 QUARTERLY REPORT TO CONGRESS I OCTOBER 27, 2011 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.199 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.200 Home Affordable Foreclosure Alternatives (“HAFA”) HAFA provides incentives to servicers, borrowers, and subordinate lien holders to encourage a short sale or deed-in-lieu of foreclosure as an alternative to foreclosure.201 Under HAFA, the servicer forfeits the ability to pursue a deficiency judgment against a borrower when the proceeds from the short sale or deed-inlieu are less than the outstanding amount on the mortgage.202 HAFA incentives include 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.203 The program was announced on November 30, 2009, and went into effect on April 5, 2010.204 Treasury has allocated $4.1 billion from its MHA funding for this program.205 Treasury allows each servicer participating in HAFA to determine its own policies for borrower eligibility and many other aspects of how it operates the program. After October 15, 2011, borrowers will be able to find the eligibility criteria and other unique rules used by their servicer on the servicer’s website. Treasury will post the location of this information on www.MakingHomeAffordable. gov.206 On August 9, 2011, Treasury changed its policies to require servicers to notify eligible borrowers in writing about the availability of the HAFA program. After this notification, servicers must now allow the borrower a minimum of 14 calendar days to request to be considered for HAFA.207 Under HAFA, the borrower provides evidence of hardship by completing and executing a Hardship Affidavit or RMA. Servicers are not 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.208 The $3,000 relocation incentive paid to the borrower is intended to assist with moving expenses, although a recent policy change by Treasury allows borrowers to use this incentive to cover the cost of legal representation, overdue utility bills, and minor property repairs as well.209 To receive the relocation incentive, 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.210 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 For more information on additional UP eligibility criteria, see SIGTARP’s April 2011 Quarterly Report, pages 80-81. 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. 65 66 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM 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.211 Borrowers do not actually have to move out of their homes in order to receive the $3,000 relocation incentive.212 After a borrower relinquishes title to the home to the servicer, the servicer can allow the borrower to remain in the home as a renter (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.213 As of September 30, 2011, approximately $68.9 million from TARP had been paid to investors, borrowers, and servicers in connection with 18,557 short sales or deeds-in-lieu of foreclosure transfers completed under HAFA.214 As of August 31, 2011, the latest data available, Treasury reported that the 10 largest servicers alone had completed 138,189 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.215 The greater volume of activity outside HAFA 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”) 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. 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 may 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.216 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.217 There is no minimum UPB for a full extinguishment of a second lien under 2MP. For a second-lien 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% 67 QUARTERLY REPORT TO CONGRESS I OCTOBER 27, 2011 interest 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.218 The servicer receives a $500 incentive payment upon modification of a second lien. If a borrower’s monthly second-lien payment is reduced by 6% or more, the servicer is eligible for an annual incentive payment of $250 per year for up to three years, and the borrower is eligible for an annual principal balance reduction payment of up to $250 per year for up to five years.219 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 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.220 However, the incentives may be paid under certain conditions.221 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.222 As of September 30, 2011, according to Treasury, approximately $50.4 million in TARP funds had been paid to servicers and investors in connection with 45,705 loan extinguishments and modifications under 2MP.223 Agency-Insured Loan Programs (Treasury/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 incentive and servicers are eligible to receive a maximum $1,000 incentive from Treasury on mortgages in which the monthly payment was reduced by at least 6%.224 Incentive payments to servicers are paid annually for the first 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.225 Unlike HAMP, no payments are made to investors because they already have the benefit of a Government loan guarantee.226 In order to participate in these programs, servicers that previously executed a SPA TABLE 2.14 2MP COMPENSATION PER DOLLAR OF LOAN PRINCIPAL EXTINGUISHED Combined Loanto-Value (“CLTV”) Ratio Rangea Incentive Amounts < 115% 115% to 140% > 140% $0.21 $0.15 $0.10 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 CLTV ratio. a Combined Loan-to-Value 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, “MHA Handbook for Servicer of Non-GSE Mortgages, Version 3.3,” 9/1/2011, https://www.hmpadmin. com/portal/programs/docs/hamp_servicer/mhahandbook_33. pdf, accessed 10/17/2011. 68 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM were required to execute — by October 3, 2010 — an Amended and Restated SPA or an additional Service Schedule that includes Treasury/FHA-HAMP or RDHAMP.227 As of September 30, 2011, according to Treasury, approximately $4.3 million in TARP funds had been paid to servicers and borrowers in connection with 4,009 permanent Treasury/FHA-HAMP modifications. According to Treasury, no TARP funds have been spent on incentive payments under RD-HAMP and there have been no modifications under the program.228 VA-HAMP follows the typical HAMP modification procedure, aiming to reduce monthly mortgage payments to 31% of a borrower’s gross monthly income.229 However, VA-HAMP modifications do not have a trial period. The modification agreement immediately changes the installment amount of the mortgage payment.230 Treasury does not provide incentive compensation related to VAHAMP.231 VA-HAMP also does not require servicers to sign a SPA.232 TABLE 2.15 Treasury/FHA Second-Lien Program (“FHA2LP”) TREASURY FHA2LP COMPENSATION PER DOLLAR OF LOAN PRINCIPAL EXTINGUISHED According to Treasury, FHA2LP, which was launched on September 27, 2010, was designed to complement the FHA Short Refinance Program (described below) by providing incentives for partial or full extinguishment of second liens associated with an FHA refinance.233 Treasury has allocated TARP support in the amount of $2.7 billion to make incentive payments to servicers and holders of existing second liens for partial or full extinguishments under FHA2LP.234 According to Treasury, as of September 30, 2011, it had not made any incentive payments under FHA2LP, and no second liens had been extinguished.235 To be eligible for FHA2LP, a homeowner must meet the eligibility requirements of the FHA Short Refinance Program. Additionally, second liens must have been originated on or before January 1, 2009; be immediately subordinated 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. 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 subordinatelien loan.236 TARP has allocated $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.237 Mark-to-Market Loan-to-Value Ratio (“LTV”) Rangea 105% to 115% 115% to 140% > 140% Incentive Amounts $0.21 $0.15 $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 10/21/2011. For more information concerning FHA2LP eligibility, see SIGTARP’s April 2011 Quarterly Report, pages 85-87. Servicer Quality Assurance Program 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.238 The QA team must conduct reviews QUARTERLY REPORT TO CONGRESS I OCTOBER 27, 2011 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.239 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 2011.240 The assessment for the second quarter of 2011 was published in the July 2011 MHA Program Report, which was issued on September 1, 2011. Some assessment data was carried over from the prior quarter.241 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 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.242 Program results are reported for 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 not scored, but instead is compared with the best and worst performances of all evaluated MHA servicers.243 The servicers are also rated on the effectiveness of their internal controls in each of the three categories. 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.244 In the second quarter 2011 assessment, Treasury determined that Bank of America, N.A. and J.P. Morgan Chase Bank, N.A. required substantial improvement and said it would continue to withhold incentives from these two servicers.245 As of September 30, 2011, Bank of America and J.P. Morgan Chase had approximately $24.7 million and $37.8 million, respectively, in incentives withheld in connection with the servicer assessments.246 Both banks received the same rating in the first quarter 2011 assessment.247 According to Treasury, Wells Fargo, N.A. and Ocwen Loan Servicing, LLC improved their ratings in the second quarter of 2011. Treasury found that they needed moderate improvement compared with needing substantial improvement 69 70 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM For more information on MHA Servicer Assessments, see Section 4: “SIGTARP Recommendations” of this report. in the previous quarter. Treasury said it would release to Wells Fargo $21 million in incentives that had been withheld because of the servicer’s first quarter 2011 performance.248 Treasury did not withhold incentives from Ocwen in the first quarter of 2011. The second quarter assessment also found that three other servicers required moderate improvement: American Home Mortgage Servicing, Inc.; CitiMortgage, Inc.; and Select Portfolio Servicing. Treasury determined that three servicers needed minor improvement: GMAC Mortgage, LLC; Litton Loan Servicing, LP; and OneWest Bank. Treasury did not withhold or reduce incentives for the eight servicers that were rated as needing moderate or minor improvement.249 FHA Short Refinance Program 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 eligibility, see SIGTARP’s April 2011 Quarterly Report, pages 85-87. On March 26, 2010, Treasury and HUD announced the FHA Short Refinance program, which gives borrowers the option of refinancing an underwater, nonFHA-insured mortgage into an FHA-insured mortgage at 97.75% of the home’s value. The program was launched on September 7, 2010. Treasury has allocated TARP support for the program 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; and (2) up to $117 million in fees Treasury will incur for the availability and use of the letter of credit.250 FHA Short Refinance is voluntary for servicers; therefore, not all underwater borrowers who qualify may be able to participate in the program.251 As of September 30, 2011, according to Treasury, 334 loans had been refinanced under the program.252 According to Treasury, there have been no defaults on these loans as of September 30, 2011 where Treasury has been required to pay a portion of the claim. However, Treasury informed SIGTARP that it does not receive performance data from FHA due to a “lack of volume” in the program, and that “it is possible that one or more FHA Short Refinance Loans have defaulted but FHA has not yet evaluated a claim payment submitted by the respective investor.”253 Treasury has deposited $50 million into a reserve account for future claims.254 It has also spent approximately $5 million on administrative expenses associated with the letter of credit.255 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.256 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.257 QUARTERLY REPORT TO CONGRESS I OCTOBER 27, 2011 How FHA Short Refinance Works Servicers must first determine the current value of the home pursuant to FHA underwriting standards, which requires 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%.258 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% of the home’s value).259 The 115% cap applies to all mortgage liens on the property. 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.260 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.261 This percentage varies from year to year and is set according to a formula derived by the Office of Management and Budget (“OMB”).262 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.263 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.264 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.265 Plans to use these funds were approved on June 23, 2010.266 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 71 72 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM 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 2009.267 Plans to use these funds were approved on August 3, 2010.268 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.269 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.270 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, also received funding.271 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.”272 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, 2010.273 Plans to use to these funds were approved on September 23, 2010.274 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.275 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.”276 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 July 28, 2011, several states have reallocated funds, modified or eliminated existing programs, or established new HHF programs with Treasury approval, bringing the total number of HHF programs in 18 states and Washington, DC, as of September 30, 2011, to 54.277 Table 2.16 shows the obligation of funds and funds drawn for states participating in the four rounds of HHF as of September 30, 2011. As of that date, the states had drawn down $655.4 million under the program. According to the latest data available from the states and Treasury as of June 30, 2011, the states had spent only a limited portion of the amount drawn on assisting borrowers; see Table 2.17. The majority of the amount drawn is held as unspent cash-on-hand.278 QUARTERLY REPORT TO CONGRESS I OCTOBER 27, 2011 TABLE 2.16 HHF FUNDING OBLIGATED AND DRAWDOWNS BY STATE, AS OF 9/30/2011 Recipient Amount Obligated Amount Drawn* Alabama $162,521,345 $8,000,000 Arizona 267,766,006 21,255,000 California 1,975,334,096 217,490,000 Florida 1,057,839,136 36,900,000 Georgia 339,255,819 38,200,000 Illinois 445,603,557 11,500,000 Indiana 221,694,139 22,000,000 Kentucky 148,901,875 14,000,000 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 78,000,000 Ohio 570,395,099 65,600,000 Oregon 220,042,786 59,501,070 Rhode Island 79,351,573 13,000,000 South Carolina 295,431,547 7,500,000 Tennessee 217,315,593 12,315,593 Washington, DC Total 20,697,198 2,434,860 $7,600,000,000 $655,374,610 Source: Treasury, response to SIGTARP data call, 10/5/2011. *A mount Drawn includes funds for program expenses (direct assistance to borrowers), administrative expenses, and cash-on-hand. As of June 30, 2011, which according to Treasury is the latest data available, 18 of the 19 HFAs participating in HHF had provided $42.4 million in assistance to 7,389 unique borrowers under their HHF programs since inception.279 Of the 19 HHF recipients, only New Jersey had not spent any funds on borrower assistance as of June 30, 2011.280 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 third quarter of 2011 will be posted on November 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 June 30, 2011. 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. 73 74 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM TABLE 2.17 HHF ESTIMATED AND ACTUAL NUMBER OF BORROWERS ASSISTED AND ASSISTANCE PROVIDED, BY STATE, AS OF 6/30/2011 State Alabama Arizona Estimated Number of Participating Households to be Assisted by 12/31/2017* Actual Borrowers Receiving Assistance as of 6/30/2011** Assistance Provided as of 6/30/2011** 8,500 374 $1,227,739 8,236 to 11,742 78 1,822,815 California 101,337 1,022 8,086,989 Florida 106,000 39 1,043,991 Georgia 18,300 233 69,366 16,000 to 27,000 3 19,710 16,257 7 65,340 Kentucky 6,250 to 13,000 211 731,020 Michigan 49,422 860 2,885,620 3,800 1 12,755 23,556 to 25,540 115 631,796 6,900 — — Illinois Indiana Mississippi Nevada New Jersey North Carolina 22,290 926 5,840,091 Ohio 63,485 1,596 11,360,527 Oregon 13,280 1,010 2,448,310 5,042 475 4,408,929 21,100 to 34,100 237 851,515 Rhode Island South Carolina Tennessee Washington, DC Total: 11,211 163 590,664 540 to 1,000 39 283,076 501,506 to 538,206 7,389 $42,380,253 * Source: Estimates are from the latest HFA Participation Agreements as of 6/30/2011. Later amendments are not included for consistency with Quarterly Performance reporting. States report the Estimated Number of Participating Households individually for each HHF program they operate. This column shows the totals of the individual program estimates for each state. Therefore, according to Treasury, these totals do not necessarily translate into the number of unique households that the states expect to assist because some households may participate in more than one HHF program. ** Source: Second quarter 2011 HFA Performance Data quarterly reports and Second Quarter 2011 HFA Aggregate Quarterly Report. Both sources are as of 6/30/2011. QUARTERLY REPORT TO CONGRESS I OCTOBER 27, 2011 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 these six programs. To help improve the capital structure of some struggling TARP recipients, Treasury has agreed to modify its investment in certain cases by converting the preferred stock it originally received into other forms of equity, such as common stock or mandatorily convertible preferred stock.281 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.282 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.283 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.284 In total, Treasury invested $204.9 billion of TARP funds in 707 QFIs through CPP.285 According to Treasury, through September 30, 2011, 263 banks – including 10 with the largest CPP investments and 137 that refinanced into SBLF – had fully repaid CPP through repurchases of all of their preferred shares or through sales of common stock. In addition, 28 banks had converted their CPP investments into CDCI. Table 2.20 provides a list of institutions that refinanced their CPP investments into SBLF. In addition, 12 banks have partially repaid by purchasing a portion of their preferred shares from Treasury.286 Some CPP recipients have also failed, filed bankruptcy, or had Treasury’s CPP investment restructured or been sold at a discount. According to Treasury, an additional 11 CPP investments have been sold for less than their par value and 13 are in various stages of bankruptcy or receivership.287 75 76 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM FIGURE 2.2 SNAPSHOT OF CPP FUNDS OUTSTANDING AND REPAID, BY QUARTER ($ BILLIONS) 198.8 0.4 203.2 204.6 204.9 204.9 204.9 204.9 204.9 204.9 204.9 204.9 177.5 198.4 70.1 70.7 121.9 135.8 146.9 152.8 167.9 179.1 180.6 184.9 177.5 200 150 100 115.0 115.0 133.1 133.9 83.0 50 0 69.1 58.0 52.1 37.0 25.9 24.3 20.0 Q308 Q408 Q109 Q209 Q309 Q409 Q110 Q210 Q310 Q410 Q111 Q211 Q311 CPP Funds Outstanding at Quarter’s End CPP Funds Repaid at Quarter’s End Note: Numbers affected by rounding. Source: Treasury, Transactions Report, 10/3/2011. 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 ten largest investments accounted for $142.6 billion of the program, CPP made many smaller investments: 331 of 707 recipients received $10 million or less.288 Table 2.18 and Table 2.19 show the distribution of investments by amount. TABLE 2.18 CPP INVESTMENT SUMMARY BY TRANSACTION, AS OF 9/30/2011 Total Investment Largest Capital Investment Originala 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 $43.7 million Median Capital Investment $10.3 million $10 million Notes: Data as of 9/30/2011. 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, 10/3/2011. QUARTERLY REPORT TO CONGRESS I OCTOBER 27, 2011 TABLE 2.19 CPP INVESTMENT SIZE BY INSTITUTION, AS OF 9/30/2011 $10 billion or more Originala Outstandingb 6 0 $1 billion to $10 billion 19 2 $100 million to $1 billion 57 23 Less than $100 million 625 365 Total 707 390 Notes: Data as of 9/30/2011. 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, 10/3/2011; Treasury, response to SIGTARP data call, 10/5/2011. According to Treasury, as of September 30, 2011, $184.9 billion of the principal (or 90.2%) has been repaid under the program, leaving $20 billion outstanding. Of the repaid amount, $355.7 million was converted from CPP investments into CDCI and therefore still represents outstanding obligations to TARP, and $2.2 billion was converted from CPP investments into SBLF, which is not a TARP program.289 In addition, Treasury had received approximately $11.2 billion in interest and dividends from CPP recipients. Treasury also had received $7.6 billion through the sale of CPP warrants that were obtained from TARP recipients.290 Figure 2.2 provides a snapshot of CPP funds outstanding and associated repayments. For a complete list of CPP share repurchases, see Appendix D: “Transaction Detail.” 77 78 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM TABLE 2.20 CPP BANKS REFINANCING INTO SBLF, AS OF 9/30/2011 Institution 1st Enterprise Banka Adbanc, Inc AMB Financial Corp. AmeriBank Holding Company AmeriServ Financial, Inc.b CPP Principal Investment CPP Warrant Disposition Proceeds SBLF Investment Date SBLF Principal Investment $10,400,000 $220,000 9/1/2011 $16,400,000 12,720,000 636,000 7/21/2011 21,905,000 3,674,000 184,000 9/22/2011 3,858,000 2,492,000 125,000 9/15/2011 5,347,000 8/11/2011 21,000,000 21,000,000 Avenue Financial Holdings, Inc. 7,400,000 370,000 9/15/2011 18,950,000 BancIndependent, Inc. 21,100,000 1,055,000 7/14/2011 30,000,000 Bancorp Financial, Inc. 13,669,000 410,000 8/18/2011 14,643,000 Bank of Commerce Holdings 17,000,000 9/27/2011 20,000,000 BankFirst Capital Corporation 15,500,000 775,000 9/8/2011 20,000,000 Banner County Ban Corporation 795,000 40,000 7/28/2011 2,427,000 Bern Bancshares, Inc. 985,000 50,000 9/1/2011 1,500,000 Birmingham Bloomfield Bancshares, Inc. 3,379,000 82,000 7/28/2011 4,621,000 BNC Financial Group, Inc. 4,797,000 240,000 8/4/2011 10,980,000 BOH Holdings, Inc. 10,000,000 500,000 7/14/2011 23,938,350 Brotherhood Bancshares, Inc. 11,000,000 550,000 9/15/2011 16,000,000 Cache Valley Banking Company 9,407,000 238,000 7/14/2011 11,670,000 California Bank of Commerce 4,000,000 200,000 9/15/2011 11,000,000 6,251,000 313,000 9/8/2011 6,251,000 6,500,000 263,000 7/21/2011 9,681,000 9/15/2011 11,250,000 a a Cardinal Bancorp II, Inc. Catskill Hudson Bancorp, Inc. a Center Bancorp, Inc. 10,000,000 Central Bancorp, Inc.b 10,000,000 8/25/2011 10,000,000 Central Valley Community Bancorpb 7,000,000 185,017 8/18/2011 7,000,000 Centric Financial Corporation 6,056,000 182,000 7/14/2011 7,492,000 Centrix Bank & Trust 7,500,000 375,000 7/28/2011 24,500,000 3,000,000 150,000 Citizens Community Bank 7/28/2011 4,000,000 Citizens South Banking Corporation 20,500,000 9/22/2011 20,500,000 CoBiz Financial Inc.b 64,450,000 9/8/2011 57,366,000 Codorus Valley Bancorp, Inc. b Columbine Capital Corp. 16,500,000 526,604 8/18/2011 25,000,000 2,260,000 113,000 9/22/2011 6,050,000 9/15/2011 28,000,000 8/18/2011 30,852,000 Community Bank Shares of Indiana, Inc. 19,468,000 Community First Bancshares Inc. 20,000,000 Community Partners Bancorp 1,000,000 8/11/2011 12,000,000 Community Trust Financial Corporation 24,000,000 1,200,000 7/6/2011 48,260,000 D. L. Evans Bancorp 19,891,000 995,000 9/27/2011 29,891,000 2,639,000 132,000 9/8/2011 3,650,000 b Deerfield Financial Corporation 9,000,000 Continued on next page. QUARTERLY REPORT TO CONGRESS I OCTOBER 27, 2011 CPP BANKS REFINANCING INTO SBLF, AS OF 9/30/2011 (Continued) Institution DNB Financial Corporation Eagle Bancorp, Inc. CPP Principal Investment CPP Warrant Disposition Proceeds SBLF Investment Date SBLF Principal Investment $11,750,000 $458,000 8/4/2011 $13,000,000 38,235,000 7/14/2011 56,600,000 Emclaire Financial Corp.b 7,500,000 8/18/2011 10,000,000 Encore Bancshares, Inc. 34,000,000 b 9/27/2011 32,914,000 Enterprise Financial Services Group, Inc. 4,000,000 200,000 8/25/2011 5,000,000 Equity Bancshares, Inc. 8,750,000 438,000 8/11/2011 16,372,000 700,000 40,000 7/21/2011 700,000 FCB Bancorp, Inc. 9,294,000 465,000 9/22/2011 9,759,000 Financial Security Corporation 5,000,000 250,000 7/21/2011 5,000,000 Financial Services of Winger, Inc. 3,742,000 112,000 9/1/2011 4,069,000 9/1/2011 63,500,000 3,345,000 167,000 7/21/2011 3,345,000 10,000,000 500,000 Farmers State Bankshares, Inc. First Bancorp 65,000,000 b First Bank of Charleston, Inc. First Bankers Trustshares, Inc. First Busey Corporationb 100,000,000 First California Financial Group, Inc 9/8/2011 10,000,000 8/25/2011 72,664,000 25,000,000 599,042 7/14/2011 25,000,000 First Colebrook Bancorp, Inc. 4,500,000 225,000 9/22/2011 8,623,000 First Financial Bancshares, Inc. 3,756,000 113,000 9/22/2011 3,905,000 First Guaranty Bancshares, Inc. 20,699,000 1,030,000 9/22/2011 39,435,000 First Menasha Bancshares, Inc. 4,797,000 240,000 9/15/2011 10,000,000 9/22/2011 90,782,940 8/4/2011 37,935,000 First Merchants Corporation 116,000,000 First NBC Bank Holding Company 17,836,000 First Northern Community Bancorp 17,390,000 892,000 9/15/2011 22,847,000 First Resource Bank a 5,017,000 130,000 9/15/2011 5,083,000 First Texas BHC, Inc. 13,533,000 677,000 9/15/2011 29,822,000 9,495,000 475,000 9/22/2011 15,360,000 12,000,000 600,000 9/15/2011 12,600,000 Fortune Financial Corporation 3,100,000 155,000 9/15/2011 3,255,000 Grand Capital Corporation 4,000,000 200,000 9/8/2011 5,200,000 Florida Business BancGroup, Inc. FNB Bancorp GrandSouth Bancorporation 15,319,000 450,000 9/8/2011 15,422,000 58,000,000 6,436,364 8/18/2011 57,943,000 Guaranty Bancorp, Inc. 6,920,000 346,000 9/15/2011 7,000,000 Gulfstream Bancshares, Inc. 7,500,000 375,000 8/18/2011 7,500,000 Heartland Financial USA, Inc. 81,698,000 1,800,000 9/15/2011 81,698,000 Heritage Bankshares, Inc. 10,103,000 303,000 8/11/2011 7,800,000 5,450,000 155,000 9/22/2011 6,853,000 8/25/2011 12,500,000 a Great Southern Bancorpb Highlands Bancorp, Inc. a Horizon Bancorp 25,000,000 Continued on next page. 79 80 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM CPP BANKS REFINANCING INTO SBLF, AS OF 9/30/2011 (Continued) CPP Principal Investment CPP Warrant Disposition Proceeds SBLF Investment Date SBLF Principal Investment $5,983,000 $299,000 9/22/2011 $12,562,000 Illinois State Bancorp, Inc. 10,272,000 406,000 9/22/2011 13,368,000 Katahdin Bankshares Corp. 10,449,000 522,000 8/18/2011 11,000,000 Liberty Bancshares, Inc. (AR) 57,500,000 2,875,000 7/21/2011 52,500,000 Liberty Bancshares, Inc. (MO) 21,900,000 1,095,000 8/18/2011 22,995,000 Magna Bank 13,795,000 690,000 8/18/2011 18,350,000 6,000,000 300,000 8/18/2011 6,000,000 Institution Howard Bancorp, Inc. a McLeod Bancshares, Inc. Medallion Bank 21,498,000 645,000 7/21/2011 26,303,000 Mercantile Capital Corp. 3,500,000 175,000 8/4/2011 7,000,000 Merchants and Manufacturers Bank Corporation 3,510,000 176,000 9/8/2011 6,800,000 Merchants and Planters Bancshares, Inc. 1,881,000 94,000 9/8/2011 2,000,000 a MidSouth Bancorp, Inc. 20,000,000 8/25/2011 32,000,000 Moneytree Corporation 9,516,000 476,000 9/15/2011 9,992,000 4,734,000 237,000 8/11/2011 11,355,000 32,382,000 900,194 8/25/2011 28,923,000 b Monument Bank MutualFirst Financial, Inc.b New Hampshire Thrift Bancshares, Inc. 10,000,000 8/25/2011 20,000,000 Nicolet Bankshares, Inc. 14,964,000 748,000 9/1/2011 24,400,000 Northway Financial, Inc. 10,000,000 500,000 9/15/2011 23,593,000 Oak Valley Bancorpb 13,500,000 560,000 8/11/2011 13,500,000 Pacific Coast Bankers’ Bancshares 11,600,000 580,000 7/28/2011 11,960,000 9/1/2011 13,000,000 9/1/2011 20,000,000 b Pathfinder Bancorp, Inc. 6,771,000 Penn Liberty Financial Corp. 9,960,000 498,000 Peoples Bancorp 18,000,000 900,000 8/4/2011 18,000,000 PFSB Bancorporation, Inc. 1,500,000 71,000 8/25/2011 1,500,000 PlainsCapital Corporation 87,631,000 4,382,000 9/27/2011 114,068,000 4,000,000 175,000 9/15/2011 4,250,000 Puget Sound Bank 4,500,000 225,000 8/11/2011 9,886,000 QCR Holdings, Inc. 38,237,000 9/15/2011 40,090,000 Providence Bank Redwood Capital Bancorp 3,800,000 190,000 7/21/2011 7,310,000 Redwood Financial, Inc. 2,995,000 150,000 8/18/2011 6,425,000 Regent Capital Corporation 2,655,000 133,000 7/21/2011 3,350,000 Salisbury Bancorp, Inc. 8,816,000 8/25/2011 16,000,000 SBT Bancorp, Inc. 4,000,000 8/11/2011 9,000,000 Seacoast Commerce Bank 1,800,000 90,000 9/1/2011 4,000,000 Security Business Bancorp 5,803,000 290,000 7/14/2011 8,944,500 b 200,000 Continued on next page. QUARTERLY REPORT TO CONGRESS I OCTOBER 27, 2011 CPP BANKS REFINANCING INTO SBLF, AS OF 9/30/2011 (Continued) CPP Principal Investment CPP Warrant Disposition Proceeds SBLF Investment Date SBLF Principal Investment Security California Bancorp $6,815,000 $341,000 9/15/2011 $7,200,000 Security State Bancshares, Inc. Institution 12,500,000 625,000 9/22/2011 22,000,000 Southern Heritage Bancshares, Inc. 4,862,000 243,000 9/8/2011 5,105,000 Southern Illinois Bancorp, Inc. 5,000,000 250,000 8/25/2011 9,000,000 Southern Missouri Bancorp, Inc.b 9,550,000 7/21/2011 20,000,000 Sovereign Bancshares, Inc. 18,215,000 911,000 9/22/2011 24,500,000 Steele Street Bank Corporation 11,019,000 331,000 9/1/2011 11,350,000 Stewardship Financial Corporation 10,000,000 9/1/2011 15,000,000 Summit State Bank b Sword Financial Corporation TCB Corporation The ANB Corporation The Elmira Savings Bank, FSBb 8,500,000 315,000 8/4/2011 13,750,000 13,644,000 682,000 9/15/2011 17,000,000 9,720,000 292,000 9/8/2011 8,640,000 20,000,000 1,000,000 8/25/2011 37,000,000 8/25/2011 14,063,000 8/18/2011 20,000,000 9,090,000 The Landrum Company 15,000,000 750,000 The Private Bank of California 5,450,000 273,000 9/1/2011 10,000,000 The State Bank of Bartley 1,697,000 51,000 9/22/2011 2,380,000 The Victory Bancorp, Inc. 2,046,000 61,000 9/22/2011 3,431,000 a TowneBank 76,458,000 9/22/2011 76,458,000 3,700,000 185,000 9/22/2011 5,000,000 Tri-County Financial Corporation 15,540,000 777,000 9/22/2011 20,000,000 Two Rivers Financial Group, Inc. 12,000,000 600,000 9/1/2011 23,240,000 UBT Bancshares, Inc. 8,950,000 450,000 8/11/2011 16,500,000 Union Bank & Trust Company a 6,191,000 160,000 9/22/2011 6,200,000 United Financial Banking Companies, Inc. 5,658,000 283,000 9/15/2011 3,000,000 Valley Financial Group, Ltd. 1,300,000 65,000 9/22/2011 2,000,000 Veritex Holdings, Inc.(Fidelity Resources Company) 3,000,000 150,000 8/25/2011 8,000,000 110,000,000 5,500,000 9/15/2011 89,142,000 WashingtonFirst Bankshares, Inc. 13,475,000 332,000 Western Alliance Bancorporation 140,000,000 Triad Bancorp, Inc. W.T.B. Financial Corporation a York Traditions Bank TOTAL a b 4,871,000 244,000 $2,240,465,000 $62,394,221 8/4/2011 17,796,000 9/27/2011 141,000,000 7/14/2011 5,115,000 $2,689,763,790 Institution received multiple investments under CPP. As of the drafting of this report, Treasury still held warrants to purchase common stock in this institution. Sources: Treasury, Transactions Report, 10/3/2011, www.treasury.gov/initiatives/financial-stability/briefing-room/reports/tarp-transactions/DocumentsTARPTransactions/10-3-11%20 Transactions%20Report%20as%20of%209-30-11_INVESTMENT.pdf, accessed 10/14/2011; Treasury, SBLF Transactions Report, 9/28/2011, www.treasury.gov/resource-center/sbprograms/DocumentsSBLFTransactions/SBLF_Bi-Weekly_Transactions_Report_THRU_09272011.pdf, accessed 10/14/2011. 81 82 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM Program Administration Although Treasury’s investment authority for CPP has ended, Treasury still has significant responsibilities for managing the existing CPP portfolio, including the following: • • • • TABLE 2.21 MISSED DIVIDEND/INTEREST PAYMENTS BY QFIS, 9/30/2009 TO 9/30/2011 ($ MILLIONS) 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 6/30/2010 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 9/30/2011 193 356.9 Quarter End d 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, Dividends and Interest Report, 10/11/2011; Treasury, responses to SIGTARP data calls, 10/7/2009, 1/12/2010, 4/8/2010, 6/30/2010, and 10/11/2011; SIGTARP Quarterly Report to Congress, 1/30/2010, 4/20/2010, 7/21/2010, 10/26/2010. 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 September 30, 2011, Treasury had received $11.2 billion in dividends and interest on its CPP investments.291 However, as of that date, 193 QFIs had unpaid dividend or interest payments to Treasury totaling approximately $356.9 million, an increase from the 188 QFIs that had unpaid dividend (or interest) payments totaling approximately $320.8 million as of June 30, 2011. Approximately $14.9 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.292 Table 2.21 shows the number of QFIs and total unpaid amount of dividend and interest payments by quarter from September 30, 2009, to September 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 credit score.293 For those that have unfavorable credit 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.”294 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.295 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.”296 These directors will not represent Treasury but have the same fiduciary duties to shareholders as all other directors. They will be compensated by the institution in a manner similar to other QUARTERLY REPORT TO CONGRESS I OCTOBER 27, 2011 directors.297 Treasury has engaged an executive search firm to identify suitable candidates for board of directors positions and has begun interviewing such candidates.298 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 to determine whether additional directors are necessary.299 As of September 30, 2011, Treasury had made director appointments to the board of directors of six CPP banks.300 On July 19, 2011, Treasury announced that it had appointed directors to the board of directors at two CPP institutions. John S. Poelker and Guy Rounsaville, Jr., were elected to the board of directors at First Banks, Inc., Clayton, Missouri, (“First Banks”), which received $30.4 million under CPP. Gerard M. Thomchick was elected to the board of directors at Royal Bancshares of Pennsylvania, Inc., Narberth, Pennsylvania, (“Royal Bancshares”), which received $295.4 million under CPP.301 According to an October 7, 2011, filing with the SEC, Royal Bancshares announced that Treasury’s second appointee, Wayne Huey, Jr., was elected to its board of directors on September 30, 2011.302 Prior to these elections, both First Banks and Royal Bancshares had missed eight quarterly dividend payments for which the values of unpaid amounts were $32.2 million and $3 million, respectively.303 According to a September 21, 2011, filing with the SEC, Centrue Financial Corporation, Saint Louis, Missouri (“Centrue”), announced that it had approved Treasury’s appointee, Richard “Chan” Peterson, to its board of directors.304 The appointment remains subject to final regulatory approval or non-objection. Centrue received $32.7 million under CPP and had missed nine quarterly dividend payments prior to the director appointment.305 According to Treasury, on September 16, 2011, it appointed Paul Clabuesch to the board of Rogers Bancshares, Little Rock, Arkansas (“Rogers”).306 Rogers received $25 million under CPP and had missed eight quarterly dividend payments prior to the director appointment.307 According to filings with the SEC on September 21, 2011, and October 5, 2011, Citizens Republic Bancorp, Inc., Flint, Michigan (“Citizens Republic”), approved Treasury’s two board nominees, William M. Fenimore, Jr., and Madeleine L. Champion.308 Citizens Republic received $300 million under CPP and had missed seven quarterly dividend payments prior to the director appointments.309 According to a filing with the SEC on October 3, 2011, Duane Morse and Leonard Rush have been appointed to the board of Anchor Bancorp, Madison, Wisconsin (“Anchor”).310 Anchor received $110 million under CPP and had missed ten quarterly dividend payments prior to the director appointments.311 For institutions that miss five or more dividend (or interest) payments, Treasury has stated that it would seek consent from such institutions to send observers to the institutions’ board meetings.312 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 83 84 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM how the board is addressing the situation.”313 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.314 The findings of the observers are taken into account when Treasury evaluates whether to appoint individuals to an institution’s board of directors.315 As of September 30, 2011, Treasury had assigned observers to 44 CPP recipients.316 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.317 SIGTARP generally includes such activity in Table 2.22 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.318 According to Treasury, as of September 30, 2011, 72 QFIs had missed at least six dividend (or interest) payments (up from 53 last quarter) and 20 banks had missed five dividend (or interest) payments totaling $202.3 million.319 Table 2.22 lists CPP recipients that had unpaid dividend (or interest) payments as of September 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 OCTOBER 27, 2011 TABLE 2.22 CPP RELATED MISSED DIVIDEND AND INTEREST PAYMENTS, AS OF 9/30/2011 Institution Name Dividend or Payment Type Number of Missed Payments Saigon National Bank Non-Cumulative 11 Anchor BanCorp Wisconsin, Inc. Cumulative 10 Blue Valley Ban Corp Cumulative Lone Star Bank Observer Assigned to Board of Directors1 Value of Missed Payments2 Value of Unpaid Amounts2,3,4 $223,138 $223,138 ü 13,979,167 13,979,167 10 ü 2,718,750 2,718,750 Non-Cumulative 10 ü 422,837 422,837 OneUnited Bank Non-Cumulative 10 ü 1,507,875 1,507,875 United American Bank Non-Cumulative 10 1,178,790 1,178,790 Centrue Financial Corporation Cumulative 9 3,675,150 3,675,150 Citizens Bancorp**** Cumulative 9 1,275,300 1,275,300 Dickinson Financial Corporation II Cumulative 9 ü 17,909,820 17,909,820 First Banks, Inc. Cumulative 9 ün 36,223,425 36,223,425 Georgia Primary Bank Non-Cumulative 9 ü 561,350 561,350 Grand Mountain Bancshares, Inc. Cumulative 9 ü 370,715 370,715 Idaho Bancorp Cumulative 9 ü 846,113 846,113 Pacific City Financial Corporation Cumulative 9 ü 1,986,525 1,986,525 Premier Service Bank Non-Cumulative 9 ü 487,472 487,472 Royal Bancshares of Pennsylvania, Inc. Cumulative 9 ü 3,420,788 3,420,788 Citizens Commerce Bancshares, Inc. Cumulative 8 686,700 686,700 FC Holdings, Inc. Cumulative 8 ü 2,293,560 2,293,560 Northern States Financial Corporation Cumulative 8 ü 1,721,100 1,721,100 Omega Capital Corp. Cumulative 8 306,980 306,980 One Georgia Bank**** Non-Cumulative 8 605,328 605,328 Pathway Bancorp Cumulative 8 406,180 406,180 Premierwest Bancorp Cumulative 8 ü 4,140,000 4,140,000 Ridgestone Financial Services, Inc. Cumulative 8 ü 1,188,100 1,188,100 Rising Sun Bancorp Cumulative 8 652,120 652,120 Rogers Bancshares, Inc. Cumulative 8 ün 2,725,000 2,725,000 Syringa Bancorp Cumulative 8 ü 872,000 872,000 The Freeport State Bank Non-Cumulative 8 32,800 32,800 Alliance Financial Services, Inc.* Interest 7 1,761,900 1,761,900 BNCCORP, Inc. Cumulative 7 1,916,425 1,916,425 n ü n n ü Continued on next page. 85 86 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM CPP RELATED MISSED DIVIDEND AND INTEREST PAYMENTS, AS OF 9/30/2011 (Continued) Number of Missed Payments Observer Assigned to Board of Directors1 Value of Missed Payments2 Value of Unpaid Amounts2,3,4 $3,409,875 $3,409,875 Institution Name Dividend or Payment Type Cascade Financial Corporation***** Cumulative 7 Cecil Bancorp, Inc. Cumulative 7 ü 1,011,500 1,011,500 Central Virginia Bankshares, Inc. Cumulative 7 ü 996,188 996,188 Citizens Bancshares Co. (MO) Cumulative 7 ü 2,383,500 2,383,500 Citizens Republic Bancorp, Inc. Cumulative 7 ü 26,250,000 26,250,000 City National Bancshares Corporation Cumulative 7 825,913 825,913 Community 1st Bank Non-Cumulative 7 219,729 219,729 Duke Financial Group, Inc.* Interest 7 1,761,900 1,761,900 Fidelity Federal Bancorp Cumulative 7 615,937 615,937 First Security Group, Inc. Cumulative 7 2,887,500 2,887,500 First Sound Bank Non-Cumulative 7 647,500 647,500 First Southwest Bancorporation, Inc. Cumulative 7 524,563 524,563 Integra Bank Corporation Cumulative 7 7,313,775 7,313,775 Intermountain Community Bancorp Cumulative 7 2,362,500 2,362,500 Intervest Bancshares Corporation Cumulative 7 2,187,500 2,187,500 n ü ü ü Investors Financial Corporation of Pettis Interest County, Inc.* 7 587,300 587,300 Monarch Community Bancorp, Inc. Cumulative 7 593,688 593,688 Tennessee Valley Financial Holdings, Inc. Cumulative 7 286,125 286,125 U.S. Century Bank Non-Cumulative 7 ü 4,791,290 4,791,290 Bankers’ Bank of the West Bancorp, Inc. Cumulative 6 ü 1,033,245 1,033,245 Bridgeview Bancorp, Inc. Cumulative 6 ü 3,106,500 3,106,500 Commonwealth Business Bank Non-Cumulative 6 629,550 629,550 First Community Bancshares, Inc (KS)* Cumulative 6 ü 1,209,900 1,209,900 First Trust Corporation Interest 6 ü 2,261,306 2,261,306 FNB United Corp. Cumulative 6 3,862,500 3,862,500 FPB Bancorp, Inc. (FL) Cumulative 6 435,000 435,000 Gold Canyon Bank Non-Cumulative 6 127,005 127,005 Goldwater Bank, N.A. Non-Cumulative 6 279,840 209,880 Gregg Bancshares, Inc. Cumulative 6 67,410 67,410 Heritage Oaks Bancorp Cumulative 6 1,575,000 1,575,000 ü Continued on next page. QUARTERLY REPORT TO CONGRESS I OCTOBER 27, 2011 CPP RELATED MISSED DIVIDEND AND INTEREST PAYMENTS, AS OF 9/30/2011 (Continued) Number of Missed Payments Observer Assigned to Board of Directors1 Value of Missed Payments2 Value of Unpaid Amounts2,3,4 Institution Name Dividend or Payment Type Madison Financial Corporation Cumulative 6 $275,565 $275,565 Midtown Bank & Trust Company Non-Cumulative 6 498,033 426,885 Millennium Bancorp, Inc. Cumulative 6 692,423 593,505 Northwest Bancorporation, Inc. Cumulative 6 858,375 858,375 Patapsco Bancorp, Inc. Cumulative 6 490,500 490,500 Plumas Bancorp Cumulative 6 896,175 896,175 Prairie Star Bancshares, Inc. Cumulative 6 228,900 228,900 Premier Bank Holding Company Cumulative 6 776,625 776,625 Santa Clara Valley Bank, N.A. Non-Cumulative 6 237,075 237,075 Stonebridge Financial Corp. Cumulative 6 ü 897,090 897,090 TCB Holding Company Cumulative 6 ü 958,995 958,995 Timberland Bancorp, Inc. Cumulative 6 1,248,075 1,248,075 1st FS Corporation Cumulative 5 1,023,063 1,023,063 BNB Financial Services Corporation Cumulative 5 510,938 510,938 Boscobel Bancorp, Inc. Interest 5 585,780 585,780 Broadway Financial Corporation Cumulative 5 937,500 937,500 Capital Commerce Bancorp, Inc. Cumulative 5 347,438 347,438 CBS Banc-Corp Cumulative 5 1,655,438 1,655,438 Citizens Bank & Trust Company Non-Cumulative 5 163,500 163,500 Community Bankers Trust Corporation***** Cumulative 5 1,105,000 1,105,000 First Federal Bancshares of Arkansas, Inc. Cumulative 5 1,031,250 1,031,250 Harbor Bankshares Corporation Cumulative 5 595,000 425,000 HomeTown Bankshares Corporation Cumulative 5 667,075 667,075 Market Bancorporation, Inc. Cumulative 5 140,338 140,338 Mercantile Bank Corporation Cumulative 5 1,312,500 1,312,500 MS Financial, Inc. Cumulative 5 526,113 526,113 Pacific International Bancorp Inc. Cumulative 5 406,250 406,250 Pinnacle Bank Holding Company Cumulative 5 298,950 298,950 Premier Financial Corp Interest 5 665,774 665,774 5 579,125 579,125 Provident Community Bancshares, Inc.* Cumulative ü ü Continued on next page. 87 88 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM CPP RELATED MISSED DIVIDEND AND INTEREST PAYMENTS, AS OF 9/30/2011 (Continued) Number of Missed Payments Observer Assigned to Board of Directors1 Value of Missed Payments2 Value of Unpaid Amounts2,3,4 Institution Name Dividend or Payment Type The Queensborough Company Cumulative 5 $817,500 $817,500 Western Community Bancshares, Inc. Cumulative 5 496,688 496,688 CalWest Bancorp Cumulative 4 253,770 253,770 CB Holding Corp. Cumulative 4 224,240 224,240 Central Federal Corporation Cumulative 4 361,250 361,250 Community Bank of the Bay Non-Cumulative 4 72,549 72,549 CSRA Bank Corp. Cumulative 4 130,800 130,800 First Community Bank Corporation of America***** Cumulative 4 534,250 534,250 First Financial Service Corporation Cumulative 4 1,000,000 1,000,000 First United Corporation Cumulative 4 1,500,000 1,500,000 Florida Bank Group, Inc. Cumulative 4 1,115,710 1,115,710 Fort Lee Federal Savings Bank Non-Cumulative 4 70,850 70,850 Great River Holding Company* Interest 4 704,760 704,760 Green Bankshares, Inc. Cumulative 4 3,613,900 3,613,900 Liberty Shares, Inc. Cumulative 4 941,760 941,760 Marine Bank & Trust Company Non-Cumulative 4 163,500 163,500 Maryland Financial Bank Non-Cumulative 4 92,650 92,650 Midwest Banc Holdings, Inc.****,5 Cumulative 4 4,239,200 4,239,200 Old Second Bancorp, Inc. Cumulative 4 3,650,000 3,650,000 Pacific Commerce Bank Non-Cumulative 4 253,231 197,914 Pierce County Bancorp**** Cumulative 4 370,600 370,600 Private Bancorporation, Inc. Cumulative 4 433,420 433,420 Regent Bancorp, Inc. Cumulative 4 680,013 544,010 Santa Lucia Bancorp Cumulative 4 200,000 200,000 Spirit BankCorp, Inc. Cumulative 4 1,635,000 1,635,000 The Bank of Currituck***** Non-Cumulative 4 219,140 219,140 TIB Financial Corp***** Cumulative 4 1,850,000 1,850,000 Tidelands Bancshares, Inc. Cumulative 4 722,400 722,400 Alpine Banks of Colorado Cumulative 3 2,861,250 2,861,250 Bank of the Carolinas Corporation Cumulative 3 494,213 494,213 Clover Community Bankshares, Inc. Cumulative 3 122,625 122,625 6 ,7 Continued on next page. QUARTERLY REPORT TO CONGRESS I OCTOBER 27, 2011 CPP RELATED MISSED DIVIDEND AND INTEREST PAYMENTS, AS OF 9/30/2011 (Continued) Number of Missed Payments Observer Assigned to Board of Directors1 Value of Missed Payments2 Value of Unpaid Amounts2,3,4 Institution Name Dividend or Payment Type Coastal Banking Company, Inc. Cumulative 3 $373,125 $373,125 Community Financial Shares, Inc. Cumulative 3 284,933 284,933 Crescent Financial Corporation Cumulative 3 933,750 933,750 Eastern Virginia Bankshares, Inc. Cumulative 3 900,000 900,000 Greer Bancshares Incorporated Cumulative 3 408,488 408,488 HCSB Financial Corporation Cumulative 3 483,563 483,563 Highlands Independent Bancshares, Inc. Cumulative 3 273,863 273,863 HMN Financial, Inc. Cumulative 3 975,000 975,000 Legacy Bancorp, Inc. **** Cumulative 3 206,175 206,175 Monadnock Bancorp, Inc. Cumulative 3 74,985 74,985 Naples Bancorp, Inc. Cumulative 3 163,500 163,500 National Bancshares, Inc. Cumulative 3 1,008,128 1,008,128 Patriot Bancshares, Inc. Cumulative 3 1,064,310 1,064,310 Princeton National Bancorp, Inc. Cumulative 3 940,613 940,613 Reliance Bancshares, Inc. Cumulative 3 1,635,000 1,635,000 Security State Bank Holding Company*,** Interest 3 1,352,991 676,496 Sonoma Valley Bancorp**** Cumulative 3 353,715 353,715 SouthCrest Financial Group, Inc. Cumulative 3 527,288 527,288 Southern Community Financial Corp. Cumulative 3 1,603,125 1,603,125 The Connecticut Bank and Trust Company**** Non-Cumulative 3 178,573 178,573 The South Financial Group, Inc.****,7 Cumulative 3 13,012,500 13,012,500 Treaty Oak Bancorp, Inc. **** Cumulative 3 135,340 135,340 White River Bancshares Company Cumulative 3 686,700 686,700 AB&T Financial Corporation Cumulative 2 87,500 87,500 Atlantic Bancshares, Inc. Cumulative 2 54,410 54,410 Bank of George Non-Cumulative 2 72,830 72,830 BCB Holding Company, Inc. Cumulative 2 46,475 46,475 Blue Ridge Bancshares, Inc. Cumulative 2 327,000 327,000 Blue River Bancshares, Inc. Cumulative 2 136,250 136,250 Cadence Financial Corporation**** Cumulative 2 550,000 550,000 Continued on next page. 89 90 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM CPP RELATED MISSED DIVIDEND AND INTEREST PAYMENTS, AS OF 9/30/2011 (Continued) Number of Missed Payments Observer Assigned to Board of Directors1 Value of Missed Payments2 Value of Unpaid Amounts2,3,4 Institution Name Dividend or Payment Type Carrollton Bancorp Cumulative 2 $230,025 $230,025 Central Bancorp, Inc. Cumulative 2 613,125 613,125 CIT Group Inc.**** Cumulative 2 29,125,000 29,125,000 CoastalSouth Bancshares, Inc. Cumulative 2 421,975 421,975 Colonial American Bank Non-Cumulative 2 15,655 15,655 Community First, Inc. Cumulative 2 485,200 485,200 Community Pride Bank Corporation Cumulative 2 178,508 178,508 FBHC Holding Company*,**** Interest 2 123,127 123,127 First Place Financial Corp. Cumulative 2 1,823,175 1,823,175 Fresno First Bank Non-Cumulative 2 33,357 33,357 Metropolitan Bank Group, Inc (Archer Bank) Cumulative 4,602,113 1,678,508 Mid-Wisconsin Financial Services, Inc. Cumulative 2 272,500 272,500 Ojai Community Bank Non-Cumulative 2 56,680 56,680 Pacific Coast National Bancorp**** Cumulative 2 112,270 112,270 Suburban Illiniois Bancorp, Inc. Interest 2 629,250 629,250 Tennessee Commerce Bancorp, Inc. Cumulative 2 750,000 750,000 Valley Community Bank Non-Cumulative 2 149,875 149,875 Village Bank and Trust Financial Corp. Cumulative 2 368,450 368,450 Yadkin Valley Financial Corporation Cumulative 2 1,232,800 1,232,800 Allied First Bancorp, Inc. Cumulative 1 49,768 49,768 Bank of Commerce Non-Cumulative 1 40,875 40,875 Brogan Bankshares, Inc. Interest 1 50,340 50,340 Carolina Bank Holdings, Inc. Cumulative 1 400,000 200,000 Carolina Trust Bank Non-Cumulative 1 50,000 50,000 Coloeast Bankshares, Inc. Cumulative 1 136,250 136,250 Exchange Bank Non-Cumulative 1 585,875 585,875 First Intercontinental Bank Non-Cumulative 1 87,175 87,175 GulfSouth Private Bank Non-Cumulative 1 98,813 98,813 NCAL Bancorp Cumulative 1 136,250 136,250 Randolph Bank & Trust Company Non-Cumulative 1 84,860 84,860 RCB Financial Corporation Cumulative 1 117,280 117,280 ,8 2 Continued on next page. QUARTERLY REPORT TO CONGRESS I OCTOBER 27, 2011 CPP RELATED MISSED DIVIDEND AND INTEREST PAYMENTS, AS OF 9/30/2011 (Continued) Number of Missed Payments Observer Assigned to Board of Directors1 Value of Missed Payments2 Value of Unpaid Amounts2,3,4 Institution Name Dividend or Payment Type Southwest Bancorp, Inc. Cumulative 1 $875,000 $875,000 Standard Bancshares, Inc. Cumulative 1 817,500 817,500 Tifton Banking Company **** Non-Cumulative 1 51,775 51,775 UCBH Holdings, Inc.**** Cumulative 1 3,734,213 3,734,213 Central Pacific Financial Corp.***,9 Cumulative 6 10,125,000 First BanCorp (PR)**,*** Cumulative 5 42,681,526 22,681,526 Hampton Roads Bankshares, Inc.***,9 Cumulative 4 4,017,350 4,017,350 Independent Bank Corporation Cumulative 6 6,751,396 4,951,396 Cumulative 5 13,547,550 Sterling Financial Corporation (WA)*** Cumulative 4 18,937,500 18,937,500 Superior Bancorp Inc.*** Cumulative 3 2,587,500 2,587,500 $406,810,076 $356,936,080 Exchanges Pacific Capital Bancorp***,9 ,9 Total 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. n Treasury has appointed one or more directors to the Board of Directors. 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. 2 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 For 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 For 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 For 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 Completed 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 Sources: Treasury, Dividends and Interest Report, 10/11/2011; Treasury, responses to SIGTARP data call, 1/7/2011, 4/6/2011, 7/8/2011, and 10/11/2011; SIGTARP Quarterly Report to Congress, 1/30/2010, 4/20/2010, 4/28/2011, 7/28/2011. 91 92 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM 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. 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.320 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.321 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.322 Treasury’s warrants constitute assets with a fair market value that Treasury estimates using relevant market quotes, financial models, and/or thirdparty valuations.323 As of September 30, 2011, Treasury had not exercised any of these warrants.324 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.325 Unsold and unexercised warrants expire ten years from the date of the CPP investment.326 Repurchase of Warrants by Financial Institutions 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.” Upon repaying its CPP investment, a recipient may seek to negotiate with Treasury to buy back its warrants. As of September 30, 2011, 81 publicly traded institutions had bought back $3.7 billion worth of warrants, of which $15.2 million was purchased this quarter. As of that same date, 89 privately held institutions, the warrants of which had been immediately exercised, bought back the resulting additional preferred shares for a total of $39.8 million, of which $22.7 million was bought back this quarter.327 Table 2.23 lists publicly traded institutions that have repaid TARP and repurchased warrants as of September 30, 2011. Table 2.24 lists privately held institutions that had done so as of the same date.328 QUARTERLY REPORT TO CONGRESS I OCTOBER 27, 2011 TABLE 2.23 CPP WARRANT SALES AND REPURCHASES (PUBLIC), AS OF 9/30/2011 Number of Warrants Repurchased Amount of Repurchase ($Thousands) Repurchase Date Institution 7/22/2009 The Goldman Sachs Group Inc. 12,205,045 $1,100,000.0 8/12/2009 Morgan Stanley 65,245,759 950,000.0 7/29/2009 American Express Company 24,264,129 340,000.0 3/16/2011 Fifth Third Bancorp 43,617,747 280,025.9 7/7/2010 Discover Financial Services 20,500,413 172,000.0 7/15/2009 U.S. Bancorp 32,679,102 139,000.0 8/5/2009 Bank of New York Mellon 14,516,129 136,000.0 3/9/2011 First Horizon National Corporation 14,842,624 87,000.0 8/26/2009 Northern Trust Corporation 3,824,624 87,000.0 4/20/2011 Keycorp 35,244,361 70,000.0 7/22/2009 BB&T 13,902,573 67,010.4 8/26/2009 State Street Corporation 1/19/2011 Huntington Bancshares 4/7/2010 1/26/2011 2,788,104 60,000.0 23,562,994 49,100.0 City National Corporation 1,128,668 18,500.0 East West Bancorp, Inc. 1,157,555 14,500.0 9/8/2010 Fulton Financial Corporation 5,509,756 10,800.0 12/30/2009 Trustmark Corporation 1,647,931 10,000.0 6/3/2011 Whitney Holding Corporation 2,631,579 6,900.0 9/21/2011 Great Southern Bancorp 909,091 6,436.4 6/16/2010 SVB Financial Group 3,028,264 5,269.2 1/19/2011 Susquehanna Bancshares, Inc. 3,028,264 5,269.2 5/27/2009 FirstMerit Corporation 952,260 5,025.0 9/8/2010 The Bancorp, Inc. 3/31/2010 Umpqua Holdings Corp. 2/23/2011 a 980,203 4,754.0 1,110,898 4,500.0 Sandy Springs Bancorp, Inc. 651,547 4,450.0 3/9/2011 1 Source Corporation 837,947 3,750.0 9/1/2010 Columbia Banking System, Inc. 398,023 3,301.6 7/5/2011 Marshall & Ilsley Corporation 13,815,789 3,250.0 6/24/2009 First Niagara Financial Group 953,096 2,700.0 11/24/2009 Bank of the Ozarks, Inc. 3,779,811 2,650.0 5/27/2009 Independent Bank Corp. 481,664 2,200.0 5/27/2009 Sun Bancorp, Inc. 1,620,545 2,100.0 5/11/2011 Financial Institutions, Inc. 378,175 2,080.0 9/28/2011 Heartland Financial, Inc. 609,687 1,800.0 3/2/2011 Washington Banking Company 246,082 1,625.0 st Continued on next page. 93 94 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM CPP WARRANT SALES AND REPURCHASES (PUBLIC), AS OF 9/30/2011 (Continued) Number of Warrants Repurchased Amount of Repurchase ($Thousands) Repurchase Date Institution 4/7/2010 First Litchfield Financial Corporation 199,203 $1,488.0 9/30/2009 Bancorp Rhode Island, Inc. 303,083 1,400.0 6/24/2009 SCBT Financial Corporation 192,967 1,400.0 4/20/2011 Bridge Capital Holdings 396,412 1,395.0 10/28/2009 CVB Financial Corporation 834,761 1,307.0 7/27/2011 Home Bancshares, Inc. 158,472 1,300.0 5/20/2009 Iberiabank Corporation 813,008 1,200.0 5/8/2009 Old National Bancorp 138,490 1,200.0 6/24/2009 Berkshire Hills Bancorp 226,330 1,040.0 1/5/2011 First PacTrust Bancorp, Inc. 280,795 1,003.2 4/13/2011 National Penn Banchares, Inc. 735,294 1,000.0 7/27/2011 Midwestone Financial Group, Inc. 198,675 1,000.0 12/23/2009 WesBanco, Inc. 439,282 950.0 5/18/2011 Sterling Bancorp 516,817 945.8 9/28/2011 MutualFirst Financial, Inc. 625,135 900.2 12/30/2009 Flushing Financial Corporation 375,806 900.0 6/17/2009 Alliance Financial Corporation 173,069 900.0 8/31/2011 West Bancorporation, Inc. 474,100 700.0 6/30/2009 HF Financial Corp., Sioux Falls 302,419 650.0 8/24/2011 First California Financial Group, Inc. 599,042 599.0 12/16/2009 Wainwright Bank & Trust Company 390,071 568.7 9/28/2011 Oak Valley Bancorp 350,346 560.0 12/16/2009 LSB Corporation 209,497 560.0 9/28/2011 Codorus Valley Bancorp, Inc. 263,859 526.6 9/21/2011 DNB Financial Corporation 186,311 458.0 12/23/2009 Union First Market Bankshares Corporation (Union Bankshares Corporation) 211,318 450.0 8/17/2011 Heritage Financial Corporation 138,037 450.0 2/3/2010 OceanFirst Financial Corp. 190,427 430.8 9/1/2010 Citizens & Northern Corporation 194,794 400.0 9/30/2010 South Financial Group Inc. 10,106,796 319.7 12/1/2010 Central Jersey Bancorp 268,621 319.7 9/14/2011 Summit State Bank 239,212 315.0 6/24/2009 Somerset Hills Bancorp 163,065 275.0 2/10/2011 Monarch Financial Holdings, Inc. 132,353 260.0 7/28/2010 Bar Harbor Bankshares 52,455 250.0 b Continued on next page. QUARTERLY REPORT TO CONGRESS I OCTOBER 27, 2011 CPP WARRANT SALES AND REPURCHASES (PUBLIC), AS OF 9/30/2011 (Continued) Number of Warrants Repurchased Amount of Repurchase ($Thousands) Repurchase Date Institution 9/2/2009 Old Line Bancshares, Inc. 141,892 $225.0 10/28/2009 Centerstate Banks of Florida Inc. 125,413 212.0 9/28/2011 Central ValleyCommunity Bancorp, Inc. 79,067 185.0 10/14/2009 Manhattan Bancorp 9/30/2010 TIB Financialb 29,480 63.4 1,106,389 40.0 3/4/2011 c Cadence Financial Corporation 1,145,833 — 6/30/2011 Cascade Financial Corporationc 863,442 — 1/28/2011 Capital Bank Corporation 749,619 — 9/7/2011 Green Bankshares, Inc. 635,504 — 5/3/2011 First Federal Bancshares of Arkansas, Inc.c 321,847 — 5/31/2011 First Community Bank Corporation of America Total c c c 228,312 — 379,557,559 $3,687,143.8 Notes: Numbers may not total due to rounding. This table represents warrants for common stock issued to Treasury by publicly traded TARP recipients. Treasury may hold one warrant for millions of underlying shares rather than millions of warrants of an individual financial institution. a State Street Corporation reduced its original amount of warrants issued through a qualified equity offering. b Warrant sales to third parties. c Treasury sold its TARP investment to a third party and assigned a value of zero to the warrant portion. Sources: Treasury, Transactions Report, 10/3/2011; Treasury, responses to SIGTARP data call, 1/4/2011, 1/7/2011, 4/6/2011, 7/8/2011, 10/7/2011 and 10/11/2011. 95 96 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM TABLE 2.24 CPP REPURCHASES OF PREFERRED SHARES RESULTING FROM IMMEDIATE EXERCISE OF WARRANTS (PRIVATE), AS OF 9/30/2011 Number of Warrants Repurchased Amount of Repurchase ($Thousands) 2,875,000 $2,875.0 Community Bancshares of Mississippi, Inc. 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 7/6/2011 Community Trust Financial Corporation 1,200,000 1,200.0 8/18/2011 Liberty Bancshares, Inc. 1,095,000 1,095.0 7/14/2011 BancIndependent, Incorporated 1,055,000 1,055.0 8/18/2011 Community First Bancshares Inc. 1,000,000 1,000.0 8/25/2011 The A.N.B. Corporation 1,000,000 1,000.0 8/3/2011 Peoples Bancorp 900,000 900.0 8/4/2011 First NBC Bank Holding Company 892,000 892.0 3/16/2011 Stockmens Financial Corporation 778,000 778.0 9/29/2010 State Capital Corporation 750,000 750.0 4/15/2009 Centra Financial Holdings, Inc. 750,000 750.0 8/18/2011 The Landrum Company 750,000 750.0 8/18/2011 Magna Bank 690,000 690.0 7/20/2011 Morrill Bancshares, Inc. 650,000 650.0 7/21/2011 Adbanc, Inc. 636,000 636.0 5/27/2009 First Manitowoc Bancorp, Inc. 600,000 600.0 7/21/2011 Medallion Bankd 590,000 590.0 7/28/2011 Pacific Coast Bankers’ Bancshares 580,000 580.0 6/16/2010 First Southern Bancorp, Inc. 545,000 545.0 9/29/2010 Security Capital Corporationa 522,000 522.0 8/18/2011 Katahdin Bankshares Corp. 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 7/14/2011 BOH Holdings, Inc. 500,000 500.0 9/29/2010 PSB Financial Corporation 464,000 464.0 8/11/2011 UBT Bancshares, Inc. 45,000 450.0 8/11/2011 Equity Bancshares, Inc. 438,000 438.0 2/16/2011 Georgia Commerce Bancshares, Inc. 435,000 435.0 8/18/2011 Bancorp Financial, Inc. 410,000 410.0 9/17/2010 First Eagle Bancshares, Inc. 375,000 375.0 8/18/2011 Gulfstream Bancshares, Inc. 375,000 375.0 Repurchase Date Institution 7/21/2011 Liberty Bancshares, Inc. 9/29/2010 a a a f a,b Continued on next page. QUARTERLY REPORT TO CONGRESS I OCTOBER 27, 2011 CPP REPURCHASES OF PREFERRED SHARES RESULTING FROM IMMEDIATE EXERCISE OF WARRANTS (PRIVATE), AS OF 9/30/2011 (Continued) Number of Warrants Repurchased Amount of Repurchase ($Thousands) Centrix Bank & Trust 375,000 $375.0 4/13/2011 Hamilton State Bancshares, Inc. 350,000 350.0 8/4/2011 WashingtonFirst Bankshares, Inc. 332,000 332.0 8/11/2011 Heritage Bankshares, Inc. 303,000 303.0 8/18/2011 Mcleod Bancshares, Inc. 30,000 300.0 11/24/2010 Leader Bancorp, Inc. 292,000 292.0 7/14/2011 Security Business Bancorp 290,000 290.0 7/6/2011 Central Bancshares, Inc. 290,000 290.0 8/25/2011 Southern Illinois Bancorp, Inc. 250,000 250.0 7/21/2011 Financial Security Corporation 250,000 250.0 4/22/2009 First ULB Corp. 245,000 245.0 9/29/2010 First Vemon Bankshares, Inc. 245,000 245.0 7/14/2011 York Traditions Bank 244,000 244.0 8/4/2011 BNC Financial Group, Inc. 240,000 240.0 7/14/2011 Cache Valley Banking Company 238,000 238.0 8/11/2011 Monument Bank 237,000 237.0 12/23/2008 Capital Bancorp, Inc. 235,000 235.0 8/11/2011 Puget Sound Bank 225,000 225.0 2/6/2009 The Bank of Currituck 201,000 201.0 4/21/2010 Hilltop Community Bancorp, Inc. 200,000 200.0 8/11/2011 SBT Bancorp, Inc. 200,000 200.0 8/31/2011 SV Financial, Inc. 200,000 200.0 8/25/2011 Enterprise Financial Services Group, Inc. 200,000 200.0 5/19/2010 Texas National Bancorporation 199,000 199.0 7/21/2011 Redwood Capital Bancorp 190,000 190.0 7/14/2011 Centric Financial Corporation 182,000 182.0 8/4/2011 Mercantile Capital Corp. 175,000 175.0 7/21/2011 First Bank of Charleston, Inc. 167,000 167.0 1/23/2009 California Oaks State Bank 165,000 165.0 2/15/2011 Treaty Oak Bancorp, Inc. 163,000 163.0 6/16/2010 FPB Financial Corp. 162,000 162.0 10/6/2010 Frontier Bancshares, Inc. 150,000 150.0 7/28/2011 Citizens Community Bank 150,000 150.0 7/21/2011 Catskill Hudson Bancorp, Inc 150,000 150.0 Repurchase Date Institution 7/28/2011 f a c b e Continued on next page. 97 98 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM CPP REPURCHASES OF PREFERRED SHARES RESULTING FROM IMMEDIATE EXERCISE OF WARRANTS (PRIVATE), AS OF 9/30/2011 (Continued) Number of Warrants Repurchased Amount of Repurchase ($Thousands) Redwood Financial, Inc. 150,000 $150.0 8/25/2011 Veritex Holdings, Inc. 150,000 150.0 7/21/2011 Regent Capital Corporation, Inc. 133,000 133.0 7/21/2011 Catskill Hudson Bancorp, Inc. 113,000 113.0 9/24/2010 First Choice Bank 110,000 110.0 12/29/2009 Surrey Bancorp/ Surrey Bank & Trust 100,000 100.0 12/11/2009 Nationwide Bankshares, Inc. 100,000 100.0 9/29/2010 Lafayette Bancorp 100,000 100.0 8/3/2011 TCNB Financial Corp 100,000 100.0 3/9/2011 FBHC Holding Company 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 7/28/2011 Birmingham Bloomfield Bancshares, Inc. 82,000 82.0 8/25/2011 PFSB Bancorporation, Inc. 71,000 71.0 7/21/2011 Medallion Bankd 55,000 55.0 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 7/28/2011 Banner County Ban Corporation 4,000 4.0 7/21/2011 Farmers State Bankshares, Inc. Repurchase Date Institution 8/18/2011 Total a b a b 4,000 4.0 39,120,000 $39,795.0 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 Transactions Report listed “N/A” for the final disposition date, description, and proceeds. d Treasury made two investments in Medallion Bank one on 12/22/2009 for $9.7 million which corresponds to the 55,000 warrants repurchased and another on 2/27/2009 for $11.8 million which corresponds to the 590,000 warrants repurchased. e Treasury made two investments in Catskill Hudson Bancorp, Inc. one on 12/22/2009 for $3.5 million which corresponds to the 113,000 warrants repurchased and another on 2/27/2009 for $3.0 million which corresponds to the 150,000 warrants repurchased. f The liquidation preference is at 10,000 per share as opposed to the typical 1,000 per share. Sources: Treasury, Transactions Report, 1/4/2011, 3/31/2011, and 7/1/2011; Treasury, responses to SIGTARP data call, 1/4/2011, 1/7/2011, 4/6/2011, 7/8/2011, 10/7/2011 and 10/11/2011. QUARTERLY REPORT TO CONGRESS I OCTOBER 27, 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.329 In November 2009, Treasury began using a “modified Dutch auction” to sell the warrants publicly.330 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.331 Once the auction agent receives all bids, it determines the final price and distributes the warrants to the winning bidders.332 Treasury conducted two warrant auctions this quarter for SunTrust Banks, Inc. (“SunTrust”), raising $30.5 million in total gross proceeds.333 The auction of six million SunTrust “A” warrants was for the warrants Treasury received for its additional investment in SunTrust under CPP on December 31, 2008. The auction of 11.9 million SunTrust “B” warrants was for warrants related to Treasury’s initial CPP investment in the company on November 14, 2008.334 Through September 30, 2011, Treasury had held 23 public auctions for warrants it received under CPP, TIP, and AGP, raising a total of approximately $5.4 billion.335 Final closing information for all auctions is shown in Table 2.25. 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.336 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.337 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.338 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 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 $3, which is what both bidders pay per share. Bidder C’s bid is not filled. Auction Agent: Firm (such as an investment bank) that buys a series of securities from an institution for resale. Undercapitalized: Condition in which a financial institution does not meet its regulator’s requirements for sufficient capital to operate under a defined level of adverse conditions. 99 100 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM TABLE 2.25 TREASURY WARRANT AUCTIONS, AS OF 9/30/2011 Auction Date 3/3/2010 Institution Bank of America A Auction (TIP)a Bank of America B Auction (CPP) a 12/10/2009 JPMorgan Chase 5/20/2010 Wells Fargo and Company 9/21/2010 4/29/2010 Minimum Bid Price Selling Price Proceeds to Treasury ($ Millions) 150,375,940 $7.00 $8.35 $1,255.6 121,792,790 1.50 2.55 310.6 88,401,697 8.00 10.75 950.3 110,261,688 6.50 7.70 849.0 Hartford Financial Service Group, Inc. 52,093,973 10.50 13.70 713.7 PNC Financial Services Group, Inc. 16,885,192 15.00 19.20 324.2 Citigroup A Auction (TIP & AGP) 255,033,142 0.60 1.01 257.6 Citigroup B Auction (CPP)a 210,084,034 0.15 0.26 54.6 a 1/25/2011 Number of Warrants Offered 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 b SunTrust A Auction 6,008,902 2.00 2.70 16.2 SunTrust B Auctionb 11,891,280 1.05 1.20 14.2 9/22/2011 3/9/2010 Washington Federal, Inc. 3/10/2010 Signature Bank 1,707,456 5.00 5.00 15.6 595,829 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 465,117 4.00 6.70 3.1 6/9/2010 Sterling Bancshares Inc. 2,615,557 0.85 1.15 TOTAL 1,079,703,287 3.0 $5,402.7 Note: Numbers affected by rounding. a Treasury held two auctions each for the sale of Bank of America and Citigroup warrants. b Treasury held two auctions for SunTrust’s two CPP investments dated 11/14/2008 (B auction) and 12/31/2008 (A auction). Sources: The PNC Financial Services Group, Inc., “Final Prospectus Supplement,” 4/29/2010, www.sec.gov/Archives/edgar/data/713676/000119312510101032/d424b5.htm, accessed 10/18/2011; Valley National Bancorp, “Final Prospectus Supplement,” 5/18/2010, www.sec.gov/Archives/edgar/data/714310/000119312510123896/d424b5.htm, accessed 10/18/2011; Comerica Incorporated, “Final Prospectus Supplement,” 5/6/2010, www.sec.gov/Archives/edgar/data/28412/000119312510112107/d424b5.htm, accessed 10/18/2011/2011; Wells Fargo and Company, “Definitive Prospectus Supplement,” 5/20/2010, www.sec.gov/Archives/edgar/data/72971/000119312510126208/d424b5.htm, accessed 10/182011; First Financial Bancorp, “Prospectus Supplement,”6/2/2010, www.sec.gov/Archives/edgar/data/708955/000114420410031630/v187278_424b5.htm, accessed 10/18/2011; Sterling Bancshares, Inc., “Prospectus Supplement,” 6/9/2010, www. sec.gov/Archives/edgar/data/891098/000114420411041029/v228841_8k.htm, accessed 10/18/2011; Signature Bank, “Prospectus Supplement,” 3/10/2010, http://files. shareholder.com/downloads/SBNY/1456015611x0x358381/E87182B5-A552-43DD-9499-8B56F79AEFD0/8-K__Reg_FD_Offering_Circular.pdf, accessed 10/18/2011; Texas Capital Bancshares, Inc., “Prospectus Supplement,”3/11/2010, www.sec.gov/Archives/edgar/data/1077428/000095012310023800/d71405ae424b5.htm, accessed 10/18/2011; Bank of America, “Form 8-K,” 3/3/2010, www.sec.gov/Archives/edgar/data/70858/000119312510051260/d8k.htm, accessed 10/18/2011; Bank of America, “Prospectus Supplement,” 3/1/2010, www.sec.gov/Archives/edgar/ data/70858/000119312510045775/d424b2.htm, accessed 10/18/2011; Bank of America, “Prospectus Supplement,” 3/1/2010, www.sec.gov/Archives/edgar/data/70858/000119312510045775/ d424b2.htm, accessed 10/18/2011; Washington Federal, Inc., “Prospectus Supplement,” 3/9/2010, www.sec.gov/Archives/edgar/data/936528/000119312510052062/d424b5.htm, accessed 10/18/2011; TCF Financial, “Prospectus Supplement,” 12/16/2009, www.sec.gov/Archives/edgar/data/814184/000104746909010786/a2195869z424b5.htm, accessed 10/18/2011; JPMorgan Chase, “Prospectus Supplement,” 12/11/2009, www.sec.gov/Archives/edgar/data/19617/000119312509251466/d424b5.htm, accessed 10/18/2011; Capital One Financial, “Prospectus Supplement,” 12/3/2009, www.sec.gov/Archives/edgar/data/927628/000119312509247252/d424b5.htm, accessed 10/18/2011; Treasury, Transactions Report, 10/3/2011; 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 10/18/2011; Hartford Financial Agreement, 8/21/2010, www.sec.gov/Archives/edgar/data/874766/000095012310087985/y86606b5e424b5.htm, accessed 10/18/2011; 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 10/18/2011; Lincoln National Corporation, Prospectus Supplement to Prospectus filed with SEC 3/10/2009, www.sec.gov/Archives/edgar/data/59558/000119312510211941/d424b5.htm, accessed 10/18/2011; Lincoln National Corporation, 8-K, 9/22/2010,www.sec.gov/Archives/edgar/data/59558/000119312510214540/d8k.htm, accessed 10/18/2011; 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 10/18/2011; Citigroup, Prospectus, 1/24/2011www.sec.gov/Archives/edgar/data/831001/000095012311004665/y89177b7e424b7.htm, accessed 10/18/2011; Citigroup, Prospectus, 1/24/2011, www.sec.gov/ Archives/edgar/data/831001/000095012311004665/y89177b7e424b7.htm, accessed 10/18/2011; Boston Private Financial Holdings, Inc., Prospectus, 1/28/2011, www.sec.gov/Archives/edgar/ data/821127/000119312511021392/d424b5.htm, accessed 10/18/2011; Boston Private Financial Holdings, Inc. 8-K, 2/7/2011, www.sec.gov/Archives/edgar/data/821127/000144530511000189/ tarpwarrant020711.htm, accessed 10/18/2011; Wintrust Financial Corporation, Prospectus, 2/8/2011, www.sec.gov/Archives/edgar/data/1015328/000095012311011007/c62806b5e424b5.htm, accessed 10/18/2011; Wintrust Financial Corporation, 8-K, 2/8/2011, www.sec.gov/Archives/edgar/data/1015328/000095012311013436/c62955e8vk.htm, accessed 10/18/2011; 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 10/18/2011; Treasury, Citigroup Pre- liminary Prospectus – CPP Warrants, 1/24/2011, www.sec.gov/Archives/edgar/data/831001/000095012311004666/y89178b7e424b7. htm, accessed 10/18/2011; Citigroup, Preliminary Prospectus – TIP & AGP Warrants, 1/24/2011, www.sec.gov/Archives/edgar/data/831001/000095012311004665/y89177b7e424b7.htm, accessed 10/18/2011. Treasury, responses to SIGTARP data call, 4/6/2011, 7/14/2011, 10/5/2011, and 10/11/2011. Treasury Press Release, “Treasury Department Announces Public Offerings of Warrants to Purchase Common Stock of Suntrust Banks, Inc.,” 9/21/2011, www.treasury.gov/press-center/press-releases/Pages/tg1300.aspx, accessed 10/6/2011. QUARTERLY REPORT TO CONGRESS I OCTOBER 27, 2011 hired to analyze the proposal and perform due diligence on the institution.339 The external asset manager interviews 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.340 Table 2.26 shows all restructurings, recapitalizations, exchanges, and sales of CPP investments through September 30, 2011. Recent Exchanges and Sales 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. Green Bankshares, Inc. On December 23, 2008, Treasury invested $72.3 million in Green Bankshares, Inc., Greenville, Tennessee (“Green Bankshares”) through CPP in return for preferred stock and warrants.341 According to a September 7, 2011, filing with the SEC, Green Bankshares announced that it received a $217 million investment from North American Financial Holdings, Inc., Miami, Florida (“NAFH”), in exchange for approximately 90 percent of Green Bankshares’ common stock.342 As a result of the transaction, Green Bankshares merged with an NAFH subsidiary bank, Capital Bank, National Association.343 Concurrent with the closing of the merger, Treasury completed the sale of Green Bankshares preferred stock and related warrants it received under CPP to NAFH for $68.7 million.344 This resulted in a loss to Treasury of approximately $3.6 million. NAFH previously purchased CPP preferred equity issued by another TARP participant, TIB Financial Corp, Naples, Florida, in connection with its acquisition of the company.345 Berkshire Bancorp, Inc. On June 12, 2009, Treasury invested $2.9 million in Berkshire Bancorp, Inc., Wyomissing, Pennsylvania (“Berkshire”) through CPP in return for preferred stock and warrants, which Treasury exercised immediately.346 On September 17, 2011, Customers Bancorp, Inc., Phoenixville, Pennsylvania (“Customers”) acquired Berkshire and its subsidiary bank.347 Pursuant to the terms of the transaction, Customers and Berkshire entered into an agreement with Treasury, whereby Customers assumed the entirety of Berkshire’s TARP obligations. As part of the transaction, Customers repurchased the TARP preferred stock issued by Berkshire to Treasury. Customers then issued an equivalent amount of its own preferred equity to Treasury and paid for all accrued and unpaid dividends related to Berkshire’s CPP preferred stock.348 Update on Previously Announced Exchanges and Sales 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.349 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 $36.8 million in For more information on NAFH’s acquisition of TIB Financial Corp, see SIGTARP’s October 2010 Quarterly Report, page 109. 101 102 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM TABLE 2.26 TREASURY RESTRUCTURINGS, RECAPITALIZATIONS, EXCHANGES, & SALES, AS OF 9/30/2011 ($ MILLIONS) Original Investments ($ Millions) Combined Investments ($ Millions) 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 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 71.5b NC Bank Group, Inc. 6/26/2009 6.9 Hampton Roads Bankshares 12/31/2008 80.3 Exchanged for common stock Green Bankshares 12/23/2008 72.3 Sold Independent Bank Corporation 12/12/2008 72.0 Exchanged for mandatorily convertible preferred stock Superior Bancorp, Inc.c 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 Berkshire Bancorp 6/12/2009 2.9 Exchanged for preferred stock in Customers Bancorp Investment Status Exchanged for common stock/warrants and sold 1,081.5a 81.9b Provident preferred stock exchanged for new M&T Bank Corporation preferred stock; Wilmington Trust preferred stock redeemed by M&T Bank Corporation 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. b 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. C The subsidiary bank of Superior Bancorp, Inc. failed on April 15, 2011. All of Treasury’s TARP investment in Superior Bancorp is expected to be lost. a Sources: Treasury, Transactions Report 10/3/2011; Treasury response to SIGTARP data call, 10/11/2011; 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, 10/3/2011; Treasury, Section 105(a) Report, 1/31/2011; Treasury Press Release, “Treasury Announces Intent to Sell Warrant Positions in Public Dutch Auctions”; Broadway Financial Corporation, 8-K, 2/17/2011, www.sec.gov/Archives/edgar/data/1001171/000119312511039152/d8k.htm, accessed 10/18/2011; 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 10/18/2011; 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 10/18/2011; Central Pacific Financial Corp., 8-K, 11/4/2010, www.sec.gov/Archives/edgar/data/701347/000070134710000055/form8-k.htm, accessed 10/18/2011; Central Pacific Financial Corp., 8-K, 2/17/2011, www.sec.gov/Archives/edgar/data/701347/000110465911008879/a11-6350_18k.htm, accessed 10/18/2011; Central Pacific Financial Corp., 8-K, 2/22/2011, www.sec.gov/Archives/edgar/data/701347/000110465911008879/a11-6350_18k.htm, accessed 10/18/2011; Scottrade, Central Pacific Financial Corp., 2/18/2011, research.scottrade.com/ qnr/Public/Stocks/Snapshot?symbol=cpf, accessed 10/18/2011; Cadence Financial Corporation, 8-K, 3/4/2011, www.sec.gov/Archives/edgar/data/742054/000089882211000148/kbody.htm, accessed 10/18/2011; M&T Bank Corporation, 10-K, 2/19/2010, www.sec.gov/Archives/edgar/data/36270/000095012310014582/l38289e10vk.htm, accessed 10/18/2011. Green Bankshares Inc., 10/8/2011, www.sec.gov/Archives/edgar/data/764402/000089882211000784/grnb-nafhmerger8k.htm, accessed 10/18/2011. Customers Bancorp, Inc., 8-K, 9/22/2011, www.sec.gov/Archives/ edgar/data/1488813/000095015911000609/form8k.htm, accessed 10/18/2011. QUARTERLY REPORT TO CONGRESS I OCTOBER 27, 2011 State Bancorp, Inc., Jericho, New York (“State Bancorp”) for preferred stock and warrants to purchase additional shares of common stock.350 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 warrant for State Bancorp common stock, though it is not required to do so. Should Valley choose not to purchase the warrant, it will convert to a warrant to purchase Valley common stock upon completion of the merger.351 In a July 19, 2011, joint press release, Valley and State Bancorp announced that OCC and FRBNY approved the merger, but that it still remains subject to shareholder approval and other closing conditions.352 As of the drafting of this report, Treasury has made no public disclosure of the agreement. 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.353 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 (“Bank of Granite”).354 In connection with the transaction, FNB United will receive a $310 million investment from two thirdparty firms and from additional investors in exchange for shares of FNB United’s common stock.355 On August 12, 2011, Treasury and FNB United entered into an agreement to exchange the CPP preferred shares for common stock, valued at 25% of the preferred equity’s par value plus any accrued and unpaid dividends at the time of the closing of the Bank of Granite merger.356 The exchange remains subject to certain closing conditions including completion of its recapitalization plan with the third-party firms and additional investors, as well as repayment of outstanding debt and preferred stock issued by its subsidiary bank to SunTrust Bank, Atlanta, Georgia.357 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 2.27.358 Closure of Integra Bank On February 27, 2009, Treasury invested $83.6 million in Integra Bank Corporation, Evansville, Indiana (“Integra”) through CPP in return for preferred stock and warrants.359 On August 12, 2010, OCC ordered Integra’s subsidiary bank, Integra Bank, to achieve higher capital levels within 90 days, as well as to submit a plan on how it will achieve and maintain the required capital ratios for at least the next three years.360 Although Integra Bank submitted its capital plan, it did not meet the required capital ratios.361 103 104 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM On July 29, 2011, OCC closed Integra Bank, and the Federal Deposit Insurance Corporation (“FDIC”) was named receiver. FDIC entered into a purchase and assumption agreement with the subsidiary bank of Old National Bancorp, Evansville, Indiana (“Old National”), to assume all of Integra Bank’s deposits.362 Old National received $100 million in TARP funds, and has subsequently repaid Treasury’s investment in full and repurchased its outstanding warrants.363 FDIC estimates that the cost of Integra Bank’s failure will be $170.7 million.364 All of Treasury’s TARP investment in Integra is expected to be lost.365 Closure of One Georgia Bank On May 8, 2009, Treasury invested $5.5 million in One Georgia Bank, Atlanta, Georgia (“One Georgia”) through CPP in return for preferred stock and warrants, which Treasury exercised immediately.366 On March 23, 2011, FDIC issued a consent order to One Georgia, which called for increased capital levels and reductions of its holdings of “substandard” assets.367 On July 15, 2011, the Georgia Department of Banking and Finance closed One Georgia, and FDIC was named receiver. FDIC entered into a purchase and assumption agreement with the subsidiary bank of Ameris Bancorp, Moultrie, Georgia (“Ameris”), to assume all deposits of One Georgia.368 As of September 30, 2011, Ameris still holds $52 million in TARP funds, which it received through CPP in exchange for preferred stock and warrants on November 21, 2008.369 FDIC estimates that the cost of One Georgia’s failure will be $44.4 million.370 All of Treasury’s TARP investment in One Georgia is expected to be lost.371 Closure of First Peoples Bank On December 5, 2008, Treasury invested $5.8 million in FPB Bancorp, Port St. Lucie, Florida (“FPB”) through CPP in return for preferred stock and warrants.372 On March 18, 2010, FDIC and the Florida Office of Financial Regulation (“FOFR”) issued a consent order to FPB’s subsidiary bank, First Peoples Bank (“First Peoples”), which called for increased capital levels and reductions of its holdings of “substandard” assets.373 On January 28, 2011, FDIC issued a supervisory prompt corrective action directive to First Peoples due to the bank’s failure to submit a plan to improve capital ratios and to the overall “deteriorating” condition of the bank.374 On July 15, 2011, FOFR closed First Peoples, and FDIC was named receiver. FDIC entered into a purchase and assumption agreement with Premier American Bank, National Association, Miami, Florida, to assume all of the bank’s deposits. FDIC estimates that the cost of First Peoples’ failure will be $7.4 million.375 All of Treasury’s TARP investment in FPB is expected to be lost.376 Closure of Citizens Bank of Northern California On December 23, 2008, Treasury invested $10.4 million in Citizens Bancorp, Nevada City, California (“Citizens”) through CPP in return for preferred stock and warrants, which Treasury exercised immediately.377 On February 11, 2010, FDIC issued a cease-and-desist order to Citizens’ subsidiary bank, Citizens Bank QUARTERLY REPORT TO CONGRESS I OCTOBER 27, 2011 of Northern California (“Citizens Bank”), which called for increased capital levels and reduction of its holdings of “doubtful” and “substandard” assets.378 On June 28, 2011, FDIC issued a supervisory prompt corrective action directive to the subsidiary bank, citing the institution’s low levels of capital, deteriorating conditions, and inability of management to restore bank safety and soundness.379 On September 23, 2011, the California Department of Financial Institutions closed Citizens Bank, and FDIC was named receiver. FDIC entered into a purchase and assumption agreement with Tri Counties Bank, Chico, California, to assume all of the subsidiary bank’s deposits. FDIC estimates that the cost of the bank’s failure will be $37.2 million.380 All of Treasury’s TARP investment in Citizens Bancorp is expected to be lost.381 105 106 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM TABLE 2.27 CPP RECIPIENTS: BANKRUPT OR WITH FAILED SUBSIDIARY BANKS AS OF 9/30/2011 ($ MILLIONS) Institution Name Initial Invested Amount Investment Date Status Bankruptcy/ Failure Datea Subsidiary Bank $2,330.0 12/31/2008 Bankruptcy proceedings completed with no recovery of Treasury’s investment; subsidiary bank remains active $298.7 11/14/2008 In bankruptcy; subsidiary bank failed 11/6/2009 United Commercial Bank,San Franciso, 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 $89.4b 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 Integra Bank Corporation, Evansville, IN $83.6 2/27/2009 Subsidiary bank failed 7/29/2011 Intergra Bank Evansville, IN One Georgia Bank, Atlanta, GA $5.5 5/8/2009 Failed 7/15/2011 N/A FPB Bancorp, Port Saint Lucie, FL $5.8 12/5/2008 Subsidiary bank failed 7/15/2011 First Peoples Bank Port Saint Lucie, FL $10.4 12/23/2008 Subsidiary bank failed 9/23/2011 Citizens Bank of Northern California Nevada City, CA CIT Group Inc., New York, NY UCBH Holdings Inc., San Francisco, CA Pacific Coast National Bancorp, San Clemente, CA Midwest Banc Holdings, Inc., Melrose Park, IL Citizens Bancorp, Nevada City, CA TOTAL 11/1/2009 CIT Bank Salt Lake City, UT $2,921.3 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, 10/3/2011; FDIC, “Failed Bank List,” no date, www.fdic.gov/bank/individual/failed/banklist.html, accessed 10/18/2011; FDIC, “Institution Directory,” no date, www2.fdic.gov/idasp/main.asp, accessed 10/18/2011; CIT, “CIT Board of Directors Approves Proceeding with Prepackaged Plan of Reorganization with Overwhelming Support of Debtholders,” 11/1/2009, www.cit.com/media-room/press-releases/index.htm, accessed 10/18/2011; Pacific Coast National Bancorp, 8-K, 12/17/2009, www.sec.gov/Archives/edgar/data/1302502/000092708909000240/ pcnb-8k122209.htm, accessed 10/18/2011; Sonoma Valley Bancorp, 8-K, 8/20/2010, www.sec.gov/Archives/edgar/data/1120427/000112042710000040/form8k_receivership.htm, accessed 10/18/2011; Midwest Banc Holdings, Inc., 8-K, 8/20/2010, www.sec.gov/Archives/edgar/data/1051379/000095012310081020/c60029e8vk.htm, accessed 10/18/2011; UCBH Holdings, Inc., 8-K, 11/6/2009, www.sec.gov/Archives/edgar/data/1061580/000095012309062531/f54084e8vk.htm, accessed 10/18/2011; 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 10/18/2011; 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 10/18/2011; Federal Reserve Board Press Release, 5/10/2010, www.federalreserve.gov/newsevents/press/enforcement/20100510b.htm, accessed 10/18/2011; 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 10/18/2011; 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 10/18/2011; 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 10/18/2011. FDIC Press Release, “Old National Bank, Evansville, Indiana, Assumes All of the Deposits of Integra Bank, National Association, Evansville, Indiana,” 7/29/2011, www.fdic.gov/news/news/press/2011/pr11128.html, accessed 10/18/2011. FDIC Press Release, “Old National Bank, Evansville, Indiana, Assumes All of the Deposits of Integra Bank, National Association, Evansville, Indiana,” 7/29/2011, www.fdic.gov/news/news/press/2011/pr11128.html, accessed 10/18/2011. FDIC Press Release, “Ameris Bank, Moultrie, Georgia, Acquires All the Deposits of Two Georgia Institutions,” 7/15/2011, www.fdic.gov/news/news/press/2011/pr11120.html, accessed 10/18/2011. FDIC Press Release, “Premier American Bank, National Association, Miami, Florida, Assumes All of the Deposits of First Peoples Bank, Port Saint Lucie, Florida,” 7/15/2011, www.fdic.gov/news/news/press/2011/ pr11121.html, accessed 10/18/2011. FDIC Press Release, “Tri Counties Bank, Chico, California, Assumes All of the Deposits of Citizens Bank of Northern California, Nevada City, California,” 9/23/2011, www.fdic.gov/news/news/press/2011/pr11154.html, accessed 10/18/2011. FDIC Press Release, “Tri Counties Bank, Chico, California, Assumes All of the Deposits of Citizens Bank of Northern California, Nevada City, California,” 9/23/2011, www.fdic.gov/news/news/press/2011/pr11154.html, accessed 10/18/2011. FDIC Press Release, “Old National Bank, Evansville, Indiana, Assumes All of the Deposits of Integra Bank, National Association, Evansville, Indiana,” 7/29/2011, www.fdic.gov/news/news/press/2011/pr11128.html, accessed 10/18/2011. FDIC Press Release, “Ameris Bank, Moultrie, Georgia, Acquires All the Deposits of Two Georgia Institutions,” 7/15/2011, www.fdic.gov/news/news/press/2011/pr11120.html, accessed 10/18/2011. FDIC, In the Matter of First Peoples Bank, Docket No. FDIC-09-717b, Consent Order, 3/18/2010, www.fdic.gov/bank/individual/enforcement/2010-03-09.pdf, accessed 10/18/2011. FDIC, In the Matter of Citizens Bank of Northern California, Nevada City, California, Order No. FDIC-11-358PCAS, Supervisory Prompt Corrective Action Directive, 6/28/2011, www.fdic.gov/bank/individual/enforcement/2011-06-029.pdf, accessed 10/18/2011. QUARTERLY REPORT TO CONGRESS I OCTOBER 27, 2011 Small-Business Lending Initiatives Treasury has taken steps to launch two programs that it describes as smallbusiness 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; however, 137 TARP recipients refinanced Treasury’s TARP investment into SBLF.382 Community Development Capital Initiative The Administration announced CDCI on October 21, 2009. According to Treasury, it was intended to help small businesses obtain credit.383 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.384 CDCI was open to certified, qualifying CDFIs or financial institutions that applied for CDFI status by April 30, 2010.385 According to Treasury, CPPparticipating CDFIs that were in good standing could exchange their CPP investments for CDCI investments.386 Each application for new or incremental funds had to be reviewed by the institution’s Federal regulator and approved by Treasury.387 CDCI closed to new investments on September 30, 2010.388 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.389 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.390 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.391 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%.392 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.393 If during the application process a CDFI’s primary regulator deemed it to 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. 107 108 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM 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.394 CDCI Investment Update Treasury invested $570.1 million of the $780.2 million it originally allocated for CDCI.395 Treasury made investments in 84 institutions under the program — 36 banks or bank holding companies and 48 credit unions.396 Of the 36 investments in banks and bank holding companies, 28 were conversions from CPP (representing $363.3 million of the total $570.1 million); the remaining eight were not CPP participants. Treasury provided an additional $100.7 million in CDCI funds to ten of the banks converting CPP investments. Only $106 million of the total CDCI funds went to institutions that were not in CPP. As of September 30, 2011, Treasury had received approximately $10.5 million in dividends and interest from CDCI recipients.397 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 $789,847.398 A list of all CDCI investments is included in Appendix D: “Transaction Detail.” 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. Bank Holding Company (“BHC”): Company that owns and/or controls one or more U.S. banks. 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. 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.399 According to the statute, SBLF is intended to allow Treasury “to make capital investments in eligible institutions in order to increase the availability of credit for small businesses.”400 To be eligible for SBLF, the institution must have had less than $10 billion in total assets as of December 31, 2009. Prospective participants in SBLF were required to submit an application and a “small business lending plan,” which addressed their intended use of funds and anticipated increase in small-business lending, to their primary Federal regulator and to their state regulator, if applicable.401 Treasury’s authority to make SBLF investments expired on September 27, 2011.402 According to Treasury, it received a total of 935 SBLF applications, of which 320 were existing TARP recipients.403 According to Treasury, 332 institutions received SBLF funding for a total of $4.03 billion.404 Of that number, 137 TARP banks were accepted into the program, receiving a total of $2.7 billion in SBLF funding. Banks, S corporations, and mutual depository institutions were eligible to apply for a capital investment totaling up to 3% or 5% of its risk-weighted assets, depending on their size.405 Bank holding companies (“BHCs”) accepted into SBLF must contribute at least 90% of any funding they receive to their insured depository institution subsidiaries that originate small-business loans.406 Community Development Loan Funds (“CDLFs”) were eligible to apply for SBLF funding equal to 1% to 5% of their total assets as of December 31, 2009.407 QUARTERLY REPORT TO CONGRESS I OCTOBER 27, 2011 An institution was not eligible for the program if at the time of application it was on the FDIC’s problem bank list or if it had been removed from that list in the 90 days preceding its application to SBLF.408 Treasury consulted with Federal and, where applicable, state regulators about the bank’s financial condition and whether it was eligible to receive funding from SBLF.409 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:410 • • • • 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 Dividend and Interest Payments According to the governing provisions of the Small Business Jobs Act, the initial 5% annual dividend that SBLF recipients pay to the Government drops one percentage point 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%.411 If an institution increases small-business lending by more than 1% during an initial twoyear adjustment period, the decreased dividend holds until four and a half years from Treasury’s investment date.412 If the institution does not increase its smallbusiness lending during the first two years, the rate later rises to 7%.413 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%.414 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”).415 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.416 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 Although this program operates outside TARP, as of the program closing date of September 27, 2011, 315 TARP recipients under CPP and five TARP recipients under CDCI had applied to refinance their investments and, thus, potentially benefit from lower dividend rates, non-cumulative dividends, and the removal of rules on executive compensation and luxury expenditures.417 As of the program 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. 109 110 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM closing date, 137 CPP participants and no CDCI participants were accepted into SBLF, receiving $2.7 billion in SBLF funding.418 For a listing of all TARP participants that have refinanced into SBLF, see Table 2.21 in the “Capital Purchase Program” discussion of this section. According to Treasury, the applications of CPP or CDCI participants were evaluated under the same processes used for other applicants, though additional eligibility restrictions pertained to institutions refinancing from CPP or CDCI.419 On December 20, 2010, Treasury issued further guidance under which CPP and CDCI recipients were eligible to refinance into SBLF.420 Among the additional terms for TARP recipients were:421 • 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 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: 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. • 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 thenoutstanding 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. QUARTERLY REPORT TO CONGRESS I OCTOBER 27, 2011 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.”422 Through SSFI, Treasury obligated $69.8 billion to American International Group, Inc. (“AIG”), the program’s sole participant (including a $2 billion equity facility that was never used).423 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.424 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 and interest payments, for $41.6 billion (including $1.6 billion in missed dividend payments) of less valuable and less liquid Series E non-cumulative preferred stock, which did not require AIG to make quarterly dividend and interest 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 (that had similar terms to the Series E) and additional warrants, of which AIG drew down $27.8 billion.425 On January 14, 2011, AIG executed its previously announced 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.426 In addition, portions of the Series F preferred stock were exchanged for preferred interests in the AIA and ALICO special purpose vehicles (“SPVs”) and for a new $2 billion Series G equity capital facility.427 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 September 30, 2011, Treasury held a 77% common equity stake.428 The Series G equity capital facility subsequently was terminated without being drawn down.429 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.430 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.431 On April 1, 2010, Treasury appointed Donald H. Layton and Ronald A. Rittenmeyer Cumulative Preferred Stock: Preferred 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. 111 112 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM as directors of AIG.432 After the Recapitalization Plan was executed, AIG no longer had an obligation to pay dividends. 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. Committee on Uniform Securities Identification Procedures (“CUSIPs”): Committee set up by securities exchanges to allocate a unique identification code to each security traded. 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 United States Treasury.433 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.434 Federal officials feared that future downgrades in AIG’s credit rating could have “catastrophic” effects on the company, forcing it into bankruptcy.435 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.436 In November 2008, FRBNY and Treasury took the following actions to stabilize AIG’s operations:437 • 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, an 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 security-lending programs. • FRBNY created Maiden Lane III, another SPV, to which FRBNY lent $24.3 billion to buy from AIG’s counterparties collateralized debt obligations (“CDOs”) underlying credit default swap (“CDS”) contracts written by AIG. On March 30, 2011, FRBNY announced that it will dispose of 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.438 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.439 According to the Federal Reserve, the fair value of the Maiden Lane II assets was approximately $10 billion based on valuations as of June 30, 2011, which according to FRBNY is the latest data available.440 As of September 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 face value totaling $10 billion.441 QUARTERLY REPORT TO CONGRESS I OCTOBER 27, 2011 Table 2.29 details the offerings that have been completed through September 30, 2011. TABLE 2.29 FRBNY MAIDEN LANE II SECURITIES SALES, AS OF 9/30/2011 Number of Bonds Offered Number of Bonds Sold Current Face Value of Bonds Sold a Bonds Sold as a Percentage of Bonds 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% Auction Closing Date 6/9/2011 Total 73 36 1,898,594,878 49% 389 306 $9,961,459,642 79% 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. Source: FRBNY, “Maiden Lane II LLC: Bid List Offering,” no date, www.newyorkfed.org/markets/MLII/maidenlane.cfm?showMore=1, accessed 10/12/2011. On March 2, 2009, Treasury and the Federal Reserve announced a restructuring of Government assistance to AIG that, according to Treasury, was designed to strengthen the company’s capital position.442 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”).443 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.444 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 redeem FRBNY’s interests in the SPVs and then to reduce the outstanding revolving credit facility. 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.445 As of January 14, 2011, that total, including fees, had grown to $20.7 billion.446 For more on AIG’s Federal Reserve credit facility reduction transaction, see SIGTARP’s January 2010 Quarterly Report, page 71. 113 114 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM Upon closing the Recapitalization Plan on January 14, 2011, AIG repaid the remaining balance of the FRBNY revolving credit facility with proceeds from the AIA IPO and the ALICO sale (both are described below), and the facility was terminated.447 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 Japanesebased life insurance subsidiaries, AIG Star Life Insurance Co., Ltd. (“Star”), and AIG Edison Life Insurance Company (“Edison”), for a total of $4.8 billion.448 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.449 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.450 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.451 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.452 On October 29, 2010, AIG completed an IPO of 8.1 billion shares of AIA Group Limited.453 According to AIG, the gross proceeds from the IPO were $20.5 billion. Upon completion of the IPO, AIG owned approximately 33% of AIA’s outstanding shares, which will continue to be held in the AIA SPV. AIG is precluded from selling or hedging more than half of its remaining shares of AIA until April 18, 2012.454 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 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.455 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.456 On August 18, 2011, following regulatory approval of the transaction, the $2.2 billion in proceeds from the sale went to repay a portion of Treasury’s preferred interests in the AIA SPV.457 Effective January 14, 2011, the cash proceeds from the AIA IPO and ALICO sale were disbursed to FRBNY as part of the Recapitalization Plan. For a summary of AIG asset sales in excess of $1 billion, see Table 2.30. QUARTERLY REPORT TO CONGRESS I OCTOBER 27, 2011 TABLE 2.30 AIG ASSET SALES IN EXCESS OF $1 BILLION, AS OF 9/30/2011 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 8/18/2011 Buyer: Ruen Chen Investment Holding Co., Ltd. Numbers affected by rounding. Sources: AIG, “AIG Enters Into Agreement To Sell Star and Edison Life Companies,” 9/30/2010, www.aigcorporate.com/ news- room/index.html, accessed 10/14/2011; SEC, “8-K American International Group,” 10/22/2010, www.sec.gov/Archives/ edgar/ data/5272/000095012310095032/y87334e8vk.htm, accessed 10/14/2011; AIG, “AIG Raises Nearly $37 Billion In Two Transactions To Repay Government,” 11/1/2010, ir.aigcorporate.com/External.File?t=2&item=g7rqBLVLuv81UAmrh20Mp/ lptmOSyzUBWuL0H- cUb4QPW7icXt6tSsNcMErV4ODIOk1KW0aD3/sacvpSe5qek1w==, accessed 10/14/2011; SEC, “10-Q American International Group,”10/29/2010, www.sec.gov/Archives/edgar/data/5272/000104746910009269/a2200724z10-q.htm, accessed 10/14/2011; 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 10/14/2011; 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+LC 4eLA/wD8wJ898T+OGLtuOD53u0EV2e/b6wq8H- GwkVuaVQ==, accessed 10/14/2011; SEC, “10-K American International Group,” 2/24/2011; AIG, “13G,” 3/8/2011, www.sec.gov/ Archives/edgar/data/5272/000095012311023024/y90152sc13gza.htm, accessed 10/14/2011; AIG Press Release, “AIG Reduces United States Treasury Investment in AIG Subsidiary by Approximately $2 Billion; AIG Applies Proceeds from Completed Sale of Nan Shan,” 8/18/2011, ir.aigcorporate.com/phoenix.zhtml?c=76115&p=irolnewsArticle&ID=1597987&highlight=, accessed 10/14/2011. 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, 2010.458 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.459 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.460 Second, AIG applied cash proceeds from the AIA IPO and the ALICO sale to retire a portion of the FRBNY’s preferred interests in the ALICO SPV.461 AIG then drew $20.3 billion of the remaining funds available under the TARP Series F equity capital facility (which had $22.3 billion still available as of December 31, 2010) to repurchase the remainder of the FRBNY’s preferred interests in the ALICO SPV and all of the FRBNY’s preferred interests in the AIA SPV, and then transferred those interests to Treasury.462 The remaining available TARP funds, approximately $2 billion, were used to create a Series G preferred equity capital facility, which was terminated in May 2011 following the closing of AIG’s recent stock offering.463 115 116 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM Treasury’s preferred SPV interests are secured by the following:464 • AIG’s remaining shares in AIA post-IPO (approximately 33% of AIA’s outstanding shares) • AIG’s equity and residual interests in Maiden Lane II and III • AIG’s ownership interest in International Lease Finance Corporation (“ILFC”), AIG’s aircraft leasing subsidiary • An escrow account containing proceeds from the sale of equity interests in MetLife For a more detailed description of the AIG Recapitalization Plan, see SIGTARP’s January 2011 Quarterly Report to Congress, pages 135–139. 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.465 AIG also used $6.6 billion from the March 8, 2011, sale of its equity interests in MetLife and $300 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.466 The remaining $3 billion from the sale was placed in an escrow that will be released to Treasury over a 30-month period.467 On August 18, 2011, AIG used proceeds from the sale of Nan Shan to repay $2.2 billion of Treasury’s preferred interests in the AIA SPV.468 According to Treasury, the outstanding balance of Treasury’s preferred interest in the AIA SPV as of September 30, 2011, was approximately $9.3 billion.469 AIG expects to continue to repay Treasury for its preferred interest in the AIA SPV through proceeds from future asset sales.470 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, comprising $41.6 billion of Series E preferred shares 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 Series C shares held by the AIG Trust for the benefit of Treasury), representing 92.1% of the common stock of AIG.471 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 stocks at a strike price of appropriately $45 per share.472 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 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.473 QUARTERLY REPORT TO CONGRESS I OCTOBER 27, 2011 So long as Treasury continues to hold AIA SPV preferred interests, Treasury has the right to require AIG to sell a portion of AIG’s remaining 33% stake held in the AIA SPV.474 In addition, so long as Treasury continues to hold AIA SPV interests, Treasury’s consent will be required for AIG to take any significant action with respect to ILFC, including initial public offerings, sales, significant acquisitions or dispositions, and incurrence of significant debt.475 Should Treasury hold any preferred interests in the AIA SPV after May 1, 2013, it will have the right to compel the sale of all or a portion of ILFC.476 Recent Developments 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 which rounded to $28.73).477 The total proceeds to Treasury from the sale were $5.8 billion. In addition, the Series G equity capital facility was terminated and AIG cancelled all Series G preferred stock.478 As of September 30, 2011, Treasury owned 1.455 billion shares of AIG’s common stock, representing an ownership stake of 77%.479 Proposed Sale of ILFC Common Stock Treasury’s preferred SPV interests are in part secured by AIG’s ownership interest in ILFC. On September 2, 2011, ILFC filed a Form S-1 Registration statement for an IPO with the Securities and Exchange Commission (“SEC”).480 The Registration Statement includes a prospectus relating to the issuance of ILFC common stock. The number of common shares to be offered, price range, and timing for the proposed offering have not yet been determined.481 117 118 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM Targeted Investment Program and Asset Guarantee Program 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. 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.482 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.”483 Both banks repaid TIP in December 2009.484 On March 3, 2010, Treasury auctioned the Bank of America warrants it received under TIP for $1.26 billion.485 On January 25, 2011, Treasury auctioned the Citigroup warrants it had received under TIP for $190.4 million.486 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”).487 Treasury received $4 billion of the TRUPS and the FDIC received $3 billion.488 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.489 Treasury agreed to cancel $1.8 billion of the TRUPS issued by Citigroup, reducing the premium it received from $4 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.490 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.491 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 million, thereby enabling Treasury to receive an additional $12 million in proceeds from the $2.2 billion sale of the Citigroup TRUPS, which occurred on September 30, 2010.492 On January 25, 2011, Treasury auctioned the Citigroup warrants it had received under AGP for $67.2 million.493 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.494 QUARTERLY REPORT TO CONGRESS I OCTOBER 27, 2011 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.495 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.496 119 120 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM ASSET SUPPORT PROGRAMS Non-Recourse Loan: Secured loan in which the borrower is relieved of the obligation to repay the loan upon surrendering the collateral. Three TARP programs have focused on supporting markets for specific asset classes: the Term Asset-Backed Securities Loan Facility (“TALF”), the PublicPrivate 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 eligible borrowers up to $200 billion in nonrecourse loans through the Federal Reserve Bank of New York (“FRBNY”) to purchase non-mortgage-backed ABS and commercial mortgage-backed securities (“CMBS”). Up to $20 billion in TARP funds were made available to the program 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.497 TALF ultimately provided $71.1 billion in Federal Reserve financing by the time the program closed to new loans.498 Of that amount, $11.3 billion remains outstanding as of September 30, 2011.499 PPIP uses a combination of private equity and Government equity and 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. Treasury’s total potential commitment to PPIP was $30 billion in TARP funds; the actual funding of that commitment depended on how much private capital the PPIP managers raised. After the fund-raising period was completed, Treasury’s PPIP obligation was capped at $22.4 billion.500 In September 2011, PPIP manager Invesco stopped making investments in the PPIF that it manages. The PPIP 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.501 Treasury has sold some of these securities, leaving $154.5 million remaining as of September 30, 2011.502 TALF 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. TALF, which was announced in November 2008, issued loans collateralized by eligible ABS.503 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.”504 The program was extended to eligible newly issued CMBS in June 2009 and to eligible legacy CMBS in July 2009.505 TALF closed to new lending in June 2010.506 TALF is divided into two parts:507 • a lending program, TALF, that originated non-recourse loans to eligible borrowers using eligible ABS and CMBS as collateral QUARTERLY REPORT TO CONGRESS I OCTOBER 27, 2011 • 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.508 TALF LLC’s funding first comes from a fee charged to FRBNY for the commitment to purchase any collateral surrendered by the borrowers. This fee is derived from the principal balance of each outstanding TALF program loan.509 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.510 TARP’s original TALF obligation was $20 billion, to cover losses on 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.511 TALF LLC may use TARP funds to purchase surrendered assets from FRBNY and to offset losses associated with disposing of the surrendered assets. As of September 30, 2011, $11.3 billion in TALF loans were outstanding.512 According to FRBNY, no TALF borrowers have surrendered collateral in lieu of repayment and consequently no collateral has been purchased by TALF LLC since its inception.513 Lending Program TALF’s lending program made secured loans to eligible borrowers.514 The loans were issued with terms of three or five years and were available for non-mortgagebacked ABS, newly issued CMBS, and legacy CMBS.515 To be eligible for TALF, the non-mortgage-backed ABS had to meet certain criteria, including the following:516 • 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 nonmortgage-backed 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”) • not have collateral backed by loans originated or securitized by the TALF borrower or one of its affiliates 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. 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. 121 122 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM 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:517 • 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:518 • 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:519 • 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, 2015.520 TALF loans are non-recourse (unless the borrower has made any 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.521 QUARTERLY REPORT TO CONGRESS I OCTOBER 27, 2011 Loan Terms TALF participants were required to use a TALF agent to apply for a TALF loan.522 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.523 Haircuts for nonmortgage-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.524 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.525 FRBNY lent each borrower the amount of the market price of the pledged collateral minus the haircut, subject to certain limitations.526 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).527 Any excess payments from the collateral above the interest due and payable to FRBNY on the loan go to the TALF borrower.528 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.529 TALF Loan Subscriptions The final TALF loans collateralized by non-mortgage-backed ABS were settled on March 11, 2010.530 TALF provided $59 billion of loans to purchase non-mortgagebacked ABS during the lending phase of the program. Of all such loans settled, $8.8 billion was outstanding as of September 30, 2011.531 Table 2.31 lists all settled TALF loans collateralized by non-mortgage-backed ABS, by ABS sector. TALF Agent: Financial institution that is party to the TALF Master Loan and Security Agreement and that occasionally acts as an agent for the borrower. TALF agents include primary and nonprimary broker-dealers. Haircut: Difference between the value of the collateral and the value of the loan (the loan value is less than the collateral value). “Skin in the Game”: Equity stake in an investment; down payment; the amount an investor can lose. Custodian Bank: Bank holding the collateral and managing accounts for FRBNY; for TALF the custodian is Bank of New York Mellon. 123 124 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM TABLE 2.31 TALF LOANS SETTLED BY ABS SECTOR (NON-MORTGAGE-BACKED COLLATERAL) ($ BILLIONS) ABS Sector Auto Loans Credit Card Receivables 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 9/30/2011. 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 10/14/2011; FRBNY, “Term Asset-Backed Securities Loan Facility: non-CMBS,” no date, www.newyorkfed.org/ markets/TALF_recent_operations.html, accessed 10/14/2011. 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.532 Of all such loans settled, $2.5 billion was outstanding as of September 30, 2011.533 Table 2.32 includes all TALF CMBS loans that have been settled. TABLE 2.32 TALF LOANS SETTLED (CMBS COLLATERAL) ($ 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 9/30/2011. 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 10/14/2011; FRBNY, “Term Asset-Backed Securities Loan Facility: CMBS,” no date, www.newyorkfed.org/markets/ CMBS_recent_operations.html, accessed 10/14/2011. The Federal Reserve posted on its website detailed information on the 177 TALF borrowers, including:534 • the names of all the borrowers from TALF (some of which share a parent company) • each borrower’s city, state, and country QUARTERLY REPORT TO CONGRESS I OCTOBER 27, 2011 • 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 and subclass As of September 30, 2011, $59.8 billion in TALF loans had been repaid. According to FRBNY, the outstanding collateral on the remaining $11.3 billion in TALF loans was performing as expected.535 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.536 TARP will continue to fund TALF LLC, as needed, until TARP’s entire $4.3 billion obligation has been disbursed, 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.537 Payments by TALF LLC from the proceeds of its holdings will be made in the following order:538 • • • • • • 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%).539 Current Status As of September 30, 2011, no collateral had been surrendered or purchased by TALF LLC.540 As of the same date, TALF LLC had assets of $785 million, which included the $100 million in initial TARP funding.541 The remainder consisted of interest and other income and fees earned from permitted investments. From its February 4, 2009, formation through September 30, 2011, TALF LLC had spent approximately $1.9 million on administration.542 For the complete list of TALF borrowers, refer to the FRBNY website: www. federalreserve.gov/newsevents/reform_ talf.htm. 125 126 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM 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:543 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. • • • • 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 QUARTERLY REPORT TO CONGRESS I OCTOBER 27, 2011 Public-Private Investment Program According to Treasury, the purpose of the Public-Private Investment Program (“PPIP”) is to purchase legacy securities from banks, insurance companies, mutual funds, pension funds, and other eligible financial institutions as defined in EESA, through Public-Private Investment Funds (“PPIFs”).544 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.”545 PPIP originally included a Legacy Loans subprogram that involved purchases of troubled legacy loans with private and Treasury equity capital, as well as an FDIC guarantee for debt financing. TARP funds were never disbursed for this subprogram. Treasury selected nine fund management firms to establish PPIFs. One PPIP 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 PPIP manager was also required to invest at least $20 million of its own money in the PPIF.546 Each PPIF is approximately 75% TARP funded. PPIP was designed as an eightyear program but, under certain circumstances, Treasury can terminate it early or extend it for up to two additional years.547 With regard to program proceeds, Treasury, the PPIP 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.548 In addition to its pro rata share of profits, Treasury received warrants in each PPIF, as mandated by EESA.549 According to Treasury, the warrants give Treasury the right to receive a portion of the fund’s profits that would otherwise be distributed to the private investors along with its pro rata share of program proceeds.550 The securities eligible for purchase by PPIFs (“eligible assets”) are supported by real estate-related loans, including non-agency residential mortgage-backed Debt: Investment in a business that is required to be paid back to the investor, usually with interest. 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. For more information on the PPIP Legacy Loans subprogram, see SIGTARP’s October 2009 Quarterly Report, pages 84-85. 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. For more information on the selection of PPIP 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 PPIP manager, see SIGTARP’s January 2010 Quarterly Report, page 88. 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). 127 128 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM 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”) (Fannie Mae or Freddie Mac), or a Government Agency. securities (“non-agency RMBS”) and commercial mortgage-backed securities (“CMBS”) that meet the following criteria:551 • 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:552 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 PPIP managers. Instead, PPIP 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.553 When the funds are delivered, the PPIF is said to have “drawn down” on the obligation.554 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. The fund-raising stage for PPIFs was completed in December 2009. PPIP managers had six months from the closing date of their first private-sector fund raising to raise additional private-sector equity.555 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. As of September 26, 2011, Invesco Legacy Securities Master Fund, L.P. (“Invesco”) notified Treasury that it voluntarily terminated its investment period. As a result of this termination, Invesco is QUARTERLY REPORT TO CONGRESS I OCTOBER 27, 2011 not able to draw down the outstanding equity or debt, and Treasury will not reallocate capital earmarked for Invesco to other funds. Total available capital for the PPIFs is now $28.3 billion, while Treasury’s total obligation is $21.6 billion, down from $22.4 billion at the end of the previous quarter. That includes $21.2 billion for active PPIFs, and $356.3 million disbursed to TCW, which TCW repaid.556 As of September 30, 2011, the current PPIFs have drawn down approximately $23.1 billion ($5.8 billion from private-sector equity capital and $17.2 billion from TARP funding ($5.8 billion in equity and $11.4 billion in debt)), which was used to purchase PPIP-eligible assets.557 Four current PPIP managers have repaid $0.9 billion in TARP debt funding. The eligible assets currently in the portfolio have been valued according to a process administered by Bank of New York Mellon, operating as valuation agent, at $20.6 billion as of September 30, 2011.558 As of then, Treasury has disbursed $17.6 billion. This amount includes $17.2 billion for the eight active PPIFs, and $356.3 million for TCW, which TCW repaid.559 Notwithstanding the expiration of TARP’s purchasing authority on October 3, 2010, each active PPIP manager has up to three years from closing its first private-sector equity contribution (the investment period) to draw upon the TARP funds obligated for the PPIF and purchase legacy securities on behalf of its private and Government investors.560 During this period, the program will strive to maintain “predominantly a long-term buy and hold strategy.”561 The last of the three-year investment periods expires in December 2012. Table 2.33 shows all equity and debt obligated for active PPIFs under the program. Following the completion of the PPIF investment period, fund managers will have five years to manage and sell off the fund’s investment portfolio and return proceeds to taxpayers and investors. This management and divestiture period may be extended for consecutive periods of up to one year, up to a maximum of two years.562 Update on PPIP Manager Invesco PPIP manager Invesco has stopped making investments in the PPIF that it manages and terminated the investment period on September 26, 2011, more than one year ahead of its three-year expiration.563 A September 26, 2011, letter to investors by Chairman and CEO Wilbur Ross stated, “We have not made material investments in PPIP eligible assets for the past year because we have been unable to find assets that meet our goals.” Treasury’s maximum debt obligation to Invesco decreased to $1.2 billion at the end of the quarter, from $1.7 billion at the end of the previous quarter, reflecting the actual amount Invesco borrowed from Treasury before terminating its investment period. Invesco has made payments on its debt, resulting in an outstanding debt balance of $345 million at the end of the quarter.564 According to Treasury and Invesco, Invesco will continue to manage the portfolio but sell its holdings as market conditions allow.565 Treasury’s equity obligation to the Invesco fund will remain outstanding until the fund is fully liquidated.566 129 130 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM TABLE 2.33 PUBLIC-PRIVATE INVESTMENT PROGRAM, AS OF 9/30/2011 Manager ($ BILLIONS) PrivateSector Equity Capital Treasury Equity Treasury Debt Total Purchasing Power AG GECC PPIF Master Fund, L.P. $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.b 0.9 0.9 1.2 2.9 Marathon Legacy Securities PublicPrivate Investment Partnership, L.P. 0.5 0.5 0.9 1.9 Oaktree PPIP Fund, L.P. 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 $14.2 $28.9a Current Totals Notes: Numbers affected by rounding. a Treasury initially funded $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. b Invesco terminated its investment period on September 26, 2011, without fully drawing down all committed equity and debt. Source: Treasury, response to SIGTARP data call, 10/19/2011. Update on PPIP Manager Oaktree On September 2, 2011, Oaktree Capital Group, LLC, the parent company of Oaktree PPIP Fund, L.P., disclosed additional details about its upcoming IPO in an amended Form S-1 Registration statement filed with the SEC. The filing stated that management fees charged to Treasury by Oaktree PPIP Fund, L.P. were retroactively reduced by $2.1 million. According to the filing, Oaktree changed the basis on which it charged management fees. Under PPIP, Treasury pays the PPIP managers a management fee calculated at 20 basis points, or 0.2%, of committed capital. In September 2011, Oaktree changed that to 0.2% of drawn capital. As of September 30, 2011, Oaktree had drawn down 29.3% of Treasury’s $1.2 billion in committed equity capital.567 Fund Performance Each PPIF’s performance — its gross and net returns since inception — as reported by PPIP managers, is listed in Table 2.34. The returns are calculated based on a methodology requested by Treasury. The data in Table 2.34 constitutes a snapshot of the funds’ performance during the quarter ended September 30, 2011, and may not predict the funds’ performance over the long term. According to some PPIP 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. QUARTERLY REPORT TO CONGRESS I OCTOBER 27, 2011 TABLE 2.34 PPIF INVESTMENT STATUS, AS OF 9/30/2011 Manager 1-Month Return (percent)a 3-Month Return (percent)a Cumulative Since Inception (percent)a Internal Rate of Return Since Inception (percent)b 0.22 (14.01) 44.33 13.63 AG GECC PPIF Master Fund, L.P. Gross 0.19 (14.11) 42.02 13.11 AllianceBernstein Legacy Securities Master Fund, L.P. Gross (0.99) (6.29) 28.54 14.34 Net (1.13) (6.75) 24.41 12.67 Gross (0.84) (4.52) 36.59 14.89 Net (0.96) (4.91) 33.06 13.35 Invesco Legacy Securities Master Fund, L.P. Gross (1.30) (6.04) 32.00 21.12 Net (1.49) (6.66) 27.19 19.45 Marathon Legacy Securities Public-Private Investment Partnership, L.P. Gross (2.01) (8.88) 26.50 7.86 Net (2.16) (9.32) 21.81 6.23 Gross 1.42 (7.88) 22.94 5.26 Net 1.30 (6.86) 16.80 3.70 BlackRock PPIF, L.P. Oaktree PPIP Fund, Inc. Net RLJ Western Asset Public/ Private Master Fund, L.P. Gross (1.33) (5.08) 35.25 17.17 Net (1.47) (5.48) 31.93 15.69 Wellington Management Legacy Securities PPIF Master Fund, LP Gross (2.33) (11.15) 8.35 (1.75) Net (2.49) (11.65) 5.21 (3.30) Notes: The performance indicators are listed as reported by the PPIP 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 PPIP manager, September 2011, received 10/17/2011. 131 132 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM FIGURE 2.3 AGGREGATE COMPOSITION OF PPIF PURCHASES, AS OF 9/30/2011 Percentage of $20.6 Billion CMBS 23% 77% RMBS Notes: Numbers Numbers affected affected by by rounding. rounding. Calculated Calculated based based on on Notes: monthly data data supplied supplied by by the the PPIF PPIP managers. managers. monthly Source:PPIF PPIFMonthly MonthlyPerformance PerformanceReports, Reports, September 2011. Source: September 2011. FIGURE 2.4 AGGREGATE CMBS PURCHASES BY SECTOR, AS OF 9/30/2011 Percentage of $4.7 Billion Other 9% Lodging/ Hotel 30% 14% Industrial 6% Multi-family 15% 26% Retail Notes: Numbers affected by rounding. Calculated based on monthlyNumbers data supplied by the PPIP managers. Notes: affected by rounding. Calculated based on monthly data supplied by the PPIF managers. Source: PPIF Monthly Performance Reports, September 2011. Source: PPIF Monthly Performance Reports, September 2011. According to their agreements with Treasury, PPIP managers may trade in both RMBS and CMBS, except for Oaktree PPIP Fund, Inc., which may purchase only CMBS.568 Figure 2.3 shows the collective value of securities purchased by all PPIFs as of September 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. As of September 30, 2011, the aggregate CMBS portfolio had large concentrations in office (30%) and retail (26%) loans. 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:569 • 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. Treasury characterizes CMBS according to the degree of “credit enhancement” supporting them:570 • Super Senior — most senior originally rated AAA bonds in a CMBS securitization with the highest level of credit enhancement. Credit QUARTERLY REPORT TO CONGRESS I OCTOBER 27, 2011 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.571 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 PPIP managers. FIGURE 2.5 FIGURE 2.6 AGGREGATE RMBS PURCHASES BY QUALITY, AS OF 9/30/2011 AGGREGATE CMBS PURCHASES BY QUALITY, AS OF 9/30/2011 Percentage of $15.9 Billion Percentage of $4.7 Billion Other RMBSa 0% Subprime 8% 11% 15% 34% 8% Prime AJ (Junior) Alt-A Super Senior Other (CMBS) Option ARM 30% 47% AM (Mezzanine) 47% Notes: Numbers affected by rounding. Calculated based on monthly data supplied by the PPIP managers. a The actual percentage for “Other RMBS” is 0.21% Notes: Numbers affected by rounding. Calculated based on monthly dataMonthly suppliedPerformance by the PPIFReports, managers. Source: PPIF September 2011. The actual percentage for “Other RMBS” is 0.21%. a Source: PPIF Monthly Performance Reports, September 2011. Notes: Numbers affected by rounding. Calculated based on monthly data supplied by the managers. Notes: Numbers affected by PPIP rounding. Calculated based on monthly data supplied by the PPIF managers. Source: PPIF Monthly Performance Reports, September 2011. Source: PPIF Monthly Performance Reports, September 2011. 133 134 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 PPIP managers. FIGURE 2.7 FIGURE 2.8 AGGREGATE GEOGRAPHICAL DISTRIBUTION — PERCENT OF TOTAL RMBS, AS OF 9/30/2011 AGGREGATE GEOGRAPHICAL DISTRIBUTION — PERCENT OF TOTAL CMBS, AS OF 9/30/2011 44% 40% 15% 30 16% 11% 10 20 8% 8% FL TX 5 10 9% 0 CA FL 6% NY 3% VA 0 CA NY 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, September 2011. Source: PPIF Monthly Performance Reports, September 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 PPIP managers. FIGURE 2.9 FIGURE 2.10 AGGREGATE AVERAGE RMBS DELINQUENCIES BY MARKET VALUE, AS OF 9/30/2011 AGGREGATE AVERAGE CMBS DELINQUENCIES BY MARKET VALUE, AS OF 9/30/2011 Percentage of $15.9 Billion 60+ Days (FCL/REO included) 1% 30 − 59 Days 3% 60+ Days 11% 28% 30 − 59 Days Percentage of $4.7 Billion 69% Current 88% 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, September 2011. Source: PPIF Monthly Performance Reports, September 2011. QUARTERLY REPORT TO CONGRESS I OCTOBER 27, 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.572 Treasury never purchased any 504 Community Development Loan-backed securities through UCSB.573 Treasury later lowered the amount available to purchase securities under UCSB to $400 million.574 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.575 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.576 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.577 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.578 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.579 On September 23, 2011, Treasury announced the sale of four of the SBA 7(a) securities for approximately $62.1 million, which it said represented overall gains and income of about $1.8 million for the four securities.580 As of September 30, 2011, Treasury had completed sales of a total of 16 SBA 7(a) securities, for total proceeds of $213.6 million.581 As of September 30, 2011, Treasury had received $25.1 million and $11.6 million in amortizing principal and interest payments, respectively.582 Table 2.35 shows the CUSIPs, investment amounts for the securities Treasury bought as well as the sales price and proceeds. 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 $10 million for community development. Pool Assemblers: Firms authorized to create and market pools of SBAguaranteed loans. SBA Pool Certificates: Ownership interest in a bond backed by SBAguaranteed loans. For more information on SBA 7(a) Loan Program mechanics and TARP support for the program, see SIGTARP’s April 2010 Quarterly Report, pages 105-106. 135 136 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM TABLE 2.35 FLOATING-RATE SBA 7(A) SECURITIES, AS OF 9/30/2011 ($ MILLIONS) Investment Amounta 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 2.4 4/8/2010 83165AD84 Coastal Securities 26.0 25.0 2.3 4/8/2010 83164KZH9 Coastal Securities 9.6 7.1 2.8 5/11/2010 83165AEE0 Coastal Securities 11.5 10.6 1.3 5/11/2010 83164K2Q5 Coastal Securities 14.2 13.9 0.8 5/11/2010 83165AED2 Coastal Securities 9.7 9.5 0.6 5/25/2010 83164K3B7 Coastal Securities 9.3 9.0 0.5 5/25/2010 83165AEK6 Coastal Securities 18.8 16.7 2.7 6/17/2010 83165AEQ3 Coastal Securities 38.3 36.1 3.1 6/17/2010 83165AEP5 Coastal Securities 31.7 29.1 3.4 7/14/2010 83164K3Y7 Coastal Securities 6.4 6.1 0.5 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 10.2 0.4 8/17/2010 83165AEZ3 Coastal Securities 9.2 7.1 1.7 8/17/2010 83165AFB5 Coastal Securities 5.5 8/17/2010 83165AE91 Coastal Securities 11.1 8/31/2010 83165AEW0 Shay Financial 10.3 8/31/2010 83165AFA7 Shay Financial 11.7 0.5 8/31/2010 83164K5H2 Coastal Securities 7.3 0.5 9/14/2010 83165AFC3 Shay Financial 10.0 1.4 9/14/2010 83165AFK5 Shay Financial 8.9 1.0 9/14/2010 83164K5F6 Coastal Securities 6.1 0.3 9/14/2010 83164K5L3 Coastal Securities 6.4 0.3 9/28/2010 83164K5M1 Coastal Securities 3.8 0.2 9/28/2010 83165AFT6 Coastal Securities 13.1 1.1 9/28/2010 83165AFM1 Shay Financial 15.3 0.8 9/28/2010 83165AFQ2 Shay Financial Total Investment Amount $3.5 1.8 0.5 14.2 0.9 0.5 0.5 1.2 9.2 17.1 $368.1 $1.1 1.2 0.6 $213.6 $36.9 Notes: Numbers affected by rounding. a Investment amounts may include accrued principal interest. Sources: Treasury, Transactions Report, 10/3/2011; Treasury, Dividends and Interest Report, 10/11/2011; Treasury, responses to SIGTARP data call, 12/16/2010, 1/14/2011, 4/6/2011, 7/13/2011, and 10/11/2011. QUARTERLY REPORT TO CONGRESS I OCTOBER 27, 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.”583 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.584 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.585 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.586 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, with CGI Holding LLC, “Old Chrysler”], and Chrysler Group LLC [“New Chrysler”]), and Chrysler Financial Services Americas LLC (“Chrysler Financial”).587 Treasury originally obligated $5 billion under ASSP but adjusted this amount to $413.1 million to reflect actual borrowings, thereby reducing at that time 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).588 As of September 30, 2011, Treasury had received approximately $35.3 billion in principal repayments, preferred stock redemptions, and stock sale proceeds and $4.4 billion in dividends, interest, and fees.589 The amount and types of Treasury’s outstanding AIFP investments have changed over time as a result of principal repayments, preferred stock redemptions by the issuer, Treasury’s sale of common stock, old loan conversions (into equity), and post-bankruptcy restructurings. Treasury now holds 32% of the common equity in New GM and an administrative claim in Old GM’s bankruptcy with an outstanding principal amount of approximately $874.9 million based on loans made to Old GM. Additionally, Treasury holds $5.9 billion in mandatorily convertible preferred shares (“MCP”) and 73.8% of the common equity in Ally Financial. On July 21, 2011, Treasury sold to Fiat North America LLC (“Fiat”) Treasury’s remaining equity ownership interest in New Chrysler and Treasury’s rights to receive proceeds under an agreement with the United Auto Workers (“UAW”) retiree trust pertaining to the trust’s shares in New Chrysler. Treasury retains the right to recover certain proceeds from Old Chrysler’s bankruptcy. 137 138 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM Treasury’s investments in these three programs and the companies’ payments of principal are summarized in Table 2.36 and, for Chrysler and GM, categorized by the timing of the investment in relation to the companies’ progressions through bankruptcy. TABLE 2.36 TARP AUTOMOTIVE PROGRAMS EXPENDITURES AND PAYMENTS, AS OF 9/30/2011 ($ BILLIONS) Chrysler GMa Chrysler Financial Ally Financial Inc. (formerly GMAC) Total $4.0 $19.4 $1.5 $17.2 $42.1 0.1 0.3 Pre-Bankruptcy AIFP ASSP B AWCP Subtotal 0.3 0.4 $4.4 $20.1 0.4 0.6 $1.5 $17.2 $43.1 In-Bankruptcy (DIP Financing) AIFP $1.9 $30.1 $32.0 Subtotal $1.9 $30.1 $32.0 Post-Bankruptcy (Working Capital) AIFP $4.6 $4.6 Subtotal $4.6 $4.6 Subtotals by Program: AIFP $78.7 ASSP 0.4 AWCP 0.6 Total Expenditures $10.9 $50.2 $1.5 $17.2 $79.7 Principal Repaid to Treasury ($8.0) ($23.1) ($1.5) ($2.7)c ($35.3) Net Expenditures $2.9 $27.0 $0.0 $14.5 $44.4 Total Loss on Investment $2.9 $2.9 Notes: Numbers may not total due to rounding. a Including GM’s debt payments of $50 million on March 31, 2011, $45 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 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, 10/3/2011. QUARTERLY REPORT TO CONGRESS I OCTOBER 27, 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.”590 As of September 30, 2011, Treasury had received approximately $3.8 billion in dividends, interest, and fees from participating companies.591 Of AIFP-related loan principal repayments and share sale proceeds, Treasury has received approximately $22.4 billion related to its GM investment, $7.6 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.592 As discussed below, additional payments of $640.7 million and $413.1 million, respectively, were received under AWCP and ASSP.593 GM Through September 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, Treasury’s prebankruptcy 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 of 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.594 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.595 As of September 30, 2011, the GM entities had made approximately $756.7 million in dividend and interest payments to Treasury under AIFP.596 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 Old GM during its bankruptcy. What remained in escrow was released to New GM without restrictions with the final debt payment by New GM to Treasury on the $6.7 billion loan referenced above in April 2010.597 A separate $985.8 million loan was left behind with Old GM for wind-down costs associated with its liquidation.598 As previously discussed, Treasury was granted an allowed administrative claim for its $985.8 million loan to Old GM in the bankruptcy. As of September 30, 2011, 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. 139 140 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM Treasury had received approximately $110.9 million in repayments related to this claim. Sale of GM Common Stock 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.599 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.600 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%.601 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.602 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.603 On January 13, 2011, Treasury’s ownership in GM was diluted from 33.3% to 32% as a result of GM contributing 61 million of its common shares to fund GM’s hourly and salaried pension plans.604 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.605 The break-even price — $53.98 per share — is calculated by dividing the $27 billion (the amount that remains outstanding of the funds that Treasury extended to GM, after repayment of the loan by New GM, the proceeds received by Treasury as a result of the IPO, repurchase of Treasury’s Series A preferred shares (including a $41.9 million gain), and repayments to Treasury related to the Old GM bankruptcy claim) by the 500.1 million remaining shares owned by Treasury. If the $756.7 million in dividends 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. 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 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 through a working capital facility.606 In consideration for its assistance to Chrysler, Treasury received 9.9% of the common equity in New Chrysler. QUARTERLY REPORT TO CONGRESS I OCTOBER 27, 2011 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.607 According to Treasury, it is unlikely to fully recover its initial investment of approximately $1.9 billion related to the DIP loan.608 As of September 30, 2011, Treasury had recovered approximately $48.1 million from asset sales.609 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.610 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.611 On May 14, 2010, Treasury accepted $1.9 billion in full satisfaction of its $3.5 billion loan to CGI Holding LLC.612 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.613 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 million in debt assumed by New Chrysler from the original $4 billion loan to CGI Holding LLC.614 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.615 Over time, Fiat increased its ownership of New Chrysler. On July 21, 2011, Treasury sold to Fiat for $500 million Treasury’s remaining equity ownership interest in New Chrysler. Treasury also sold to Fiat for $60 million Treasury’s rights to receive proceeds under an agreement with the United Auto Workers retiree trust pertaining to the trust’s shares in New Chrysler.616 As discussed above, Treasury retains the right to recover certain proceeds from Old Chrysler’s bankruptcy. As of July 21, 2011, the Chrysler entities had made approximately $1.2 billion in interest payments to Treasury under AIFP.617 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 $2,500.618 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.619 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.620 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 141 142 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM exercised for an additional $375 million in MCP at an additional cost of approximately $75,000.621 On December 30, 2009, Treasury invested another $3.8 billion in GMAC, and Treasury received $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.622 Additionally, Treasury converted $3 billion of its MCP into GMAC common stock, increasing its common equity ownership from 35.4% to 56.3%. This increase in ownership gave Treasury the right to appoint two additional directors to GMAC’s board, potentially bringing the total number of Treasuryappointed directors to four.623 On May 10, 2010, GMAC changed its name to Ally Financial Inc.624 On December 30, 2010, Treasury announced the conversion of $5.5 billion of its MCP in Ally Financial to common equity, increasing Treasury’s ownership stake in Ally Financial’s common equity from 56.3% to 73.8%.625 Treasury converted the MCP at one times the book value of Ally Financial’s tangible common equity balance as of September 30, 2010, subject to certain adjustments.626 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.627 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.628 The public offering closed on March 7, 2011, resulting in FIGURE 2.11 approximately $2.7 billion in total proceeds to Treasury.629 OWNERSHIP IN ALLY FINANCIAL/GMAC 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%, New GM 4% Treasury has the right to appoint two additional directors, for a total of six, to Ally GM Trust Third-Party Financial’s board, increasing the size of the board to 11 members.630 On February 6% Investors 28, 2011, Treasury appointed its fourth director to Ally Financial’s board.631 As of 8% September 30, 2011, Treasury had not exercised its right to fill its remaining two Cerberus 9% United States Department director positions.632 The conversion of $5.5 billion of Treasury’s MCP diluted the 74% of the shares of other existing shareholders in Ally Financial. Following the conversion, Treasury 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 Note: Numbers may not total due to rounding. common equity.633 Figure 2.11 shows the breakdown of common equity ownership Note: Numbers may not total due to rounding. Source: Ally Financial, Inc.: “Ownership Structure,” media.ally. com/index.php?s=51, accessed 10/10/2011. in Ally Financial as of September 30, 2011. Source: : Ally Financial, Inc.: “Ownership Structure,” media.ally.com/index.php?s=51, accessed 10/10/2011. QUARTERLY REPORT TO CONGRESS I OCTOBER 27, 2011 Proposed Ally Financial IPO On March 31, 2011, Ally Financial filed a Form S-1 Registration statement for an IPO with the Securities and Exchange Commission (“SEC”).634 The document includes a prospectus relating to the issuance of Ally Financial common stock.635 The prospectus also outlines certain aspects of Ally Financial’s business operations and risks facing the company.636 Ally Financial stated that the IPO would consist of “common stock to be sold by the U.S. Department of the Treasury.”637 On May 17, 2011, June 3, 2011, June 29, 2011, and August 18, 2011, Ally Financial disclosed additional details about its upcoming IPO in amended Form S-1 Registration statements filed with the SEC.638 Concurrent with the IPO, Treasury plans to convert $2.9 billion of its existing $5.9 billion of MCP into common stock.639 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.640 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.641 As of September 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.642 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.643 This brought Treasury’s total holdings in Ally Financial securities to a par value of approximately $15.3 billion, for which it expended approximately $14.5 billion in TARP funds.644 Table 2.37 summarizes Treasury’s Ally Financial holdings as of September 30, 2011. TABLE 2.37 TREASURY HOLDINGS IN ALLY FINANCIAL (FORMERLY GMAC) AS OF 9/30/2011 ($ BILLIONS) TOTAL Mandatorily Convertible Preferred Shares (MCP) Common Equity Total $5.9a 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 million in May 2009, the $3 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 10/10/2011; Ally Financial, Form 8-K, 1/5/2010, www. sec.gov/Archives/edgar/data/40729/000119312510001221/d8k.htm, accessed 10/10/2011; 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 10/10/2011. 143 144 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM As of September 30, 2011, Ally Financial had made approximately $2.5 billion in dividend and interest payments to Treasury.645 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.646 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% of any proceeds that Chrysler Financial paid to its parent company, CGI Holding LLC, after certain other distributions were made.647 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.648 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.649 TD Bank Group completed its acquisition of Chrysler Financial on April 1, 2011, and has rebranded Chrysler Financial under the TD Auto Finance brand.650 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.”651 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 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.652 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.653 Additionally, Treasury received $115.9 million in fees and interest payments — $65.6 million from GM and $50.3 million from Chrysler.654 ASSP was terminated on April 5, 2010, for GM and April 7, 2010, for Chrysler.655 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.656 Treasury obligated $640.7 million to this program — $360.6 million for GM and $280.1 million for Chrysler.657 On July 10, 2009, the companies fully repaid Treasury upon their exit from bankruptcy.658 QUARTERLY REPORT TO CONGRESS I OCTOBER 27, 2011 EXECUTIVE COMPENSATION 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.659 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 2009.660 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.661 The Rule also specifically subjects exceptional assistance recipients to enhanced restrictions designed to “maximize long-term shareholder value and protect taxpayer interests.”662 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)663 • 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% ownership threshold664 • Making Home Affordable (“MHA”) program participants, which are statutorily exempt Exceptional Assistance Recipients: Companies that receive assistance under SSFI, TIP, and AIFP. Current recipients are AIG, 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. 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, 2010.665 The Special Master’s responsibilities include the following:666 • 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 financial assistance (employees who are not in the top 25 but are executive 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. 145 146 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM 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. 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 September 30, 2011, only AIG, GM, and Ally Financial (formerly GMAC) were still considered exceptional assistance recipients and subject to the Rule.667 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 2009.668 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 billion TARP loan under AIFP to Treasury on May 14, 2010, in full satisfaction of its outstanding obligations to Treasury.669 Chrysler Group LLC was no longer subject to the Rule after Treasury announced on July 21, 2011, that it had fully exited its investment in Chrysler Group after it had sold its remaining equity ownership interest in the company to Fiat for $500 million and Treasury’s right to receive proceeds under an agreement with the United Auto Workers (“UAW”) retiree trust pertaining to the trust’s share in New Chrysler for $60 million.670 On April 1, 2011, the Office of the Special Master issued compensation determinations for 2011 concerning 98 executives who were the “Top 25” executives at the then-four remaining exceptional assistance recipients:671 • 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, QUARTERLY REPORT TO CONGRESS I OCTOBER 27, 2011 62 individuals were in the Top 25 in 2010 and 2011, and the overall cash 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 cash they received for 2010.672 147 148 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM SECT ION 3 TARP OPERATIONS AND ADMINISTRATION 150 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM QUARTERLY REPORT TO CONGRESS I OCTOBER 27, 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.673 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.674 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 September 30, 2011, it had spent $219.7 million on TARP administrative costs and $554.4 million on programmatic expenditures, for a total of $774.1 million. As of September 30, 2011, Treasury has obligated $253.7 million for TARP administrative costs and $613.7 million in programmatic expenditures for a total of $867.4 million.675 Treasury reported that it employs 93 career civil servants, 105 term appointees, and 21.25 reimbursable detailees, for a total of 219.25 full-time employees.676 Table 3.1 provides a summary of the expenditures and obligations for TARP administrative costs through September 30, 2011. These costs are categorized as “personnel services” and “non-personnel services.” 151 152 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 9/30/2011 Ending 9/30/2011 Personnel Services Personnel Compensation & Benefits Total Personnel Services $74,757,042 $74,588,382 $74,757,042 $74,588,382 $1,380,167 $1,348,943 Non-Personnel Services Travel & Transportation of Persons Transportation of Things 11,960 11,960 753,957 679,194 402 402 175,231,334 141,747,573 1,311,954 1,082,424 248,459 234,688 Rents, Communications, Utilities & Misc. Charges Printing & Reproduction Other Services Supplies & Materials Equipment Land & Structures — — 142 142 Total Non-Personnel Services $178,938,374 $145,105,326 Grand Total $253,695,416 $219,693,709 Dividends and Interest Notes: Numbers affected by rounding. The cost 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, 10/7/2011. CURRENT CONTRACTORS AND FINANCIAL AGENTS As of September 30, 2011, Treasury had retained 120 private vendors: 17 financial agents and 103 contractors, to help administer TARP.677 Table 3.2 provides a summary of the programmatic expenditures, which include costs to hire financial agents and contractors, and obligations through September 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 219.25 that Treasury has identified as working for OFS.678 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.”679 To streamline and expedite contract solicitation, EESA allowed the Treasury Secretary to waive specific Federal Acquisition Regulations for urgent and compelling circumstances.680 153 QUARTERLY REPORT TO CONGRESS I OCTOBER 27, 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 $931,090 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 37,740,788 10/16/2008 PricewaterhouseCoopers Internal control services Contract 32,806,597 30,045,356 10/17/2008 Turner Consulting Group, Inc.2 For process mapping consultant services Interagency Agreement 9,000 — 10/18/2008 Ernst & Young LLP Accounting Services Contract 14,550,519 13,366,598 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 LLC Interagency Agreement 8,095 8,095 11/25/2008 Department of the Treasury — Departmental Offices Administrative Support Interagency Agreement 16,512,820 16,131,121 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 Post 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 — — 12/15/2008 Office of Thrift Supervision Detailees Interagency Agreement 225,547 164,823 12/16/2008 Department of Housing and Urban Development Detailees Interagency Agreement — — 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 8,750 30,416 30,416 Date Vendor Purpose 10/10/2008 Simpson Thacher & Bartlett MNP LLP 10/11/2008 1/6/2009 Securities and Exchange Commission Detailees Interagency Agreement 1/7/2009 Colonial Parking Inc. Lease of parking spaces Contract 275,650 203,233 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 Continued on next page. 154 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM OFS SERVICE CONTRACTS (CONTINUED) Type of Transaction Obligated Value Expended Value Detailees Interagency Agreement $501,118 $501,118 US Government Accountability Office IAA - GAO required by P.L. 110-343 to conduct certain activities related to TARP IAA Interagency Agreement 7,459,049 7,459,049 2/3/2009 Internal Revenue Service Detailees Interagency Agreement 242,499 242,499 2/9/2009 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 272,243 272,243 2/18/2009 Fannie Mae Homeownership Preservation Program Financial Agent 239,870,429 231,274,608 2/18/2009 Freddie Mac Homeownership Preservation Program Financial Agent 143,060,025 132,052,745 2/20/2009 Financial Clerk U.S. Senate Congressional Oversight Panel Interagency Agreement 3,394,348 3,394,348 2/20/2009 Office of Thrift Supervision Detailees Interagency Agreement 203,390 189,533 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 1,394,724 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 2,862,780 2,607,780 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 3/30/2009 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 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 2,415,848 35,187 25,808 4,100,195 4,099,923 Date Vendor Purpose 1/30/2009 Comptroller of the Currency 2/2/2009 4/3/2009 American Furniture Rentals Inc.3 Furniture Rental 1801 Interagency Agreement 4/3/2009 The Boston Consulting Group Management Consulting relating to the Auto industry Contract 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 33,213,445 32,542,187 4/21/2009 FSI Group, LLC Asset Management Services Financial Agent 18,041,838 17,996,725 4/21/2009 Piedmont Investment Advisors, LLC Asset Management Services Financial Agent 8,572,375 8,552,379 Continued on next page. 155 QUARTERLY REPORT TO CONGRESS I OCTOBER 27, 2011 OFS SERVICE CONTRACTS (CONTINUED) Obligated Value Expended Value Interagency Agreement $— $— Detailees Interagency Agreement 48,422 48,422 Department of the Treasury — U.S. Mint “Making Home Affordable” Logo search Interagency Agreement 325 325 5/14/2009 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 90,301 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 2,286,996 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 3,526,454 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 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 5,000 5,000 Date Vendor Purpose 4/30/2009 Department of State Detailees 5/5/2009 Federal Reserve Board 5/13/2009 Type of Transaction 8/25/2009 Department of Justice — ATF Detailees Interagency Agreement 9/2/2009 Knowledge Mosaic Inc. SEC filings subscription service Contract 9/10/2009 Equilar, Inc. Executive Compensation Data Subscription Contract 9/11/2009 PricewaterhouseCoopers PPIP compliance Contract 9/18/2009 Treasury Franchise Fund BPD 9/30/2009 Immixtechnology Inc.3 9/30/2009 9/30/2009 59,990 59,990 2,798,096 2,173,675 Interagency Agreement 436,054 436,054 EnCase eDiscovery ProSuite Interagency Agreement 210,184 — Immixtechnology Inc.3 Guidance Inc. Interagency Agreement 108,000 — NNA INC. Newspaper delivery Contract 8,479 8,220 Continued on next page. 156 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM OFS SERVICE CONTRACTS (CONTINUED) Type of Transaction Obligated Value Expended Value SNL Unlimited, a web-based financial analytics service Contract $460,000 $260,000 Department of the Treasury — Departmental Offices Administrative Support Interagency Agreement 23,682,061 18,026,993 12/16/2009 Internal Revenue Service Detailees Interagency Agreement 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 1,402,623 12/22/2009 Howe Barnes Hoefer & Arnett, Inc. Asset Management Services Financial Agent 2,856,438 2,308,133 12/22/2009 Hughes Hubbard & Reed LLP Document Production services and Litigation Support Contract 1,146,736 830,594 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 2,244,680 12/22/2009 Paradigm Asset Management Co., LLC Asset Management Services Financial Agent 2,387,250 2,229,034 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 549,518 506,937 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 158,600 158,600 3/29/2010 Morgan Stanley Disposition Agent Services Financial Agent 16,685,290 16,685,290 4,797,556 4,797,556 Date Vendor Purpose 9/30/2009 SNL Financial LC 11/9/2009 4/2/2010 Financial Clerk U.S. Senate Congressional Oversight Panel Interagency Agreement 4/8/2010 Squire, Sanders & Dempsey LLP Housing Legal Services Contract 1,229,350 872,936 4/12/2010 Hewitt EnnisKunpp, Inc. Investment Consulting Services Contract 4,401,100 1,592,000 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 4,886,006 4/23/2010 RDA Corporation Data and Document Management Consulting Services Contract 4,516,598 2,784,991 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 15,083,333 6,579,570 Continued on next page. 157 QUARTERLY REPORT TO CONGRESS I OCTOBER 27, 2011 OFS SERVICE CONTRACTS (CONTINUED) Obligated Value Expended Value Contract $8,208 $8,208 Financial Institution Management & Modeling — Training course (J.Talley) Contract 5,000 5,000 Navigant Consulting Program Compliance Support Services Contract 847,416 — Regis and Associates PC Program Compliance Support Services Contract 553,990 77,142 7/22/2010 Ernst & Young LLP Program Compliance Support Services Contract 1,329,943 365,072 7/22/2010 PricewaterhouseCoopers Program Compliance Support Services Contract — — 7/22/2010 Schiff Hardin LLP Housing Legal Services Contract 97,526 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 1,285,416 152,052 8/6/2010 Cadwalader Wickersham & Taft LLP Omnibus procurement for legal services Contract 3,989,597 2,336,679 8/6/2010 Fox, Hefter, Swibel, Levin & Carol, LLP Omnibus procurement for legal services Contract 181,200 96,594 8/6/2010 Haynes and Boone, LLP Omnibus procurement for legal services Contract — — 8/6/2010 Hughes Hubbard & Reed LLP Omnibus procurement for legal services Contract 1,059,784 555,138 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 3,936,741 950,656 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 313,725 105,091 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 — 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 Davis Audrey Robinette Program Operations Support Services to include project management, scanning and document management and correspondence Contract 1,094,236 900,549 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 2,777,752 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 Date Vendor Purpose 6/24/2010 Reed Elsevier Inc (dba LexisNexis) Accurint subscription service for one year — 4 users 6/30/2010 The George Washington University 7/21/2010 7/21/2010 9/27/2010 Type of Transaction Continued on next page. 158 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM OFS SERVICE CONTRACTS (CONTINUED) Date Vendor Purpose Type of Transaction 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 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 3,738,195 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 1,007,050 631,403 11/18/2010 Greenhill & Co., Inc. Structuring and Disposition Services 7,050,000 5,200,000 12/2/2010 Addx Corporation Acquisition Support Services — PSD TARP Contract (action is an order against BPA) 768,653 508,919 12/29/2010 Reed Elsevier Inc. (dba LexisNexis) Accurint subscription services one user Contract 1,026 684 1/5/2011 Canon U.S.A. Inc. Administrative Support Interagency Agreement 12,937 12,013 1/18/2011 Perella Weinberg Partners & Co. Structuring and Disposition Services Financial Agent 6,000,000 4,200,000 1,092,962 1,090,860 Financial Agent Obligated Value Expended Value 1/24/2011 Treasury Franchise Fund BPD Interagency Agreement 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 11,963,327 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 3,600 3/22/2011 Harrison Scott Publications, Inc. Subscription Service Contract 5,894 5,894 3/28/2011 Fox News Network LLC7 Litigation Settlement Interagency Agreement 121,000 121,000 4/20/2011 Federal Reserve Bank of New York (FRBNY) HR Oversight Services IAA Listing 1,300,000 542,793 4/26/2011 PricewaterhouseCoopers LLP Financial Services Omnibus Contract Listing 2,559,632 — 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 677,431 313,716 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 — 4/27/2011 Oculus Group, Inc. Financial Services Omnibus Contract Listing 1,344,568 211,339 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 — Continued on next page. 159 QUARTERLY REPORT TO CONGRESS I OCTOBER 27, 2011 OFS SERVICE CONTRACTS (CONTINUED) Date Vendor Purpose Type of Transaction Obligated Value Expended Value 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 28,486 5/31/2011 Reed Elsevier Inc (dba Lexisnexis) Accurint subscriptions by Lexis/Nexis for 5 users Contract Listing 10,260 855 5/31/2011 West Publishing Corporation Five (5) user subscriptions to CLEAR by West Government Solutions Contract Listing 7,515 — 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 Contract Listing 7,750 — 6/17/2011 Winvale Group LLC Anti-Fraud Protection and Monitoring Subscription Services Contract Listing 221,743 221,743 7/28/2011 Internal Revenue Service-Procurement Detailee IAA Listing 84,234 84,234 9/9/2011 Financial Management Service FMS – NAFEO IAA Listing 13,385 — 9/12/2011 ADC LTD NM MHA Felony Certification Background Checks (BPA) Contract Listing 447,799 22,971 9/15/2011 ABMI – All Business Machines, Inc 4 Level 4 Security Shredders and Supplies Contract Listing 4,392 — 9/29/2011 Department of Interior National Business Center, Federal ConsultIAA Listing ing Group 25,000 — 9/29/2011 Knowledge Mosaic Inc. Renewing TD010-F-249 SEC filings Subscription Service Contract Listing 4,200 — Department of the Treasury Departmental Offices Administrative Support IAA Listing 660,601 338,397 Judicial Watch6 Litigation related Other Listing 1,500 1,500 Judicial Watch Litigation related Other Listing 2,146 2,146 6 Total $810,943,356 $717,570,311 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 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, 10/11/2011. 160 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM S ECT I O N 4 SIGTARP RECOMMENDATIONS 162 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM QUARTERLY REPORT TO CONGRESS I OCTOBER 27, 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 the Troubled Asset Relief Program (“TARP”) to facilitate transparency and effective oversight and to prevent fraud, waste, and abuse. SIGTARP has made 85 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 July 28, 2011 (the “July 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. RECOMMENDATIONS AIMED AT INCREASING SERVICER PERFORMANCE AND BETTER PROTECTING HOMEOWNERS IN TARP’S HOUSING PROGRAMS The TARP-funded housing support programs continue to struggle to reach homeowners, especially the signature Home Affordable Modification Program (“HAMP”). SIGTARP has made numerous recommendations to Treasury regarding improvements that could be made to HAMP and other TARP housing support programs. These recommendations have focused on servicers’ poor treatment of homeowners and serious failures by servicers to follow program rules. The recommendations have also focused on Treasury’s obligation to force servicer compliance with program rules. With just one year left for new mortgage modifications in HAMP, it is not too late for Treasury to make changes to the program, and there remains much that it can do to improve. SIGTARP, through its hotline and anecdotally, continues to hear about homeowner frustration with the performance of mortgage servicers involved in TARP housing programs, particularly in HAMP. To address many of the concerns raised, this quarter, SIGTARP made four new recommendations to improve servicer performance, which should in turn lead to helping more families stay in their homes. Treasury has determined not to take any action based on SIGTARP’s recommendations, claiming that the existing program already addresses the concerns. Treasury must take strong action to help as many additional struggling homeowners as it can before HAMP ends. Treasury recently published an estimate that there are 992,968 homeowners eligible for HAMP. The number of new permanent mortgage modifications each month has hovered between 25,000 and 30,000. While this represents real help for these homeowners, many additional homeowners could receive that same help. If the current rate continues, 520,000 163 164 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM to 600,000 homeowners who are eligible for HAMP will not get a permanent modification before HAMP expires. Rather than refuse to act on SIGTARP recommendations, Treasury should force servicers to change the status quo and help as many of the remaining eligible homeowners as possible stay in their homes. SIGTARP’s recommendations, along with Treasury’s response, are discussed below. Treasury should require that MHA servicer communications with homeowners relating to changes in the status or terms of a homeowner's modification application, trial or permanent modification, HAFA agreement, or any other significant change affecting the homeowner's participation in the MHA program, be in writing. The first of SIGTARP’s housing recommendations came about in response to continuing SIGTARP Hotline and anecdotal evidence that homeowners who apply for Treasury’s housing support programs or are already enrolled in those programs often complain of inadequate, misleading, or confusing communication with their loan servicer. Treasury recently made changes to TARP’s Home Affordable Foreclosure Alternatives (“HAFA”) for short sales and required that servicers notify homeowners of certain determinations of value of their home “either in writing or verbally.” Homeowner outreach and communication could be significantly improved by requiring that all important program milestones and changes in borrower status are clearly communicated and well documented. Email would be sufficient. Written changes help reduce the likelihood that homeowners will be misinformed or confused. The homeowner could refer back to the communication as needed and also respond to the email or other written notice with any follow-up questions. In addition, oral notification is open to abuse, with compliance difficult to assess. Treasury declined to take any action on this recommendation on the grounds that it already requires the servicer to communicate in writing with a borrower an average of ten times, and that soon a single point of contact will communicate with the borrower “by phone, in writing, or through email, until a final loss mitigation decision has been made.” It is not clear that Treasury requires every significant step or change to borrower status in every housing support program to be documented in writing. Most of the written requirements apply to a HAMP application. Treasury’s response fails to address the concerns of participating homeowners who are receiving miscommunication from servicers on important milestones or changes. Given SIGTARP’s continued receipt of Hotline complaints, ten times is not sufficient. Treasury should establish benchmarks and goals for acceptable program performance for all MHA servicers, including the length of time it takes for trial modifications to be converted into permanent modifications, the conversion rate for trial modifications into permanent modifications, the length of time it takes to resolve escalated homeowner complaints, and the percentage of required modification status reports that are missing. QUARTERLY REPORT TO CONGRESS I OCTOBER 27, 2011 There have been a number of other serious complaints made by homeowners, including that trial modifications last much longer than the originally intended three-month period, that many trial modifications fail to ever convert to permanent modifications, and that homeowners have trouble getting timely responses when they escalate their complaints. These complaints are borne out by hard facts with 22% of trial modifications lasting more than six months. Also, as SIGTARP raised in its last quarterly report, Treasury found that three of the largest servicers had inadequate scores for a category deemed “second look,” meaning that homeowners were wrongly denied a conversion from trial to permanent modification. However, Treasury did not withhold any incentives from these three servicers for this problem. After SIGTARP raised problems with the second-look scores, those scores have improved, proving that transparency can lead to servicer improvements. Treasury should set benchmarks on what it deems to be acceptable performance for the length of time it takes for trial modifications to be converted into permanent modifications, the conversion rate for trial modifications into permanent modifications, the length of time it takes to resolve escalated homeowner complaints, and the percentage of required modification status reports that are missing. Clear and transparent benchmarks would make it clear to servicers where they need to improve and allow homeowners and the public to judge a servicer’s performance. Without acceptable benchmarks, servicers may have no reason to change the status quo, and ultimately homeowners may be harmed. For instance, when trial modifications drag on without a decision about whether they will be converted to permanent modifications, homeowners suffer. Even though program guidelines require servicers to cancel or convert trial modifications after three or four monthly payments, 22% of trial modifications still last six months or longer, according to Treasury’s data, with some servicers having higher percentages. This delay results in harm to many homeowners who are in limbo. Without benchmarks set by Treasury, it is difficult to judge whether this is acceptable performance. Meaningful benchmarks for program performance are essential to provide transparent standards of acceptable performance, greatly improve accountability, allow for more effective oversight, and encourage servicers to improve their performance. Treasury responded that it already established benchmarks in this area including that trial periods should last three to four months, and escalated cases should be resolved in 30 days. If these are benchmarks for acceptable performance, many servicers have missed the mark. Treasury should measure all servicers against those benchmarks, because without acceptable benchmarks, servicers will continue their bad practices and ultimately homeowners may suffer. Moreover, Treasury has never established a benchmark for conversion rates from trial modifications to permanent modifications. Treasury should publicly assess the top 10 MHA servicers’ program performance against acceptable performance benchmarks in the areas of: the 165 166 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM length of time it takes for trial modifications to be converted into permanent modifications, the conversion rate for trial modifications into permanent modifications, the length of time it takes to resolve escalated homeowner complaints, and the percentage of required modification status reports that are missing. In conjunction with SIGTARP’s recommendation that Treasury establish benchmarks and goals for acceptable program performance for all servicers, Treasury should include in its quarterly assessment of the top 10 servicers ratings of the individual servicers’ performance against these benchmarks. In its last quarterly Servicer Assessment, Treasury published each of the top 10 servicers’ statistics on the four program performance categories, but compared them only to each other, noting the “best” and the “worst” servicers in each category. That presentation provides an incomplete picture. In the absence of ratings of that performance, it is difficult, if not impossible, to determine whether servicers are performing satisfactorily and the extent to which any improvements might be necessary. Treasury is already evaluating the top 10 servicers’ compliance with MHA guidelines in its quarterly Servicer Assessment. Therefore, not evaluating the servicer’s program performance is puzzling and makes the current MHA Servicer Assessment of limited usefulness and less than user-friendly. Treasury should treat all metrics in both the compliance results and program performance sections the same way. This should not be difficult because each of the four program performance categories is quantitative. Treasury did not accept SIGTARP’s recommendation or even directly address why it will not implement the recommendation, only stating it would “continue to develop and improve the process where appropriate.” It is absolutely appropriate for a top ten servicer receiving millions of dollars in TARP funding with poor program performance in these areas to have its rating made public. Treasury must ensure that all servicers participating in MHA comply with program requirements by vigorously enforcing the terms of the servicer participation agreements, including using all financial remedies such as withholding, permanently reducing, and clawing back incentives for servicers who fail to perform at an acceptable level. Treasury should be transparent and make public all remedial actions taken against any servicer. When any servicer (not just the top 10) fails to perform at acceptable levels, SIGTARP recommended that Treasury vigorously enforce its rights including using all available financial remedies to force servicer compliance with program rules through withholding, permanently reducing, or clawing back incentive payments. The actions Treasury takes in response to unacceptable performance of all servicers may determine whether servicers improve and whether there will be an increase in the number of homeowners who ultimately will receive affordable and sustainable foreclosure prevention assistance under TARP. Treasury decided not to take any further action to implement SIGTARP’s recommendations, stating that it considered the recommendation closed. Treasury stated that it has “succeeded in improving servicer performance” with non-financial remedies and QUARTERLY REPORT TO CONGRESS I OCTOBER 27, 2011 withholding payments (temporarily) from two servicers. Treasury stated that it will exercise financial remedies “when necessary.” Given the wealth of homeowner complaints, if there are benchmarks in this area, Treasury is not adequately enforcing them against the 112 active servicers and additional financial remedies are necessary. For example, if Treasury’s benchmark for acceptable lengths of trial modifications is three to four months, SIGTARP is not aware of any repercussion of servicers who exceed that time. Treasury must double its efforts to ensure that servicers comply with program requirements and aggressively pursue enrollment and conversion goals. So far, Treasury has only temporarily withheld incentives from three servicers, Bank of America, J.P. Morgan Chase, and Wells Fargo. Treasury released $21 million in incentives to Wells Fargo after one quarter when it improved in its ratings. In these cases, the only actual loss to the servicer after the funds are released is the interest that was forgone during the time the funds were being withheld. It remains to be seen if temporarily withholding incentives will be effective at motivating servicers to substantially improve their compliance and program performance. As profit-making businesses, loan servicers can be expected to take actions with urgency commensurate with the cost of the remedies imposed upon them. If Treasury does not take action to change the status quo of its compliance program, servicers will not take action to change their status quo. Compliance with program guidelines is not, and must not be, voluntary. RECOMMENDATIONS REGARDING COMMUNITY BANKS Smaller and medium size banks are not exiting TARP with the same speed as the larger banks, with approximately 400 still in TARP. Of these, many are not paying their TARP dividend and in some cases, the banks are operating under an order by their regulator. Compared to larger banks, community banks may face an uphill battle to exit TARP. Community banks do not have the same access to capital as the larger banks. They are more exposed to distressed commercial real estate related assets and non-performing loans. Despite the dramatic efforts to expedite the largest banks exit from TARP, there appears to be no corresponding concrete plan for community banks’ exit from TARP. The only exit strategy for smaller TARP banks that has been announced is the Small Business Lending Fund (“SBLF”). Through this program, Treasury invested $4 billion in smaller banks. However, more than half of those dollars (approximately $2.2 billion) went to swapping 137 TARP banks out of TARP and into this non-TARP Government program. This program ties increased lending to a dividend rate that is less than the TARP 5% dividend rate, but removes executive compensation restrictions and any perceived TARP stigma, the two complaints SIGTARP heard from some of the largest banks. Banks who were not paying their TARP dividend were not eligible to apply for SBLF. However, 320 of the more than 167 168 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM 500 banks left in TARP applied to swap into SBLF. For these banks, SBLF may have been their TARP exit plan. SIGTARP’s recommendations are discussed below. Treasury, in consultation with Federal banking regulators, should develop a clear TARP exit path to ensure that as many community banks as possible repay the TARP investment and prepare to deal with the banks that cannot. Treasury should develop criteria pertaining to restructurings, exchanges, and sales of its TARP investments (including any discount of the TARP investment, the treatment of unpaid TARP dividend and interest payments, and warrants). Community banks need a clear exit path out of TARP that is put into action well before a scheduled rise in the TARP dividend (beginning in the fall of 2013 for many banks). The best exit path for community banks should involve access to new capital to replace the TARP capital. After five years, the 5% TARP dividend rate will rise to a very expensive 9%. SIGTARP is concerned that when the dividend rate increases, many of these banks will remain in TARP but still be unable to access new capital. If that is the case, many will have no means either to exit TARP or to pay their required dividend payments. Owing to the rising number of small and medium-size banks that continue to experience high losses and financial difficulties, and in order to prevent a total TARP loss, Treasury has agreed on a case-by-case basis to an increasing number of restructurings, exchanges, and sales of the TARP investments, sometimes at a steep discount. Because Treasury has shown a willingness to enter into these transactions, community banks may be relying on the fact that Treasury will enter into a similar transaction with them prior to the dividend rise. This impression could create moral hazard concerns by taking away incentives for banks to find capital on their own – a necessary step to exit TARP. Treasury evaluates a bank’s proposal to restructure or exchange the TARP investment based upon its “unique facts and circumstances.” Treasury takes into account five principles; (1) the pro forma capital position of the institution; (2) Treasury’s position in the capital structure; (3) the overall economic impact of the transaction to the Federal government; (4) guidance of the primary supervisor; and (5) consistent pricing with comparable marketplace transactions. Treasury believes that this case-by-case approach is “better suited to fulfilling its statutory responsibilities.” Rather than approach it on a case-by-case basis when it is often too late to recoup the entire TARP investment, SIGTARP recommended that Treasury develop criteria pertaining to restructurings, exchanges, and sales of its TARP investments. At a minimum, the criteria should include the factors that apply to when Treasury would consider taking a discount on the TARP investment. Treasury should also determine the criteria for calculating the amount of any discount that Treasury would be willing to accept. The criteria should also include the treatment of unpaid TARP dividends and interest payments, and warrants. Without criteria, Treasury risks the process being ad hoc and inconsistent. QUARTERLY REPORT TO CONGRESS I OCTOBER 27, 2011 Treasury should assess whether it should renegotiate the terms of its Capital Purchase Program contracts for those community banks that will not be able to exit TARP prior to the dividend rate increase in order to help preserve the value of taxpayers’ investments. Treasury should commit to prudent stewardship of its TARP investments and take immediate action to ensure that as many banks as possible repay taxpayers and to prepare to deal with the banks that cannot. SIGTARP recommended that Treasury assess whether it should renegotiate the terms of its CPP contracts for those community banks that will not be able to exit TARP prior to the dividend rate increase. All banks regardless of their size, received CPP funds on the same terms, but the one-size-fits-all repayment terms may not fit all. If many of these banks are not paying the 5% dividends, an increase to 9% may not have the intended effect of incentivizing them to exit TARP if they have no ability to raise capital. It may have the opposite effect as many of these banks will scramble to raise capital in the markets at the exact same timeframe, at potentially less than favorable terms, which could flood the markets and have a destabilizing effect on communities. The banks may put enormous pressure on Treasury to agree to restructure or sell (at a steep discount) its investments in hundreds of banks during the same time period because Treasury may have no other choice other than face a complete loss. This could put the taxpayers’ investment in these banks in jeopardy. RECOMMENDATIONS REGARDING TREASURY’S PROCESS FOR CONTRACTING FOR PROFESSIONAL SERVICES UNDER TARP In its audit report “Legal Fees Paid Under the Troubled Asset Relief Program: An Expanded Report,” released on September 28, 2011, SIGTARP audited Treasury’s process for contracting for and payment to five law firms who were paid more than $27 million. As SIGTARP conducted its audit, it found weaknesses in the contract and bills for the law firm Venable, LLP. In light of the magnitude of legal fees that continue to be paid to law firms, SIGTARP decided to issue a report (released on April 14, 2011) designed to provide the Office of Financial Stability (“OFS”) an opportunity to quickly strengthen its polices, controls, and contracts to better protect taxpayers. SIGTARP’s expanded audit report covered four additional law firms, Simpson Thacher & Bartlett LLP, Cadwalader Wickersham & Taft LLP, Locke Lord Bissell & Liddell LLP, and Bingham McCutchen LLP, that together were paid more than $25.5 million by OFS. SIGTARP found weaknesses in OFS’s contracts with the four law firms and then-existing billing review procedures that caused it to fall short in comparison to the best practices identified by SIGTARP and used by other Federal entities. SIGTARP audited a $9.1 million sample of legal fee bills from the four firms and found bills that contained either no descriptions or vague descriptions of work performed, block billing, unsupported expense charges, and administrative charges 169 170 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM that were not allowed under the contract. As a result, OFS would not have been able to adequately assess the reasonableness of the fees it paid. In total, SIGTARP questioned $8.1 million, or 89%, of the $9.1 million audit sample. Although SIGTARP questioned fee bills from all of the law firms, this does not mean that all the fees and expenses questioned are unreasonable. The report included the following five new recommendations to Treasury. Implementing them will increase taxpayer protections and ensure that taxpayers are getting their money’s worth from these law firms. First, Treasury should specifically determine the allowability of $7,980,215 in questioned, unsupported legal fees and expenses paid to the following law firms: • Simpson Thacher & Bartlett LLP $5,791,724 • Cadwalader Wickersham & Taft LLP $1,983,685 • Locke Lord Bissell & Liddell LLP $146,867 • Bingham McCutchen LLP (novated from McKee Nelson LLP) $57,939 In response, Treasury neither agreed nor disagreed with the recommendations but stated that it is committed to working with SIGTARP. Treasury also stated that it was well positioned to judge the quality and value of assistance provided by the firms and to ensure that taxpayer funds were used wisely. SIGTARP disagrees with Treasury’s position on the value it received. Federal regulations require that fees be allocable to the contract, reasonable, and allowable in order to be paid. Treasury is responsible for questioning fees to make this determination. The bills that SIGTARP reviewed were substandard by industry standards and so there was no way for Treasury to know whether they were reasonable. The fees questioned by SIGTARP may not all be unreasonable, but it is the responsibility of Treasury to question them and get more details to make that determination. Because OFS did not question these legal fees and request more detailed information, it could not have determined that amounts billed and paid were reasonable which presented an unacceptable risk that taxpayers are overpaying for legal services. As an example of the substandard bills found by SIGTARP in its examination, on one day, Treasury received two bills from Simpson Thacher – one was for $200,000 and one was for $300,000. There is only one entry on each bill, and all that is listed is the contract language on the scope of the work. There are no dates or date ranges, no timekeepers listed, no individual entries, no listing of how many hours were involved, and no description of work performed. These are not fixed rate contracts, but rather hourly contracts. Given these bills, there was no way for Treasury to know whether the work was reasonable. Second, the Treasury contracting officer should disallow and seek recovery from Simpson Thacher & Bartlett LLP for $96,482 in questioned, ineligible fees and expenses paid that were not allowed under the OFS contract. Specifically, those are $68,936 for labor hours billed at rates in excess of QUARTERLY REPORT TO CONGRESS I OCTOBER 27, 2011 the allowable maximums set in contract TOFS-09-0001, task order 1, and $22,546 in other direct costs not allowed under contract TOFS-09-007, task order 1. In response, Treasury neither agreed nor disagreed with the recommendation. Third, Treasury should promptly review all previously paid legal fee bills from all law firms with which it has a closed or open contract to identify unreasonable or unallowable charges and seek reimbursement for those charges, as appropriate. In response, Treasury neither agreed nor disagreed with the recommendation. Fourth, Treasury should require in any future solicitation for legal services multiple rate categories within the various partner, counsel, and associate labor categories. The additional labor rate categories should be based on the number of years the attorneys have practiced law. In response, Treasury neither agreed nor disagreed with the recommendation. Fifth, Treasury should pre-approve specified labor categories and rates of all contracted legal staff before they are allowed to work on and charge time to OFS projects. In response, Treasury neither agreed nor disagreed with the recommendation. 171 * * * * * * * * 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 172 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 OCTOBER 27, 2011 173 * * * * 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 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. Comments 174 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM * * * 29 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 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 verify that incentives paid to servicers are accurately applied to the respective homeowner participating in MHA during its servicer compliance reviews. Treasury also stated that it has undertaken a pilot program to verify owner-occupancy and identity. SIGTARP continues to monitor implementation of this recommendation. Treasury rejected SIGTARP’s recommendation for a closing-like procedure. However, since this recommendation was issued, Treasury has taken several actions to prevent fraud on the part of either MHA servicers or applicants. For example, it directed its program administrator, Fannie Mae, to develop a process to verify an applicant’s residence prior to funding. Other actions taken by Treasury in an effort to streamline the HAMP application process, though, have reduced safeguards against fraud. Comments QUARTERLY REPORT TO CONGRESS I OCTOBER 27, 2011 175 * 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. That timeframe has already expired. Treasury’s failure to adopt this recommendation potentially puts significant Government funds at risk. Even though there has been two years of trading by the PPIFs, Treasury still has not specified a benchmark by which performance of a PPIF can be measured. Treasury’s fund manager, Ennis Knupp, Inc., did not retain a consultant to assist in developing appropriate risk and performance metrics for the PPIP program and for the individual PPIFs until August 2011. 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 176 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 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. Comments QUARTERLY REPORT TO CONGRESS I OCTOBER 27, 2011 177 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 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 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. Comments 178 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM * * 57 58 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 Implemented X X X X Partially Implemented Note: * Indicates that Treasury considers the recommendation closed and will take no further action. 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 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 that were 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 OCTOBER 27, 2011 179 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. 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. 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. 64 65 66 X X X Implemented Partially Implemented Note: * Indicates that Treasury considers the recommendation closed and will take no further action. 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. 63 Treasury should reconsider the length of the minimum term of HAMP’s unemployment forbearance program. 62 * Treasury should adopt a uniform appraisal process across all HAMP and HAMP-related short-sale and principal reduction programs consistent with FHA’s procedures. (CONTINUED) 61 Recommendation SIGTARP RECOMMENDATIONS TABLE In Process X X X Not Implemented TBD/NA Continued on next page. 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. For more than a year, Treasury refused to adopt this recommendation, even though average U.S. terms of unemployment were lengthening. However, in July 2011, the Administration announced a policy change, and Treasury has extended the minimum term of the unemployment program from three months to 12 months, effective October 1, 2011. Comments 180 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM * * * * * 68 69 70 71 72 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. 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. (CONTINUED) X X X Implemented Partially Implemented Note: * Indicates that Treasury considers the recommendation closed and will take no further action. * 67 Recommendation SIGTARP RECOMMENDATIONS TABLE X X X In Process Not Implemented TBD/NA Continued on next page. Treasury told SIGTARP that it is preparing a debt determination and demand letter to Venable. Treasury stated that efforts continue with the other law firms. 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. Comments QUARTERLY REPORT TO CONGRESS I OCTOBER 27, 2011 181 * * * 74 75 76 Treasury should publicly assess the top 10 MHA servicers’ program performance against acceptable performance benchmarks in the areas of: the length of time it takes for trial modifications to be converted into permanent modifications, the conversion rate for trial modifications into permanent modifications, the length of time it takes to resolve escalated homeowner complaints, and the percentage of required modification status reports that are missing. Treasury should establish benchmarks and goals for acceptable program performance for all MHA servicers, including the length of time it takes for trial modifications to be converted into permanent modifications, the conversion rate for trial modifications into permanent modifications, the length of time it takes to resolve escalated homeowner complaints, and the percentage of required modification status reports that are missing. Treasury should require that MHA servicer communications with homeowners relating to changes in the status or terms of a homeowner’s modification application, trial or permanent modification, HAFA agreement, or any other significant change affecting the homeowner’s participation in the MHA program, be in writing. 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. 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. (CONTINUED) Implemented X X Partially Implemented Note: * Indicates that Treasury considers the recommendation closed and will take no further action. 77 * 73 Recommendation SIGTARP RECOMMENDATIONS TABLE In Process X X X Not Implemented TBD/NA Continued on next page. See discussion in this section. See discussion in this section. See discussion in this section. Minutes of recent MHA Compliance Committee meetings contain brief explanations of servicer assessment rating decisions. However, these minutes do not explain the Committee’s deliberations in detail, do not indicate how members voted beyond a tally of the votes, and do not discuss follow-up actions or escalation. SIGTARP will continue to monitor Treasury’s implementation of the recommendation. Treasury made important changes to its servicer assessments by including metrics for the ratings, including several quantitative metrics. However, qualitative metrics to assess the servicer’s internal controls in the three ratings categories remain, and guidelines or criteria for rating the effectiveness of internal controls are still necessary. SIGTARP will continue to monitor Treasury’s implementation of this recommendation. Comments 182 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM Treasury should promptly review all previously paid legal fee bills from all law firms with which it has a closed or open contract to identify unreasonable or unallowable charges and seek reimbursement for those charges, as appropriate. Treasury should require in any future solicitation for legal services multiple rate categories within the various partner, counsel, and associate labor categories. The additional labor rate categories should be based on the number of years the attorneys have practiced law. Treasury should pre-approve specified labor categories and rates of all contracted legal staff before they are allowed to work on and charge time to OFS projects. Treasury, in consultation with Federal banking regulators, should develop a clear TARP exit path to ensure that as many community banks as possible repay the TARP investment and prepare to deal with the banks that cannot. Treasury should develop criteria pertaining to restructurings, exchanges, and sales of its TARP investments (including any discount of the TARP investment, the treatment of unpaid TARP dividend and interest payments, and warrants). 81 82 83 84 Implemented Partially Implemented Note: * Indicates that Treasury considers the recommendation closed and will take no further action. The Treasury contracting officer should disallow and seek recovery from Simpson Thacher & Bartlett LLP for $96,482 in questioned, ineligible fees and expenses paid that were not allowed under the OFS contract. Specifically, those are $68,936 for labor hours billed at rates in excess of the allowable maximums set in contract TOFS-09-0001, task order 1, and $22,546 in other direct costs not allowed under contract TOFS-09-007, task order 1. 80 Treasury must ensure that all servicers participating in MHA comply with program requirements by vigorously enforcing the terms of the servicer participation agreements, including using all financial remedies such as withholding, permanently reducing, and clawing back incentives for servicers who fail to perform at an acceptable level. Treasury should be transparent and make public all remedial actions taken against any servicer. Treasury should specifically determine the allowability of $7,980,215 in questioned, unsupported legal fees and expenses paid to the following law firms: Thacher & Bartlett LLP ($5,791,724); Cadwalader Wickersham & Taft LLP ($1,983,685); Locke Lord Bissell & Liddell LLP ($146,867); and Bingham McCutchen LLP (novated from McKee Nelson LLP, $57,939). * (CONTINUED) 79 78 Recommendation SIGTARP RECOMMENDATIONS TABLE In Process X X X X X X X Not Implemented TBD/NA Continued on next page. See discussion in this section. See discussion in this section. See discussion in this section. See discussion in this section. See discussion in this section. See discussion in this section. See discussion in this section. Comments QUARTERLY REPORT TO CONGRESS I OCTOBER 27, 2011 183 Treasury should assess whether it should renegotiate the terms of its Capital Purchase Program contracts for those community banks that will not be able to exit TARP prior to the dividend rate increase in order to help preserve the value of taxpayers’ investments. (CONTINUED) Implemented Partially Implemented Note: * Indicates that Treasury considers the recommendation closed and will take no further action. 85 Recommendation SIGTARP RECOMMENDATIONS TABLE In Process X Not Implemented TBD/NA See discussion in this section. Comments 184 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM QUARTERLY REPORT TO CONGRESS I OCTOBER 27, 2011 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. 25. 26. 27. 28. 29. 30. 31. 32. 33. Reductions in exposure were related to the Asset Guarantee Program and to the termination of equity and debt facilities for AIG and Chrysler that were never drawn down. 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Emergency Economic Stabilization Act of 2008, P.L. 110-343, 10/3/2008. 207 208 SPECIAL INSPECTOR GENERAL I TROUBLED ASSET RELIEF PROGRAM GLOSSARY I APPENDIX A I OCTOBER 27, 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. dividend payment. If the company does not pay the dividend on schedule, it still owes the missed dividend to the stock’s owner. 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. Custodian Bank: Bank holding the collateral and managing accounts for FRBNY; for TALF the custodian is Bank of New York Mellon. 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. 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. Bank Holding Company (“BHC”): Company that owns and/ or controls one or more U.S. banks. 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. 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. 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. Commercial Mortgage-Backed Securities (“CMBS”): Bonds backed by one or more mortgages on commercial real estate (e.g., office buildings, rental apartments, hotels). 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. 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 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. 209 210 APPENDIX A I GLOSSARY I OCTOBER 27, 2011 Equity: Investment that represents an ownership interest in a business. 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, 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”). 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. Nationally Recognized Statistical Rating Organization (“NRSRO”): Credit rating agency registered with the SEC. GLOSSARY I APPENDIX A I OCTOBER 27, 2011 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. 211 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. Non-Cumulative Preferred Stock: Preferred stock with a defined dividend, without the obligation to pay missed dividends. 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. Non-Recourse Loan: Secured loan in which the borrower is relieved of the obligation to repay the loan upon surrendering the collateral. Senior Preferred Stock: Shares that give the stockholder priority dividend and liquidation claims over junior preferred and common stockholders. Obligations: Definite commitments that create a legal liability for the Government to pay funds. Senior Subordinated Debentures: Debt instrument ranking below senior debt but above equity with regard to investors’ claims on company assets or earnings. 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 holding companies, certain savings and loan holding companies, and mutual organizations. 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. 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 212 APPENDIX A I GLOSSARY I OCTOBER 27, 2011 income and losses on their personal tax returns and are taxed at their individual income tax rates. FCIC, glossary, no date, www.fcic.gov/resource/glossary, accessed 10/5/2011. 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 10/5/2011. 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. 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. 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. 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. Notes: 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 10/5/2011. Federal Reserve Board, Federal Reserve Banks Operating Circular No. 8: Collateral, www.frbservices.org, accessed 10/5/2011. FDIC, “Credit Card Securitization Manual,” no date, www.fdic.gov/regulations/examinations/ credit_card_securitization/glossary.html, accessed 10/5/2011. FRBNY, “TALF FAQ’s,” 9/1/2009, www.newyorkfed.org/markets/talf_faq.html, accessed 10/5/2011. 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 10/5/2011. GAO, “Principles of Federal Appropriations Law, Third Edition, Volume II,” 1/2004, www.gao.gov/special.pubs/d06382sp.pdf, p. 7-3, accessed 10/5/2011. 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 10/5/2011. 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 10/5/2011. IRS, “Glossary of Offshore Terms,” no date, www.irs.gov/businesses/small/article/ 0,,id=106572,00.html, accessed 10/5/2011. 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 10/5/2011. 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 10/5/2011. SEC, “NRSRO,” no date, www.sec.gov/answers/nrsro.htm, accessed 10/5/2011. 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 10/5/2011. Treasury, “Decoder,” www.treasury.gov/initiatives/financial-stability/Pages/Glossary.aspx, accessed 10/5/2011. Treasury, “Examinations of Mutual Savings Associations,” 11/1/2001, www.ots.treas.gov/ _files/25153.pdf, accessed 10/5/2011. Treasury, “Fact Sheet: Unlocking Credit for Small Businesses,” no date, www.treasury.gov/initiatives/ financial-stability/investment-programs/sbli/Pages/unlockingCreditforSmallBusinesses.aspx, accessed 10/5/2011. 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 10/5/2011. 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 10/5/2011. Treasury, “TARP Standards for Compensation and Corporate Governance,” 6/10/2009, www.treasury.gov/press-center/press-releases/Pages/tg165.aspx, accessed 10/5/2011. 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 10/5/2011. U.S. Department of Housing and Urban Development, “Glossary,” no date, www.hud.gov/offices/hsg/ sfh/buying/glossary.cfm, accessed 10/5/2011. ACRONYMS AND ABBREVIATIONS I APPENDIX B I OCTOBER 27, 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 COP Congressional Oversight Panel COTR contracting officer’s technical representative Capital Purchase Program AIA SPV AIA Aurora LLC CPP AIFP Automotive Industry Financing Program Customers Customers Bancorp, Inc., Phoenixville, Pennsylvania AIG American International Group, Inc. DIP debtor-in-possession AIG Trust AIG Credit Facility Trust ALICO American Life Insurance Company Dodd-Frank Act Dodd-Frank Wall Street Reform and Consumer Protection Act ALICO SPV ALICO Holdings LLC DTI debt-to-income ratio Ally Financial Ally Financial Inc. Edison AIG Edison Life Insurance Company ARM adjustable rate mortgage EESA Emergency Economic Stabilization Act of 2008 ARRA American Recovery and Reinvestment Act of 2009 Fannie Mae Federal National Mortgage Association ASSP Auto Supplier Support Program FAR Federal Acquisition Regulation AWCP Auto Warranty Commitment Program FBI Federal Bureau of Investigation Bank of America Bank of America Corporation FCB First Community Bank of America FCBA First Community Bank Corporation of America Bank of Granite Bank of Granite Corporation, Granite Falls, North Carolina FBHC FBHC Holding Company BHC bank holding company FDIC Federal Deposit Insurance Corporation Broadway Broadway Financial Corporation FDIC OIG Federal Deposit Insurance Corporation Office of Inspector General Cadence Cadence Financial Corporation FFETF Financial Fraud Enforcement Task Force CAP Capital Assistance Program FHA Federal Housing Administration Capital Bank Capital Bank Corporation FHA2LP Treasury/FHA Second-Lien Program CBO Congressional Budget Office FHFA Federal Housing Finance Agency CDCI Community Development Capital Initiative CDFI Community Development Financial Institution FHFA OIG Federal Housing Finance Agency Office of the Inspector General CDS Credit Default Swap Fiat Fiat North America LLC CDO collateralized debt obligations FICO Fair Isaac Corporation CDLF Community Development Loan Fund Fidelity Fidelity Resources Company Central Pacific Central Pacific Financial Corp. FirstCity FirstCity Bank Centrue Centrue Financial Corporation, Saint Louis, Missouri First Peoples First Peoples Bank CEO chief executive officer FOFR Florida Office of Financial Regulation Cerberus Cerberus Capital Management, L.P. FPB FPB Bancorp, Port St. Lucie, Florida Chrysler Chrysler Holding LLC FRBNY Federal Reserve Bank of New York Chrysler Financial Chrysler Financial Services Americas LLC FRB OIG Federal Reserve Board Office of the Inspector General Citigroup Citigroup, Inc. Freddie Mac Federal Home Loan Mortgage Corporation Citizens Bank Citizens Bank of Northern California FTC Federal Trade Commission 213 214 APPENDIX B I ACRONYMS AND ABBREVIATIONS I OCTOBER 27, 2011 GAO Government Accountability Office PPIP Public-Private Investment Program GM General Motors Company PRA Principal Reduction Alternative program GMAC GMAC Inc. Provident Provident Bankshares Corporation Green Bankshares Green Bankshares, Inc., Greenville, Tennessee PSA Pooling and Servicing Agreement GSE Government-sponsored enterprise QA quality assurance HAFA Home Affordable Foreclosure Alternatives program QFI qualifying financial institution HAMP Home Affordable Modification Program RD-HAMP Rural Development Home Affordable Modification Program HFA Housing Finance Agency RHS Rural Housing Service HHF Hardest Hit Fund RMA request for modification and affidavit HPDP Home Price Decline Protection program RMBS residential mortgage-backed securities HSC HAMP Solution Center HUD Department of Housing and Urban Development Royal Bancshares Royal Bancshares of Pennsylvania, Inc., Narberth, Pennsylvania HUD OIG Department of Housing and Urban Development Office of the Inspector General The Rule Interim Final Rule on TARP Standards for Compensation and Corporate Governance ILFC International Lease Finance Corporation SBA Small Business Administration Integra Integra Bank Corporation, Evansville, Indiana SBLF Small Business Lending Fund IPO initial public offering SEC Securities and Exchange Commission IRS Internal Revenue Service Secret Service Secret Service IRS-CI Internal Revenue Service Criminal Investigation Division SEO senior executive officer Shay Financial Shay Financial Services, Inc. Legacy Legacy Bancorp, Inc. LPS Lender Processing Services SIGTARP Special Inspector General for the Troubled Asset Relief Program LTV loan-to-value ratio SPA Servicer Participation Agreement MBS mortgage-backed securities Special Master MCP mandatorily convertible preferred shares Office of the Special Master for TARP Executive Compensation Metropolitan Metropolitan Bank Group, Inc. SPV special purpose vehicle MHA Making Home Affordable program SSFI Systemically Significant Failing Institutions program Nan Shan Nan Shan Life Insurance Company Ltd. Star AIG Star Life Insurance Co., Ltd. NC Bancorp NC Bancorp, Inc. SunTrust SunTrust Banks, Inc. New Chrysler Chrysler Group LLC TALF Term Asset-Backed Securities Loan Facility NHMC Nations Housing Modification Center TARP Troubled Asset Relief Program North American North American Financial Holdings, Inc. TBW Taylor, Bean and Whitaker Mortgage Corporation The Notice Notice 2010-2 TCW The TCW Group, Inc. NPV net present value TIP Targeted Investment Program NRSRO nationally recognized statistical rating organization TOTAL FHA TOTAL Scorecard OCC Office of the Comptroller of the Currency TPP trial period plan Old Chrysler Chrysler Group LLC Treasury Department of the Treasury Old GM General Motors Corp. TRUPS trust preferred securities Old National Old National Bancorp, Evansville, Indiana UAW United Auto Workers OFS Office of Financial Stability UCSB Unlocking Credit for Small Businesses OMB Office of Management and Budget UP Home Affordable Unemployment Program Omni Omni National Bank UPB unpaid principal balance One Georgia One Georgia Bank, Atlanta, Georgia USDA Department of Agriculture PPIF Public-Private Investment Fund USPIS Postal Inspection Service VA Department of Veterans Affairs ACRONYMS AND ABBREVIATIONS I APPENDIX B I OCTOBER 27, 2011 VEBA UAW Retiree Medical Benefits Trust Veritex Veritex Holdings 215 216 APPENDIX C I REPORTING REQUIREMENTS I OCTOBER 27, 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 9/30/2011: 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 OCTOBER 27, 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 ’Äì 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 September 2011 is available at the aforementioned link in a transaction report dated 10/3/2011. Appendix D: “Transaction Detail” Section 2: “TARP Overview” Appendix C: “Reporting Requirements” of prior SIGTARP Quarterly Reports to Congress See #2. 217 218 APPENDIX C I REPORTING REQUIREMENTS I OCTOBER 27, 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 June 30, 2011, and September 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 assets. 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/ financial-stability/briefing- room/reports/Pages/Home.aspx. Information regarding all transactions through the end of September 2011 is available at the aforementioned link in a transaction report dated October 3, 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. 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. Section 121(c)(F) Section 121(c)(G) Section 121(f) Treasury Response to SIGTARP Data Call SIGTARP Report Section Section 2: ”PublicPrivate Investment Program“ Appendix C: “Reporting Requirements” of prior SIGTARP Quarterly Reports to Congress Table C.1; Section 2: “TARP Overview” Appendix D: “Transaction Detail” Treasury published its most recent valuation of TARP investments as of June 30, 2011, on October 11, 2011, in its September 2011 105(a) report that is available at the following link: www.treasury.gov/initiatives/financial-stability/briefing-room/reports/105/Pages/ default.aspx 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 Section 2: “TARP Overview” Section 2: “Targeted Investment Program and Asset Guarantee Program” Table C.1; Section 2: “TARP Overview” Treasury provides information about TARP obligations, expenditures and revenues in separate transaction reports available on Treasury’s public website at www.treasury.gov/ Section 3: initiatives/financial-stability/briefing-room/reports/Pages/Home.aspx. Information regarding “TARP Operations all transactions through the end of September 2011 is available at the aforementioned link and Administration” in a transaction report dated October 3, 2011. Appendix D: Information on obligations and expenditures is also available in the Daily TARP Update “Transaction Detail” reports available on Treasury’s public website at: www.treasury.gov/initiatives/financialstability/briefing-room/reports/tarp-daily-summary-report/pages/default.aspx, accessed 10/14/2011. Notes: a b Otherwise known as Systemically Significant Failing Institution (“SSFI”). Description is of 3/31/2011. Sources: Treasury, response to SIGTARP data call, 10/5/2011; Program Descriptions: Treasury, “Programs,” www.treasury.gov/initiatives/financial-stability/programs/Pages/default.aspx accessed 10/14/2011; ASSP: “Treasury Announces Auto Suppliers Support Program,” 3/19/2009, www.treasury.gov/press-center/press-releases/Pages/tg64.aspx, accessed 10/14/2011; AWCP: “Obama Administration’s New Warrantee Commitment Program,” no date, www.whitehouse.gov/assets/documents/Warrantee_Commitment_Program.pdf, accessed 10/14/2011; TALF: Federal Reserve, “Term Asset-Backed Securities Loan Facility (TALF) Frequently Asked Questions,” no date, www.federalreserve.gov/newsevents/press/monetary/monetary20090303a2.pdf, accessed 10/14/2011; 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 10/14/2011. 219 REPORTING REQUIREMENTS I APPENDIX C I OCTOBER 27, 2011 TOTAL AMOUNT OF TROUBLED ASSETS PURCHASED AND HELD ON TREASURY’S BOOKS ($ BILLIONS) Obligations Expended On Treasury’s Booksa Housing Support Programs $45.62 $2.48 $2.48 Capital Purchase Program (“CPP”) 204.89 204.89 19.97 Community Development Capital Initiative (“CDCI”) 0.57 0.21 0.57 Systemically Significant Failing Institutions (“SSFI”) 69.84 67.84 52.80 Targeted Investment Program (“TIP”) 40.00 40.00 — Asset Guarantee Program (“AGP”) 5.00 — — Term Asset-Backed Securities Loan Facility (“TALF”) 4.30 0.10 0.10 22.41 17.58 16.29 Unlocking Credit for Small Businesses (“UCSB”) 0.40 0.37 0.13 Automotive Industry Support Programs (“AIFP”)b 81.76 79.69 44.54 — — — $474.79 $413.20 $136.88 Public-Private Investment Program (“PPIP”) Small Business Lending Program Total Notes: Numbers affected by rounding. Obligation figures are as of 10/3/2010 and expended figures are as of 9/30/2011. a b “On Treasury’s Books” calculated as the amount of TARP funds remaining outstanding, including losses and write-offs. Includes amounts for AIFP, ASSP, and AWCP. Sources: Repayments data: Treasury, Transactions Report, 10/3/2011; Treasury, Transactions Report — Housing Programs, 9/28/2011; Treasury, Daily TARP Update, 10/3/2011; Treasury, response to SIGTARP data call, 10/5/2011. 1st Enterprise Bank, Los Angeles, CA2,10a,49,c 1st FS Corporation, Hendersonville, NC 1st Source Corporation, South Bend, IN 1st United Bancorp, Inc., Boca Raton, FL2 AB&T Financial Corporation, Gastonia, NC Adbanc, Inc, Ogallala, NE2,49 Alarion Financial Services, Inc., Ocala, FL2 Alaska Pacific Bancshares, Inc., Juneau, AK Alliance Bancshares, Inc., Dalton, GA2 Alliance Financial Corporation, Syracuse, NY Alliance Financial Services Inc., Saint Paul, MN8 Allied First Bancorp, Inc., Oswego, IL Alpine Banks of Colorado, Glenwood Springs, CO2 AMB Financial Corp., Munster, IN2,50 AmeriBank Holding Company, Collinsville, OK2,49 American Express Company, New York, NY American Premier Bancorp, Arcadia, CA2 American State Bancshares, Inc., Great Bend, KS2 Ameris Bancorp, Moultrie, GA AmeriServ Financial, Inc, Johnstown, PA50 AmFirst Financial Services, Inc., McCook, NE Anchor BanCorp Wisconsin Inc., Madison, WI Annapolis Bancorp, Inc., Annapolis, MD Associated Banc-Corp, Green Bay, WI 12/11/2009 11/14/2008 1/23/2009 3/13/2009 1/23/2009 1/30/2009 1/23/2009 2/6/2009 6/26/2009 12/19/2008 6/26/2009 4/24/2009 3/27/2009 1/30/2009 3/6/2009 1/9/2009 5/29/2009 1/9/2009 11/21/2008 12/19/2008 8/21/2009 1/30/2009 1/30/2009 11/21/2008 $3,652,000 Preferred Stock w/ Exercised Warrants Preferred Stock w/ Warrants Preferred Stock w/ Exercised Warrants BancIndependent, Inc., Sheffield, AL2,49 Bancorp Financial, Inc., Oak Brook, IL2,10,49 Bancorp Rhode Island, Inc., Providence, RI BancPlus Corporation, Ridgeland, MS2,30 BancStar, Inc., Festus, MO2 BancTrust Financial Group, Inc., Mobile, AL Bank Financial Services, Inc., Eden Prarie, MN2 Bank of America Corporation, Charlotte, NC1b Bank of America Corporation, Charlotte, NC1a,1b,c Bank of Commerce, Charlotte, NC2,c Bank of Commerce Holdings, Redding, CA49 Bank of George, Las Vegas, NV2 Bank of Marin Bancorp, Novato, CA Bank of the Carolinas Corporation, Mocksville, NC Bank of the Ozarks, Inc., Little Rock, AR Bankers’ Bank of the West Bancorp, Inc., Denver, CO2 3/13/2009 7/10/2009 12/19/2008 2/20/2009 4/3/2009 12/19/2008 8/14/2009 10/28/2008 1/9/2009 1/16/2009 11/14/2008 3/13/2009 12/5/2008 4/17/2009 12/12/2008 1/30/2009 Preferred Stock w/ Warrants Preferred Stock w/ Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Warrants 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/ Exercised Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Exercised Warrants Atlantic Bancshares, Inc., Bluffton, SC Avenue Financial Holdings, Inc., Nashville, TN2,49 12/29/2009 Preferred Stock w/ Warrants Preferred Stock w/ Warrants Preferred Stock w/ Warrants Subordinated Debentures w/ Exercised Warrants Preferred Stock w/ Warrants Preferred Stock w/ Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Exercised Warrants $12,639,000 $75,000,000 $13,179,000 $28,000,000 $2,672,000 $17,000,000 $3,000,000 $10,000,000,000 $15,000,000,000 $1,004,000 $50,000,000 $8,600,000 $48,000,000 $30,000,000 $13,669,000 $21,100,000 $7,400,000 $2,000,000 $525,000,000 $8,152,000 $110,000,000 $5,000,000 $21,000,000 $52,000,000 $6,000,000 $1,800,000 $3,388,890,000 $2,492,000 $3,674,000 $70,000,000 $12,000,000 Subordinated Debentures w/ Exercised Warrants Preferred Stock w/ Exercised Warrants $26,918,000 $2,986,000 $4,781,000 $6,514,000 $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/ 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/ Exercised Warrants Preferred Stock w/ Warrants Preferred Stock w/ Warrants Preferred Stock Preferred Stock w/ Exercised Warrants Preferred Stock w/ Warrants Investment Description 2/27/2009 2,10 1st Enterprise Bank, Los Angeles, CA2,49,c 2/13/2009 8 1st Constitution Bancorp, Cranbury, NJ 12/23/2008 2 Institution Purchase Date CPP TRANSACTION DETAIL, AS OF 9/30/2011 TABLE D.1 11/4/2009 3/31/2009 9/27/2011 12/9/2009 12/9/2009 9/29/2010 8/5/2009 8/18/2011 7/14/2011 $75,000,000 $28,000,000 $17,000,000 $10,000,000,000 $15,000,000,000 $48,000,000 $30,000,000 $13,669,000 $21,100,000 $7,400,000 $262,500,000 9/14/2011 9/15/2011 $262,500,000 $21,000,000 $1,800,000 $3,388,890,000 $2,492,000 $3,674,000 $26,918,000 $12,720,000 $10,000,000 $111,000,000 $6,000,000 $4,400,000 $12,000,000 Capital Repayment Amount6 4/6/2011 8/11/2011 1/26/2011 6/17/2009 9/15/2011 9/22/2011 5/13/2009 7/21/2011 11/18/2009 12/29/2010 9/1/2011 9/1/2011 10/27/2010 Capital Repayment Date — — — — — — — — — — — — $262,500,000 — — — — — — — — — — — — Remaining Capital Amount 11/24/2009 3/3/2010 3/3/2010 9/29/2010 9/30/2009 8/18/2011 7/14/2011 9/15/2011 1/26/2011 7/29/2009 9/15/2011 9/22/2011 6/17/2009 7/21/2011 11/18/2009 3/9/2011 9/1/2011 Final Disposition Date R A A R R R R R R R R R R R R R R Note15 $2,650,000 $124,228,646 $186,342,969 $2,400,000 $1,400,000 $410,000 $1,055,000 $370,000 $90,000 $340,000,000 $125,000 $184,000 $900,000 $636,000 $500,000 $3,750,000 $220,000 Final Disposition Proceeds $20.93 $0.53 $33.04 $3.00 $6.12 $2.30 $42.39 $1.10 $9.30 $3.80 $0.50 $1.90 $8.71 $44.90 $4.25 $0.55 $28.05 $6.19 $1.10 $4.93 $20.83 $10.65 $6.60 Stock Price as of 9/30/2011 $717,532 $3,354,167 $1,039,677 $451,111 $279,991 $2,439,028 $381,046 $835,416,667 $458,333,333 $109,552 $6,638,889 $1,109,257 $4,207,399 $941,667 $1,516,737 $2,686,411 $1,028,415 $122,725 $68,104,167 $1,035,983 $832,010 $2,776,667 $7,106,667 $850,200 $162,682 $74,367,308 $343,021 $529,576 $6,231,166 $409,753 $388,742 $538,360 $347,567 $605,317 $909,297 $1,715,769 $360,694 $370,903 $10,730,000 $1,229,949 $1,128,156 $1,106,667 Dividends/ Interest Paid to Treasury Continued on next page. 475,204 154,692 405,405 730,994 3,983,308 299,706 7,399,103 1,312,500 698,554 Current Outstanding Warrants 220 APPENDIX D I TRANSACTION DETAIL I OCTOBER 27, 2011 $6,400,000 Preferred Stock w/ Exercised Warrants Preferred Stock Subordinated Debentures w/ Exercised Warrants Banner County Ban Corporation, Harrisburg, NE2, 49 Bar Harbor Bankshares, Bar Harbor, ME BB&T Corp., Winston-Salem, NC BCB Holding Company, Inc., Theodore, AL2 BCSB Bancorp, Inc., Baltimore, MD Beach Business Bank, Manhattan Beach, CA2 Berkshire Hills Bancorp, Inc., Pittsfield, MA Bern Bancshares, Inc., Bern, KS2,49 Birmingham Bloomfield Bancshares, Birmingham, MI2,49,c Birmingham Bloomfield Bancshares, Inc, Birmingham, MI2,10a,49,c Biscayne Bancshares, Inc., Coconut Grove, FL8,10 Blackhawk Bancorp, Inc., Beloit, WI2 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, CT2,49 BNCCORP, Inc., Bismarck, ND2 BOH Holdings, Inc., Houston, TX2,49 2/6/2009 1/16/2009 11/14/2008 4/3/2009 12/23/2008 1/30/2009 12/19/2008 2/13/2009 4/24/2009 12/18/2009 6/19/2009 3/13/2009 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 $6,000,000 $2,400,000 Preferred Stock w/ Warrants Preferred Stock Preferred Stock Subordinated Debentures w/ Exercised Warrants Boston Private Financial Holdings, Inc., Boston, MA Bridge Capital Holdings, San Jose, CA Bridgeview Bancorp, Inc., Bridgeview, IL Broadway Financial Corporation, Los Angeles, CA3a,c Broadway Financial Corporation, Los Angeles, CA3,10a,c Brogan Bankshares, Inc., Kaukauna, WI8 Brotherhood Bancshares, Inc., Kansas City, KS2,49 Business Bancshares, Inc., Clayton, MO2 Butler Point, Inc., Catlin, IL2 C&F Financial Corporation, West Point, VA Cache Valley Banking Company, Logan, UT2,49,c Cache Valley Banking Company, Logan, UT2,10a,49,c Cadence Financial Corporation, Starkville, MS33 California Bank of Commerce, Lafayette, CA2,49 California Oaks State Bank, Thousand Oaks, CA2 Calvert Financial Corporation, Ashland, MO2 CalWest Bancorp, Rancho Santa Margarita, CA2 11/21/2008 12/23/2008 12/19/2008 11/14/2008 12/4/2009 5/15/2009 7/17/2009 4/24/2009 3/13/2009 1/9/2009 12/23/2008 12/18/2009 1/9/2009 2/27/2009 1/23/2009 1/23/2009 1/23/2009 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 Preferred Stock w/ Exercised Warrants Preferred Stock w/ Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Exercised Warrants $38,000,000 Preferred Stock w/ Exercised Warrants $4,656,000 $1,037,000 $3,300,000 $4,000,000 $44,000,000 $4,640,000 $4,767,000 $20,000,000 $607,000 $15,000,000 $11,000,000 $9,000,000 $23,864,000 Preferred Stock w/ Warrants $154,000,000 $5,586,000 Subordinated Debentures w/ Exercised Warrants Boscobel Bancorp, Inc, Boscobel, WI8 $20,093,000 $4,797,000 $31,260,000 $7,500,000 $21,750,000 $5,000,000 $12,000,000 $5,000,000 $10,000,000 $1,635,000 $985,000 $40,000,000 $6,000,000 $10,800,000 $1,706,000 $3,133,640,000 $18,751,000 $795,000 $124,000,000 $10,000,000 Preferred Stock w/ Exercised Warrants 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/ Exercised Warrants 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/ Warrants Preferred Stock w/ Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Warrants $1,000,000 Preferred Stock w/ Exercised Warrants 2 $1,744,000 Preferred Stock w/ Exercised Warrants Banner Corporation, Walla Walla, WA 11/21/2008 Preferred Stock w/ Exercised Warrants $15,500,000 BankGreenville, Greenville, SC2 Preferred Stock w/ Exercised Warrants BankFirst Capital Corporation, Macon, MS2,49 2/13/2009 Investment Amount 1/23/2009 Investment Description Institution Purchase Date CPP TRANSACTION DETAIL, AS OF 9/30/2011 (CONTINUED) $15,000,000 $8,864,000 2/23/2011 3/16/2011 12/8/2010 9/15/2011 3/4/2011 7/14/2011 7/14/2011 7/27/2011 $3,300,000 $4,000,000 $38,000,000 $4,640,000 $4,767,000 $10,000,000 $11,000,000 $104,000,000 6/16/2010 9/15/2011 $50,000,000 $10,000,000 $4,797,000 $1,744,000 $1,635,000 $985,000 $40,000,000 $1,500,000 $10,800,000 $3,133,640,000 $18,751,000 $795,000 $15,500,000 Capital Repayment Amount6 1/13/2010 7/14/2011 8/4/2011 7/28/2011 7/28/2011 9/1/2011 5/27/2009 7/6/2011 1/26/2011 6/17/2009 2/24/2010 7/28/2011 9/8/2011 Capital Repayment Date — — — — — $10,000,000 — — — $8,864,000 — $104,000,000 — — — — — — $4,500,000 — — — — — Remaining Capital Amount 12/8/2010 9/15/2011 7/14/2011 9/15/2011 4/20/2011 2/1/2011 7/14/2011 8/4/2011 7/28/2011 9/1/2011 6/24/2009 7/22/2009 7/28/2010 7/28/2011 9/8/2011 Final Disposition Date R R R R R A R R R R R R R R R Note15 $165,000 $200,000 $238,000 $550,000 $1,395,000 $6,352,500 $500,000 $240,000 $82,000 $50,000 $1,040,000 $67,010,402 $250,000 $40,000 $775,000 Final Disposition Proceeds $0.40 $23.34 $1.50 $10.03 $5.88 $13.00 $1.88 $13.00 $6.85 $5.00 $0.89 $5.90 $2.25 $18.47 $8.34 $11.75 $21.33 $28.00 $12.79 Stock Price as of 9/30/2011 $396,164 $144,780 $337,219 $555,900 $3,984,063 $1,029,334 $2,575,000 $80,055 $1,887,063 $1,295,586 $402,720 $810,417 $2,393,156 $2,613,582 $11,022,222 $468,624 $1,283,777 $909,542 $636,921 $4,211,417 $440,542 $211,458 $529,105 $1,269,850 $607,826 $1,320,111 $1,125,557 $342,023 $137,063 $877,778 $823,000 $1,129,500 $173,508 $92,703,517 $1,036,514 $107,411 $16,946,667 $136,553 $2,217,469 Dividends/ Interest Paid to Treasury Continued on next page. 167,504 543,337 111,083 183,465 243,998 Current Outstanding Warrants TRANSACTION DETAIL I APPENDIX D I OCTOBER 27, 2011 221 $10,000,000 $19,817,000 Subordinated Debentures w/ Exercised Warrants Subordinated Debentures w/ Exercised Warrants Capital One Financial Corporation, McLean, VA Capital Pacific Bancorp, Portland, OR2 Cardinal Bancorp II, Inc., Washington, MO8,50 Carolina Bank Holdings, Inc., Greensboro, NC Carolina Trust Bank, Lincolnton, NC Carrollton Bancorp, Baltimore, MD Carver Bancorp, Inc, New York, NY3,30,48 Cascade Financial Corporation, Everett, WA47 Cathay General Bancorp, Los Angeles, CA Catskill Hudson Bancorp, Inc, Rock Hill, NY2,49,c Catskill Hudson Bancorp, Inc, Rock Hill, NY2,10a,49,c CB Holding Corp., Aledo, IL2 CBB Bancorp, Cartersville, GA2,c CBB Bancorp, Cartersville, GA2,10a,c CBS Banc-Corp., Russellville, AL2 Cecil Bancorp, Inc., Elkton, MD CedarStone Bank, Lebanon, TN2 Center Bancorp, Inc., Union, NJ49 Center Financial Corporation, Los Angeles, CA CenterBank, Milford, OH2 Centerstate Banks of Florida Inc., Davenport, FL Centra Financial Holdings, Inc., Morgantown, WV2 Central Bancorp, Inc., Somerville, MA50 Central Bancorp, Inc, Garland, TX2 Central Bancshares, Inc., Houston, TX2 Central Community Corporation, Temple, TX2 Central Federal Corporation, Fairlawn, OH Central Jersey Bancorp, Oakhurst, NJ Central Pacific Financial Corp., Honolulu, HI37,46 Central Valley Community Bancorp, Fresno, CA50,g Central Virginia Bankshares, Inc., Powhatan, VA Centric Financial Corporation, Harrisburg, PA2,10,49 Centrix Bank & Trust, Bedford, NH2,49 Centrue Financial Corporation, St. Louis, MO Century Financial Services Corporation, Santa Fe, NM8 Chambers Bancshares, Inc., Danville, AR Chicago Shore Corporation, Chicago, IL2 CIT Group Inc., New York, NY16 Citigroup Inc., New York, NY11,23 Citizens & Northern Corporation, Wellsboro, PA Citizens Bancorp, Nevada City, CA2,61 Citizens Bancshares Co., Chillicothe, MO2 Citizens Bancshares Corporation, Atlanta, GA3,30 11/14/2008 12/23/2008 10/23/2009 1/9/2009 2/6/2009 2/13/2009 1/16/2009 11/21/2008 12/5/2008 2/27/2009 12/22/2009 5/29/2009 2/20/2009 12/29/2009 3/27/2009 12/23/2008 2/6/2009 1/9/2009 12/12/2008 5/1/2009 11/21/2008 1/16/2009 12/5/2008 2/27/2009 1/30/2009 2/20/2009 12/5/2008 12/23/2008 1/9/2009 1/30/2009 1/30/2009 12/18/2009 2/6/2009 1/9/2009 6/19/2009 5/29/2009 7/31/2009 12/31/2008 10/28/2008 1/16/2009 12/23/2008 5/29/2009 3/6/2009 8 Preferred Stock w/ Warrants Capital Commerce Bancorp, Inc., Milwaukee, WI2 4/10/2009 Preferred Stock Preferred Stock w/ Exercised Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Warrants Common Stock w/ Warrants Contingent Value Rights Preferred Stock w/ Exercised Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Warrants Preferred Stock w/ Warrants Common Stock w/ Warrants Preferred Stock w/ 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 w/ Exercised Warrants Preferred Stock w/ Warrants 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/ Exercised Warrants Preferred Stock 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 Preferred Stock Preferred Stock w/ Warrants Preferred Stock w/ Warrants $7,462,000 $24,990,000 $10,400,000 $26,440,000 $25,000,000,000 $2,330,000,000 $7,000,000 $32,668,000 $7,500,000 $6,056,000 $11,385,000 $7,000,000 $135,000,000 $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 $3,000,000 $258,000,000 $38,970,000 $18,980,000 $9,201,000 $4,000,000 $16,000,000 $6,251,000 Preferred Stock w/ Warrants $4,000,000 Subordinated Debentures w/ Exercised Warrants $3,555,199,000 $5,100,000 $41,279,000 Preferred Stock w/ Exercised Warrants Preferred Stock w/ Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Warrants $4,700,000 Capital Bank Corporation, Raleigh,NC35 Preferred Stock w/ Exercised Warrants Capital Bancorp, Inc., Rockville, MD2 12/12/2008 Investment Amount 12/23/2008 Investment Description Institution Purchase Date CPP TRANSACTION DETAIL, AS OF 9/30/2011 (CONTINUED) 8/13/2010 8/4/2010 ** 2/8/2010 7/28/2011 7/14/2011 8/18/2011 6/17/2011 11/24/2010 7/6/2011 8/25/2011 3/31/2009 9/30/2009 9/15/2011 7/21/2011 7/21/2011 6/30/2011 8/27/2010 9/8/2011 6/17/2009 1/28/2011 12/30/2010 Capital Repayment Date $7,462,000 $26,440,000 $25,000,000,000 $0 $7,500,000 $6,056,000 $7,000,000 $35,883,281 $11,300,000 $5,800,000 $10,000,000 $15,000,000 $27,875,000 $10,000,000 $3,500,000 $3,000,000 $16,250,000 $18,980,000 $6,251,000 $3,555,199,000 $41,279,000 $4,700,000 Capital Repayment Amount6 — — — — — — $99,116,719 — — — — — — — — — — — — — — Remaining Capital Amount 9/1/2010 1/25/2011 7/28/2011 7/14/2011 9/28/2011 12/1/2010 7/6/2011 4/15/2009 10/28/2009 7/21/2011 7/21/2011 9/8/2011 12/3/2009 12/30/2010 Final Disposition Date R A R R R R R R R R R R A R Note15 $400,000 $54,621,849 $375,000 $182,000 $185,017 $319,659 $290,000 $750,000 $212,000 $113,000 $150,000 $313,000 $148,731,030 $235,000 Final Disposition Proceeds $4.20 $0.02 $14.86 $25.62 $30.37 $0.35 $17.00 $1.00 $5.60 $17.14 $5.23 $4.69 $9.65 $1.01 $17.75 $11.38 $0.41 $3.20 $3.00 $2.35 $39.63 $2.08 Stock Price as of 9/30/2011 $535,813 $628,033 $223,571 $2,049,100 $932,291,667 $43,687,500 $778,896 $3,676,341 $1,808,511 $571,690 $1,012,791 $501,822 $450,656 $892,500 $2,362,500 $1,084,486 $612,118 $2,980,847 $769,177 $2,411,625 $1,361,111 $172,938 $1,196,303 $280,778 $7,356,250 $1,341,667 $490,406 $516,989 $1,500,930 $500,874 $271,580 $685,071 $34,758,333 $1,428,900 $1,531,581 $922,656 $455,000 $1,882,500 $983,480 $576,489 $105,174,638 $304,973 $3,973,104 $517,281 Dividends/ Interest Paid to Treasury Continued on next page. 508,320 263,542 79,288 336,568 432,390 86,705 261,538 523,076 1,846,374 205,379 86,957 357,675 749,619 Current Outstanding Warrants 222 APPENDIX D I TRANSACTION DETAIL I OCTOBER 27, 2011 Preferred Stock w/ Warrants Preferred Stock w/ Warrants Preferred Stock Preferred Stock w/ Exercised Warrants Preferred Stock w/ Warrants Preferred Stock w/ Exercised Warrants Citizens Republic Bancorp, Inc., Flint, MIk Citizens South Banking Corporation, Gastonia, NC50 City National Bancshares Corporation, Newark, NJ2,3 City National Corporation, Beverly Hills, CA Clover Community Bankshares, Inc., Clover, SC2 Coastal Banking Company, Inc., Fernandina Beach, FL CoastalSouth Bancshares, Inc., Hilton Head Island, SC2,10 CoBiz Financial Inc., Denver, CO50 Codorus Valley Bancorp, Inc., York, PA49,f ColoEast Bankshares, Inc., Lamar, CO2 12/12/2008 12/12/2008 4/10/2009 11/21/2008 3/27/2009 12/5/2008 8/28/2009 12/19/2008 1/9/2009 2/13/2009 $2,600,000 Preferred Stock w/ Exercised Warrants Preferred Stock 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 Subordinated Debentures w/ Exercised Warrants Columbine Capital Corp., Buena Vista, CO2,49 Comerica Inc., Dallas, TX Commerce National Bank, Newport Beach, CA Commonwealth Bancshares, Inc., Louisville, KY8 Commonwealth Business Bank, Los Angeles, CA2 Community 1st Bank, Roseville, CA2 Community Bancshares of Kansas, Inc., Goff, KS2 Community Bancshares of Mississippi, Inc., Brandon, MS2,30 Community Bancshares, Inc., Kingman, AZ2,10 Community Bank of the Bay, Oakland, CA3,30 Community Bank Shares of Indiana, Inc., New Albany, IN49 Community Bankers Trust Corporation, Glen Allen, VA Community Business Bank, West Sacramento, CA2 Community Financial Corporation, Staunton, VA Community Financial Shares, Inc., Glen Ellyn, IL2 Community First Bancshares Inc., Union City, TN2,49 Community First Bancshares, Inc., Harrison, AR2 Community First Inc., Columbia, TN2 Community Holding Company of Florida, Inc., Miramar Beach, FL2 Community Investors Bancorp, Inc., Bucyrus, OH Community Partners Bancorp, Middletown, NJ49 Community Pride Bank Corporation, Ham Lake, MN8,10 11/14/2008 1/9/2009 5/22/2009 1/23/2009 1/16/2009 3/6/2009 9/11/2009 7/24/2009 1/16/2009 5/29/2009 12/19/2008 2/27/2009 12/19/2008 5/15/2009 3/20/2009 4/3/2009 2/27/2009 2/6/2009 12/23/2008 1/30/2009 11/13/2009 2 $1,050,000 Preferred Stock w/ Exercised Warrants Columbia Banking System, Inc., Tacoma, WA 2/27/2009 Preferred Stock 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/ Exercised Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Exercised Warrants Subordinated Debentures w/ Exercised Warrants Preferred Stock w/ Warrants Preferred Stock w/ Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Warrants $4,400,000 $9,000,000 $17,806,000 $12,725,000 $20,000,000 $6,970,000 $12,643,000 $3,976,000 $17,680,000 $19,468,000 $1,747,000 $3,872,000 $52,000,000 $500,000 $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 11/21/2008 Preferred Stock w/ Warrants Colonial American Bank, West Conshohocken, PA Colony Bankcorp, Inc., Fitzgerald, GA $574,000 $10,000,000 $16,500,000 $64,450,000 $16,015,000 $9,950,000 $3,000,000 $400,000,000 3/27/2009 Preferred Stock w/ Exercised Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Warrants Preferred Stock w/ Warrants Preferred Stock w/ Warrants $9,439,000 $20,500,000 $300,000,000 $8,779,000 1/9/2009 2 $3,000,000 Citizens First Corporation, Bowling Green, KY 12/19/2008 Preferred Stock w/ Warrants Preferred Stock w/ Exercised Warrants Citizens Community Bank, South Hill, VA 12/23/2008 2,49 $6,300,000 Preferred Stock w/ Exercised Warrants Citizens Commerce Bancshares, Inc., Versailles, KY2 $2,400,000 Preferred Stock w/ Exercised Warrants Citizens Bank & Trust Company, Covington, LA2 2/6/2009 Investment Amount 3/20/2009 Investment Description Institution Purchase Date CPP TRANSACTION DETAIL, AS OF 9/30/2011 (CONTINUED) 8/11/2011 8/18/2011 9/15/2011 9/29/2010 9/29/2010 10/7/2009 3/17/2010 9/22/2011 8/11/2010 8/18/2011 $9,000,000 $20,000,000 $19,468,000 $1,747,000 $52,000,000 $5,000,000 $2,250,000,000 $2,260,000 $76,898,000 $16,500,000 $64,450,000 $200,000,000 3/3/2010 9/8/2011 $200,000,000 $20,500,000 $2,212,308 $3,000,000 Capital Repayment Amount6 12/30/2009 9/22/2011 2/16/2011 7/28/2011 Capital Repayment Date — — — — — — — — — — — — $200,000,000 — $6,566,692 — Remaining Capital Amount 8/18/2011 9/29/2010 5/6/2010 9/22/2011 9/1/2010 9/28/2011 4/7/2010 7/28/2011 Final Disposition Date R R A R R R R R Note15 $1,000,000 $2,600,000 $183,673,472 $113,000 $3,301,647 $526,604 $18,500,000 $150,000 Final Disposition Proceeds $4.64 $2.20 $2.90 $4.75 $1.20 $9.20 $7.00 $6.00 $0.05 $7.10 $22.97 $14.32 $2.63 $9.53 $4.47 $37.76 $4.15 $6.92 $6.59 Stock Price as of 9/30/2011 $448,253 $1,138,750 $374,718 $143,926 $1,908,453 $1,641,260 $2,628,111 $569,865 $1,678,710 $534,551 $1,242,511 $2,233,412 $76,189 $419,982 $2,975,700 $66,536 $139,020 $445,348 $3,817,735 $36,111 $150,937,500 $316,479 $6,621,772 $3,640,000 $58,968 $1,229,278 $2,151,875 $8,763,410 $1,235,449 $967,361 $267,050 $23,916,667 $281,859 $2,847,222 $13,875,000 $1,110,656 $424,646 $180,259 $150,783 Dividends/ Interest Paid to Treasury Continued on next page. 311,972 351,194 780,000 386,270 87,209 500,000 895,968 205,579 450,314 1,757,813 254,218 Current Outstanding Warrants TRANSACTION DETAIL I APPENDIX D I OCTOBER 27, 2011 223 $8,750,000 Preferred Stock w/ Exercised Warrants Preferred Stock w/ Exercised Warrants Subordinated Debentures w/ Exercised Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Warrants Preferred Stock w/ Warrants Preferred Stock w/ Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Warrants Preferred Stock w/ Exercised Warrants Country Bank Shares, Inc., Milford, NE2 Covenant Financial Corporation, Clarksdale, MS2 Crazy Woman Creek Bancorp, Inc., Buffalo, WY2 Crescent Financial Corporation, Cary, NC Crosstown Holding Company, Blaine, MN2 CSRA Bank Corp., Wrens, GA2 Customers Bancorp, Inc. (Berkshire Bancorp, Inc.), Phoenixville, PA2,60 CVB Financial Corp, Ontario, CA D.L. Evans Bancorp, Burley, ID Deerfield Financial Corporation, Deerfield, WI8,49 Delmar Bancorp, Delmar, MD2 DeSoto County Bank, Horn Lake, MS2,c DeSoto County Bank, Horn Lake, MS2,10a,c Diamond Bancorp, Inc., Washington, MO8 Dickinson Financial Corporation II, Kansas City, MO2 Discover Financial Services, Riverwoods, IL DNB Financial Corporation, Downingtown, PA49,d Duke Financial Group, Inc., Minneapolis, MN8 Eagle Bancorp, Inc., Bethesda, MD49 East West Bancorp, Pasadena, CA Eastern Virginia Bankshares, Inc., Tappahannock, VA ECB Bancorp, Inc., Engelhard, NC Emclaire Financial Corp., Emlenton, PA49 Encore Bancshares Inc., Houston, TX50 Enterprise Financial Services Corp., St. Louis, MO Enterprise Financial Services Group, Inc., Allison Park, PA2,49 Equity Bancshares, Inc., Wichita, KS Exchange Bank, Santa Rosa, CA2 F & C Bancorp, Inc., Holden, MO8 F & M Bancshares, Inc., Trezevant, TN2,c F & M Bancshares, Inc., Trezevant, TN2,10a,c F & M Financial Corporation, Salisbury, NC2 F&M Financial Corporation, Clarksville, TN2 F.N.B. Corporation, Hermitage, PA Farmers & Merchants Bancshares, Inc., Houston, TX2 2/13/2009 1/30/2009 6/5/2009 2/20/2009 1/9/2009 1/23/2009 3/27/2009 6/12/2009 12/5/2008 2/27/2009 5/15/2009 12/4/2009 2/13/2009 12/29/2009 5/22/2009 1/16/2009 3/13/2009 1/30/2009 6/19/2009 12/5/2008 12/5/2008 1/9/2009 1/16/2009 12/23/2008 12/5/2008 12/19/2008 6/12/2009 1/30/2009 12/19/2008 5/22/2009 1/30/2009 11/6/2009 2/6/2009 2/13/2009 1/9/2009 3/6/2009 2,49 $4,000,000 Preferred Stock w/ Exercised Warrants Corning Savings and Loan Association, Corning, AR2 2,49 Preferred Stock w/ Exercised Warrants Congaree Bancshares, Inc., Cayce, SC2 1/9/2009 $638,000 Preferred Stock w/ Exercised Warrants Preferred Stock w/ Exercised Warrants Preferred Stock $11,000,000 $100,000,000 $17,243,000 $17,000,000 $3,535,000 $4,609,000 $2,993,000 Subordinated Debentures w/ Exercised Warrants Preferred Stock w/ Exercised Warrants $43,000,000 $35,000,000 $34,000,000 $7,500,000 $17,949,000 Preferred Stock w/ Exercised Warrants Preferred Stock w/ Warrants Preferred Stock w/ Warrants Preferred Stock w/ Warrants $24,000,000 $306,546,000 $38,235,000 $12,000,000 Preferred Stock w/ Warrants $11,750,000 Subordinated Debentures w/ Exercised Warrants $1,224,558,000 $146,053,000 $20,445,000 $1,508,000 $1,173,000 Preferred Stock w/ Warrants Preferred Stock w/ Warrants Preferred Stock Preferred Stock w/ Exercised Warrants $9,000,000 $2,639,000 Preferred Stock w/ Exercised Warrants $19,891,000 Subordinated Debentures w/ Exercised Warrants $130,000,000 $2,892,000 $2,400,000 $10,650,000 $24,900,000 $3,100,000 $5,000,000 $7,525,000 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/ Exercised Warrants $3,285,000 $15,600,000 $24,000,000 Community West Bancshares, Goleta, CA 12/19/2008 Preferred Stock w/ Warrants Preferred Stock w/ Exercised Warrants Community Trust Financial Corporation, Ruston, LA2,49 1/9/2009 Investment Amount Investment Description Institution Purchase Date CPP TRANSACTION DETAIL, AS OF 9/30/2011 (CONTINUED) $23,235,000 9/9/2009 8/11/2011 8/25/2011 9/27/2011 8/18/2011 $100,000,000 $8,750,000 $4,000,000 $34,000,000 $7,500,000 $306,546,000 7/14/2011 12/29/2010 $15,000,000 $11,750,000 $1,224,558,000 $2,639,000 12/23/2009 8/4/2011 4/21/2010 9/8/2011 $19,891,000 $32,500,000 9/27/2011 $97,500,000 9/2/2009 $24,000,000 Capital Repayment Amount6 8/26/2009 7/6/2011 Capital Repayment Date — — — — — — — $23,235,000 — — — — — $32,500,000 — Remaining Capital Amount 8/11/2011 8/25/2011 1/26/2011 9/21/2011 7/7/2010 9/8/2011 9/27/2011 10/28/2009 7/6/2011 Final Disposition Date R R R R R R R R R Note15 $438,000 $200,000 $14,500,000 $458,000 $172,000,000 $132,000 $995,000 $1,307,000 $1,200,000 Final Disposition Proceeds $8.57 $44.00 $13.59 $10.66 $16.35 $11.90 $2.40 $14.91 $11.77 $9.57 $22.94 $7.69 $3.00 $8.25 $2.11 $2.36 Stock Price as of 9/30/2011 $1,463,780 $3,333,333 $2,354,546 $2,339,413 $952,071 $560,229 $5,637,419 $1,206,873 $480,206 $4,647,222 $4,778,889 $994,792 $2,315,920 $2,220,000 $31,676,420 $3,817,732 $408,316 $1,475,278 $67,690,844 $2,631,197 $3,826,079 $282,989 $832,488 $512,339 $2,800,592 $4,739,583 $364,124 $180,940 $1,486,649 $2,303,250 $420,028 $606,614 $1,042,313 $87,143 $474,471 $2,071,333 $3,259,100 Dividends/ Interest Paid to Treasury Continued on next page. 651,042 324,074 364,026 50,111 144,984 373,832 385,434 833,705 521,158 Current Outstanding Warrants 224 APPENDIX D I TRANSACTION DETAIL I OCTOBER 27, 2011 Preferred Stock w/ Exercised Warrants Subordinated Debentures w/ Exercised Warrants Preferred Stock Preferred Stock w/ Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Warrants Farmers Bank, Windsor, VA2 Farmers Capital Bank Corporation, Frankfort, KY Farmers Enterprises, Inc., Great Bend, KS8 Farmers State Bankshares, Inc., Holton, KS2,50,b FBHC Holding Company, Boulder, CO8,10,38 FC Holdings, Inc., Houston, TX2 FCB Bancorp, Inc., Louisville, KY2,50 FFW Corporation, Wabash, IN2 Fidelity Bancorp, Inc, Baton Rouge, LA Fidelity Bancorp, Inc, Pittsburgh, PA Fidelity Federal Bancorp, Evansville, IN2,10 Fidelity Financial Corporation, Wichita, KS2 Fidelity Southern Corporation, Atlanta, GA Fifth Third Bancorp, Cincinnati, OH Financial Institutions, Inc., Warsaw, NY Financial Security Corporation, Basin, WY2,50 First Advantage Bancshares Inc., Coon Rapids, MN First Alliance Bancshares, Inc., Cordova, TN2 First American Bank Corporation, Elk Grove Village, IL8 First American International Corp., Brooklyn, NY3,30 First BanCorp (NC), Troy, NC50 First BanCorp, San Juan, PR28 First BancTrust Corporation, Paris, IL2 First Bank of Charleston, Inc., Charleston, WV2,50 First Bankers Trustshares, Inc., Quincy, IL2,50 First Banks, Inc., Clayton, MO2 First Busey Corporation, Urbana, IL50 First Business Bank, N.A, San Diego, CA2,c First Business Bank, N.A., San Diego, CA2,10a,c First California Financial Group, Inc, Westlake Village, CA50f First Capital Bancorp, Inc., Glen Ellen, VA First Choice Bank, Cerritos, Cerritos, CA2,30 First Choice Bank, Cerritos, CA2,10a 30 First Citizens Banc Corp, Sandusky, OH First Colebrook Bancorp, Inc., Colebrook, NH2,49 First Community Bancshares, Inc, Overland Park, KS2 First Community Bank Corporation of America, Pinellas Park, FL39 First Community Bankshares Inc., Bluefield, VA First Community Corporation, Lexington, SC First Community Financial Partners, Inc., Joliet, IL2 1/23/2009 1/9/2009 6/19/2009 3/20/2009 12/29/2009 6/26/2009 12/19/2008 12/19/2008 5/29/2009 12/12/2008 11/13/2009 12/19/2008 12/19/2008 12/31/2008 12/23/2008 2/13/2009 7/31/2009 5/22/2009 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 3/6/2009 4/10/2009 12/11/2009 12/19/2008 4/3/2009 2/13/2009 12/22/2009 1/23/2009 3/20/2009 5/15/2009 12/23/2008 11/21/2008 11/21/2008 12/11/2009 Preferred Stock w/ Exercised Warrants Preferred Stock w/ Warrants Preferred Stock w/ Warrants Preferred Stock w/ Warrants Preferred Stock 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/ Exercised Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Warrants Preferred Stock w/ Warrants Preferred Stock $1,177,000 Preferred Stock w/ Exercised Warrants 2 $22,000,000 $11,350,000 $41,500,000 $10,685,000 $14,800,000 $4,500,000 $23,184,000 $2,836,000 $2,200,000 $10,958,000 $25,000,000 $2,032,000 $2,211,000 $100,000,000 $295,400,000 $10,000,000 $3,345,000 $7,350,000 $424,174,000 $65,000,000 $17,000,000 $50,000,000 $3,422,000 $3,742,000 Subordinated Debentures w/ Exercised Warrants Financial Services of Winger, Inc., Winger, MN8,10,49 $37,515,000 $3,408,000,000 $48,200,000 $36,282,000 $6,657,000 $5,000,000 Preferred Stock w/ Warrants Preferred Stock w/ Warrants Preferred Stock w/ Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Exercised Warrants $7,000,000 $3,942,000 Preferred Stock w/ Exercised Warrants $7,289,000 Subordinated Debentures w/ Exercised Warrants $9,294,000 Preferred Stock w/ Exercised Warrants Preferred Stock w/ Exercised Warrants $21,042,000 $3,035,000 Subordinated Debentures w/ Exercised Warrants Preferred Stock w/ Exercised Warrants $700,000 $12,000,000 Subordinated Debentures w/ Exercised Warrants Preferred Stock w/ Exercised Warrants $30,000,000 Preferred Stock w/ Warrants $8,752,000 $442,000 Investment Amount Preferred Stock w/ Exercised Warrants 8 Preferred Stock w/ Exercised Warrants Farmers & Merchants Financial Corporation, Argonia, KS2 3/20/2009 Preferred Stock w/ Exercised Warrants Investment Description Institution Purchase Date CPP TRANSACTION DETAIL, AS OF 9/30/2011 (CONTINUED) 7/8/2009 5/31/2011 9/22/2011 9/24/2010 9/24/2010 7/14/2011 8/25/2011 9/8/2011 7/21/2011 9/1/2011 8/13/2010 9/1/2011 $41,500,000 $7,754,267 $4,500,000 $2,836,000 $2,200,000 $25,000,000 $100,000,000 $10,000,000 $3,345,000 $65,000,000 $17,000,000 $3,742,000 $5,000,000 $25,010,000 7/21/2011 $12,505,000 3/30/2011 $3,408,000,000 $9,294,000 $650,000 $700,000 Capital Repayment Amount6 2/23/2011 2/2/2011 9/22/2011 3/9/2011 7/21/2011 Capital Repayment Date — — — — — — — — — — — — — — $25,010,000 — — — — Remaining Capital Amount 9/22/2011 9/24/2010 8/24/2011 9/8/2011 7/21/2011 9/1/2011 7/21/2011 5/11/2011 3/16/2011 9/22/2011 7/21/2011 Final Disposition Date R R R R R R R R R R R Note15 $225,000 $110,000 $599,042 $500,000 $167,000 $112,000 $250,000 $2,079,963 $280,025,936 $465,000 $40,000 Final Disposition Proceeds $5.83 $6.59 $2.45 $3.01 $4.35 $18.00 $8.55 $12.59 $10.04 $14.26 $10.10 $6.47 $9.26 $4.21 Stock Price as of 9/30/2011 $2,011,656 $1,551,167 $1,308,403 $744,982 $604,950 $614,488 $2,968,840 $300,643 $1,296,697 $3,211,806 $453,396 $12,347,222 $6,037,238 $1,441,222 $448,105 $995,986 $6,611,111 $8,594,444 $1,204,167 $8,634,725 $398,363 $143,112 $633,322 $664,597 $4,192,649 $355,946,667 $6,399,889 $5,250,989 $936,250 $731,260 $1,054,814 $1,397,234 $156,090 $154,592 $90,174 $2,170,216 $3,900,000 $1,221,701 $57,859 Dividends/ Interest Paid to Treasury Continued on next page. 195,915 88,273 469,312 250,947 573,833 5,842,259 616,308 2,266,458 121,387 223,992 Current Outstanding Warrants TRANSACTION DETAIL I APPENDIX D I OCTOBER 27, 2011 225 Preferred Stock w/ Exercised Warrants Preferred Stock w/ Warrants First Eagle Bancshares, Inc., Hanover Park, IL8,30 First Express of Nebraska, Inc., Gering, NE2 First Federal Bancshares of Arkansas, Inc., Harrison, AR4,2 First Financial Bancorp, Cincinnati, OH First Financial Bancshares, Inc., Lawrence, KS8,10,49 First Financial Holdings Inc., Charleston, SC First Financial Service Corporation, Elizabethtown, KY First Freedom Bancshares, Inc., Lebanon, TN2,10 First Gothenburg Bancshares, Inc., Gothenburg, NE2 First Guaranty Bancshares, Inc., Hammond, LA2,49 First Horizon National Corporation, Memphis, TN First Independence Corporation, Detroit, MI2,3 First Intercontinental Bank, Doraville, GA2 First Litchfield Financial Corporation, Litchfield, CT First M&F Corporation, Kosciusko, MS30 First Manitowoc Bancorp, Inc., Manitowoc, WI2 First Menasha Bancshares, Inc., Neenah, WI2,49 First Merchants Corporation, Muncie, IN27,49,50,c 9/11/2009 2/6/2009 3/6/2009 12/23/2008 6/12/2009 12/5/2008 1/9/2009 12/22/2009 2/27/2009 8/28/2009 11/14/2008 8/28/2009 3/13/2009 12/12/2008 2/27/2009 1/16/2009 2/13/2009 2/20/2009 First Niagara Financial Group, Lockport, NY First Northern Community Bancorp, Dixon, CA49 First PacTrust Bancorp, Inc., Chula Vista, CA First Place Financial Corp., Warren, OH First Priority Financial Corp., Malvern, PA2,c First Priority Financial Corp., Malvern, PA2,10a,c First Reliance Bancshares, Inc., Florence, SC First Resource Bank, Exton, PA2,50,c First Resource Bank, Exton, PA2,10a,49,c First Security Group, Inc., Chattanooga, TNk First Sound Bank, Seattle, WA First South Bancorp, Inc., Lexington, TN8 First Southern Bancorp, Inc., Boca Raton, FL2 First Southwest Bancorporation, Inc., Alamosa, CO2 First State Bank of Mobeetie, Mobeetie, TX2 First Texas BHC, Inc., Fort Worth, TX2,49 First Trust Corporation, New Orleans, LA8 First ULB Corp., Oakland, CA2 First United Corporation, Oakland, MD First Vernon Bancshares, Inc., Vernon, AL2,10,30 3/20/2009 11/21/2008 3/13/2009 11/21/2008 3/13/2009 2/20/2009 12/18/2009 3/6/2009 1/30/2009 12/11/2009 1/9/2009 12/23/2008 7/17/2009 1/30/2009 3/6/2009 2/27/2009 3/6/2009 6/5/2009 1/23/2009 1/30/2009 6/12/2009 2 Preferred Stock w/ Exercised Warrants First NBC Bank Holding Company, New Orleans, LA2,49 Preferred Stock w/ Exercised Warrants Preferred Stock w/ Warrants $6,000,000 $30,000,000 $4,900,000 $17,969,000 Subordinated Debentures w/ Exercised Warrants Preferred Stock w/ Exercised Warrants $13,533,000 $731,000 $5,500,000 $10,900,000 $50,000,000 $7,400,000 $33,000,000 $2,417,000 $2,600,000 $15,349,000 $4,596,000 $4,579,000 $72,927,000 $19,300,000 $17,390,000 $184,011,000 $17,836,000 $13,900,000 $193,000,000 9/29/2010 4/22/2009 9/15/2011 4/14/2010 6/16/2010 9/28/2011 9/15/2011 9/15/2011 12/15/2010 9/15/2011 5/27/2009 8/4/2011 9/22/2011 9/22/2011 $69,600,000 $46,400,000 9/15/2011 5/27/2009 9/29/2010 4/7/2010 12/22/2010 9/22/2011 9/22/2011 2/24/2010 5/3/2011 9/17/2010 Capital Repayment Date $4,797,000 $12,000,000 $30,000,000 $10,000,000 $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 Investment Amount Preferred Stock w/ Exercised Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Exercised Warrants Subordinated Debentures w/ Exercised Warrants Preferred Stock w/ Warrants Preferred Stock w/ Warrants Preferred Stock Preferred Stock w/ Exercised Warrants Preferred Stock w/ Exercised Warrants Preferred Stock Preferred Stock w/ Exercised Warrants Preferred Stock w/ Warrants Preferred Stock w/ Warrants Preferred Stock w/ Warrants Preferred Stock w/ Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Warrants First Midwest Bancorp, Inc., Itasca, IL First National Corporation, Strasburg, VA2 12/5/2008 3/13/2009 Preferred Stock w/ Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Warrants 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 Subordinated Debentures w/ Exercised Warrants Preferred Stock w/ Warrants Subordinated Debentures w/ Exercised Warrants Preferred Stock w/ Warrants First Defiance Financial Corp., Defiance, OH 12/5/2008 Investment Description Institution Purchase Date CPP TRANSACTION DETAIL, AS OF 9/30/2011 (CONTINUED) $6,000,000 $4,900,000 $13,533,000 $731,000 $10,900,000 $13,125,000 $2,417,000 $2,600,000 $19,300,000 $17,390,000 $184,011,000 $17,836,000 $46,400,000 $69,600,000 $4,797,000 $12,000,000 $30,000,000 $10,000,000 $866,540,000 $20,699,000 $3,756,000 $80,000,000 $6,000,000 $7,500,000 Capital Repayment Amount6 — — — — — $36,875,000 — — — — — — — — — — — — — — — — — — Remaining Capital Amount 9/29/2010 4/22/2009 9/15/2011 4/14/2010 6/16/2010 9/15/2011 1/5/2011 6/24/2009 8/4/2011 9/15/2011 5/27/2009 4/7/2010 3/9/2011 9/22/2011 9/22/2011 6/2/2010 9/17/2010 Final Disposition Date R R R R R R R R R R R R R R R A R Note15 $245,000 $245,000 $677,000 $37,000 $545,000 $130,000 $1,003,227 $2,700,000 $892,000 $240,000 $600,000 $1,488,046 $79,700,000 $1,030,000 $113,000 $3,116,284 $375,000 Final Disposition Proceeds $3.66 $0.19 $3.55 $1.77 $0.88 $11.33 $4.80 $9.15 $7.32 $7.05 $13.50 $3.16 $5.96 $1.40 $4.01 $13.80 $5.55 $13.14 Stock Price as of 9/30/2011 $417,770 $2,312,500 $66,021 $1,046,896 $1,862,389 $45,087 $207,327 $818,468 $8,836,991 $330,944 $1,402,500 $584,794 $2,042,406 $1,001,519 $7,009,095 $1,994,333 $2,178,580 $4,753,618 $2,305,990 $1,834,955 $26,001,389 $15,015,555 $676,865 $237,983 $2,383,333 $659,722 $757,454 $316,481 $91,227,406 $2,330,477 $1,018,016 $755,235 $1,600,000 $8,756,944 $694,280 $4,677,778 $570,625 $688,063 $639,738 $4,984,722 Dividends/ Interest Paid to Treasury Continued on next page. 326,323 114,080 823,627 3,670,822 352,977 1,305,230 991,453 513,113 215,983 241,696 550,595 Current Outstanding Warrants 226 APPENDIX D I TRANSACTION DETAIL I OCTOBER 27, 2011 $4,967,000 $1,607,000 Preferred Stock w/ Exercised Warrants Preferred Stock w/ Exercised Warrants Flagstar Bancorp, Inc., Troy, MI Florida Bank Group, Inc., Tampa, FL2 Florida Business BancGroup, Inc., Tampa, FL2,49 Flushing Financial Corporation, Lake Success, NY FNB Bancorp, South San Francisco, CA2,50 FNB United Corp., Asheboro, NC58 Foresight Financial Group, Inc., Rockford, IL2 Fort Lee Federal Savings Bank, Fort Lee, NJ2 Fortune Financial Corporation, Arnold, MO2,50 FPB Bancorp, Inc., Port St. Lucie, FL55 FPB Financial Corp., Hammond, LA2 Franklin Bancorp, Inc., Washington, MO Freeport Bancshares, Inc., Freeport, IL8 Fremont Bancorporation, Fremont, CA8 Fresno First Bank, Fresno, CA2 Frontier Bancshares, Inc., Austin, TX8 Fulton Financial Corporation, Lancaster, PA Gateway Bancshares, Inc., Ringgold, GA2 Georgia Commerce Bancshares, Inc., Atlanta, GA2 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, OK2,49 Grand Financial Corporation, Hattiesburg, MS8 Grand Mountain Bancshares, Inc., Granby, CO2 GrandSouth Bancorporation, Greenville, SC2,50,c GrandSouth Bancorporation, Greenville, SC2,10a,49,c Great River Holding Company, Baxter, MN8 Great Southern Bancorp, Springfield, MO50,d Green Bankshares, Inc., Greeneville, TN59,d Green Circle Investments, Inc., Clive, IA2 Green City Bancshares, Inc., Green City, MO2 Greer Bancshares Incorporated, Greer, SC2 Gregg Bancshares, Inc., Ozark, MO2 Guaranty Bancorp, Inc., Woodsville, NH2,50 Guaranty Capital Corporation, Belzoni, MS3,8,30 1/30/2009 7/24/2009 2/20/2009 12/19/2008 2/27/2009 2/13/2009 5/15/2009 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 12/23/2008 5/8/2009 2/6/2009 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 7/17/2009 12/5/2008 12/23/2008 2/27/2009 2/27/2009 1/30/2009 2/13/2009 2/20/2009 9/25/2009 2,10 Preferred Stock w/ Exercised Warrants FirstMerit Corporation, Akron, OH 1/9/2009 2 Firstbank Corporation, Alma, MI 1/30/2009 $8,400,000 Subordinated Debentures Preferred Stock w/ Exercised Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Warrants $14,000,000 $6,920,000 $825,000 $9,993,000 $651,000 $2,400,000 $72,278,000 $58,000,000 Subordinated Debentures w/ Exercised Warrants Preferred Stock w/ Warrants $6,319,000 $9,000,000 Preferred Stock Preferred Stock w/ Exercised Warrants $3,076,000 $2,443,320 Preferred Stock w/ Exercised Warrants $4,000,000 Subordinated Debentures w/ Exercised Warrants $2,568,000 $4,500,000 $8,700,000 $6,000,000 $376,500,000 Preferred Stock w/ Exercised Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Warrants $3,000,000 $35,000,000 Subordinated Debentures w/ Exercised Warrants Subordinated Debentures w/ Exercised Warrants $3,000,000 Subordinated Debentures w/ Exercised Warrants $1,968,000 $5,097,000 Preferred Stock w/ Exercised Warrants Preferred Stock w/ Exercised Warrants $3,240,000 $5,800,000 $3,100,000 $1,300,000 $15,000,000 $51,500,000 $12,000,000 $70,000,000 $9,495,000 $20,471,000 $266,657,000 $125,000,000 $33,000,000 $11,881,000 Preferred Stock w/ Exercised 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 Preferred Stock w/ 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 $8,559,000 First Western Financial, Inc., Denver, CO2,10a Preferred Stock w/ Exercised Warrants First Western Financial, Inc., Denver, CO2 12/11/2009 Investment Amount 2/6/2009 Investment Description Institution Purchase Date CPP TRANSACTION DETAIL, AS OF 9/30/2011 (CONTINUED) 7/30/2010 9/15/2011 7/14/2010 9/7/2011 8/18/2011 9/8/2011 9/8/2011 9/8/2011 2/16/2011 7/14/2010 10/6/2010 11/24/2009 6/16/2010 12/16/2009 9/15/2011 9/15/2011 10/28/2009 9/22/2011 4/22/2009 Capital Repayment Date $14,000,000 $6,920,000 $651,000 $68,700,000 $58,000,000 $6,319,000 $9,000,000 $4,000,000 $8,700,000 $376,500,000 $1,400,000 $1,600,000 $2,240,000 $1,000,000 $3,100,000 $12,000,000 $70,000,000 $9,495,000 $125,000,000 Capital Repayment Amount6 — — — — — — — — — — — $1,400,000 — $2,240,000 — — — — — Remaining Capital Amount 9/15/2011 7/14/2010 9/21/2011 9/8/2011 9/8/2011 2/16/2011 9/8/2010 10/6/2010 6/16/2010 9/15/2011 9/15/2011 12/30/2009 9/22/2011 5/27/2009 Final Disposition Date R R R R R R R R R R R R R R Note15 $346,000 $33,000 $6,436,364 $450,000 $200,000 $435,000 $10,800,000 $150,000 $162,000 $155,000 $600,000 $900,000 $475,000 $5,025,000 Final Disposition Proceeds $1.30 $16.78 $2.60 $8.46 $0.04 $12.15 $12.20 $10.80 $0.49 $11.36 $4.92 Stock Price as of 9/30/2011 $913,299 $969,040 $45,190 $975,831 $49,037 $322,640 $5,942,858 $7,838,056 $759,575 $1,856,917 $387,168 $517,145 $145,750 $53,860 $661,056 $961,471 $742,108 $29,335,625 $258,192 $241,245 $6,272,705 $571,218 $619,648 $221,722 $273,889 $413,928 $87,185 $1,839,375 $2,589,305 $1,667,700 $3,004,167 $1,339,751 $1,180,793 $33,887,660 $1,788,194 $4,193,750 $2,174,520 Dividends/ Interest Paid to Treasury Continued on next page. 183,158 2,207,143 6,451,379 578,947 Current Outstanding Warrants TRANSACTION DETAIL I APPENDIX D I OCTOBER 27, 2011 227 Independence Bank, East Greenwich, RI Independent Bank Corp., Rockland, MA 1/9/2009 1/9/2009 2 Illinois State Bancorp, Inc., Chicago, IL2,10a,49,c 12/29/2009 Horizon Bancorp, Michigan City, IN50 12/19/2008 Illinois State Bancorp, Inc., Chicago, IL2,49,c HopFed Bancorp, Hopkinsville, KY 12/12/2008 5/22/2009 HomeTown Bankshares Corporation, Roanoke, VA2,10 9/18/2009 Idaho Bancorp, Boise, ID2 Hometown Bancshares, Inc., Corbin, KY2 2/13/2009 1/16/2009 Hometown Bancorp of Alabama, Inc., Oneonta, AL2 2/20/2009 ICB Financial, Ontario, CA2 Home Bancshares, Inc., Conway, ARe 1/16/2009 3/6/2009 HMN Financial, Inc., Rochester, MN 12/23/2008 IBW Financial Corporation, Washington, DC2,3a,30 Hilltop Community Bancorp, Inc., Summit, NJ2 1/30/2009 IBT Bancorp, Inc., Irving, TX2 Highlands Independent Bancshares, Inc., Sebring, FL2 3/6/2009 3/13/2009 Highlands Bancorp, Inc. (Highlands State Bank), Vernon, NJ2,10a,13, 49,c 12/22/2009 3/27/2009 Highlands Bancorp, Inc. (Highlands State Bank), Vernon, NJ2,13,49,c 5/8/2009 Iberiabank Corporation, Lafayette, LA HF Financial Corp., Sioux Falls, SD 11/21/2008 12/5/2008 Heritage Oaks Bancorp, Paso Robles, CA 3/20/2009 IBC Bancorp, Inc., Chicago, IL3,8,30 Heritage Financial Corporation, Olympia, WAg 11/21/2008 5/15/2009 Heritage Commerce Corp., San Jose, CA 11/21/2008 IA Bancorp, Inc., Iselin, NJ2,10 Heritage Bankshares, Inc., Norfolk, VA2,10,50 9/25/2009 9/18/2009 Heartland Financial USA, Inc., Dubuque, IA50 12/19/2008 Hyperion Bank, Philadelphia, PA2 Heartland Bancshares, Inc., Franklin, IN2,10,f 9/11/2009 Huntington Bancshares, Columbus, OH HCSB Financial Corporation, Loris, SC 3/6/2009 2/6/2009 Preferred Stock w/ Exercised Warrants Hawthorn Bancshares, Inc., Lee’s Summit, MOk 12/19/2008 11/14/2008 Preferred Stock w/ Warrants Haviland Bancshares, Inc., Haviland, KS2 3/13/2009 HPK Financial Corporation, Chicago, IL2,c Preferred Stock w/ Exercised Warrants Hartford Financial Services Group, Inc., Hartford, CT 6/26/2009 5/1/2009 Preferred Stock w/ Exercised Warrants Harbor Bankshares Corporation, Baltimore, MD2,3 7/17/2009 Howard Bancorp, Inc., Ellicott City, MD2,49 Preferred Stock w/ Exercised Warrants Hampton Roads Bankshares, Inc., Norfolk, VA31 12/31/2008 HPK Financial Corporation, Chicago, IL2,10a,c Preferred Stock Hamilton State Bancshares, Hoschton, GA2 2/20/2009 2/27/2009 Preferred Stock w/ Exercised Warrants Gulfstream Bancshares, Inc., Stuart, FL2,50 6/26/2009 11/13/2009 Preferred Stock w/ Warrants GulfSouth Private Bank, Destin, FL10,21 9/25/2009 $1,065,000 $78,158,000 Preferred Stock w/ Exercised Warrants Preferred Stock w/ Warrants $4,000,000 $6,272,000 $6,900,000 $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 $6,700,000 $2,359,000 $3,091,000 $25,000,000 $21,000,000 $24,000,000 $40,000,000 $10,103,000 $81,698,000 $7,000,000 $12,895,000 $30,255,000 $425,000 $3,400,000,000 $6,800,000 $80,347,000 $7,000,000 $7,500,000 $7,500,000 $17,000,000 Investment Amount Preferred Stock Preferred Stock w/ Exercised Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Exercised Warrants Preferred Stock Preferred Stock w/ Exercised Warrants Preferred Stock w/ Warrants Subordinated Debentures Preferred Stock w/ Exercised Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Warrants Preferred Stock Preferred Stock w/ Exercised Warrants Preferred Stock w/ Warrants 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 Preferred Stock w/ Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Warrants Preferred Stock w/ Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Warrants Preferred Stock Common Stock w/ Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Warrants Guaranty Federal Bancshares, Inc., Springfield, MO 1/30/2009 Investment Description Institution Purchase Date CPP TRANSACTION DETAIL, AS OF 9/30/2011 (CONTINUED) $7,497,000 8/11/2011 4/22/2009 9/22/2011 9/22/2011 9/3/2010 3/31/2009 9/10/2010 12/22/2010 $78,158,000 $4,000,000 $6,272,000 $6,000,000 $90,000,000 $4,205,000 $1,398,071,000 $5,983,000 $18,750,000 8/25/2011 9/22/2011 $6,250,000 $50,000,000 $4,000,000 $2,359,000 $3,091,000 $25,000,000 11/10/2010 7/6/2011 4/21/2010 9/22/2011 9/22/2011 6/3/2009 $24,000,000 $2,606,000 3/16/2011 12/22/2010 $81,698,000 $425,000 $3,400,000,000 $7,000,000 $7,500,000 Capital Repayment Amount6 9/15/2011 12/29/2010 3/31/2010 4/13/2011 8/18/2011 Capital Repayment Date — — — — — — — — — $18,750,000 — — — — — — — $7,497,000 — — — — — Remaining Capital Amount 5/27/2009 9/22/2011 9/22/2011 5/20/2009 1/19/2011 9/22/2011 7/27/2011 4/21/2010 9/22/2011 6/30/2009 8/17/2011 8/11/2011 9/28/2011 12/29/2010 9/21/2010 4/13/2011 8/18/2011 Final Disposition Date R R R R R R R R R R R R R R A R R Note15 $2,200,000 $92,000 $314,000 $1,200,000 $49,100,000 $299,000 $1,300,000 $200,000 $155,000 $650,000 $450,000 $303,000 $1,800,000 $21,000 $713,687,430 $350,000 $375,000 Final Disposition Proceeds $21.74 $0.10 $3.45 $47.06 $4.80 $5.20 $26.50 $5.73 $3.81 $21.22 $1.88 $4.00 $3.00 $17.55 $3.30 $11.04 $3.85 $12.00 $14.18 $4.06 $0.75 $7.25 $16.14 $4.70 $4.55 Stock Price as of 9/30/2011 $1,118,094 $150,852 $1,158,113 $124,306 $798,425 $453,067 $298,155 $1,450,000 $427,216 $601,317 $213,666 $147,185,809 $960,619 $837,793 $3,106,771 $2,461,000 $259,450 $351,326 $440,465 $6,180,556 $2,462,778 $267,050 $617,712 $547,251 $666,667 $947,916 $2,503,333 $5,639,045 $947,284 $11,188,087 $730,109 $1,090,702 $4,017,192 $41,524 $129,861,111 $282,744 $2,510,844 $819,166 $876,542 $757,380 $2,160,417 Dividends/ Interest Paid to Treasury Continued on next page. 212,104 248,692 833,333 611,650 462,963 91,714 276,090 53,034 459,459 Current Outstanding Warrants 228 APPENDIX D I TRANSACTION DETAIL I OCTOBER 27, 2011 Preferred Stock w/ Warrants Subordinated Debentures w/ Exercised Warrants Preferred Stock w/ Warrants Preferred Stock w/ Warrants Preferred Stock w/ Warrants Indiana Bank Corp., Dana, IN2 Indiana Community Bancorp, Columbus, IN Integra Bank Corporation, Evansville, IN14,57 Intermountain Community Bancorp, Sandpoint, ID International Bancshares Corporation, Laredo, TX Intervest Bancshares Corporation, New York, NY Investors Financial Corporation of Pettis County, Inc., Sedalia, MO8 JPMorgan Chase & Co., New York, NY Katahdin Bankshares Corp., Houlton, ME2,49 KeyCorp, Cleveland, OH Kirksville Bancorp, Inc., Kirksville, MO2 KS Bancorp, Inc., Smithfield, NC2 Lafayette Bancorp, Inc, Oxford, MS2,30,c Lafayette Bancorp, Inc., Oxford, MS2,10a,30,c Lakeland Bancorp, Inc., Oak Ridge, NJ Lakeland Financial Corporation, Warsaw, IN Layton Park Financial Group, Milwaukee, WI2 LCNB Corp., Lebanon, OH Leader Bancorp, Inc., Arlington, MA2 Legacy Bancorp, Inc., Milwaukee, WI3,53 Liberty Bancshares, Inc., Jonesboro, AR2,50 Liberty Bancshares, Inc., Springfield, MO2,50 Liberty Bancshares, Inc., Fort Worth, TX2,10 Liberty Financial Services, Inc., New Orleans, LA3,30 Liberty Shares, Inc., Hinesville, GA2 Lincoln National Corporation, Radnor, PA LNB Bancorp Inc., Lorain, OH Lone Star Bank, Houston, TX2 LSB Corporation, North Andover, MA M&F Bancorp, Inc., Durham, NC2,3,10,30 M&T Bank Corporation, Buffalo, NY M&T Bank Corporation (Provident Bancshares Corp.), Baltimore, MD M&T Bank Corporation (Wilmington Trust Corporation), Wilmington, DE43 Mackinac Financial Corporation, Manistique, MI Madison Financial Corporation, Richmond, KY2 Magna Bank, Memphis, TN2,49 Mainline Bancorp, Inc., Ebensburg, PA2 MainSource Financial Group, Inc., Greensburg, IN Manhattan Bancorp, El Segundo, CA Manhattan Bancshares, Inc., Manhattan, IL8 Marine Bank & Trust Company, Vero Beach, FL2 4/24/2009 12/12/2008 2/27/2009 12/19/2008 12/23/2008 12/23/2008 5/8/2009 10/28/2008 1/30/2009 11/14/2008 3/20/2009 8/21/2009 2/20/2009 12/29/2009 2/6/2009 2/27/2009 12/18/2009 1/9/2009 12/23/2008 1/30/2009 1/23/2009 2/13/2009 12/4/2009 2/6/2009 2/20/2009 7/10/2009 12/12/2008 2/6/2009 12/12/2008 6/26/2009 12/23/2008 11/14/2008 12/12/2008 4/24/2009 3/13/2009 12/23/2008 12/29/2009 1/16/2009 12/5/2008 6/19/2009 3/6/2009 $3,000,000 $2,639,000 Preferred Stock w/ Exercised Warrants $1,700,000 Subordinated Debentures w/ Exercised Warrants $57,000,000 $4,500,000 $13,795,000 $3,370,000 $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 $6,500,000 $21,900,000 $57,500,000 $5,498,000 $5,830,000 $13,400,000 $3,000,000 $56,044,000 $59,000,000 $2,453,000 $1,998,000 $4,000,000 $470,000 $2,500,000,000 $10,449,000 $25,000,000,000 $4,000,000 $25,000,000 $216,000,000 $27,000,000 $83,586,000 $21,500,000 $1,312,000 $74,426,000 Investment Amount 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 Preferred Stock w/ Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Warrants Preferred Stock w/ Warrants Preferred Stock w/ Exercised Warrants Preferred Stock Preferred Stock w/ Exercised Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Exercised Warrants Preferred Stock Preferred Stock w/ Exercised Warrants Preferred Stock w/ Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Warrants Preferred Stock w/ Warrants Preferred Stock Preferred Stock 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 Preferred Stock w/ Warrants Preferred Stock w/ Warrants Preferred Stock w/ Warrants Preferred Stock w/ Warrants Preferred Stock w/ Exercised Warrants Mandatorily Convertible Preferred Stock w/ Warrants Independent Bank Corporation, Ionia, MI22 12/12/2008 Investment Description Institution Purchase Date CPP TRANSACTION DETAIL, AS OF 9/30/2011 (CONTINUED) $20,000,000 3/16/2011 $1,700,000 $6,885,000 9/16/2009 $3,455,000 8/18/2011 $3,455,000 $330,000,000 $370,000,000 $11,735,000 $15,000,000 $950,000,000 $5,645,000 $21,900,000 $57,500,000 $5,830,000 $13,400,000 6/8/2011 11/24/2009 5/13/2011 5/18/2011 8/20/2010 11/18/2009 6/30/2010 9/24/2010 8/18/2011 7/21/2011 11/24/2010 10/21/2009 $56,044,000 $20,000,000 8/4/2010 6/9/2010 $2,453,000 $1,998,000 $2,500,000,000 $10,449,000 $25,000,000,000 Capital Repayment Amount6 9/29/2010 9/29/2010 3/30/2011 8/18/2011 6/17/2009 Capital Repayment Date — — $6,885,000 $10,340,000 — $230,000,000 — — — — — — — — — $19,000,000 $39,000,000 — — — — — Remaining Capital Amount 10/14/2009 8/18/2011 12/16/2009 9/16/2010 8/18/2011 7/21/2011 11/24/2010 9/29/2010 4/20/2011 8/18/2011 12/10/2009 Final Disposition Date R R R A R R R R R R A Note15 $63,364 $690,000 $560,000 $216,620,887 $1,095,000 $2,875,000 $292,000 $100,000 $70,000,000 $522,000 $950,318,243 Final Disposition Proceeds $2.25 $8.72 $23.50 $5.46 $69.90 $3.75 $15.63 $13.35 $20.66 $7.82 $6.50 $5.93 $11.75 $30.12 $2.68 $13.15 $1.25 $14.20 $14.80 $1.92 Stock Price as of 9/30/2011 $235,713 $477,281 $66,347 $7,354,583 $399,213 $1,661,468 $169,422 $1,269,583 $39,920,833 $9,489,792 $86,225,000 $674,763 $700,000 $3,373,577 $46,180,555 $1,399,560 $461,009 $581,536 $3,000,452 $7,816,966 $355,079 $609,961 $524,833 $271,138 $3,596,156 $6,004,306 $267,134 $432,367 $61,655 $297,222,222 $1,452,047 $795,138,889 $174,325 $1,118,056 $28,560,000 $1,222,500 $1,950,340 $2,875,625 $165,139 $2,430,000 Dividends/ Interest Paid to Treasury Continued on next page. 571,906 379,310 95,383 407,542 1,218,522 561,343 217,063 198,269 949,571 691,882 1,326,238 653,226 7,418,876 188,707 346,154 Current Outstanding Warrants TRANSACTION DETAIL I APPENDIX D I OCTOBER 27, 2011 229 $6,200,000 Preferred Stock w/ Exercised Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Exercised Warrants Maryland Financial Bank, Towson, MD2 MB Financial Inc., Chicago, IL McLeod Bancshares, Inc., Shorewood, MN2,50 Medallion Bank, Salt Lake City, UT2,49,c Medallion Bank, Salt Lake City, UT2,10a,49,c Mercantile Bank Corporation, Grand Rapids, MI Mercantile Capital Corp., Boston, MA2,49 Merchants and Manufacturers Bank Corporation, Joliet, IL2,49 Merchants and Planters Bancshares, Inc., Toone, TN2,62 Meridian Bank, Devon, PA Meridian Bank, Devon, PA2,10a Metro City Bank, Doraville, GA MetroCorp Bancshares, Inc., Houston, TX Metropolitan Bank Group, Inc., Chicago, IL2,41 Metropolitan Bank Group, Inc. (NC Bancorp, Inc.), Chicago, IL2,41 Metropolitan Capital Bancorp, Inc., Chicago, IL2 Metropolitan Capital Bancorp, Inc., Chicago, IL2,10a Mid Penn Bancorp, Inc., Millersburg, PA Middleburg Financial Corporation, Middleburg, VA Midland States Bancorp, Inc., Effingham, IL2 MidSouth Bancorp, Inc., Lafayette, LA49 Midtown Bank & Trust Company, Atlanta, GA2 Midwest Banc Holdings, Inc., Melrose Park, IL14,20 Midwest Regional Bancorp, Inc., Festus, MO2 MidWestOne Financial Group, Inc., Iowa City, IAf Mid-Wisconsin Financial Services, Inc., Medford, WI2 Millennium Bancorp, Inc., Edwards, CO2 Mission Community Bancorp, San Luis Obispo, CA3 Mission Valley Bancorp, Sun Valley, CA3,30 Monadnock Bancorp, Inc., Peterborough, NH2 Monarch Community Bancorp, Inc., Coldwater, MI Monarch Financial Holdings, Inc., Chesapeake, VA Moneytree Corporation, Lenoir City, TN2,50 Monument Bank, Bethesda, MD2,49 Morgan Stanley, New York, NY Morrill Bancshares, Inc., Merriam, KS2 Moscow Bancshares, Inc., Moscow, TN2 Mountain Valley Bancshares, Inc., Cleveland, GA2 MS Financial, Inc., Kingwood, TX2 MutualFirst Financial, Inc., Muncie, IN50,f Naples Bancorp, Inc., Naples, FL2 3/27/2009 12/5/2008 11/20/2009 2/27/2009 12/22/2009 5/15/2009 2/6/2009 6/19/2009 3/6/2009 2/13/2009 12/11/2009 1/30/2009 1/16/2009 6/26/2009 6/26/2009 4/10/2009 11/20/2009 12/19/2008 1/30/2009 1/23/2009 1/9/2009 2/27/2009 12/5/2008 2/13/2009 2/6/2009 2/20/2009 4/3/2009 1/9/2009 12/23/2008 12/19/2008 2/6/2009 12/19/2008 3/13/2009 1/30/2009 10/28/2008 1/16/2009 1/23/2009 9/25/2009 3/27/2009 12/23/2008 3/27/2009 2 $1,881,000 Preferred Stock w/ Exercised Warrants Marshall & Ilsley Corporation, Milwaukee, WI44,d 11/14/2008 2 Preferred Stock w/ Exercised Warrants Marquette National Corporation, Chicago, IL2 12/19/2008 $35,500,000 $7,700,000 Preferred Stock w/ Exercised Warrants Preferred Stock w/ Warrants 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/ Exercised Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Warrants Preferred Stock w/ Warrants Preferred Stock w/ Exercised Warrants Preferred Stock Preferred Stock Preferred Stock w/ Exercised Warrants 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 Preferred Stock w/ Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Warrants Preferred Stock w/ Warrants Preferred Stock Preferred Stock w/ Exercised Warrants $4,000,000 $32,382,000 $7,723,000 $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 $5,500,000 $5,116,000 $7,260,000 $10,000,000 $16,000,000 $700,000 $89,388,000 $5,222,000 $20,000,000 $10,189,000 $22,000,000 $10,000,000 $2,348,000 $2,040,000 $7,186,000 $74,706,000 $45,000,000 Preferred Stock w/ Exercised Warrants Preferred Stock w/ Warrants $6,335,000 $3,510,000 $3,500,000 $21,000,000 $9,698,000 $11,800,000 $6,000,000 $196,000,000 $1,700,000 $1,715,000,000 Preferred Stock Preferred Stock w/ Warrants Preferred Stock Preferred Stock w/ Exercised Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Warrants Preferred Stock w/ Exercised Warrants $2,060,000 $20,300,000 Subordinated Debentures w/ Exercised Warrants Market Street Bancshares, Inc., Mt. Vernon, IL8 Preferred Stock w/ Exercised Warrants Market Bancorporation, Inc., New Market, MN2 5/15/2009 Investment Amount 2/20/2009 Investment Description Institution Purchase Date CPP TRANSACTION DETAIL, AS OF 9/30/2011 (CONTINUED) 8/25/2011 7/20/2011 6/17/2009 8/11/2011 9/15/2011 12/23/2009 8/20/2010 7/6/2011 11/10/2009 8/25/2011 12/23/2009 12/23/2009 9/7/2011 9/8/2011 8/4/2011 7/21/2011 7/21/2011 8/18/2011 7/5/2011 Capital Repayment Date $32,382,000 $13,000,000 $10,000,000,000 $4,734,000 $9,516,000 $14,700,000 $5,500,000 $16,000,000 $700,000 $20,000,000 $10,189,000 $22,000,000 $1,881,000 $3,510,000 $3,500,000 $9,698,000 $11,800,000 $6,000,000 $1,715,000,000 Capital Repayment Amount6 — — — — — — — — — — — — — — — — — — — Remaining Capital Amount 9/28/2011 7/20/2011 8/12/2009 8/11/2011 9/15/2011 2/10/2010 7/27/2011 11/10/2009 12/23/2009 9/7/2011 9/8/2011 8/4/2011 7/21/2011 7/21/2011 8/18/2011 7/5/2011 Final Disposition Date R R R R R R R R R R R R R R R R Note15 $900,194 $650,000 $950,000,000 $237,000 $476,000 $260,000 $1,000,000 $35,000 $509,000 $94,000 $176,000 $175,000 $55,000 $590,000 $300,000 $3,250,000 Final Disposition Proceeds $6.92 $13.51 $6.51 $1.14 $2.60 $3.45 $5.35 $14.34 $8.00 $4.50 $8.10 $14.72 $125.00 Stock Price as of 9/30/2011 $356,067 $4,326,595 $477,009 $339,717 $867,679 $1,779,122 $318,055,555 $652,959 $1,299,481 $743,167 $262,919 $190,517 $456,042 $665,080 $343,053 $1,082,431 $1,933,333 $28,294 $824,289 $275,105 $2,627,778 $508,989 $986,944 $1,327,778 $464,784 $332,256 $3,454,185 $5,841,250 $1,066,611 $1,378,063 $256,560 $424,668 $475,815 $1,050,000 $2,317,675 $570,433 $26,405,556 $128,166 $226,522,917 $5,137,837 $3,832,133 $138,778 Dividends/ Interest Paid to Treasury Continued on next page. 260,962 4,282,020 104,384 104,101 73,099 771,429 616,438 506,024 Current Outstanding Warrants 230 APPENDIX D I TRANSACTION DETAIL I OCTOBER 27, 2011 $4,120,000 $4,060,000 Preferred Stock w/ Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Exercised Warrants New Hampshire Thrift Bancshares, Inc., Newport, NH49 New York Private Bank & Trust Corporation, New York, NY2 NewBridge Bancorp, Greensboro, NC Nicolet Bankshares, Inc., Green Bay, WI2,49 North Central Bancshares, Inc., Fort Dodge, IA Northeast Bancorp, Lewiston, ME Northern State Bank, Closter, NJ2 Northern State Bank, Closter, NJ2,10a Northern States Financial Corporation, Waukegan, IL Northern Trust Corporation, Chicago, IL Northway Financial, Inc., Berlin, NH2,49 Northwest Bancorporation, Inc., Spokane, WA2 Northwest Commercial Bank, Lakewood, WA2 Oak Ridge Financial Services, Inc., Oak Ridge, NC Oak Valley Bancorp, Oakdale, CA50,f OceanFirst Financial Corp., Toms River, NJ Ojai Community Bank, Ojai, CA2 Old Line Bancshares, Inc., Bowie, MD Old National Bancorp, Evansville, IN Old Second Bancorp, Inc., Aurora, IL Omega Capital Corp., Lakewood, CO2 One Georgia Bank, Atlanta, GA2,56 OneFinancial Corporation, Little Rock, AR8,10 OneUnited Bank, Boston, MA Oregon Bancorp, Inc., Salem, OR2 OSB Financial Services, Inc., Orange, TX8 Pacific Capital Bancorp, Santa Barbara, CA Pacific City Financial Corporation, Los Angeles, CA2 Pacific Coast Bankers’ Bancshares, San Francisco, CA2,50 Pacific Coast National Bancorp, San Clemente, CA2,19 Pacific Commerce Bank, Los Angeles, CA Pacific International Bancorp, Seattle, WA Park Bancorporation, Inc., Madison, WI2 Park National Corporation, Newark, OH Parke Bancorp, Inc., Sewell, NJ Parkvale Financial Corporation, Monroeville, PA 1/16/2009 1/9/2009 12/12/2008 12/23/2008 1/9/2009 12/12/2008 5/15/2009 12/18/2009 2/20/2009 11/14/2008 1/30/2009 2/13/2009 2/13/2009 1/30/2009 12/5/2008 1/16/2009 1/30/2009 12/5/2008 12/12/2008 1/16/2009 4/17/2009 5/8/2009 6/5/2009 12/19/2008 4/24/2009 5/1/2009 11/21/2008 12/19/2008 12/23/2008 1/16/2009 12/23/2008 12/12/2008 3/6/2009 12/23/2008 1/30/2009 12/23/2008 2 Preferred Stock NEMO Bancshares Inc., Madison, MO8 6/19/2009 29 Preferred Stock w/ Exercised Warrants NCAL Bancorp, Los Angeles, CA 12/19/2008 2,3 Preferred Stock w/ Warrants Nationwide Bankshares, Inc., West Point, NE8 12/11/2009 2 National Penn Bancshares, Inc., Boyertown, PA 12/12/2008 $2,330,000 Subordinated Debentures w/ Exercised Warrants Preferred Stock w/ Warrants Preferred Stock w/ Warrants Preferred Stock w/ Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Warrants $31,762,000 $16,288,000 $100,000,000 $23,200,000 $6,500,000 $11,600,000 $16,200,000 $195,045,000 $6,100,000 Common Stock w/ Warrants Subordinated Debentures w/ Exercised Warrants $12,063,000 Preferred Stock $3,216,000 $17,300,000 Subordinated Debentures w/ Exercised Warrants Preferred Stock w/ Exercised Warrants $5,500,000 $2,816,000 $73,000,000 $100,000,000 $7,000,000 $2,080,000 $38,263,000 $13,500,000 $7,700,000 $1,992,000 $10,500,000 $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 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/ Exercised Warrants Preferred Stock w/ Warrants 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 Preferred Stock w/ Warrants Preferred Stock w/ Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Warrants $10,000,000 Preferred Stock w/ Exercised Warrants $10,000,000 $2,000,000 $150,000,000 $24,664,000 Subordinated Debentures w/ Exercised Warrants Preferred Stock w/ Warrants Preferred Stock w/ Exercised Warrants $67,000,000 National Bancshares, Inc., Bettendorf, IA2 Preferred Stock w/ Warrants Nara Bancorp, Inc., Los Angeles, CA 2/27/2009 Investment Amount 11/21/2008 Investment Description Institution Purchase Date CPP TRANSACTION DETAIL, AS OF 9/30/2011 (CONTINUED) 2/11/2010 7/28/2011 3/31/2009 7/15/2009 12/30/2009 8/11/2011 9/15/2011 6/17/2009 9/1/2011 8/25/2011 12/29/2010 3/16/2011 Capital Repayment Date $0 $11,600,000 $100,000,000 $7,000,000 $38,263,000 $13,500,000 $10,000,000 $1,576,000,000 $14,964,000 $10,000,000 $2,000,000 $150,000,000 Capital Repayment Amount6 — — — — — — — — — — — — Remaining Capital Amount 7/28/2011 5/8/2009 9/2/2009 2/3/2010 9/28/2011 9/15/2011 8/26/2009 9/1/2011 12/29/2010 4/13/2011 Final Disposition Date R R R R R R R R R R Note15 $580,000 $1,200,000 $225,000 $430,797 $560,000 $500,000 $87,000,000 $748,000 $100,000 $1,000,000 Final Disposition Proceeds $18.40 $7.08 $52.88 $2.90 $3.10 $25.52 $8.00 $1.26 $9.32 $6.83 $2.98 $4.05 $2.77 $9.75 $34.98 $0.80 $12.89 $15.33 $3.90 $12.11 $6.50 $7.01 $6.07 Stock Price as of 9/30/2011 $4,199,642 $2,069,933 $13,222,222 $3,087,243 $463,125 $387,223 $18,088 $1,641,964 $358,065 $2,107,397 $1,186,233 $404,628 $93,823 $3,080,992 $50,311 $5,769,028 $1,513,889 $213,889 $231,443 $1,828,122 $1,811,250 $978,542 $272,103 $575,430 $1,430,625 $46,623,333 $418,323 $266,418 $565,362 $1,326,000 $2,192,843 $7,004,755 $37,872,796 $1,304,167 $421,532 $1,311,028 $176,190 $16,958,333 $2,307,492 $9,156,667 Dividends/ Interest Paid to Treasury Continued on next page. 376,327 362,733 227,376 15,120 815,339 163,830 584,084 67,958 99,157 2,567,255 184,275 521,266 Current Outstanding Warrants TRANSACTION DETAIL I APPENDIX D I OCTOBER 27, 2011 231 Preferred Stock w/ Exercised Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Warrants Pascack Bancorp, Inc. (Pascack Community Bank), Westwood, NJ2,13 Patapsco Bancorp, Inc., Dundalk, MD2 Pathfinder Bancorp, Inc., Oswego, NY49 Pathway Bancorp, Cairo, NE2 Patriot Bancshares, Inc., Houston, TX2 Patterson Bancshares, Inc, Patterson, LA2 Peapack-Gladstone Financial Corporation, Gladstone, NJ 2/6/2009 12/19/2008 9/11/2009 3/27/2009 12/19/2008 4/17/2009 1/9/2009 Preferred Stock w/ Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Warrants Peoples Bancorp Inc., Marietta, OH Peoples Bancorp of North Carolina, Inc., Newton, NC Peoples Bancorporation, Inc., Easley, SC2 Peoples Bancshares of TN, Inc, Madisonville, TN2 PeoplesSouth Bancshares, Inc., Colquitt, GA2 PFSB Bancorporation, Inc., Pigeon Falls, WI2,10,50 PGB Holdings, Inc., Chicago, IL3,30 Pierce County Bancorp, Tacoma, WA2,51 Pinnacle Bank Holding Company, Inc., Orange City, FL2 Pinnacle Financial Partners, Inc., Nashville, TN Plains Capital Corporation, Dallas, TX2,49 Plato Holdings Inc., Saint Paul, MN Plumas Bancorp, Quincy, CA Popular, Inc., San Juan, PR12 Porter Bancorp Inc., Louisville, KY Prairie Star Bancshares, Inc., Olathe, KS2 Premier Bancorp, Inc., Wilmette, IL3,8,30 Premier Bank Holding Company, Tallahassee, FL2 Premier Financial Bancorp, Inc., Huntington, WV Premier Financial Corp, Dubuque, IA8 Premier Service Bank, Riverside, CA2 PremierWest Bancorp, Medford, OR Presidio Bank, San Francisco, CA2,10 Princeton National Bancorp, Inc., Princeton, IL Private Bancorporation, Inc., Minneapolis, MN2,c Private Bancorporation, Inc., Minneapolis, MN2,10a,c PrivateBancorp, Inc., Chicago, IL Providence Bank, Rocky Mount, NC2,10,49 Provident Community Bancshares, Inc., Rock Hill, SC PSB Financial Corporation, Many, LA2,30 Puget Sound Bank, Bellevue, WA2,49 Pulaski Financial Corp, Creve Coeur, MO QCR Holdings, Inc., Moline, IL49 1/30/2009 12/23/2008 4/24/2009 3/20/2009 3/6/2009 9/11/2009 2/6/2009 1/23/2009 3/6/2009 12/12/2008 12/19/2008 7/17/2009 1/30/2009 12/5/2008 11/21/2008 4/3/2009 5/8/2009 3/20/2009 10/2/2009 5/22/2009 2/20/2009 2/13/2009 11/20/2009 1/23/2009 2/27/2009 12/29/2009 1/30/2009 10/2/2009 3/13/2009 2/27/2009 1/16/2009 1/16/2009 2/13/2009 8,10 Preferred Stock w/ Warrants Peoples Bancorp, Lynden, WA2,62 2/13/2009 Preferred Stock w/ Warrants Preferred Stock w/ Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Warrants Preferred Stock 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 Preferred Stock w/ Warrants Preferred Stock w/ Exercised Warrants Subordinated Debentures Preferred Stock w/ Exercised Warrants Preferred Stock w/ Warrants Trust Preferred Securities w/ Warrants $38,237,000 $32,538,000 $4,500,000 $9,270,000 $9,266,000 $4,000,000 $243,815,000 $3,262,000 $4,960,000 $25,083,000 $10,800,000 $41,400,000 $4,000,000 $6,349,000 $22,252,000 $9,500,000 $6,784,000 $2,800,000 $35,000,000 $935,000,000 $11,949,000 $2,500,000 Preferred Stock w/ Warrants $87,631,000 Subordinated Debentures w/ Exercised Warrants $95,000,000 $4,389,000 $6,800,000 $3,000,000 $1,500,000 $12,325,000 $3,900,000 $12,660,000 $25,054,000 $39,000,000 $18,000,000 $9,960,000 $6,000,000 $28,685,000 $3,690,000 $26,038,000 $3,727,000 $6,771,000 $6,000,000 $3,756,000 Investment Amount Preferred Stock w/ Exercised Warrants Preferred Stock w/ Warrants Preferred Stock Preferred Stock w/ Exercised Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Warrants Peninsula Bank Holding Co., Palo Alto, CA Penn Liberty Financial Corp., Wayne, PA2,49 1/30/2009 4/17/2009 Preferred Stock w/ Exercised Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Warrants Preferred Stock w/ Exercised Warrants Investment Description Institution Purchase Date CPP TRANSACTION DETAIL, AS OF 9/30/2011 (CONTINUED) 9/15/2011 8/11/2011 9/29/2010 9/15/2011 8/13/2010 9/27/2011 8/13/2010 8/25/2011 2/2/2011 8/3/2011 9/1/2011 3/2/2011 1/6/2010 9/1/2011 Capital Repayment Date $38,237,000 $4,500,000 $9,270,000 $4,000,000 $6,784,000 $87,631,000 $3,000,000 $1,500,000 $21,000,000 $18,000,000 $9,960,000 $7,172,000 $7,172,000 $6,771,000 Capital Repayment Amount6 — — — — — — — — $18,000,000 — — $14,341,000 $21,213,000 — Remaining Capital Amount 8/11/2011 9/29/2010 9/15/2011 9/27/2011 8/25/2011 8/3/2011 9/1/2011 Final Disposition Date R R R R R R R Note15 $225,000 $464,000 $175,000 $4,382,000 $71,000 $900,000 $498,000 Final Disposition Proceeds $8.77 $6.55 $8.95 $0.50 $7.52 $3.18 $6.00 $0.91 $1.95 $4.97 $3.83 $1.50 $2.42 $10.94 $4.67 $11.00 $9.91 $8.57 $0.55 Stock Price as of 9/30/2011 $4,949,567 $4,198,306 $630,157 $802,802 $543,091 $421,312 $30,984,823 $498,860 $2,271,405 $988,281 $1,046,500 $54,500 $522,263 $2,090,418 $467,413 $660,215 $132,253 $4,783,333 $113,109,028 $622,344 $430,653 $13,239,940 $12,706,250 $284,999 $207,948 $227,917 $159,163 $1,640,043 $510,710 $1,592,681 $3,312,696 $4,393,333 $2,425,250 $1,287,689 $783,943 $2,989,936 $487,342 $2,704,136 $77,852 $667,696 $377,867 $516,918 Dividends/ Interest Paid to Treasury Continued on next page. 521,888 778,421 178,880 645,013 155,025 109,039 628,588 330,561 20,932,836 237,712 267,455 357,234 313,505 81,670 150,296 154,354 Current Outstanding Warrants 232 APPENDIX D I TRANSACTION DETAIL I OCTOBER 27, 2011 Regents Bancshares, Inc., Vancouver, WA2,10 Regional Bankshares, Inc., Hartsville, SC2 Regions Financial Corporation, Birmingham, AL Reliance Bancshares, Inc., Frontenac, MO2 Ridgestone Financial Services, Inc., Brookfield, WI2 Rising Sun Bancorp, Rising Sun, MD2 River Valley Bancorporation, Inc., Wausau, WI Riverside Bancshares, Inc., Little Rock, AR Rogers Bancshares, Inc., Little Rock, AR2 Royal Bancshares of Pennsylvania, Inc., Narberth, PA S&T Bancorp, Indiana, PA Saigon National Bank, Westminster, CA2 Salisbury Bancorp, Inc., Lakeville, CT49 10/23/2009 2/13/2009 11/14/2008 2/13/2009 2/27/2009 1/9/2009 6/12/2009 5/15/2009 1/30/2009 2/20/2009 1/16/2009 12/23/2008 3/13/2009 $1,100,000 Subordinated Debentures w/ Exercised Warrants Preferred Stock w/ Warrants Preferred Stock w/ Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Exercised Warrants Subordinated Debentures w/ Exercised Warrants SBT Bancorp, Inc., Simsbury, CT2,49 SCBT Financial Corporation, Columbia, SC Seacoast Banking Corporation of Florida, Stuart, FL Seacoast Commerce Bank, Chula Vista, CA 2,49 Security Bancshares of Pulaski County, Inc., Waynesville, MO2 Security Business Bancorp, San Diego, CA2,49 Security California Bancorp, Riverside, CA2,49 Security Capital Corporation, Batesville, MS2,10,30 Security Federal Corporation, Aiken, SC30 Security State Bancshares, Inc., Charleston, MO2,49 Security State Bank Holding-Company, Jamestown, ND8 Severn Bancorp, Inc., Annapolis, MD Shore Bancshares, Inc., Easton, MD Signature Bancshares, Inc., Dallas, TX8 Signature Bank, New York, NY Somerset Hills Bancorp, Bernardsville, NJ Sonoma Valley Bancorp, Sonoma, CA2,25 Sound Banking Company, Morehead City, NC2 South Financial Group, Inc., Greenville, SC26 SouthCrest Financial Group, Inc., Fayetteville, GA2 3/27/2009 1/16/2009 12/19/2008 12/23/2008 2/13/2009 1/9/2009 1/9/2009 6/26/2009 12/19/2008 2/20/2009 5/1/2009 11/21/2008 1/9/2009 6/26/2009 12/12/2008 1/16/2009 2/20/2009 1/9/2009 12/5/2008 7/17/2009 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 Subordinated Debentures w/ Exercised Warrants Preferred Stock w/ Warrants 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/ Exercised Warrants Preferred Stock w/ Warrants Santa Lucia Bancorp, Atascadero, CA Preferred Stock w/ Exercised Warrants Santa Clara Valley Bank, N.A., Santa Paula, CA 12/19/2008 Preferred Stock w/ Warrants Preferred Stock w/ Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Warrants $15,000,000 Subordinated Debentures w/ Exercised Warrants $12,900,000 $347,000,000 $3,070,000 $8,653,000 $7,414,000 $120,000,000 $1,700,000 $25,000,000 $23,393,000 $10,750,000 $12,500,000 $18,000,000 $17,388,000 $6,815,000 $5,803,000 $2,152,000 $1,800,000 $50,000,000 $64,779,000 $4,000,000 $4,000,000 $2,900,000 $83,094,000 $8,816,000 $1,549,000 $108,676,000 $30,407,000 $25,000,000 $5,983,000 $10,900,000 $40,000,000 $3,500,000,000 $1,500,000 $12,700,000 $2,655,000 $9,982,000 $2,995,000 $3,800,000 $8,900,000 $6,229,000 Investment Amount Preferred Stock 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/ Exercised Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Exercised Warrants 2/13/2009 12/5/2008 2 Regent Capital Corporation, Nowata, OK2,49 2/27/2009 Sandy Spring Bancorp, Inc., Olney, MD Preferred Stock w/ Warrants Regent Bancorp, Inc., Davie, FL2 3/6/2009 12/5/2008 Preferred Stock w/ Exercised Warrants Redwood Financial Inc., Redwood Falls, MN2,49 1/9/2009 8 Redwood Capital Bancorp, Eureka, CA2,49 1/16/2009 8 RCB Financial Corporation, Rome, GA2,10 6/19/2009 Preferred Stock w/ Exercised Warrants Randolph Bank & Trust Company, Asheboro, NC2 10/30/2009 Investment Description Institution Purchase Date CPP TRANSACTION DETAIL, AS OF 9/30/2011 (CONTINUED) 9/30/2010 5/20/2009 3/31/2009 12/15/2010 4/15/2009 9/22/2011 9/29/2010 9/29/2010 9/15/2011 7/14/2011 9/1/2011 5/20/2009 8/11/2011 12/15/2010 7/21/2010 8/25/2011 7/21/2011 8/18/2011 7/21/2011 Capital Repayment Date $130,179,219 $7,414,000 $120,000,000 $1,700,000 $25,000,000 $12,500,000 $18,000,000 $17,388,000 $6,815,000 $5,803,000 $1,800,000 $64,779,000 $4,000,000 $41,547,000 $41,547,000 $8,816,000 $2,655,000 $2,995,000 $3,800,000 Capital Repayment Amount6 — — — — — — — — — — — — — — $41,547,000 — — — — Remaining Capital Amount 9/30/2010 6/24/2009 3/10/2010 12/15/2010 9/22/2011 9/29/2010 9/15/2011 7/14/2011 9/1/2011 6/24/2009 8/11/2011 2/23/2011 7/21/2011 8/18/2011 7/21/2011 Final Disposition Date R R A R R R R R R R R R R R R Note15 $400,000 $275,000 $11,320,751 $85,000 $625,000 $522,000 $341,000 $290,000 $90,000 $1,400,000 $200,000 $4,450,000 $133,000 $150,000 $190,000 Final Disposition Proceeds $4.00 $3.00 $7.25 $47.72 $4.36 $2.51 $9.51 $7.85 $3.40 $1.47 $24.68 $0.33 $3.75 $14.63 $24.72 $0.05 $16.16 $1.07 $16.02 $0.55 $3.33 $11.60 $5.00 Stock Price as of 9/30/2011 $933,494 $16,386,111 $435,136 $347,164 $127,686 $1,816,667 $209,588 $333,333 $3,197,044 $1,414,005 $1,763,680 $1,600,000 $1,153,111 $996,698 $795,018 $293,952 $263,780 $7,002,430 $1,115,639 $517,145 $331,111 $158,928 $7,593,868 $1,079,960 $14,022,223 $358,971 $738,021 $207,653 $2,737,238 $195,637 $277,224 $3,827,111 $481,736,111 $204,830 $1,212,158 $347,328 $784,282 $425,811 $520,626 $893,934 $523,303 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 48,253,677 Current Outstanding Warrants TRANSACTION DETAIL I APPENDIX D I OCTOBER 27, 2011 233 Preferred Stock w/ Exercised Warrants Common Stock w/ Warrants Preferred Stock w/ Warrants Southern Heritage Bancshares, Inc., Cleveland, TN2,50 Southern Illinois Bancorp, Inc., Carmi, IL2,49 Southern Missouri Bancorp, Inc., Poplar Bluff, MO49 SouthFirst Bancshares, Inc., Sylacauga, AL2 Southwest Bancorp, Inc., Stillwater, OK Sovereign Bancshares, Inc., Dallas, TX2,49 Spirit BankCorp, Inc., Bristow, OK2 St. Johns Bancshares, Inc., St. Louis, MO2 Standard Bancshares, Inc., Hickory Hills, IL2 State Bancorp, Inc., Jericho, NY State Bankshares, Inc., Fargo, ND2 State Capital Corporation, Greenwood, MS2,30 State Street Corporation, Boston, MA Stearns Financial Services, Inc., St. Cloud, MN8 Steele Street Bank Corporation, Denver, CO StellarOne Corporation, Charlottesville, VA Sterling Bancorp, New York, NY Sterling Bancshares, Inc., Houston, TX Sterling Financial Corporation, Spokane, WA24 Stewardship Financial Corporation, Midland Park, NJ49 Stockmens Financial Corporation, Rapid City, SD2 Stonebridge Financial Corp., West Chester, PA2 Suburban Illinois Bancorp, Inc., Elmhurst, IL8 Summit State Bank, Santa Rosa, CA49,d Sun Bancorp, Inc., Vineland, NJ SunTrust Banks, Inc., Atlanta, GAc,h SunTrust Banks, Inc., Atlanta, GAc,h Superior Bancorp Inc., Birmingham, AL Surrey Bancorp, Mount Airy, NC2 Susquehanna Bancshares, Inc, Lititz, PA SV Financial, Inc., Sterling, IL2 SVB Financial Group, Santa Clara, CA Sword Financial Corporation, Horicon, WI8,49 Synovus Financial Corp., Columbus, GA Syringa Bancorp, Boise, ID2 Taylor Capital Group, Rosemont, IL TCB Corporation, Greenwood, SC8,10,50 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 10/28/2008 6/26/2009 9/25/2009 12/19/2008 12/23/2008 12/12/2008 12/5/2008 1/30/2009 2/6/2009 1/23/2009 6/19/2009 12/19/2008 1/9/2009 11/14/2008 12/31/2008 12/5/2008 1/9/2009 12/12/2008 4/10/2009 12/12/2008 5/8/2009 12/19/2008 1/16/2009 11/21/2008 8/28/2009 17,54 Preferred Stock w/ Warrants Southern First Bancshares, Inc., Greenville, SC 2/27/2009 8,10,50 Preferred Stock w/ Warrants Southern Community Financial Corp., Winston-Salem, NC 12/5/2008 Subordinated Debentures 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 Preferred Stock w/ Exercised Warrants Preferred Stock w/ Warrants Preferred Stock w/ Exercised Warrants Trust Preferred Securities w/ Warrants Preferred Stock w/ Warrants Preferred Stock w/ Warrants Preferred Stock w/ Warrants $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 $15,000,000 Subordinated Debentures w/ Exercised Warrants Preferred Stock w/ Warrants $10,973,000 $15,568,000 $10,000,000 $303,000,000 $125,198,000 $42,000,000 Preferred Stock w/ Exercised Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Warrants Preferred Stock w/ Warrants $30,000,000 $11,019,000 Preferred Stock w/ Warrants $24,900,000 Subordinated Debentures w/ Exercised Warrants $2,000,000,000 $15,000,000 $50,000,000 $36,842,000 $60,000,000 $3,000,000 $30,000,000 $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 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/ Exercised 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 Preferred Stock w/ Warrants Preferred Stock w/ Exercised Warrants Preferred Stock Southern Bancorp, Inc., Arkadelphia, AR3,30 1/16/2009 Investment Description Institution Purchase Date CPP TRANSACTION DETAIL, AS OF 9/30/2011 (CONTINUED) $11,568,000 3/16/2011 9/8/2011 9/15/2011 12/23/2009 $9,720,000 $13,644,000 $235,000,000 $4,000,000 $100,000,000 12/22/2010 8/31/2011 $200,000,000 $2,000,000 $1,350,000,000 $3,500,000,000 $89,310,000 4/21/2010 12/29/2010 3/30/2011 3/30/2011 4/8/2009 $8,500,000 $4,000,000 1/14/2011 8/4/2011 $10,000,000 $125,198,000 $42,000,000 $7,500,000 $11,019,000 $2,000,000,000 9/1/2011 5/5/2009 4/27/2011 4/13/2011 9/1/2011 6/17/2009 $15,000,000 $37,500,000 6/29/2011 9/29/2010 $12,500,000 $18,215,000 $9,550,000 $5,000,000 $4,862,000 $11,000,000 Capital Repayment Amount6 8/12/2009 9/22/2011 7/21/2011 8/25/2011 9/8/2011 8/6/2010 Capital Repayment Date — — — — — $100,000,000 — — — — — — $11,568,000 — — — $22,500,000 — — — $37,500,000 — — — — — Remaining Capital Amount 9/8/2011 9/15/2011 6/16/2010 8/31/2011 1/19/2011 12/29/2010 9/22/2011 9/22/2011 5/27/2009 9/14/2011 3/16/2011 6/9/2010 5/18/2011 9/1/2011 7/8/2009 9/29/2010 6/29/2011 9/22/2011 8/25/2011 9/8/2011 Final Disposition Date R R R R R R A A R R R A R R R R R R R R Note15 $292,000 $682,000 $6,820,000 $200,000 $5,269,179 $100,000 $16,224,035 $14,269,536 $2,100,000 $315,000 $778,000 $3,007,891 $945,775 $331,000 $60,000,000 $750,000 $2,500,000 $911,000 $250,000 $243,000 Final Disposition Proceeds $6.42 $0.07 $1.07 $37.00 $5.46 $8.75 $17.95 $2.65 $5.15 $5.57 $1,599,381 $14,325,811 $253,122 $128,511,628 $2,693,234 $12,109,028 $521,383 $23,722,222 $214,972 $4,983,333 $567,986,111 $1,103,971 $1,115,625 $2,083,520 $634,609 $1,755,554 $1,293,055 $6,733,333 Continued on next page. 1,462,647 15,510,737 1,923,792 133,475 97,541 $2,486,571 $12.38 $4,923,333 $3,856,250 $1,728,673 $4,462,571 $63,611,111 $1,330,709 $5,508,472 $4,963,436 $6,730,750 $396,033 $2,261,750 $2,506,669 $8,555,556 $327,191 $1,254,764 $705,472 $613,111 $2,133,544 $4,156,250 $855,556 Dividends/ Interest Paid to Treasury No longer trading 302,623 465,569 703,753 114,326 363,609 1,623,418 Current Outstanding Warrants $7.26 $32.16 $10.57 $4.22 $2.50 $20.62 $6.90 $1.15 Stock Price as of 9/30/2011 234 APPENDIX D I TRANSACTION DETAIL I OCTOBER 27, 2011 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 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/ Exercised Warrants TCB Holding Company, Texas Community Bank, The Woodlands, TX2 TCF Financial Corporation, Wayzata, MN TCNB Financial Corp., Dayton, OH2 Tennessee Commerce Bancorp, Inc., Franklin, TN Tennessee Valley Financial Holdings, Inc., Oak Ridge, TN2 Texas Capital Bancshares, Inc., Dallas, TX Texas National Bancorporation, Jacksonville, TX2 The ANB Corporation, Terrell, TX2,49 The Bancorp, Inc., Wilmington, DE The Bank of Currituck, Moyock, NC 2,34 The Bank of Kentucky Financial Corporation, Crestview Hills, KY The Bank of New York Mellon Corporation, New York, NY The Baraboo Bancorporation, Baraboo, WI2 The Connecticut Bank and Trust Company, Hartford, CT The Elmira Savings Bank, FSB, Elmira, NY49 The First Bancorp, Inc., Damariscotta, ME The First Bancshares, Inc., Hattiesburg, MS30 The Freeport State Bank, Harper, KS2 The Goldman Sachs Group, Inc., New York, NY The Landrum Company, Columbia, MO2,49 The Little Bank, Incorporated, Kinston, NC2 The PNC Financial Services Group Inc., Pittsburgh, PA The Private Bank of California, Los Angeles, CA2,49 The Queensborough Company, Louisville, GA2 The State Bank of Bartley, Bartley, NE8,10,49 The Victory Bancorp, Inc., Limerick, PA2,10a, 49 The Victory Bancorp, Inc. (The Victory Bank), Limerick, PA2,13,49 Three Shores Bancorporation, Inc. (Seaside National Bank & Trust), Orlando, FL2,13 TIB Financial Corp, Naples, FL32 Tidelands Bancshares, Inc, Mt. Pleasant, SC Tifton Banking Company, Tifton, GA2,52 Timberland Bancorp, Inc., Hoquiam, WA Titonka Bancshares, Inc, Titonka, IA2 Todd Bancshares, Inc., Hopkinsville, KY2 TowneBank, Portsmouth, VA50 Treaty Oak Bancorp, Inc., Austin, TX2,36 Triad Bancorp, Inc., Frontenac, MO2,49 Tri-County Financial Corporation, Waldorf, MD2,49 Trinity Capital Corporation, Los Alamos, NM2 Tri-State Bank of Memphis, Memphis, TN2,3,30 TriState Capital Holdings, Inc., Pittsburgh, PA2 TriSummit Bank, Kingsport, TN2,c TriSummit Bank, Kingsport, TN2,10a,c 1/16/2009 11/14/2008 12/23/2008 12/19/2008 12/23/2008 1/16/2009 1/9/2009 8/7/2009 12/12/2008 2/6/2009 2/13/2009 10/28/2008 1/16/2009 12/19/2008 12/19/2008 1/9/2009 2/6/2009 2/6/2009 10/28/2008 5/22/2009 12/23/2008 12/31/2008 2/20/2009 1/9/2009 9/4/2009 12/11/2009 2/27/2009 1/23/2009 12/5/2008 12/19/2008 4/17/2009 12/23/2008 4/3/2009 2/6/2009 12/12/2008 1/16/2009 3/27/2009 12/19/2008 3/27/2009 4/3/2009 2/27/2009 4/3/2009 12/22/2009 Preferred Stock Preferred Stock w/ Exercised Warrants Preferred Stock w/ Exercised Warrants Preferred Stock Preferred Stock w/ Exercised Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Exercised Warrants Warrants Preferred Stock w/ Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Warrants Preferred Stock w/ Warrants $1,697,000 Subordinated Debentures w/ Exercised Warrants $4,237,000 $2,765,000 $23,000,000 $2,795,000 $35,539,000 $15,540,000 $3,700,000 $3,268,000 $76,458,000 $4,000,000 $2,117,000 $16,641,000 $3,800,000 $14,448,000 $37,000,000 $5,677,000 $541,000 $1,505,000 $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 $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 $3,981,000 $75,000,000 $3,000,000 $30,000,000 $2,000,000 $361,172,000 $11,730,000 Investment Amount Preferred Stock 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 Preferred Stock w/ Warrants Preferred Stock w/ Warrants Preferred Stock w/ Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Warrants Investment Description Institution Purchase Date CPP TRANSACTION DETAIL, AS OF 9/30/2011 (CONTINUED) 8/13/2010 9/22/2011 9/22/2011 2/15/2011 9/22/2011 9/30/2010 9/22/2011 9/22/2011 9/22/2011 9/1/2011 2/10/2010 8/18/2011 6/17/2009 9/29/2010 8/24/2011 8/25/2011 6/17/2009 12/22/2010 12/3/2010 3/10/2010 8/25/2011 5/19/2010 5/13/2009 8/3/2011 4/22/2009 Capital Repayment Date $2,795,000 $15,540,000 $3,700,000 $500,000 $76,458,000 $12,119,637 $541,000 $1,505,000 $1,697,000 $5,450,000 $7,579,200,000 $15,000,000 $10,000,000,000 $5,000,000 $12,500,000 $9,090,000 $3,000,000,000 $17,000,000 $1,742,850 $45,220,000 $20,000,000 $3,981,000 $75,000,000 $2,000,000 $361,172,000 Capital Repayment Amount6 — — — — — — — — — — — — — — $12,500,000 — $17,000,000 — — — — — — — Remaining Capital Amount 9/22/2011 9/22/2011 9/30/2010 9/22/2011 9/22/2011 9/22/2011 9/1/2011 4/29/2010 8/18/2011 7/22/2009 8/5/2009 9/8/2010 8/25/2011 5/19/2010 3/11/2010 8/3/2011 12/15/2009 Final Disposition Date R R R R R R R A R R R R R R A R A Note15 $777,000 $185,000 $40,000 $27,000 $34,000 $51,000 $273,000 $324,195,686 $750,000 $1,100,000,000 $136,000,000 $4,753,985 $1,000,000 $199,000 $6,709,061 $100,000 $9,599,964 Final Disposition Proceeds $0.27 $11.37 $4.04 $0.12 $9.51 $48.19 $94.55 $8.57 $12.39 $16.26 $6.35 $5.23 $18.58 $20.26 $7.16 $22.85 $0.92 $9.16 Stock Price as of 9/30/2011 $705,550 $3,096,143 $190,215 $4,655,306 $2,336,116 $501,325 $192,415 $10,619,167 $550,450 $273,090 $952,236 $223,208 $1,195,973 $1,284,722 $792,434 $215,183 $282,299 $882,900 $751,752 $421,066,667 $1,080,917 $1,830,292 $318,055,555 $8,610 $411,806 $3,265,625 $1,219,575 $544,800 $2,918,042 $95,416,667 $3,709,305 $169,834 $2,813,689 $2,234,500 $295,308 $1,218,750 $146,242 $3,233,333 $284,611 $7,925,719 $690,832 Dividends/ Interest Paid to Treasury Continued on next page. 3,098,341 571,821 54,705 225,904 116,538 175,742 274,784 461,538 Current Outstanding Warrants TRANSACTION DETAIL I APPENDIX D I OCTOBER 27, 2011 235 $14,400,000 Preferred Stock Preferred Stock w/ Warrants Preferred Stock w/ Warrants Preferred Stock w/ Warrants Subordinated Debentures w/ Exercised Warrants Preferred Stock w/ Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Warrants Preferred Stock w/ Exercised Warrants U.S. Century Bank, Miami, FL2 UBT Bancshares, Inc., Marysville, KS2,49 UCBH Holdings, Inc., San Francisco, CA14 Umpqua Holdings Corp., Portland, OR Union Bank & Trust Company, Oxford, NC2,50,c Union Bank & Trust Company, Oxford, NC2,10a,49,c Union Financial Corporation, Albuquerque, NM2,10 Union First Market Bankshares Corporation (First Market Bank, FSB), Bowling Green, VA18 Union First Market Bankshares Corporation (Union Bankshares Corporation), Bowling Green, VA18 United American Bank, San Mateo, CA2 United Bancorp, Inc., Tecumseh, MI United Bancorporation of Alabama, Inc., Atmore, AL30 United Bank Corporation, Barnesville, GA United Community Banks, Inc., Blairsville, GAj United Financial Banking Companies, Inc., Vienna, VA2,49 Unity Bancorp, Inc., Clinton, NJ Universal Bancorp, Bloomfield, IN2 University Financial Corp, Inc., St. Paul, MN3,8,30 US Metro Bank, Garden Grove, CA2 Uwharrie Capital Corp, Albemarle, NC2 Valley Commerce Bancorp, Visalia, CA2 Valley Community Bank, Pleasanton, CA2 Valley Financial Corporation, Roanoke, VA Valley Financial Group, Ltd., 1st State Bank, Saginaw, MI2,49 Valley National Bancorp, Wayne, NJ Veritex Holdings, Inc. (Fidelity Resources Company), Dallas, TX2,40,49 Village Bank and Trust Financial Corp, Midlothian, VA Virginia Commerce Bancorp, Arlington, VA Virginia Company Bank, Newport News, VA2,10 Vision Bank - Texas, Richardson, TX2 VIST Financial Corp., Wyomissing, PA W.T.B. Financial Corporation, Spokane, WA2,50 Wachusett Financial Services, Inc., Clinton, MA2,10 Wainwright Bank & Trust Company, Boston, MA Washington Banking Company, Oak Harbor, WA Washington Federal, Inc., Seattle, WA 8/7/2009 1/30/2009 11/14/2008 11/14/2008 5/1/2009 12/18/2009 12/29/2009 2/6/2009 12/19/2008 2/20/2009 1/16/2009 12/23/2008 5/22/2009 12/5/2008 1/16/2009 12/5/2008 5/22/2009 6/19/2009 2/6/2009 12/23/2008 1/30/2009 1/9/2009 12/12/2008 12/18/2009 11/14/2008 6/26/2009 5/1/2009 12/12/2008 6/12/2009 4/24/2009 12/19/2008 1/30/2009 12/11/2009 12/19/2008 1/16/2009 11/14/2008 8 $10,300,000 Preferred Stock w/ Exercised Warrants U.S. Bancorp, Minneapolis, MN 11/14/2008 Preferred Stock w/ Warrants Preferred Stock w/ Warrants Preferred Stock w/ Warrants Preferred Stock w/ Exercised 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 w/ Exercised Warrants Preferred Stock w/ Exercised Warrants 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 Preferred Stock w/ Exercised Warrants Preferred Stock Preferred Stock w/ Warrants Preferred Stock w/ Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Warrants Preferred Stock w/ Exercised Warrants $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 $14,738,000 $3,000,000 $300,000,000 $1,300,000 $16,019,000 $5,500,000 $7,700,000 $10,000,000 $2,861,000 $11,926,000 $9,900,000 $20,649,000 $5,658,000 $180,000,000 $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 $12,000,000 $215,000,000 Two Rivers Financial Group, Burlington, IA2 49 Preferred Stock w/ Warrants Trustmark Corporation, Jackson, MS 5/29/2009 Investment Amount 11/21/2008 Investment Description Institution Purchase Date CPP TRANSACTION DETAIL, AS OF 9/30/2011 (CONTINUED) 5/27/2009 1/12/2011 11/24/2009 9/15/2011 $200,000,000 $26,380,000 $22,000,000 $110,000,000 $3,000,000 $100,000,000 8/25/2011 $125,000,000 12/23/2009 6/3/2009 9/23/2009 $1,300,000 $75,000,000 9/22/2011 $11,926,000 $2,658,000 7/30/2010 $3,000,000 9/15/2011 $10,300,000 $59,000,000 $2,997,000 $3,194,000 $214,181,000 $8,950,000 $6,599,000,000 $12,000,000 $215,000,000 Capital Repayment Amount6 12/15/2010 9/3/2010 11/18/2009 9/22/2011 9/22/2011 2/17/2010 8/11/2011 6/17/2009 9/1/2011 12/9/2009 Capital Repayment Date — — — — — — $100,000,000 $225,000,000 — — — $2,658,000 — — — — — — — — — — Remaining Capital Amount 3/9/2010 3/2/2011 12/16/2009 9/15/2011 8/25/2011 5/18/2010 9/22/2011 9/15/2011 12/23/2009 9/22/2011 3/31/2010 8/11/2011 7/15/2009 9/1/2011 12/30/2009 Final Disposition Date A R R R R A R R R R R R R R R Note15 $15,623,222 $1,625,000 $568,700 $5,500,000 $150,000 $5,571,592 $65,000 $283,000 $450,000 $160,000 $4,500,000 $450,000 $139,000,000 $600,000 $10,000,000 Final Disposition Proceeds $12.74 $9.73 $5.43 $5.87 $1.88 $10.59 $2.75 $6.75 $3.00 $2.60 $6.65 $13.50 $8.49 $8.62 $10.72 $8.79 $23.54 $15.10 $18.15 Stock Price as of 9/30/2011 $5,361,111 $2,623,344 $1,023,611 $1,078,845 $15,736,874 $3,319,444 $188,707 $539,117 $9,496,250 $1,318,232 $353,796 $12,979,167 $124,775 $2,180,718 $629,476 $1,066,611 $1,441,222 $393,698 $1,022,886 $1,203,496 $2,781,880 $708,964 $24,268,750 $2,694,871 $872,639 $2,657,972 $2,695,972 $4,665,065 $186,869 $680,292 $13,475,555 $7,509,920 $1,234,912 $745,312 $195,220,417 $1,475,133 $11,287,500 Dividends/ Interest Paid to Treasury Continued on next page. 2,696,203 499,029 344,742 219,908 108,264 311,492 7,847,732 Current Outstanding Warrants 236 APPENDIX D I TRANSACTION DETAIL I OCTOBER 27, 2011 Webster Financial Corporation, Waterbury, CT Wells Fargo & Company, San Francisco, CA WesBanco, Inc., Wheeling, WV West Bancorporation, Inc., West Des Moines, IAf Westamerica Bancorporation, San Rafael, CA Western Alliance Bancorporation, Las Vegas, NV Western Community Bancshares, Inc., Palm Desert, CA2 Western Illinois Bancshares Inc., Monmouth, IL2,c Western Illinois Bancshares Inc, Monmouth, IL2,10a,c Western Reserve Bancorp, Inc, Medina, OH2 White River Bancshares Company, Fayetteville, AR2 Whitney Holding Corporation, New Orleans, LA45 Wilshire Bancorp, Inc., Los Angeles, CA Wintrust Financial Corporation, Lake Forest, IL Worthington Financial Holdings, Inc., Huntsville, AL2 WSFS Financial Corporation, Wilmington, DE Yadkin Valley Financial Corporation, Elkin, NCc Yadkin Valley Financial Corporation, Elkin, NCc York Traditions Bank, York, PA Zions Bancorporation, Salt Lake City, UT 11/21/2008 10/28/2008 12/5/2008 12/31/2008 2/13/2009 11/21/2008 12/23/2008 12/23/2008 12/29/2009 5/15/2009 2/20/2009 12/19/2008 12/12/2008 12/19/2008 5/15/2009 1/23/2009 1/16/2009 7/24/2009 4/24/2009 11/14/2008 2,50 Waukesha Bankshares, Inc., Waukesha, WI2,10 6/26/2009 49 Preferred Stock w/ Exercised Warrants WashingtonFirst Bankshares, Inc. (WashingtonFirst Bank), Reston, VA2,13,49 1/30/2009 $1,400,000,000 $4,871,000 $13,312,000 $36,000,000 $52,625,000 $2,720,000 $250,000,000 $62,158,000 $300,000,000 $16,800,000 $4,700,000 $4,567,000 $6,855,000 $204,943,827,320 Total Treasury CPP Investment Outstanding Total Purchase Amount* Preferred Stock w/ Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Warrants Preferred Stock w/ Warrants Preferred Stock w/ Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Warrants Preferred Stock w/ Warrants Preferred Stock w/ Warrants Preferred Stock w/ Exercised Warrants Preferred Stock w/ Exercised Warrants Preferred Stock Preferred Stock w/ Exercised Warrants $7,290,000 $140,000,000 Preferred Stock w/ Warrants Preferred Stock w/ Exercised Warrants $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 Investment Amount Preferred Stock w/ Warrants Preferred Stock w/ Warrants Preferred Stock w/ Warrants Preferred Stock w/ Warrants Preferred Stock w/ Warrants Preferred Stock w/ Exercised Warrants Preferred Stock WashingtonFirst Bankshares, Inc., Reston, VA2,10a,49 10/30/2009 Investment Description Institution Purchase Date CPP TRANSACTION DETAIL, AS OF 9/30/2011 (CONTINUED) $41,863,000 11/18/2009 $4,871,000 $250,000,000 $300,000,000 $184,934,598,563 $17,391,946,463 Total Capital Repayment Amount** 7/14/2011 12/22/2010 6/3/2011 $140,000,000 $41,863,000 9/2/2009 9/27/2011 $36,000,000 $75,000,000 6/29/2011 9/9/2009 $25,000,000,000 $200,000,000 12/23/2009 $100,000,000 12/29/2010 $100,000,000 $6,633,000 $6,842,000 Capital Repayment Amount6 10/13/2010 3/3/2010 8/4/2011 8/4/2011 Capital Repayment Date — — — — — $41,863,000 — — — — $200,000,000 $300,000,000 — — Remaining Capital Amount Total Warrant Proceeds**** 7/14/2011 2/8/2011 6/3/2011 8/31/2011 12/23/2009 5/20/2010 6/2/2011 8/4/2011 Final Disposition Date R A R R R A A R Note15 $7,639,883,346 $244,000 $25,964,061 $6,900,000 $700,000 $950,000 $849,014,998 $20,678,339 $332,000 Final Disposition Proceeds $14.08 $1.65 $31.57 $25.81 $2.74 $13.25 $5.48 $38.32 $8.48 $17.31 $24.12 $15.30 Stock Price as of 9/30/2011 5,789,909 273,534 385,990 175,105 949,460 787,107 Current Outstanding Warrants $192,694,444 $590,022 $4,782,227 $6,738,924 $333,540 $25,104,167 $8,313,633 $36,833,333 $1,589,583 $576,338 $1,359,721 $554,083 $19,950,000 $2,755,981 $4,495,000 $2,854,167 $1,440,972,222 $36,944,444 $633,271 $1,510,318 Dividends/ Interest Paid to Treasury TRANSACTION DETAIL I APPENDIX D I OCTOBER 27, 2011 237 1b 1a This transaction was included in previous Transactions 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. he 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 T $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 On 8/20/2010, Sonoma Valley Bank, Sonoma, CA, the banking subsidiary of Sonoma Valley Bancorp, was closed by the California Department of Financial Institutions, and the Federal Deposit Insurance Corporation (FDIC) was named Receiver. 26 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. 27 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 * 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” on following pages) and (ii) the amount of $355,724,000 repaid by institutions that have completed exchanges for investments under the Community Development Capital Initiative (see Note 30 and “Community Development Capital Initiative” on following pages). *** Losses include (i) the investment amount for institutions that have completed bankruptcy proceedings (see Notes 16 and 19) and (ii) the investment amount less the amount of final proceeds for institutions where Treasury has completed a sale (see Notes 26, 32 and 34), but excludes investment amounts for institutions that have pending receivership or bankruptcy proceedings (see Notes 14 and 25). **** 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). Notes: Numbers may not total due to rounding. Data as of 9/30/2011. Numbered notes were taken verbatim from Treasury’s 10/3/2011 Transactions Report. All amounts and totals reflect cumulative receipts since inception through 9/30/2011. 238 APPENDIX D I TRANSACTION DETAIL I OCTOBER 27, 2011 into on 3/30/2011. Exercised warrants were also exchanged at the time of the agreement. 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 5/3/2011. 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 5/13/2011. On 7/5/2011, Treasury completed a transaction 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, pursuant to the terms of the agreement between Treasury and BMO entered into on 5/16/2011. 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 Treasury-held M&I Warrant for an amount equal to $3,250,000. Closing of the sale is subject to certain conditions. 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. On 6/22/2011, 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 6/17/2011. 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 6/28/2011. 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. Repayment pursuant to Title VII, Section 7001(g) of the American Recovery and Reinvestment Act of 2009 using proceeds received in connection with the institution’s participation in the Small Business Lending Fund. Repayment pursuant to Title VII, Section 7001(g) of the American Recovery and Reinvestment Act of 2009 - part of the repayment amount obtained from proceeds received in connection with the institution’s participation in the Small Business Lending Fund. On 11/5/2010, Pierce Commercial Bank, Tacoma, WA, the banking subsidiary of Pierce County Bancorp, was closed by the Washington Department of Financial Institutions, and the Federal Deposit Insurance Corporation (FDIC) was named Receiver. On 11/12/2010, Tifton Banking Company, Tifton, GA, was closed by the Georgia Department of Banking & Finance, and the Federal Deposit Insurance Corporation (FDIC) was named Receiver. On 3/11/2011, Legacy Bank, Milwaukee, WI, the banking subsidiary of Legacy Bancorp, Inc., was closed by the State of Wisconsin Department of Financial Institutions, and the Federal Deposit Insurance Corporation (FDIC) was named Receiver. On 4/15/2011, Superior Bank, Birmingham, AL, the banking subsidiary of Superior Bancorp Inc., was closed by the Office of Thrift Supervision, and the Federal Deposit Insurance Corporation (FDIC) was named Receiver. On 7/15/2011, First Peoples Bank, Port Saint Lucie, Florida, the banking subsidiary of FPB Bancorp, Inc., was closed by the Florida Office of Financial Regulation, and the Federal Deposit Insurance Corporation (FDIC) was named Receiver. On 7/15/2011, One Georgia Bank, Atlanta, GA was closed by the State of Georgia Department of Banking & Finance, and the Federal Deposit Insurance Corporation (FDIC) was named Receiver. On 7/29/2011, Integra Bank, National Association, Evansville, Indiana, the banking subsidiary of Integra Bank Corporation, was closed by the Office of the Comptroller of the Currency, which appointed the Federal Deposit Insurance Corporation (FDIC) as receiver. On 8/12/2011, Treasury entered into an agreement with FNB United Corp. to exchange Treasury’s $51,500,000 of preferred stock for common stock. The exchange is subject to the fulfillment by FNB United Corp. of certain conditions, including the satisfactory completion of a capital plan. On 9/7/2011, Treasury completed the sale of all Green Bankshares, Inc. Preferred Stock held by Treasury and the related Warrant to North American Financial Holdings, Inc. (“NAFH”) for an aggregate purchase price of $68,700,000.00, pursuant to the terms of the agreement between Treasury and NAFH entered into on 9/6/2011. As a result of the acquisition of Berkshire Bancorp, Inc. (the acquired company) by Customers Bancorp, Inc. (the acquiror), the preferred stock and exercised warrants issued by the acquired company on 6/12/2009 were exchanged for a like amount of securities of the acquiror plus accrued and previously unpaid dividends, pursuant to the terms of an agreement among Treasury, the acquired company and the acquiror entered into on 9/16/2011. On 9/23/2011, Citizens Bank of Northern California, Nevada City, California, the banking subsidiary of Citizens Bancorp, was closed by the California Department of Financial Institutions, which appointed the Federal Deposit Insurance Corporation (FDIC) as receiver. Repayment pursuant to Title VII, Section 7001(g) of the American Recovery and Reinvestment Act of 2009 in connection with the institution’s participation in the Small Business Lending Fund, which occurred at a later date. 4/26/2010 – 5/26/2010 5/26/2010 – 6/30/2010 7/23/2010 – 9/30/2010 10/19/2010 – 12/6/2010 12/6/10 1 1 1 1 1 $4.35 $4.26 $3.91 $3.90 $4.12 Pricing Mechanism6 Proceeds7 $10,515,723,090 $31,852,354,471 Total Proceeds $4,967,921,811 $4,322,726,825 $4,322,726,825 $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 Source: Treasury, Transactions Report, 10/3/2011. 1 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 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. 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 The 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. Notes: Numbers may not total due to rounding. Data as of 9/30/2011. Numbered notes taken verbatim from 10/3/2011 Transactions Report. Date Note CPP — CITIGROUP, INC. COMMON STOCK DISPOSITION, AS OF 9/30/2011 TABLE D.2 Sources: Treasury, Transactions Report, 10/3/2011; Treasury, Dividend and Interest Report, 10/11/2011; Treasury, responses to SIGTARP data call, 10/8/2011; Bloomberg, LP (www.bloomberg.com) accessed 10/13/2011. b 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. 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 Warrants Sold to 3rd Party in QFI Sale. e Warrants Sold back to Original QFI, QFI had a QEO, QFI had a Stock Dividend Adjustment. f Warrants Sold back to Original QFI. g Warrants Sold back to Original QFI, QFI had a QEO. h Warrants sold into marketplace via Auction. i Decrease Shares due to 1 for 10 Reverse Stock Split. j Decrease Shares due to 1 for 5 Reverse Stock Split. k Decrease Shares due to 1 for 10 Reverse Stock Split. l Warrants increased via Stock Dividend. 62 61 60 59 58 57 56 55 54 53 52 51 50 49 48 47 46 45 44 43 42 TRANSACTION DETAIL I APPENDIX D I OCTOBER 27, 2011 239 Butte Federal Credit Union, Biggs, CA Carter Federal Credit Union, Springhill, LA 9/24/2010 9/24/2010 9/29/2010 Subordinated Debentures Subordinated Debentures Subordinated Debentures Subordinated Debentures Community First Guam Federal Credit Union, Hagatna, GU Community Plus Federal Credit Union, Rantoul, IL Cooperative Center Federal Credit Union, Berkeley, CA D.C. Federal Credit Union, Washington, DC East End Baptist Tabernacle Federal Credit Union, Bridgeport, CT 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 9/24/2010 9/29/2010 9/24/2010 9/29/2010 9/29/2010 9/29/2010 9/24/2010 9/29/2010 9/29/2010 First Eagle Bancshares, Inc., Hanover Park, IL First Legacy Community Credit Union, Charlotte, NC 9/17/2010 9/29/2010 1 Hill District Federal Credit Union, Pittsburgh, PA Hope Federal Credit Union, Jackson, MS 9/29/2010 9/17/2010 Greater Kinston Credit Union, Kinston, NC 9/29/2010 Guaranty Capital Corporation, Belzoni, MS Genesee Co-op Federal Credit Union, Rochester, NY 9/17/2010 7/30/2010 Subordinated Debentures Gateway Community Federal Credit Union, Missoula, MT 9/24/2010 1 Subordinated Debentures Freedom First Federal Credit Union, Roanoke, VA 9/29/2010 Subordinated Debentures Subordinated Debentures Subordinated Debentures Subordinated Debentures Subordinated Debentures Preferred Stock First Vernon Bancshares, Inc., Vernon, AL 9/29/2010 1 Preferred Stock Subordinated Debentures 9/29/2010 First M&F Corporation, Kosciusko, MS Subordinated Debentures Preferred Stock Preferred Stock 1 First Choice Bank, Cerritos, CA 9/24/2010 1 First American International Corp., Brooklyn, NY 8/13/2010 1 Subordinated Debentures Subordinated Debentures Subordinated Debentures Subordinated Debentures Subordinated Debentures Preferred Stock Preferred Stock Community Bank of the Bay, Oakland, CA 9/29/2010 1, 2 Community Bancshares of Mississippi, Inc., Brandon, MS 9/29/2010 1 Preferred Stock 9/17/2010 Citizens Bancshares Corporation, Atlanta, GA 8/13/2010 Preferred Stock Preferred Stock Subordinated Debentures Subordinated Debentures Subordinated Debentures Subordinated Debentures 2a CFBanc Corporation, Washington, DC Buffalo Cooperative Federal Credit Union, Buffalo, NY 9/30/2010 9/17/2010 Brooklyn Cooperative Federal Credit Union, Brooklyn, NY Carver Bancorp, Inc, New York, NY Subordinated Debentures Brewery Credit Union, Milwaukee, WI 9/24/2010 8/27/2010 Subordinated Debentures Border Federal Credit Union, Del Rio, TX 9/29/2010 Subordinated Debentures Preferred Stock Bethex Federal Credit Union, Bronx, NY Preferred Stock Subordinated Debentures BankAsiana, Palisades Park, NJ Bancorp of Okolona, Inc., Okolona, MS 9/29/2010 Preferred Stock Subordinated Debentures 9/29/2010 Bainbridge Bancshares, Inc., Bainbridge GA 9/24/2010 9/29/2010 Atlantic City Federal Credit Union, Lander, WY 9/24/2010 Subordinated Debentures Subordinated Debentures BancPlus Corporation, Ridgeland MS American Bancorp of Illinois, Inc., Oak Brook, IL Investment Description 9/29/2010 Alternatives Federal Credit Union, Ithaca, NY 9/17/2010 Name of Institution 9/24/2010 Purchase Date 1 1 1, 2 Note Seller CDCI PROGRAM TRANSACTION DETAIL, AS OF 9/30/2011 TABLE D.3 — — $14,000,000 — — — — $6,245,000 $30,000,000 — $7,875,000 $5,146,000 $17,000,000 — — — — — — — — — $1,747,000 $54,600,000 — $7,462,000 — $18,980,000 — — — — — — — — $50,400,000 — — — — — Amount from CPP Purchase Details — — — — — — — — — — — — — — — — — — — — — — $2,313,000 — $4,379,000 — — — — — — — — — — — $30,514,000 — — — — — Additional Investment $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 $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 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. $82,364 $1,756 $452,083 $6,144 $5,467 $29,550 $162,880 $15,959 $526,667 $17,556 $222,425 $91,770 $171,889 $246 $527 $143,451 $1,756 $123 $26,720 $49,916 $7,900 $47,258 $71,276 $958,533 $229,864 $105,343 $82,247 $110,600 $17,833 $2,586 $5,250 $19,545 $57,231 $8,813 $92,167 $1,420,490 $89,715 $60,134 $44,583 $154,130 $39,840 Dividend/Interest Paid to Treasurya 240 APPENDIX D I TRANSACTION DETAIL I OCTOBER 27, 2011 Subordinated Debentures Independent Employers Group Federal Credit Union, Hilo, HI Kilmichael Bancorp, Inc., Kilmichael, MS 9/29/2010 9/3/2010 Southside Credit Union, San Antonio, TX 9/29/2010 Subordinated Debentures Thurston Union of Low-Income People (TULIP) Cooperative Credit Union, Olympia, WA Tongass Federal Credit Union, Ketchikan, AK 9/24/2010 9/24/2010 1 1 Subordinated Debentures The Magnolia State Corporation, Bay Springs, MS 9/29/2010 Subordinated Debentures Union Baptist Church Federal Credit Union, Fort Wayne, IN Union Settlement Federal Credit Union, New York, NY 9/24/2010 9/29/2010 Preferred Stock Subordinated Debentures United Bancorporation of Alabama, Inc., Atmore, AL UNITEHERE Federal Credit Union (Workers United Federal Credit Union), New York, NY 9/3/2010 9/29/2010 Subordinated Debentures Subordinated Debentures Tulane-Loyola Federal Credit Union, New Orleans, LA 9/24/2010 Preferred Stock Tri-State Bank of Memphis, Memphis, TN 8/13/2010 Subordinated Debentures Preferred Stock The First Bancshares, Inc., Hattiesburg, MS 9/29/2010 1, 2 Preferred Stock 9/29/2010 1 Subordinated Debentures Subordinated Debentures Southern Chautauqua Federal Credit Union, Lakewood, NY 9/29/2010 State Capital Corporation, Greenwood, MS Preferred Stock Southern Bancorp, Inc., Arkadelphia, AR Subordinated Debentures Preferred Stock Preferred Stock 8/6/2010 Shreveport Federal Credit Union, Shreveport, LA 9/29/2010 1, 2 Security Federal Corporation, Aiken, SC 9/29/2010 Security Capital Corporation, Batesville, MS 9/29/2010 Santa Cruz Community Credit Union, Santa Cruz, CA 9/24/2010 1, 2 Subordinated Debentures Renaissance Community Development Credit Union, Somerset, NJ 9/29/2010 Subordinated Debentures Subordinated Debentures Pyramid Federal Credit Union, Tucson, AZ Preferred Stock PSB Financial Corporation, Many, LA Subordinated Debentures 9/24/2010 Prince Kuhio Federal Credit Union, Honolulu, HI 9/24/2010 Subordinated Debentures Subordinated Debentures Preferred Stock 9/29/2010 Premier Bancorp, Inc., Wilmette, IL Phenix Pride Federal Credit Union, Phenix City, AL 8/13/2010 PGB Holdings, Inc., Chicago, IL 9/29/2010 9/24/2010 Opportunities Credit Union, Burlington, VT 9/24/2010 8/13/2010 Subordinated Debentures Northeast Community Federal Credit Union, San Francisco, CA 9/29/2010 1 1 1 1 Subordinated Debentures North Side Community Federal Credit Union, Chicago, IL Subordinated Debentures Subordinated Debentures Neighborhood Trust Federal Credit Union, New York, NY Preferred Stock 9/24/2010 9/24/2010 2a M&F Bancorp, Inc., Durham, NC Preferred Stock 8/20/2010 Mission Valley Bancorp, Sun Valley, CA 8/20/2010 Subordinated Debentures Lower East Side People’s Federal Credit Union, New York, NY 9/24/2010 1 Preferred Stock Liberty Financial Services, Inc., New Orleans, LA Subordinated Debentures Liberty County Teachers Federal Credit Union, Liberty, TX 9/24/2010 9/24/2010 Preferred Stock Lafayette Bancorp, Inc., Oxford, MS Subordinated Debentures 9/29/2010 1 1, 2 1 Preferred Stock Subordinated Debentures IBW Financial Corporation, Washington, DC 9/3/2010 IBC Bancorp, Inc., Chicago, IL 9/10/2010 1 Investment Description 1, 2 Name of Institution Purchase Date Note Seller CDCI PROGRAM TRANSACTION DETAIL, AS OF 6/30/2011 — $10,300,000 — — — $2,795,000 — — — $5,000,000 $15,750,000 — — $11,000,000 — $18,000,000 $17,910,000 — — — $9,734,000 — $6,784,000 — $3,000,000 — — — — — $5,500,000 $11,735,000 — $5,645,000 — $4,551,000 — — $6,000,000 $4,205,000 Amount from CPP Purchase Details (CONTINUED) — — — — — — — — — $12,123,000 — — — $22,800,000 — $4,000,000 — — — — — — — — — — — — — $4,836,000 — — — $5,689,000 — — — — — $3,881,000 Additional Investment $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 $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 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 Date Remaining Amount Investment Amount Disposition Details Continued on next page. $1,001 $195,700 $5,179 $178 $7,561 $56,211 $28,533 $1,338 $215,566 $300,604 $276,500 $19,311 $30,002 $692,900 $46,452 $386,222 $314,420 $50,433 $544 $44,583 $170,886 $4,869 — $2,729 $30,333 $19,153 $6,242 $5,706 $5,047 $194,714 $231,440 $16,014 $202,123 $7,758 $79,895 $92,885 $12,254 $114,000 $233,259 Dividend/Interest Paid to Treasurya TRANSACTION DETAIL I APPENDIX D I OCTOBER 27, 2011 241 UNO Federal Credit Union, New Orleans, LA Vigo County Federal Credit Union, Terre Haute, IN Virginia Community Capital, Inc., Christiansburg, VA 9/24/2010 9/29/2010 9/24/2010 Subordinated Debentures Subordinated Debentures Subordinated Debentures Subordinated Debentures Investment Description — — — $11,926,000 Amount from CPP Purchase Details (CONTINUED) $1,915,000 $570,073,000 Total Purchase Amount $1,229,000 $743,000 $22,115,000 Investment Amount — — — $10,189,000 Additional Investment Par Par Par Par Date Total Treasury CDCI Investment Amount Total Capital Repayment Amount $570,073,000 — Remaining Amount Investment Amount Disposition Details $34,151 $21,576 $13,250 $714,130 Dividend/Interest Paid to Treasurya Source: Treasury, Transactions Report, 10/3/2011; Treasury, Dividends and Interest Report, 10/11/2011. 2a 2 1 This 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 9/30/2011. Numbered notes are taken verbatim from Treasury’s 10/3/2011 Transactions Report. University Financial Corp, Inc., St. Paul, MN 7/30/2010 1, 2 Name of Institution Purchase Date Note Seller CDCI PROGRAM TRANSACTION DETAIL, AS OF 6/30/2011 242 APPENDIX D I TRANSACTION DETAIL I OCTOBER 27, 2011 General Motors,bc Detroit, MI GMAC (Ally), Detroit, MI $13,400,000,000 $2,000,000,000 $4,000,000,000 General Debt Obligation w/ Purchase Motors Additional Note Corporation General Debt Obligation w/ Purchase Motors Additional Note Corporation General Debt Obligation w/ Purchase Motors Additional Note Corporation 12/31/2008 4/22/2009 5/20/2009 $360,624,198 $30,100,000,000 General Debt Obligation w/ Purchase Motors Additional Note Corporation General Debt Obligation w/ Purchase Motors Additional Note Corporation 5/27/2009 6/3/2009 $884,024,131 General Purchase Motors Debt Obligation Corporation 12/29/2008 $2,540,000,000 Trust Preferred Securities w/ Exercised Warrants Purchase GMAC 12/30/2009 $1,250,000,000 Purchase GMAC 12/30/2009 Convertible Preferred Stock w/ Exercised Warrants $7,500,000,000 Convertible Preferred Stock w/ Exercised Warrants Purchase GMAC 5/21/2009 8 6 5 4 2 22, 26 22 Amount Note $5,000,000,000 Description Preferred Stock w/ Exercised Warrants Seller 12/29/2008 Purchase GMAC Date Transaction Type Initial Investment AIFP TRANSACTION DETAIL, AS OF 9/30/2011 TABLE D.4 Type Exchange for convertible preferred stock $7,072,488,605 Transfer of debt to New GM Debt left at Old GM 7/10/2009 7/10/2009 $985,805,085 $22,041,706,310 $4,000,000,000 Exchange for preferred and common stock in New GM 7/10/2009 $2,000,000,000 Exchange for preferred and common stock in New GM Exchange for preferred and common stock in New GM $13,400,000,000 Exchange for preferred and common stock in New GM $360,624,198 $884,024,131 Exchange for preferred and common stock in New GM 7/10/2009 7/10/2009 7/10/2009 7/10/2009 5/29/2009 Exchange for equity interest in GMAC $2,670,000,000 Exchange for amended and restated Trust Preferred Securities 3/1/2011 $5,500,000,000 $3,000,000,000 $5,000,000,000 9 9 9 7 7 7 7 3 27 26 21, 22 Motors Liquidation Company General Motors Holdings LLC General Motors Company General Motors Company GMAC (Ally) 29 11, 12 10, 11, 25 10, 11, 24 27 GMAC (Ally) 3, 26 GMAC (Ally) Note Amount/ Equity % 73.8% 3/2/2011 Date 60.8% $1,761,495,577 $360,624,198 $1,000,000,000 Partial Repayment 7/10/2009 12/18/2009 Debt Obligation $11,743,303,903 Partial Disposition25 Partial Repayment $2,139,406,778 $2,667,000,000 Repayment Disposition28 Type Amount/ Proceeds Partial 11/26/2010 Disposition25 11/18/2010 $1,000,000,000 Partial Repayment Repayment 3/31/2010 4/20/2010 $50,000,000 $45,000,000 $15,887,795 Partial Repayment Partial Repayment Partial Repayment $985,805,085 3/31/2011 4/5/2011 5/3/2011 $4,676,779,986 $35,084,421 Partial Repayment Debt $7,072,488,605 Obligation 1/21/2010 Common Stock Preferred $2,100,000,000 12/15/2010 Stock Trust Preferred $2,670,000,000 Securities Common Stock Convertible Preferred $5,937,500,000 Stock Description Treasury Investment After Exchange/ Transfer/Other Amount Note Obligor Partial conversion 12/30/2010 of preferred stock for common stock Partial conversion 12/30/2009 of preferred stock for common stock 12/30/2009 Date Exchange/Transfer/Other Details Debt Obligation Debt Obligation Debt Obligation N/A Debt Obligation Debt Obligation Debt Obligation Debt Obligation Common Stock Common Stock N/A N/A Remaining Investment Description $756,714,508 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% $— $— $2,470,128,132 Remaining Investment Dividend/ Amount/ Interest Paid to Equity % Treasury Payment or Disposition1 TRANSACTION DETAIL I APPENDIX D I OCTOBER 27, 2011 243 Chrysler,c Auburn Hills, MI Chrysler FinCo, Farmington Hills, MI Description Debt Obligation w/ Additional Note Debt Obligation w/ Additional Note Old Chrysler Old Chrysler Purchase 5/20/2009 Purchase Purchase 5/1/2009 $6,642,000,000 $81,344,932,551 Total Initial Investment Amount $— $1,888,153,580 $280,130,642 $— $4,000,000,000 $1,500,000,000 18 17 16 15 14 13 6/10/2009 4/30/2010 6/10/2009 Date Issuance of equity in New Chrysler Completion of bankruptcy proceeding; transfer of collateral security to liquidation trust Transfer of debt to New Chrysler Type $500,000,000 $— 23 19 19, 31 30 Chrysler Group LLC 23 20 Chrysler Group LLC Old Carco Liquidation Trust Chrysler Holding Note Amount/ Equity % Repayment 7/14/2009 Common equity Disposition Repayment* - Zero Coupon Note Repayment* - Additional Note $34,859,229,021 $40,932,009,950 Total Treasury Investment Amount $403,000,000 $560,000,000 $100,000,000 $288,000,000 Total Payments Additional Proceeds* 6.6% 7/21/2011 5/24/2011 5/24/2011 $5,076,460,000 $7,844,409 Proceeds 12/29/2010 from sale of collateral Repayment - Principal $9,666,784 9/9/2010 Proceeds from sale of collateral $280,130,642 $30,544,528 N/A 5/10/2010 Repayment $1,900,000,000 $15,000,000 Proceeds from sale of collateral 7/10/2009 Debt obligation w/ additional $7,142,000,000 5/24/2011 note & zero coupon note Right to recover proceeds Termination and settlement payment20 $1,369,197,029 Debt Obligation w/ Additional Note N/A N/A Right to recover proceeds Right to recover proceeds Right to recover proceeds N/A N/A N/A $1,171,263,942 $7,405,894 Continued on next page. $— $— N/A N/A N/A $— $— $— $— $1,413,554,739 $1,464,690,823 Debt Obligation w/ Additional Note Debt Obligation w/ Additional Note $1,496,500,945 Remaining Investment Dividend/ Amount/ Interest Paid to Equity % Treasury Debt Obligation w/ Additional Note Remaining Investment Description $1,369,197,029 Additional Note $44,357,710 Partial Repayment 6/17/2009 7/14/2009 Repayment* $51,136,084 Partial Repayment $31,810,122 Partial Repayment 4/17/2009 5/18/2009 $3,499,055 3/17/2009 Type Amount/ Proceeds Partial Repayment Date Payment or Disposition1 Debt obligation $3,500,000,000 5/14/2010 w/ additional note Description Treasury Investment After Exchange/ Transfer/Other Amount Note Obligor ($1,888,153,580) Exchange/Transfer/Other Details (CONTINUED) Amount Note Debt Obligation w/ Additional Note, Zero Coupon Note, Equity New Chrysler Debt Obligation w/ Additional Note Chrysler Purchase Holding 4/29/2009 Debt Obligation w/ Additional Note Chrysler Holding Purchase 4/29/2009 Debt Obligation w/ Additional Note Debt Obligation w/ Additional Note Chrysler Holding Purchase 5/27/2009 Seller Chrysler Purchase FinCo 1/2/2009 1/16/2009 Date Transaction Type Initial Investment AIFP TRANSACTION DETAIL, AS OF 9/30/2011 244 APPENDIX D I TRANSACTION DETAIL I OCTOBER 27, 2011 (CONTINUED) Sources: Treasury, Transactions Report, 10/3/2011; Treasury, Dividends and Interest Report, 10/11/2011; Treasury, response to SIGTARP data call, 10/5/2011. 3 2 1 Payment amount does not include accrued and unpaid interest on a debt obligation, which must be paid at the time of principal repayment. Treasury 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. Pursuant 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 This 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 This transaction was a further amendment to the Old GM Loan, which brought the total loan amount to $19,400,000,000. 6 This 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 7/9/2009, $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 Pursuant 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 Pursuant 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 The 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 This 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 The loan was used to capitalize Chrysler Warranty SPV LLC, a special purpose vehicle created by Old Chrysler. 16 This 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 This 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 This 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 Pursuant 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. As a result, Fiat’s ownership automatically increased from 20% to 30%, and 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, reducing Treasury’s ownership to 6.6% (or 6.0% on a fully diluted basis). On July 21, 2011, through the exercise of an equity call option, purchased Treasury’s ownership interest for $500 million. In addition, Fiat paid $60 million to Treasury for its rights under an agreement with the UAW retirement trust pertaining to the trust’s shares in Chrysler. 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 9/30/2011. Numbered notes were taken verbatim from Treasury’s 10/3/2011 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 9/30/2011 TRANSACTION DETAIL I APPENDIX D I OCTOBER 27, 2011 245 4/9/2009 4/9/2009 1 2 Purchase Chrysler Receivables SPV LLC Wilmington, DE $5,000,000,000 Purchase Debt Obligation w/ Additional Note Debt Obligation w/ Additional Note Transaction Investment Type Description GM Supplier Receivables LLC Wilmington, DE Institution Name $1,500,000,000 $3,500,000,000 $413,076,735 $101,074,947 ($500,000,000) Adjusted Toal 7/8/2009 Total Proceeds from Additional Notes N/A N/A Adjustment Amount 7/8/2009 ($1,000,000,000) Investment Pricing Adjustment Amount Mechanism Date Adjustment Details Repayment5 Payment7 $1,000,000,000 3/9/2010 $123,076,735 4/7/2010 Payment6 Total Repayments None Additional Note None Additional Note Repayment5 3/4/2010 $290,000,000 4/5/2010 2/11/2010 Debt Obligation w/ Additional Note Partial repayment Debt Obligation w/ Additional Note Remaining Investment Description Type Repayment4 Partial repayment $2,500,000,000 11/20/2009 Adjusted Investment Amount Date $413,076,735 $44,533,054 $123,076,735 $56,541,893 $50,000,000 $100,000,000 $140,000,000 Amount $10,320,229 $21,629,701 Dividend/ Interest Paid to Treasury 1/16/2009 Bank of America Corporation 12/31/2008 Citigroup Inc. Purchase Purchase Total Investment Preferred Stock w/ Warrants Trust Preferred Securities w/ Warrants Transaction Investment Institution Name Type Description Pricing Mechanism $40,000,000,000 $— Total Treasury TIP Investment Amount $20,000,000,000 12/9/2009 Final Disposition Date3 Warrants 3/3/2010 Warrants 1/25/2011 Remaining Capital Description A A Warrants Warrants Final Disposition Description $190,386,428 Final Disposition Proceeds $6.12 $25.62 Stock Price Outstanding Warrant Shares $1,435,555,556 $1,568,888,889 Dividends/ Interest Paid to Treasury Market and Warrants Data Total Warrant Proceeds $1,446,025,527 $1,255,639,099 Final Disposition 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 T Perpetual Preferred Stock, Series I (TIP Shares) “dollar for dollar” for Trust Preferred Securities. Repayment pursuant to Title VII, Section 7001 of the American Recovery and Reinvestment Act of 2009. 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. $— $— Remaining Capital Amount Treasury Investment Remaining After Capital Repayment Sources: Treasury, Transactions Report, 10/3/2011; Treasury, Dividends and Interest Report, 10/11/2011; Treasury, response to SIGTARP data call, 10/5/2011, Bloomberg LP, accessed 10/13/2011 3 2 1 Capital Repayment Date2 $20,000,000,000 12/23/2009 Total Capital $40,000,000,000 Repayment $20,000,000,000 Par $20,000,000,000 Par Investment Amount Capital Repayment Amount Capital Repayment Details Notes: Numbers may not total due to rounding. Data as of 9/30/2011. Numbered notes were taken verbatim from Treasury’s 10/3/2011 Transactions Report. 1 Note Date Seller TIP TRANSACTION DETAIL, AS OF 9/30/2011 TABLE D.6 Sources: Treasury, Transactions Report, 10/3/2011; Treasury, response to SIGTARP data call, 10/5/2011; Treasury, Dividends and Interest Report, 10/11/2011. 2 1 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 T made effective as of 4/3/2009. General Motors Company assumed GM Supplier Receivables LLC on 7/10/2009. The 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 Treasury 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 Treasury’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 Treasury’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. Notes: Numbers may not total due to rounding. Data as of 9/30/2011. Numbered notes were taken verbatim from Treasury’s 10/3/2011 Transactions Report. Initial Total Date Note Seller ASSP TRANSACTION DETAIL, AS OF 9/30/2011 TABLE D.5 246 APPENDIX D I TRANSACTION DETAIL I OCTOBER 27, 2011 Date 12/23/09 Citigroup Inc. Citigroup Inc., New York, NY Institution Name Termination Guarantee ($5,000,000,000) $— Total Preferred $5,000,000,000 Stock w/ Warrants Guarantee Limit Description Termination Agreement Master Agreement Transaction Type Description $4,034,000,000 Exchange preferred stock for trust preferred securities Exchange trust preferred securities for trust preferred securities 9/29/2010 Type Amount Date 1/25/2011 9/30/2010 Total Proceeds Warrant Auction Disposition Partial cancellation for early termination of guarantee Payment Type Remaining Outstanding Premium Warrant Amount Shares Market and Warrant Data $2,313,197,045 $67,197,045 None $2,246,000,000 Warrants $— $— Trust Preferred ($1,800,000,000) Securities w/ 2,234,000,000 Warrants Remaining Payment Premium Amount Description Payment or Disposition $25.62 Stock Price $442,964,764 Dividends/ Interest Paid to Treasury 3/3/09 1-2 TALF LLC, Willmington, DE Institution Purchase $20,000,000,000 N/A $4,300,000,000 TOTAL Pricing Investment Amount Mechanism Debt Obligation w/ Additional Note Transaction Type Investment Description 7/19/2010 Adjusted Investment Date $4,300,000,000 Adjusted Investment Amount The 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. 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. Sources: Treasury, Transactions Report, 10/3/2011; Treasury, Dividends and Interest Report, 10/11/2011. 2 1 Notes: Numbers may not toal due to rounding. Data as of 9/30/2011. Numbered notes were taken verbatium from Treasury’s 10/3/2011 Transactions Report. Date Note Seller TALF TRANSACTION DETAIL, AS OF 9/30/2011 TABLE D.8 Sources: Treasury, Transactions Report, 10/3/2011; Treasury, Divendends and Interest Report, 10/11/2011; Treasury, response to SIGTARP data call, 10/5/2011, Bloomberg LP, accessed 10/13/2011 2 1 In consideration for the guarantee, Treasury received $4.03 billion of preferred stock, which pays 8% interest. Treasury 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. Trust Preferred $2,246,000,000 Securities w/ Warrants Trust Preferred $4,034,000,000 12/23/2009 Securities w/ Warrants Description Exchange/Transfer/Other Details 6/9/2009 Amount Date Premium Notes: Numbers may not total due to rounding. Data as of 9/30/2011. Numbered notes were taken verbatim from Treasury’s 10/3/2011 Transactions Report. 3 1,2,3, 1/16/09 4,5 Note Initial Investmentb AGP TRANSACTION DETAIL, AS OF 9/30/2011 TABLE D.7 TRANSACTION DETAIL I APPENDIX D I OCTOBER 27, 2011 247 4/17/2009 Date 1/14/2011 1/14/2011 1/14/2011 2, 3 Note 4, 7, 8 5 6 N/A N/A Exchange Par Exchange Exchange Pricing Mechanism Transfer 562,868,096 924,546,133 5/24/2011 Total Partial Disposition Payment 3/8/2011 Payment 9/2/2011 Payment Payment 2/14/2011 Payment Payment 3/15/2011 8/18/2011 Payment 3/8/2011 8/17/2011 Payment 2/14/2011 Transaction Type Preferred Stock w/ Warrants (Series E) 1 $40,000,000,000 Investment Amount $5,800,000,000 $1,383,888,037 $2,009,932,072 $55,885,302 $2,153,520,000 $97,008,351 $55,833,333 $5,511,067,614 $185,726,192 — N/A Par Par Par Par Par Par Par Par N/A Proceeds 77% $1,455,037,962 9 — $8,857,562,775 —10 Remaining Recap Investment Amount, Shares, or Equity % Transaction Type Final Disposition Pricing Proceeds8 Mechanism Final Disposition $17,252,860,902 Warrants (Series F) Warrants (Series E) Investment Cancellation Date Date Exchange Investment Description 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 The 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 This 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 5/27/2011. 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 The 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 Proceeds 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 5/24/2011. 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 $0 as a result of AIG’s primary offering of its common stock and the Preferred Stock (Series G) was cancelled. 1 Par Pricing Mechanism Pricing Mechanism See table below for exchange/transfer details in connection with the recapitalization conducted on 1/14/2011. 4/17/2009 Transaction Type 5/27/2011 Par Par Date Exchange/Transfer Details Notes: Numbers may not total due to rounding. Data as of 9/30/2011. Numbered notes were taken verbatim from the Treasury’s 10/3/2011 Transactions Report, and Treasury’s 10/11/2011 Dividends and Interest Report. Common Stock (non-TARP) Common Stock 167,623,733 $3,375,328,432.35 $16,916,603,567.65 AIA Preferred Units ALICO Junior Preferred Interests $2,000,000,000 Amount / Shares Preferred Stock (Series G) Investment Description Treasury Holdings PostRecapitalization $69,835,000,000 $29,835,000,000 Preferred Stock w/ Warrants (Series F) Initial total $40,000,000,000 Pricing Investment Amount Mechanism Preferred Stock w/ Warrants (Series D) Investment Description Transaction Type Purchase Purchase Transaction Type Purchase Details Preferred Stock Exchange (Series E) Preferred Stock (Series F) Investment Description Recapitalization AIG, New York, NY 11/25/2008 AIG, New York, NY Name of Institution 1 Note Date Seller SSFI (AIG) PROGRAM TRANSACTION DETAIL, AS OF 9/30/2011 TABLE D.9 $21.95 $21.95 Stock Price 150 2,689,938 Outstanding Warrants Shares — — Dividends/ Interests Paid to Treasury 248 APPENDIX D I TRANSACTION DETAIL I OCTOBER 27, 2011 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 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 Shay Financial Shay Financial 3/19/2010 Floating Rate SBA 7a security due 2025 3/19/2010 Floating Rate SBA 7a security due 2022 3/19/2010 Floating Rate SBA 7a security due 2022 Floating Rate SBA 7a security due 2034 Floating Rate SBA 7a security due 2016 4/8/2010 4/8/2010 5/11/2010 Floating Rate SBA 7a security due 2020 5/11/2010 Floating Rate SBA 7a security due 2035 5/11/2010 Floating Rate SBA 7a security due 2033 5/25/2010 Floating Rate SBA 7a security due 2029 5/25/2010 Floating Rate SBA 7a security due 2033 6/17/2010 Floating Rate SBA 7a security due 2020 6/17/2010 Floating Rate SBA 7a security due 2034 7/14/2010 Floating Rate SBA 7a security due 2020 7/14/2010 Floating Rate SBA 7a security due 2025 7/14/2010 Floating Rate SBA 7a security due 2034 7/29/2010 Floating Rate SBA 7a security due 2017 7/29/2010 Floating Rate SBA 7a security due 2034 8/17/2010 Floating Rate SBA 7a security due 2020 8/17/2010 Floating Rate SBA 7a security due 2019 8/17/2010 Floating Rate SBA 7a security due 2020 8/31/2010 Floating Rate SBA 7a security due 2020 8/31/2010 Floating Rate SBA 7a security due 2024 8/31/2010 Floating Rate SBA 7a security due 2020 9/14/2010 Floating Rate SBA 7a security due 2020 9/14/2010 Floating Rate SBA 7a security due 2021 9/14/2010 Floating Rate SBA 7a security due 2029 9/14/2010 Floating Rate SBA 7a security due 2026 9/28/2010 Floating Rate SBA 7a security due 2035 9/28/2010 Floating Rate SBA 7a security due 2034 9/28/2010 Floating Rate SBA 7a security due 2034 9/28/2010 Floating Rate SBA 7a security due 2035 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 $332,596,893 $14,950,000.00 $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 114.006 113.9 113.838 110.875 110.5 106.5 110.759 111.584 105.875 112.476 110.515 110.821 110.088 110.198 106.75 108.438 111.86 108.505 106.625 112.028 110.785 109.553 110.125 110.798 109.42 106.806 107.5 110.502 108.875 109 107.75 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — Total Investment Amount* 12/30/2010 11/30/2010 12/30/2010 11/30/2010 11/30/2010 11/30/2010 11/30/2010 10/29/2010 11/30/2010 10/29/2010 9/29/2010 10/29/2010 10/29/2010 9/30/2010 10/29/2010 9/30/2010 9/30/2010 9/30/2010 9/30/2010 8/30/2010 8/30/2010 7/30/2010 7/30/2010 6/30/2010 6/30/2010 6/30/2010 4/30/2010 5/28/2010 3/24/2010 3/24/2010 3/24/2010 Pricing TBA or Settlement Mechanism PMF3 Date $368,145,452 $17,092,069 $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 Amount2, 3 Total Senior Security Proceeds — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — TBA or PMF3 $183,555 $8,521 $7,632 $6,535 $1,912 $3,172 $3,061 $4,458 $4,966 $3,652 $5,820 $5,123 9/20/2011 $5,541 $2,752 $4,561 9/20/2011 $5,187 6/21/2011 $1,408 $7,373 6/21/2011 $3,722 $3,200 6/21/2011 $15,801 9/20/2011 $19,077 6/21/2011 $9,377 9/20/2011 $4,635 6/7/2011 $4,844 6/7/2011 $7,057 6/7/2011 $5,741 6/7/2011 $4,783 6/7/2011 $12,983 6/7/2011 $4,348 6/21/2011 $4,130 $2,184 6/21/2011 Senior Security Proceeds4 Trade Date Settlement Details $8,403,846 $6,425,217 $9,531,446 $12,704,841 $5,656,049 $25,930,433 $32,656,125 $15,030,712 $8,171,159 $8,483,188 $12,570,392 $9,819,270 $6,542,218 $22,350,367 $5,964,013 $3,151,186 Total Disposition Proceeds $812,730 $1,385,518 $188,009 $478,520 $348,107 $2,224,142 $1,784,934 $2,054,612 $246,658 $261,145 $328,604 $932,112 $2,357,796 $1,149,633 $2,022,652 $902,633 Current Face Amount6, 8 Final Disposition Life-to-date Principal Received1, 8 $213,642,980 $9,230,008 $7,078,089 $10,223,264 $14,182,379 $6,051,772 $29,142,474 $36,072,056 $16,658,561 $8,985,818 $9,482,247 $13,886,504 $10,550,917 $7,045,774 $25,039,989 $6,555,383 $3,457,746 Disposition Amount5, 6 $11,628,802 $395,582 $396,684 $299,833 $85,289 $151,794 $95,710 $221,657 $292,800 $129,831 $334,229 $357,182 $344,812 $168,864 $311,064 $181,124 $96,735 $423,725 $205,160 $146,030 $1,166,869 $1,286,450 $615,767 $287,624 $368,608 $479,508 $348,599 $414,561 $1,089,741 $371,355 $392,175 $169,441 Interest Paid to Treasury Source: Treasury, Transactions Report, 10/3/2011; Treasury, Dividends and Interest Report, 10/11/2011. *Subject to adjustment 1 The amortizing principal and interest payments are reported on the monthly Dividends and Interest 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 9/30/2011. Numbered notes were taken verbatim from Treasury’s 10/3/2011 Transactions Report. Total Purchase Face Amount Institution Name Investment Description Trade Date Purchase Details1 UCSB TRANSACTION DETAIL, AS OF 9/30/2011 TABLE D.10 TRANSACTION DETAIL I APPENDIX D I OCTOBER 27, 2011 249 Purchase Purchase Purchase Purchase Wilmington DE AllianceBernstein Legacy Securities Wilmington DE Master Fund, L.P. AllianceBernstein Legacy Securities Wilmington DE Master Fund, L.P. Wilmington DE Wilmington DE Wilmington DE Wilmington DE AG GECC PPIF Master Fund, L.P. Blackrock PPIF, L.P. Blackrock PPIF, L.P. Invesco Legacy Securities Master Fund, L.P. Invesco Legacy Securities Master Fund, L.P. 10/30/2009 10/2/2009 10/2/2009 10/2/2009 10/2/2009 9/30/2009 9/30/2009 1,6 2,6 1,6 2,6 1,6 1,6 2,6, 8 Purchase Purchase Purchase Purchase Wilmington DE AG GECC PPIF Master Fund, L.P. 10/30/2009 2,6 Transaction State Type City Institution Note Date Seller $1,111,111,111 $2,222,222,222 Membership Interest Debt Obligation w/ Contingent Proceeds $1,111,111,111 $2,222,222,222 Debt Obligation w/ Contingent Proceeds Membership Interest $1,111,111,111 $2,222,222,222 $1,111,111,111 $2,222,222,222 Investment Amount Membership Interest Debt Obligation w/ Contingent Proceeds Investment Description PPIP TRANSACTION DETAIL, AS OF 9/30/2011 TABLE D.11 Par 3/22/2010 Par 3/22/2010 Par 3/22/2010 Par 3/22/2010 Par 3/22/2010 Par 3/22/2010 Par 3/22/2010 Par 3/22/2010 Pricing Mechanism Date Amount Date $2,488,875,000 9/26/2011 $1,244,437,500 7/16/2010 $1,244,437,500 7/16/2010 $2,488,875,000 7/16/2010 $1,244,437,500 7/16/2010 $2,488,875,000 7/16/2010 $1,271,337,500 7/16/2010 $1,161,920,000 $856,000,000 $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 $2,542,675,000 7/16/2010 Adjusted Investment3 $92,300,138 $128,027,536 $155,409,286 $75,085,485 $18,259,513 $62,979,809 $20,762,532 3/14/2011 4/14/2011 5/20/2011 6/14/2011 7/15/2011 8/12/2011 $27,355,590 1/14/2010 2/14/2011 $31,689,230 12/14/2010 $345,144,428 $365,906,960 $428,886,768 $447,146,281 $522,231,766 $677,641,052 $805,668,588 $897,968,726 $925,324,316 $957,013,546 $60,022,674 $1,089,942,174 9/15/2010 $132,928,628 $7,066,434 $1,149,964,848 4/15/2010 11/15/2010 $4,888,718 $1,157,031,282 2/18/2010 $88,087 $2,270,514,339 6/14/2011 Amount $30,244,575 $2,270,602,425 Repayment Amount Debt Obligation w/ Contingent Proceeds Debt Obligation w/ Contingent Proceeds Debt Obligation w/ Contingent Proceeds Debt Obligation w/ Contingent Proceeds Debt Obligation w/ Contingent Proceeds Debt Obligation w/ Contingent Proceeds Debt Obligation w/ Contingent Proceeds Debt Obligation w/ Contingent Proceeds Debt Obligation w/ Contingent Proceeds Debt Obligation w/ Contingent Proceeds Debt Obligation w/ Contingent Proceeds Debt Obligation w/ Contingent Proceeds Debt Obligation w/ Contingent Proceeds Debt Obligation w/ Contingent Proceeds Description Distribution or Disposition Description Date Debt Obligation w/ Contingent Proceeds Investment After Capital Repayment 5/16/2011 Repayment Date Capital Repayment Details Continued on next page. $484,678,408 $22,630,791 $169,203,523 $136,115,368 Interest/ Distributions Proceeds Paid to Treasury 250 APPENDIX D I TRANSACTION DETAIL I OCTOBER 27, 2011 12/18/2009 11/4/2009 11/4/2009 9/30/2009 9/30/2009 10/1/2009 10/1/2009 1,6 2,6 1,6 2,4, 5 1,4, 5 2,6 1,6 Wilmington DE Wilmington DE Wilmington DE Wellington Wilmington DE Management Legacy Securities PPIF Master Fund, LP Wellington Wilmington DE Management Legacy Securities PPIF Master Fund, LP UST/TCW Senior Mortgage Securities Fund, L.P. UST/TCW Senior Mortgage Securities Fund, L.P. RLJ Western Asset Public/ Private Master Fund, L.P. Wilmington DE Wilmington DE Oaktree PPIP Fund, L.P. RLJ Western Asset Public/ Private Master Fund, L.P. Wilmington DE Oaktree PPIP Fund, L.P. $30,000,000,000 Initial Investment Amount $2,222,222,222 $1,111,111,111 $2,222,222,222 $1,111,111,111 $2,222,222,222 $1,111,111,111 Debt Obligation w/ Contingent Proceeds Membership Interest Debt Obligation w/ Contingent Proceeds Membership Interest Debt Obligation w/ Contingent Proceeds $1,111,111,111 $2,222,222,222 Debt Obligation w/ Contingent Proceeds Membership Interest $1,111,111,111 Membership Interest Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase $2,222,222,222 Investment Amount Membership Interest Debt Obligation w/ Contingent Proceeds Investment Description Par 3/22/2010 Par 3/22/2010 Par 1/4/2010 Par 1/4/2010 Par 3/22/2010 Par 3/22/2010 Par 3/22/2010 Par 3/22/2010 Par 3/22/2010 Par 3/22/2010 Pricing Mechanism Date Amount $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 Amount Final Investment Amount $21,856,403,574 $1,262,037,500 7/16/2010 $2,524,075,000 7/16/2010 $156,250,000 $200,000,000 $1,244,437,500 7/16/2010 $2,488,875,000 7/16/2010 $1,244,437,500 7/16/2010 $2,488,875,000 7/16/2010 $1,244,437,500 7/16/2010 Total Capital Repayment $1,295,889,763 $156,250,000 $166,000,000 1/12/2010 — — $166,000,000 $13,531,530 $1,227,624,986 $34,000,000 1/15/2010 Amount $79,000,000 $2,242,568,200 Repayment Amount 1/11/2010 5/13/2011 7/15/2011 Repayment Date Total Proceeds Final Distribution 2/24/2010 $20,644,319 $48,922 $20,091,872 $1,223 Distribution $502,302 Final Distribution $104,681,981 $342,176 $102,187,905 $43,928,874 $22,557,832 Interest/ Distributions Proceeds Paid to Treasury Distribution N/A Membership 1/29/2010 Interest Contingent 1/29/2010 Proceeds 2/24/2010 Debt Obligation w/ Contingent Proceeds Debt Obligation w/ Contingent Proceeds Debt Obligation w/ Contingent Proceeds Description Distribution or Disposition Description Date Investment After Capital Capital Repayment Details Repayment The 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. The 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. Adjusted to show Treasury’s maximum obligations to a fund. On 1/4/2010, Treasury and the fund manager entered into a Winding-Up and Liquidation Agreement. Profit 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. Following 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. 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. On 9/26/2011, the General Partner notified Treasury that the Investment Period was terminated in accordance with the Limited Partnership Agreement. As a result, the Final Investment Amount, representing Treasury’s debt obligation, has been reduced to the cumulative amount of debt funded. Sources: Treasury, Transactions Report, 10/3/2011; Treasury, Dividends and Interest Report, 10/11/2011; Treasury, response to SIGTARP data call, 10/5/2011. 8 7 6 5 4 3 2 1 Date Final Investment Amount7 $2,488,875,000 7/16/2010 Adjusted Investment3 Notes: Numbers may not total due to rounding. Data as of 9/30/2011. Numbered notes were taken verbatim from Treasury’s 10/3/2011 Transactions Report. 12/18/2009 1,6 2,6 Wilmington DE Marathon Legacy Securities 11/25/2009 Public-Private Investment Partnership, L.P. Purchase Transaction State Type Wilmington DE City Marathon Legacy Securities 11/25/2009 Public-Private Investment Partnership, L.P. Institution 2,6 Note Date Seller PPIP TRANSACTION DETAIL, AS OF 9/30/2011 (CONTINUTED) TRANSACTION DETAIL I APPENDIX D I OCTOBER 27, 2011 251 Name of Institution Select Portfolio Servicing, Salt Lake City, UT Date 4/13/2009 Purchase Financial Instrument for Home Loan Modifications Transaction Investment Type Description Servicer Modifying Borrowers’ Loans Pricing Mechanism $376,000,000 N/A Cap of Incentive Payments on Behalf of Borrowers and to Servicers & Lenders/ Investors (Cap) 1 HAMP TRANSACTION DETAIL, AS OF 9/30/2011 TABLE D.12 $121,910,000 $131,340,000 ($355,530,000) $128,690,000 $4,000,000 $59,807,784 ($700,000) $64,400,000 9/30/2009 12/30/2009 3/26/2010 7/14/2010 9/30/2010 9/30/2010 11/16/2010 12/15/2010 $100,000 $3,600,000 ($735) ($100,000) $400,000 ($100,000) ($6,805) ($100,000) ($200,000) 2/16/2011 3/16/2011 3/30/2011 4/13/2011 5/13/2011 6/16/2011 6/29/2011 8/16/2011 9/15/2011 ($2,300,000) 1/13/2011 ($639) $284,590,000 6/12/2009 1/6/2011 Cap Adjustment Amount Adjustment Note Date $815,799,605 Transfer of cap due to servicing transfer $815,999,605 Transfer of cap due to servicing transfer $816,099,605 Updated due to quarterly assessment and reallocation $816,106,410 Transfer of cap due to servicing transfer $816,206,410 Transfer of cap due to servicing transfer $815,806,410 Transfer of cap due to servicing transfer $815,906,410 Updated due to quarterly assessment and reallocation $815,907,145 Transfer of cap due to servicing transfer $812,307,145 Transfer of cap due to servicing transfer $812,207,145 Transfer of cap due to servicing transfer $814,507,145 Updated portfolio data from servicer $814,507,784 Updated portfolio data from servicer $750,107,784 Transfer of cap due to servicing transfer $750,807,784 Updated portfolio data from servicer $691,000,000 Initial FHA-HAMP cap and initial FHA-2LP cap $687,000,000 Updated portfolio data from servicer $558,310,000 Updated portfolio data from servicer $913,840,000 Updated portfolio data from servicer & HAFA initial cap $782,500,000 Updated portfolio data from servicer & HPDP initial cap $660,590,000 Updated portfolio data from servicer Adjusted Cap Reason for Adjustment Adjustment Details $20,439,814 Borrower’s Incentive $47,705,106 Lenders/ Investors Incentives $111,295,011 Total Non-GSE Incentive Payments Continued on next page. $43,150,090 Servicers Incentives TARP Incentive Payments 252 APPENDIX D I TRANSACTION DETAIL I OCTOBER 27, 2011 Name of Institution CitiMortgage, Inc., O’Fallon, MO Date 4/13/2009 Purchase Financial Instrument for Home Loan Modifications Transaction Investment Type Description Servicer Modifying Borrowers’ Loans Pricing Mechanism (CONTINUED) $2,071,000,000 N/A Cap of Incentive Payments on Behalf of Borrowers and to Servicers & Lenders/ Investors (Cap) 1 HAMP TRANSACTION DETAIL, AS OF 9/30/2011 ($757,680,000) ($7,110,000) ($6,300,000) ($8,300,000) $32,400,000 6/16/2010 7/14/2010 7/16/2010 8/13/2010 9/15/2010 9/30/2010 ($10,500,000) ($4,600,000) ($30,500,000) ($1,031) $100,000 ($7,200,000) ($400,000) ($9,131) ($14,500,000) ($1,600,000) $700,000 2/16/2011 3/16/2011 3/30/2011 4/13/2011 5/13/2011 6/16/2011 6/29/2011 7/14/2011 8/16/2011 9/15/2011 ($981) 1/13/2011 1/6/2011 ($3,200,000) ($12,280,000) 5/14/2010 11/16/2010 ($3,000,000) 4/19/2010 ($1,400,000) ($230,000) 3/26/2010 10/15/2010 ($199,300,000) 12/30/2009 $101,287,484 ($105,410,000) 9/30/2009 9/30/2010 ($991,580,000) $1,010,180,000 6/12/2009 Cap Adjustment Amount Adjustment Note Date 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 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 $1,050,566,341 Transfer of cap due to servicing transfer $1,049,866,341 Transfer of cap due to servicing transfer $1,051,466,341 Transfer of cap due to servicing transfer $1,065,966,341 Updated due to quarterly assessment and reallocation $1,065,975,472 Transfer of cap due to servicing transfer $1,066,375,472 Transfer of cap due to servicing transfer $1,073,575,472 Transfer of cap due to servicing transfer $1,073,475,472 Updated due to quarterly assessment and reallocation $1,073,476,503 Transfer of cap due to servicing transfer $1,103,976,503 Transfer of cap due to servicing transfer $1,108,576,503 Transfer of cap due to servicing transfer $1,119,076,503 Updated portfolio data from servicer $1,119,077,484 Transfer of cap due to servicing transfer $1,122,277,484 Transfer of cap due to servicing transfer $1,123,677,484 Updated portfolio data from servicer $1,022,390,000 Initial FHA-HAMP cap and initial FHA-2LP cap $989,990,000 $998,290,000 $1,004,590,000 $1,011,700,000 Updated portfolio data from servicer $1,769,380,000 $1,781,660,000 $1,784,660,000 $1,784,890,000 Updated portfolio data from servicer & 2MP initial cap $1,984,190,000 Updated portfolio data from servicer & HAFA initial cap $2,089,600,000 Updated portfolio data from servicer & HPDP initial cap $1,079,420,000 Updated portfolio data from servicer Adjusted Cap Reason for Adjustment Adjustment Details $21,348,143 Borrower’s Incentive $59,657,897 Lenders/ Investors Incentives $130,811,142 Total Non-GSE Incentive Payments Continued on next page. $49,805,102 Servicers Incentives TARP Incentive Payments TRANSACTION DETAIL I APPENDIX D I OCTOBER 27, 2011 253 Name of Institution Wells Fargo Bank, NA, Des Moines, IA Date 4/13/2009 Purchase Financial Instrument for Home Loan Modifications Transaction Investment Type Description Servicer Modifying Borrowers’ Loans Pricing Mechanism (CONTINUED) $2,873,000,000 N/A Cap of Incentive Payments on Behalf of Borrowers and to Servicers & Lenders/ Investors (Cap) 1 HAMP TRANSACTION DETAIL, AS OF 9/30/2011 2 $668,108,890 $683,130,000 ($2,038,220,000) ($287,348,828) $344,000,000 $8,413,225 3/19/2010 3/26/2010 7/14/2010 9/30/2010 9/30/2010 12/3/2010 ($100,000) ($100,000) ($7,171) ($9,800,000) $100,000 ($600,000) ($63,856) ($2,300,000) ($1,100,000) $1,400,000 3/16/2011 3/30/2011 4/13/2011 5/13/2011 6/16/2011 6/29/2011 7/14/2011 8/16/2011 9/15/2011 ($6,312) 1/13/2011 1/6/2011 $22,200,000 $54,767 3/12/2010 12/15/2010 $2,050,236,344 2/17/2010 $65,070,000 9/30/2009 $1,213,310,000 ($462,990,000) 6/17/2009 12/30/2009 Cap Adjustment Amount Adjustment Note Date Initial FHA-HAMP cap, initial FHA-2LP cap, and initial RD-HAMP $5,126,387,058 Transfer of cap due to servicing transfer $5,124,987,058 Transfer of cap due to servicing transfer $5,126,087,058 Transfer of cap due to servicing transfer $5,128,387,058 Updated due to quarterly assessment and reallocation $5,128,450,914 Transfer of cap due to servicing transfer $5,129,050,914 Transfer of cap due to servicing transfer $5,128,950,914 Transfer of cap due to servicing transfer $5,138,750,914 Updated due to quarterly assessment and reallocation $5,138,758,085 Transfer of cap due to servicing transfer $5,138,858,085 Transfer of cap due to servicing transfer $5,138,958,085 Updated portfolio data from servicer $5,138,964,397 Updated portfolio data from servicer $5,116,764,397 Transfer of cap (from Wachovia) due to merger $5,108,351,172 $4,764,351,172 Updated portfolio data from servicer $5,051,700,000 Updated portfolio data from servicer $7,089,920,000 Updated portfolio data from servicer $6,406,790,000 Initial 2MP cap $5,738,681,110 Transfer of cap (from Wachovia) due to merger $5,738,626,344 Transfer of cap (from Wachovia) due to merger $3,688,390,000 Updated portfolio data from servicer & HAFA initial cap $2,475,080,000 Updated portfolio data from servicer & HPDP initial cap $2,410,010,000 Updated portfolio data from servicer Adjusted Cap Reason for Adjustment Adjustment Details $42,673,527 Borrower’s Incentive $107,418,270 Lenders/ Investors Incentives $247,549,644 Total Non-GSE Incentive Payments Continued on next page. $97,457,848 Servicers Incentives TARP Incentive Payments 254 APPENDIX D I TRANSACTION DETAIL I OCTOBER 27, 2011 Name of Institution GMAC Mortgage, Inc., Ft. Washington, PA Date 4/13/2009 Purchase Financial Instrument for Home Loan Modifications Transaction Investment Type Description Servicer Modifying Borrowers’ Loans Pricing Mechanism (CONTINUED) $633,000,000 N/A Cap of Incentive Payments on Behalf of Borrowers and to Servicers & Lenders/ Investors (Cap) 1 HAMP TRANSACTION DETAIL, AS OF 9/30/2011 ($3,700,000) $119,200,000 8/13/2010 9/30/2010 ($100,000) ($2,024) ($800,000) ($17,900,000) ($18,457) ($200,000) $3,400,000 $200,000 3/30/2011 4/13/2011 5/13/2011 6/29/2011 7/14/2011 8/16/2011 9/15/2011 ($1,734) ($500,000) 3/16/2011 1/6/2011 12/15/2010 $216,998,139 ($881,530,000) 7/14/2010 9/30/2010 $1,880,000 5/14/2010 12/30/2009 $190,180,000 ($1,679,520,000) 9/30/2009 3/26/2010 $384,650,000 $2,537,240,000 6/12/2009 Cap Adjustment Amount Adjustment Note Date Transfer of cap from Wilshire Credit Corporation due to servicing transfer Initial FHA-HAMP cap, initial FHA-2LP cap, and initial 2MP cap $1,502,475,924 Transfer of cap due to servicing transfer $1,502,275,924 Transfer of cap due to servicing transfer $1,498,875,924 Transfer of cap due to servicing transfer $1,499,075,924 Updated due to quarterly assessment and reallocation $1,499,094,381 Transfer of cap due to servicing transfer $1,516,994,381 Transfer of cap due to servicing transfer $1,517,794,381 Updated due to quarterly assessment and reallocation $1,517,796,405 Transfer of cap due to servicing transfer $1,517,896,405 Updated portfolio data from servicer $1,517,898,139 Updated portfolio data from servicer $1,518,398,139 Updated portfolio data from servicer $1,301,400,000 $1,182,200,000 Transfer of cap due to servicing transfer $1,185,900,000 Updated portfolio data from servicer $2,067,430,000 $2,065,550,000 Updated portfolio data from servicer $1,875,370,000 Updated portfolio data from servicer & HAFA initial cap $3,554,890,000 Updated portfolio data from servicer & HPDP initial cap $1,017,650,000 Updated portfolio data from servicer Adjusted Cap Reason for Adjustment Adjustment Details $14,701,415 Borrower’s Incentive $48,452,142 Lenders/ Investors Incentives $100,636,769 Total Non-GSE Incentive Payments Continued on next page. $37,483,212 Servicers Incentives TARP Incentive Payments TRANSACTION DETAIL I APPENDIX D I OCTOBER 27, 2011 255 Purchase Purchase Name of Institution Saxon Mortgage Services, Inc., Irving, TX Chase Home Finance, LLC, Islein, NJ Date 4/13/2009 4/13/2009 $3,552,000,000 N/A Financial Instrument for Home Loan Modifications Pricing Mechanism $407,000,000 N/A Cap of Incentive Payments on Behalf of Borrowers and to Servicers & Lenders/ Investors (Cap) 1 (CONTINUED) Financial Instrument for Home Loan Modifications Transaction Investment Type Description Servicer Modifying Borrowers’ Loans HAMP TRANSACTION DETAIL, AS OF 9/30/2011 ($57,720,000) ($156,050,000) ($513,660,000) ($22,980,000) $1,800,000 $9,800,000 $116,222,668 3/26/2010 6/16/2010 7/14/2010 7/16/2010 9/15/2010 9/30/2010 9/30/2010 $2,100,000 ($6,144) $200,000 ($100,000) ($700,000) 4/13/2011 6/29/2011 7/14/2011 8/16/2011 9/15/2011 ($3,552,000,000) ($654) 3/30/2011 7/31/2009 $700,000 3/16/2011 ($556) $2,300,000 1/13/2011 1/6/2011 $8,900,000 $355,710,000 12/30/2009 12/15/2010 $254,380,000 9/30/2009 $100,000 $225,040,000 6/17/2009 10/15/2010 Cap Adjustment Amount Adjustment Note Date Transfer of cap to Ocwen Financial Corporation, Inc. due to servicing transfer $— Termination of SPA $633,035,314 Transfer of cap due to servicing transfer $633,735,314 Transfer of cap due to servicing transfer $633,835,314 Transfer of cap due to servicing transfer $633,635,314 Updated due to quarterly assessment and reallocation $633,641,458 Transfer of cap due to servicing transfer $631,541,458 Updated due to quarterly assessment and reallocation $631,542,112 Transfer of cap due to servicing transfer $630,842,112 Transfer of cap due to servicing transfer $628,542,112 Updated portfolio data from servicer $628,542,668 Updated portfolio data from servicer $619,642,668 Transfer of cap due to servicing transfer $619,542,668 Updated portfolio data from servicer $503,320,000 Initial FHA-HAMP cap and initial FHA-2LP cap $493,520,000 Transfer of cap due to servicing transfer $491,720,000 Transfer of cap due to multiple servicing transfers $514,700,000 Updated portfolio data from servicer $1,028,360,000 $1,184,410,000 Updated portfolio data from servicer $1,242,130,000 Updated portfolio data from servicer & HAFA initial cap $886,420,000 Updated portfolio data from servicer & HPDP initial cap $632,040,000 Updated portfolio data from servicer Adjusted Cap Reason for Adjustment Adjustment Details $— $16,828,205 Borrower’s Incentive $— $28,562,909 Lenders/ Investors Incentives $— $80,803,855 Total Non-GSE Incentive Payments Continued on next page. $— $35,412,742 Servicers Incentives TARP Incentive Payments 256 APPENDIX D I TRANSACTION DETAIL I OCTOBER 27, 2011 4/17/2009 as amended on 1/26/2010 4/16/2009 Date Bank of America, N.A., Simi Valley, CA Ocwen Financial Corporation, Inc., West Palm Beach, FL Name of Institution Purchase Purchase Financial Instrument for Home Loan Modifications Financial Instrument for Home Loan Modifications Transaction Investment Type Description Servicer Modifying Borrowers’ Loans Pricing Mechanism (CONTINUED) $798,900,000 N/A $659,000,000 N/A Cap of Incentive Payments on Behalf of Borrowers and to Servicers & Lenders/ Investors (Cap) 1 HAMP TRANSACTION DETAIL, AS OF 9/30/2011 ($191,610,000) 7/14/2010 ($10,044) $5,540,000 $162,680,000 $665,510,000 $800,390,000 ($829,370,000) 6/29/2011 6/12/2009 9/30/2009 12/30/2009 1/26/2010 3/26/2010 ($2,199) ($2,548) ($23,337) ($300,000) 3/30/2011 6/29/2011 8/16/2011 $222,941,084 9/30/2010 1/6/2011 $95,300,000 9/30/2010 ($366,750,000) ($1,114) 3/30/2011 7/14/2010 ($1,020) $900,000 2/16/2011 $170,800,000 1/6/2011 10/15/2010 $3,742,740 $156,050,000 6/16/2010 9/30/2010 $46,860,000 3/26/2010 $100,000 $277,640,000 12/30/2009 9/15/2010 $102,580,000 9/30/2009 $23,710,000 ($105,620,000) 6/12/2009 7/16/2010 Cap Adjustment Amount Adjustment Note Date Transfer of cap from Saxon Mortgage Services, Inc. due to servicing transfer Transfer of cap from Saxon Mortgage Services, Inc. due to servicing transfer Initial FHA-HAMP cap, initial FHA-2LP cap, and initial RD-HAMP $1,554,813,000 Transfer of cap due to servicing transfer $1,555,113,000 Updated due to quarterly assessment and reallocation $1,555,136,337 Updated due to quarterly assessment and reallocation $1,555,138,885 Updated portfolio data from servicer $1,555,141,084 Updated portfolio data from servicer $1,332,200,000 $1,236,900,000 Updated portfolio data from servicer $1,603,650,000 Updated portfolio data from servicer $2,433,020,000 Initial 2MP cap $1,632,630,000 Updated portfolio data from servicer & HAFA initial cap $967,120,000 Updated portfolio data from servicer & HPDP initial cap $804,440,000 Updated portfolio data from servicer $1,144,140,562 Updated due to quarterly assessment and reallocation $1,144,150,606 Updated due to quarterly assessment and reallocation $1,144,151,720 Transfer of cap due to servicing transfer $1,143,251,720 Updated portfolio data from servicer $1,143,252,740 Transfer of cap due to servicing transfer $972,452,740 Updated portfolio data from servicer $968,710,000 Initial FHA-HAMP cap $968,610,000 $944,900,000 Updated portfolio data from servicer $1,136,510,000 $980,460,000 Updated portfolio data from servicer $933,600,000 Updated portfolio data from servicer & HAFA initial cap $655,960,000 Updated portfolio data from servicer & HPDP initial cap $553,380,000 Updated portfolio data from servicer Adjusted Cap Reason for Adjustment Adjustment Details $3,616,580 $19,871,707 Borrower’s Incentive $18,901,766 $51,168,936 Lenders/ Investors Incentives $33,077,285 $115,604,428 Total Non-GSE Incentive Payments Continued on next page. $10,558,939 $44,563,785 Servicers Incentives TARP Incentive Payments TRANSACTION DETAIL I APPENDIX D I OCTOBER 27, 2011 257 Purchase Purchase Name of Institution BAC Home Loans Financial Servicing, LP (formerly known as Countrywide Home Loans Servicing LP), Simi Valley, CA Home Loan Services, Inc., Pittsburgh, PA Date 4/17/2009 as amended on 1/26/2010 4/20/2009 $319,000,000 N/A Financial Instrument for Home Loan Modifications Pricing Mechanism $1,864,000,000 N/A Cap of Incentive Payments on Behalf of Borrowers and to Servicers & Lenders/ Investors (Cap) 1 (CONTINUED) Financial Instrument for Home Loan Modifications Transaction Investment Type Description Servicer Modifying Borrowers’ Loans HAMP TRANSACTION DETAIL, AS OF 9/30/2011 $450,100,000 $905,010,000 $10,280,000 $286,510,000 ($1,787,300,000) $105,500,000 1/26/2010 3/26/2010 4/19/2010 6/16/2010 7/14/2010 9/30/2010 $300,000 ($1,000,000) ($82,347) ($200,000) ($3,400,000) ($1,400,000) $128,300,000 $46,730,000 $145,820,000 ($17,440,000) ($73,010,000) $6,700,000 5/13/2011 6/16/2011 6/29/2011 7/14/2011 8/16/2011 9/15/2011 6/12/2009 9/30/2009 12/30/2009 3/26/2010 7/14/2010 9/30/2010 ($400,000) ($278) ($400,000) ($2,625) 3/16/2011 3/30/2011 5/13/2011 6/29/2011 ($233) ($1,900,000) 2/16/2011 1/6/2011 ($314,900,000) $200,000 4/13/2011 12/15/2010 ($9,190) 3/30/2011 ($77,126,410) $100,000 9/30/2010 $1,800,000 3/16/2011 ($8,012) 2/16/2011 1/6/2011 $236,000,000 $2,290,780,000 12/30/2009 ($614,527,362) ($717,420,000) 9/30/2009 12/15/2010 $3,318,840,000 6/12/2009 9/30/2010 Cap Adjustment Amount Adjustment Note Date Transfer of cap from Wilshire Credit Corporation due to servicing transfer Transfer of cap from Wilshire Credit Corporation due to servicing transfer Initial FHA-HAMP cap, initial FHA-2LP cap, and initial RD-HAMP $161,370,454 Updated due to quarterly assessment and reallocation $161,373,079 Transfer of cap due to servicing transfer $161,773,079 Updated due to quarterly assessment and reallocation $161,773,357 Transfer of cap due to servicing transfer $162,173,357 Transfer of cap due to servicing transfer $164,073,357 Updated portfolio data from servicer $164,073,590 Updated portfolio data from servicer $478,973,590 Updated portfolio data from servicer $556,100,000 Initial FHA-2LP cap $549,400,000 Updated portfolio data from servicer $622,410,000 Updated portfolio data from servicer $639,850,000 Updated portfolio data from servicer & HAFA initial cap $494,030,000 Updated portfolio data from servicer & HPDP initial cap $447,300,000 Updated portfolio data from servicer $6,344,073,089 Transfer of cap due to servicing transfer $6,345,473,089 Transfer of cap due to servicing transfer $6,348,873,089 Transfer of cap due to servicing transfer $6,349,073,089 Updated due to quarterly assessment and reallocation $6,349,155,436 Transfer of cap due to servicing transfer $6,350,155,436 Transfer of cap due to servicing transfer $6,349,855,436 Transfer of cap due to servicing transfer $6,349,655,436 Updated due to quarterly assessment and reallocation $6,349,664,626 Transfer of cap due to servicing transfer $6,349,564,626 Transfer of cap due to servicing transfer $6,347,764,626 Updated portfolio data from servicer $6,347,772,638 Updated portfolio data from servicer $6,111,772,638 Updated portfolio data from servicer $6,726,300,000 $6,620,800,000 Updated portfolio data from servicer $8,408,100,000 $8,121,590,000 $8,111,310,000 Updated portfolio data from servicer $7,206,300,000 Initial 2MP cap $6,756,200,000 Updated portfolio data from servicer & HAFA initial cap $4,465,420,000 Updated portfolio data from servicer & HPDP initial cap $5,182,840,000 Updated portfolio data from servicer Adjusted Cap Reason for Adjustment Adjustment Details $169,858 $34,643,420 Borrower’s Incentive $2,440,768 $102,688,040 Lenders/ Investors Incentives $6,309,233 $207,345,181 Total Non-GSE Incentive Payments Continued on next page. $3,698,607 $70,013,721 Servicers Incentives TARP Incentive Payments 258 APPENDIX D I TRANSACTION DETAIL I OCTOBER 27, 2011 Purchase Purchase Name of Institution Wilshire Credit Corporation, Beaverton, OR Green Tree Servicing LLC, Saint Paul,MN Date 4/20/2009 4/24/2009 $156,000,000 N/A Financial Instrument for Home Loan Modifications Pricing Mechanism $366,000,000 N/A Cap of Incentive Payments on Behalf of Borrowers and to Servicers & Lenders/ Investors (Cap) 1 (CONTINUED) Financial Instrument for Home Loan Modifications Transaction Investment Type Description Servicer Modifying Borrowers’ Loans HAMP TRANSACTION DETAIL, AS OF 9/30/2011 ($213) ($250) $1,200,000 $100,000 ($2,302) $1,900,000 $200,000 3/30/2011 5/13/2011 6/16/2011 6/29/2011 7/14/2011 9/15/2011 $400,000 1/6/2011 10/15/2010 $5,600,000 $10,185,090 9/10/2010 9/30/2010 $2,200,000 $34,600,000 8/13/2010 9/30/2010 $210,000 ($116,750,000) 12/30/2009 7/16/2010 $130,780,000 9/30/2009 ($24,220,000) ($64,990,000) 6/17/2009 7/14/2010 ($2,779) 6/29/2011 $13,080,000 ($294) 3/26/2010 ($247) 9/30/2010 3/30/2011 ($100,000) $68,565,782 8/13/2010 1/6/2011 ($210,000) 5/14/2010 7/16/2010 ($1,880,000) 4/19/2010 $19,540,000 ($10,280,000) 3/26/2010 7/14/2010 $52,270,000 12/30/2009 ($286,510,000) $119,700,000 9/30/2009 6/16/2010 $87,130,000 ($249,670,000) 6/12/2009 Cap Adjustment Amount Adjustment Note Date 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 Transfer of cap to Green Tree Servicing LLC due to servicing transfer Transfer of cap from Wilshire Credit Corporation due to servicing transfer $150,492,325 Transfer of cap due to servicing transfer $150,292,325 Transfer of cap due to servicing transfer $148,392,325 Updated due to quarterly assessment and reallocation $148,394,627 Transfer of cap due to servicing transfer $148,294,627 Transfer of cap due to servicing transfer $147,094,627 Updated due to quarterly assessment and reallocation $147,094,877 Updated portfolio data from servicer $147,095,090 Transfer of cap due to servicing transfer $146,695,090 Updated portfolio data from servicer $136,510,000 Initial FHA-2LP cap and FHA-HAMP $130,910,000 Initial 2MP cap $96,310,000 Transfer of cap due to servicing transfer $94,110,000 $93,900,000 Updated portfolio data from servicer $118,120,000 Updated portfolio data from servicer $105,040,000 Updated portfolio data from servicer & HAFA initial cap $221,790,000 Updated portfolio data from servicer & HPDP initial cap $91,010,000 Updated portfolio data from servicer $164,552,462 Updated due to quarterly assessment and reallocation $164,555,241 Updated due to quarterly assessment and reallocation $164,555,535 Updated portfolio data from servicer $164,555,782 Updated portfolio data from servicer $95,990,000 Transfer of cap due to servicing transfer $96,090,000 $96,300,000 Updated portfolio data from servicer $76,760,000 $363,270,000 $365,150,000 $375,430,000 Updated portfolio data from servicer $323,160,000 Updated portfolio data from servicer & HAFA initial cap $203,460,000 Updated portfolio data from servicer & HPDP initial cap $453,130,000 Updated portfolio data from servicer Adjusted Cap Reason for Adjustment Adjustment Details $331,442 $— Borrower’s Incentive $983,403 $490,394 Lenders/ Investors Incentives $2,482,667 $1,657,394 Total Non-GSE Incentive Payments Continued on next page. $1,167,821 $1,167,000 Servicers Incentives TARP Incentive Payments TRANSACTION DETAIL I APPENDIX D I OCTOBER 27, 2011 259 Purchase Purchase Name of Institution Carrington Mortgage Services, LLC, Santa Ana, CA Aurora Loan Services, LLC, Littleton, CO Date 4/27/2009 5/1/2009 $798,000,000 N/A Financial Instrument for Home Loan Modifications Pricing Mechanism $195,000,000 N/A Cap of Incentive Payments on Behalf of Borrowers and to Servicers & Lenders/ Investors (Cap) 1 (CONTINUED) Financial Instrument for Home Loan Modifications Transaction Investment Type Description Servicer Modifying Borrowers’ Loans HAMP TRANSACTION DETAIL, AS OF 9/30/2011 $74,520,000 ($75,610,000) $1,100,000 3/26/2010 7/14/2010 8/13/2010 $1,800,000 $100,000 ($338,450,000) ($11,860,000) $21,330,000 $9,150,000 ($76,870,000) 8/16/2011 9/15/2011 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 ($3,592) 6/29/2011 9/1/2010 ($384) 3/30/2011 ($325) $2,400,000 1/13/2011 1/6/2011 $300,000 $57,980,000 12/30/2009 12/15/2010 $90,990,000 9/30/2009 $3,763,685 ($63,980,000) 6/17/2009 9/30/2010 Cap Adjustment Amount Adjustment Note Date $411,241,742 Updated due to quarterly assessment and reallocation $411,245,015 Transfer of cap due to servicing transfer $393,245,015 Updated due to quarterly assessment and reallocation $393,245,389 Updated portfolio data from servicer $393,245,731 Updated portfolio data from servicer $401,700,000 Initial FHA-HAMP cap $401,300,000 Updated portfolio data from servicer $478,170,000 Updated portfolio data from servicer $469,020,000 Updated portfolio data from servicer & HAFA initial cap $447,690,000 Updated portfolio data from servicer & HPDP initial cap $459,550,000 Updated portfolio data from servicer $288,359,384 Transfer of cap due to servicing transfer $288,259,384 Transfer of cap due to servicing transfer $286,459,384 Updated due to quarterly assessment and reallocation $286,462,976 Updated due to quarterly assessment and reallocation $286,463,360 Transfer of cap due to servicing transfer $284,063,360 Updated portfolio data from servicer $284,063,685 Updated portfolio data from servicer $283,763,685 Updated portfolio data from servicer $280,000,000 Transfer of cap due to servicing transfer $278,900,000 Updated portfolio data from servicer $354,510,000 Updated portfolio data from servicer $279,990,000 Updated portfolio data from servicer & HAFA initial cap $222,010,000 Updated portfolio data from servicer & HPDP initial cap $131,020,000 Updated portfolio data from servicer Adjusted Cap Reason for Adjustment Adjustment Details $6,542,447 $2,792,934 Borrower’s Incentive $22,131,799 $9,232,185 Lenders/ Investors Incentives $45,324,877 $19,229,349 Total Non-GSE Incentive Payments Continued on next page. $16,650,631 $7,204,230 Servicers Incentives TARP Incentive Payments 260 APPENDIX D I TRANSACTION DETAIL I OCTOBER 27, 2011 Purchase Purchase Purchase Name of Institution Nationstar Mortgage LLC, Lewisville, TX Residential Credit Solutions, Fort Worth, TX CCO Mortgage, Glen Allen, VA Date 5/28/2009 6/12/2009 6/17/2009 $19,400,000 N/A $16,520,000 N/A Financial Instrument for Home Loan Modifications Financial Instrument for Home Loan Modifications Pricing Mechanism $101,000,000 N/A Cap of Incentive Payments on Behalf of Borrowers and to Servicers & Lenders/ Investors (Cap) 1 (CONTINUED) Financial Instrument for Home Loan Modifications Transaction Investment Type Description Servicer Modifying Borrowers’ Loans HAMP TRANSACTION DETAIL, AS OF 9/30/2011 $67,250,000 ($85,900,000) $100,000 $2,900,000 12/30/2009 3/26/2010 7/14/2010 8/13/2010 9/30/2010 ($428) $20,077,503 ($4,248) ($1,860,000) $27,920,000 ($1,390,000) ($13,870,000) $400,000 3/30/2011 5/26/2011 6/29/2011 9/30/2009 12/30/2009 3/26/2010 7/14/2010 9/30/2010 $145,510,000 ($116,950,000) 9/30/2009 12/30/2009 3/26/2010 ($46) ($55) ($452) 1/6/2011 3/30/2011 6/29/2011 $7,846,346 $13,070,000 9/15/2011 9/30/2010 ($1,900,000) 6/29/2011 ($23,350,000) ($329) 4/13/2011 7/14/2010 ($37) $100,000 3/30/2011 ($34) 1/6/2011 $586,954 $29,800,000 3/16/2011 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 $80,250,000 9/30/2009 9/30/2010 $16,140,000 $134,560,000 6/12/2009 Cap Adjustment Amount Adjustment Note Date Initial FHA-HAMP cap, initial FHA-2LP cap, initial RD-HAMP, and initial 2MP cap Initial FHA-HAMP cap, initial FHA-2LP cap, and initial 2MP cap $42,645,793 Updated due to quarterly assessment and reallocation $42,646,245 Updated due to quarterly assessment and reallocation $42,646,300 Updated portfolio data from servicer $42,646,346 Updated portfolio data from servicer $34,800,000 Updated portfolio data from servicer $58,150,000 Updated portfolio data from servicer $175,100,000 Updated portfolio data from servicer & HAFA initial cap $29,590,000 Updated portfolio data from servicer & HPDP initial cap $29,386,554 Transfer of cap due to servicing transfer $31,286,554 Updated due to quarterly assessment and reallocation $31,286,883 Transfer of cap due to servicing transfer $31,186,883 Updated due to quarterly assessment and reallocation $31,186,920 Updated portfolio data from servicer $31,186,954 Updated portfolio data from servicer $30,600,000 $30,200,000 Updated portfolio data from servicer $44,070,000 Updated portfolio data from servicer $45,460,000 Updated portfolio data from servicer & HAFA initial cap $17,540,000 Updated portfolio data from servicer & HPDP initial cap $403,273,950 Updated due to quarterly assessment and reallocation $403,278,198 Transfer of cap due to servicing transfer $383,200,695 Updated due to quarterly assessment and reallocation $383,201,123 Transfer of cap due to servicing transfer $353,401,123 Transfer of cap due to servicing transfer $352,501,123 Updated portfolio data from servicer $352,501,486 Updated portfolio data from servicer $350,801,486 Transfer of cap due to servicing transfer $350,101,486 Updated portfolio data from servicer $316,300,000 $313,400,000 Transfer of cap due to servicing transfer $313,300,000 Updated portfolio data from servicer $399,200,000 Updated portfolio data from servicer $331,950,000 Updated portfolio data from servicer & HAFA initial cap $251,700,000 Updated portfolio data from servicer & HPDP initial cap $117,140,000 Updated portfolio data from servicer Adjusted Cap Reason for Adjustment Adjustment Details $587,250 $322,971 $5,873,941 Borrower’s Incentive $1,788,165 $920,229 $14,135,098 Lenders/ Investors Incentives $3,833,335 $2,144,190 $33,032,665 Total Non-GSE Incentive Payments Continued on next page. $1,457,920 $900,991 $13,023,626 Servicers Incentives TARP Incentive Payments TRANSACTION DETAIL I APPENDIX D I OCTOBER 27, 2011 261 Purchase Purchase Purchase Purchase Purchase Name of Institution RG Mortgage Corporation, San Juan, PR First Federal Savings and Loan, Port Angeles, WA Wescom Central Credit Union, Anaheim, CA Citizens First Wholesale Mortgage Company, The Villages, FL Technology Credit Union, San Jose, CA Date 6/17/2009 6/19/2009 6/19/2009 6/26/2009 6/26/2009 $770,000 N/A $540,000 N/A $30,000 N/A $70,000 N/A Financial Instrument for Home Loan Modifications Financial Instrument for Home Loan Modifications Financial Instrument for Home Loan Modifications Financial Instrument for Home Loan Modifications Pricing Mechanism $57,000,000 N/A Cap of Incentive Payments on Behalf of Borrowers and to Servicers & Lenders/ Investors (Cap) 1 (CONTINUED) Financial Instrument for Home Loan Modifications Transaction Investment Type Description Servicer Modifying Borrowers’ Loans HAMP TRANSACTION DETAIL, AS OF 9/30/2011 12 ($616) 6/29/2011 ($720,000) ($430,000) 3/26/2010 7/14/2010 $1,160,443 Updated due to quarterly assessment and reallocation $1,160,431 Updated due to quarterly assessment and reallocation 3/30/2011 6/29/2011 ($12) $1,160,444 Updated portfolio data from servicer $1,160,445 Updated portfolio data from servicer $1,100,000 Updated portfolio data from servicer $1,530,000 Updated portfolio data from servicer $2,250,000 Updated portfolio data from servicer & HAFA initial cap $— Termination of SPA $145,056 Updated portfolio data from servicer $100,000 Updated portfolio data from servicer $30,000 Updated portfolio data from servicer $610,000 Updated portfolio data from servicer & HAFA initial cap $20,000 Updated portfolio data from servicer & HPDP initial cap $678,877 Termination of SPA $2,551,664 Transfer of cap due to servicing transfer $4,351,664 Updated due to quarterly assessment and reallocation $4,351,666 Updated portfolio data from servicer $4,351,668 Updated portfolio data from servicer $2,800,000 Updated portfolio data from servicer $1,300,000 Updated portfolio data from servicer $3,100,000 Updated portfolio data from servicer $17,360,000 Updated portfolio data from servicer & HAFA initial cap $870,000 Updated portfolio data from servicer & HPDP initial cap $— Termination of SPA $14,160,000 Updated portfolio data from servicer $2,790,000 Updated portfolio data from servicer & HAFA initial cap $37,040,114 Updated due to quarterly assessment and reallocation $37,040,730 Updated due to quarterly assessment and reallocation $37,040,795 Updated portfolio data from servicer $37,040,846 Updated portfolio data from servicer $41,340,846 Updated portfolio data from servicer $45,800,000 Updated portfolio data from servicer $54,660,000 Updated portfolio data from servicer $69,130,000 Updated portfolio data from servicer $3,490,000 Updated portfolio data from servicer & HAFA initial cap $45,700,000 Updated portfolio data from servicer & HPDP initial cap Adjusted Cap Reason for Adjustment 1/6/2011 $60,445 $2,180,000 12/30/2009 9/30/2010 $45,056 ($145,056) 2/17/2011 $70,000 7/14/2010 9/30/2010 ($580,000) 3/26/2010 $590,000 ($1,872,787) 6/3/2011 12/30/2009 ($1,800,000) 5/13/2011 ($10,000) ($2) 9/30/2009 ($2) 3/30/2011 $1,551,668 9/30/2010 1/6/2011 $1,500,000 ($1,800,000) 7/14/2010 7/30/2010 ($14,260,000) 3/26/2010 $330,000 9/30/2009 $16,490,000 ($14,160,000) 5/26/2010 12/30/2009 $11,370,000 3/26/2010 $2,020,000 ($65) 3/30/2011 12/30/2009 ($51) ($4,300,000) 1/6/2011 12/15/2010 ($14,470,000) 4/9/2010 ($4,459,154) $65,640,000 3/26/2010 9/30/2010 ($42,210,000) 12/30/2009 ($8,860,000) ($11,300,000) 9/30/2009 7/14/2010 Cap Adjustment Amount Adjustment Note Date Adjustment Details $11,417 $2,750 $93,546 $— $164,853 Borrower’s Incentive $55,797 $10,424 $374,719 $— $227,582 Lenders/ Investors Incentives $94,631 $24,091 $678,877 $— $793,769 Total Non-GSE Incentive Payments Continued on next page. $27,417 $10,917 $210,613 $— $401,334 Servicers Incentives TARP Incentive Payments 262 APPENDIX D I TRANSACTION DETAIL I OCTOBER 27, 2011 Purchase Purchase Purchase Name of Institution National City Bank, Miamisburg, OH Wachovia Mortgage, FSB, Des Moines, IA Bayview Loan Servicing, LLC, Coral Gables, FL Date 6/26/2009 7/1/2009 7/1/2009 $634,010,000 N/A $44,260,000 N/A Financial Instrument for Home Loan Modifications Financial Instrument for Home Loan Modifications Pricing Mechanism $294,980,000 N/A Cap of Incentive Payments on Behalf of Borrowers and to Servicers & Lenders/ Investors (Cap) 1 (CONTINUED) Financial Instrument for Home Loan Modifications Transaction Investment Type Description Servicer Modifying Borrowers’ Loans HAMP TRANSACTION DETAIL, AS OF 9/30/2011 ($18,690,000) ($272,640,000) $80,600,000 $71,230,004 3/26/2010 7/14/2010 9/30/2010 9/30/2010 3 $90,280,000 12/30/2009 ($200,000) ($9,197) $— $723,880,000 6/16/2011 6/29/2011 8/16/2011 9/30/2009 5/7/2010 ($86) $400,000 $100,000 ($771) $600,000 3/30/2011 4/13/2011 5/13/2011 6/29/2011 9/15/2011 ($70) ($15,252,303) 1/6/2011 9/30/2010 $600,000 $1,010,000 3/26/2010 9/30/2010 $34,540,000 12/30/2009 ($34,250,000) $43,590,000 9/30/2009 7/14/2010 ($54,767) $23,850,000 3/12/2010 ($2,050,236,344) 2/17/2010 $692,640,000 ($200,000) 5/13/2011 12/30/2009 ($981) ($2,300,000) 4/13/2011 ($100,000) 3/16/2011 3/30/2011 $200,000 2/16/2011 ($828) $315,170,000 9/30/2009 1/6/2011 Cap Adjustment Amount Adjustment Note Date Initial FHA-HAMP cap, Initial FHA-2LP cap, and initial 2MP cap $99,446,770 Transfer of cap due to servicing transfer $98,846,770 Updated due to quarterly assessment and reallocation $98,847,541 Transfer of cap due to servicing transfer $98,747,541 Transfer of cap due to servicing transfer $98,347,541 Updated due to quarterly assessment and reallocation $98,347,627 Updated portfolio data from servicer $98,347,697 Updated portfolio data from servicer $113,600,000 Initial FHA-2LP cap $113,000,000 Updated portfolio data from servicer $147,250,000 Initial 2MP cap $146,240,000 Updated portfolio data from servicer $111,700,000 Updated portfolio data from servicer & HAFA initial cap $68,110,000 Updated portfolio data from servicer & HPDP initial cap $238,890 Transfer of cap (to Wells Fargo Bank) due to merger $293,656 Transfer of cap (to Wells Fargo Bank) due to merger $2,050,530,000 Updated portfolio data from servicer & HAFA initial cap $1,357,890,000 Updated portfolio data from servicer & HPDP initial cap $558,318,998 Transfer of cap due to servicing transfer $558,318,998 Updated due to quarterly assessment and reallocation $558,328,195 Transfer of cap due to servicing transfer $558,528,195 Transfer of cap due to servicing transfer $558,728,195 Transfer of cap due to servicing transfer $561,028,195 Updated due to quarterly assessment and reallocation $561,029,176 Transfer of cap due to servicing transfer $561,129,176 Transfer of cap due to servicing transfer $560,929,176 Updated portfolio data from servicer $560,930,004 Updated portfolio data from servicer $489,700,000 $409,100,000 Updated portfolio data from servicer $681,740,000 Updated portfolio data from servicer $700,430,000 Updated portfolio data from servicer & HAFA initial cap $610,150,000 Updated portfolio data from servicer & HPDP initial cap Adjusted Cap Reason for Adjustment Adjustment Details $2,146,915 $— $555,924 Borrower’s Incentive $5,651,286 $76,890 $2,232,185 Lenders/ Investors Incentives $12,754,033 $238,890 $4,435,321 Total Non-GSE Incentive Payments Continued on next page. $4,955,833 $162,000 $1,647,213 Servicers Incentives TARP Incentive Payments TRANSACTION DETAIL I APPENDIX D I OCTOBER 27, 2011 263 Purchase Purchase Purchase Purchase Name of Institution Lake National Bank, Mentor, OH IBM Southeast Employees’ Federal Credit Union, Delray Beach, FL MorEquity, Inc., Evansville, IN PNC Bank, National Association, Pittsburg, PA Date 7/10/2009 7/10/2009 7/17/2009 7/17/2009 $870,000 N/A $23,480,000 N/A $54,470,000 N/A Financial Instrument for Home Loan Modifications Financial Instrument for Home Loan Modifications Financial Instrument for Home Loan Modifications Pricing Mechanism $100,000 N/A Cap of Incentive Payments on Behalf of Borrowers and to Servicers & Lenders/ Investors (Cap) 1 (CONTINUED) Financial Instrument for Home Loan Modifications Transaction Investment Type Description Servicer Modifying Borrowers’ Loans HAMP TRANSACTION DETAIL, AS OF 9/30/2011 11 $18,360,000 ($22,580,000) 12/30/2009 3/26/2010 7/14/2010 $19,280,000 $2,470,000 ($17,180,000) 12/30/2009 3/26/2010 7/14/2010 ($123) ($147) ($100,000) ($1,382) 1/6/2011 3/30/2011 5/13/2011 6/29/2011 $23,076,191 ($36,240,000) 9/30/2009 9/30/2010 ($20,077,503) 5/26/2011 $35,500,000 ($34) 9/30/2010 ($29,400,000) 3/30/2011 ($37) 3/16/2011 1/6/2011 ($8,194,261) $24,510,000 9/30/2009 9/30/2010 $870,320 Updated due to quarterly assessment and reallocation $18,530,000 6/29/2011 Termination of SPA (remaining cap equals distribution amount) $81,274,539 Updated due to quarterly assessment and reallocation $81,275,921 Transfer of cap due to servicing transfer $81,375,921 Updated due to quarterly assessment and reallocation $81,376,068 Updated portfolio data from servicer $81,376,191 Updated portfolio data from servicer $58,300,000 Initial FHA-2LP cap and initial 2MP cap $22,800,000 Updated portfolio data from servicer $39,980,000 Updated portfolio data from servicer $37,510,000 Updated portfolio data from servicer & HAFA initial cap $18,230,000 Updated portfolio data from servicer & HPDP initial cap $4,628,165 $24,705,668 Updated due to quarterly assessment and reallocation $24,705,702 Transfer of cap due to servicing transfer $54,105,702 Updated portfolio data from servicer $54,105,739 Updated portfolio data from servicer $62,300,000 Updated portfolio data from servicer $84,880,000 Updated portfolio data from servicer $66,520,000 Updated portfolio data from servicer & HAFA initial cap $42,010,000 Updated portfolio data from servicer & HPDP initial cap $870,332 Updated due to quarterly assessment and reallocation ($12) 3/30/2011 $870,333 Updated portfolio data from servicer $870,334 Updated portfolio data from servicer $700,000 Updated portfolio data from servicer $1,100,000 Updated portfolio data from servicer $1,110,000 Updated portfolio data from servicer & HAFA initial cap 1/6/2011 $170,334 3/26/2010 9/30/2010 ($10,000) 12/30/2009 ($400,000) $250,000 9/30/2009 7/14/2010 $435,159 Updated due to quarterly assessment and reallocation ($10,000) 6/29/2011 $860,000 Updated portfolio data from servicer & HPDP initial cap $435,165 Updated due to quarterly assessment and reallocation ($6) 3/30/2011 $435,166 Updated portfolio data from servicer $435,167 Updated portfolio data from servicer $400,000 Updated portfolio data from servicer $430,000 Updated portfolio data from servicer $380,000 Updated portfolio data from servicer & HAFA initial cap $250,000 Updated portfolio data from servicer & HPDP initial cap Adjusted Cap Reason for Adjustment 1/6/2011 $35,167 $50,000 3/26/2010 9/30/2010 $130,000 12/30/2009 ($30,000) $150,000 9/30/2009 7/14/2010 Cap Adjustment Amount Adjustment Note Date Adjustment Details $12,833 $345,841 $5,917 $2,000 Borrower’s Incentive $63,282 $2,305,003 $14,767 $2,656 Lenders/ Investors Incentives $211,615 $4,628,165 $33,683 $7,656 Total Non-GSE Incentive Payments Continued on next page. $135,500 $1,977,321 $13,000 $3,000 Servicers Incentives TARP Incentive Payments 264 APPENDIX D I TRANSACTION DETAIL I OCTOBER 27, 2011 Purchase Purchase Purchase Farmers State Bank, West Salem, OH ShoreBank, Chicago, IL American Home Mortgage Servicing, Inc, Coppell, TX Mortgage Center, LLC, Southfield, MI 7/17/2009 7/17/2009 7/22/2009 7/22/2009 Purchase Name of Institution Date $1,410,000 N/A $1,272,490,000 N/A $4,210,000 N/A Financial Instrument for Home Loan Modifications Financial Instrument for Home Loan Modifications Financial Instrument for Home Loan Modifications Pricing Mechanism $170,000 N/A Cap of Incentive Payments on Behalf of Borrowers and to Servicers & Lenders/ Investors (Cap) 1 (CONTINUED) Financial Instrument for Home Loan Modifications Transaction Investment Type Description Servicer Modifying Borrowers’ Loans HAMP TRANSACTION DETAIL, AS OF 9/30/2011 $1,260,000 ($20,000) ($240,000) 9/30/2009 12/30/2009 3/26/2010 7/14/2010 ($53,670,000) $250,450,000 $124,820,000 ($289,990,000) $1,690,508 $300,000 6/29/2011 9/30/2009 12/30/2009 3/26/2010 7/14/2010 9/30/2010 10/15/2010 ($1,000,000) $1,780,000 $2,840,000 $2,800,000 9/15/2011 9/30/2009 12/30/2009 3/26/2010 ($12) ($14) ($129) 1/6/2011 3/30/2011 6/29/2011 $2,658,280 ($12,883) 6/29/2011 ($5,730,000) $3,100,000 4/13/2011 9/30/2010 ($1,400) 7/14/2010 ($500,000) 3/30/2011 ($1,173) 2/16/2011 1/6/2011 ($100,000) ($38) 4/13/2011 11/16/2010 ($4) ($1,100,000) 3/30/2011 ($3) 1/6/2011 $471,446 $890,000 5/20/2011 9/30/2010 $45,056 ($145,056) 9/30/2010 $100,000 ($130,000) $50,000 12/30/2009 7/14/2010 ($90,000) 9/30/2009 3/26/2010 Cap Adjustment Amount Adjustment Note Date $8,558,125 Updated due to quarterly assessment and reallocation $8,558,254 Updated due to quarterly assessment and reallocation $8,558,268 Updated portfolio data from servicer $8,558,280 Updated portfolio data from servicer $5,900,000 Updated portfolio data from servicer $11,630,000 Updated portfolio data from servicer $8,830,000 Updated portfolio data from servicer & HAFA initial cap $5,990,000 Updated portfolio data from servicer & HPDP initial cap $1,307,575,052 Transfer of cap due to servicing transfer $1,308,575,052 Updated due to quarterly assessment and reallocation $1,308,587,935 Transfer of cap due to servicing transfer $1,305,487,935 Updated due to quarterly assessment and reallocation $1,305,489,335 Transfer of cap due to servicing transfer $1,305,989,335 Updated portfolio data from servicer $1,305,990,508 Transfer of cap due to servicing transfer $1,306,090,508 Transfer of cap due to servicing transfer $1,305,790,508 Updated portfolio data from servicer $1,304,100,000 Updated portfolio data from servicer $1,594,090,000 Updated portfolio data from servicer $1,469,270,000 Updated portfolio data from servicer & HAFA initial cap $1,218,820,000 Updated portfolio data from servicer & HPDP initial cap $2,671,401 Updated due to quarterly assessment and reallocation $2,671,439 Transfer of cap due to servicing transfer $3,771,439 Updated due to quarterly assessment and reallocation $3,771,443 Updated portfolio data from servicer $3,771,446 Updated portfolio data from servicer $3,300,000 Updated portfolio data from servicer $3,540,000 Updated portfolio data from servicer $3,560,000 Updated portfolio data from servicer & HAFA initial cap $2,300,000 Updated portfolio data from servicer & HPDP initial cap $— Termination of SPA $145,056 Updated portfolio data from servicer $100,000 Updated portfolio data from servicer $230,000 Updated portfolio data from servicer $130,000 Updated portfolio data from servicer & HAFA initial cap $80,000 Updated portfolio data from servicer & HPDP initial cap Adjusted Cap Reason for Adjustment Adjustment Details $34,658 $16,354,747 $49,915 $— Borrower’s Incentive $86,428 $59,601,601 $153,906 $— Lenders/ Investors Incentives $228,911 $121,832,144 $346,986 $— Total Non-GSE Incentive Payments Continued on next page. $107,825 $45,875,796 $143,165 $— Servicers Incentives TARP Incentive Payments TRANSACTION DETAIL I APPENDIX D I OCTOBER 27, 2011 265 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 Purchase Name of Institution Date $6,460,000 N/A $1,090,000 N/A $85,020,000 N/A Financial Instrument for Home Loan Modifications Financial Instrument for Home Loan Modifications Financial Instrument for Home Loan Modifications Pricing Mechanism $860,000 N/A Cap of Incentive Payments on Behalf of Borrowers and to Servicers & Lenders/ Investors (Cap) 1 (CONTINUED) Financial Instrument for Home Loan Modifications Transaction Investment Type Description Servicer Modifying Borrowers’ Loans HAMP TRANSACTION DETAIL, AS OF 9/30/2011 $1,260,000 $2,070,000 12/30/2009 3/26/2010 ($46,200,000) ($28,686,775) ($8,413,225) 7/14/2010 9/30/2010 12/3/2010 12/30/2009 $9,820,000 $26,160,000 9/30/2009 3/26/2010 $580,212 Updated due to quarterly assessment and reallocation ($37,700,000) 6/29/2011 $— Termination of SPA $8,413,225 Updated portfolio data from servicer $37,100,000 Updated portfolio data from servicer $83,300,000 Updated portfolio data from servicer $73,480,000 Updated portfolio data from servicer & HAFA initial cap $47,320,000 Updated portfolio data from servicer & HPDP initial cap $580,220 Updated due to quarterly assessment and reallocation ($8) 3/30/2011 $580,221 Updated portfolio data from servicer $580,222 Updated portfolio data from servicer $400,000 Updated portfolio data from servicer $4,360,000 Updated portfolio data from servicer $2,290,000 Updated portfolio data from servicer & HAFA initial cap $1,030,000 Updated portfolio data from servicer & HPDP initial cap $8,123,095 Updated due to quarterly assessment and reallocation $8,123,110 Updated due to quarterly assessment and reallocation $8,123,112 Updated portfolio data from servicer $8,123,114 Updated portfolio data from servicer $5,600,000 Updated portfolio data from servicer $8,070,000 Updated portfolio data from servicer $5,610,000 Updated portfolio data from servicer & HAFA initial cap 1/6/2011 $180,222 ($60,000) 9/30/2009 9/30/2010 ($15) 6/29/2011 ($3,960,000) ($2) 7/14/2010 ($2) 3/30/2011 $2,523,114 9/30/2010 1/6/2011 ($2,470,000) 3/26/2010 7/14/2010 $680,000 $2,460,000 12/30/2009 $725,273 Updated due to quarterly assessment and reallocation ($1,530,000) 9/30/2009 $4,930,000 Updated portfolio data from servicer & HPDP initial cap $725,277 Updated due to quarterly assessment and reallocation ($4) 6/29/2011 $725,278 Updated portfolio data from servicer $600,000 Updated portfolio data from servicer $780,000 Updated portfolio data from servicer $7,120,000 Updated portfolio data from servicer & HAFA initial cap $370,000 Updated portfolio data from servicer & HPDP initial cap Adjusted Cap Reason for Adjustment 3/30/2011 $125,278 9/30/2010 3/26/2010 ($180,000) ($6,340,000) 12/30/2009 7/14/2010 ($490,000) $6,750,000 9/30/2009 Cap Adjustment Amount Adjustment Note Date Adjustment Details $— $— $259,069 $14,500 Borrower’s Incentive $— $— $682,180 $46,992 Lenders/ Investors Incentives $— $— $1,604,732 $96,492 Total Non-GSE Incentive Payments Continued on next page. $— $— $663,483 $35,000 Servicers Incentives TARP Incentive Payments 266 APPENDIX D I TRANSACTION DETAIL I OCTOBER 27, 2011 Purchase Purchase Purchase Name of Institution J.P. Morgan Chase Bank, NA, Lewisville, TX EMC Mortgage Corporation, Lewisville, TX Lake City Bank, Warsaw, IN Date 7/31/2009 7/31/2009 8/5/2009 $707,380,000 N/A $420,000 N/A Financial Instrument for Home Loan Modifications Financial Instrument for Home Loan Modifications Pricing Mechanism $2,699,720,000 N/A Cap of Incentive Payments on Behalf of Borrowers and to Servicers & Lenders/ Investors (Cap) 1 (CONTINUED) Financial Instrument for Home Loan Modifications Transaction Investment Type Description Servicer Modifying Borrowers’ Loans HAMP TRANSACTION DETAIL, AS OF 9/30/2011 ($1,934,230,000) $72,400,000 $215,625,536 3/26/2010 7/14/2010 9/30/2010 9/30/2010 $90,111 ($3) ($350,000) 12/30/2009 6/29/2011 $180,000 9/30/2009 9/30/2010 ($600,000) 7/14/2011 ($70,000) ($8,728) 6/29/2011 7/14/2010 ($122,900,000) 5/13/2011 $20,000 ($925) 3/30/2011 3/26/2010 ($4,000,000) 3/16/2011 ($802) ($900,000) 2/16/2011 1/6/2011 ($4,400,000) ($8,006,457) 9/30/2010 12/15/2010 $13,100,000 9/30/2010 ($100,000) ($630,000) 7/16/2010 10/15/2010 ($392,140,000) ($10,000) 9/30/2009 ($134,560,000) ($100,000) 9/15/2011 7/14/2010 ($400,000) 8/16/2011 3/26/2010 $600,000 7/14/2011 $502,430,000 ($34,606) 6/29/2011 12/30/2009 ($200,000) $122,700,000 5/13/2011 ($3,999) 3/30/2011 4/13/2011 ($100,000) 3/16/2011 ($3,636) $1,006,580,000 12/30/2009 1/6/2011 ($14,850,000) $1,178,180,000 9/30/2009 Cap Adjustment Amount Adjustment Note Date Initial FHA-HAMP cap, Initial FHA-2LP cap, and initial RD-HAMP $290,108 Updated due to quarterly assessment and reallocation $290,111 Updated portfolio data from servicer $200,000 Updated portfolio data from servicer $270,000 Updated portfolio data from servicer $250,000 Updated portfolio data from servicer & HAFA initial cap $600,000 Updated portfolio data from servicer & HPDP initial cap $554,653,088 Transfer of cap due to servicing transfer $555,253,088 Updated due to quarterly assessment and reallocation $555,261,816 Transfer of cap due to servicing transfer $678,161,816 Updated due to quarterly assessment and reallocation $678,162,741 Transfer of cap due to servicing transfer $682,162,741 Transfer of cap due to servicing transfer $683,062,741 Updated portfolio data from servicer $683,063,543 Updated portfolio data from servicer $687,463,543 Transfer of cap due to servicing transfer $687,563,543 Updated portfolio data from servicer $695,570,000 Initial FHA-HAMP cap and initial FHA-2LP cap $682,470,000 Transfer of cap to Saxon Mortgage Services, Inc. $683,100,000 Updated portfolio data from servicer $1,075,240,000 Updated portfolio data from servicer & 2MP initial cap $1,209,800,000 Updated portfolio data from servicer & HAFA initial cap $707,370,000 Updated portfolio data from servicer & HPDP initial cap $3,345,883,295 Transfer of cap due to servicing transfer $3,345,983,295 Transfer of cap due to servicing transfer $3,346,383,295 Transfer of cap due to servicing transfer $3,345,783,295 Updated due to quarterly assessment and reallocation $3,345,817,901 Transfer of cap due to servicing transfer $3,223,117,901 Transfer of cap due to servicing transfer $3,223,317,901 Updated due to quarterly assessment and reallocation $3,223,321,900 Transfer of cap due to servicing transfer $3,223,421,900 Updated portfolio data from servicer $3,223,425,536 Updated portfolio data from servicer $3,007,800,000 $2,935,400,000 Updated portfolio data from servicer $4,869,630,000 Updated portfolio data from servicer & 2MP initial cap $3,863,050,000 Updated portfolio data from servicer & HAFA initial cap $2,684,870,000 Updated portfolio data from servicer & HPDP initial cap Adjusted Cap Reason for Adjustment Adjustment Details $1,668 $7,569,459 $65,897,844 Borrower’s Incentive $1,834 $11,592,937 $94,125,292 Lenders/ Investors Incentives $10,413 $35,441,779 $245,894,300 Total Non-GSE Incentive Payments Continued on next page. $6,911 $16,279,383 $85,871,164 Servicers Incentives TARP Incentive Payments TRANSACTION DETAIL I APPENDIX D I OCTOBER 27, 2011 267 Purchase Purchase Name of Institution Oakland Municipal Credit Union, Oakland, CA HomEq Servicing, North Highlands, CA Date 8/5/2009 8/5/2009 $674,000,000 N/A Financial Instrument for Home Loan Modifications Pricing Mechanism $140,000 N/A Cap of Incentive Payments on Behalf of Borrowers and to Servicers & Lenders/ Investors (Cap) 1 (CONTINUED) Financial Instrument for Home Loan Modifications Transaction Investment Type Description Servicer Modifying Borrowers’ Loans HAMP TRANSACTION DETAIL, AS OF 9/30/2011 $170,000 ($10,000) 3/26/2010 7/14/2010 12 $210,000 12/30/2009 ($653) ($6,168) 3/30/2011 6/29/2011 ($549) ($900,000) 2/16/2011 1/6/2011 ($22,200,000) 12/15/2010 $38,626,728 9/30/2010 ($170,800,000) ($189,040,000) 7/14/2010 10/15/2010 ($36,290,000) 9/30/2009 $199,320,000 ($121,190,000) 7/22/2011 3/26/2010 ($515,201) 6/29/2011 12/30/2009 $525,276 Transfer of cap due to servicing transfer ($7) 4/13/2011 $371,519,358 Updated due to quarterly assessment and reallocation $371,525,526 Updated due to quarterly assessment and reallocation $371,526,179 Transfer of cap due to servicing transfer $372,426,179 Updated portfolio data from servicer $372,426,728 Updated portfolio data from servicer $394,626,728 Transfer of cap due to servicing transfer $565,426,728 Updated portfolio data from servicer $526,800,000 Updated portfolio data from servicer $715,840,000 Updated portfolio data from servicer $516,520,000 Updated portfolio data from servicer & HAFA initial cap $552,810,000 Updated portfolio data from servicer & HPDP initial cap $10,068 Termination of SPA $525,269 Updated due to quarterly assessment and reallocation $725,276 Updated due to quarterly assessment and reallocation ($200,000) 3/30/2011 $725,277 Updated portfolio data from servicer $725,278 Updated portfolio data from servicer $800,000 Updated portfolio data from servicer $810,000 Updated portfolio data from servicer $640,000 Updated portfolio data from servicer & HAFA initial cap $430,000 Updated portfolio data from servicer & HPDP initial cap Adjusted Cap Reason for Adjustment 1/6/2011 ($74,722) $290,000 9/30/2009 9/30/2010 Cap Adjustment Amount Adjustment Note Date Adjustment Details $— $— Borrower’s Incentive $3,036,319 $3,568 Lenders/ Investors Incentives $8,308,819 $10,068 Total Non-GSE Incentive Payments Continued on next page. $5,272,500 $6,500 Servicers Incentives TARP Incentive Payments 268 APPENDIX D I TRANSACTION DETAIL I OCTOBER 27, 2011 Name of Institution Litton Loan Servicing LP, Houston, TX Date 8/12/2009 Purchase Financial Instrument for Home Loan Modifications Transaction Investment Type Description Servicer Modifying Borrowers’ Loans Pricing Mechanism (CONTINUED) $774,900,000 N/A Cap of Incentive Payments on Behalf of Borrowers and to Servicers & Lenders/ Investors (Cap) 1 HAMP TRANSACTION DETAIL, AS OF 9/30/2011 $275,370,000 $278,910,000 ($474,730,000) ($700,000) ($1,000,000) ($115,017,236) 12/30/2009 3/26/2010 7/14/2010 8/13/2010 9/15/2010 9/30/2010 $8,800,000 ($1,470) ($3,300,000) ($300,000) ($700,000) ($13,097) ($200,000) ($2,900,000) 3/30/2011 4/13/2011 5/13/2011 6/16/2011 6/29/2011 7/14/2011 9/15/2011 ($1,286) $800,000 3/16/2011 1/6/2011 12/15/2010 ($800,000) $313,050,000 9/30/2009 10/15/2010 Cap Adjustment Amount Adjustment Note Date $1,052,166,911 Transfer of cap due to servicing transfer $1,055,066,911 Transfer of cap due to servicing transfer $1,055,266,911 Updated due to quarterly assessment and reallocation $1,055,280,008 Transfer of cap due to servicing transfer $1,055,980,008 Transfer of cap due to servicing transfer $1,056,280,008 Transfer of cap due to servicing transfer $1,059,580,008 Updated due to quarterly assessment and reallocation $1,059,581,478 Transfer of cap due to servicing transfer $1,050,781,478 Updated portfolio data from servicer $1,050,782,764 Updated portfolio data from servicer $1,049,982,764 Transfer of cap due to servicing transfer $1,050,782,764 Updated portfolio data from servicer $1,165,800,000 Transfer of cap to due to servicing transfer $1,166,800,000 Transfer of cap to due to servicing transfer $1,167,500,000 Updated portfolio data from servicer $1,642,230,000 Updated portfolio data from servicer $1,363,320,000 Updated portfolio data from servicer & HAFA initial cap $1,087,950,000 Updated portfolio data from servicer & HPDP initial cap Adjusted Cap Reason for Adjustment Adjustment Details $10,443,968 Borrower’s Incentive $27,386,531 Lenders/ Investors Incentives $60,666,540 Total Non-GSE Incentive Payments Continued on next page. $22,836,042 Servicers Incentives TARP Incentive Payments TRANSACTION DETAIL I APPENDIX D I OCTOBER 27, 2011 269 Name of Institution PennyMac Loan Services, LLC, Calasbasa, CA Date 8/12/2009 Purchase Financial Instrument for Home Loan Modifications Transaction Investment Type Description Servicer Modifying Borrowers’ Loans Pricing Mechanism (CONTINUED) $6,210,000 N/A Cap of Incentive Payments on Behalf of Borrowers and to Servicers & Lenders/ Investors (Cap) 1 HAMP TRANSACTION DETAIL, AS OF 9/30/2011 $2,710,000 ($18,020,000) $6,680,000 $2,600,000 ($100,000) $200,000 ($1,423,197) 3/26/2010 6/16/2010 7/14/2010 7/16/2010 8/13/2010 9/15/2010 9/30/2010 9/30/2010 $4,100,000 ($100,000) $4,000,000 ($94) ($100,000) $5,800,000 $600,000 ($812) $2,500,000 $2,800,000 2/16/2011 3/16/2011 3/30/2011 4/13/2011 5/13/2011 6/16/2011 6/29/2011 7/14/2011 9/15/2011 ($72) ($100,000) 1/13/2011 1/6/2011 12/15/2010 $1,400,000 $23,200,000 12/30/2009 11/16/2010 ($1,200,000) $30,800,000 9/30/2009 Cap Adjustment Amount Adjustment Note Date Transfer of cap from CitiMortgage, Inc. due to servicing transfer Transfer of cap from CitiMortgage, Inc. due to servicing transfer $72,555,825 Transfer of cap due to servicing transfer $69,755,825 Transfer of cap due to servicing transfer $67,255,825 Updated due to quarterly assessment and reallocation $67,256,637 Transfer of cap due to servicing transfer $66,656,637 Transfer of cap due to servicing transfer $60,856,637 Transfer of cap due to servicing transfer $60,956,637 Updated due to quarterly assessment and reallocation $60,956,731 Transfer of cap due to servicing transfer $56,956,731 Transfer of cap due to servicing transfer $57,056,731 Transfer of cap due to servicing transfer $52,956,731 Updated portfolio data from servicer $52,956,803 Updated portfolio data from servicer $53,056,803 Transfer of cap due to servicing transfer $51,656,803 Updated portfolio data from servicer $53,080,000 Initial FHA-HAMP cap and 2MP initial cap $52,880,000 Transfer of cap to due to servicing transfer $52,980,000 Transfer of cap to due to servicing transfer $50,380,000 $43,700,000 Updated portfolio data from servicer $61,720,000 $59,010,000 Updated portfolio data from servicer $35,810,000 Updated portfolio data from servicer & HAFA initial cap $5,010,000 Updated portfolio data from servicer & HPDP initial cap Adjusted Cap Reason for Adjustment Adjustment Details $682,130 Borrower’s Incentive $1,157,014 Lenders/ Investors Incentives $3,213,792 Total Non-GSE Incentive Payments Continued on next page. $1,374,648 Servicers Incentives TARP Incentive Payments 270 APPENDIX D I TRANSACTION DETAIL I OCTOBER 27, 2011 Purchase Purchase Purchase Name of Institution Servis One, Inc., Titusville, PA OneWest Bank, Pasadena, CA Stanford Federal Credit Union, Palo Alto, CA Date 8/12/2009 8/28/2009 8/28/2009 $668,440,000 N/A $300,000 N/A Financial Instrument for Home Loan Modifications Financial Instrument for Home Loan Modifications Pricing Mechanism $29,730,000 N/A Cap of Incentive Payments on Behalf of Borrowers and to Servicers & Lenders/ Investors (Cap) 1 (CONTINUED) Financial Instrument for Home Loan Modifications Transaction Investment Type Description Servicer Modifying Borrowers’ Loans HAMP TRANSACTION DETAIL, AS OF 9/30/2011 $100,000 $16,755,064 9/30/2010 9/30/2010 $1,500,000 $1,000,000 $100,000 ($534) $700,000 ($600,000) $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 8/16/2011 9/15/2011 10/2/2009 12/30/2009 3/26/2010 7/14/2010 ($24,616) $70,000 6/29/2011 10/2/2009 $350,000 ($1,900,000) ($1,209,889) ($290,111) 3/26/2010 7/14/2010 9/30/2010 3/23/2010 $2,680,000 ($2,674) 3/30/2011 12/30/2009 ($2,282) 1/6/2011 ($51,741,163) ($52) 3/30/2011 9/30/2010 $2,200,000 3/16/2011 $5,500,000 $100,000 9/30/2010 $300,000 2/16/2011 ($40) $100,000 1/13/2011 1/6/2011 12/15/2010 $100,000 $100,000 9/15/2010 10/15/2010 $850,000 ($850,000) $230,000 4/19/2010 7/14/2010 $4,330,000 3/26/2010 5/19/2010 $520,000 ($25,510,000) 9/30/2009 12/30/2009 Cap Adjustment Amount Adjustment Note Date Transfer of cap from CitiMortgage, Inc. due to servicing transfer $— Termination of SPA $290,111 Updated portfolio data from servicer $1,500,000 Updated portfolio data from servicer $3,400,000 Updated portfolio data from servicer $3,050,000 Updated portfolio data from servicer & HAFA initial cap $370,000 HPDP initial cap $1,836,229,265 Updated due to quarterly assessment and reallocation $1,836,253,881 Updated due to quarterly assessment and reallocation $1,836,256,555 Updated portfolio data from servicer $1,836,258,837 Updated portfolio data from servicer $1,888,000,000 2MP initial cap $1,882,500,000 Updated portfolio data from servicer $2,291,350,000 Updated portfolio data from servicer $2,170,170,000 Updated portfolio data from servicer & HAFA initial cap $814,240,000 HPDP initial cap $31,754,438 Transfer of cap due to servicing transfer $32,354,438 Transfer of cap due to servicing transfer $31,654,438 Updated due to quarterly assessment and reallocation $31,654,972 Transfer of cap due to servicing transfer $31,554,972 Transfer of cap due to servicing transfer $30,554,972 Transfer of cap due to servicing transfer $29,054,972 Updated due to quarterly assessment and reallocation $29,055,024 Transfer of cap due to servicing transfer $26,855,024 Transfer of cap due to servicing transfer $26,755,024 Transfer of cap due to servicing transfer $26,455,024 Updated portfolio data from servicer $26,455,064 Updated portfolio data from servicer $26,355,064 Transfer of cap due to servicing transfer $26,255,064 Updated portfolio data from servicer $9,500,000 Initial FHA-HAMP cap $9,400,000 Transfer of cap to due to servicing transfer $9,300,000 Updated portfolio data from servicer $10,150,000 Initial 2MP cap $9,300,000 $9,070,000 Updated portfolio data from servicer $4,740,000 Updated portfolio data from servicer & HAFA initial cap $4,220,000 Updated portfolio data from servicer & HPDP initial cap Adjusted Cap Reason for Adjustment Adjustment Details $11,532,073 $4,000 Borrower’s Incentive $43,269,786 $18,817 Lenders/ Investors Incentives $82,329,941 $52,317 Total Non-GSE Incentive Payments Continued on next page. $27,528,082 $29,500 Servicers Incentives TARP Incentive Payments TRANSACTION DETAIL I APPENDIX D I OCTOBER 27, 2011 271 Name of Institution RoundPoint Mortgage Servicing Corporation, Charlotte, NC Horicon Bank, Horicon, WI Vantium Capital, Inc.dba Acqura Loan Services, Plano, TX Date 8/28/2009 9/2/2009 9/2/2009 as amended on 8/27/2010 Purchase Purchase Purchase Financial Instrument for Home Loan Modifications $6,000,000 N/A $560,000 N/A Financial Instrument for Home Loan Modifications Pricing Mechanism $570,000 N/A Cap of Incentive Payments on Behalf of Borrowers and to Servicers & Lenders/ Investors (Cap) 1 (CONTINUED) Financial Instrument for Home Loan Modifications Transaction Investment Type Description Servicer Modifying Borrowers’ Loans HAMP TRANSACTION DETAIL, AS OF 9/30/2011 10 $8,300,000 3/26/2010 7/14/2010 $800,000 11/16/2010 $700,000 $1,800,000 ($19) $300,000 ($189) $300,000 $100,000 2/16/2011 3/30/2011 4/13/2011 6/29/2011 8/16/2011 9/15/2011 ($17) 1/13/2011 1/6/2011 $2,700,000 $117,764 9/30/2010 12/15/2010 $4,700,000 9/15/2010 ($3,390,000) 12/30/2009 ($730,000) $1,310,000 10/2/2009 7/14/2010 ($3) 6/29/2011 $410,000 ($9,889) 3/26/2010 $100,000 ($1,680,000) 3/26/2010 9/30/2010 $1,040,000 12/30/2009 9/30/2010 $130,000 10/2/2009 ($1,110,000) ($232) 6/29/2011 7/14/2010 $— 4/13/2011 $1,260,000 ($25) 5/12/2010 ($400,000) 3/30/2011 ($22) 3/16/2011 1/6/2011 $5,301,172 $2,110,000 12/30/2009 9/30/2010 $130,000 ($310,000) 10/2/2009 Cap Adjustment Amount Adjustment Note Date $15,117,539 Transfer of cap due to servicing transfer $15,017,539 Transfer of cap due to servicing transfer $14,717,539 Updated due to quarterly assessment and reallocation $14,717,728 Transfer of cap due to servicing transfer $14,417,728 Updated due to quarterly assessment and reallocation $14,417,747 Transfer of cap due to servicing transfer $12,617,747 Transfer of cap due to servicing transfer $11,917,747 Updated portfolio data from servicer $11,917,764 Updated portfolio data from servicer $9,217,764 Transfer of cap due to servicing transfer $8,417,764 Updated portfolio data from servicer $8,300,000 Transfer of cap due to servicing transfer $3,600,000 Updated portfolio data from servicer $4,330,000 Updated portfolio data from servicer $3,920,000 Updated portfolio data from servicer & HAFA initial cap $7,310,000 HPDP initial cap $290,108 Updated due to quarterly assessment and reallocation $290,111 Updated portfolio data from servicer $300,000 Initial RD-HAMP $200,000 Updated portfolio data from servicer $1,310,000 Updated portfolio data from servicer $50,000 Updated portfolio data from servicer $1,730,000 Updated portfolio data from servicer & HAFA initial cap $690,000 HPDP initial cap $15,700,893 Updated due to quarterly assessment and reallocation $15,701,125 Transfer of cap due to servicing transfer $15,701,125 Updated due to quarterly assessment and reallocation $15,701,150 Transfer of cap due to servicing transfer $16,101,150 Updated portfolio data from servicer $16,101,172 Updated portfolio data from servicer $10,800,000 Updated portfolio data from servicer $2,500,000 Updated portfolio data from servicer $390,000 Updated portfolio data from servicer & HAFA initial cap $700,000 HPDP initial cap Adjusted Cap Reason for Adjustment Adjustment Details $66,171 $2,515 $47,122 Borrower’s Incentive $118,990 $6,076 $126,971 Lenders/ Investors Incentives $258,215 $14,161 $311,590 Total Non-GSE Incentive Payments Continued on next page. $73,055 $5,570 $137,496 Servicers Incentives TARP Incentive Payments 272 APPENDIX D I TRANSACTION DETAIL I OCTOBER 27, 2011 Purchase Purchase Purchase Purchase Purchase Name of Institution Central Florida Educators Federal Credit Union, Lake Mary, FL U.S. Bank National Association, Owensboro, KY CUC Mortgage Corporation, Albany, NY ORNL Federal Credit Union, Oak Ridge, TN Allstate Mortgage Loans & Investments, Inc., Ocala, FL Date 9/9/2009 9/9/2009 9/9/2009 9/11/2009 9/11/2009 $114,220,000 N/A $4,350,000 N/A $2,070,000 N/A $250,000 N/A Financial Instrument for Home Loan Modifications Financial Instrument for Home Loan Modifications Financial Instrument for Home Loan Modifications Financial Instrument for Home Loan Modifications Pricing Mechanism $1,250,000 N/A Cap of Incentive Payments on Behalf of Borrowers and to Servicers & Lenders/ Investors (Cap) 1 (CONTINUED) Financial Instrument for Home Loan Modifications Transaction Investment Type Description Servicer Modifying Borrowers’ Loans HAMP TRANSACTION DETAIL, AS OF 9/30/2011 $5,700,000 $740,000 12/30/2009 3/26/2010 $2,730,000 $13,280,000 12/30/2009 3/26/2010 $45,056 6/29/2011 9/30/2010 ($80,000) 12/30/2009 ($410,000) $60,000 10/2/2009 7/14/2010 ($115) 6/29/2011 $280,000 ($12) 3/30/2011 3/26/2010 ($10) 1/6/2011 $1,817,613 $460,000 10/2/2009 9/30/2010 ($52) 6/29/2011 ($13,540,000) ($6) 3/30/2011 7/14/2010 ($5) 1/6/2011 ($6,673,610) $950,000 10/2/2009 9/30/2010 ($1,431) 6/29/2011 ($1,440,000) ($172) 3/30/2011 7/14/2010 ($160) 1/6/2011 $36,574,444 3/26/2010 9/30/2010 $41,830,000 12/30/2009 ($85,780,000) $49,410,000 10/2/2009 7/14/2010 $870,327 Updated due to quarterly assessment and reallocation $24,920,000 6/29/2011 $145,055 Updated due to quarterly assessment and reallocation $145,056 Updated portfolio data from servicer $100,000 Updated portfolio data from servicer $510,000 Updated portfolio data from servicer $230,000 Updated portfolio data from servicer & HAFA initial cap $310,000 HPDP initial cap $6,817,476 Updated due to quarterly assessment and reallocation $6,817,591 Updated due to quarterly assessment and reallocation $6,817,603 Updated portfolio data from servicer $6,817,613 Updated portfolio data from servicer $5,000,000 Updated portfolio data from servicer $18,540,000 Updated portfolio data from servicer $5,260,000 Updated portfolio data from servicer & HAFA initial cap $2,530,000 HPDP initial cap $3,626,327 Updated due to quarterly assessment and reallocation $3,626,379 Updated due to quarterly assessment and reallocation $3,626,385 Updated portfolio data from servicer $3,626,390 Updated portfolio data from servicer $10,300,000 Updated portfolio data from servicer $11,740,000 Updated portfolio data from servicer $11,000,000 Updated portfolio data from servicer & HAFA initial cap $5,300,000 HPDP initial cap $181,172,681 Updated due to quarterly assessment and reallocation $181,174,112 Updated due to quarterly assessment and reallocation $181,174,284 Updated portfolio data from servicer $181,174,444 Updated portfolio data from servicer $144,600,000 Updated portfolio data from servicer $230,380,000 Updated portfolio data from servicer $188,550,000 Updated portfolio data from servicer & HAFA initial cap $139,140,000 HPDP initial cap $870,332 Updated due to quarterly assessment and reallocation ($5) 3/30/2011 $870,333 Updated portfolio data from servicer $870,334 Updated portfolio data from servicer $600,000 Updated portfolio data from servicer $900,000 Updated portfolio data from servicer $780,000 Updated portfolio data from servicer & HAFA initial cap $1,530,000 HPDP initial cap Adjusted Cap Reason for Adjustment 1/6/2011 $270,334 9/30/2010 3/26/2010 ($300,000) $120,000 12/30/2009 7/14/2010 $280,000 ($750,000) 10/2/2009 Cap Adjustment Amount Adjustment Note Date Adjustment Details $1,623 $2,000 $11,881 $2,751,393 $22,506 Borrower’s Incentive $5,899 $1,450 $44,402 $9,355,035 $45,890 Lenders/ Investors Incentives $12,145 $7,450 $97,133 $20,572,451 $128,861 Total Non-GSE Incentive Payments Continued on next page. $4,623 $4,000 $40,849 $8,466,023 $60,465 Servicers Incentives TARP Incentive Payments TRANSACTION DETAIL I APPENDIX D I OCTOBER 27, 2011 273 Purchase Purchase Purchase Purchase Name of Institution Metropolitan National Bank, Little Rock, AR Franklin Credit Management Corporation, Jersey City, NJ Bay Federal Credit Union, Capitola, CA AMS Servicing, LLC, Buffalo, NY Date 9/11/2009 9/11/2009 9/16/2009 9/23/2009 $27,510,000 N/A $410,000 N/A $4,390,000 N/A Financial Instrument for Home Loan Modifications Financial Instrument for Home Loan Modifications Financial Instrument for Home Loan Modifications Pricing Mechanism $280,000 N/A Cap of Incentive Payments on Behalf of Borrowers and to Servicers & Lenders/ Investors (Cap) 1 (CONTINUED) Financial Instrument for Home Loan Modifications Transaction Investment Type Description Servicer Modifying Borrowers’ Loans HAMP TRANSACTION DETAIL, AS OF 9/30/2011 $35,167 ($435,166) $6,010,000 1/26/2011 10/2/2009 ($2,390,000) 7/14/2010 $580,222 Updated portfolio data from servicer $2,000,000 Updated portfolio data from servicer $323,114 9/30/2010 ($16) $200,000 $100,000 ($153) $100,000 3/30/2011 4/13/2011 5/13/2011 6/29/2011 9/15/2011 $600,000 3/16/2011 ($12) $5,310,000 7/14/2010 1/6/2011 $230,000 3/26/2010 ($3,090,000) 10/2/2009 12/30/2009 $580,212 Updated due to quarterly assessment and reallocation $960,000 6/29/2011 $9,122,933 Transfer of cap due to servicing transfer $9,022,933 Updated due to quarterly assessment and reallocation $9,023,086 Transfer of cap due to servicing transfer $8,923,086 Transfer of cap due to servicing transfer $8,723,086 Updated due to quarterly assessment and reallocation $8,723,102 Transfer of cap due to servicing transfer $8,123,102 Updated portfolio data from servicer $8,123,114 Updated portfolio data from servicer $7,800,000 Updated portfolio data from servicer $2,490,000 Updated portfolio data from servicer $2,260,000 Updated portfolio data from servicer & HAFA initial cap $5,350,000 HPDP initial cap $580,220 Updated due to quarterly assessment and reallocation ($8) 3/30/2011 $580,221 Updated portfolio data from servicer ($1,419,778) 9/30/2010 $2,120,000 Updated portfolio data from servicer $1,960,000 Updated portfolio data from servicer & HAFA initial cap $500,000 HPDP initial cap $7,773,600 Updated due to quarterly assessment and reallocation $7,773,661 Updated due to quarterly assessment and reallocation $7,773,667 Transfer of cap due to servicing transfer $9,573,667 Updated portfolio data from servicer $9,573,670 Updated portfolio data from servicer $6,600,000 Updated portfolio data from servicer $8,990,000 Updated portfolio data from servicer $13,770,000 Updated portfolio data from servicer & HAFA initial cap $33,520,000 HPDP initial cap $— Termination of SPA $435,166 Updated portfolio data from servicer $435,167 Updated portfolio data from servicer $400,000 Updated portfolio data from servicer $1,070,000 Updated portfolio data from servicer $970,000 Updated portfolio data from servicer & HAFA initial cap $350,000 HPDP initial cap Adjusted Cap Reason for Adjustment 1/6/2011 ($120,000) 7/14/2010 $160,000 $90,000 10/2/2009 3/26/2010 ($61) 6/29/2011 $1,460,000 ($6) 12/30/2009 ($1,800,000) 3/30/2011 ($3) 2/16/2011 1/6/2011 $2,973,670 ($4,780,000) 3/26/2010 9/30/2010 ($19,750,000) 12/30/2009 1/6/2011 ($670,000) 3/26/2010 9/30/2010 $100,000 12/30/2009 7/14/2010 $70,000 $620,000 10/2/2009 Cap Adjustment Amount Adjustment Note Date Adjustment Details $— $— $169,131 $— Borrower’s Incentive $— $— $339,668 $— Lenders/ Investors Incentives $— $— $1,007,613 $— Total Non-GSE Incentive Payments Continued on next page. $— $— $498,814 $— Servicers Incentives TARP Incentive Payments 274 APPENDIX D I TRANSACTION DETAIL I OCTOBER 27, 2011 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 Purchase Purchase Name of Institution Date $230,000 N/A $30,000 N/A $240,000 N/A $440,000 N/A Financial Instrument for Home Loan Modifications Financial Instrument for Home Loan Modifications Financial Instrument for Home Loan Modifications Financial Instrument for Home Loan Modifications Pricing Mechanism $390,000 N/A Cap of Incentive Payments on Behalf of Borrowers and to Servicers & Lenders/ Investors (Cap) 1 (CONTINUED) Financial Instrument for Home Loan Modifications Transaction Investment Type Description Servicer Modifying Borrowers’ Loans HAMP TRANSACTION DETAIL, AS OF 9/30/2011 $45,056 ($70,000) ($54,944) 7/14/2010 9/30/2010 6/29/2011 ($290,000) $20,000 12/30/2009 3/26/2010 $435,162 Updated due to quarterly assessment and reallocation $100,000 10/2/2009 $145,055 Updated due to quarterly assessment and reallocation $145,056 Updated portfolio data from servicer $200,000 Updated portfolio data from servicer $270,000 Updated portfolio data from servicer $560,000 Updated portfolio data from servicer & HAFA initial cap $540,000 HPDP initial cap $435,166 Updated portfolio data from servicer ($4) $435,167 Updated portfolio data from servicer $200,000 Updated portfolio data from servicer 6/29/2011 $235,167 $2,010,000 Updated portfolio data from servicer $650,000 Updated portfolio data from servicer & HAFA initial cap $300,000 HPDP initial cap $— Termination of SPA $145,056 Updated portfolio data from servicer $100,000 Updated portfolio data from servicer $170,000 Updated portfolio data from servicer $160,000 Updated portfolio data from servicer & HAFA initial cap $40,000 HPDP initial cap $290,108 Updated due to quarterly assessment and reallocation $290,111 Updated portfolio data from servicer $300,000 Updated portfolio data from servicer $410,000 Updated portfolio data from servicer $280,000 Updated portfolio data from servicer & HAFA initial cap $290,000 HPDP initial cap $1,450,530 Updated due to quarterly assessment and reallocation $1,450,552 Updated due to quarterly assessment and reallocation $1,450,554 Updated portfolio data from servicer $1,450,556 Updated portfolio data from servicer $300,000 Updated portfolio data from servicer $440,000 Updated portfolio data from servicer $1,420,000 Updated portfolio data from servicer & HAFA initial cap $480,000 HPDP initial cap Adjusted Cap Reason for Adjustment 1/6/2011 ($1,810,000) 3/26/2010 9/30/2010 $350,000 $1,360,000 12/30/2009 7/14/2010 $60,000 10/2/2009 ($145,056) 9/30/2010 10/29/2010 $10,000 $120,000 12/30/2009 ($70,000) $10,000 10/2/2009 7/14/2010 ($3) 6/29/2011 3/26/2010 ($9,889) 9/30/2010 ($10,000) 12/30/2009 $130,000 $60,000 10/2/2009 ($110,000) ($22) 6/29/2011 7/14/2010 ($2) 3/30/2011 3/26/2010 ($2) 1/6/2011 $1,150,556 9/30/2010 3/26/2010 ($140,000) ($980,000) 12/30/2009 7/14/2010 $90,000 $940,000 10/2/2009 Cap Adjustment Amount Adjustment Note Date Adjustment Details $— $2,000 $— $2,000 $4,833 Borrower’s Incentive $— $5,236 $— $2,018 $21,460 Lenders/ Investors Incentives $— $22,236 $— $8,018 $42,794 Total Non-GSE Incentive Payments Continued on next page. $— $15,000 $— $4,000 $16,500 Servicers Incentives TARP Incentive Payments TRANSACTION DETAIL I APPENDIX D I OCTOBER 27, 2011 275 Purchase Purchase IC Federal Credit Union, Fitchburg, MA 10/23/2009 Harleysville National 10/28/2009 Bank & Trust Company, Harleysville, PA United Bank Mortgage 10/21/2009 Corporation, Grand Rapids, MI Purchase Purchase Mortgage Clearing Corporation, Tulsa, OK 10/14/2009 Bank United, Miami Lakes, FL Purchase Great Lakes Credit Union, North Chicago, IL 10/14/2009 10/23/2009 Purchase Name of Institution Date $4,860,000 N/A $410,000 N/A $93,660,000 N/A $760,000 N/A $1,070,000 N/A 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 Pricing Mechanism $570,000 N/A Cap of Incentive Payments on Behalf of Borrowers and to Servicers & Lenders/ Investors (Cap) 1 (CONTINUED) Financial Instrument for Home Loan Modifications Transaction Investment Type Description Servicer Modifying Borrowers’ Loans HAMP TRANSACTION DETAIL, AS OF 9/30/2011 ($880,000) ($320,000) 3/26/2010 7/14/2010 7/14/2010 3/26/2010 7/14/2010 ($760,000) $2,630,000 3/26/2010 5/12/2010 ($40) 6/29/2011 ($1,070,000) ($4) 3/30/2011 4/21/2010 ($4) 1/6/2011 $565,945 $40,000 1/22/2010 ($770,000) ($773) 6/29/2011 9/30/2010 ($88) 7/14/2010 ($9,900,000) 3/30/2011 ($77) 3/16/2011 1/6/2011 $1,751,033 $23,880,000 ($16,610,000) 1/22/2010 9/30/2010 $580,215 Updated due to quarterly assessment and reallocation $4,370,000 6/29/2011 $— Termination of SPA $2,465,897 Updated due to quarterly assessment and reallocation $2,465,937 Updated due to quarterly assessment and reallocation $2,465,941 Updated portfolio data from servicer $2,465,945 Updated portfolio data from servicer $1,900,000 Updated portfolio data from servicer $2,670,000 Updated portfolio data from servicer $40,000 Updated portfolio data from servicer $800,000 Updated HPDP cap & HAFA initial cap $97,150,095 Updated due to quarterly assessment and reallocation $97,150,868 Updated due to quarterly assessment and reallocation $97,150,956 Transfer of cap due to servicing transfer $107,050,956 Updated portfolio data from servicer $107,051,033 Updated portfolio data from servicer $105,300,000 Updated portfolio data from servicer $121,910,000 Updated portfolio data from servicer $98,030,000 Updated HPDP cap & HAFA initial cap $580,220 Updated due to quarterly assessment and reallocation ($5) 3/30/2011 $580,221 Updated portfolio data from servicer $580,222 Updated portfolio data from servicer $400,000 Updated portfolio data from servicer $830,000 Updated portfolio data from servicer $430,000 Updated HPDP cap & HAFA initial cap $— Termination of SPA $145,056 Updated portfolio data from servicer $100,000 Updated portfolio data from servicer $360,000 Updated portfolio data from servicer 1/6/2011 $180,222 $400,000 ($430,000) 3/26/2010 9/30/2010 $20,000 1/22/2010 ($145,056) $45,056 9/30/2010 3/9/2011 ($260,000) ($1,600,000) 7/14/2010 3/26/2010 $1,960,000 Updated portfolio data from servicer & HAFA initial cap $580,212 Updated due to quarterly assessment and reallocation ($2,900,000) 6/29/2011 12/30/2009 $580,220 Updated due to quarterly assessment and reallocation 3/30/2011 ($8) $580,221 Updated portfolio data from servicer $580,222 Updated portfolio data from servicer $400,000 Updated portfolio data from servicer $720,000 Updated portfolio data from servicer $1,600,000 Updated portfolio data from servicer & HAFA initial cap Adjusted Cap Reason for Adjustment 1/6/2011 $180,222 $1,030,000 12/30/2009 9/30/2010 Cap Adjustment Amount Adjustment Note Date Adjustment Details $— $4,667 $1,811,295 $14,468 $— $3,917 Borrower’s Incentive $— $10,534 $6,337,502 $30,509 $— $4,461 Lenders/ Investors Incentives $— $27,201 $12,896,921 $79,067 $— $12,878 Total Non-GSE Incentive Payments Continued on next page. $— $12,000 $4,748,124 $34,090 $— $4,500 Servicers Incentives TARP Incentive Payments 276 APPENDIX D I TRANSACTION DETAIL I OCTOBER 27, 2011 Name of Institution Purchase Purchase Purchase Purchase DuPage Credit Union, Naperville, IL Los Alamos National Bank, Los Alamos, NM Quantum Servicing Corporation, Tampa, FL Hillsdale County National Bank, Hillsdale, MI 11/6/2009 11/18/2009 11/18/2009 Purchase $70,000 N/A $700,000 N/A $18,960,000 N/A $1,670,000 N/A Financial Instrument for Home Loan Modifications Financial Instrument for Home Loan Modifications Financial Instrument for Home Loan Modifications Financial Instrument for Home Loan Modifications Pricing Mechanism $510,000 N/A Cap of Incentive Payments on Behalf of Borrowers and to Servicers & Lenders/ Investors (Cap) 1 (CONTINUED) Financial Instrument for Home Loan Modifications Transaction Investment Type Description 10/30/2009 Members Mortgage 10/28/2009 Company, Inc, Woburn, MA Date Servicer Modifying Borrowers’ Loans HAMP TRANSACTION DETAIL, AS OF 9/30/2011 $100,000 $800,000 ($559) $300,000 $200,000 $100,000 $80,000 $330,000 ($1,080,000) 5/13/2011 6/16/2011 6/29/2011 7/14/2011 8/16/2011 9/15/2011 1/22/2010 3/26/2010 7/14/2010 $1,160,442 Updated due to quarterly assessment and reallocation ($2) ($16) 3/30/2011 6/29/2011 $1,160,426 Updated due to quarterly assessment and reallocation $1,160,444 Updated portfolio data from servicer $1,160,445 Updated portfolio data from servicer $1,000,000 Updated portfolio data from servicer $2,080,000 Updated portfolio data from servicer $1,750,000 Updated HPDP cap & HAFA initial cap $35,061,013 Transfer of cap due to servicing transfer $34,961,013 Transfer of cap due to servicing transfer $34,761,013 Transfer of cap due to servicing transfer $34,461,013 Updated due to quarterly assessment and reallocation $34,461,572 Transfer of cap due to servicing transfer $33,661,572 Transfer of cap due to servicing transfer $33,561,572 Transfer of cap due to servicing transfer $33,461,572 Updated due to quarterly assessment and reallocation $33,461,630 Transfer of cap due to servicing transfer $32,061,630 Transfer of cap due to servicing transfer $30,461,630 Updated portfolio data from servicer $30,461,676 Updated portfolio data from servicer $20,800,000 Updated portfolio data from servicer $23,690,000 Updated portfolio data from servicer $19,850,000 Updated HPDP cap & HAFA initial cap $2,175,792 Updated due to quarterly assessment and reallocation $2,175,827 Updated due to quarterly assessment and reallocation $2,175,831 Updated portfolio data from servicer $2,175,834 Updated portfolio data from servicer $2,100,000 Updated portfolio data from servicer 1/6/2011 $160,445 $100,000 4/13/2011 9/30/2010 ($58) $1,400,000 2/16/2011 3/30/2011 $1,600,000 1/13/2011 ($46) $9,661,676 9/30/2010 1/6/2011 $3,840,000 ($2,890,000) 1/22/2010 7/14/2010 $890,000 6/29/2011 3/26/2010 ($4) ($35) 3/30/2011 ($3) 1/6/2011 $75,834 $1,310,000 7/14/2010 9/30/2010 $740,000 Updated HPDP cap & HAFA initial cap $50,000 3/26/2010 $790,000 Updated portfolio data from servicer $145,055 Updated due to quarterly assessment and reallocation $40,000 1/22/2010 $145,056 Updated portfolio data from servicer $100,000 Updated portfolio data from servicer $90,000 Updated portfolio data from servicer $80,000 Updated HPDP cap & HAFA initial cap $— Termination of SPA Adjusted Cap Reason for Adjustment 6/29/2011 $45,056 9/30/2010 $10,000 3/26/2010 $10,000 $10,000 1/22/2010 7/14/2010 ($510,000) Cap Adjustment Amount 4/21/2010 Adjustment Note Date Adjustment Details $8,976 $— $3,538 $1,000 $— Borrower’s Incentive $11,896 $1,046 $5,572 $11,259 $— Lenders/ Investors Incentives $46,577 $3,046 $21,903 $15,759 $— Total Non-GSE Incentive Payments Continued on next page. $25,705 $2,000 $12,793 $3,500 $— Servicers Incentives TARP Incentive Payments TRANSACTION DETAIL I APPENDIX D I OCTOBER 27, 2011 277 Purchase Purchase Purchase Purchase Purchase Name of Institution QLending, Inc., Coral Gable, FL Marix Servicing, LLC, Phoenix, AZ Home Financing Center, Inc, Coral Gables, FL First Keystone Bank, Media, PA Community Bank & Trust Company, Clarks Summit, PA Date 11/18/2009 11/25/2009 11/25/2009 11/25/2009 12/4/2009 $20,360,000 N/A $230,000 N/A $1,280,000 N/A $380,000 N/A Financial Instrument for Home Loan Modifications Financial Instrument for Home Loan Modifications Financial Instrument for Home Loan Modifications Financial Instrument for Home Loan Modifications Pricing Mechanism $20,000 N/A Cap of Incentive Payments on Behalf of Borrowers and to Servicers & Lenders/ Investors (Cap) 1 (CONTINUED) Financial Instrument for Home Loan Modifications Transaction Investment Type Description Servicer Modifying Borrowers’ Loans HAMP TRANSACTION DETAIL, AS OF 9/30/2011 12 ($17,880,000) $1,030,000 ($1,160,000) $800,000 $200,000 $1,357,168 3/26/2010 6/16/2010 7/14/2010 8/13/2010 9/30/2010 9/30/2010 $900,000 ($154) $100,000 $300,000 5/13/2011 6/16/2011 6/29/2011 7/14/2011 8/16/2011 $10,000 $520,000 1/22/2010 3/26/2010 6/29/2011 $45,056 ($1,335,614) 7/22/2011 9/30/2010 ($21) 6/29/2011 ($810,000) ($100,000) 6/16/2011 7/14/2010 ($2) 9/30/2010 3/30/2011 $50,556 7/14/2010 ($2) ($950,000) 3/26/2010 1/6/2011 $50,000 $1,020,000 1/22/2010 ($230,000) $300,000 4/13/2011 4/21/2010 ($6) $7,300,000 3/30/2011 $5,700,000 3/16/2011 1/6/2011 $950,000 1/22/2010 6/29/2011 $45,056 9/30/2010 3/26/2010 $90,000 $— ($10,000) 1/22/2010 7/14/2010 Cap Adjustment Amount Adjustment Note Date Transfer of cap from CitiMortgage, Inc. due to servicing transfer $145,055 Updated due to quarterly assessment and reallocation $145,056 Updated portfolio data from servicer $100,000 Updated portfolio data from servicer $910,000 Updated portfolio data from servicer $390,000 Updated HPDP cap & HAFA initial cap $14,917 Termination of SPA $1,350,531 Updated due to quarterly assessment and reallocation $1,350,552 Transfer of cap due to servicing transfer $1,450,552 Updated due to quarterly assessment and reallocation $1,450,554 Updated portfolio data from servicer $1,450,556 Updated portfolio data from servicer $1,400,000 Updated portfolio data from servicer $2,350,000 Updated portfolio data from servicer $1,330,000 Updated HPDP cap & HAFA initial cap $— Termination of SPA $20,257,007 Transfer of cap due to servicing transfer $19,957,007 Transfer of cap due to servicing transfer $19,857,007 Updated due to quarterly assessment and reallocation $19,857,161 Transfer of cap due to servicing transfer $18,957,161 Transfer of cap due to servicing transfer $18,657,161 Transfer of cap due to servicing transfer $11,357,161 Updated due to quarterly assessment and reallocation $11,357,167 Transfer of cap due to servicing transfer $5,657,167 Updated portfolio data from servicer $5,657,168 Updated portfolio data from servicer $4,300,000 Initial FHA-HAMP cap and initial RD-HAMP $4,100,000 Transfer of cap due to servicing transfer $3,300,000 Updated portfolio data from servicer $4,460,000 $3,430,000 Updated portfolio data from servicer $21,310,000 Updated HPDP cap & HAFA initial cap $145,055 Updated due to quarterly assessment and reallocation $145,056 Updated portfolio data from servicer $100,000 Updated portfolio data from servicer $10,000 Updated portfolio data from servicer $20,000 Updated HPDP cap & HAFA initial cap Adjusted Cap Reason for Adjustment Adjustment Details $— $2,776 $— $206,094 $— Borrower’s Incentive $— $3,423 $— $568,526 $— Lenders/ Investors Incentives $— $14,917 $— $1,340,512 $— Total Non-GSE Incentive Payments Continued on next page. $— $8,718 $— $565,892 $— Servicers Incentives TARP Incentive Payments 278 APPENDIX D I TRANSACTION DETAIL I OCTOBER 27, 2011 Purchase Purchase Purchase Purchase Purchase Name of Institution Idaho Housing and Finance Association, Boise, ID 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 Date 12/4/2009 12/9/2009 12/9/2009 12/9/2009 12/9/2009 $360,000 N/A $1,590,000 N/A $1,880,000 N/A $2,940,000 N/A Financial Instrument for Home Loan Modifications Financial Instrument for Home Loan Modifications Financial Instrument for Home Loan Modifications Financial Instrument for Home Loan Modifications Pricing Mechanism $9,430,000 N/A Cap of Incentive Payments on Behalf of Borrowers and to Servicers & Lenders/ Investors (Cap) 1 (CONTINUED) Financial Instrument for Home Loan Modifications Transaction Investment Type Description Servicer Modifying Borrowers’ Loans HAMP TRANSACTION DETAIL, AS OF 9/30/2011 $10,000 $850,000 ($120,000) 1/22/2010 3/26/2010 7/14/2010 ($570,000) 7/14/2010 3/26/2010 7/14/2010 $6,300,000 ($1,980,000) 1/22/2010 3/26/2010 7/14/2010 $1,015,386 Updated due to quarterly assessment and reallocation ($2) ($16) 3/30/2011 6/29/2011 $1,015,370 Updated due to quarterly assessment and reallocation $1,015,388 Updated portfolio data from servicer $1,015,389 Updated portfolio data from servicer $7,400,000 Updated portfolio data from servicer $9,380,000 Updated portfolio data from servicer $3,080,000 Updated HPDP cap & HAFA initial cap $2,175,803 Updated due to quarterly assessment and reallocation $2,175,829 Updated due to quarterly assessment and reallocation $2,175,832 Updated portfolio data from servicer $2,175,834 Updated portfolio data from servicer $1,900,000 Updated portfolio data from servicer $3,080,000 Updated portfolio data from servicer 1/6/2011 ($6,384,611) $140,000 6/29/2011 9/30/2010 ($3) ($26) 3/30/2011 ($2) 1/6/2011 $275,834 $1,110,000 ($1,180,000) 1/22/2010 9/30/2010 $870,319 Updated due to quarterly assessment and reallocation $90,000 6/29/2011 $1,970,000 Updated HPDP cap & HAFA initial cap $870,332 Updated due to quarterly assessment and reallocation ($13) 3/30/2011 $870,333 Updated portfolio data from servicer $870,334 Updated portfolio data from servicer $800,000 Updated portfolio data from servicer $1,370,000 Updated portfolio data from servicer $1,660,000 Updated HPDP cap & HAFA initial cap $— Termination of SPA $1,305,498 Updated portfolio data from servicer $1,305,500 Updated portfolio data from servicer $1,200,000 Initial FHA-HAMP cap $1,100,000 Updated portfolio data from servicer $1,220,000 Updated portfolio data from servicer $370,000 Updated HPDP cap & HAFA initial cap $290,108 Updated due to quarterly assessment and reallocation $290,111 Updated portfolio data from servicer $300,000 Updated portfolio data from servicer $150,000 Updated portfolio data from servicer $24,350,000 Updated portfolio data from servicer $9,870,000 Updated HPDP cap & HAFA initial cap Adjusted Cap Reason for Adjustment 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 ($3) 6/29/2011 9/30/2010 ($9,889) 9/30/2010 $100,000 $150,000 9/30/2010 ($24,200,000) 3/26/2010 7/14/2010 $440,000 $14,480,000 1/22/2010 5/26/2010 Cap Adjustment Amount Adjustment Note Date Adjustment Details $— $12,678 $— $— $5,844 Borrower’s Incentive $— $70,927 $— $— $4,369 Lenders/ Investors Incentives $— $123,450 $— $— $19,057 Total Non-GSE Incentive Payments Continued on next page. $— $39,845 $— $— $8,844 Servicers Incentives TARP Incentive Payments TRANSACTION DETAIL I APPENDIX D I OCTOBER 27, 2011 279 Purchase The Golden 1 Credit Union, Sacramento, CA Sterling Savings Bank, Spokane, WA 12/9/2009 12/9/2009 Purchase Purchase Glenview State Bank, Glenview, IL Verity Credit Union, Seattle, WA 12/11/2009 12/11/2009 Purchase Purchase Bay Gulf Credit Union, Tampa, FL 12/9/2009 HomeStar Bank & 12/11/2009 Financial Services, Manteo, IL Purchase Name of Institution Date $6,160,000 N/A $2,250,000 N/A $310,000 N/A $370,000 N/A $600,000 N/A 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 Pricing Mechanism $230,000 N/A Cap of Incentive Payments on Behalf of Borrowers and to Servicers & Lenders/ Investors (Cap) 1 (CONTINUED) Financial Instrument for Home Loan Modifications Transaction Investment Type Description Servicer Modifying Borrowers’ Loans HAMP TRANSACTION DETAIL, AS OF 9/30/2011 $290,000 $40,000 ($2,890,000) 1/22/2010 3/26/2010 7/14/2010 ($740,000) ($710,000) 1/22/2010 3/26/2010 7/14/2010 ($350,000) 3/26/2010 7/14/2010 2/17/2011 ($725,277) $25,278 1/6/2011 ($330,000) 3/26/2010 9/30/2010 $30,000 $400,000 1/22/2010 7/14/2010 ($1,640,000) 5/26/2010 $— Termination of SPA $725,277 Updated portfolio data from servicer $725,278 Updated portfolio data from servicer $700,000 Updated portfolio data from servicer $1,030,000 Updated portfolio data from servicer $630,000 Updated HPDP cap & HAFA initial cap $— Termination of SPA $1,640,000 Updated portfolio data from servicer $390,000 Updated HPDP cap & HAFA initial cap 1/22/2010 $1,250,000 $870,319 Updated due to quarterly assessment and reallocation $20,000 6/29/2011 3/26/2010 $870,332 Updated due to quarterly assessment and reallocation ($13) 3/30/2011 $870,333 Updated portfolio data from servicer $870,334 Updated portfolio data from servicer $800,000 Updated portfolio data from servicer $1,150,000 Updated portfolio data from servicer 1/6/2011 $70,334 $820,000 1/22/2010 9/30/2010 $1,450,543 Updated due to quarterly assessment and reallocation $20,000 6/29/2011 $330,000 Updated HPDP cap & HAFA initial cap $1,450,554 Updated due to quarterly assessment and reallocation ($11) 3/30/2011 $1,450,555 Updated portfolio data from servicer $1,450,556 Updated portfolio data from servicer $900,000 Updated portfolio data from servicer $1,610,000 Updated portfolio data from servicer $2,350,000 Updated HPDP cap & HAFA initial cap $4,206,569 Updated due to quarterly assessment and reallocation $4,206,604 Updated due to quarterly assessment and reallocation $4,206,608 Updated portfolio data from servicer $4,206,612 Updated portfolio data from servicer $3,600,000 Updated portfolio data from servicer $6,490,000 Updated portfolio data from servicer $6,450,000 Updated HPDP cap & HAFA initial cap $— Termination of SPA $580,222 Updated portfolio data from servicer $600,000 Updated portfolio data from servicer $680,000 Updated portfolio data from servicer $240,000 Updated HPDP cap & HAFA initial cap Adjusted Cap Reason for Adjustment 1/6/2011 $550,556 $100,000 6/29/2011 9/30/2010 ($4) ($35) 3/30/2011 ($4) 1/6/2011 $606,612 ($580,222) 10/15/2010 9/30/2010 ($19,778) 9/30/2010 3/26/2010 ($80,000) $10,000 $440,000 1/22/2010 7/14/2010 Cap Adjustment Amount Adjustment Note Date Adjustment Details $— $— $1,333 $23,451 $52,902 $— Borrower’s Incentive $— $— $3,586 $61,094 $230,597 $— Lenders/ Investors Incentives $— $— $9,752 $156,662 $457,067 $— Total Non-GSE Incentive Payments Continued on next page. $— $— $4,833 $72,117 $173,569 $— Servicers Incentives TARP Incentive Payments 280 APPENDIX D I TRANSACTION DETAIL I OCTOBER 27, 2011 Purchase Purchase The Bryn Mawr Trust Co., Bryn Mawr, PA Citizens 1st National Bank, Spring Valley, IL Golden Plains Credit Union, Garden City, KS 12/11/2009 12/16/2009 12/16/2009 Purchase Purchase Sound Community Bank, Seattle, WA Horizon Bank, NA, Michigan City, IN 12/16/2009 12/16/2009 Purchase Purchase Hartford Savings Bank, Hartford, WI 12/11/2009 First Federal Savings 12/16/2009 and Loan Association of Lakewood, Lakewood, OH Purchase Name of Institution Date $150,000 N/A $620,000 N/A $170,000 N/A $3,460,000 N/A $440,000 N/A $700,000 N/A 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 Pricing Mechanism $630,000 N/A Cap of Incentive Payments on Behalf of Borrowers and to Servicers & Lenders/ Investors (Cap) 1 (CONTINUED) Financial Instrument for Home Loan Modifications Transaction Investment Type Description Servicer Modifying Borrowers’ Loans HAMP TRANSACTION DETAIL, AS OF 9/30/2011 9 7/14/2010 6/29/2011 7/14/2010 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 ($1,500,000) 9/8/2010 1/22/2010 ($390,000) 7/14/2010 $20,000 $1,430,000 1/22/2010 3/26/2010 ($3,620,000) 4/21/2010 $160,000 ($290,111) 2/17/2011 1/22/2010 $90,111 3/26/2010 ($10,000) $30,000 1/22/2010 9/30/2010 $10,000 6/29/2011 7/14/2010 ($3) ($24) 3/30/2011 ($2) 1/6/2011 $95,612 $1,430,000 3/26/2010 9/30/2010 $30,000 ($580,000) 1/22/2010 $100,000 6/16/2011 ($150,000) ($2) ($18) 3/30/2011 4/21/2010 ($2) 1/6/2011 $60,445 ($360,000) 3/26/2010 9/30/2010 $30,000 $800,000 1/22/2010 Cap Adjustment Amount Adjustment Note Date $1,450,529 Updated due to quarterly assessment and reallocation $1,450,552 Updated due to quarterly assessment and reallocation $1,450,554 Updated portfolio data from servicer $1,450,556 Updated portfolio data from servicer $600,000 Updated portfolio data from servicer $2,470,000 Updated portfolio data from servicer $730,000 Updated HPDP cap & HAFA initial cap $— Termination of SPA $1,500,000 Updated portfolio data from servicer $1,890,000 Updated portfolio data from servicer $460,000 Updated HPDP cap & HAFA initial cap $— Termination of SPA $3,620,000 Updated HPDP cap & HAFA initial cap $— Termination of SPA $290,111 Updated portfolio data from servicer $200,000 Updated portfolio data from servicer $210,000 Updated portfolio data from servicer $180,000 Updated HPDP cap & HAFA initial cap $1,595,583 Updated due to quarterly assessment and reallocation $1,595,607 Updated due to quarterly assessment and reallocation $1,595,610 Updated portfolio data from servicer $1,595,612 Updated portfolio data from servicer $1,500,000 Updated portfolio data from servicer $70,000 Updated portfolio data from servicer $650,000 Updated HPDP cap & HAFA initial cap $100,000 Transfer of cap due to servicing transfer $— Termination of SPA $1,160,423 Updated due to quarterly assessment and reallocation $1,160,441 Updated due to quarterly assessment and reallocation $1,160,443 Updated portfolio data from servicer $1,160,445 Updated portfolio data from servicer $1,100,000 Updated portfolio data from servicer $1,460,000 Updated portfolio data from servicer $660,000 Updated HPDP cap & HAFA initial cap Adjusted Cap Reason for Adjustment Adjustment Details $— $— $— $— $— $3,718 $— Borrower’s Incentive $— $— $— $— $— $4,543 $— Lenders/ Investors Incentives $— $— $— $— $— $11,979 $— Total Non-GSE Incentive Payments Continued on next page. $— $— $— $— $— $3,718 $— Servicers Incentives TARP Incentive Payments TRANSACTION DETAIL I APPENDIX D I OCTOBER 27, 2011 281 Purchase 12/23/2009 Iberiabank, Sarasota, FL Grafton Suburban Credit Union, North Grafton, MA Purchase Purchase Tempe Schools Credit Union, Tempe, AZ Fresno County Federal Credit Union, Fresno, CA 12/23/2009 1/13/2010 Eaton National Bank 12/23/2009 & Trust Company, Eaton, OH Purchase Purchase Park View Federal Savings Bank, Solon, OH 12/16/2009 12/23/2009 Purchase Name of Institution Date $4,230,000 N/A $340,000 N/A $60,000 N/A $110,000 N/A $260,000 N/A 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 Pricing Mechanism $760,000 N/A Cap of Incentive Payments on Behalf of Borrowers and to Servicers & Lenders/ Investors (Cap) 1 (CONTINUED) Financial Instrument for Home Loan Modifications Transaction Investment Type Description Servicer Modifying Borrowers’ Loans HAMP TRANSACTION DETAIL, AS OF 9/30/2011 12 7/14/2010 ($1,560,000) 3/26/2010 7/14/2010 $480,000 ($140,000) 3/26/2010 7/14/2010 $580,220 Updated due to quarterly assessment and reallocation $580,212 Updated due to quarterly assessment and reallocation 3/30/2011 6/29/2011 ($8) $580,221 Updated portfolio data from servicer $580,222 Updated portfolio data from servicer $600,000 Updated portfolio data from servicer $740,000 Updated portfolio data from servicer $— Termination of SPA $145,056 Updated portfolio data from servicer $100,000 Updated portfolio data from servicer $90,000 Updated portfolio data from servicer $110,000 Updated HPDP cap & HAFA initial cap $— Termination of SPA $145,056 Updated portfolio data from servicer $200,000 Updated portfolio data from servicer $150,000 Updated portfolio data from servicer 1/6/2011 ($19,778) ($145,056) 12/8/2010 9/30/2010 $45,056 ($20,000) 3/26/2010 9/30/2010 $— 1/22/2010 $10,000 ($145,056) 5/20/2011 7/14/2010 $50,000 ($54,944) 3/26/2010 9/30/2010 $90,000 1/22/2010 7/14/2010 $725,265 Updated due to quarterly assessment and reallocation $— 6/29/2011 $60,000 Updated HPDP cap & HAFA initial cap $725,276 Updated due to quarterly assessment and reallocation ($11) 3/30/2011 $725,277 Updated portfolio data from servicer $725,278 Updated portfolio data from servicer $800,000 Updated portfolio data from servicer $40,000 Updated portfolio data from servicer $360,000 Updated HPDP cap & HAFA initial cap $25,502 Termination of SPA $6,952,756 Transfer of cap due to servicing transfer $7,252,756 Updated due to quarterly assessment and reallocation $7,252,769 Updated portfolio data from servicer $7,252,780 Updated portfolio data from servicer $1,400,000 Updated portfolio data from servicer $2,960,000 Updated portfolio data from servicer 1/6/2011 ($74,722) $760,000 7/14/2010 9/30/2010 ($320,000) 3/26/2010 6/3/2011 $20,000 ($6,927,254) 4/13/2011 1/22/2010 ($13) ($300,000) 3/30/2011 ($11) 1/6/2011 $5,852,780 ($1,470,000) 1/22/2010 9/30/2010 $870,320 Updated due to quarterly assessment and reallocation $200,000 6/29/2011 $4,430,000 Updated HPDP cap & HAFA initial cap $870,332 Updated due to quarterly assessment and reallocation ($12) 3/30/2011 $870,333 Updated portfolio data from servicer $870,334 Updated portfolio data from servicer $800,000 Updated portfolio data from servicer $940,000 Updated portfolio data from servicer $800,000 Updated HPDP cap & HAFA initial cap Adjusted Cap Reason for Adjustment 1/6/2011 $70,334 ($140,000) 3/26/2010 9/30/2010 $40,000 $140,000 1/22/2010 Cap Adjustment Amount Adjustment Note Date Adjustment Details $1,000 $— $— $— $— $5,000 Borrower’s Incentive $6,666 $— $— $— $10,502 $16,545 Lenders/ Investors Incentives $12,666 $— $— $— $25,502 $34,545 Total Non-GSE Incentive Payments Continued on next page. $5,000 $— $— $— $15,000 $13,000 Servicers Incentives TARP Incentive Payments 282 APPENDIX D I TRANSACTION DETAIL I OCTOBER 27, 2011 Purchase Purchase Purchase Purchase Purchase Name of Institution Roebling Bank, Roebling, NJ First National Bank of Grant Park, Grant Park, IL Specialized Loan Servicing, LLC, Highlands Ranch, CO Greater Nevada Mortgage Services, Carson City, NV Digital Federal Credit Union, Marlborough, MA Date 1/13/2010 1/13/2010 1/13/2010 1/13/2010 1/15/2010 $140,000 N/A $64,150,000 N/A $770,000 N/A $3,050,000 N/A Financial Instrument for Home Loan Modifications Financial Instrument for Home Loan Modifications Financial Instrument for Home Loan Modifications Financial Instrument for Home Loan Modifications Pricing Mechanism $240,000 N/A Cap of Incentive Payments on Behalf of Borrowers and to Servicers & Lenders/ Investors (Cap) 1 (CONTINUED) Financial Instrument for Home Loan Modifications Transaction Investment Type Description Servicer Modifying Borrowers’ Loans HAMP TRANSACTION DETAIL, AS OF 9/30/2011 $50,000 7/14/2010 $4,860,000 $3,630,000 $330,000 $700,000 $200,000 ($1,695,826) 6/16/2010 7/14/2010 7/16/2010 8/13/2010 9/15/2010 9/30/2010 ($36) $1,000,000 $100,000 $300,000 ($332) $100,000 $300,000 $8,680,000 ($8,750,000) 3/30/2011 4/13/2011 5/13/2011 6/16/2011 6/29/2011 8/16/2011 9/15/2011 3/26/2010 7/14/2010 Transfer of cap from CitiMortgage, Inc. due to servicing transfer Transfer of cap from CitiMortgage, Inc. due to servicing transfer Transfer of cap from CitiMortgage, Inc. due to servicing transfer 5/14/2010 ($15,240,000) $— Termination of SPA $15,240,000 Updated portfolio data from servicer $870,324 Updated due to quarterly assessment and reallocation $12,190,000 6/29/2011 3/26/2010 $870,332 Updated due to quarterly assessment and reallocation 3/30/2011 $870,334 Updated portfolio data from servicer $700,000 Updated portfolio data from servicer $9,450,000 Updated portfolio data from servicer $34,533,774 Transfer of cap due to servicing transfer $34,233,774 Transfer of cap due to servicing transfer $34,133,774 Updated due to quarterly assessment and reallocation $34,134,106 Transfer of cap due to servicing transfer $33,834,106 Transfer of cap due to servicing transfer $33,734,106 Transfer of cap due to servicing transfer $32,734,106 Updated due to quarterly assessment and reallocation $32,734,142 Transfer of cap due to servicing transfer $25,634,142 Transfer of cap due to servicing transfer $24,134,142 Updated portfolio data from servicer $24,134,174 Transfer of cap due to servicing transfer $23,934,174 Updated portfolio data from servicer $25,630,000 Transfer of cap due to servicing transfer $25,430,000 Transfer of cap due to servicing transfer $24,730,000 $24,400,000 Updated portfolio data from servicer $20,770,000 $15,910,000 $12,910,000 Updated portfolio data from servicer $— Termination of SPA $290,111 Updated portfolio data from servicer $300,000 Updated portfolio data from servicer $870,333 Updated portfolio data from servicer ($8) Termination of SPA $290,000 Updated portfolio data from servicer $— $870,333 Updated portfolio data from servicer $870,334 Updated portfolio data from servicer $900,000 Updated portfolio data from servicer $850,000 Updated portfolio data from servicer Adjusted Cap Reason for Adjustment 1/6/2011 $170,334 $7,100,000 9/30/2010 $1,500,000 3/16/2011 ($32) 1/13/2011 1/6/2011 $200,000 $3,000,000 5/14/2010 11/16/2010 ($290,111) ($51,240,000) 3/26/2010 ($9,889) 1/26/2011 $10,000 9/30/2010 $150,000 3/26/2010 7/14/2010 ($870,333) 3/23/2011 1/6/2011 ($29,666) $610,000 3/26/2010 9/30/2010 Cap Adjustment Amount Adjustment Note Date Adjustment Details $— $17,417 $349,720 $— $— Borrower’s Incentive $— $46,557 $1,100,142 $— $— Lenders/ Investors Incentives $— $105,723 $2,346,402 $— $— Total Non-GSE Incentive Payments Continued on next page. $— $41,750 $896,540 $— $— Servicers Incentives TARP Incentive Payments TRANSACTION DETAIL I APPENDIX D I OCTOBER 27, 2011 283 Purchase Purchase Purchase Purchase Purchase iServe Residential Lending, LLC, San Diego, CA United Bank, Griffin, GA Urban Trust Bank, Lake Mary, FL iServe Servicing, Inc., Irving, TX Navy Federal Credit Union, Vienna, VA Vist Financial Corp, Wyomissing, PA 1/29/2010 1/29/2010 3/3/2010 3/5/2010 3/10/2010 3/10/2010 Purchase Name of Institution Date $540,000 N/A $1,060,000 N/A $28,040,000 N/A $60,780,000 N/A $300,000 N/A 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 Pricing Mechanism $960,000 N/A Cap of Incentive Payments on Behalf of Borrowers and to Servicers & Lenders/ Investors (Cap) 1 (CONTINUED) Financial Instrument for Home Loan Modifications Transaction Investment Type Description Servicer Modifying Borrowers’ Loans HAMP TRANSACTION DETAIL, AS OF 9/30/2011 $25,278 3/26/2010 9/30/2010 $725,265 Updated due to quarterly assessment and reallocation 9/30/2010 $1,071,505 9/30/2010 $25,278 7/14/2010 9/30/2010 $725,277 Updated portfolio data from servicer $725,276 Updated due to quarterly assessment and reallocation $725,265 Updated due to quarterly assessment and reallocation 3/30/2011 6/29/2011 $725,278 Updated portfolio data from servicer $700,000 Updated portfolio data from servicer $16,971,218 Updated due to quarterly assessment and reallocation $16,971,456 Updated due to quarterly assessment and reallocation $16,971,482 Updated portfolio data from servicer $16,971,505 Updated portfolio data from servicer $15,900,000 Updated portfolio data from servicer $13,274,517 Updated due to quarterly assessment and reallocation $13,274,738 Updated due to quarterly assessment and reallocation $13,274,762 Updated portfolio data from servicer $13,274,782 Transfer of cap due to servicing transfer $12,474,782 Updated portfolio data from servicer $15,600,000 Initial FHA-HAMP cap $15,500,000 Updated portfolio data from servicer $28,160,000 Initial 2MP cap $— Termination of SPA 1/6/2011 ($11) ($238) $400,000 6/29/2011 ($26) ($44,880,000) 7/14/2010 3/30/2011 ($221) 6/29/2011 ($23) ($24) 1/6/2011 ($20) 3/30/2011 $800,000 1/6/2011 11/16/2010 ($3,125,218) $100,000 7/14/2010 9/30/2010 $120,000 ($12,660,000) 5/26/2010 ($5,500,000) 9/24/2010 $5,500,000 Updated portfolio data from servicer 6/29/2011 $4,440,000 $725,276 Updated due to quarterly assessment and reallocation 7/14/2010 $725,277 Updated portfolio data from servicer 3/30/2011 $725,278 Updated portfolio data from servicer 1/6/2011 ($11) $535,158 Updated due to quarterly assessment and reallocation $160,000 6/29/2011 $700,000 Updated portfolio data from servicer $535,165 Updated due to quarterly assessment and reallocation ($7) 3/30/2011 $535,166 Updated portfolio data from servicer $535,167 Transfer of cap due to servicing transfer $435,167 Updated portfolio data from servicer $800,000 Initial FHA-HAMP cap and initial 2MP cap $600,000 Updated portfolio data from servicer $230,000 Updated portfolio data from servicer Adjusted Cap Reason for Adjustment 1/6/2011 $100,000 $200,000 9/30/2010 11/16/2010 $370,000 7/14/2010 ($364,833) ($730,000) 3/26/2010 9/30/2010 Cap Adjustment Amount Adjustment Note Date Adjustment Details $— $25,833 $— $— $— $— Borrower’s Incentive $— $171,763 $— $— $131 $— Lenders/ Investors Incentives $— $358,930 $— $— $1,131 $— Total Non-GSE Incentive Payments Continued on next page. $— $161,333 $— $— $1,000 $— Servicers Incentives TARP Incentive Payments 284 APPENDIX D I TRANSACTION DETAIL I OCTOBER 27, 2011 Purchase Purchase Purchase Transfer Purchase Purchase Name of Institution Midwest Bank and Trust Co., Elmwood Park, IL Wealthbridge Mortgage Corp, Beaverton, OR Aurora Financial Group, Inc., Marlton, NJ Selene Finance LP, Houston, TX Suburban Mortgage Company of New Mexico, Albuquerque, NM Bramble Savings Bank, Cincinnati, OH Date 4/14/2010 4/14/2010 5/21/2010 6/16/2010 8/4/2010 8/20/2010 $6,550,000 N/A $10,000 N/A $— N/A $880,000 N/A $700,000 N/A 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 Pricing Mechanism $300,000 N/A Cap of Incentive Payments on Behalf of Borrowers and to Servicers & Lenders/ Investors (Cap) 1 (CONTINUED) Financial Instrument for Home Loan Modifications Transaction Investment Type Description Servicer Modifying Borrowers’ Loans HAMP TRANSACTION DETAIL, AS OF 9/30/2011 9 4, 8 $3,300,000 $3,043,831 $1,400,000 8/13/2010 9/30/2010 10/15/2010 ($3) ($28) ($1,740,634) 3/30/2011 6/29/2011 8/10/2011 ($2) 9/30/2010 1/6/2011 ($40) $1,040,667 6/29/2011 9/30/2010 ($4) $1,585,945 6/29/2011 3/30/2011 ($273) 6/16/2011 ($4) ($200,000) 4/13/2011 1/6/2011 ($24) $2,900,000 3/30/2011 $2,100,000 3/16/2011 ($17) $3,680,000 6/16/2010 1/6/2011 $59,889 $30,000 5/26/2010 6/29/2011 ($9) 6/29/2011 $250,111 ($3,000,000) 4/13/2011 9/30/2010 ($6) 9/30/2010 3/30/2011 9/15/2010 ($5) $1,600,000 ($4,352,173) 7/14/2010 1/6/2011 ($150,000) 7/14/2011 Transfer of cap from CitiMortgage, Inc. due to servicing transfer $— Termination of SPA $1,740,634 U
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