United States Government Accountability Office Washington, DC 20548 November 9, 2012 Congressional Committees Subject: Financial Audit: Office of Financial Stability (Troubled Asset Relief Program) Fiscal Years 2012 and 2011 Financial Statements This report transmits the GAO auditor’s report on the results of our audit of the fiscal years 2012 and 2011 financial statements of the Office of Financial Stability (Troubled Asset Relief Program), which is incorporated in the enclosed Office of Financial Stability (Troubled Asset Relief Program) Agency Financial Report for Fiscal Year 2012. As discussed more fully in the auditor’s report that begins on page 41 of the enclosed agency financial report, we found the financial statements are presented fairly, in all material respects, in conformity with U.S. generally accepted accounting principles; the Office of Financial Stability (OFS) maintained, in all material respects, effective internal control over financial reporting as of September 30, 2012; and no reportable noncompliance in fiscal year 2012 with provisions of laws and regulations we tested. The Emergency Economic Stabilization Act of 2008 (EESA)1 that authorized the Troubled Asset Relief Program (TARP) on October 3, 2008, requires that TARP, which is implemented by OFS,2 annually prepare and submit to Congress and the public audited fiscal year financial statements that are prepared in accordance with U.S. generally accepted accounting principles.3 EESA further requires that GAO audit TARP’s financial statements annually.4 We are also required under EESA to report at least every 60 days on the findings resulting from our oversight of the actions taken under TARP.5 This report responds to both of these requirements. We are sending copies of this report to the Secretary of the Treasury; the Assistant Secretary for Financial Stability; the Financial Stability Oversight Board; the Special 1 Pub. L. No. 110-343, div. A, 122 Stat 3765 (Oct. 3, 2008), codified in part, as amended, at 12 U.S.C. §§ 5201- 5261. 2 Section 101 of EESA, 12 U.S.C. § 5211, established OFS within the Department of the Treasury to implement TARP. 3 Section 116(b) of EESA, 12 U.S.C. § 5226(b). 4 Section 116(b) of EESA, 12 U.S.C. § 5226(b). 5 Section 116 of EESA, 12 U.S.C. § 5226, requires the Comptroller General to report at least every 60 days on findings under section 116. Page 1 GAO-13-126R OFS’s Fiscal Years 2012 and 2011 Financial Statements Inspector General for TARP; the Acting Director of the Office of Management and Budget; interested congressional committees and members; and other interested parties. In addition, the report is available at no charge on the GAO website at http://www.gao.gov. If you have questions about this report, please contact me at (202) 512-3406 or firstname.lastname@example.org. Contact points for our Offices of Congressional Relations and Public Affairs may be found on the last page of this report. Gary T. Engel Director Financial Management and Assurance Enclosure Page 2 GAO-13-126R OFS’s Fiscal Years 2012 and 2011 Financial Statements List of Committees The Honorable Daniel K. Inouye Chairman The Honorable Thad Cochran Vice Chairman Committee on Appropriations United States Senate The Honorable Tim Johnson Chairman The Honorable Richard C. Shelby Ranking Member Committee on Banking, Housing, and Urban Affairs United States Senate The Honorable Kent Conrad Chairman The Honorable Jeff Sessions Ranking Member Committee on the Budget United States Senate The Honorable Max Baucus Chairman The Honorable Orrin G. Hatch Ranking Member Committee on Finance United States Senate The Honorable Harold Rogers Chairman The Honorable Norman D. Dicks Ranking Member Committee on Appropriations House of Representatives The Honorable Paul Ryan Chairman The Honorable Chris Van Hollen Ranking Member Committee on the Budget House of Representatives Page 3 GAO-13-126R OFS’s Fiscal Years 2012 and 2011 Financial Statements The Honorable Spencer Bachus Chairman The Honorable Barney Frank Ranking Member Committee on Financial Services House of Representatives The Honorable Dave Camp Chairman The Honorable Sander Levin Ranking Member Committee on Ways and Means House of Representatives Page 4 GAO-13-126R OFS’s Fiscal Years 2012 and 2011 Financial Statements THE DEPARTMENT OF THE TREASURY | OFFICE OF FINANCIAL STABILITY AGENCY FINANCIAL REPORT | FISCAL YEAR 2012 Table of Contents MESSAGE FROM THE ASSISTANT SECRETARY FOR FINANCIAL STABILITY ......................................... v EXECUTIVE SUMMARY................................................................................................................................................ vii Part 1: Management’s Discussion and Analysis Background, Mission, and OFS Organization Structure ................................................................................... 2 Overview of TARP for Fiscal Year 2012 ................................................................................................................. 4 Key Trends/Factors Affecting TARP Future Activities and Ultimate Cost............................................. 12 Systems, Controls, and Legal Compliance ........................................................................................................... 14 Limitations of the Financial Statements............................................................................................................... 17 Operational Goals .......................................................................................................................................................... 18 Operational Goal One: Ensure the Overall Stability and Liquidity of the Financial System .......... 18 Capital Purchase Program.................................................................................................................................. 18 Targeted Investment Program ......................................................................................................................... 20 Asset Guarantee Program .................................................................................................................................. 20 Community Development Capital Initiative ............................................................................................... 21 Public-Private Investment Program .............................................................................................................. 21 Term Asset-Backed Securities Loan Facility .............................................................................................. 23 Small Business Administration 7(a) Securities Purchase Program .................................................. 23 Automotive Industry Financing Program .................................................................................................... 24 American International Group, Inc. (AIG) Investment Program ........................................................ 27 Operational Goal Two: Prevent Avoidable Foreclosures and Preserve Homeownership.............. 28 Operational Goal Three: Protect Taxpayers’ Interests.................................................................................. 33 Operational Goal Four: Promote Transparency............................................................................................... 34 Part 2: Financial Section MESSAGE FROM THE CHIEF FINANCIAL OFFICER (CF0) ............................................................................ 40 GOVERNMENT ACCOUNTABILITY OFFICE AUDITOR’S REPORT ............................................................. 41 Appendix I: Management’s Report on Internal Control Over Financial Reporting .................... 47 Appendix II: OFS Response to Auditor’s Report ....................................................................................... 48 FINANCIAL STATEMENTS ......................................................................................................................................... 49 NOTES TO THE FINANCIAL STATEMENTS......................................................................................................... 54 REQUIRED SUPPLEMENTARY INFORMATION ................................................................................................. 86 OTHER ACCOMPANYING INFORMATION – SCHEDULE OF SPENDING .................................................. 88 Part 3: Appendices APPENDIX A: TARP GLOSSARY ........................................................................................................................ 91 APPENDIX B: ABBREVIATIONS AND ACRONYMS.................................................................................... 93 WEBSITES................................................................................................................................ .......... inside back cover MESSAGE FROM THE ASSISTANT SECRETARY iii THE DEPARTMENT OF THE TREASURY | OFFICE OF FINANCIAL STABILITY This page intentionally left blank. AGENCY FINANCIAL REPORT | FISCAL YEAR 2012 MESSAGE FROM THE ASSISTANT SECRETARY FOR FINANCIAL STABILITY November 9, 2012 I am pleased to present the Office of Financial Stability’s (OFS) Agency Financial Report for Fiscal Year (FY) 2012, which describes our financial and performance results for the fourth year of the Troubled Asset Relief Program (TARP). The report contains the financial statements for TARP and the Government Accountability Office (GAO) audit opinion on those financial statements, a separate opinion on OFS’ internal control over financial reporting, and results of GAO’s tests of OFS’ compliance with selected laws and regulations. The Emergency Economic Stabilization Act of 2008 (EESA) established OFS within the Office of Domestic Finance of the Department of the Treasury to implement TARP, the purpose of which was to “restore the liquidity and stability of the financial system”. By any reasonable objective standards, TARP worked: it helped stop widespread financial panic, it helped prevent what could have been a devastating collapse of our financial system, and it did so at a cost that is far less than what most people expected at the time the law was passed. Four years after TARP’s establishment, OFS has made substantial progress in withdrawing the extraordinary assistance that had to be provided during the financial crisis. OFS has moved quickly to reduce the dependence of the financial system on emergency assistance, replacing public support with private capital. As of September 30, 2012, OFS has collected 88.5 percent of the $417.6 billion in program funds disbursed under TARP. During fiscal year 2012, OFS has focused on winding down TARP overall and can report the following significant highlights: • Working with the Federal Reserve Bank of New York (FRBNY), we made substantial progress winding down the investments in American International Group. Inc. (AIG). The peak amount of assistance offered to AIG by the FRBNY and Treasury was $182.3 billion, a part of which was later cancelled, and an amount in excess of the total disbursed has now been recovered through repayments, sales and other income. OFS disbursed a total of $67.8 billion to AIG and has collected $50.3 billion to date. Treasury still holds 15.9 percent of AIG’s outstanding common stock of which OFS holds 10.5 percent. Further detail is provided in the Executive Summary. • We continued winding down the bank support programs. On May 3, 2012, we announced our exit strategy for the remaining investments in the Capital Purchase Program (CPP). That exit strategy uses a combination of repayments, restructurings, and auction sales. During fiscal year 2012, we collected $8.9 billion in repayments, sales, and dividends on CPP investments. As of September 30, 2012, we had collected a total of $267.0 billion for all TARP bank support programs through repayments, sales, dividends, interest, and other income – compared to the $245.5 billion that was initially invested. MESSAGE FROM THE ASSISTANT SECRETARY v THE DEPARTMENT OF THE TREASURY | OFFICE OF FINANCIAL STABILITY • We also reduced the overall amount that remains outstanding in OFS’ credit market programs. On January 24, 2012, we completed the wind down of the SBA 7(a) Securities Purchase Program, collecting $9 million more than we disbursed. Progress was also made winding down the Term Asset Backed Securities Loan Facility (TALF), when Treasury and the Federal Reserve agreed in June 2012 to further reduce the credit protection Treasury provides the TALF LLC from $4.3 billion to $1.4 billion because the outstanding TALF loan balances declined. In addition, OFS collected a total of $8.9 billion in fiscal year 2012 through loan repayments, interest and equity distributions under the Public Private Investment Program (PPIP). The financial and performance data included in this report are reliable and complete. For the fourth consecutive year, OFS has earned unqualified opinions on its financial statements and its internal control over financial reporting from the U.S. Government Accountability Office. In addition, OFS successfully resolved its one fiscal year 2011 significant deficiency relating to internal control surrounding financial reporting. OFS’ authority to make new commitments expired on October 3, 2010. Since that time, our focus has been managing the remaining TARP investments to protect taxpayers’ interests while maintaining financial stability. We continue to achieve these measures while maintaining comprehensive financial and performance accountability and transparency standards. OFS also continues to implement the housing programs funded under TARP, which are designed to prevent avoidable foreclosures, primarily by helping homeowners achieve mortgage modifications. There will be a cost related to our assistance to helping people avoid foreclosure, which is money that was never expected to be returned, but these efforts have directly helped more than one million people avoid foreclosure and indirectly helped millions more by setting new standards throughout the mortgage servicing industry. Sincerely, Timothy G. Massad Assistant Secretary Office of Financial Stability AGENCY FINANCIAL REPORT | FISCAL YEAR 2012 EXECUTIVE SUMMARY Treasury’s Office of Financial Stability (OFS) Throughout fiscal year 2012, OFS focused presents to the reader the Fiscal Year 2012 principally on (i) exiting remaining investments Agency Financial Report for the Troubled Asset in a timely and orderly manner consistent with Relief Program (TARP), established by the the duty to promote financial stability and Department of the Treasury (Treasury) protect taxpayers’ interests that maximizes the pursuant to the Emergency Economic return for taxpayers, and (ii) continuing to help Stabilization Act of 2008 (EESA). Four years homeowners avoid preventable foreclosures. after TARP’s establishment, substantial progress has been made in stabilizing the OFS has taken several steps toward executing financial system and OFS has recovered most of its strategy for winding down the TARP and the assistance that was provided during the exiting the remaining TARP programs. crisis. • Treasury, including OFS, and the Four years ago, the U.S. financial system was at FRBNY made substantial progress in risk of collapse and many major financial winding down the investments related institutions were at risk of failure. Markets had to the AIG, such that the total amounts ceased to function. Without immediate and collected now exceed the combined forceful government action, our country faced disbursements since inception. The the possibility of a second Great Depression, peak amount of assistance offered to which would have had profound consequences AIG by the FRBNY and Treasury was for all Americans. $182.3 billion, a part of which was later cancelled, and an amount in excess of In this environment of fear and panic, TARP the total disbursed has now been was created as a central part of a series of recovered through repayments, sales emergency measures. The goal of TARP, along and other income. Of these amounts, with other federal government actions, was to OFS disbursed a total of $67.8 billion to stop the panic and prevent a collapse of the U.S. AIG and collected $50.3 billion to date. financial system, and restore stability and During fiscal year 2012, Treasury, liquidity to the system. TARP, in conjunction including OFS, substantially reduced with other federal government actions, helped to its common stock investment in AIG prevent that collapse by helping stabilize the through several sales with $38.2 banking sector and unfreeze the markets for billion 1 in collections. As of September credit and capital, bringing down the cost of 30, 2012, Treasury held approximately borrowing for businesses, individuals, and state 234 million shares of AIG common and local governments, restoring confidence in stock, with a fair value of the financial system and restarting economic growth. TARP’s initiatives were done faster, and 1Because the Treasury AIG common stock has at a much lower cost, than many anticipated. consisted of both “TARP shares” and “non-TARP For a more comprehensive overview on the shares” as discussed herein, a portion of the proceeds impact of the combined actions of the Treasury, received as well as the remaining common shares held the Federal Reserve, and the Federal Deposit are not included in the TARP financial statements. Insurance Corporation (FDIC), please see “The OFS manages the sale of both the TARP and non- Financial Crisis Response in Charts, http://www.treasury.gov/resource-center/data- TARP AIG common shares on a pro-rata basis. chart- During fiscal year 2012, the collections from common center/Documents/20120413_FinancialCrisisRes stock sales consisted of $25.2 billion in respect of ponse.pdf. TARP shares (representing proceeds less than cost of $9.9 billion) and $13.0 billion in respect of Treasury’s As of October 3, 2010, OFS’ authority to make non-TARP shares (which were provided to Treasury new commitments under TARP expired. at no cost). EXECUTIVE SUMMARY vii THE DEPARTMENT OF THE TREASURY | OFFICE OF FINANCIAL STABILITY approximately $7.7 billion, continued decline in outstanding TALF representing approximately 15.9 loans. In addition, collections under the percent 2 of the company. OFS’ Public Private Investment Program preferred interests in an AIG SPV were (PPIP) totaled $8.9 billion during fiscal also repaid in full, resulting in year 2012 through loan repayments, additional collections of $9.6 billion interest and equity distributions. The during fiscal year 2012. outstanding balance on the program was reduced to $9.8 billion at the end of • OFS has continued to wind down the the fiscal year. bank support programs, and, through September 30, 2012, had collections of The estimated cost of TARP is significantly $267.0 billion in repayments, sales, below original projections. In the August 2009 dividends, interest, and fees – Midsession Review of the President’s 2010 compared to the $245.5 billion that was Budget, the lifetime cost of TARP, based on initially invested. Of the 707 original budget scoring conventions, was projected to be Capital Purchase Program (CPP) $340.5 billion (assuming the full $700.0 billion of institutions, OFS held outstanding TARP authority was utilized). Estimated investments in 290 banks as of lifetime TARP cost have significantly decreased September 30, 2012. All participants in since August 2009 with the most recent the Targeted Investment Program (TIP) September 30, 2012 lifetime cost estimated at have fully repaid OFS and no claim $59.7 billion (see table 5 for lifetime cost payments were made under the Asset estimates as of September 30, 2012, 2011, 2010, Guarantee Program. and 2009). During this four year period, TARP’s purchase authority decreased from $700 billion • OFS also reduced the overall amount to $467.0 billion. 3 that remains outstanding in TARP’s credit market programs. The SBA 7(a) The accrual-based cost of TARP activities from Securities Purchase Program, one of the inception, on October 3, 2008, through credit market programs created under September 30, 2012, based on the OFS financial TARP to help restart the flow of credit statements, was $20.3 billion. Note that the to small businesses, was closed on lifetime cost of TARP, based on budget scoring January 24, 2012. OFS invested $367 conventions, differs from the cost based on the million (excluding purchased accrued OFS financial statements. Estimates of lifetime interest) in the program and collected costs, based on budget scoring conventions, $376 million through sales, principal assume that all planned expenditures are made and interest payments, representing and, for certain programs, include additional approximately $9 million more in assumptions about the impact of potential sale collections than funds disbursed. OFS strategies. By contrast, the TARP financial also made progress winding down the statement costs are based on transactions Term Asset Backed Securities Loan through September 30, 2012. Thus, it does not Facility (TALF), when Treasury and the include the committed but undisbursed funds for Federal Reserve agreed to further housing programs as well as other programs, all reduce the credit protection OFS of which are included in the expected lifetime provides the TALF, LLC from $4.3 cost for budget purposes. The $20.3 billion cost billion to $1.4 billion because of the consists of $7.7 billion of reported TARP net income in the OFS financial statements for fiscal year 2012; $9.5 billion of reported TARP net cost Treasury’s shares consist of approximately 154 2 million TARP shares (10.5 percent of the total AIG common shares outstanding) and 80 million non- 3The Dodd-Frank Wall Street Reform and Consumer TARP shares (5.4 percent). The fair value of TARP Protection Act (P.L. 111-203) amended EESA Section and non-TARP shares as of September 30, 2012, was 115 authority to cap total purchase and guarantee $5.1 billion and $2.6 billion, respectively. authority at a cumulative $475.0 billion. viii EXECUTIVE SUMMARY AGENCY FINANCIAL REPORT | FISCAL YEAR 2012 for fiscal year 2011; $23.1 billion of reported Since its inception, TARP has disbursed $417.6 TARP net income for fiscal year 2010 and the billion in direct loans, equity investments, and $41.6 billion of reported TARP net cost for the support for the Treasury Housing Programs period from inception through September 30, under TARP; collected $326.8 billion from 2009. The change of $17.2 billion since fiscal repayments and sales; received $23.0 billion in year 2011 (i.e., $7.7 billion net income for fiscal dividends, interest and fees; collected $9.7 year 2012 as compared to $9.5 billion net cost for billion through warrant and additional note fiscal year 2011) is primarily due to sales of AIG sales; and received $10.2 billion in net proceeds common stock at values higher than the market from the sale and repurchase of assets in excess value at September 30, 2011 and improvements of costs. As of September 30, 2012, TARP had in the market values of AIG, AIFP and CPP $63.1 billion in gross outstanding direct loans preferred and common stock investments still and equity investments, which are valued at held, net of an increase in the Housing program $40.2 billion (excluding the receivables for the cost between fiscal years. Asset Guarantee Program that was valued at $1.0 billion as of September 30, 2012). In The estimated lifetime cost of TARP reflects addition, from inception through September 30, several factors, including the cost of the 2012, TARP incurred costs related to Treasury initiatives to help homeowners stay in their housing programs of $5.7 billion and homes, for which $45.6 billion has been administrative costs of $1.1 billion. committed and is assumed to be disbursed. Of this amount, $5.5 billion has been disbursed OFS continues to provide detailed information through September 30, 2012; because payments about TARP to ensure the highest level of for modifications are made over time, transparency. OFS published a Two-Year significantly more will be disbursed assuming Retrospective Report on the Troubled Asset the modifications stay in effect. OFS’ housing Relief Program on October 5, 2010, and a program disbursements were never intended to corresponding Three-Year Anniversary Report be recovered and OFS does not expect them to on October 3, 2011. OFS anticipates publishing a result in any repayments. The estimated four year retrospective report on TARP in lifetime cost also reflects primarily the costs December 2012. These reports include detailed related to investments in the auto companies. information on TARP as well as the federal In addition, there are costs related to the TARP government’s additional emergency measures to AIG investment (which excludes activity related address the 2008 financial crisis. OFS also to Treasury’s non-TARP AIG shares). These publishes a monthly report to Congress on the costs, which fluctuate in large part due to program, a monthly report on its housing changes in market prices of General Motors and initiatives and a variety of other reports. Please AIG common stock, are offset in part by income refer to these documents at: on TARP investments in banks and other http://www.treasury.gov/initiatives/financial- programs. stability/reports/Pages/default.aspx. EXECUTIVE SUMMARY ix THE DEPARTMENT OF THE TREASURY | OFFICE OF FINANCIAL STABILITY This page intentionally left blank. x EXECUTIVE SUMMARY AGENCY FINANCIAL REPORT | FISCAL YEAR 2012 MANAGEMENT‘S DISCUSSION AND ANALYSIS 0 AGENCY FINANCIAL REPORT | FISCAL YEAR 2012 1 MANAGEMENT‘S DISCUSSION AND ANALYSIS AGENCY FINANCIAL REPORT | FISCAL YEAR 2012 Part 1: Management’s Discussion and Analysis Background, Mission, and OFS Organization Structure In order to appreciate the concentrated efforts of purchasers and guarantors of home loans in the the Administration to combat the financial crisis mortgage market, came under severe stress. and TARP’s contribution to these efforts, it is useful to examine the origins and causes of the By September 2008, for the first time in 80 crisis. years, the U.S. financial system was at risk of collapse. Using authority granted in July 2008, In September 2008, the nation was in the midst the Federal Housing Finance Agency placed of one of the worst financial crises in our history. Fannie Mae and Freddie Mac into The financial institutions and markets that conservatorship on September 7, 2008. A Americans rely upon to protect their savings, growing sense of panic was producing the classic help finance their children’s education, and help signs of a generalized run on the banks. People’s pay their bills, and that businesses rely upon to trust and confidence in the stability of major make payroll, build inventories, fund new institutions, and the capacity of the federal investment, and create new jobs, were government to contain the damage, were threatened, unlike at any time since the Great vanishing. Depression. Across the country, people were rapidly losing confidence in our financial system The U.S. system of regulation and supervision and in the federal government’s ability to had failed to constrain the excessive use of safeguard their economic future. leverage and the level of risk in the financial system and the United States entered this crisis The causes of the crisis will be studied for years, without adequate tools to manage it. The and this report is not meant to provide a Executive Branch did not have existing options comprehensive analysis of why the crisis for managing failures of systemically important occurred. But some reasons are clear. Over the non-bank financial institutions. two decades preceding the crisis, the financial system had grown rapidly in an environment of The Department of the Treasury (Treasury), the economic growth and stability. Risks grew in Federal Reserve Board, the Federal Deposit the system without adequate transparency. Lax Insurance Corporation (FDIC), and other federal regulations and loopholes in supervision let government bodies undertook an array of firms become highly leveraged and take on too emergency actions to help prevent a collapse and much risk. Ample credit around the world the dangers posed to consumers, businesses, and fueled an unsustainable housing boom in the the broader economy. However, the severe first half of the last decade. When the housing conditions our nation faced required additional market inevitably turned down, starting in 2006, resources and authorities. Therefore, the Bush the pace of mortgage defaults accelerated at an Administration proposed the Emergency unprecedented rate. By mid-2007, rising Economic Stabilization Act (EESA) in late mortgage defaults were undermining the September 2008, and with the support of performance of many investments held by major Democrats and Republicans in Congress, EESA financial institutions. was enacted into law on October 3, 2008 and TARP was established. The crisis began in the summer of 2007 and gradually increased in intensity and momentum EESA also established the Office of Financial over the course of the following year. A series of Stability (OFS) within the Office of Domestic major financial institutions, including Finance of the Treasury to implement TARP. Countrywide Financial, Bear Stearns, and OFS’ mission is to carry out the authorities IndyMac, were purchased under duress or failed; given to the Secretary of the Treasury to and Fannie Mae and Freddie Mac, the largest implement TARP. Section 101 of EESA authorized the Secretary of the Treasury to MANAGEMENT‘S DISCUSSION AND ANALYSIS 2 THE DEPARTMENT OF THE TREASURY | OFFICE OF FINANCIAL STABILITY establish TARP to “purchase, and to make and fund commitments to purchase, troubled assets Assistant Secretary for Financial Chief from any financial institution, on terms and Stability Counsel conditions as are determined by the Secretary”. EESA defines the terms “troubled assets” and “financial institution” and provides other requirements that must be met for any such purchase. Section 102 of EESA also provides Chief Chief Chief of Management Chief of Home Chief of Chief Chief authority for a guarantee program for troubled Investment Financial Internal Reporting Compliance Officer and Ownership Officer Officer Review Officer Operations Preservation assets. Section 109 of EESA provides authority to assist homeowners. The Dodd-Frank Wall Street Reform and Consumer Protection Act (the The Office of the Chief Investment Officer (CIO) Dodd-Frank Act) signed into law in July 2010 is responsible for program development and the reduced total TARP purchase authority from execution and management of all investments $700.0 billion to a cumulative $475.0 billion. made by either purchasing or insuring “troubled assets” pursuant to EESA, other than TARP Final purchase authority to make new housing programs. commitments under TARP expired on October 3, 2010. This means no new commitments can be The Office of the Chief Financial Officer (CFO) made. OFS is continuing to implement has lead responsibility within OFS for budget commitments made prior to the October 3 formulation and execution, cash management, deadline for the TARP programs which are accounting, financial systems, financial disbursed over time. For those assets already reporting, program and internal metrics purchased, OFS will continue to wind down analytics, modeling cash flows, and internal TARP and manage the remaining TARP controls. investments in order to recover as much of taxpayers’ funds as possible. The Office of the Chief of Management and Operations (CMO) is responsible for developing OFS is headed by the Assistant Secretary for the operating infrastructure and managing Financial Stability, appointed by the President internal operations in OFS. with the advice and consent of the Senate. Reporting to the Assistant Secretary for The Office of the Chief of Homeownership Financial Stability are seven major Preservation (HPO) is responsible for identifying organizations: the Chief Investment Officer, the opportunities to help homeowners and Chief Financial Officer, the Chief of overseeing homeownership programs while also Management and Operations, the Chief of protecting taxpayers. Homeownership Preservation, the Chief of OFS Internal Review, the Chief Reporting Officer, The Office of Internal Review (OIR) is and the Chief Compliance Officer. A Chief responsible for identifying the most significant Counsel’s Office reports to the Assistant risks that TARP faces, both internally and Secretary and to the Office of the General externally. Counsel in the Department of Treasury. The Office of the Chief Reporting Officer (CRO) The OFS organization chart follows: is responsible for periodic reports to the Congress as required by EESA. The Office of the Chief Compliance Officer (CCO), created in December 2011, is responsible for establishing processes to help ensure that TARP recipients, participants, contractors, and agents conduct their TARP-related activities in accordance with applicable laws, regulations, program guidance, and contract requirements. 3 MANAGEMENT‘S DISCUSSION AND ANALYSIS AGENCY FINANCIAL REPORT | FISCAL YEAR 2012 This office was previously part of the Office of OFS is not envisioned as a permanent Internal Review. organization, so to the maximum extent possible when economically efficient and appropriate, The Office of the Chief Counsel reports OFS utilizes private sector expertise in support functionally to the Office of General Counsel at of the execution of TARP programs. Fannie Mae the Department of the Treasury and provides and Freddie Mac accounted for 56.3 percent of legal advice to the Assistant Secretary. The the fiscal year 2012 administrative cost ($151 Office is involved in the structuring of OFS million of $268 million) to assist OFS in the programs and activities to ensure compliance administration and compliance oversight of the with EESA and with other laws and regulations. Making Home Affordable Program. The Office of the Chief Counsel is also Additionally, asset managers were hired to serve responsible for coordinating OFS’ work with the as financial agents in assisting with managing external oversight entities including the the assets associated with several TARP Government Accountability Office (GAO), the programs. Private sector firms were also Special Inspector General for TARP (SIGTARP), engaged to assist with the significant volume of the Financial Stability Oversight Board and the TARP work in the areas of custodial services, Congressional Oversight Panel (COP) through accounting and internal controls, modeling, the end of its existence on April 3, 2011. administrative support, facilities, legal advisory, financial advisory, and information technology. Overview of TARP for Fiscal Year 2012 OFS Strategic Goal and Operational Goals • Promote transparency. EESA provided the Secretary of the Treasury Details on programs developed in support of with the authorities and facilities to help restore these Operational Goals can be found later in liquidity and stability to the U.S. financial this Management’s Discussion and Analysis system. EESA also provided specific authority under Operational Goals. As noted earlier, the to take certain actions to help prevent avoidable focus of OFS is now to wind down the programs foreclosures. As such, OFS’ strategic goal is to that were statutorily implemented with a ensure the overall stability and liquidity of the mandate to stabilize the financial system and to financial system, prevent avoidable foreclosures continue to implement the programs for the and preserve homeownership. housing market. In light of this strategic goal, OFS established Fiscal Year 2012 Financial Summary and the following operational goals for TARP and Cumulative Net Income developed a number of programs to help stabilize the U.S. financial system and the EESA provided TARP authority to purchase or housing market: guarantee up to $700.0 billion in troubled assets. 4 EESA spending authority would have • Ensure the overall stability and liquidity terminated December 30, 2009; however, as of the financial system. authorized under Section 120(b) of EESA, the • Make capital available to viable Secretary of the Treasury certified the extension institutions. of TARP authority until October 3, 2010, with • Provide targeted assistance as needed. • Increase liquidity and volume in 4The Helping Families Save Their Homes Act of 2009, securitization markets. Pub. L. No. 111-22, Div. A, amended the act and • Prevent avoidable foreclosures and help reduced the maximum allowable amount of preserve homeownership. outstanding troubled assets under the act by $1.3 • Protect taxpayer interests. billion, from $700.0 billion to $698.7 billion. MANAGEMENT‘S DISCUSSION AND ANALYSIS 4 THE DEPARTMENT OF THE TREASURY | OFFICE OF FINANCIAL STABILITY the submission of a written certification to Results of TARP Operations (Fiscal Year Congress. 2012 and Fiscal Year 2011) The Dodd-Frank Act 5 amended EESA by OFS’ fiscal year 2012 net income from capping total purchase and guarantee authority operations of $7.7 billion includes the reported at a cumulative $475.0 billion and limiting any net income related to loans, equity investments, new obligations to programs or initiatives that and other credit programs. For the fiscal year were initiated prior to June 25, 2010. OFS ended September 30, 2012, OFS reported net reduced TARP program allocations to conform to subsidy income for six programs – the Capital these limitations. Purchase Program (CPP), the Community Development Capital Initiative (CDCI), the Based on operations for the year ended Term Asset-Backed Securities Loan Facility September 30, 2012, OFS reports the following (TALF), the SBA 7(a) Securities Purchase key results: Program, Asset Guarantee Program (AGP) and the American International Group, Inc (AIG) • Since its inception, TARP has disbursed Investment Program. These programs $417.6 billion in direct loans, equity collectively reported net subsidy income of $11.4 investments and support for the billion. Also, for the fiscal year ended Treasury housing programs under September 30, 2012, OFS experienced net TARP. subsidy cost for three programs – the Public- Private Investment Program (PPIP), the • In fiscal year 2012, OFS disbursed $1.0 Automotive Industry Financing Program (AIFP), billion for loans and equity investments and the Federal Housing Agency Refinance as well as $3.1 billion in payments for Program totaling $445 million. Fiscal year 2012 Treasury housing programs under expenses for the Treasury housing programs TARP, and reported net income from under TARP of $3.0 billion and administrative operations of $7.7 billion. expenses of $268 million bring the total reported fiscal year net income from operations to $7.7 • During fiscal year 2012, OFS received billion, as shown in Table 1. For the fiscal year $49.9 billion from repayments of loans ended September 30, 2011, the net cost of and repurchases and sales of operations was $9.5 billion as reflected in investments. Table 1. These net income and net cost amounts reported in the financial statements reflect only • As of September 30, 2012, OFS reported transactions through September 30, 2012 and $40.2 billion (excluding a $1.0 billion September 30, 2011, respectively, and therefore receivable related to the Asset are different than lifetime cost estimates made Guarantee Program) for the value of for budgetary purposes. loans and equity investments outstanding. 5Pub. L. 111-203. 5 MANAGEMENT‘S DISCUSSION AND ANALYSIS AGENCY FINANCIAL REPORT | FISCAL YEAR 2012 Table 1: Net Income (Cost) of TARP Operations (Dollars in billions)1 From TARP’s For the Year For the Year Inception Ended Ended through September 30, September 30, September 30, TARP Program 2012 2011 20123 Bank Support Programs Capital Purchase Program $ 1.9 $ 1.8 $ 14.9 Targeted Investment Program --- 0.2 4.0 Asset Guarantee Program 0.2 --- 3.9 Community Development Capital Initiative --- 0.1 (0.2) Credit Market Programs Public-Private Investment Program (0.2) 1.8 2.4 Term Asset-Backed Securities Loan Facility 0.1 0.1 0.5 SBA 7(a) Securities Purchase Program --- --- --- Other Programs Automotive Industry Financing Program (0.2) (9.7) (23.8) American International Group Investment 9.2 (1.6) (15.2) Program2 FHA-Refinance Program --- --- --- Total Net Subsidy Income (Cost) 11.0 (7.3) (13.5) Additional TARP (Costs) Treasury Housing Programs Under TARP (excluding FHA-Refinance Program) (3.0) (1.9) (5.7) Administrative Costs (0.3) (0.3) (1.1) Total Net Income (Cost) of TARP Operations $ 7.7 $ (9.5) $ (20.3) 1 Information in Table 1 is presented in billions of dollars to ensure consistency with other tables in this Management’s Discussion and Analysis; similar information is presented in the financial statements in millions of dollars. 2 The amounts for AIG reflect only the operations/activities of TARP and do not reflect proceeds received from the sale of shares of AIG common stock held by Treasury outside of TARP (non-TARP shares). For further details, see the discussion of the American International Group Investment Program, beginning on p. 28. 3Inception through September 30, 2012 column includes dollar amounts related to the ($18.5) billion net cost of operations for the period from inception through September 30, 2010. Over time the cost of TARP programs will actually disbursed, repayments to OFS from change. As described later in the MD&A, and in program participants or from sales of the the OFS audited financial statements, these investments, write-offs and losses, net estimates are based in part on currently outstanding balance as of September 30, 2012, projected economic factors. These economic and cash inflows on the investments in the form factors will likely change, either increasing or of dividends, interest or other fees. As of decreasing the lifetime cost of TARP. September 30, 2012, $49.4 billion of the $467.0 billion in purchase and guarantee authority TARP Program Summary remained unused. 6 Table 2 provides a financial summary for TARP programs since TARP inception on October 3, 6OFS tracks costs in accordance with Federal budget 2008, through September 30, 2012. For each procedures. First, OFS enters into legally binding program, the table provides utilized TARP “obligations” to invest or spend the funds for TARP authority (which includes purchases made, legal programs. Then, funds are disbursed over time commitments to make future purchases, and pursuant to the obligations. In any given case, it is possible that the full amount obligated will not be offsets for guarantees made), the amount disbursed. MANAGEMENT‘S DISCUSSION AND ANALYSIS 6 THE DEPARTMENT OF THE TREASURY | OFFICE OF FINANCIAL STABILITY Table 2: TARP Summary1 From TARP Inception through September 30, 2012 (Dollars in billions) Purchase Received Price or Investment Write- Out- from Guarantee Total $ Sales and offs and standing Invest- Amounts Disbursed Repayments Losses3 Balance4 ments Bank Support Programs $ 204.9 $ 204.9 $ (193.2)6 $ (3.0) $ 8.7 $ 26.4 Capital Purchase Program5 Targeted Investment 40.0 40.0 (40.0) - - 4.4 Program 5.0 - - - - 3.0 Asset Guarantee Program Community Development 0.6 0.6 - - 0.6 - Capital Initiative Credit Market Programs Public Private Investment 21.6 18.6 (8.8) - 9.8 2.4 Program Term Asset-Backed 1.4 0.1 - - 0.1 - Securities Loan Facility SBA 7(a) Securities 0.4 0.4 (0.4) - - - Purchase Program Other Programs Automotive Industry 79.7 79.7 (35.1) (7.4) 37.2 5.7 Financing Program American International Group Investment 67.8 67.8 (49.3) (11.8) 6.7 1.0 Program2 Sub-total for Investment 421.4 412.1 (326.8) (22.2) 63.1 42.9 Programs Treasury Housing 45.67 5.5 N/A N/A N/A N/A Programs under TARP Total for TARP Program $ 467.0 $ 417.6 $ (326.8) $ (22.2) $ 63.1 $ 42.9 1This table shows TARP activity for the period from inception through September 30, 2012, on a cash basis. Received from investments includes dividends and interest income reported in the Statement of Net Cost, and proceeds from sale and repurchases of assets in excess of costs. 2The amounts for AIG reflect only the operations of TARP and do not reflect proceeds received from the sale of shares of AIG common stock held by Treasury outside of TARP (non-TARP shares). For further details, see the discussion of the American International Group Investment Program, beginning on page 27. 3 Losses represent proceeds less than cost on sales of assets which are reflected in the financial statements within “net proceeds from sales and repurchases of assets in excess of (less than) cost”. 4 Total disbursements less repayments, write-offs and losses do not equal the total outstanding balance because the disbursements for the Treasury housing programs under TARP generally do not require (and OFS does not expect) repayments. 5OFS received $31.9 billion in proceeds from sales of Citigroup common stock, of which $25.0 billion is included at cost in investment sales, and $6.9 billion of net proceeds in excess of cost is included in Received from Investments. 6Includes $2.2 billion of SBLF refinancing outside of TARP and CDCI exchanges from CPP of $363 million. 7 Individual obligation amounts are $29.9 billion for the Making Home Affordable Program, $7.6 billion for the Hardest Hit Fund, and $8.1 billion committed for the FHA-Refinance Program. Most TARP funds have been used to make OFS has generally received dividends on the investments in preferred stock or to make loans. preferred stock and interest payments on the 7 MANAGEMENT‘S DISCUSSION AND ANALYSIS AGENCY FINANCIAL REPORT | FISCAL YEAR 2012 loans from the institutions participating in OFS also received warrants in connection with TARP programs. These payments represent most of its investments, which provides an additional proceeds received on OFS’ TARP opportunity for taxpayers to realize additional investments. From inception through proceeds on investments. Since the program’s September 30, 2012, OFS received a total of inception, OFS has received $9.3 billion in gross $23.0 billion in dividends and interest. proceeds from the disposition of warrants associated with 169 CPP investments, both TIP OFS has conducted several sales of its positions investments, and AGP, consisting of (i) $3.9 in banking institutions as part of its exit billion from issuer repurchases at agreed upon strategy for winding down TARP. OFS plans to values and (ii) $5.4 billion from auctions. sell its investments in banks that are not TARP’s Warrant Disposition Report is posted on expected to be able to repay Treasury in the the OFS website at the following link: foreseeable future. These sales are being http://www.financialstability.gov/latest/reportsa conducted over time and in stages and include nddocs.html. both common and preferred stock. During fiscal year 2012, OFS sold its positions in 40 banks for Table 3 shows the breakdown of receipts for the $1.3 billion in aggregate proceeds through periods ended September 30, 2012 and 2011 for individual public and private auctions resulting all TARP programs combined as well as totals in proceeds less than cost of $180 million for for the period from inception through September those investments. 30, 2012. Table 3: TARP Receipts and Repayments on Investments/Loans 1 (Dollars in billions) For the Year For the Year From TARP’s Ended Ended inception through September 30, September 30, September 30, 2012 2011 20122 Dividends, Interest, Warrant Repurchases and Additional Notes Dividends and Interest $ 2.9 $ 3.7 $ 23.0 Sales/Repurchases of Warrants and Warrant Preferred Stock and 0.1 1.5 9.7 Additional Notes Proceeds in Excess of Cost 0.4 6.2 10.2 Subtotal 3.4 11.4 42.9 Investment/Loan Repayments Sales/Repurchases/Repayments on 43.9 66.5 303.1 Investments3 Loan Principal Repaid 6.0 6.3 23.7 Subtotal 49.9 72.8 326.8 Grand Total $ 53.3 $ 84.2 $ 369.7 1 This table shows TARP activity on a cash basis. 2 The total reported for Inception through September 30, 2012 column includes the $232.2 billion in receipts and repayments related to the period from inception through September 30, 2010. 3 Includes $2.2 billion of SBLF refinancing outside of TARP and CDCI exchanges from CPP of $363 million. MANAGEMENT‘S DISCUSSION AND ANALYSIS 8 THE DEPARTMENT OF THE TREASURY | OFFICE OF FINANCIAL STABILITY Summary of TARP Direct Loans and Equity Investments Table 4 provides information on the estimated Estimated Value of the Investment column values of TARP direct loan and equity represents the present value of net cash inflows investments by program, as of the end of fiscal that OFS estimates it will receive from the loans years 2012 and 2011. (Treasury housing and equity investments. These estimates include programs under TARP are excluded from the market risk assumptions. For equity securities, chart because no repayments are expected). The this amount represents fair value. The total Outstanding Balance column represents the difference of $22.9 billion (2012) and $42.3 amounts disbursed by OFS relating to the loans billion (2011) between the two columns is and equity investments that were outstanding considered the “subsidy cost allowance” under as of September 30, 2012 and 2011. The the Federal Credit Reform Act methods OFS follows for budget and accounting purposes (see Note 6 in the financial statements for further discussion). 7 Table 4: Summary of TARP Direct Loans and Equity Investments (Dollars in billions) Estimated Outstanding Estimated Value Outstanding Value of Balance as of of Investment as Balance as of Investment as September 30, of September 30, September 30, of September Program 20121 2012 20111 30, 2011 Bank Support Programs Capital Purchase Program $ 8.7 $ 5.7 $ 17.3 $12.4 Community Development 0.6 0.4 0.6 0.4 Capital Initiative Credit Market Programs Public Private Investment 9.8 10.8 15.9 18.4 Program Term Asset-Backed 0.1 0.7 0.1 0.6 Securities Loan Facility SBA 7(a) Securities Purchase Program --- --- 0.1 0.1 Other Programs Automotive Industry 37.2 17.5 37.3 17.8 Financing Program American International 6.7 5.1 51.1 30.4 Group Investment Program Total $ 63.1 $ 40.2 $ 122.4 $ 80.1 1 Before subsidy cost allowance. 7 The subsidy cost in Table 1 and on the Statement of Net Cost, is composed of (1) the change in the subsidy cost allowance, net of write-offs, (2) net intra-governmental interest cost, (3) certain inflows from the direct loans and equity investments (e.g., dividends, interest, net proceeds from sales and repurchases of assets in excess of cost, and other realized fees), and (4) the change in the estimated discounted net cash flows related to the asset guarantee program and FHA-Refinance Program. 9 MANAGEMENT‘S DISCUSSION AND ANALYSIS AGENCY FINANCIAL REPORT | FISCAL YEAR 2012 The ultimate cost of TARP will not be known for Comparison of Estimated Lifetime TARP some time. The financial performance of the Costs Over Time programs will depend on many factors such as future economic and financial conditions, and Market conditions and the performance of the business prospects of specific institutions. specific financial institutions are critical The cost estimates are sensitive to slight determinants of TARP’s estimated lifetime cost. changes in model assumptions, such as general The changes in the OFS estimates since TARP’s economic conditions, specific stock price inception through September 30, 2012, provide a volatility of the entities in which OFS has an good illustration of this impact. Table 5 provides equity interest, estimates of expected defaults, information on how OFS’ estimated lifetime cost and prepayments. If OFS receives repayments of TARP has changed over time. These costs faster than expected and incurs lower than fluctuate in large part due to changes in the expected defaults, TARP’s ultimate cost on these market prices of common stock for AIG and investments may be lower than estimated. General Motors (GM) and the estimated value of Wherever possible, OFS uses market prices of the Ally Financial (Ally) stock. This table tradable securities to estimate the fair value of assumes that all expected investments (e.g. TARP investments. Use of market prices was PPIP) and disbursements for Treasury housing possible for TARP investments that trade in programs under TARP are completed, and public markets or are closely related to tradable adhere to general government budgeting securities. For those TARP investments that do guidance. This table will not tie to the financial not have direct analogs in private markets, OFS statements since it includes investments and uses internal market-based models to estimate other disbursements expected to be made in the the market value of these investments. All future. Table 5 is consistent with the estimated future cash flows are adjusted for market risk. TARP lifetime cost disclosures on the OFS web Further details on asset valuation can be found site at: in Note 6 of the Financial Statements. http://www.treasury.gov/initiatives/financial- stability/Pages/default.aspx. The cost amounts in Table 5 are based on assumptions regarding future events, which are inherently uncertain. MANAGEMENT‘S DISCUSSION AND ANALYSIS 10 THE DEPARTMENT OF THE TREASURY | OFFICE OF FINANCIAL STABILITY Table 5: Estimated Lifetime TARP Costs (Income)1 (Dollars in billions) Estimated Lifetime Cost (Income) as of September 30 Program 20095 2010 2011 2012 Bank Support Programs Capital Purchase Program $ ( 14.6) $ ( 11.2) $ ( 13.0) $ ( 14.9) Targeted Investment Program ( 1.9) ( 3.8) ( 4.0) ( 4.0) Asset Guarantee Program2 ( 2.2) ( 3.7) ( 3.7) ( 3.9) Community Development 0.4 0.3 0.2 0.2 Capital Initiative Credit Market Programs Public Private Investment 1.4 ( 0.7) ( 2.4) ( 2.4) Program Term Asset-Backed Securities ( 0.3) ( 0.4) ( 0.4) ( 0.5) Loan Facility SBA 7(a) Securities Purchase N/A --- --- --- Program Other Programs Automotive Industry Financing 34.5 14.7 23.6 24.3 Program American International Group 56.8 36.9 24.3 15.3 Investment Program3 Subtotal 74.1 32.1 24.6 14.1 Treasury Housing Programs 50.0 45.6 45.6 45.6 under TARP4 Total $ 124.1 $ 77.7 $ 70.2 $ 59.7 1 Estimated program costs (+) or savings (in parentheses) over the life of the program, including interest on re- estimates and excluding administrative costs. 2 Prior to the termination of the guarantee agreement, Treasury guaranteed up to $5.0 billion of potential losses on a $301.0 billion portfolio of loans. 3 The amounts for AIG reflect only the operations of TARP and do not reflect proceeds received from the sale of shares of AIG common stock held by Treasury outside of TARP (non-TARP shares). For further details, see the discussion of the American International Group Investment Program, beginning on page 27. 4 Includes FHA-Refinance Program, which is accounted for under credit reform. 5 Estimated lifetime cost for 2009 includes funds for projected disbursements and anticipated obligations. 11 MANAGEMENT‘S DISCUSSION AND ANALYSIS AGENCY FINANCIAL REPORT | FISCAL YEAR 2012 Key Trends/Factors Affecting TARP Future Activities and Ultimate Cost This section provides additional TARP analytic disbursed in association with all Making Home information and enhanced sensitivity analysis Affordable (MHA) modifications made as of focusing on the remaining TARP September 30, 2012, if all active modifications dollars/continued taxpayer exposure and what is were to remain current and receive incentives likely to affect the expected future return. As of for five years. The program is continuing to September 30, 2012, one TARP program – the enter into new modifications, as the termination AIFP – has more than $10 billion still date was extended to December 31, 2013. outstanding and remains at the most risk of Separately, $7.6 billion has been allocated for additional taxpayer loss. Going forward, the the Hardest Hit Fund and $8.1 billion for the collections or costs from the AIFP and the FHA Refinance Program. expenditures for Treasury housing programs under TARP are expected to most significantly Sensitivity Analysis affect the lifetime cost of TARP. The ultimate value of TARP investments will Automotive Industry Financing Program only be known in time. Realized values will vary from current estimates in part because economic As of September 30, 2012, OFS’ gross AIFP and financial conditions will change. Many investments outstanding in GM and Ally TARP investments do not have readily Financial totaled $37.2 billion, with an observable values and their values can only be estimated value of $17.5 billion. The future estimated by OFS. value of OFS’ investment in GM will depend on the market price of GM common stock, which is Sensitivity analysis is one way to get some feel affected by a variety of factors specific to the for the degree of uncertainty around the OFS financial condition and results of operations of estimates. In the analysis reported here, OFS GM as well as factors pertaining to the industry focuses on the AIFP as it is the only remaining and the overall economy, such as the program with investments in excess of $10.0 competitiveness of U.S. manufacturers, both billion. domestically and internationally, and macroeconomic conditions (unemployment, Gross Domestic Product growth, etc.) which AIFP Analysis affect the overall trends in auto sales. The The most important inputs to the valuation of future value of OFS’ investment in Ally will OFS’ outstanding investments under the AIFP depend on industry and macroeconomic factors are the market price of New GM common stock as well as company-specific factors, including in and the change in the estimated value of Ally particular the ability of the company to resolve Financial common stock, which is driven by the bankruptcy of its subsidiary, Residential certain pricing metrics of comparable public Capital, LLC (ResCap), in a timely and cost- financial institutions. Table 6 shows the change effective manner, and the proceeds realized from in estimated value of OFS outstanding AIFP the sale of its international operations. investments based on a 10 percent increase and 10 percent decrease in the trading price of the Treasury Housing Programs Under TARP New GM common stock and separately a 10 percent increase and 10 percent decrease in the OFS committed $45.6 billion to fund Treasury estimated value of the Ally Financial common housing programs under TARP. From inception stock. Figure A shows that the securities have through September 30, 2012, $5.5 billion has recently been trading within the range used in been disbursed under these programs. Based the analysis as well as outside of this range, only on the permanent modifications in place as illustrating the uncertainty around the cost of September 30, 2012, OFS estimates that $10.5 estimates. billion in incentive fees will ultimately be MANAGEMENT‘S DISCUSSION AND ANALYSIS 12 THE DEPARTMENT OF THE TREASURY | OFFICE OF FINANCIAL STABILITY Table 6: Impact on AIFP Valuation (Dollars in billions) September 30, 2012 Effect of 10% Effect of 10% Reported Value for Increase Decrease AIFP Impact of GM on AIFP $17.55 $18.68 $16.41 % change from current N/A 6.40% (6.40)% Impact of Ally (formerly $17.55 $18.16 $16.93 GMAC) on AIFP % change from current N/A 3.50% (3.50)% Figure A shows the daily closing price of the September 30, 2012 was $22.75. The dashed New GM common stock since the initial public lines represent the high and low price used in offering in November 2010. The closing price for the sensitivity analysis. 13 MANAGEMENT‘S DISCUSSION AND ANALYSIS AGENCY FINANCIAL REPORT | FISCAL YEAR 2012 Systems, Controls, and Legal Compliance MANAGEMENT ASSURANCE STATEMENT The Office of Financial Stability's (OFS) management is responsible for establishing and maintaining effective internal control and financial management systems that meet the objectives of the Federal Managers’ Financial Integrity Act (FMFIA), 31 U.S.C. 3512(c),(d). OFS has evaluated its management controls, internal controls over financial reporting, and compliance with the federal financial systems standards. As part of the evaluation process, we considered the results of extensive documentation, assessment and testing of controls across OFS, as well as the results of independent audits. We conducted our reviews of internal controls in accordance with FMFIA and Office of Management and Budget (OMB) Circular A-123. As a result of our reviews, management concludes that the management control objectives described below, taken as a whole, were achieved as of September 30, 2012. Specifically, this assurance is provided relative to Section 2 (internal controls) and 4 (systems controls) of FMFIA. OFS further assures that the financial management systems relied upon by OFS are in substantial compliance with the requirements imposed by the Federal Financial Management Improvement Act (FFMIA). OFS' internal controls are designed to meet the management objectives established by Treasury and listed below: (a) Programs achieve their intended results; (b) Resources are used consistent with overall mission; (c) Programs and resources are free from waste, fraud, and mismanagement; (d) Laws and regulations are followed; (e) Controls are sufficient to minimize any improper or erroneous payments; (f) Performance information is reliable; (g) System security is in substantial compliance with all relevant requirements; (h) Continuity of operations planning in critical areas is sufficient to reduce risk to reasonable levels; and (i) Financial management systems are in compliance with federal financial systems standards, i.e., FMFIA Section 4 and FFMIA. In addition, OFS management conducted its assessment of the effectiveness of internal control over financial reporting, which includes safeguarding of assets and compliance with applicable laws and regulations, in accordance with OMB Circular A-123, Management’s Responsibility for Internal Control, Appendix A, Internal Control over Financial Reporting. Based on the results of this evaluation, OFS provides unqualified assurance that internal control over financial reporting is appropriately designed and operating effectively as of September 30, 2012, with no related material weaknesses noted. Sincerely, Timothy G. Massad Assistant Secretary for Financial Stability MANAGEMENT‘S DISCUSSION AND ANALYSIS 14 THE DEPARTMENT OF THE TREASURY | OFFICE OF FINANCIAL STABILITY Internal Control Program The SAT is chaired by the Deputy Chief Financial Officer and includes representatives OFS management remains committed to from all OFS functional areas. Furthermore, maintaining effective internal controls in OFS has an internal control framework in place safeguarding taxpayer dollars while providing that is based on the principles of the Committee financial stability through the TARP. OFS of Sponsoring Organizations of the Treadway continues to have a high performing internal Commission (COSO). The SAT leverages this control program in compliance with the Federal framework in communicating control objectives Managers’ Financial Integrity Act (FMFIA). across the organization and to its third party The OFS Risk and Control Group (RCG) works service providers. closely with program managers and support personnel to maintain robust internal controls RCG operates under the direction of the Chief across business functions. RCG also coordinates Financial Officer (CFO) and is guided by the with the OFS Office of Financial Agents (OFA) SAT. RCG monitors the implementation of the to ensure that third party service providers internal control framework and is responsible whose work has a potential financial reporting for assessing the achievement of management impact on OFS have well designed and effective control objectives by: internal control environments supporting the TARP. During fiscal year 2012, OFS continued • Integrating management controls into to implement effectively its internal control OFS business processes by: environment as demonstrated below: o Maintaining internal control • Business processes supporting existing documentation, programs, including internal control activities, utilized increasingly well- o Developing and designing defined policies and procedures and internal control responsibilities internal control documentation. OFS with business owners before management regularly monitors major program transactions, and activities to confirm that control procedures are performed consistently o Enhancing the monitoring of and as designed. control effectiveness during or after significant new program • OFS made significant progress in events; addressing findings and areas for improvement in the internal control • Conducting “lessons learned” sessions to environment identified through OFS' identify and remediate areas requiring self-assessment processes (e.g., OMB improvement; Circular A-123 internal controls over financial reporting assessment, annual • Performing periodic sample-based assurance statement process) and testing of key controls across mature through work performed by the oversight business processes; and, bodies (i.e., GAO and SIGTARP). • Monitoring feedback from oversight • OFS continued to make improvements in bodies. information technology (IT) in fiscal year 2012 to drive efficiencies through the In addition, the internal control environment increased automation of the operational supporting TARP undergoes continuous and accounting environments. improvement to remain effective and is subject to significant third party oversight by the GAO OFS has a Senior Assessment Team (SAT) to and the SIGTARP. guide the organization’s efforts to meet the statutory and regulatory requirements The Assistant Secretary for Financial Stability surrounding a sound system of internal control. reports annually to the Under Secretary for 15 MANAGEMENT‘S DISCUSSION AND ANALYSIS AGENCY FINANCIAL REPORT | FISCAL YEAR 2012 Domestic Finance on the adequacy of the various increases agency payment recapture efforts by internal controls throughout OFS to include requiring reviews of all programs with annual financial management systems compliance. This payments of $1 million or more, if cost effective. assurance statement covers OFS’ compliance IPERA requires agencies to report information with the FMFIA, the Federal Financial on their significant improper payments and Management Improvement Act (FFMIA) and recapture audit programs to the President and OMB Circular A-123 (Management’s Congress annually. Responsibility for Internal Control). In order to support the Assistant Secretary’s letter of The elimination of improper payments is a major assurance, the respective OFS functional areas focus of OFS senior management. Managers are prepare individual statements of assurance. held accountable for developing and These individual statements of assurance strengthening financial management controls to provide evidence supporting the achievement of detect and prevent improper payments, and OFS’ internal control objectives and disclose any thereby better safeguard taxpayer dollars. OFS noted internal control weaknesses. carried out its fiscal year 2012 IPERA review per Treasury-wide guidance and did not assess Information Technology Systems any programs or activities as susceptible to significant erroneous payments. However, In fiscal year 2012, OFS continued to utilize and management did identify the following matter: improve the Core Investment Transaction Flow (CITF), TARP’s system of record and accounting • A number of Making Home Affordable translation engine. OFS added standardized (MHA) investor cost share payments management reports to CITF to improve its were erroneously calculated due to data usefulness to management decision-making and discrepancies between servicer files and added functionality to capture key data elements the MHA system of record. Data that for use in preparing the financial statements servicers upload to the MHA system of and associated notes. record is used to calculate these incentive payments. The overall impact Other systems are supported by financial of the data errors on incentive payments agents, which provide services to OFS. The was immaterial, and OFS management financial agency agreements maintained by the required servicers to take action to Treasury Office of the Fiscal Assistant Secretary correct these data discrepancies. in support of OFS require financial agents to design and implement suitably robust security In fiscal year 2012, OFS concluded that a plans and internal control programs, to be payment recapture audit was not cost effective reviewed and approved by OFS at least as all programs were deemed to have a low risk annually. of significant improper payments. For many programs, OFS already has procedures in place In addition, OFS utilizes financial systems to review payments for completeness and maintained by Treasury Departmental Offices accuracy prior to and after disbursement. and various Treasury bureaus. These systems Management leveraged OFS’ extensive internal are in compliance with federal financial systems control testing results or other compliance standards and undergo regular independent activities to corroborate risk assessment results, audits. as well as the Bureau of the Public Debt’s testing results over administrative Compliance with the Improper Payments disbursements. Elimination and Recovery Act (IPERA) On April 12, 2012, OMB issued Memorandum The Improper Payments Elimination and 12-11 "Reducing Improper Payments through Recovery Act of 2010 (IPERA) requires agencies the 'Do Not Pay List,'" based on a Directive to review their programs and activities annually provided by the President in June 2010. The to identify those susceptible to significant President directed agencies to "review current improper payments. IPERA significantly pre-payment and pre-award procedures and MANAGEMENT‘S DISCUSSION AND ANALYSIS 16 THE DEPARTMENT OF THE TREASURY | OFFICE OF FINANCIAL STABILITY ensure that a thorough review of available databases with relevant information on • Third party service providers will eligibility occurs before the release of any continue to support critical services as Federal funds." In order to achieve this mission, programs continue to wind down. OFS the President directed the creation of a single will monitor these third parties closely to point of entry through which agencies would safeguard the operational efficiency of access relevant data before determining programs and processes. eligibility for Federal funding commonly referred to as the "Do Not Pay List." Prior to the release • As OFS programs conclude and staff of this directive, OFS already had strong continues to decrease, OFS plans to controls in place to help ensure payment streamline the number and depth of eligibility. In fiscal year 2013 and beyond, OFS policies and procedures to make them will, as appropriate, integrate the "Do Not Pay more efficient and reduce the List” solution into its processes. maintenance burden. OFS will manage this process through the Senior Areas for Improvement Assessment Team to ensure that any resulting risk is minimal and controlled. Over the next year, OFS management will focus on maintaining its internal control environment • OFS has developed information in several key areas as follows: technology capabilities to increase efficiency and automate manual • As programs continue to wind down, processes. Continuing to leverage OFS will remain vigilant to maintain existing information technology assets effective processes and controls. OFS will help reduce risks associated with management will take steps to sustain human error. In addition, OFS adequate segregation of duties and the management will continue to strengthen right level of institutional knowledge IT-related controls towards a more among remaining staff as the size of the mature IT environment supporting core organization decreases. business processes. Limitations of the Financial Statements The principal financial statements have been (GAAP) for Federal entities and the formats prepared to report the financial position and prescribed by the OMB, the statements are in results of operations of OFS’ TARP programs, addition to the financial reports used to monitor consistent with the requirements of 31 U.S.C. and control budgetary resources which are 3515(b). While the statements have been prepared from the same books and records. prepared from the books and records of the OFS and the Department of the Treasury in The statements should be read with the accordance with section 116 of EESA and realization that they are for a component of the Generally Accepted Accounting Principles U.S. Government, a sovereign entity. 17 MANAGEMENT‘S DISCUSSION AND ANALYSIS AGENCY FINANCIAL REPORT | FISCAL YEAR 2012 Operational Goals The following discussion of OFS goals and Bank Support Programs (CPP, TIP, TARP programs focuses largely on the AGP, CDCI) significant events that occurred from inception through fiscal year 2012. A more Capital Purchase Program comprehensive discussion of each program, including its development and prior years’ performance, can be found in the TARP Two- OFS launched the Capital Purchase Program Year Retrospective, the TARP Three Year (CPP), the largest and most significant Anniversary Report, and the TARP Four Year program under EESA, on October 14, 2008. Retrospective (expected to be published in Through the CPP, OFS provided capital December 2012) which are available at: infusions directly to banks and thrifts deemed http://www.treasury.gov/initiatives/financial- viable by their regulators to bolster the capital stability/reports/Pages/default.aspx position of institutions of all sizes and, in doing so, to build confidence in these institutions and the financial system as a Operational Goal One: Ensure whole. With the additional capital, CPP the Overall Stability and participants were better equipped to undertake new lending and continue to Liquidity of the Financial provide other services to consumers and System businesses, even while absorbing write-downs and charge-offs on loans that were not The first and most significant goal of TARP performing. was to help restore stability to the financial system. Despite recent volatility in the stock In the period following the CPP market and shocks in the global economy, the announcement, OFS provided $204.9 billion in U.S. financial system today is more stable capital to 707 institutions of all sizes and than it was during the midst of the 2008 types across the country, including more than crisis. 450 small and community banks and 22 community development financial institutions Financial markets and the economy continue (CDFIs) (see Table 7 below). The largest to recover. Credit remains available for investment was $25.0 billion and the smallest consumers and businesses. Financial was $301,000. As Table 7 illustrates, smaller institutions hold more capital relative to risk financial institutions make up the vast than they did before the crisis hit. Most of the majority of participants in the CPP. Of the government’s emergency responses to the 707 applications approved and funded by OFS crisis are being wound down in a way that through the CPP by the time it closed to new protects the public’s interest and 88.5 percent institutions on December 31, 2009, 473 or 66.9 of TARP program investments have been percent were institutions with less than $1.0 collected through repayments, sales, billion in assets. dividends, interest and other income. Table 7: CPP Investment Profile CPP Participants Total TARP Investment Asset Range Number Percent Amount Percent <$1 billion 473 66.9% $3.8 1.8% $1 billion - $10 billion 177 25.0% 10.0 4.9% >$10 billion 57 8.1% 191.1 93.3% Total 707 100% $204.9 100% MANAGEMENT‘S DISCUSSION AND ANALYSIS 18 THE DEPARTMENT OF THE TREASURY | OFFICE OF FINANCIAL STABILITY OFS received preferred stock or debt securities in exchange for these investments. Auction (and Other) Sales Most financial institutions participating in the CPP pay OFS a dividend rate of five percent To expedite the wind down of the CPP, OFS per year, which will increase to nine percent will periodically sell preferred stock and per year after the first five years starting in subordinated debt in CPP participants fiscal year 2014. From inception of the through both public and private auctions. program through September 30, 2012, OFS OFS generally employs a modified Dutch has received approximately $193.2 billion in auction 8 process, which establishes a market CPP repayments/sales, along with price by allowing investors to submit bids at approximately $11.8 billion in CPP dividends specified increments. Additional guidance for and interest, and $14.6 billion of proceeds in public auctions is available in prospectuses excess of cost that includes $6.9 billion in net that are filed by the issuers of the preferred proceeds received from the sale of Citigroup stock prior to the opening of each public common stock in excess of cost. auction. For private auctions, the procedures are described in full in the applicable bidder During fiscal year 2012, OFS has focused on letter agreement. winding down the CPP according to the exit strategy it announced on May 3, 2012. That OFS held its first Dutch auction of CPP strategy includes a combination of repayments preferred securities and debentures in March in the case of banks which are expected to 2012, and has held five additional auctions repay in the near future, selling OFS’ since that date. OFS has sold its investments positions in banks through auctions, and in 40 banks with an aggregate outstanding restructuring some investments, typically in balance of $1.5 billion. These auctions connection with a merger or other plan of the resulted in combined proceeds of $1.3 billion bank to infuse capital, in a way that or $180 million in proceeds less than cost. maximizes timely OFS collections and helps avoid bank failures. The extent to which OFS Restructurings employs each of the individual options will depend on market conditions and other Another component of OFS’ exit strategy for factors. the CPP is to restructure certain investments where a bank makes a proposal to do so. This Repayments is typically done in connection with a merger or the bank’s plan to raise new capital. Under the terms of the CPP, participating Treasury agrees to receive cash (sometimes at financial institutions may repay the funds a discount to the original “par” value of the they received at any time, so long as they have investment) or other securities, which can be the approval of their regulators. OFS cannot more easily sold. Treasury will participate in demand repayment of CPP preferred stock, these transactions in limited cases and only if nor is OFS’ approval required for financial the terms help maximize collections on behalf institutions to repay. of taxpayers. During fiscal year 2012, 95 financial institutions fully repaid a total of $8.1 billion, including proceeds from auctions and sales. 8During this modified Dutch auction process, Repayments were received from several of the Treasury, with advice from its external asset largest remaining banks in the program such managers and the auction agents, publicly discloses as Regions Financial Corp ($3.5 billion), Zion’s a minimum bid for each auction. Bidders are able to submit one or more independent bids at different Bancorp ($1.4 billion), and M & T ($0.4 price-quantity combinations at or above the set billion). minimum price. The auction agent does not provide bidders with any information about the bids of other bidders or auction trends, or with advice regarding bidding strategies, in connection with the auction. 19 MANAGEMENT‘S DISCUSSION AND ANALYSIS AGENCY FINANCIAL REPORT | FISCAL YEAR 2012 OFS also received warrants to purchase to those funds that these financial institutions common shares or other securities from the received under the CPP. In December 2009, financial institutions at the time of the CPP both participating institutions repaid their investment. The purpose of the additional TIP investments in full, with dividends. Total securities is to provide opportunities for OFS TIP dividends were about $3.0 billion during to reap additional returns on the investments the life of the program. OFS also received made by it as CPP participants recover. From warrants from each bank which provided the inception of the program through September taxpayer with additional gain on the 30, 2012, OFS has received nearly $7.7 billion investments when OFS sold the BofA in proceeds from the sale/repurchase of CPP warrants in fiscal year 2010 for $1.2 billion warrants. and the Citigroup warrant in fiscal year 2011 for $190 million. TIP closed during fiscal year For additional information, please see OFS’ 2011 and resulted in a positive return for Monthly Report to Congress (also known as taxpayers. the 105a Report), which can be found at: http://www.treasury.gov/initiatives/financial- Asset Guarantee Program stability/reports/Pages/Monthly-Report-to- Congress.aspx Under AGP, OFS acted to support the value of certain assets held by qualifying financial institutions, by agreeing to absorb a portion of Refinancing Through the Small Business the losses on those assets. The program was Lending Fund conducted jointly by Treasury, the FRBNY and the Federal Deposit Insurance In fiscal year 2011, 137 CPP institutions Corporation (FDIC). Like TIP, it was refinanced their CPP investments totaling designed for financial institutions whose more than $2.2 billion using the Small failure could harm the financial system and Business Lending Fund (SBLF). These reduce the potential for “spillover” to the refinancing transactions moved the risk broader financial system and economy. The associated with these institutions’ repayments AGP was used to assist BofA and Citigroup in from OFS to SBLF. SBLF is not a TARP conjunction with TIP investments in those program and does not use TARP funds. The institutions. The arrangement with BofA was SBLF ceased making new commitments at the terminated before it was formally finalized, close of fiscal year 2011. As a result, there with BofA paying OFS a termination fee. were no SBLF refinances in fiscal year 2012. Under the terms of the guarantee agreement with Citigroup, OFS, the FDIC, and the Targeted Investment Program FRBNY received a premium for the guarantee of $7.0 billion in Citigroup preferred stock and OFS established the Targeted Investment warrants. Additional information on the two Program (TIP) in December 2008. Through institutions under AGP can be found in the TIP, OFS sought to prevent a loss of OFS’ fiscal year 2010 Agency Financial Report confidence in critical financial institutions, available at: which could result in significant financial http://www.treasury.gov/initiatives/financial- market disruptions, threaten the financial stability/reports/Pages/Annual-Agency- strength of similarly situated financial Financial-Reports.aspx. institutions, impair broader financial markets, and undermine the overall economy. TIP was Although the guarantee was originally considered “exceptional assistance” for expected to be in place for five to ten years, purposes of executive compensation Citigroup requested that it be terminated in requirements. December 2009 in conjunction with its repayment of $20 billion it received from the OFS invested $20.0 billion in preferred stock TIP. The banking regulators approved its in each of two institutions – Bank of America request in conjunction with Citibank's raising (BofA) and Citigroup – under TIP, in addition of more than $20 billion of private capital. MANAGEMENT‘S DISCUSSION AND ANALYSIS 20 THE DEPARTMENT OF THE TREASURY | OFFICE OF FINANCIAL STABILITY In connection with the termination, Treasury OFS completed funding under this program in and the FDIC kept most of the premium paid September 2010. The total investment by Citigroup. Specifically, the government amount for the CDCI program under TARP is retained a total of $5.2 billion of the $7.0 $570 million for 84 institutions. Of this billion of preferred stock (which had since amount, $363 million resulted from 28 banks been converted to trust preferred securities). exchanging their investments under the CPP OFS’ portion was $2.2 billion. into the CDCI. As of September 30, 2012, one institution representing $7 million went into The FDIC and OFS agreed that, subject to receivership and OFS does not expect any certain conditions, the FDIC would transfer to collection on the associated preferred shares, OFS $800 million of their Citigroup trust and two institutions representing $3 million preferred stock holding plus dividends thereon have fully repaid OFS. Due to the unique contingent on Citigroup repaying its nature of these institutions and the difficulties previously-issued FDIC guaranteed debt faced by the communities they serve, OFS under the FDIC’s Temporary Liquidity designed this program to encourage Guarantee Program which expires on repayment over a longer period of time. So for December 31, 2012. OFS sold its trust the time being, OFS will continue to hold preferred securities in October 2010 and the these investments and will evaluate its AGP warrants in January 2011, leaving only options for exiting them at a later date. the $800 million of trust preferred stock receivable from the FDIC valued at $967 million (including dividends thereon held by FDIC) at September 30, 2012. During fiscal Credit Market Programs (PPIP, year 2013, OFS expects to receive and TALF, SBA 7(a)) liquidate the $800 million Citigroup trust preferred securities. Public-Private Investment Program The AGP is now closed and resulted in a During the financial crisis, many institutions positive return for taxpayers. No OFS and investors were under extreme pressure to payments were made under the program. reduce indebtedness. This de-leveraging process pushed down the market prices for Community Development Capital many financial assets, including troubled Initiative legacy securities (i.e., non-agency residential mortgage-backed securities (RMBS) and The CDFIs focus on providing financial commercial mortgage-backed securities services to communities underserved by (CMBS)) below their fundamental value. traditional banks, such as low- and moderate- Institutions and investors were trapped with income, minority, and other underserved these hard-to-value assets, marked at communities. OFS launched the Community distressed prices on their balance sheets, Development Capital Initiative to help viable which constrained liquidity and the certified CDFIs and the communities they availability of credit in these markets. serve cope with effects of the financial crisis. Under this program, CDFI banks and thrifts The OFS designed the PPIP to facilitate the received investments of capital with an initial purchase of troubled legacy securities (i.e., dividend or interest rate of two percent, non-agency RMBS and CMBS) by providing compared to the five percent rate generally financing on attractive terms as well as a offered under CPP. CDFI banks and thrifts matching equity investment made by private applied to receive capital up to five percent of investors. By drawing new private capital risk-weighted assets. To encourage into the market for legacy RMBS and CMBS, repayment while recognizing the unique PPIP was designed to help restart the market circumstances facing CDFIs, the dividend rate for these securities, thereby facilitating the will increase to nine percent after eight years, removal of these assets from financial compared to five years under CPP. institutions’ balance sheets and allowing for 21 MANAGEMENT‘S DISCUSSION AND ANALYSIS AGENCY FINANCIAL REPORT | FISCAL YEAR 2012 more credit to become available for consumers distributed to the investors, including OFS, in and small businesses. proportion to their equity capital investments. OFS also receives warrants from the PPIFs, Under the program, Public-Private which gives OFS the right to receive a Investment Funds (PPIFs) were established percentage of the profits that would otherwise by private sector fund managers for the be distributed to the private partners that are purpose of purchasing eligible legacy in excess of their contributed capital. The securities from banks, insurance companies, program structure allows for risk to be spread mutual funds, pension funds, and other between the private investors and OFS and eligible sellers as defined under EESA. OFS provides taxpayers with the opportunity for matches equity dollar-for-dollar and lends up positive returns. to the amount of equity raised by the PPIFs for the purpose of purchasing eligible RMBS PPIP Results and CMBS from eligible financial institutions under EESA. Treasury originally committed approximately $22.1 billion of equity and loans to the nine PPIFs have the ability to invest in eligible PPIFs. After completing their fundraising, assets over a three-year investment period PPIFs closed on approximately $7.4 billion of ending in December 2012 for the remaining private sector equity capital commitments, PPIFs. They then have up to five additional which were matched 100 percent by OFS, years, which may be extended for up to two representing $14.7 billion of equity capital more years, to manage these investments and commitments. In the aggregate, all nine return the proceeds to OFS and the other PPIFs had $29.4 billion of total purchasing PPIF investors. PPIP fund managers retain power. The following is a summary of the control of asset selection, purchasing, trading, commitments and investments in individual and disposition of investments. The profits PPIFs as of September 30, 2012. generated by a PPIF, net of expenses, will be Table 8: OFS Commitments and Investments in PPIFs (Dollars in billions) Total Purchase Amount Other PPIF Price Disbursements Repayments Outstanding Receipts3 Cash Back Angelo, Gordon & Co., LP $ 3.6 $ 3.4 $ 1.1 $ 2.3 $ 0.6 $ 1.7 and GE Capital Real Estate BlackRock, Inc 2.1 1.5 0.2 1.3 0.2 0.4 Invesco Ltd.1 2.0 1.7 1.7 - 0.2 1.9 Marathon Asset 1.4 1.4 0.1 1.3 0.2 0.3 Management, LP Oaktree Capital 3.5 1.7 0.3 1.4 - 0.3 Management, LP RLJ Western Asset 1.9 1.9 1.4 0.5 0.4 1.8 Management, LP The TCW Group, Inc2 0.4 0.4 0.4 - - 0.4 Wellington Management 3.4 3.4 0.4 3.0 0.3 0.7 Company, LLP Alliance Bernstein1 3.3 3.2 3.2 0.00 0.5 3.7 Total $ 21.6 $ 18.6 $ 8.8 $ 9.8 $ 2.4 $ 11.2 1 Investment period has expired or been terminated. 2 Thefund has been closed. 3 Other receipts includes interest, investment income and proceeds in excess of cost. Wind Down Status for PPIFs MANAGEMENT‘S DISCUSSION AND ANALYSIS 22 THE DEPARTMENT OF THE TREASURY | OFFICE OF FINANCIAL STABILITY authorized the FRBNY to extend up to $200.0 In March 2012, Invesco Legacy Securities billion in non-recourse loans to borrowers to Master Fund (Invesco Ltd) became the second enable the purchase of newly issued asset- PPIF to sell its remaining investments, backed (including newly issued CMBS and repaying all of the $1.2 billion in debt and legacy CMBS) AAA-rated securities including $581 million in equity capital invested by OFS those backed by consumer loans, student in the fund. Cumulatively, OFS received $18 loans, small business loans, and commercial million in interest and $139 million of real estate loans. In return, the borrowers proceeds in excess of original equity capital, pledged the eligible collateral with a risk including $3 million in warrant proceeds from premium (“haircut”) as security for the loans. Invesco Ltd. Should a borrower default upon its TALF loan or voluntarily surrender the collateral, it In July 2012, RLJ Western formally would be seized and sold to TALF LLC, a terminated its investment period. As of special purpose vehicle created by FRBNY to September 30, 2012, RLJ Western has repaid purchase and hold seized or surrendered all of the $1.2 billion in debt and $144 million collateral. Through September 30, 2012, of the original $621 million in equity capital TALF LLC has not purchased any collateral invested by OFS. Cumulatively, OFS received from the FRBNY. $37 million in interest and $340 million of proceeds in excess of original equity capital. OFS originally committed to provide $20.0 billion in the form of a subordinated loan As of September 2012, Alliance Bernstein also commitment to TALF LLC. This commitment substantially wound down the fund. As of was reduced to $4.3 billion after the program September 30, 2012, Alliance Bernstein has closed to new lending in June 2010, which repaid all of the $2.1 billion in debt and all of represented 10 percent of the outstanding the $1.1 billion in equity capital invested by TALF loans at the time. In June 2012, the OFS in the fund. Cumulatively, OFS received commitment was further reduced to $1.4 $58 million in interest and $448 million in billion at a time when the outstanding loans proceeds in excess of original equity capital. were $3.5 billion. As of September 30, 2012, $1.5 billion of TALF loans due to the FRBNY OFS provides quarterly status reports on the remained outstanding and the TALF program program’s performance. For more information has experienced no losses. OFS does not on these holdings and the performance of the expect any program cost to the taxpayers from PPIFs, readers can refer to the most recent this program. PPIP Quarterly Report available at: http://www.treasury.gov/initiatives/financial- Small Business Administration 7(a) stability/reports/Pages/Public-Private- Securities Purchase Program Investment-Program-Quarterly-Report.aspx Small businesses play an important role in generating new jobs and growth in our Term Asset-Backed Securities Loan economy. The SBA’s 7(a) Loan Guarantee Facility Program assists start-up and existing small businesses that face difficulty in obtaining TALF was a joint Federal Reserve-OFS loans through traditional lending channels. program that was designed to restart the asset-backed securities (ABS) market that To help ensure that credit flows to provide credit to consumers and small entrepreneurs and small business owners, businesses, which had ground to a virtual OFS developed the SBA 7(a) Securities standstill during the early months of the Purchase Program to purchase SBA- financial crisis. guaranteed securities from pool assemblers. Purchasing securities from participating pool Pursuant to its Federal Reserve Act Section assemblers enabled them to purchase 13(3) authority, the Federal Reserve Board additional small business loans from loan 23 MANAGEMENT‘S DISCUSSION AND ANALYSIS AGENCY FINANCIAL REPORT | FISCAL YEAR 2012 originators. OFS invested in a total of 31 SBA made by unions, dealers, creditors and other 7(a) securities with a value of approximately stakeholders, and the restructurings were $367 million (excluding purchased accrued achieved through bankruptcy court interest) between March and September 2010. proceedings in a record time. As a result, Those securities were comprised of 1,001 loans General Motors Company (New GM) and from 17 different industries, including retail, Chrysler Group LLC (New Chrysler) are more food services, manufacturing, scientific and competitive and viable companies, supporting technical services, health care, educational American jobs and the economy. Operating services, and others. Through its purchases, results have improved, the industry has added OFS injected much needed liquidity into this jobs, and TARP investments have begun to be market to help restart the flow of credit, repaid. enabling pool assemblers to purchase additional small business loans from loan In total, OFS disbursed $79.7 billion in loans originators. Since OFS began its purchases, and equity investments to GM, GMAC (now the SBA 7(a) market has now recovered with known as Ally Financial), Chrysler, and new SBA 7(a) loan volumes returning to pre- Chrysler Financial. Please see Note 6 of crisis levels. financial statements for further information on the AIFP subsidy cost. In January 2012, OFS sold its eight remaining SBA 7(a) securities in the portfolio, marking General Motors the successful wind down of the SBA 7(a) Securities Purchase Program. In total, OFS OFS provided $49.5 billion under TARP to Old collected $376 million through sales ($334 GM. The initial assistance was a $13.4 billion million) and principal payments ($29 million) loan in December 2008 to Old GM to fund and interest payments ($13 million) over the working capital. Under the loan agreement, life of the program, representing cash Old GM was required to submit a viable collections of approximately $9 million more restructuring plan. The first plan Old GM than its original investment of $367 million. submitted failed to establish a credible path to viability, and the deadline was extended to June 2009 for Old GM to develop an amended plan. OFS loaned an additional $6.0 billion to Other Programs fund Old GM as it worked to submit a viable restructuring plan. To achieve an orderly Automotive Industry Financing Program restructuring, Old GM filed for bankruptcy on June 1, 2009. OFS provided $30.1 billion The Automotive Industry Financing Program under a debtor-in-possession financing (AIFP) was launched in December 2008 to agreement to assist Old GM during the help prevent the disorderly liquidation of restructuring. A newly formed entity, New Chrysler and General Motors (GM) and thus a GM purchased most of the assets of Old GM significant disruption of the U.S. auto under a sale pursuant to Section 363 of the industry. The potential for such a disruption bankruptcy code (363 Sale). When the sale to at that time posed a significant risk to New GM was completed on July 10, 2009, financial market stability and threatened the OFS converted most of its loans into 60.8 overall economy. percent of the common equity in New GM and $2.1 billion in preferred stock. At that time, Recognizing both General Motors Corporation OFS held $6.7 billion in outstanding loans (Old GM) and Chrysler Holdings LLC (Old which were repaid in full during fiscal year Chrysler) were on the verge of potentially 2010. Approximately $986 million in loans to disorderly liquidations, OFS extended Old GM (now known as Motors Liquidation temporary loans to GM and Chrysler in Company) for wind-down costs associated with December 2008. OFS agreed to provide its liquidation remained outstanding. additional funds conditioned on each company and its stakeholders participating in a Following confirmation of the plan for fundamental restructuring. Sacrifices were liquidation by the bankruptcy court, New GM MANAGEMENT‘S DISCUSSION AND ANALYSIS 24 THE DEPARTMENT OF THE TREASURY | OFFICE OF FINANCIAL STABILITY emerged from the managed bankruptcy trades or dribble out programs, or a process as a stronger, more viable, and more combination of the above. OFS will continue competitive company. In 2010, New GM to evaluate its options based on market posted its first annual profit in six years. conditions. Since then, it has continued to add jobs and post strong growth. Chrysler In November 2010, New GM completed its initial public offering (IPO), with gross OFS disbursed a total of $12.4 billion to proceeds to OFS of $13.6 billion, resulting in Chrysler related entities including Old OFS reporting net proceeds less than cost of Chrysler and New Chrysler. During fiscal $4.3 billion. The IPO reduced OFS’ ownership year 2011, OFS fully exited its loans and of New GM’s outstanding common stock by investment relating to Chrysler entities, six nearly half. New GM then purchased all of years ahead of the scheduled maturity of its OFS' preferred shares, further reducing the loans. Of the $12.4 billion that was disbursed OFS’s stake in the company. to Chrysler related entities under TARP, OFS collected more than $11.1 billion through In March 2011, the Plan of Liquidation for Old principal repayments, sale of investments, GM became effective and OFS’ $986 million and interest. While OFS retains a right to loan to Old GM was converted to an receive proceeds from a liquidation trust, no administrative claim. During fiscal year 2011, significant future cashflows are expected. OFS received payments totaling $111 million The $12.4 billion disbursed to Chrysler related from Motors Liquidation Company. During entities are made up primarily of the following fiscal year 2012, OFS received payments of transactions: $26 million from Motors Liquidation Company. OFS retains the right to recover In January 2009, OFS loaned $4.0 billion to additional proceeds; however, any additional Old Chrysler and the company was required recovery is dependent on actual liquidation to implement a viable restructuring plan. In proceeds and pending litigation. OFS does not fiscal year 2010, Old Chrysler repaid $1.9 expect significant additional recoveries on this billion while a $500 million existing liability administrative claim. was assumed by New Chrysler. OFS wrote off the remaining $1.6 billion of this loan. As of September 30, 2012, OFS holds approximately 500 million common stock During fiscal year 2009 the Administration shares with a value of $11.4 billion, laid out a framework for Old Chrysler to representing 31.9 percent of the outstanding achieve viability by partnering with the shares of common stock in New GM as international car company Fiat and OFS discussed in Note 6 to the OFS Financial provided $1.9 billion to Old Chrysler under a Statements. As of that date, OFS has collected debtor-in-possession (DIP) financing $24.0 billion of its total $51.0 billion agreement for assistance during Old investment 9. Chrysler’s bankruptcy proceeding. The DIP loan was extinguished by the bankruptcy Since New GM is a publically-traded company court in April 2010, including collateral and its stock is highly liquid, OFS can exit its security attached to the loan, and transferred investment over time through sales of its to a liquidation trust. OFS retained the right remaining common shares on the open to recover the proceeds from the liquidation of market, through underwritten offerings, block the specified collateral and received $40 million from the liquidation trust in fiscal 9 year 2010, $8 million in fiscal year 2011, and GM $51.0 billion of assistance consists of a $49.5 $9 million in fiscal year 2012. billion loan to Old GM, $884 million loan to old GM to purchase GMAC rights, and $651 million in loans In June 2009, a newly formed entity, Chrysler for Supplier and Warranty Programs. Group LLC, (New Chrysler) purchased most of 25 MANAGEMENT‘S DISCUSSION AND ANALYSIS AGENCY FINANCIAL REPORT | FISCAL YEAR 2012 the assets of Old Chrysler under a 363 sale. Financial with a liquidation preference of $5.5 OFS provided a $6.6 billion loan commitment billion into common stock. The conversion to New Chrysler (of which $4.6 billion was increased OFS’ common equity stake in Ally disbursed), and received $384 million in Financial from 56 percent to 74 percent of additional notes and a 9.9 percent equity total common shares outstanding. ownership in New Chrysler. In fiscal year 2011, Ally commenced work on In May 2011, New Chrysler repaid $5.1 billion an initial public offering which would have in TARP loans, $384 million relating to enabled OFS to begin exiting its common additional notes received, and interest stock investment. However, Ally was forced to thereon, and terminated its ability to draw a delay the IPO due to intensifying issues remaining $2.1 billion TARP loan related to legacy liabilities of its subsidiary, commitment. New Chrysler’s repayment came ResCap, a residential mortgage company, as six years before the scheduled maturity of well as a general weakening in the IPO those loans in 2017. In July 2011, OFS market. received $560 million in proceeds from the sale of its remaining stake in New Chrysler to In March 2011, OFS sold all of its Ally Fiat. With the closing of this transaction, Financial trust preferred securities at par. OFS completed its exit from New Chrysler. Aggregate proceeds from the sale totaled $2.7 billion. With the proceeds from this sale, OFS has received $5.7 billion from Ally Financial Ally Financial (formerly GMAC) from inception of the program through September 30, 2012, including $3.0 billion in dividends. In December 2008, OFS made an initial investment of $5.0 billion in GMAC. OFS also In May 2012, ResCap filed to enter into a lent $884 million of TARP funds to Old GM for Chapter 11 reorganization process. ResCap, the purchase of additional ownership interests about one-tenth the size of Ally based on in a rights offering by GMAC. In May 2009, assets, is a separate and distinct company federal banking regulators required GMAC to from Ally that has its own board of directors raise additional capital by November 2009 in and creditors. OFS does not hold any equity, connection with the Supervisory Capital debt, or other direct investment in ResCap. Assistance Program (SCAP)/stress test. While it is unfortunate that a Chapter 11 Concurrently, OFS exercised its option to filing became necessary for ResCap, OFS exchange the loan with Old GM for 35.4 believes this action puts OFS in a stronger percent of common membership interests in position to continue recovering OFS’ GMAC. OFS also purchased $7.5 billion of investment in Ally Financial. Ally’s convertible preferred shares from GMAC in automotive financing business has remained May 2009, which enabled GMAC to partially profitable and its retail banking operation has meet the Supervisory Capital Assessment grown. Concurrently with the filing by Program (SCAP) requirements. In December ResCap, Ally began exploring strategic 2009, OFS made additional investments of alternatives for its international business in a $3.8 billion in GMAC to enable GMAC to manner that Ally believes will maximize value satisfy the SCAP requirements and exchanged for its shareholders. certain preferred shares for common stock. OFS provided the $3.8 billion in new capital in As of September 30, 2012, OFS held 119 the form of $2.5 billion of trust preferred million convertible preferred stock shares with securities, which are senior to all other capital a liquidation preference of $5.9 billion and 74 securities of the company, and $1.3 billion of percent of Ally Financial’s outstanding mandatory convertible preferred stock. common stock as discussed in Note 6 to the OFS Financial Statements. In May 2010, GMAC changed its corporate name to Ally Financial, Inc. In December 2010, OFS converted preferred stock in Ally MANAGEMENT‘S DISCUSSION AND ANALYSIS 26 THE DEPARTMENT OF THE TREASURY | OFFICE OF FINANCIAL STABILITY OFS provided a total of $16.3 billion to GMAC the chaotic environment of September 2008, from December 2008 through December 2009 the Federal Reserve and Treasury concluded to help support its ability to issue new loans to that AIG’s failure could be catastrophic. GM and Chrysler dealers and consumers and Among other things, if AIG had failed, the to address the company’s capital needs. As of crisis would have almost certainly spread to September 30, 2012, OFS has collected $5.7 the entire insurance industry, and its failure billion, consisting of $3.0 billion in dividend could have directly affected the savings of receipts on the mandatory convertible millions of Americans. Therefore, Treasury preferred, warranty preferred, and trust and the FRBNY took action to protect the U.S. preferred securities (TruPS), and $2.7 billion financial system. from the sale of TruPS, (including $127 million of proceeds in excess of cost). During the fall of 2008, the Federal Reserve and OFS took a series of steps to prevent AIG’s disorderly failure and mitigate systemic American International Group, Inc. (AIG) risks. The initial assistance to AIG was Investment Program provided by the FRBNY before the passage of EESA and the creation of TARP. After EESA The peak amount of assistance offered to AIG became law, OFS and the Federal Reserve by the FRBNY and Treasury was $182.3 continued to work together to address the billion, a part of which ($22.1 billion) was challenges posed by AIG. later cancelled, and an amount in excess of the total disbursed has now been recovered In November 2008, OFS invested $40.0 billion through repayments, sales and other income. in senior preferred stock of AIG and it also Through September 30, 2012, Treasury received warrants to purchase common shares disbursed a total of $67.8 billion to AIG and in the firm. The funds were used immediately has collected $65.3 billion (of this, OFS to reduce the loans provided to AIG by the disbursed $67.8 billion and collected $50.3 FRBNY. The preferred stock was billion). Treasury’s collections include subsequently exchanged in April 2009, for face proceeds from sales of a total of 1.4 billion AIG value plus accrued dividends, into $41.6 common stock shares resulting in proceeds in billion of a different series of preferred stock. excess of costs for non-TARP shares of $15.0 Complete details on the AIG investment are billion and proceeds less than cost of $11.8 available in the TARP Three Year billion for TARP shares. Anniversary Report and the TARP Two-Year Retrospective Report which are both available In September 2008, AIG was the largest at: provider of conventional insurance in the http://www.treasury.gov/initiatives/financial- world, with approximately 75 million stability/briefing- individual and corporate customers in more room/reports/agency_reports/Pages/default.as than 130 countries. AIG’s assets exceeded $1 px. trillion and insured 180,000 businesses and other entities employing more than 100 In fiscal year 2011, Treasury, including OFS, million people in the U.S. It was a large FRBNY, the trustees of the AIG Credit issuer of commercial paper and the second Facility Trust (the Trust) 10 and AIG largest holder of U.S. municipal bonds. completed a restructuring of AIG and Treasury, including OFS, and the FRBNY Then, the financial crisis peaked in 2008. began exiting their respective investments. AIG’s parent holding company engaged in The restructuring, which was announced on financial activities that were well beyond the September 30, 2010 and completed in January business of life insurance and property and casualty insurance. Its financial products unit was a significant participant in some of 10The independent trust established to manage the the newest, riskiest, and most complex Department of Treasury’s beneficial interest in transactions of the U.S. financial system. In Series C preferred AIG shares. 27 MANAGEMENT‘S DISCUSSION AND ANALYSIS AGENCY FINANCIAL REPORT | FISCAL YEAR 2012 2011, was a series of integrated transactions the Treasury for the non-TARP shares of and corporate actions designed to accelerate $13.0 billion. The proceeds to OFS from such the repayment of U.S. taxpayer funds and to common stock sales were $9.9 billion less than promote AIG’s transition from a majority the cost of the shares. government owned and supported entity to a financially sound and independent entity. As As of September 30, 2012, Treasury’s part of the restructuring, AIG drew $20.3 remaining outstanding AIG investments billion from the capital facility made available consisted of 234 million shares of AIG common by OFS, for a total of $27.8 billion drawn and stock, consisting of 154 million TARP shares AIG repaid FRBNY a total of $47.0 billion, as and 80 million non-TARP shares. Treasury’s a result of which AIG no longer had any percentage ownership of AIG’s outstanding outstanding obligations to the FRBNY shares of common stock was 15.9 percent at (although the FRBNY still had loans to two such date (of which the TARP shares are 10.5 special purpose vehicles which acquired assets percent and non-TARP shares are 5.4 from AIG). Following the restructuring, OFS’ percent). OFS’ remaining TARP shares have total investment in AIG was $67.8 billion, and a cost basis of $43.53 per share and have a as of January 31, 2011, Treasury’s investment fair market value of $5.1 billion, or $32.79 per consisted of approximately 1.7 billion shares share, as of September 30, 2012. The Treasury of AIG common stock (1.1 billion shares owned non-TARP shares, which were received from by OFS and 563 million shares owned by the the trust, are not owned by OFS and, Treasury, which were received on the consequently, are not included in the OFS termination of the Trust), representing financial statements and were provided to ownership of 92 percent of the company (77 Treasury at no cost. The figure of $28.73 per percent held by OFS and 15 percent held by share is often referred to as Treasury’s “break- the Treasury outside of OFS) as well as $20.3 even” price for AIG common stock sales in billion of OFS’ preferred interests in two AIG order for Treasury to recover the TARP AIG SPVs. The AIG SPVs are wholly owned by investment because that number averages the AIG and consolidated on the AIG financial cost over the TARP and non-TARP shares. statements. The OFS owned 100 percent of Additional discussion of the AIG investment the preferred interests in the two AIG SPVs. including subsidy cost can be found in Note 6 to the OFS Financial Statements. Exiting the Government’s AIG Investment During fiscal year 2012, AIG completed the repayment of OFS’ preferred interests in the Operational Goal Two: Prevent AIG SPVs. In March 2012, OFS received $8.6 Avoidable Foreclosures and billion in repayments of its preferred interest Preserve Homeownership in the AIG AIA SPV. This allowed for OFS’ preferred interests in AIG SPVs to be repaid in full. OFS established several programs under TARP to address the historic housing crisis During fiscal year 2012, the Treasury’s, and important new reforms are being including OFS’, common stock investment in introduced in part because of TARP’s housing AIG was also substantially reduced. Over the programs. While the housing market remains course of the year, OFS conducted four fragile, there have been more than 1.2 million offerings that sold a total of 1.2 billion shares homeowner assistance actions taken through of AIG common stock (consisting of 806 the Making Home Affordable (MHA) program million TARP shares and 415 million (a joint TARP and government sponsored Treasury non-TARP shares) at prices that enterprise (GSE) initiative) to assist 11 ranged from $29.00 per share to $32.50 per share. Total proceeds from these fiscal year 2012 sales of AIG common stock amounted to 11GSEs involved in MHA include Fannie Mae and $38.2 billion, consisting of $25.2 billion in Freddie Mac. proceeds to OFS and additional proceeds to MANAGEMENT‘S DISCUSSION AND ANALYSIS 28 THE DEPARTMENT OF THE TREASURY | OFFICE OF FINANCIAL STABILITY struggling homeowners 12. In addition, TARP’s housing programs have also transformed the Making Home Affordable (MHA) mortgage servicing industry. These programs have changed industry standards and Launched in February 2009, MHA consists of practices and have helped to make mortgage several programs designed to help struggling modifications become more sustainable and homeowners prevent avoidable foreclosures. affordable. Since March 2009, there have been The cornerstone of MHA is the Home more than 3 million private-sector mortgage Affordable Modification Program (HAMP). modifications, in part because of the new HAMP is a first-lien mortgage modification standards that TARP’s housing programs program that provides incentives to mortgage have established. servicers, investors, and homeowners to reduce eligible homeowners’ monthly Using authority granted under EESA, OFS payments to affordable levels. Under this established two central housing programs program, OFS pays the incentives for the under TARP. There is the MHA program, modification of loans not held by GSEs while which includes the Home Affordable the GSEs bear the cost of modifications of Modification Program (HAMP) and several loans held by the GSEs. HAMP is the largest additional programs to help homeowners program within MHA and includes several refinance or address specific types of additional components to complement first mortgages. There is also the Hardest Hit lien modifications: Fund (HHF) Program which commits $7.6 billion to the 18 hardest hit states, plus the • The Principal Reduction Alternative District of Columbia, to develop locally- (PRA), which was implemented in tailored programs to assist struggling October 2010. PRA requires servicers homeowners in their communities. In of non-GSE loans to evaluate the addition, OFS provided support for the benefit of principal reduction for Federal Housing Administration’s Short mortgages with a loan-to-value (LTV) Refinance Program that assists borrowers who ratio greater than 115.0 percent when are current on their mortgage (or complete a evaluating a homeowner for a HAMP trial payment plan) but owe more than their first lien modification. While servicers home is worth, to refinance into an FHA- are required to evaluate homeowners insured loan. for PRA, they are not required to offer principal reduction and generally may To protect taxpayers, the MHA and HHF only do so when permitted by the housing initiatives generally have pay-for- mortgage investor. PRA pays investors success incentives: funds are disbursed only incentives for every dollar of principal when transactions are completed and forgiven, according to a sliding scale thereafter only as long as those contracts depending on the degree to which the remain in place. Therefore, funds will be homeowner's unmodified balance is disbursed over many years. The total cost of greater than the market value of the the Treasury housing programs under TARP, home and the delinquency status of excluding administrative costs, cannot the homeowner at time of exceed—and may be less than—$45.6 modification. billion 13, which is the amount committed to that purpose. • The Home Affordable Unemployment Program (UP) requires participating 726,253 of these actions were TARP funded 12 servicers to grant qualified modifications. unemployed borrowers a forbearance period during which their mortgage 13 This amount includes $29.9 billion for MHA, $7.6 payments are temporarily reduced or billion for HHF, and $8.1 billion for FHA-Refinance suspended while they look for programs. employment. At the end of this forbearance period, if the homeowner receives a HAMP modification, the 29 MANAGEMENT‘S DISCUSSION AND ANALYSIS AGENCY FINANCIAL REPORT | FISCAL YEAR 2012 forborne amount is capitalized onto MHA Results the unpaid principal balance. This program does not require any The incentives offered under MHA are helping payments from OFS. homeowners and assisting in stabilizing the housing market. As of September 30, 2012, 96 • The Home Affordable Foreclosure servicers are actively participating in MHA. Alternatives Program (HAFA), which Between loans covered by these servicers and helps homeowners exit their homes other loans owned or guaranteed by the GSEs, and transition to a more affordable more than 85 percent of first-lien residential living situation through a short sale or mortgage loans in the country are now held by deed-in-lieu of foreclosure. HAFA servicers participating in the program. As of provides a defined process along with September 30, 2012, OFS has commitments to incentives for these transactions. fund up to $29.9 billion in MHA payments and has disbursed $4.0 billion since inception. • The Home Price Decline Program provides incentives to investors to More than 1.2 million 14 homeowners partially offset losses from home price participating in the HAMP programs have declines. had their mortgage terms modified permanently. This includes modifications on both non-GSE loans (for which the cost is paid Additional components of the MHA program by TARP) and GSE loans (for which the cost is include: paid by the GSEs). Homeowners participating in HAMP programs collectively have • The Second Lien Modification experienced a 38.0 percent median reduction Program (2MP), which provides in their mortgage payments—more than $539 incentives for second-lien holders to per month. MHA has also encouraged the modify or extinguish a second-lien mortgage industry to adopt similar programs mortgage when a modification has that have helped millions more at no cost to been initiated on the first lien the taxpayer. mortgage for the same property under HAMP. OFS publishes quarterly assessments of servicer performance, which contain data on • The FHA-HAMP Program, which compliance with program guidelines as well as provides similar servicer incentives as program results metrics. Going forward, OFS HAMP for Federal Housing hopes these assessments will set the standard Administration (FHA) guaranteed for transparency about mortgage servicer loans. efforts to assist homeowners and encourage servicers to correct identified instances of • The Treasury/FHA Second Lien noncompliance. Program (2LP), which provides incentives to servicers for MHA performance highlights for fiscal year extinguishment of second liens for 2012 can be found at: borrowers who refinance their first http://www.treasury.gov/initiatives/financial- lien mortgages under the FHA- stability/reports/Pages/Making-Home- Refinance Program. Affordable-Program-Performance-Report.aspx • The Rural Development (RD)-HAMP Program provides incentives for modified United States Department of Agriculture (USDA) guaranteed mortgages. 726,253 of these actions were TARP funded 14 modifications. MANAGEMENT‘S DISCUSSION AND ANALYSIS 30 THE DEPARTMENT OF THE TREASURY | OFFICE OF FINANCIAL STABILITY Enhancements to MHA Setting New Standards and Protecting HAMP was originally intended to support Consumers financial stability and help struggling homeowners grappling with a verifiable The impact that MHA has had goes far beyond financial hardship that put them at risk of the individual homeowners that are receiving foreclosure. It focuses on families who could direct assistance under the program. It has sustain their mortgage over the long term if had a positive indirect effect on the mortgage modified. market. In general, federal government efforts to date have contributed to the gradual In an effort to continue to provide meaningful decline in the number of seriously delinquent solutions to the housing crisis, OFS made mortgage loans (loans 90 or more days past several enhancements to MHA during fiscal due or in the process of foreclosure). The year 2012. This included extending the latest available data shows continued declines application deadline from December 31, 2012 in the rate of serious delinquency, continuing to December 31, 2013 and expanding the trend that began at the end of 2009. 15 eligibility to reach a broader pool of distressed borrowers. Effective June 1, 2012, MHA MHA is also helping to make mortgage eligibility expanded to include: modifications more affordable overall. It has set standards that have been widely followed • Homeowners who are applying for a in the industry for making sure that mortgage modification on a home that is not modifications are affordable and sustainable, their primary residence, but the such as the debt-to-income test, and for property is currently rented or the determining whether modifications make homeowner intends to rent it. sense for the holder of the mortgage, such as the HAMP net present value model. • Homeowners who previously did not Additionally, MHA helped to establish several qualify for HAMP because their debt- new reforms throughout the mortgage to-income ratio was 31.0 percent or servicing industry aimed at protecting lower. consumers. These include: • Homeowners who previously received • Requiring the 20 largest participating a HAMP permanent modification, but mortgage servicers to establish a defaulted on their payments, therefore single point of contact for homeowners losing good standing. seeking assistance, to ensure that a single, knowledgeable case manager To encourage investors to consider or expand can guide them through the the use of principal reduction, Treasury issued modification process; program guidance on February 16, 2012 tripling financial incentives under PRA for • Requiring participating mortgage investors who agree to reduce principal for servicers to limit the practice of “dual eligible underwater homeowners. The new tracking” – where mortgage servicers program guidance applies to all permanent begin the foreclosure process while modifications of non-GSE loans under HAMP simultaneously evaluating that include PRA and have a trial period plan homeowners for assistance; and effective date on or after March 1, 2012. • Requiring participating mortgage Additional information about the servicers to provide qualified enhancements is available on the MHA unemployed homeowners with a website: http://www.treasury.gov/initiatives/financial- stability/reports/Pages/Making-Home- Source: The Mortgage Bankers Association 2012 15 Affordable-Program-Performance-Report.aspx. National Delinquency Survey. 31 MANAGEMENT‘S DISCUSSION AND ANALYSIS AGENCY FINANCIAL REPORT | FISCAL YEAR 2012 forbearance period of 12 months, HHF Results subject to investor and regulator guidelines, during which their The Hardest Hit Fund provides funding to 18 monthly payments are temporarily states and the District of Columbia (DC) to reduced while they look for a new job. provide assistance to struggling homeowners through locally-tailored programs. As of MHA’s mortgage servicing standards served September 30, 2012, all 18 states and the as the basis for a joint state-Federal District of Columbia were operating HHF settlement with the country’s five largest programs statewide and collectively have mortgage loan servicers (Ally/GMAC, Bank of drawn approximately $1.5 billion (19.7 America, Citigroup, JPMorgan Chase, and percent) of the $7.6 billion allocated under the Wells Fargo). The settlement is intended to program. Each state draws down funds as provide as much as $25.0 billion in relief to they are needed. States have until December distressed borrowers and direct payments to 31, 2017 to expend funds and must have no States and the Federal government. The more than 5.0 percent of their allocation on agreement settled certain alleged violations of hand before they can draw down additional state and federal law based on the mortgage funds. loan servicing activities of the country’s five largest mortgage loan servicers, including All 19 HFAs are fully operational and have claims of document-related foreclosure abuses. created extensive infrastructures to operate Treasury, including OFS, participated in the these programs, including selecting and negotiation of the settlement and shared training networks of housing counselors to knowledge gained through implementation of assist with applications, creating homeowner the Administration’s foreclosure prevention portals to aid homeowners in applying for programs, including MHA. assistance, and hiring underwriters and other staff to review and approve applications. The five largest servicers (Bank of America, Housing Finance Agency Innovation Fund for JPMorgan Chase, Wells Fargo, Citibank, and the Hardest Hit Housing Markets (HFA GMAC) are currently participating in Hardest Hit Fund, or HHF) programs in all 18 states and the District of Columbia, primarily through mortgage In February 2010, the Obama Administration payment assistance and mortgage loan announced the Housing Finance Agency reinstatement assistance. (HFA) Innovation Fund for the Hardest Hit Housing Markets (HFA Hardest Hit Fund, or Although states needed time to build their HHF), which allows state HFAs in the operations and refine processes, a number of nation’s hardest hit housing markets and high states that have been up and running for unemployment markets to design innovative, longer periods of time are starting to show locally targeted foreclosure prevention substantial growth in the number of programs. State HFAs design the state borrowers assisted (e.g. California, Florida, programs, tailoring the housing assistance to Illinois, Michigan, North Carolina, Ohio and their local needs. A total of $7.6 billion has South Carolina). Each state submits a been allocated for the HHF, out of the $45.6 quarterly report on the progress of its billion committed for the housing programs program. These reports include the states’ under TARP. Further information on the performance on metrics set by OFS on various funded programs is available at: aspects of their programs. Direct links to each http://www.treasury.gov/initiatives/financial- state’s most recent performance report can be stability/programs/housing- found at: programs/hhf/Pages/default.aspx. http://www.treasury.gov/initiatives/financial- stability/TARP- Programs/housing/Pages/Program- Documents.aspx. MANAGEMENT‘S DISCUSSION AND ANALYSIS 32 THE DEPARTMENT OF THE TREASURY | OFFICE OF FINANCIAL STABILITY During fiscal year 2012, OFS approved 40 to this L/C, a reserve account has been pre- program changes submitted by individual funded with $50 million in funds for OFS’ HFAs. These approved program changes share of any future loss claim payments. OFS include: will be reimbursed for all unused amounts from this account. As of September 30, 2012, • A Nevada principal reduction there has not been substantial activity under program that leverages refinances the program and no disbursements for loss under the Home Affordable claim payments under the FHA-Refinance Refinance Program (HARP); and Program have been made. • A California program that uses Housing Scorecard principal reduction in conjunction with a modification or recast. The U.S. Department of Housing and Urban Development (HUD) and OFS also release a OFS continues to hold conversations with Monthly Housing Scorecard on the nation’s HFAs, servicers, the GSEs, and other relevant housing market. Each month the scorecard stakeholders on ways to improve the delivery presents key housing market indicators and of foreclosure prevention assistance. Recent highlights the impact of the Administration’s discussion topics included enhancing states’ housing recovery efforts, including assistance transition assistance programs, new ways to to homeowners through the FHA and HAMP. utilize funds for principal reduction, and The Housing Scorecard is available at: identifying ways to direct borrowers www.hud.gov/scorecard. exhausting unemployment mortgage assistance to other resources available Operational Goal Three: Protect through servicers. OFS is working to identify best practices, share lessons learned between Taxpayers’ Interests states, and develop other ways to provide technical assistance to states with lower OFS manages TARP investments to minimize participation volumes. costs to taxpayers and receives income on its holdings of preferred interests and other Support for the FHA-Refinance Program TARP investments in the form of interest, dividends and fees. OFS has taken a number In March 2010, the Administration announced of steps during fiscal year 2012 to dispose of enhancements to an existing FHA program OFS’ outstanding investments in a manner that will permit lenders to provide additional that balances the need to exit these refinancing options to homeowners who owe investments as quickly as practicable and more than their homes are worth because of maximize returns for taxpayers. OFS also large declines in home prices in their local takes steps to ensure that TARP recipients markets. This program, known as the FHA- comply with any TARP-related statutory or Refinance program, is intended to provide contractual obligations such as executive more opportunities for qualifying mortgage compensation requirements and restrictions loans to be restructured and refinanced into on dividend payments. FHA-insured loans. OFS is exiting investments as soon as TARP funds have been made available up to practicable to reduce taxpayers’ exposure, $8.1 billion in the aggregate to provide return TARP funds to reduce the federal debt, additional coverage to lenders for a share of and continue to replace government potential losses on these loans and to provide assistance with private capital in the financial incentives to support the write-downs of system. OFS’s strategies for exit depend on second liens and encourage participation by the program and investment involved. In servicers. addition to repayments by participants, OFS has disposed of investments to third parties OFS has entered into a letter of credit (L/C) to fund the FHA-Refinance Program. Pursuant 33 MANAGEMENT‘S DISCUSSION AND ANALYSIS AGENCY FINANCIAL REPORT | FISCAL YEAR 2012 through public and private offerings and compensation, lobbying, corporate expenses auctions. and internal controls and must provide quarterly compliance reports. In disposing TARP investments, OFS takes a disciplined portfolio approach – reviewing Additionally, all mortgage servicers each investment level and closely monitoring voluntarily participating in MHA have risk and performance. In conducting the contractually agreed to follow the MHA portfolio management activities, OFS employs program guidelines, which require the a mix of dedicated professionals and external servicer to offer an MHA modification to all asset managers. These external asset eligible borrowers and to have systems that managers provide market specific information can process all MHA-eligible loans. Servicers such as market prices and valuations as well are subject to periodic, on-site compliance as detailed credit analysis using public reviews performed by OFS’ compliance agent, information on a periodic basis. OFS has also Making Home Affordable-Compliance (MHA- worked with external parties as underwriters C), a separate, independent division of and placement agents for asset sales. Freddie Mac, to ensure that servicers’ obligations under MHA requirements are Risk Assessment being met. In fiscal year 2011, OFS began publishing quarterly assessments of the ten OFS has developed procedures to identify and largest servicers and continued publishing mitigate investment risk. These procedures assessments throughout fiscal year 2012. are designed to identify TARP recipients that These assessments have provided a vehicle to face a heightened financial risk and determine identify core servicing issues. appropriate responses to preserve OFS’ investment, on behalf of taxpayers, while maintaining financial stability. Specifically, Operational Goal Four: Promote OFS’ external asset managers review publicly available information to identify recipients for Transparency which pre-tax, pre-provision earnings and capital may be insufficient to offset future To protect taxpayers and help ensure that losses and maintain required capital. For every dollar is directed toward promoting certain institutions, OFS and its external financial stability, OFS established asset managers engage in heightened comprehensive accountability and monitoring and due diligence that reflects the transparency measures. OFS is committed to severity and timing of the challenges. operating its investment and housing programs in full view of the public. This includes providing regular and comprehensive Compliance information about how TARP funds are being spent, who has received them and on what OFS also takes steps to ensure that TARP terms, and how much has been collected to recipients comply with their TARP-related date. statutory and contractual obligations. All of this information, along with numerous Statutory obligations include executive reports of different frequencies are posted on compensation restrictions. Contractual the Financial Stability section of the obligations vary by investment type. For most Treasury.gov website, which can be found at: of OFS’ preferred stock investments, TARP http://www.treasury.gov/initiatives/financial- recipients must comply with restrictions on stability/reports/Pages/default.aspx payment of dividends and on repurchases of junior securities, so that funds are not distributed to junior security holders prior to repayment of the federal government. Recipients of exceptional assistance (currently These reports include: AIG, GM, and Ally) must comply with additional restrictions on executive MANAGEMENT‘S DISCUSSION AND ANALYSIS 34 THE DEPARTMENT OF THE TREASURY | OFFICE OF FINANCIAL STABILITY • A Daily TARP Update, which features Treasury provides information about servicer detailed financial data related to each performance through two types of data: TARP investment program including the status of disbursements and all • Compliance data, which reflects collections by category; servicer compliance with specific MHA guidelines; and • A monthly report to Congress that details how TARP funds have been • Program results data, which reflects used, the status of recovery of such how timely and effectively servicers funds by program, and information on assist eligible homeowners and report the estimated cost of TARP; program activity. • A quarterly report on PPIP that OFS also publishes information about HAMP provides detailed information on the Activity by Metropolitan Statistical Area. funds, their investments, and returns. These reports, released in conjunction with It is typically released within one the monthly MHA Program Performance month after the end of each quarter; Report, include mortgage modification activity under HAMP by metropolitan area. • A monthly report on dividend and interest payments; Additionally, OFS regularly publishes data files related to MHA and transaction reports • A report of each transaction (such as that show activity related to MHA and HHF. an investment or repayment) within two business days of each transaction; In order to improve transparency of the and HAMP Net Present Value (NPV) model, which is a key component of the eligibility test for • A semi-annual report on warrant HAMP, OFS released the NPV white paper to dispositions. the public. To ensure accuracy and reliability, Freddie Mac, acting as OFS’ compliance In addition, OFS posts to its website all agent, conducts periodic audits of servicers’ investment contracts defining the terms of implementation of the model and requires those investments within five to ten business servicers to use models which meet OFS’ NPV days of a transaction’s closing and all specifications or to revert back to OFS’ NPV contracts with OFS service providers involved application. As required by the Dodd-Frank with TARP programs. Act, OFS established a web portal that borrowers can access to run a NPV analysis on OFS is equally committed to operating its their own mortgages, and that borrowers who housing programs transparently and making are turned down for a HAMP modification can information available and accessible to the use. public. In a continued commitment to enhanced In conjunction with the Monthly Housing reporting and transparency, in January 2011, Scorecard, each month Treasury releases a the Administration released the MHA Data Making Home Affordable Program File which includes characteristics of program Performance Report, which provides detailed participants to date, including financial metrics on the Making Home Affordable information, mortgage loan information before (MHA) Program. Once per quarter, the MHA and after entering HAMP, performance in a report is expanded to include detailed HAMP modification, and race/ethnicity data. assessments of the performance of servicers The MHA Data File offers mortgage loan-level participating in the Making Home Affordable data and is intended to allow for better program. understanding of the impact of the program. 35 MANAGEMENT‘S DISCUSSION AND ANALYSIS AGENCY FINANCIAL REPORT | FISCAL YEAR 2012 OFS applied the recommendations of an October 2010. OFS anticipates publishing a independent non-profit, non-partisan policy fourth retrospective report in December 2012. institute in preparing the MHA Data File to These reports include information on TARP ensure the privacy of participating programs and the effects of TARP and homeowners. The release of the data file additional emergency measures taken by the fulfills a requirement within the Dodd-Frank federal government to stabilize the financial Act to make available loan-level data about system following the 2008 crisis. Readers are the program. OFS will update the file monthly invited to refer to these documents at: and will expand reporting to include newer http://www.treasury.gov/initiatives/financial- initiatives that are part of Making Home stability/reports/Pages/default.aspx Affordable. Researchers interested in using the MHA Data File can access the file and C. Oversight by Four Separate Agencies user guide at: http://www.treasury.gov/initiatives/financial- Congress also established four avenues of stability/reports/Pages/mha_publicfile.aspx. oversight for TARP: A. Audited Financial Statements • The Financial Stability Oversight Board, established by EESA OFS prepares separate financial statements Section104; for TARP on an annual basis. This is the fourth OFS Agency Financial Report (AFR), • Specific responsibilities for the GAO and includes the audited financial statements as set out in EESA Section 116; for the fiscal years ended September 30, 2012 and September 30, 2011. Additional reports • The Special Inspector General for for prior periods are available at: TARP, established by EESA Section http://www.treasury.gov/initiatives/financial- 121; and stability/reports/Pages/Annual-Agency- Financial-Reports.aspx • The Congressional Oversight Panel (COP), established by EESA In its first four years of operation, TARP’s Section125. COP concluded its financial statements received unqualified operations in accordance with EESA audit opinions from its auditors, the GAO. on April 3, 2011. OFS also received a Certificate of Excellence in Accountability Reporting (CEAR 16) from OFS has productive working relationships the Association of Government Accountants with all of these bodies, and cooperates with for fiscal years 2011, 2010 and the period each oversight agency’s effort to produce ending September 30, 2009. periodic audits and reports that focus on the many aspects of TARP. Individually and B. TARP Retrospective Reports collectively, the oversight bodies’ audits and reports have made and continue to make In October 2011, OFS published the TARP important contributions to the development, Three-Year Anniversary Report. This serves strengthening, and transparency of TARP as an update to OFS’ comprehensive TARP programs. Two-Year Retrospective report issued in D. Congressional Hearings and Testimony The Certificate of Excellence recognizes 16 OFS officials have testified in numerous outstanding accountability reporting and is the Congressional hearings since TARP was highest form of recognition in Federal government management reporting. AGA established the CEAR created. Copies of the written testimony are program in 1997 in conjunction with the Chief available at: Financial Officers Council and the U.S. Office of http://www.treasury.gov/initiatives/financial- Management and Budget to improve financial and stability/news-room/Pages/default.aspx. program accountability by streamlining reporting and improving the effectiveness of such reports. MANAGEMENT‘S DISCUSSION AND ANALYSIS 36 THE DEPARTMENT OF THE TREASURY | OFFICE OF FINANCIAL STABILITY This page intentionally left blank. 37 MANAGEMENT‘S DISCUSSION AND ANALYSIS AGENCY FINANCIAL REPORT | FISCAL YEAR 2012 MESSAGE FROM THE CHIEF FINANCIAL OFFICER 38 THE DEPARTMENT OF THE TREASURY | OFFICE OF FINANCIAL STABILITY Part 2: Financial Report 39 AUDITOR’S REPORT AGENCY FINANCIAL REPORT | FISCAL YEAR 2012 MESSAGE FROM THE CHIEF FINANCIAL OFFICER (CF0) The Office of Financial Stability’s (OFS) Agency Financial Report for fiscal year 2012 provides readers information on financial results relating to the Troubled Asset Relief Program (TARP) as required by the Emergency Economic Stabilization Act (EESA) of 2008 and other laws. It is a critical part of our efforts to ensure the highest level of transparency and accountability to the American people. For fiscal year 2012, the Government Accountability Office (GAO) provided OFS unqualified audit opinions on the fair presentation of our financial statements and the effectiveness of our internal control over financial reporting. In addition, the auditors determined that we had no material weaknesses and successfully resolved our one fiscal year 2011 significant deficiency relating to internal control over our accounting and financial reporting processes. I would like to acknowledge senior management’s commitment to good governance as well as the discipline, transparency, and care exhibited by OFS employees in creating and executing our organization’s policies and procedures. We were honored to have received the Certificate of Excellence in Accountability Reporting (CEAR) award from the Association of Government Accountants for each of the three periods from inception through the fiscal year 2011. For fiscal year 2012, net income from operations was $7.7 billion, resulting in a cumulative net cost of operations of $20.3 billion since inception. Cumulative net cost of operations consists of (1) total net subsidy cost of $13.5 billion, and (2) housing costs and administrative costs of $5.7 billion and $1.1 billion, respectively. Total cumulative net subsidy cost consists of net subsidy income from the CPP, TIP, AGP, PPIP, SBA and TALF investments totaling $25.7 billion, primarily offset by net subsidy cost from investments in AIG of $15.2 billion, and automobile company investments of $23.8 billion. The fiscal year 2012 net income from operations primarily results from improvements related to American International Group, Inc. (AIG) since September 30, 2011, including an increase in the price per share of AIG common stock held as of September 30, 2012, and AIG common stock sold during fiscal year 2012, as compared to the price per share of AIG common stock held as of September 30, 2011. During fiscal year 2012, OFS collected a total of $53.3 billion through repayments, sales, dividends, and other receipts. OFS’ gross outstanding loan and investment balance as of September 30, 2012, was $63.1 billion comprising $37.2 billion in AIFP, $9.8 billion in PPIP, $8.7 billion in CPP, $6.7 billion in TARP AIG, and the remainder in CDCI and TALF. OFS is committed to exiting investments in a timely manner while maximizing collections on behalf of the taxpayer. In fiscal year 2012, OFS continued to maintain rigorous internal control processes around transaction processing, disbursements, collections, and financial reporting. OFS further standardized and automated its subsidiary ledger reporting supporting the validation and reconciliation of financial data and continued enhancements to the Daily TARP Update report promoting transparency. In the upcoming fiscal year, OFS will seek to streamline and simplify internal control processes in order to accommodate attrition in light of decreasing investment balances. OFS will need to continue to rely on our operational partners to manage investments and assure that we reconcile all transactions and investments balances to protect taxpayer interests. I feel fortunate to play a role in the continuing tradition of sound fiscal stewardship at OFS. This organization recognizes the importance of a robust control environment and will continue to uphold the highest standards of integrity as we carry out our fiduciary responsibilities to the American people. Sincerely, Lorenzo Rasetti Chief Financial Officer MESSAGE FROM THE CHIEF FINANCIAL OFFICER 40 THE DEPARTMENT OF THE TREASURY | OFFICE OF FINANCIAL STABILITY GOVERNMENT ACCOUNTABILITY OFFICE AUDITOR’S REPORT United States Government Accountability Office Washington, DC 20548 Independent Auditor’s Report To the Assistant Secretary for Financial Stability In accordance with the Emergency Economic Stabilization Act of 2008 (EESA), 17 we are required to audit the financial statements of the Troubled Asset Relief Program (TARP), which is implemented by the Office of Financial Stability (OFS). 18 In our audit of OFS’s fiscal years 2012 and 2011 financial statements for TARP, we found • the financial statements are presented fairly, in all material respects, in conformity with U.S. generally accepted accounting principles; • OFS maintained, in all material respects, effective internal control over financial reporting as of September 30, 2012; and • no reportable noncompliance in fiscal year 2012 with provisions of laws and regulations we tested. The following sections discuss in more detail (1) these conclusions; (2) required supplementary information and other information included with the financial statements; (3) our audit objectives, scope, and methodology; and (4) OFS’s comments on a draft of this report. In addition to our responsibility to audit OFS’s annual financial statements for TARP, we also are required under EESA to report at least every 60 days on the findings resulting from our oversight of the actions taken under TARP. 19 This report responds to both of these requirements. We have issued numerous other reports on TARP in connection with this 60-day reporting responsibility, which can be found on GAO’s website at http://www.gao.gov. 17 Pub. L. No. 110-343, div. A, 122 Stat 3765 (Oct. 3, 2008), codified in part, as amended, at 12 U.S.C. §§ 5201-5261. Section 116(b) of EESA, 12 U.S.C. § 5226(b), requires that the Department of the Treasury (Treasury) annually prepare and submit to Congress and the public audited fiscal year financial statements for the Troubled Asset Relief Program (TARP) that are prepared in accordance with generally accepted accounting principles. Section 116(b) further requires that GAO audit TARP’s financial statements annually in accordance with generally accepted auditing standards. 18 Section 101 of EESA, 12 U.S.C. § 5211, established OFS within Treasury to implement TARP. 19 Section 116 of EESA, 12 U.S.C. § 5226, requires the Comptroller General to report at least every 60 days on findings under section 116. 41 AUDITOR’S REPORT AGENCY FINANCIAL REPORT | FISCAL YEAR 2012 Opinion on Financial Statements OFS’s financial statements for TARP, including the accompanying notes, present fairly, in all material respects, in conformity with U.S. generally accepted accounting principles, OFS’s assets, liabilities, and net position as of September 30, 2012 and 2011, and its net cost of operations, changes in net position, and budgetary resources for the fiscal years then ended. As discussed in notes 2 and 6 to OFS’s financial statements for TARP, the valuation of TARP direct loans, equity investments, and the asset guarantee program is based on estimates using economic and financial credit subsidy models. The estimates use entity-specific as well as relevant market data as the basis for assumptions about future performance, and incorporate an adjustment for market risk to reflect the variability around any unexpected losses. In valuing the direct loans, equity investments, and the asset guarantee program, OFS management considered and selected assumptions and data that it believed provided a reasonable basis for the estimated subsidy allowance and related subsidy cost or income reported in the financial statements. 20 However, there are numerous factors that affect these assumptions and estimates, which are inherently subject to substantial uncertainty arising from the likelihood of future changes in general economic, regulatory, and market conditions. The estimates have an added uncertainty resulting from the unique nature of certain TARP assets. As such, there will be differences between the net estimated values of the direct loans, equity investments, and asset guarantee program as of September 30, 2012 and 2011, which totaled $41.2 billion and $80.8 billion, respectively, and the amounts that OFS will ultimately realize from these assets, and such differences may be material. These differences will also affect TARP’s ultimate cost. Further, TARP’s ultimate cost will change as OFS continues to incur costs relating to its Treasury Housing Programs. 21 As discussed in note 1 to the financial statements, while OFS’s financial statements for TARP reflect activity of OFS in implementing TARP, including providing resources to various entities to help stabilize the financial markets, the statements do not include the assets, liabilities, or results of operations of these entities in which OFS has a significant equity interest. According to OFS officials, OFS’s investments were not made to engage 20 The subsidy cost or income is composed of (1) the change in the subsidy cost allowance, net of write-offs; (2) net intragovernmental interest cost; (3) certain inflows from the direct loans and equity investments (e.g., dividends, interest, net proceeds from sales and repurchases of assets in excess of cost, and other realized fees); and (4) the change in the estimated discounted net cash flows related to other credit programs (asset guarantee program and Federal Housing Administration refinance program). 21 The Dodd-Frank Wall Street Reform and Consumer Protection Act, Pub. L. No. 111-203, title XIII, § 1302, 124 Stat. 1376, 2133 (July 21, 2010), (1) limited Treasury’s authority to purchase or guarantee troubled assets to a maximum of $475 billion; (2) changed this limit to a cap on all purchases and guarantees made without regard to subsequent sale, repayment, or cancellation of assets or guarantees; and (3) prohibited Treasury, under EESA, from incurring any obligations for a program or initiative unless the program or initiative had already been initiated prior to June 25, 2010. AUDITOR’S REPORT 42 THE DEPARTMENT OF THE TREASURY | OFFICE OF FINANCIAL STABILITY in the business activities of the respective entities, and OFS has determined that none of these entities meet the criteria for a federal entity. Opinion on Internal Control OFS maintained, in all material respects, effective internal control over financial reporting as of September 30, 2012, that provided reasonable assurance that misstatements, losses, or noncompliance material in relation to the financial statements would be prevented or detected and corrected on a timely basis. Our opinion on internal control is based on criteria established under 31 U.S.C. § 3512 (c), (d), commonly known as the Federal Managers’ Financial Integrity Act (FMFIA). During fiscal year 2012, OFS sufficiently addressed the internal control issues related to the significant deficiency 22 we reported for fiscal year 2011 concerning its accounting and financial reporting processes such that we no longer consider this to be a significant deficiency as of September 30, 2012. Compliance with Laws and Regulations Our tests of OFS’s compliance with selected provisions of laws and regulations for fiscal year 2012 disclosed no instances of noncompliance that would be reportable under U.S. generally accepted government auditing standards. The objective of our audit was not to provide an opinion on overall compliance with laws and regulations. Accordingly, we do not express such an opinion. Required Supplementary Information U.S. generally accepted accounting principles require that required supplementary information (RSI) be presented to supplement the financial statements. 23 This information, although not a part of the financial statements, is required by the Federal Accounting Standards Advisory Board (FASAB), who considers it to be an essential part of financial reporting for placing the financial statements in appropriate operational, economic, or historical context. We did not audit and we do not express an opinion or provide any assurance on the RSI because the limited procedures we applied do not provide sufficient evidence to express an opinion or provide any assurance. 22 A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance. A material weakness is a deficiency, or a combination of deficiencies, in internal controls such that there is a reasonable possibility that a material misstatement of the entity’s financial statements will not be prevented, or detected and corrected, on a timely basis. A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect and correct misstatements on a timely basis. 23 RSI is comprised of “Management’s Discussion and Analysis” and the “Combined Statement of Budgetary Resources” that are included with the financial statements. 43 AUDITOR’S REPORT AGENCY FINANCIAL REPORT | FISCAL YEAR 2012 Other Information OFS’s other information 24 contains a wide range of information, some of which is not directly related to the financial statements. This information is presented for purposes of additional analysis and is not a required part of the financial statements or RSI. Our audit was conducted for the purpose of forming an opinion on OFS’s financial statements. We did not audit and do not express an opinion or provide any assurance on the other information. Objectives, Scope, and Methodology OFS management is responsible for (1) preparing the financial statements in conformity with U.S. generally accepted accounting principles; (2) preparing, measuring, and presenting the RSI in accordance with the prescribed guidelines in U.S. generally accepted accounting principles; (3) preparing and presenting other information included in documents containing the audited financial statements and auditor’s report, and ensuring the consistency of that information with the audited financial statements and the RSI; (4) establishing and maintaining effective internal control over financial reporting and evaluating its effectiveness; and (5) complying with applicable laws and regulations. OFS management evaluated the effectiveness of OFS’s internal control over financial reporting as of September 30, 2012, based on the criteria established under FMFIA. OFS management’s assertion based on its evaluation is included in appendix I. We are responsible for planning and performing the audit to obtain reasonable assurance and to provide our opinion about whether (1) OFS’s financial statements are presented fairly, in all material respects, in conformity with U.S. generally accepted accounting principles and (2) OFS management maintained, in all material respects, effective internal control over financial reporting as of September 30, 2012. We are also responsible for (1) testing compliance with selected provisions of laws and regulations that have a direct and material effect on the financial statements and (2) applying certain limited procedures to the RSI and other information included with the financial statements. In order to fulfill these responsibilities, we • examined, on a test basis, evidence supporting the amounts and disclosures in OFS’s financial statements; • assessed the accounting principles used and significant estimates made by OFS management; 24 Other information is comprised of information included with the financial statements, other than RSI and the auditor’s report. AUDITOR’S REPORT 44 THE DEPARTMENT OF THE TREASURY | OFFICE OF FINANCIAL STABILITY • evaluated the overall presentation of OFS’s financial statements; • obtained an understanding of OFS and its operations, including its internal control over financial reporting; • considered OFS’s process for evaluating and reporting on internal control over financial reporting that OFS is required to perform by FMFIA and Section 116(c) of EESA; • assessed the risk of (1) material misstatement in OFS’s financial statements and (2) material weakness in its internal control over financial reporting; • evaluated the design and operating effectiveness of OFS’s internal control over financial reporting based on the assessed risk; • tested relevant internal control over OFS’s financial reporting; • tested compliance with selected provisions of the following laws and regulations: EESA, as amended; the Antideficiency Act; the Federal Credit Reform Act of 1990; the Dodd-Frank Wall Street Reform and Consumer Protection Act; and the Purpose Statute; • conducted inquiries of management about the methods of preparing the RSI and compared this information for consistency with management’s responses to the auditor’s inquiries, the financial statements, and other knowledge we obtained during the audit of the financial statements, in order to report omissions or material departures from FASAB guidelines, if any, identified by these limited procedures; • read the other information included with the financial statements in order to identify material inconsistencies, if any, with the audited financial statements; and • performed such other procedures as we considered necessary in the circumstances. An entity’s internal control over financial reporting is a process effected by those charged with governance, management, and other personnel, the objectives of which are to provide reasonable assurance that (1) transactions are properly recorded, processed, and summarized to permit the preparation of financial statements in conformity with U.S. generally accepted accounting principles, and assets are safeguarded against loss from unauthorized acquisition, use, or disposition and (2) transactions are executed in accordance with the laws governing the use of budget authority and other laws and regulations that could have a direct and material effect on the financial statements. We did not evaluate all internal controls relevant to operating objectives as broadly established under FMFIA, such as those controls relevant to preparing statistical reports and ensuring efficient operations. We limited our internal control testing to testing controls over financial reporting. Our internal control testing was for the purpose of expressing an opinion on the effectiveness of internal control over financial reporting and may not be sufficient for other purposes. Consequently, our audit may not identify all deficiencies in internal control over financial reporting that are less severe than a material weakness. Because of inherent limitations, internal control may not prevent or detect and correct misstatements due to error or fraud, losses, or noncompliance. We also caution that projecting any evaluation of effectiveness to future periods is subject to 45 AUDITOR’S REPORT AGENCY FINANCIAL REPORT | FISCAL YEAR 2012 the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We did not test compliance with all laws and regulations applicable to OFS. We limited our tests of compliance to selected provisions of laws and regulations that have a direct and material effect on the financial statements for fiscal year 2012. We caution that noncompliance may occur and not be detected by these tests and that such testing may not be sufficient for other purposes. We performed our audit in accordance with U.S. generally accepted government auditing standards. We believe our audit provides a reasonable basis for our opinions and other conclusions. Agency Comments In commenting on a draft of this report, the Assistant Secretary for Financial Stability stated that OFS is proud to receive unqualified opinions on its financial statements and its internal control over financial reporting. He also stated that OFS is committed to maintaining the high standards and transparency reflected in these audit results. The complete text of OFS’s comments is reprinted in its entirety in appendix II. Gary T. Engel Director Financial Management and Assurance November 5, 2012 AUDITOR’S REPORT 46 THE DEPARTMENT OF THE TREASURY | OFFICE OF FINANCIAL STABILITY Appendix I: Management’s Report on Internal Control Over Financial Reporting DEPARTMENT OF THE TREASURY WASHINGTON, D.C. 20220 ASSISTANT SECRETARY Management’s Report on Internal Control over Financial Reporting The Office of Financial Stability’s (OFS) internal control over financial reporting is a process affected by those charged with governance, management, and other personnel, the objectives of which are to provide reasonable assurance that (1) transactions are properly recorded, processed, and summarized to permit the preparation of financial statements in conformity with U.S. generally accepted accounting principles, and assets are safeguarded against loss from unauthorized acquisition, use, or disposition; and (2) transactions are executed in accordance with the laws governing the use of budget authority and other laws and regulations that could have a direct and material effect on the financial statements. OFS management is responsible for establishing and maintaining effective internal control over financial reporting. OFS management evaluated the effectiveness of OFS’ internal control over financial reporting as of September 30, 2012, based on the criteria established under 31 U.S.C. 3512(c), (d) (commonly known as the Federal Managers’ Financial Integrity Act). Based on that evaluation, we conclude that, as of September 30, 2012, OFS’ internal control over financial reporting was effective. Office of Financial Stability Timothy G. Massad Assistant Secretary for Financial Stability Lorenzo Rasetti Chief Financial Officer November 5, 2012 47 AUDITOR’S REPORT AGENCY FINANCIAL REPORT | FISCAL YEAR 2012 Appendix II: OFS Response to Auditor’s Report DEPARTMENT OF THE TREASURY WASHINGTON, D.C. 20220 ASSISTANT SECRETARY November 7, 2012 Mr. Gary T. Engel Director, Financial Management and Assurance U.S. Government Accountability Office 441 G Street, N.W. Washington, DC 20548 Dear Mr. Engel: We have reviewed the Independent Auditor’s Report concerning your audit of the Office of Financial Stability’s (OFS) fiscal year 2012 financial statements. OFS is proud to receive unqualified opinions on our financial statements and our internal controls over financial reporting. We are also pleased that you agree that OFS resolved our one fiscal year 2011 significant deficiency relating to internal control surrounding accounting and financial reporting processes. We appreciate the professionalism and commitment demonstrated by your staff throughout the audit process. The process was valuable for us and resulted in concrete improvements in our operations and financial management efforts. OFS is committed to maintaining the high standards and transparency reflected in these audit results as we carry out our responsibilities for managing the Troubled Asset Relief Program. Sincerely, Timothy G. Massad Assistant Secretary for Financial Stability AUDITOR’S REPORT 48 THE DEPARTMENT OF THE TREASURY | OFFICE OF FINANCIAL STABILITY FINANCIAL STATEMENTS The Office of Financial Stability (OFS) prepares financial statements for the Troubled Asset Relief assets, liabilities, or results of operations of Program (TARP) as a critical aspect of ensuring commercial entities in which the OFS has a the accountability and stewardship for the public significant equity interest. resources entrusted to it and as required by Section 116 of the Emergency Economic The Balance Sheet summarizes the OFS assets, Stabilization Act of 2008 (EESA). Preparation of liabilities and net position as of September 30, these statements is also an important part of the 2012 and 2011. Intragovernmental assets and OFS’ financial management goal of providing liabilities resulting from transactions between accurate and reliable information that may be federal agencies are presented separately from used to assess performance and allocate resources. assets and liabilities from transactions with the The OFS management is responsible for the public. accuracy and propriety of the information contained in the financial statements and the The Statement of Net Cost presents the net cost of quality of internal controls. The statements are, in (income from) operations for the years ended addition to other financial reports, used to September 30, 2012 and 2011. monitor and control budgetary resources. The OFS prepares these financial statements from its The Statement of Changes in Net Position books and records in conformity with the presents the change in OFS’ net position for two accounting principles generally accepted in the components, Cumulative Results of Operations United States for federal entities and the formats and Unexpended Appropriations, for the years prescribed by the Office of Management and ended September 30, 2012 and 2011. The ending Budget (OMB). balances of both components of net position are also reported on the Balance Sheet. While these financial statements reflect activity of the OFS in executing its programs, including The Statement of Budgetary Resources provides providing resources to various entities to help information about funding and availability of stabilize the financial markets, they do not budgetary resources and the status of those include, as more fully discussed in Note 1, the resources for the years ended September 30, 2012 and 2011. 49 FINANCIAL STATEMENTS AGENCY FINANCIAL REPORT | FISCAL YEAR 2012 Office of Financial Stability (Troubled Asset Relief Program) BALANCE SHEET As of September 30, 2012 and 2011 Dollars in Millions 2012 2011 ASSETS Intragovernmental Assets: Fund Balance with Treasury (Note 3) $ 75,495 $ 83,342 Asset Guarantee Program (Note 6) 967 739 Other 1 - Total Intragovernmental Assets 76,463 84,081 Cash on Deposit for Housing Program (Note 4) 50 50 Troubled Asset Relief Program: Direct Loans and Equity Investments, Net (Note 6) 40,231 80,104 Total Assets $ 116,744 $ 164,235 LIABILITIES Intragovernmental Liabilities: Accounts Payable and Other Liabilities $ 2 $ 2 Due to the General Fund (Note 7) 9,714 4,591 Principal Payable to the Bureau of the Public Debt (Note 8) 52,828 129,497 Total Intragovernmental Liabilities 62,544 134,090 Accounts Payable and Other Liabilities 87 93 Liabilities for Treasury Housing Programs Under TARP: FHA-Refinance Program (Notes 5 and 6) 7 1 Making Home Affordable Program and Hardest Hit Fund (Note 5) 241 343 Total Liabilities $ 62,879 $ 134,527 Commitments and Contingencies (Note 9) - - NET POSITION Unexpended Appropriations $ 54,572 $ 57,544 Cumulative Results of Operations (707) (27,836) Total Net Position $ 53,865 $ 29,708 Total Liabilities and Net Position $ 116,744 $ 164,235 The accompanying notes are an integral part of these financial statements. FINANCIAL STATEMENTS 50 THE DEPARTMENT OF THE TREASURY | OFFICE OF FINANCIAL STABILITY Office of Financial Stability (Troubled Asset Relief Program) STATEMENT OF NET COST For the Years Ended September 30, 2012 and 2011 Dollars in Millions 2012 2011 STRATEGIC GOAL: TO ENSURE THE OVERALL STABILITY AND LIQUIDITY OF THE FINANCIAL SYSTEM, PREVENT AVOIDABLE FORECLOSURES AND PRESERVE HOMEOWNERSHIP Gross Cost of (Income from) Operations: Program Subsidy Cost (Income) (Note 6) Direct Loan and Equity Investment Programs $ (10,778) $ 7,208 Other Credit Programs (201) 31 Total Program Subsidy Cost (Income) (10,979) 7,239 Interest Expense on Borrowings from the Bureau of the Public Debt (Note 10) 2,252 3,827 Treasury Housing Programs Under TARP (Note 5) 2,963 1,943 Administrative Cost 268 315 Total Gross Cost of (Income from) Operations (5,496) 13,324 Earned Revenue: Dividend and Interest Income - Programs (Note 6) (2,733) (3,476) Interest Income on Financing Account (Note 10) (605) (781) Subsidy Allowance Amortization (Note 10) 1,086 430 Total Earned Revenue (2,252) (3,827) Total Net Cost of (Income from) Operations $ (7,748) $ 9,497 The accompanying notes are an integral part of these financial statements. 51 FINANCIAL STATEMENTS AGENCY FINANCIAL REPORT | FISCAL YEAR 2012 Office of Financial Stability (Troubled Asset Relief Program) STATEMENT OF CHANGES IN NET POSITION For the Years Ended September 30, 2012 and 2011 2012 2011 Cumulative Cumulative Unexpended Results of Unexpended Results of Dollars in Millions Approprations Operations Approprations Operations Beginning Balanc es $ 57, 544 $ ( 27, 836) $ 79, 783 $ ( 1, 546) Budget ary Financ ing Sourc es Appropriations Rec eiv ed 27,593 - 2,278 - Appropriations Used (30,565) 30,565 (24,517) 24,517 Ot her Financ ing Sourc es - (11,184) - (41,310) Tot al Financ ing Sourc es (2,972) 19,381 (22,239) (16,793) Net ( Cost of) Inc ome from Operat ions - 7,748 - (9,497) Net Change (2,972) 27,129 (22,239) (26,290) Ending Balanc es $ 54, 572 $ ( 707) $ 57, 544 $ ( 27, 836) The accompanying notes are an integral part of these financial statements. FINANCIAL STATEMENTS 52 THE DEPARTMENT OF THE TREASURY | OFFICE OF FINANCIAL STABILITY Office of Financial Stability (Troubled Asset Relief Program) STATEMENT OF BUDGETARY RESOURCES For the Years Ended September 30, 2012 and 2011 2012 2011 Nonbudgetary Nonbudgetary Budgetary Financing Budgetary Financing Dollars in Millions Accounts Accounts Accounts Accounts BUDGETARY RESOURCES Unobligated Balances Brought Forward $ 14,166 $ 21,143 $ 11,075 $ 10,548 Recoveries of Prior Year Unpaid Obligations 146 6,114 3,057 4,664 Borrowing Authority Withdrawn - (5,832) - (1,368) Actual Repayments of Debt, Prior-Year Balances - (19,900) - (7,996) Unobligated Balance from Prior Year Budget Authority, Net 14,312 1,525 14,132 5,848 Appropriations 27,593 - 2,278 - Borrowing Authority - 2,659 - 35,596 Spending Authority from Offsetting Collections - 21,695 - 45,101 TOTAL BUDGETARY RESOURCES (Note 11) $ 41,905 $ 25,879 $ 16,410 $ 86,545 STATUS OF BUDGETARY RESOURCES Obligations Incurred $ 27,555 $ 8,248 $ 2,244 $ 65,402 Unobligated Balance: Apportioned 41 3,946 36 511 Unapportioned 14,309 13,685 14,130 20,632 Total Unobligated Balance 14,350 17,631 14,166 21,143 TOTAL STATUS OF BUDGETARY RESOURCES $ 41,905 $ 25,879 $ 16,410 $ 86,545 CHANGE IN OBLIGATED BALANCES Obligated Balance Brought Forward: Unpaid Obligations $ 43,814 $ 13,158 $ 69,128 $ 41,918 Uncollected Customer Payments from Federal Sources - (496) - (23,816) Obligated Balance, Net, Brought Forward 43,814 12,662 69,128 18,102 Obligations Incurred 27,555 8,248 2,244 65,402 Gross Outlays (30,675) (9,366) (24,501) (89,498) Change in Uncollected Customer Payments from Federal Sources - 147 - 23,320 Recoveries of Prior Year Unpaid Obligations (146) (6,114) (3,057) (4,664) Obligated Balance, Net, End of Period: Unpaid Obligations, Gross, End of Period 40,548 5,926 43,814 13,158 Uncollected Customer Payments from Federal Sources - (349) - (496) OBLIGATED BALANCE, NET, END OF PERIOD $ 40,548 $ 5,577 $ 43,814 $ 12,662 BUDGET AUTHORITY AND OUTLAYS, NET Budget Authority, Gross $ 27,593 $ 24,354 $ 2,278 $ 80,697 Actual Offsetting Collections - (81,269) - (107,307) Change in Uncollected Customer Payments from Federal Sources - 147 - 23,320 BUDGET AUTHORITY, NET $ 27,593 $ (56,768) $ 2,278 $ (3,290) Gross Outlays $ 30,675 $ 9,366 $ 24,501 $ 89,498 Actual Offsetting Collections - (81,269) - (107,307) Net Outlays 30,675 (71,903) 24,501 (17,809) Distributed Offsetting Receipts (6,063) - (61,832) - AGENCY OUTLAYS, NET $ 24,612 $ (71,903) $ (37,331) $ (17,809) The accompanying notes are an integral part of these financial statements. 53 FINANCIAL STATEMENTS AGENCY FINANCIAL REPORT | FISCAL YEAR 2012 NOTES TO THE FINANCIAL STATEMENTS NOTE 1. REPORTING ENTITY The Troubled Asset Relief Program (TARP) was commitments to make purchases and offsets for authorized by the Emergency Economic guarantees made) $467.0 billion as of September 30, Stabilization Act of 2008 (EESA or “the Act”). The 2012 and $470.1 billion as of September 30, 2011. Act gave the Secretary of the Treasury (the Secretary) broad and flexible authority to establish The TARP developed the following programs: the the TARP to purchase and insure mortgages and Capital Purchase Program (CPP); the Targeted other troubled assets, which permitted the Secretary Investment Program (TIP); the Community to inject capital into banks and other commercial Development Capital Initiative (CDCI); the Public- companies by taking equity positions in those Private Investment Program (PPIP); the Term Asset- entities to help stabilize the financial markets. Backed Securities Loan Facility (TALF); the SBA 7(a) Securities Purchase Program (SBA 7(a)); the The EESA established certain criteria under which Automotive Industry Financing Program (AIFP); the the TARP would operate, including provisions that American International Group, Inc. (AIG) Investment impact the budgeting, accounting, and reporting of Program (formerly known as the Systemically troubled assets acquired under the Act. Section Significant Failing Institutions Program); the Asset 101(a) of the EESA provided the authority for the Guarantee Program (AGP); and the Treasury Housing Secretary to purchase troubled assets, and Section Programs Under TARP (see Notes 5 and 6 for details 101(a)(3) of the EESA established the Office of regarding all of these programs). Financial Stability (OFS) to implement the TARP. Section 102 of the EESA required the Secretary to While these financial statements reflect the activity establish a program to guarantee troubled assets of the OFS in executing its programs, including originated or issued prior to March 14, 2008, providing resources to various entities to help including mortgage-backed securities. Section 115 of stabilize the financial markets, they do not include the EESA limited the authority of the Secretary to the assets, liabilities, or results of operations of purchase troubled assets up to $700.0 billion commercial entities in which the OFS has a outstanding at any one time, calculated at the significant equity interest. Through the purchase of aggregate purchase prices of all troubled assets held. troubled assets, the OFS has entered into several Amendments to Section 115 of the EESA during the different types of direct loan, equity investment, and period ended September 30, 2009, reduced that other credit programs (which consist of the AGP and authority by $1.3 billion, from $700.0 billion to $698.7 the Federal Housing Administration (FHA) billion. Section 120 of the EESA established that the Refinance Program) with private entities. These authorities under Sections 101(a), excluding Section direct loans, equity investments, and other credit 101(a)(3), and Section 102 of the EESA would programs were entered into with the intent of terminate December 31, 2009, unless extended upon helping to stabilize the financial markets and submission of a written certification to Congress by mitigating, as best as possible, any adverse impact the Secretary of the Treasury. On December 9, 2009, on the economy. These direct loans, equity the Secretary extended the program authorities investments, and other credit programs were not through October 3, 2010. In July 2010, the Dodd- entered into to engage in the business activities of Frank Wall Street Reform and Consumer Protection the respective private entities. Based on this intent, Act amended Section 115 of the EESA, limiting the the OFS concluded that such direct loans, equity TARP’s authority to a total of $475.0 billion investments, and other credit programs are cumulative obligations (i.e. purchases and considered “bail outs”, under the provisions of guarantees) and prohibiting any new obligations for paragraph 50 of Statement of Federal Financial programs or initiatives that had not been publicly Accounting Concepts (SFFAC) No. 2, Entity and announced prior to June 25, 2010. Of the maximum Display. In addition, these entities are not included $475.0 billion authority under the EESA, as amended, in the Federal budget and, therefore, do not meet OFS had utilized (including purchases made, legal the conclusive criteria in SFFAC No. 2. As such, the NOTES TO THE FINANCIAL STATEMENTS 54 THE DEPARTMENT OF THE TREASURY | OFFICE OF FINANCIAL STABILITY OFS determined that none of these entities meet the SPVs meet the conclusive or indicative criteria to be criteria to be classified as a federal entity. classified as a federal entity. As a result, the assets, Consequently, their assets, liabilities, and results of liabilities and results of operations of the SPVs are operations were not consolidated in these OFS not included in these OFS financial statements. financial statements, but the value of OFS’ Additional disclosures regarding certain SPV investments in such entities was recorded in OFS’ investments are included in Notes 2 and 6; see financial statements. PPIP, TALF and AIG Investment Program. In addition, the OFS has made loans and The EESA established the OFS within the Office of investments in certain Special Purpose Vehicles Domestic Finance of the U. S. Department of the (SPV) 25. SFFAC No. 2, paragraphs 43 and 44, Treasury (Treasury). The OFS prepares stand-alone reference indicative criteria such as ownership and financial statements to satisfy EESA’s requirement control to carry out government powers and for the TARP to prepare annual financial missions, as criteria in the determination about statements. Additionally, as an office of the whether an entity should be classified as a federal Treasury, its financial statements are consolidated entity. The OFS has concluded that none of the into Treasury’s Agency Financial Report. 25 During 2012 and 2011, the OFS held investments in SPVs under the TALF, PPIP and AIG Investment Programs. 55 NOTES TO THE FINANCIAL STATEMENTS AGENCY FINANCIAL REPORT l FISCAL YEAR 2012 NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting and Consistent with its accounting policy for equity investments in private entities, including SPV’s, the Presentation OFS accounts for its equity investments at fair value. Since fair value is not defined in federal The accompanying financial statements include the accounting standards, following the hierarchy of operations of the OFS and have been prepared from accounting principles established in SFFAS No. 34, the accounting records of the OFS in conformity the OFS conforms to fair value definitions contained with accounting principles generally accepted in the in the private sector Financial Accounting United States for federal entities (Federal GAAP), Standards Codification (ASC) 820, Fair Value and the OMB Circular A-136, Financial Reporting Measurement. OFS defines fair value of its equity Requirements, as amended. Federal GAAP includes investments as the estimated amount of proceeds the standards issued by the Federal Accounting that would be received if the equity investments Standards Advisory Board (FASAB). The FASAB is were sold to a market participant in an orderly recognized by the American Institute of Certified transaction. Note 6 presents Direct Loan and Equity Public Accountants (AICPA) as the official Investments and the Asset Guarantee Program accounting standards-setting body for the U.S. receivable tabulated by the Level of Observation of Government. As such, the FASAB is responsible for the inputs used in the valuation process. Level 1 establishing Federal GAAP for Federal reporting assets are measured using quoted market prices for entities. identical assets. Level 2 assets are measured using observable market inputs other than direct market The FASAB issued the Statement of Federal quotes. Level 3 assets are measured using Financial Accounting Standards (SFFAS) No. 34, unobservable inputs. The Hierarchy of Generally Accepted Accounting Principles, Including the Application of Standards The OFS uses the present value accounting concepts Issued by the Financial Accounting Standards Board embedded in SFFAS No. 2, Accounting for Direct in July 2009. SFFAS No. 34 identifies the sources of Loans and Loan Guarantees, as amended (SFFAS accounting principles and the framework for No. 2), to derive fair value measurements for its selecting the principles used in the preparation of equity investments in Levels 2 and 3. The OFS general purpose financial reports of federal concluded that some of the equity investments, such reporting entities that are presented in conformity as preferred stock, were similar to direct loans since with Federal GAAP. there was a stated rate and a redemption feature which, if elected, required repayment of the amount In addition to the above, Section 123(a) of the EESA invested. Furthermore, consideration of market risk requires that the budgetary cost of purchases of provided a basis to arrive at a fair value troubled assets and guarantees of troubled assets, measurement. Therefore, the OFS concluded that and any cash flows associated with authorized SFFAS No. 2 (as more fully discussed below) should activities, be determined in accordance with the be followed for reporting and disclosure Federal Credit Reform Act of 1990 (FCRA). Section requirements of its equity investments. 123(b) (1) of the EESA requires that the budgetary costs of troubled assets and guarantees of troubled Federal loans and loan guarantees are governed by assets be calculated by adjusting the discount rate FCRA for budgetary accounting and the associated for market risks. As a result of this requirement, FASAB accounting standard SFFAS No. 2 for the OFS considered market risk in its calculation financial reporting. The OFS applies the provisions and determination of the estimated net present of SFFAS No. 2 when accounting and reporting for value of its direct loans, equity investments and direct loans and other credit programs. Direct loans other credit programs for budgetary purposes. disbursed and outstanding are recognized as assets Similarly, market risk is considered in the at the net present value of their estimated future valuations for financial reporting purposes (see Note cash flows. Outstanding asset guarantees are 6 for further discussion). recognized as liabilities or assets at the net present value of their estimated future cash flows. NOTES TO THE FINANCIAL STATEMENTS 56 THE DEPARTMENT OF THE TREASURY | OFFICE OF FINANCIAL STABILITY Liabilities under the FHA-Refinance Program are direct loans, equity investments, and other credit recognized at the net present value of their programs. These estimates are sensitive to slight estimated future cash flows when the FHA changes in model assumptions, such as general guarantees loans. economic conditions, specific stock price volatility of the entities in which the OFS has an equity interest, For direct loans and equity investments, the subsidy estimates of expected default, and prepayment allowance account represents the difference between rates. Forecasts of future financial results have the face value of the outstanding direct loan and inherent uncertainty, and the OFS’ TARP Direct equity investment balance and the net present value Loans and Equity Investments, Net and Asset of the expected future cash flows or fair value, and is Guarantee Program line items, as of fiscal year reported as an adjustment to the face value of the ends, primarily reflect relatively illiquid assets with direct loan or equity investment. values that are sensitive to future economic conditions and other assumptions. Estimates are The OFS recognizes dividend income associated with also prepared for the FHA-Refinance Program to equity investments when declared by the entity in determine the liability for losses. which the OFS has invested and when received in relation to any repurchases, exchanges and Credit Reform Accounting restructurings. The OFS recognizes interest income when earned on performing loans; interest income is The FCRA provides for the use of program, not accrued on non-performing loans. The OFS financing, and general fund receipt accounts to reflects changes, referred to as reestimates, in its separately account for activity related to direct determination of the value of direct loans, equity loans, equity investments and other credit investments, and other credit programs in the programs. These accounts are classified as either subsidy cost on the Statement of Net Cost annually. budgetary or non-budgetary in the Statement of Budgetary Resources. The budgetary accounts The OFS has received common stock warrants, include the program and general fund receipt additional preferred stock (referred to as warrant accounts, and the non-budgetary accounts consist of preferred stock) or additional notes as additional the credit reform financing accounts. consideration for providing direct loans and equity investments and for supporting the Asset Guarantee As discussed previously, the OFS accounts for the Program. The OFS accounts for the common stock cost of direct loans, equity investments and other warrants and warrant preferred stock received credit programs in accordance with Section 123(a) of under Section 113 of the EESA as fees under SFFAS the EESA and the FCRA for budgetary accounting, No. 2, and, as such, the proceeds received in any and fair value and SFFAS No. 2 for financial sales are credited to the subsidy allowance rather reporting. than to income. Consistent with SFFAS No. 2 and FCRA, the OFS Use of Estimates maintains program accounts which receive appropriations and obligate funds to cover the The OFS has made certain estimates and subsidy cost of direct loans, equity investments and assumptions relating to the reporting of assets, other credit programs, and disburses the subsidy liabilities, revenues, and cost to prepare these cost to the OFS financing accounts. The financing financial statements. Actual results could accounts are non-budgetary accounts that are used significantly differ from these estimates. Major to record all of the cash flows resulting from the OFS financial statement lines that include estimates are direct loans, equity investments and other credit TARP Direct Loans and Equity Investments, Net, programs. Cash flows include disbursements, the Asset Guarantee Program and the Liabilities for borrower repayments, repurchases, fees, recoveries, Treasury Housing Programs Under TARP on the interest, dividends, proceeds from the sale of stock Balance Sheet, and related Program Subsidy Cost and warrants, borrowings from and repayments to (Income) on the Statement of Net Cost (see Note 6). Treasury, negative subsidy and the subsidy cost received from the program accounts, as well as The most significant differences between actual subsidy reestimates and modifications. results and estimates may occur in the valuation of 57 NOTES TO THE FINANCIAL STATEMENTS AGENCY FINANCIAL REPORT l FISCAL YEAR 2012 The financing arrangements specifically for the Treasury, and the OFS’ records are reconciled with TARP activities are provided for in the EESA as those of the Treasury on a regular basis. follows: (1) borrowing for program funds under Section 118 that constitute appropriations when Available unobligated balances represent amounts obligated or spent, which are reported as that are apportioned for obligation in the current “appropriations” in these financial statements; (2) fiscal year. Unavailable unobligated balances borrowing by financing accounts for non-subsidy cost represent unanticipated collections in excess of the under the FCRA and Section 123; and (3) amounts apportioned which are unavailable. establishment of the Troubled Assets Insurance Obligated balances not yet disbursed include Financing Fund (TAIFF) for the Asset Guarantee undelivered orders and unpaid expended authority. Program under Section 102(d). See Note 3. The OFS uses general fund receipt accounts to Troubled Asset Relief Program record the receipt of amounts paid from the financing accounts when there is a negative subsidy Direct Loans and Equity or negative modification (a reduction in subsidy cost Investments, Net due to changes in program policy or terms that change estimated future cash flows) from the Troubled Asset Relief Program Direct Loans and original estimate or a downward reestimate. Equity Investments, Net represents the estimated Amounts in the general fund receipt accounts are net outstanding amount of the OFS direct loans and available for appropriations only in the sense that equity investments. The direct loan and equity all general fund receipts are available for investment balances have been determined in appropriations. Any assets in these accounts are accordance with the provisions of SFFAS No. 2 or at non-entity assets and are offset by fair value (see Note 6). Write-offs of gross direct intragovernmental liabilities. At the end of the fiscal loan and equity investment balances (presented in year, the fund balance transferred to the U.S. Note 6 table) are recorded when a legal event occurs, Treasury through the general fund receipt account is such as a bankruptcy with no further chance of not included in the OFS’ reported Fund Balance recovery or extinguishment of a debt instrument by with Treasury. agreement. Under SFFAS No. 2, write-offs do not affect the Statement of Net Cost because the SFFAS No. 2 requires that the actual and expected written-off asset is fully reserved. Therefore, the costs of federal credit programs be fully recognized write-off removes the asset balance and the in financial reporting. The OFS calculated and associated subsidy allowance. recorded initial estimates of the future performance of direct loans, equity investments, and other credit Asset Guarantee Program programs. The data used for these estimates were reestimated annually, at fiscal year-end, to reflect During fiscal year 2010, the OFS and the Federal adjustments for market risk, asset performance, and Deposit Insurance Corporation (FDIC) entered into other key variables and economic factors. The a termination agreement with the Asset Guarantee reestimate data was then used to estimate and Program’s sole participant, Citigroup. As a result, report the “Program Subsidy Cost (Income)” in the in fiscal year 2011, the OFS sold securities and Statement of Net Cost. A detailed discussion of the warrants held in the program. The Intragovern- OFS subsidy calculation and reestimate mental Asset line item, Asset Guarantee Program, assumptions, process and results is provided in remaining on the Balance Sheet is the estimated Note 6. value of certain Citigroup trust preferred securities including dividends collected, currently held by the Fund Balance with Treasury FDIC for the benefit of OFS. Under the termination agreement, the FDIC has agreed to transfer these The Fund Balance with Treasury includes general, securities to the OFS, less any losses on FDIC’s financing and other funds available to pay current guarantee of Citigroup debt, by December 31, 2012. liabilities and finance authorized purchases. Cash See Note 6. receipts and disbursements are processed by the NOTES TO THE FINANCIAL STATEMENTS 58 THE DEPARTMENT OF THE TREASURY | OFFICE OF FINANCIAL STABILITY General Property and Equipment Liabilities for the Treasury Housing Programs Under TARP Equipment with a cost of $50,000 or more per unit and a useful life of two years or more is capitalized There are three initiatives in the Treasury Housing at full cost and depreciated using the straight-line Programs: the Making Home Affordable Program, method over the equipment’s useful life. Other the Housing Finance Agency Hardest-Hit Fund and equipment not meeting the capitalization criteria is the FHA-Refinance Program. The OFS has expensed when purchased. Software developed for determined that credit reform accounting is not internal use is capitalized and amortized over the applicable to the Treasury Housing Programs Under estimated useful life of the software if the cost per TARP except for the FHA-Refinance Program. project is greater than $250,000. However, OFS Therefore, liabilities for the Making Home may expense such software if management Affordable Program and Housing Finance Agency concludes that total period costs would not be Hardest-Hit Fund are accounted for in accordance materially distorted and the cost of capitalization is with SFFAS No. 5, Accounting for Liabilities of the not economically prudent. Based upon these Federal Government. In accordance with this criteria, the OFS reports no capitalized property, standard, a liability is recognized for any unpaid equipment or software on its Balance Sheet as of amounts due and payable as of the reporting date. September 30, 2012 and 2011. The liability estimate, as of September 30, 2012 and 2011, is based on information about loan Accounts Payable and Other modifications reported by participating servicers for Liabilities the Making Home Affordable Program and participating states for the Housing Finance Agency Accounts Payable and Other Liabilities are amounts Hardest-Hit Fund. See Note 5. due to intragovernmental or public entities that are anticipated to be liquidated during the next At the end of fiscal year 2010, the OFS entered into operating cycle (within one year from the balance a loss-sharing agreement with the FHA to support a sheet date). program in which FHA would guarantee refinancing for borrowers whose homes are worth less than the remaining amounts owed under their mortgage Due to the General Fund loans, i.e. “underwater”. The liability for OFS’ share of losses was determined under credit reform Due to the General Fund represents the amount of accounting and is shown as FHA-Refinance accrued downward reestimates not yet funded, Program, one of the Liabilities for Treasury Housing related to direct loans, equity investments and other Programs Under TARP, on the Balance Sheet. See credit programs as of September 30, 2012 and 2011. Notes 4, 5 and 6. See Notes 6 and 7. Unexpended Appropriations Principal Payable to the Bureau of the Public Debt Unexpended Appropriations represents the OFS undelivered orders and unobligated balances in Principal Payable to the Bureau of the Public Debt budgetary appropriated funds as of September 30, (BPD) represents the net amount due for equity 2012 and 2011. investments, direct loans and other credit programs funded by borrowings from the BPD as of the end of Cumulative Results of Operations the fiscal year. Additionally, OFS borrows from the BPD for payment of intragovernmental interest and Cumulative Results of Operations, presented on the payment of negative subsidy cost to the general Balance Sheet and on the Statement of Changes in fund, as necessary. See Note 8. Net Position, represents the net results of the OFS operations not funded by appropriations or some other source, such as borrowing authority, from inception through fiscal year end. At September 30, 2012 and 2011, OFS had $755 million and $27.9 59 NOTES TO THE FINANCIAL STATEMENTS AGENCY FINANCIAL REPORT l FISCAL YEAR 2012 billion, respectively, of unfunded upward an application of actuarial procedures developed to reestimates that resulted in OFS reporting negative estimate the liability for FECA benefits. The Cumulative Results of Operations. The fiscal year actuarial liability estimates for FECA benefits 2012 unfunded upward reestimates will be funded in include the expected liability for death, disability, fiscal year 2013. The fiscal year 2011 unfunded medical, and miscellaneous costs for approved upward reestimates were funded in fiscal year 2012. compensation cases. Any FECA amounts relating to Cumulative Results of Operations in 2012 and 2011 OFS employees are expensed as incurred. also included $50 million reported as Cash on Deposit for Housing Program on the Balance Sheet, Employee Pension Benefits see Note 4. The OFS employees participate in either the Civil Other Financing Sources Service Retirement System (CSRS) or the Federal Employees’ Retirement System (FERS) and Social The Other Financing Sources line in the Statement Security. These systems provide benefits upon of Changes in Net Position for each year consists retirement and in the event of death, disability or primarily of downward reestimates. Each program’s other termination of employment and may also reestimates, upward and downward, are recorded provide pre-retirement benefits. They may also separately, not netted together. include benefits to survivors and their dependents, and may contain early retirement or other special Leave features. The OFS contributions to retirement plans and Social Security, as well as imputed costs for A liability for the OFS employees’ annual leave is pension and other retirement benefit costs accrued as it is earned and reduced as leave is administered by the Office of Personnel taken. Each year the balance of accrued annual Management, are recognized on the Statement of leave is adjusted to reflect current pay rates as well Net Cost as Administrative Costs. Federal employee as forfeited “use or lose” leave. Amounts are benefits also include the Thrift Savings Plan (TSP). unfunded to the extent current or prior year For FERS employees, a TSP account is appropriations are not available to fund annual automatically established and the OFS matches leave earned but not taken. Sick leave and other employee contributions to the plan, subject to types of non-vested leave are expensed as taken. limitations. The matching contributions are The liability is included in the Balance Sheet recognized as Administrative Costs on the amount for Accounts Payable and Other Liabilities. Statement of Net Cost. Employee Health and Life Insurance Related Parties and Workers’ Compensation Benefits The nature of related parties and descriptions of related party transactions are discussed within The OFS employees may choose to participate in the Notes 1 and 6. contributory Federal Employees Health Benefit and the Federal Employees Group Life Insurance Programs. The OFS matches a portion of the Reclassifications employee contributions to each program. Matching contributions are recognized as current operating Reclassification of certain items of the 2011 financial expenses. statements has been made to conform to the 2012 presentation. For example, OMB Circular A-136 The Federal Employees’ Compensation Act (FECA) changed the format of the Statement of Budgetary provides income and medical cost protection to Resources to align with the SF-133 Report on covered Federal civilian employees injured on the Budget Execution and Budgetary Resources for all job, and employees who have incurred a work- federal reporting entities. Fiscal year 2011 balances related injury or occupational disease. Future on the SBR were reclassified to conform to the new workers’ compensation estimates are generated from format. NOTES TO THE FINANCIAL STATEMENTS 60 THE DEPARTMENT OF THE TREASURY | OFFICE OF FINANCIAL STABILITY NOTE 3. FUND BALANCES WITH TREASURY Fund Balances with Treasury, by fund type and status, are presented in the following table. As of September 30, (Dollars in Millions) 2012 2011 Fund Balances: General Funds $ 40,517 $ 43,542 Program Funds 14,382 14,438 Financing Funds 20,596 25,362 Total Fund Balances $ 75,495 $ 83,342 Status of Fund Balances: Unobligated Balances Available $ 3,987 $ 547 Unavailable 27,994 34,762 Obligated Balances Not Yet Disbursed 43,514 48,033 Total Status of Fund Balances $ 75,495 $ 83,342 Collections relating to the AGP are deposited in the and 2011, the TAIFF balance was reduced for AGP- Troubled Assets Insurance Financing Fund (which is related downward reestimates, repayments of AGP- within OFS Financing Funds balance) as required related debt and payments of interest on AGP- by the EESA Section 102(d). In fiscal years 2012 related debt due to the Bureau of the Public Debt. NOTE 4. CASH ON DEPOSIT FOR HOUSING PROGRAM As of September 30, 2012, and 2011, the OFS had its agreement, the OFS is required to maintain a $50 million on deposit with a commercial bank to minimum amount of funds on deposit, depending facilitate its payments of claims under the FHA- upon the size of the program and potential claims. Refinance Program as OFS’ agent. Under terms of Unused funds will be returned to the OFS upon the termination of the program and agreement. NOTE 5. TREASURY HOUSING PROGRAMS UNDER TARP Fiscal year 2012 saw a continued advancement of 3) FHA-Refinance Program. programs designed to provide stability for both the housing market and homeowners. These programs MHA assist homeowners who are experiencing financial hardships to remain in their homes until their In early 2009, Treasury launched the Making Home financial position improves or they relocate to a Affordable Program (MHA) to help struggling more sustainable living situation. The programs fall homeowners avoid foreclosure. Since its inception, into three initiatives: MHA has helped homeowners avoid foreclosure by providing a variety of solutions to modify or 1) Making Home Affordable Program (MHA); refinance their mortgages, get temporary 2) Housing Finance Agency (HFA) Hardest-Hit forbearance if they are unemployed, or transition Fund; and out of homeownership via a short sale or deed-in- 61 NOTES TO THE FINANCIAL STATEMENTS AGENCY FINANCIAL REPORT l FISCAL YEAR 2012 lieu of foreclosure. The cornerstone of MHA is the to a more affordable living situation through a short Home Affordable Modification Program (HAMP), sale or deed-in-lieu of foreclosure. MHA includes which provides eligible homeowners the opportunity several additional programs to help homeowners to reduce their monthly mortgage payments to more refinance or address specific types of mortgages, in affordable levels. Treasury also launched programs conjunction with the Federal Housing under MHA to help homeowners who are Administration (FHA), the United States unemployed, “underwater” on their loans (those who Department of Agriculture (USDA), and the owe more on their home than it is currently worth), Department of Veterans Affairs (VA). or struggling with second liens. It also includes options for homeowners who would like to transition Features of these initiatives follow: Housing Program Features MHA Home Affordable Modification Program (HAMP) First Lien Modification Program Provides for upfront, monthly and annual incentives to servicers, borrowers and investors who participate, whereby the investor and OFS share the costs of modifying qualified first liens, conditional on borrower performance. Principal Reduction Alternative Program Pays financial incentives to investors for principal reduction in conjunction with a first lien HAMP modification. Home Price Depreciation Program (HPDP) Provides financial incentives to investors to partially offset losses from home price declines. Home Affordable Foreclosure Alternatives (HAFA) Designed to assist eligible borrowers unable to retain their homes through a HAMP modification, by simplifying and streamlining the short sale and deed- in-lieu of foreclosure processes and providing financial incentives to servicers and investors as well as relocation assistance to borrowers who pursue short sales and deeds-in-lieu. Unemployment Forebearance Program (UP) Offers assistance to unemployed homeowners through temporary forebearance of a portion of their mortgage payments. This program does not require any payments from OFS. FHA- HAMP Provides mortgage modifications similar to HAMP, but for FHA-insured or guaranteed loans offered by the FHA, V A or USDA. Second Lien Program (2MP) Offers financial incentives to participating servicers who modify second liens in conjunction with a HAMP modification. Treasury/FHA Second Lien Program (FHA 2LP) Provides for reduction or elimination of second mortgages on homes whose servicers participate in the FHA Refinance Program. Rural Development Program (RD- HAMP) Provides for lower monthly payments on USDA guaranteed loans. HHF Provides targeted aid to families in the states hardest hit by the housing market downturn and unemployment. FHA- Refinance Program Joint initiative with HUD to encourage refinancing of existing underwater mortgage loans not currently insured by FHA into FHA insured mortgages. investor incentives for PRA were tripled on first In fiscal year 2012, the OFS made three changes liens and doubled on second liens. to MHA programs, designed to provide relief to more homeowners and to accelerate the housing All MHA disbursements are made to servicers market recovery. First, the deadline for either for themselves or for the benefit of homeowners to apply for MHA programs was borrowers and investors, and all payments are extended from December 31, 2012 to December contingent on borrowers remaining in good 31, 2013. Secondly, HAMP program guidelines standing. To be considered for MHA programs, were expanded through the introduction of a borrowers must apply by December 31, 2013. second-level evaluation that expands the population of homeowners eligible for the Fannie Mae, as the MHA Program Administrator, programs by allowing for homes that are rental provides direct programmatic support as a third properties, a flexible debt-to-income ratio party agent on behalf of the OFS. Freddie Mac requirement, and by including previous HAMP provides compliance oversight of servicers as a participants who lost good standing. Finally, third party agent on behalf of the OFS, and the servicers work directly with the borrowers to NOTES TO THE FINANCIAL STATEMENTS 62 THE DEPARTMENT OF THE TREASURY | OFFICE OF FINANCIAL STABILITY modify and service the borrowers’ loans. Fees Development (HUD) which is intended to paid to Fannie Mae and Freddie Mac are included encourage refinancing of existing underwater (i.e. in administrative costs reported on the Statement the borrower owes more than the home is worth) of Net Cost. mortgage loans not currently insured by FHA into FHA-insured mortgages. HUD will pay a portion HHF of the amount refinanced to the investor and OFS will pay incentives to encourage the The Housing Finance Agency (HFA) Hardest-Hit extinguishment of second liens associated with Fund was implemented in fiscal year 2010, and the refinanced mortgages. OFS established a provides targeted aid to families in the states hit letter of credit that obligated the OFS portion of hardest by the housing market downturn and any claims associated with the FHA-guaranteed unemployment. States that meet the criteria for mortgages. The OMB determined that for this program consist of Alabama, Arizona, budgetary purposes, the FHA-Refinance Program California, Florida, Georgia, Illinois, Indiana, cost is calculated under the FCRA, and Kentucky, Michigan, Mississippi, Nevada, New accordingly OFS determined that it was Jersey, North Carolina, Ohio, Oregon, Rhode appropriate to follow SFFAS No. 2 for financial Island, South Carolina, Tennessee, as well as the reporting. Therefore, the liability is calculated at District of Columbia. Approved states develop the net present value of estimated future cash and roll out their own programs with timing and flows. Homeowners can refinance into FHA- types of programs offered targeted to address the guaranteed mortgages through December 31, specific needs and economic conditions of their 2014, and OFS will honor its share of claims state. States have until December 31, 2017 to against the letter of credit through 2020. As of enter into agreements with borrowers. September 30, 2012, 1,774 loans had been refinanced. As of September 30, 2011, 334 loans In fiscal year 2012, HFAs made substantial had been refinanced. eligibility changes to existing programs (e.g. Florida, New Jersey) and significantly modified OFS deposited $50 million with a commercial principal reduction programs (e.g. Arizona, bank as its agent to administer payment of claims California and Nevada) incorporating under the program; no claim payments have been curtailments (i.e. unmatched principal reduction) made as of September 30, 2012. See Notes 4 and that can be applied to all eligible loans including 6. OFS paid $2 million each year in fiscal years GSE loans that historically have not participated 2012 and 2011 to maintain the letter of credit. in principal reduction programs. The table below recaps housing program commitments as of September 30, 2012, and FHA-Refinance Program payments and accruals as of September 30, 2012 and 2011. The FHA-Refinance Program is a joint initiative with the Department of Housing and Urban Treasury Housing Programs Under TARP Commitments as of Fiscal Year Payments through September 30, Accruals as of September 30, (Dollars in Millions) September 30, 2012 2012 2011 2012 2011 MHA $ 29,871 $ 2,202 $ 1,282 $ 241 $ 343 HFA Hardest Hit Fund 7,600 861 599 - - FHA - Refinance* 8,117 2 2 - - Totals $ 45,588 $ 3,065 $ 1,883 $ 241 $ 343 *Payments do not include $50 million to establish reserve, shown on Balance Sheet as Cash on Deposit for Housing Program, nor the subsidy cost to fund OFS' share of defaults, which establishes the liability for losses, see Note 6. Payments are for the FHA-Refinance Program administrative expense only. 63 NOTES TO THE FINANCIAL STATEMENTS AGENCY FINANCIAL REPORT l FISCAL YEAR 2012 NOTE 6. TROUBLED ASSET RELIEF PROGRAM DIRECT LOANS AND EQUITY INVESTMENTS, NET AND OTHER CREDIT PROGRAMS The OFS administers a number of programs into other credit programs, which consist of an asset designed to help stabilize the financial system and guarantee program and a loss-sharing program restore the flow of credit to consumers and under the TARP. The table below recaps OFS businesses. The OFS made direct loans and equity programs by title and type: investments under TARP. The OFS also entered Program Program Type Direct Loans and Equity Investments Capital Purchase Program Equity Investment/Subordinated Debentures Targeted Investment Program Equity Investment Community Development Capital Initiative Equity Investment/Subordinated Debentures Public-Private Investment Program Equity Investment and Direct Loan Term Asset-Backed Securities Loan Facility Subordinated Debentures SBA 7(a) Security Purchase Program Direct Loan Automotive Industry Financing Program Equity Investment and Direct Loan American International Group, Inc. Investment Program Equity Investment Other Credit Programs Asset Guarantee Program Asset Guarantee FHA-Refinance Program Loss-sharing Program with FHA Valuation Methodology transactions or to purchase the assets held by OFS. Accordingly, the measurement of the assets attempts to represent the proceeds expected to be The OFS applies fair value and the provisions of received if the assets were sold to a market SFFAS No. 2 to account for direct loans, equity participant in an orderly transaction. The investments and other credit programs. This methodology employed for determining market risk standard requires measurement of the asset or for equity investments generally involves a liability at the net present value of the estimated calibration to market prices of similar securities that future cash flows. The cash flow estimates for each results in measuring equity investments at fair transaction reflect the actual structure of the value. The adjustment for market risk for loans is instruments. For each of these instruments, intended to capture the risk of unexpected losses, analytical cash flow models generate estimated cash but not intended to represent fair value, i.e. the flows to and from the OFS over the estimated term proceeds that would be expected to be received if the of the instrument. Further, each cash flow model loans were sold to a market participant. The OFS reflects the specific terms and conditions of the uses market observable inputs, when available, in program, technical assumptions regarding the developing cash flows and incorporating the underlying assets, risk of default or other losses, and adjustment required for market risk. For purposes other factors as appropriate. The models also of this disclosure, the OFS has classified its incorporate an adjustment for market risk to reflect programs’ asset valuations as follows, based on the the additional return required by the market to observability of inputs that are significant to the compensate for variability around the expected measurement of the asset: losses reflected in the cash flows (the “unexpected loss”). • Quoted prices for Identical Assets (Level 1): The measurement of assets in this classification is The adjustment for market risk requires the OFS to based on direct market quotes for the specific determine the return that would be required by asset, e.g. quoted prices of common stock. market participants to enter into similar NOTES TO THE FINANCIAL STATEMENTS 64 THE DEPARTMENT OF THE TREASURY | OFFICE OF FINANCIAL STABILITY • Significant Observable Inputs (Level 2): The represent management’s best estimate of how a measurement of assets in this classification is market participant would assess the risk primarily derived from market observable data, inherent in the asset. These unobservable other than a direct market quote, for the asset. inputs are used because there is little to no This data could be market quotes for similar direct market activity. assets for the same entity. The table below displays the assets held by the • Significant Unobservable Inputs (Level 3): The observability of inputs significant to the measurement of assets in this classification is measurement of each value: primarily derived from inputs which generally (Dollars in Millions) As of September 30, 2012 Quoted Prices for Significant Significant Identical Observable Unobservable Assets Inputs Inputs (Level 1) (Level 2) (Level 3) Total Program Capital Purchase Program $ 327 $ - $ 5,407 $ 5,734 CDCI and TALF 9 - 1,095 1,104 Public-Private Investment Program - - 10,778 10,778 Automotive Industry Financing Program 11,376 - 6,170 17,546 American International Group Inc. Investment Program 5,067 - 2 5,069 Asset Guarantee Program - 967 - 967 Total TARP Programs $ 16,779 $ 967 $ 23,452 $ 41,198 (Dollars in Millions) As of September 30, 2011 Quoted Prices for Significant Significant Identical Observable Unobservable Assets Inputs Inputs (Level 1) (Level 2) (Level 3) Total Program Capital Purchase Program $ 202 $ - $ 12,240 $ 12,442 CDCI, TALF and SBA 7(a) - 126 951 1,077 Public-Private Investment Program - - 18,377 18,377 Automotive Industry Financing Program 10,091 - 7,747 17,838 American International Group Inc. Investment Program 21,076 9,294 - 30,370 Asset Guarantee Program - 739 - 739 Total TARP Programs $ 31,369 $ 10,159 $ 39,315 $ 80,843 The following provides a description of the expected dividend payments and proceeds from methodology used to develop the cash flows and repurchases and sales. The model assumes that the incorporate the market risk into the measurement of key decisions affecting whether or not institutions the OFS assets. pay their preferred dividends are made by each institution based on the strength of their balance Financial Institution Equity Investments 26 sheet. The model assumes a probabilistic evolution of each institution’s asset-to-liability ratio (the asset- The estimated values of preferred equity to-liability ratio is based on the estimated fair value investments are the net present values of the of the institution’s assets against its liabilities). Each institution’s assets are subject to uncertain 26 This consists of equity investments made under CPP and CDCI. returns and institutions are assumed to manage 65 NOTES TO THE FINANCIAL STATEMENTS AGENCY FINANCIAL REPORT l FISCAL YEAR 2012 their asset-to-liability ratio in such a way that it determine the expected cash flows to the OFS reverts over time to a target level. Historical through both the equity investments and loans. volatility is used to scale the likely evolution of each institution’s asset-to-liability ratio. Term Asset-Backed Securities Loan Facility (TALF) In the model, when equity decreases, i.e. the asset- to-liability ratio falls, institutions are increasingly For the loan associated with the TALF, the OFS likely to default, either because they enter model derives the cash flows to the Federal Reserve bankruptcy or are closed by regulators. The Bank of New York (FRBNY) TALF LLC SPV, and probability of default is estimated based on the ultimately the OFS, by simulating the performance performance of a large sample of US banks over the of underlying collateral. Loss probabilities on the period 1990-2011. At the other end of the spectrum, underlying collateral are calculated based on institutions call their preferred shares when the analysis of historical loan loss and charge-off present value of expected future dividends exceeds experience by credit sector and subsector. Historical the call price; this occurs when equity is high and mean loss rates and volatilities are significantly interest rates are low. Inputs to the model include stressed to reflect recent and projected performance. institution specific accounting data obtained from Simulated losses are run through cash flow models regulatory filings, an institution’s stock price to project impairment to the TALF-eligible volatility, historical bank failure information, as securities. Impaired securities are projected to be well as market prices of comparable securities purchased by the SPV, which could require trading in the market. The market risk adjustment additional OFS funding. Simulation outcomes is obtained through a calibration process to the consisting of a range of loss scenarios are market value of certain trading securities of probability-weighted to generate the expected net financial institutions within TARP programs or present value of future cash flows. other comparable financial institutions. The OFS estimates the values and projects the cash flows of SBA 7(a) Securities Purchase Program (SBA warrants using an option-pricing approach based on the current stock price and its volatility. 7(a)) Investments in common stock which are exchange traded are valued at the quoted market price as of OFS held no SBA 7(a) securities as of September 30, year end. 2012. As of September 30, 2011, the valuation of SBA 7(a) securities was based on the discounted estimated cash flows of the securities. Public-Private Investment Program (PPIP) For the PPIP investments and loans made in the Automotive Industry Financing Program Public Private Investment Fund (PPIF) SPVs, the (AIFP) OFS estimates cash flows to the PPIF by simulating the performance of the collateral supporting the As of September 30, 2012 and 2011 the OFS held residential mortgage-backed securities (RMBS) and 500 million shares of common stock in General commercial mortgage-backed securities (CMBS) held Motors Company (New GM) that were valued by by the PPIF (i.e. performance of the residential and multiplying the publicly traded share price by the commercial mortgages). Inputs used to simulate the number of shares held. cash flows, which consider market risks, include unemployment forecasts, home price As of September 30, 2012 and 2011, for investments appreciation/depreciation forecasts, the current term in Ally Financial’s (Ally, formerly known as GMAC, structure of interest rates and historical pool Inc.) common equity and mandatorily convertible performance as well as estimates of the net income preferred stock, which is valued on an “if-converted” and value of commercial real estate supporting the basis, the OFS used certain valuation multiples such CMBS. The simulated cash flows are then run as price-to-earnings, price-to-tangible book value, through a financial model that defines distributions and asset manager valuations to estimate the value of the RMBS/CMBS to determine the estimated cash of the shares. The multiples were based on those of flows to the PPIF. Once determined, these cash comparable publicly-traded entities. The flows are run through the waterfall of the PPIF to adjustment for market risk is incorporated in the NOTES TO THE FINANCIAL STATEMENTS 66 THE DEPARTMENT OF THE TREASURY | OFFICE OF FINANCIAL STABILITY data points used to determine the measurement for scenarios. Because the resulting value greatly Ally, since all points rely on market data. exceeded the liquidation preference of the investments in the SPVs, the SPVs were valued at American International Group, Inc. (AIG) the liquidation preference. These interests were Investment Program liquidated during fiscal year 2012. As of September 30, 2012, and 2011, the OFS held Asset Guarantee Program (AGP) 154 million and 960 million shares, respectively, of AIG common stock. Investments in AIG common During fiscal year 2010, an agreement was entered stock were valued at the quoted market price as of into to terminate the guarantee of OFS to pay for September 30, 2012 and 2011. any defaults on certain loans and securities held by Citibank. As of September 30, 2012 and 2011, the The OFS also held interests in certain AIG SPVs at instruments within the AGP, consisting of Citigroup September 30, 2011. To estimate the value of the Trust Preferred Securities receivable from the FDIC assets underlying the preferred interests in the with an $800 million liquidation preference value SPVs, OFS summed the value of the common equity plus accrued dividends and interest, were valued in shares held by the SPVs, any cash held in escrow a manner broadly analogous to the previously from previous asset sales, and the weighted average described methodology used for financial institution value of the remaining assets under different equity investments. 67 NOTES TO THE FINANCIAL STATEMENTS AGENCY FINANCIAL REPORT l FISCAL YEAR 2012 Direct Loan and Equity Investment Programs The following table recaps gross direct loans or reconciliation of subsidy cost allowances as of and equity investments, subsidy allowance, and net for the years ended September 30, 2012 and 2011, direct loans or equity investments by TARP are provided at the end of this Note for Direct Loans program. Detailed tables providing the net and Equity Investments, detailed by program, and composition, subsidy cost for new disbursements, for the other credit programs separately. modifications and reestimates, along with a Descriptions and chronology of significant events by program are after the summary table. (Dollars in Millions) As of September 30, 2012 Gross Direct Net Direct Loans and Loans and Equity Subsidy Equity Invesments Allowance Invesments Program Capital Purchase Program $ 8,664 $ (2,930) $ 5,734 TALF and CDCI 667 437 1,104 Public-Private Investment Program 9,763 1,015 10,778 Automotive Industry Financing Program 37,252 (19,706) 17,546 American International Group Inc. Investment Program 6,727 (1,658) 5,069 Total Direct Loan and Equity Investment Programs $63,073 ($22,842) $40,231 (Dollars in Millions) As of September 30, 2011 Gross Direct Net Direct Loans and Loans and Equity Subsidy Equity Invesments Allowance Invesments Program Capital Purchase Program $ 17,299 $ (4,857) $ 12,442 TALF, CDCI and SBA 7(a) 798 279 1,077 Public-Private Investment Program 15,943 2,434 18,377 Automotive Industry Financing Program 37,278 (19,440) 17,838 American International Group Inc. Investment Program 51,087 (20,717) 30,370 Total Direct Loan and Equity Investment Programs $122,405 ($42,301) $80,104 Under this program, the OFS purchased senior Capital Purchase Program perpetual preferred stock from qualifying U.S. controlled banks, savings associations, and certain In October 2008, the OFS began implementation of bank and savings and loan holding companies the TARP with the Capital Purchase Program (Qualified Financial Institution or QFI). The senior (CPP), designed to help stabilize the financial preferred stock has a stated dividend rate of 5.0 system by assisting in building the capital base of percent through year five, increasing to 9.0 percent certain viable U.S. financial institutions to increase in subsequent years. The dividends are cumulative the capacity of those institutions to lend to for bank holding companies and subsidiaries of bank businesses and consumers and support the economy. holding companies and non-cumulative for others; they are payable when and if declared by the The OFS invested a total of $204.9 billion in 707 institution’s board of directors. QFIs that are Sub- institutions under the CPP program between chapter S corporations issued subordinated October 2008 and December 2009. debentures in order to maintain compliance with the NOTES TO THE FINANCIAL STATEMENTS 68 THE DEPARTMENT OF THE TREASURY | OFFICE OF FINANCIAL STABILITY Internal Revenue Code. The maturity of the Generally the transactions are entered into with subordinated debentures is 30 years and interest financial institutions in poor financial condition with rates are 7.7 percent for the first 5 years and 13.8 a high likelihood of failure. As such, in accordance percent for the remaining years. QFIs, subject to with SFFAS No. 2, these transactions are considered regulator approval, may repay the OFS’ investment workouts and not modifications. The changes in cost at any time. associated with these transactions are captured in the year-end reestimates. In addition to the senior preferred stock, the OFS received warrants, with a ten-year term, as required During fiscal year 2012, OFS elected to sell selected by section 113(d) of EESA, from public QFIs to CPP investments to the public in auction sales. purchase a number of shares of common stock. Because auction sales were not considered in the Subsequent to December 31, 2009, the OFS may budget formulation estimate for the CPP program, exercise any warrants held in whole or in part at OFS recorded a modification increasing the cost of any time. The OFS received warrants from non- the program by $973 million. public QFIs for the purchase of additional senior preferred stock (or subordinated debentures if In fiscal year 2012, OFS sold 40 CPP investments in appropriate) with a stated dividend rate of 9.0 six separate auctions for total net proceeds of $1.3 percent (13.8 percent interest rate for subordinate billion. These auction sales resulted in net proceeds debentures) and a liquidation preference equal to 5.0 less than cost of $180 million. All other sales and percent of the total senior preferred stock (additional redemptions in the program for the fiscal year subordinate debenture) investment. These warrants resulted in net proceeds less than cost of $105 were immediately exercised and resulted in the OFS million. holding additional senior preferred stock (subordinated debentures) (collectively referred to as During fiscal year 2011, certain financial “warrant preferred stock”) of non-public QFIs. institutions participating in CPP became eligible to exchange their OFS-held stock investments to In fiscal year 2009, OFS entered into an exchange preferred stock in the Small Business Lending Fund agreement with the banking institution Citigroup, (SBLF), a separate Department of the Treasury under which OFS exchanged its original $25.0 program not a part of the TARP. Because this billion CPP investment in senior preferred stock for refinance was not considered in the formulation 7.7 billion common shares of Citigroup stock, at estimate for the CPP program, a modification was $3.25 per share. Between April 2010 and January recorded in May 2011, resulting in a subsidy cost 2011, OFS sold all of its stock and warrants. During reduction of $1.0 billion. fiscal year 2011, OFS received $15.8 billion from the sale of Citigroup common stock and warrants, OFS made no write-offs of CPP investments in fiscal resulting in proceeds from sales in excess of cost of years 2012 or 2011. During fiscal year 2012, five $3.9 billion. Total gross proceeds from Citigroup institutions, in which OFS had invested $41 million, sales between April 2010 and January 2011 were were either closed by their regulators or declared $31.9 billion. bankruptcy. During fiscal year 2011, eight institutions, in which OFS had invested $190 In addition to the above transactions, the OFS million, were closed by their regulators. The OFS entered into other transactions with various does not anticipate recovery on these investments financial institutions including exchanging existing and therefore the values of these investments are preferred shares for a like amount of non tax- reflected at zero as of September 30, 2012 and 2011. deductible Trust Preferred Securities, exchanging The ultimate amount received, if any, from the preferred shares for shares of mandatorily investments in institutions that filed for bankruptcy convertible preferred securities and selling preferred and institutions closed by regulators will depend shares to financial institutions that were acquiring primarily on the outcome of the bankruptcy the QFIs that had issued the preferred shares. proceedings and of each institution’s receivership. 69 NOTES TO THE FINANCIAL STATEMENTS AGENCY FINANCIAL REPORT l FISCAL YEAR 2012 The following tables provide key data points related to the CPP for the fiscal years ending September 30, 2012 and 2011: CPP Participating Institutions As of September 30, 2012 2011 Cumulative Number of Institutions Participating 707 707 Cumulative Institutions Paid in Full, Merged or Investments Sold (234) (139) Institutions Transferred to CDCI (28) (28) Institutions Refinanced to SBLF (137) (137) Institutions Written Off After Bankruptcy or Receivership (2) (2) Number of Institutions with Outstanding OFS Investments 306 401 Institutions in Bankruptcy or Receivership (16) (11) Number of CPP Institutions Valued at Year-End 290 390 Of the Institutions Valued, Number that Have Missed One or More Dividend Payments 158 165 CPP Investments (Dollars in Millions) Fiscal Year 2012 Fiscal Year 2011 Outstanding Beginning Balance, Investment in CPP Institutions, Gross $ 17,299 $ 49,779 Repayments and Sales of Investments (8,223) (30,188) Losses from Sales and Repurchases of Assets in Excess of Cost (412) (85) Refinanced to SBLF - (2,207) Outstanding Ending Balance, Investment in CPP Institutions, Gross $ 8,664 $ 17,299 Interest and Dividend Collections $ 572 $ 1,283 Net Proceeds from Sales and Repurchases of Assets in Excess of (Less Than) Cost $ (285) $ 4,540 Targeted Investment Program Community Development Capital Initiative The Targeted Investment Program (TIP) was In February 2010, the OFS announced the designed to prevent a loss of confidence in financial Community Development Capital Initiative (CDCI) institutions that could result in significant market to invest lower cost capital in Community disruptions, threatening the financial strength of Development Financial Institutions (CDFIs). Under similarly situated financial institutions, impairing the terms of the program, the OFS purchased senior broader financial markets, and undermining the preferred stock (or subordinated debt) from eligible overall economy. CDFIs. The senior preferred stock had an initial dividend rate of 2 percent. CDFIs could apply to Under TIP, the OFS invested $20.0 billion in receive capital up to 5 percent of risk-weighted Citigroup in December, 2008 and $20.0 billion in assets. To encourage repayment while recognizing Bank of America in January, 2009. In December the unique circumstances facing CDFIs, the 2009, both institutions repaid the amounts invested dividend rate increases to 9 percent after eight along with dividends through the date of repayment. years. In fiscal year 2011, OFS sold its warrant from Citigroup under TIP for $190 million and closed the For CDFI credit unions, the OFS purchased program. subordinated debt at rates equivalent to those offered to CDFIs and with similar terms. These institutions could apply for up to 3.5 percent of total assets - an amount approximately equivalent to the 5 percent of risk-weighted assets available to banks and thrifts. NOTES TO THE FINANCIAL STATEMENTS 70 THE DEPARTMENT OF THE TREASURY | OFFICE OF FINANCIAL STABILITY current period interest to OFS; 4) to maintain a CDFIs participating in the CPP, subject to certain required interest reserve account; 5) to pay principal criteria, were eligible to exchange, through on the OFS loan when the minimum Asset Coverage September 30, 2010, their CPP preferred shares Ratio Test is not satisfied; 6) to pay other amounts (subordinated debt) then held by OFS for CDCI on interest rate hedges if not paid under step 2 ; 7) preferred shares (subordinated debt). These for additional temporary investments or to prepay exchanges were treated as disbursements from loans (both at the discretion of the PPIF); 8) for CDCI and repayments to CPP. OFS invested a total distributions to equity partners up to the lesser of 12 of $570 million ($363 million as a result of months’ net interest collected or 8 percent of the exchanges from CPP) in 84 institutions under the funded capital commitments; 9) for loan CDCI. During fiscal year 2012, one CDCI prepayments to OFS; and 10) for distribution to institution, in which the OFS invested $7 million, equity partners. was closed by its regulator. The OFS does not anticipate recovery on this investment and therefore Each loan carries a financial covenant, the Asset the value of the shares is reflected at zero as of Coverage Ratio Test. The Asset Coverage Ratio Test September 30, 2012. generally requires the PPIF to maintain an Asset Coverage Ratio equal to or greater than 150 percent. In fiscal year 2012, OFS received $3 million in The Asset Coverage Ratio is a percentage obtained repayments and $11 million in dividends and by dividing total assets of the PPIF by the principal interest from its CDCI investments. In fiscal year amount of the loan and accrued and unpaid interest 2011, OFS received no repayments and $11 million on the loan. Failure to comply with the test could in dividends and interest; no CDCI institutions were require accelerated repayment of loan principal and closed. prohibit the PPIF from borrowing additional funds under the loan agreement. Public-Private Investment Program As a condition of its investment, the OFS also The PPIP is part of the OFS’ efforts to help restart received a warrant from each of the PPIFs entitling the financial securities market and provide liquidity the OFS to 2.5 percent of investment proceeds for legacy securities. Under this program, the OFS (excluding those from temporary investments) (as a limited partner) made equity investments in otherwise allocable to the non-OFS partners after and loans to nine investment vehicles (referred to as the PPIFs return of 100 percent of the non-OFS Public Private Investment Funds or “PPIFs”) partners’ capital contributions. Distributions established by private investment managers relating to the warrants generally occur upon the between September and December 2009. The OFS final distribution of each partnership. equity investments were used to match private capital and equal 49.9 percent of the total equity The PPIFs are allowed to purchase commercial and invested. Each PPIF elected to receive a loan non-agency residential mortgage-backed securities commitment equal to 100 percent of partnership (CMBS and RMBS, respectively) issued prior to equity. The loans bear interest at one month January 1, 2009, that were originally rated AAA or LIBOR, plus one percent, payable monthly. The an equivalent rating by two or more nationally maturity date of each loan is the earlier of 10 years recognized statistical rating organizations without or the termination of the PPIF. The loan can be external credit enhancement and that are secured prepaid without penalty. Each PPIF terminates directly by the actual mortgage loans, leases or other eight years from its commencement, if not assets (eligible assets) and not other securities. The previously terminated or extended with two 1-year PPIFs may invest in the aforementioned securities extensions, subject to approval of the OFS. The loan for a period of 3 years using proceeds from capital agreements also require cash flows from purchased contribution, loans and amounts generated by securities received by the PPIFs to be distributed in previously purchased investments (subject to the accordance with a priority of payments schedule requirements of the waterfall). The three-year (waterfall) designed to help protect the interests of investment periods for the remaining PPIFs end by secured parties. Security cash flows collected are December 2012. The PPIFs are also permitted to disbursed: 1) to pay administrative expenses; 2) to invest in certain temporary securities, including pay margin interest on permitted hedges; 3) to pay bank deposits, U.S. Treasury securities, and certain 71 NOTES TO THE FINANCIAL STATEMENTS AGENCY FINANCIAL REPORT l FISCAL YEAR 2012 money market mutual funds. At least 90 percent of the assets underlying any eligible asset must be As of September 30, 2011, OFS had equity situated in the United States. As of September 30, investments in eight PPIFs outstanding of $5.5 2012, the PPIFs’ portfolios were comprised of billion and loans outstanding of $10.4 billion for a approximately 74 percent RMBS and 26 percent total of $15.9 billion, valued at $18.4 billion. As of CMBS. As of September 30, 2011, they held September 30, 2012, and 2011, OFS had legal approximately 79 percent RMBS and 21 percent commitments to disburse up to $3.1 billion and $4.3 CMBS. billion, respectively, for additional investments and loans to remaining PPIFs. The PPIFs pay a management fee to the fund manager from the OFS’ share of investment Term Asset-Backed Securities Loan proceeds. During the Investment Period, the Facility management fee is equal to 0.2 percent per annum of the OFS’ capital commitment as of the last day of The Term Asset-Backed Securities Loan Facility the applicable quarter. Thereafter, the management (TALF) was created by the Federal Reserve Board fee is 0.2 percent per annum of the lesser of (a) the (FRB) to provide low cost funding to investors in OFS’ capital commitment as of the last day of the certain classes of Asset-Backed Securities (ABS). applicable quarter or (b) the OFS Interest Value as The OFS agreed to participate in the program by of the last day of the quarter. providing liquidity and credit protection to the FRB. During fiscal year 2012, OFS disbursed $245 million Under the TALF, the Federal Reserve Bank of New as equity investments and $803 million as loans to York (FRBNY), as implementer of the TALF PPIFs. During fiscal year 2011, OFS disbursed $1.1 program, originated loans on a non-recourse basis to billion as equity investments and $2.3 billion as purchasers of certain AAA rated ABS secured by loans to PPIFs. consumer and commercial loans and commercial mortgage backed securities (CMBS). The FRBNY During fiscal year 2012, the OFS received $124 ceased issuing new loans on June 30, 2010. million in interest on loans and $5.6 billion in loan principal repayments from the PPIFs and received As of September 30, 2012, approximately $1.5 billion $3.2 billion in equity distributions, of which $1.3 of loans due to the FRBNY remained outstanding. billion was recognized as investment income, $223 At September 30, 2011, approximately $11.3 billion million as proceeds in excess of cost and $1.7 billion of loans due to the FRBNY remained outstanding. as a reduction of the gross investment outstanding. One PPIF partnership fully repaid its investors, As part of the program, the FRBNY created the including OFS, in 2012. Another terminated its TALF, LLC, a special purpose vehicle that agreed to investment period and repaid all equity capital by purchase from the FRBNY any collateral it has September 30, 2012; it is expected to distribute seized due to borrower default. The TALF, LLC additional funds and cease operations by December would fund purchases from the accumulation of 2012. monthly fees paid by the FRBNY as compensation for the agreement. Only if the TALF, LLC had During fiscal year 2011, the OFS received $123 insufficient funds to purchase the collateral did the million in interest on loans and $868 million in loan OFS commit to invest up to $20.0 billion in non- principal repayments from the PPIFs and received recourse subordinated notes issued by the TALF, $735 million in equity distributions, of which $306 LLC. In July 2010, the OFS’ commitment was million was recognized as dividend income, $91 reduced to $4.3 billion. In June 2012, the OFS’ million of proceeds in excess of cost and $338 million commitment was reduced further, from $4.3 billion as a reduction of the gross investment outstanding. to $1.4 billion, in consultation with the FRBNY. As of September 30, 2012, OFS had equity The OFS disbursed $100 million upon creation of the investments in six PPIFs outstanding of $4.1 billion TALF, LLC and the remainder can be drawn to and loans outstanding of $5.7 billion for a total of purchase collateral in the event the fees are not $9.8 billion. These investments and loans were sufficient to cover purchases. The subordinated valued at $10.8 billion. notes bear interest at 1 Month LIBOR plus 3.0 NOTES TO THE FINANCIAL STATEMENTS 72 THE DEPARTMENT OF THE TREASURY | OFFICE OF FINANCIAL STABILITY percent and mature 10 years from the closing date, General Motors Company (New GM) and subject to extension. Any amounts needed in excess General Motors Corporation (Old GM) of the OFS commitment and the fees would be provided through a loan from the FRBNY. Upon In the period ended September 30, 2009, the OFS wind-down of the TALF, LLC (collateral defaults, provided $49.5 billion to General Motors reaches final maturity or is sold), available cash will Corporation (Old GM) through various loan be disbursed first to FRBNY and then to the OFS agreements including the initial loan for general and principal balances, secondly to FRBNY and then to working capital purposes and the final loan for the OFS interest balances and finally any remaining debtor in possession (DIP) financing while Old GM cash 10 percent to the FRBNY and 90 percent to the was in bankruptcy. The OFS assigned its rights in OFS. these various loans (with the exception of $986 million which remained in Old GM for wind down As of September 30, 2012 and 2011, no TALF loans purposes and $7.1 billion that would be assumed) were in default and consequently no collateral was and previously received common stock warrants to a purchased by the TALF, LLC. newly created entity, General Motors Company (New GM). New GM used the assigned loans and SBA 7(a) Securities Purchase Program warrants to credit bid for substantially all of the assets of Old GM in a sale pursuant to Section 363 of In March 2010, the OFS began the purchase of the Bankruptcy Code. During fiscal year 2009, upon securities backed by Small Business Administration closing of the Section 363 sale, the credit bid loans 7(a) loans (7(a) Securities) as part of the Unlocking and warrants were extinguished and the OFS Credit for Small Business Initiative. Under this received $2.1 billion in 9.0 percent cumulative program OFS purchased 7(a) Securities perpetual preferred stock and 60.8 percent of the collateralized with 7(a) loans (these loans are common equity in New GM. In addition, New GM guaranteed by the full faith and credit of the United assumed $7.1 billion of the DIP loan, simultaneously States Government) packaged on or after July 1, paying $361 million (return of warranty program 2008. In May 2011, OFS began selling its securities funds), resulting in a net balance of $6.7 billion. to investors. Sales were completed in January of The assets received by the OFS as a result of the 2012 and the program closed. assignment and Section 363 sale were considered recoveries of the original loans for subsidy cost The OFS invested a total of $367 million (excluding estimation purposes. During fiscal year 2010, the purchased accrued interest) and received $363 OFS received the remaining $6.7 billion as full million in principal payments and sales proceeds, as repayment of the DIP loan assumed. well as $13 million in interest on its securities over the course of the program. During fiscal year 2012, During fiscal year 2011, New GM repurchased its the OFS sold its remaining SBA securities and preferred stock for 102 percent of its liquidation received proceeds of $127 million, including interest. amount, $2.1 billion. As part of an initial public During fiscal year 2011, the OFS received $236 offering by New GM in fiscal year 2011, the OFS million in principal payments and $11 million in sold 412 million shares of its common stock for $13.5 interest on its securities. As of September 30, 2012, billion, at a price of $32.75 per share (net of fees). OFS held no investment in SBA 7(a) securities. As The sale resulted in net proceeds less than cost of of September 30, 2011, OFS held $128 million of $4.4 billion. During fiscal year 2012, OFS did not SBA 7(a) securities. sell any of its New GM common stock shares. Automotive Industry Financing Program At both September 30, 2012, and 2011, the OFS held 500 million shares of the common stock of New GM The Automotive Industry Financing Program (AIFP) that represented approximately 32 percent of the was designed to help prevent a significant common stock of New GM outstanding. Market disruption of the American automotive industry, value of the shares as of September 30, 2012 and which could have had a negative effect on the 2011 was $11.4 billion and $10.1 billion, economy of the United States. respectively. 73 NOTES TO THE FINANCIAL STATEMENTS AGENCY FINANCIAL REPORT l FISCAL YEAR 2012 On March 31, 2011, the Plan of Liquidation for Old GM became effective and OFS’ $986 million loan Under the terms of the bankruptcy agreement, the was converted to an administrative claim. OFS OFS committed to make a $7.1 billion loan to New retains the right to recover additional proceeds but Chrysler, consisting of $6.6 billion of new recoveries are dependent on actual liquidation commitments (of which $4.6 billion was funded) and proceeds and pending litigation. OFS recovered $26 $500 million of assumed debt from the general million in fiscal year 2012 and $111 million in fiscal purpose loan with Old Chrysler. The loan was year 2011 on the administrative claim. OFS does secured by a first priority lien on the assets of New not expect to recover any significant additional Chrysler. The OFS also obtained other proceeds from this claim. consideration including a 9.9 percent equity interest in New Chrysler and additional notes with principal GMAC LLC Rights Offering balances of $284 million and $100 million. Fiat SpA (the Italian automaker), the Canadian government In December 2008, the OFS agreed, in principal, to and the United Auto Workers (UAW) retiree lend up to $1.0 billion to Old GM for participation in healthcare trust were the other shareholders in New a rights offering by GMAC LLC (now known as Ally Chrysler. Financial, Inc.) in support of GMAC LLC’s reorganization as a bank holding company. The In May 2011, New Chrysler repaid the $5.1 billion in loan was secured by the GMAC LLC common loans outstanding ($4.6 billion in funded interest acquired in the rights offering. The loan commitments and $500 million assumed from Old was funded for $884 million. In May 2009, the OFS Chrysler), the additional notes totaling $384 million exercised its exchange option under the loan and and all interest due. New Chrysler’s ability to draw received 190,921 membership interests, the remaining $2.1 billion loan commitment was representing 35.4 percent of the voting interest at terminated. In July 2011, Fiat SpA paid the OFS the time, in GMAC LLC in full satisfaction of the $560 million for its remaining equity interest in New loan. As of September 30, 2012 and 2011, the OFS Chrysler and for OFS’ rights under an agreement continued to hold the ownership interests obtained with the UAW retiree healthcare trust pertaining to in this transaction (see further discussion of OFS’ the trust’s shares in New Chrysler. GMAC holdings under Ally Financial Inc. in this note). As a result of the fiscal year 2011 transactions, OFS had no remaining interest in New Chrysler as of Chrysler Group LLC (New Chrysler) and September 30, 2012 and 2011. Total net proceeds Chrysler Holding LLC (Old Chrysler) received relating to the 2011 transactions were $896 million less than OFS’ cost. OFS continues to hold a In the period ended September 30, 2009, the OFS right to receive proceeds from a bankruptcy invested $5.9 billion in Chrysler Holding LLC (Old liquidation trust but no significant cash flows are Chrysler), consisting of $4 billion for general and expected. OFS received $9 million and $8 million working capital purposes (the general purpose loan) from the liquidation trust during fiscal years 2012 and $1.9 billion for DIP financing while Old and 2011, respectively. Chrysler was in bankruptcy. Upon entering bankruptcy, a portion of Old Chrysler was sold to a Ally Financial Inc. (formerly known as newly created entity, Chrysler Group LLC (New GMAC) Chrysler). Under the terms of the bankruptcy agreement, $500 million of the general purpose loan The OFS invested a total of $16.3 billion in GMAC was assumed by New Chrysler. In fiscal year 2010, between December 2008 and December 2009, to help the OFS received $1.9 billion on the general purpose support its ability to originate new loans to GM and loan and wrote off the remaining $1.6 billion. Chrysler dealers and consumers and to help address Recovery of the $1.9 billion DIP loan was subject to GMAC’s capital needs. In May, 2010, GMAC the liquidation of collateral remaining with Old changed its corporate name to Ally Financial, Inc. Chrysler. In fiscal year 2010, as part of a (Ally). As a result of original investments, liquidation plan, OFS’ DIP loan to Old Chrysler was exchanges, conversions and warrant exercises, at extinguished, and OFS retained a right to receive September 30, 2010, the OFS held 450,121 shares of proceeds from a liquidation trust. Ally common stock (representing 56.3 percent of the NOTES TO THE FINANCIAL STATEMENTS 74 THE DEPARTMENT OF THE TREASURY | OFFICE OF FINANCIAL STABILITY company’s outstanding common stock including percent ownership of Ally common stock by the OFS. ownership interests from the GMAC LLC Rights In fiscal year 2012, the OFS received $534 million in Offering previously discussed), 2.7 million shares of dividends from Ally. In fiscal year 2011, the OFS 8 percent cumulative Trust Preferred Securities received $839 million in dividends. (TruPS) with a $1,000 per share liquidation preference and 229 million shares of Ally’s Series F- American International Group, Inc. (AIG) 2 Mandatorily Convertible Preferred Securities. The Investment Program Series F-2, with a $50 per share liquidation preference and a stated dividend rate of 9 percent, is The OFS provided assistance to systemically convertible into Ally common stock at Ally’s option, significant financial institutions on a case by case subject to the approval of the Federal Reserve and basis in order to help provide stability to institutions consent by the OFS or pursuant to an order by the that were deemed critical to a functioning financial Federal Reserve compelling such conversion. The system and were at substantial risk of failure as Series F-2 security is also convertible at the option well as to help prevent broader disruption to of the OFS upon certain specified corporate events. financial markets. OFS invested in one institution, Absent an optional conversion, any Series F-2 AIG, under the program. remaining will automatically convert to common stock after 7 years from the issuance date. The In November 2008, the OFS invested $40.0 billion in applicable conversion rate is the greater of the (i) AIG in the form of Series D 10 percent cumulative initial conversion rate (0.00432) or (ii) adjusted perpetual preferred stock (the “Series D” preferred conversion rate (i.e., the liquidation amount per stock) The OFS also received a warrant for the share of the Series F-2 divided by the weighted purchase of 54 million shares (adjusted to 2.7 average price at which the shares of common equity million shares after a 20:1 reverse stock split) of AIG securities were sold or the price implied by the common stock. On April 17, 2009, AIG and the OFS conversion of securities into common equity restructured their November 2008 agreement. securities, subject to antidilution provisions). Under the restructuring, the OFS exchanged $40.0 billion of Series D preferred stock for $41.6 billion of In December 2010, 110 million shares of the Series AIG Series E 10 percent non-cumulative perpetual F-2 preferred were converted into 531,850 shares of preferred stock (the “Series E” preferred stock). Ally common stock, resulting in the OFS holdings of Additionally, the OFS agreed to make available to Series F-2 preferred decreasing to 119 million AIG a $29.8 billion equity capital facility from which shares, and OFS holdings in common stock of Ally AIG could draw funds, if needed, to assist in its increasing to 981,971 shares, representing 73.8 restructuring. Under the equity capital facility, the percent of Ally’s outstanding common stock. OFS received AIG Series F 10 percent non- cumulative perpetual preferred stock with no initial During fiscal year 2011, the agreement between Ally liquidation preference (the “Series F” preferred and OFS regarding its TruPS was amended to stock) and a warrant for the purchase of 3,000 facilitate OFS’ sale of its TruPS in the open market. shares (adjusted to 150 shares after a 20:1 reverse Because this amendment to agreement terms was stock split of AIG common stock). not considered in the formulation subsidy cost estimate for the AIFP program, the OFS recorded a The Series F liquidation preference increased with modification resulting in a subsidy cost reduction of any draw down by AIG on the facility, and the $174 million. In March 2011, the OFS sold its dividend rate applicable to these shares was payable TruPS for $2.7 billion, resulting in proceeds in quarterly, if declared, on the outstanding liquidation excess of cost of $127 million. preference. In fiscal year 2011, AIG drew $20.3 billion from the capital facility, for a cumulative As of September 30, 2012 and 2011, the OFS held total of $27.8 billion drawn. 981,971 shares of common stock (73.8 percent of Ally’s outstanding common stock) and 119 million On September 30, 2010, the Treasury, FRBNY and shares of the Series F-2 preferred securities. The AIG announced plans for a restructuring of the Series F-2 are convertible into at least 513,000 Federal Government’s investments in AIG. The shares of common stock, which, if combined with the restructuring, which occurred January 14, 2011, common stock currently owned, would represent 81 converted OFS’ $27.8 billion investment in Series F 75 NOTES TO THE FINANCIAL STATEMENTS AGENCY FINANCIAL REPORT l FISCAL YEAR 2012 preferred stock into $20.3 billion of interests in two In fiscal year 2012, OFS received $9.6 billion in AIG SPVs subsidiaries (the “AIG SPVs”) and 168 distributions from the AIG SPVs, paying off the million shares of AIG common stock. The remaining investment balance of $9.1 billion, recording $2.0 billion of undrawn Series F capital facility proceeds in excess of cost of $127 million, and shares were exchanged for 20,000 shares of a new collecting $395 million of investment income Series G Cumulative Mandatory Convertible (including $204 million capitalized and recognized Preferred Stock (the “Series G” preferred stock) as income in fiscal year 2011). OFS also sold 806 equity capital facility under which AIG had the right million shares of common stock for $25.2 billion. to draw up to $2 billion. OFS’ $41.6 billion of Series These proceeds were less than OFS’ cost by $9.9 E preferred stock was converted into 925 million billion. shares of AIG common stock.  On May 27, 2011, pursuant to agreement between the OFS and AIG, In fiscal year 2011, OFS received $11.5 billion in and as a result of AIG’s primary public offering of its distributions from the AIG SPVs, reduced its common stock, the Series G equity capital facility, outstanding balance relating to the AIG SPVs by which was undrawn, was canceled. $11.2 billion and received investment income of $246 million. OFS also capitalized investment income of According to the terms of the preferred stock, OFS $204 million. Additionally, OFS received fees of had the right to appoint members to the AIG board $165 million from AIG. In May 2011, OFS sold 132 of directors if AIG missed four scheduled dividend million shares of its AIG common stock for $3.8 payments. As a result of the nonpayment of billion. These proceeds were less than OFS’ cost by dividends, in April 2010, OFS named two directors $1.9 billion. to the AIG board, increasing the total size from ten directors to twelve directors. In 2012, one of the two At September 30, 2012, the OFS owned 154 million OFS-appointed directors resigned from the AIG shares of AIG common stock, approximately 10.5 board, and as of September 30, 2012, the AIG board percent of AIG’s common stock equity. 20 Market consists of eleven total directors. Additionally, until value of the common stock shares was $5.1 billion. Treasury’s overall ownership falls below 5 percent, OFS retains the right to have observers at board At September 30, 2011, the OFS owned 960 million meetings. All directors are subject to election shares of AIG common stock, approximately 50.8 annually by a majority shareholder vote at the percent of AIG’s common stock equity. 21 Market Company’s annual meeting. value of the common stock shares was $21.1 billion. OFS also owned preferred units in an AIG SPV with an outstanding balance of $9.3 billion, including capitalized investment income. Additionally, the AIG Credit Facility Trust between the 19 Federal Reserve Bank of New York and AIG was terminated and the Department of the Treasury separately, not the OFS, received 20 The Department of the Treasury, not OFS, owned 80 million 563 million shares of AIG common stock as part of the shares of AIG common stock, approximately 5.4 percent of AIG’s restructuring transaction. At the completion of the restructuring per the agreement, the Department of the Treasury, including common stock equity, at September 30, 2012. OFS, held 92.1 percent of AIG’s common stock. See the Agency The Department of the Treasury, not OFS, owned 495 million 21 Financial Report for the Department of the Treasury for its separate presentation and valuation of its shares of AIG common shares of AIG common stock, approximately 26.1 percent of AIG’s stock. common stock equity, at September 30, 2011. NOTES TO THE FINANCIAL STATEMENTS 76 THE DEPARTMENT OF THE TREASURY | OFFICE OF FINANCIAL STABILITY Subsidy Cost and Reestimates repayments, which reduced the remaining investment by about one-half, in fiscal year 2012. The recorded subsidy cost of a direct loan, equity investment or other credit program is based upon The downward reestimate for CPP of $816 million the calculated net present value of expected future for the year ended September 30, 2011, was the net cash flows. The OFS’ actions, as well as changes in result of receipts significantly greater than cost on legislation that change these estimated future cash the sale of Citigroup common stock offset by a flows change subsidy cost, and are recorded as decline in the estimated market values of the modifications. The cost or reduction in cost of a remaining outstanding investments due to market modification is recognized when it occurs. conditions at September 30, 2011. During fiscal year 2012, a modification occurred in TIP the CPP, increasing subsidy cost by $973 million. During fiscal year 2011, modifications occurred in The TIP program was closed in fiscal year 2011, the AIFP (see Ally Financial Inc.) and CPP, reducing with a final downward reestimate of $192 million, subsidy cost by $1.2 billion. primarily due to a better than projected return on warrant sales. OFS received cumulative receipts of The purpose of reestimates is to update original $4.4 billion on total investments of $40.0 billion. program subsidy cost estimates to reflect actual cash flow experience as well as changes in equity CDCI investment valuations or forecasts of future cash flows. Forecasts of future cash flows are updated The CDCI program continued to reflect improved based on actual program performance to date, investment performance, resulting in a $30 million additional information about the portfolio, downward reestimate for the year ended September additional publicly available relevant historical 30, 2012. market data on securities performance, revised expectations for future economic conditions, and The CDCI program reported improved investment enhancements to cash flow projection methods. performance, resulting in a $99 million downward reestimate, for the year ended September 30, 2011. For 2012 and 2011, financial statement reestimates for all programs were performed using actual PPIP financial transaction data through September 30. For 2012, a mix of market and security specific data The $240 million upward reestimate for the PPIP for publicly available as of August 31 and September the year ended September 30, 2012, was due 30, 2012, was used for all programs. For 2011, a mix primarily to accelerated repayments and changes in of market and security specific data publicly projected performance of the PPIP portfolio. available as of August 31 and September 30, 2011, was used for all programs, with the exception of security specific data as of June 30, 2011 that was The $1.8 billion downward reestimate for the PPIP used for TALF and PPIP. for the year ended September 30, 2011, was due primarily to a decline in market risk projections, Net downward reestimates for the fiscal years ended program repayments, and changes in projected September 30, 2012 and 2011, totaled $11.9 billion performance of the PPIP portfolio. and $11.6 billion, respectively. Descriptions of the reestimates, by OFS Program, are as follows: TALF CPP The investments in the TALF continued to experience improved market conditions and The $2.9 billion downward reestimate for CPP for accelerated repayments, resulting in a $96 million the year ended September 30, 2012 was the result of downward reestimate for the year ended September improved market values of the outstanding 30, 2012. investments and the effect of receiving $8.2 billion in 77 NOTES TO THE FINANCIAL STATEMENTS AGENCY FINANCIAL REPORT l FISCAL YEAR 2012 In fiscal year 2011, the TALF program showed improved market conditions, resulting in a $105 155 million shares at the September 30, 2012 price million downward reestimate. of $32.79 per share. SBA 7(a) The $18.5 billion downward reestimate for the year ended September 30, 2011 for the AIG Investment The SBA 7(a) Securities Purchase Program was Program was due primarily to subsidy cost closed in fiscal year 2012, with a $1 million estimates recorded for $20.3 billion of new downward closing reestimate. disbursements during the fiscal year. Under budget rules, the subsidy cost estimate for these new The program reported a $6 million downward disbursements was determined based upon subsidy reestimate for fiscal year 2011, due to improved rates formulated in April 2009, the period in which investment performance. OFS originally agreed to make the funding available to AIG. At that time, OFS calculated a subsidy rate of 98.98 percent, which resulted in an estimated AIFP subsidy cost of $20.1 billion associated with the $20.3 billion disbursed in fiscal year 2011. OFS The $230 million upward reestimate for the year calculated a $16.7 billion downward reestimate ended September 30, 2012, was due to a decline of relating to these fiscal year 2011 disbursements that $1.6 billion in the value of the Ally investment, reflects improvements in AIG’s financial condition partially offset by an increase in the common stock since the original subsidy rate was formulated. The market price of New GM, from $20.18 per share at remainder of the downward reestimate was due to September 30, 2011 to $22.75 per share at the restructuring of the AIG investment to common September 30, 2012. stock offset by AIG’s financial condition at September 30, 2011. At year end, the subsidy The $9.9 billion in upward reestimate for the AIFP allowance represented about 41 percent of the gross for the year ended September 30, 2011, was due to a outstanding AIG Investment Program balance. decline of over $7.0 billion due to changes in the common stock price of New GM since its IPO and a Summary Tables decline in the estimated value of Ally investments due to market conditions. The following detailed tables provide the net composition, subsidy cost, modifications and AIG Investment Program reestimates and a reconciliation of the subsidy cost allowance for each TARP Direct Loan or Equity The $9.2 billion downward reestimate for the year Investment Program for the years ended September ended September 30, 2012 was due primarily to 30, 2012 and 2011. Other Credit Program narrative sales of 806 million shares of common stock at prices and detailed tables follow these summary tables. higher than the September 30, 2011 price of $21.95 per share and the effect of valuing the remaining NOTES TO THE FINANCIAL STATEMENTS 78 THE DEPARTMENT OF THE TREASURY | OFFICE OF FINANCIAL STABILITY Troubled Asset Relief Program Loans and Equity Investments CDCI-TALF- (Dollars in Millions) TOTAL CPP PPIP AIFP AIG SBA As of September 30, 2012 Direct Loans and Equity Investment Programs: Direct Loans and Equity Investments Outstanding, Gross $ 63,073 $ 8,664 $ 9,763 $ 37,252 $ 6,727 $ 667 Subsidy Cost Allowance (22,842) (2,930) 1,015 (19,706) (1,658) 437 Direct Loans and Equity Investments Outstanding, Net $ 40,231 $ 5,734 $ 10,778 $ 17,546 $ 5,069 $ 1,104 New Loans or Investments Disbursed $ 1,048 $ - $ 1,048 $ - $ - $ - Obligations for Loans and Investments not yet Disbursed $ 4,358 $ - $ 3,058 $ - $ - $ 1,300 Reconciliation of Subsidy Cost Allowance: Balance, Beginning of Period $ 42,301 $ 4,857 $ (2,434) $ 19,440 $ 20,717 $ (279) Subsidy Cost (Income) for Disbursements and Modifications 942 973 (31) - - - Dividend and Interest Income 2,733 572 1,426 534 191 10 Net Proceeds from Sales and Repurchases of Assets in Excess of (Less than) Cost (9,788) (285) 223 9 (9,735) - Net Interest Income (Expense) on Borrowings from BPD and Financing Account Balance (1,626) (290) (439) (507) (349) (41) Balance, End of Period, Before Reestimates 34,562 5,827 (1,255) 19,476 10,824 (310) Subsidy Reestimates - Upward (Downward) (11,720) (2,897) 240 230 (9,166) (127) Balance, End of Period $ 22,842 $ 2,930 $ (1,015) $ 19,706 $ 1,658 $ (437) Reconciliation of Subsidy Cost (Income): Subsidy Cost (Income) for Disbursements $ (31) $ - $ (31) $ - $ - $ - Subsidy Cost (Income) for Modifications 973 973 - - - - Subsidy Reestimates - Upward (Downward) (11,720) (2,897) 240 230 (9,166) (127) Total Direct Loan and Equity Investment Programs Subsidy Cost (Income) $ (10,778) $ (1,924) $ 209 $ 230 $ (9,166) $ (127) Note: There are no budget execution subsidy rates for FY 2012; the OFS authority expired October 3, 2010 with no additional commitments made after September 30, 2010. CDCI-TALF- (Dollars in Millions) TOTAL CPP PPIP AIFP AIG SBA-TIP As of September 30, 2011 Direct Loans and Equity Investment Programs: Direct Loans and Equity Investments Outstanding, Gross $ 122,405 $ 17,299 $ 15,943 $ 37,278 $ 51,087 $ 798 Subsidy Cost Allowance (42,301) (4,857) 2,434 (19,440) (20,717) 279 Direct Loans and Equity Investments Outstanding, Net $ 80,104 $ 12,442 $ 18,377 $ 17,838 $ 30,370 $ 1,077 New Loans or Investments Disbursed $ 23,839 $ - $ 3,421 $ - $ 20,292 $ 126 Obligations for Loans and Investments not yet Disbursed $ 8,479 $ - $ 4,279 $ - $ - $ 4,200 Reconciliation of Subsidy Cost Allowance: Balance, Beginning of Period $ 36,745 $ 1,546 $ (676) $ 14,529 $ 21,405 $ (59) Subsidy Cost (Income) for Disbursements and Modifications 18,887 (1,010) (15) (174) 20,085 1 Dividend and Interest Income 3,461 1,283 428 1,280 450 20 Fee Income 165 - - - 165 - Net Proceeds from Sales and Repurchases of Assets in Excess of (Less than) Cost (2,262) 4,540 91 (5,165) (1,918) 190 Net Interest Income (Expense) on Borrowings from BPD and Financing Account Balance (3,016) (686) (418) (945) (938) (29) Balance, End of Period, Before Reestimates 53,980 5,673 (590) 9,525 39,249 123 Subsidy Reestimates - Upward (Downward) (11,679) (816) (1,844) 9,915 (18,532) (402) Balance, End of Period $ 42,301 $ 4,857 $ (2,434) $ 19,440 $ 20,717 $ (279) Reconciliation of Subsidy Cost (Income): Subsidy Cost (Income) for Disbursements $ 20,071 $ - $ (15) $ - $ 20,085 $ 1 Subsidy Cost (Income) for Modifications (1,184) (1,010) - (174) - - Subsidy Reestimates - Upward (Downward) (11,679) (816) (1,844) 9,915 (18,532) (402) Total Direct Loan and Equity Investment Programs Subsidy Cost (Income) $ 7,208 $ (1,826) $ (1,859) $ 9,741 $ 1,553 $ (401) Note: There are no budget execution subsidy rates for FY 2011; the OFS authority expired October 3, 2010 with no additional commitments made after September 30, 2010. 79 NOTES TO THE FINANCIAL STATEMENTS AGENCY FINANCIAL REPORT l FISCAL YEAR 2012 Other Credit Programs had also invested in Citigroup through CPP and the Asset Guarantee Program TIP. In December 2009, the USG Parties and Citigroup The Asset Guarantee Program (AGP) provided agreed to terminate the guarantee agreement. guarantees for assets held by systemically Under the terms of the termination agreement significant financial institutions that faced a risk of Citigroup cancelled $1.8 billion of the preferred losing market confidence due in large part to a stock previously issued to OFS. In addition, the portfolio of distressed or illiquid assets. FDIC agreed to transfer to the OFS $800 million of their Trust Preferred Securities (TruPS) plus Section 102 of the EESA required the Secretary to dividends by December 31, 2012. The amount OFS establish the AGP to guarantee troubled assets will receive would be reduced by any losses FDIC originated or issued prior to March 14, 2008, incurs on its Citigroup guaranteed debt. The including mortgage-backed securities, and additional preferred shares from the FDIC were established the Troubled Assets Insurance included in the subsidy calculation for AGP, based Financing Fund (TAIFF). The OFS completed its on the net present value of expected future cash only transaction under the AGP in January 2009, inflows. when it finalized the terms of a guarantee agreement with Citigroup. Under the agreement, In fiscal year 2011, the OFS sold its TruPS for $2.2 the OFS, the Federal Deposit Insurance Corporation billion and sold additional warrants for $67 million, (FDIC), and the FRBNY (collectively the USG leaving only the $800.0 million of TruPS-related Parties) provided protection against the possibility receivable from the FDIC valued at $967 million on of large losses on an asset pool of approximately the OFS Balance Sheet at September 30, 2012. This $301.0 billion of loans and securities backed by receivable was valued at $739 million as of residential and commercial real estate and other September 30, 2011. such assets, which remained on Citigroup’s balance sheet. The OFS’ guarantee was limited to $5.0 For fiscal year 2012, the AGP program recorded a billion. $207 million downward reestimate, due to revised expectations about the timing of receipt of dividends, As a premium for the guarantee, Citigroup issued interest on the dividends and the TruPS from the $7.0 billion of cumulative perpetual preferred stock FDIC. OFS expects to receive a cash transfer of (subsequently converted to Trust Preferred dividends and interest, along with the TruPS Securities with similar terms) with an 8 percent certificates from the FDIC, as scheduled, on stated dividend rate and a warrant for the purchase December 31, 2012. For fiscal year 2011, the of common stock; $4.0 billion and the warrant were program recorded an upward reestimate of $30 issued to the OFS, and $3.0 billion was issued to the million due to a decline in market conditions. FDIC. The OFS received $15 million in dividends on the preferred stock during fiscal year 2011. These The following table details the changes in the dividends were deposited into the TAIFF. The OFS receivable account and the AGP subsidy cost during fiscal years 2012 and 2011: NOTES TO THE FINANCIAL STATEMENTS 80 THE DEPARTMENT OF THE TREASURY | OFFICE OF FINANCIAL STABILITY Reconciliation of Asset Guarantee Program Receivable: Fiscal Year (Dollars in Millions) 2012 2011 Balance, Beginning of Period $ 739 $ 3,055 Dividend Revenue - (15) Proceeds from Sales in Excess of Cost - (2,301) Net Interest Expense on Borrowings from BPD and Financing Account Balance 21 30 Balance, End of Period, Before Reestimates 760 769 Subsidy Reestimates - (Upward) Downward 207 (30) Balance, End of Period $ 967 $ 739 Reconciliation of Subsidy Cost (Income): Subsidy Reestimates - Upward (Downward) $ (207) $ 30 Total Subsidy Cost (Income) $ (207) $ 30 FHA-Refinance Program guarantee resulted in a liability of $7 million at The OFS has entered into a loss-sharing agreement September 30, 2012 and a liability of $1 million at with the FHA to support a program in which FHA September 30, 2011. The liability was calculated, guarantees refinancing of borrowers whose homes using credit reform accounting, as the present value were worth less than the remaining amounts owed of the estimated future cash outflows for the OFS’ under their mortgage loans. In fiscal year 2011, the share of losses incurred on any defaults of the OFS established a $50 million account, held by a disbursed loans. As of September 30, 2012, no commercial bank, serving as its agent, from which claims have been paid under the program. any required reimbursements for losses will be paid to third party claimants, including banks or other Budget subsidy rates for the program, entirely for investors. defaults, excluding modifications and reestimates, were set at 4.0 percent and 1.26 percent for loans During fiscal year 2012, $234 million of loans were guaranteed in fiscal years 2012 and 2011, disbursed by the FHA. As of September 30, 2012, respectively. 1,774 loans that FHA had guaranteed, with a total value of $307 million, had been refinanced under the The program recorded a $3 million downward program. During fiscal year 2011, $73 million of reestimate for the year ended September 30, 2012, loans were guaranteed by the FHA. As of due to a reduction in market risks and lower than September 30, 2011, 334 loans that FHA had projected defaults. guaranteed, with a total value of $73 million, had been refinanced. OFS’ maximum exposure related The following table details the changes in the FHA- to FHA’s guarantee totaled $41 million and $6 Refinance Program Liability and the Subsidy Cost million at September 30, 2012 and 2011, for the program during fiscal years 2012 and 2011: respectively. OFS’ Reconciliation of FHA- Refinance Program Liability Fiscal Year (Dollars in Millions) 2012 2011 Balance, Beginning of Period $ 1 $ - Subsidy Cost for Guarantees (Defaults) 9 1 Balance, End of Period, Before Reestimates 10 1 Subsidy Reestimates - Upward (Downward) (3) - Balance, End of Period $ 7 $ 1 Reconciliation of Subsidy Cost (Income) Subsidy Cost for Guarantees (Defaults) $ 9 $ 1 Subsidy Reestimates - Upward (Downward) (3) - Total Subsidy Cost (Income) $ 6 $ 1 81 NOTES TO THE FINANCIAL STATEMENTS AGENCY FINANCIAL REPORT l FISCAL YEAR 2012 NOTE 7. DUE TO THE GENERAL FUND As of September 30, 2012, the OFS accrued $9.7 accrued $4.6 billion of downward reestimates billion of downward reestimates payable to the payable to the General Fund. Due to the General General Fund. As of September 30, 2011, the OFS Fund is a Non-Entity liability on the Balance Sheet. NOTE 8. PRINCIPAL PAYABLE TO THE BUREAU OF THE PUBLIC DEBT (BPD) Equity investments, direct loans and other credit repayments to the BPD based on the analysis of its programs accounted for under federal credit reform cash balances and future disbursement needs. All are funded by subsidy appropriations and debt is intragovernmental and covered by budgetary borrowings from the BPD. The OFS also borrows resources. See additional details on borrowing funds to pay the Treasury General Fund for authority in Note 11, Statement of Budgetary negative program subsidy costs and downward Resources. reestimates (these reduce program subsidy cost) in advance of receiving the expected cash flows that Debt transactions for the fiscal years ended cause the negative program subsidy or downward September 30, 2012 and 2011, were as follows: reestimate. The OFS makes periodic principal As of September 30, (Dollars in Millions) 2012 2011 Beginning Balance, Principal Payable to the BPD $ 129,497 $ 140,404 New Borrowings 2,658 35,974 Repayments (79,327) (46,881) Ending Balance, Principal Payable to the BPD $ 52,828 $ 129,497 Borrowings from the BPD by TARP program, outstanding as of September 30, 2012 and 2011, were as follows: As of September 30, (Dollars in Millions) 2012 2011 Capital Purchase Program $ 5,150 $ 19,003 CDCI, TALF and SBA 7(a) 1,020 1,165 Public-Private Investment Program 16,317 23,792 Automotive Industry Financing Program 17,845 32,419 American International Group, Inc. Investment Program 11,736 52,285 Asset Guarantee Program 760 833 Total Borrowings Outstanding $ 52,828 $ 129,497 As of September 30, 2012, borrowings carried September 30, 2011, borrowings carried remaining remaining terms ranging from 2 to 29 years, with terms ranging from 3 to 30 years, with interest rates interest rates from 1.0 percent to 4.4 percent. As of from 1.0 percent to 4.7 percent. NOTES TO THE FINANCIAL STATEMENTS 82 THE DEPARTMENT OF THE TREASURY | OFFICE OF FINANCIAL STABILITY NOTE 9. COMMITMENTS AND CONTINGENCIES The OFS is party to various legal actions and claims contingencies that would be considered probable or brought by or against it. In the opinion of reasonably possible for these cases; therefore, no management and the Chief Counsel, the ultimate liability was established. Refer to Note 5 for resolution of these legal actions and claims will not additional commitments relating to the TARP’s have a material effect on the OFS financial Housing Programs and Note 6 relating to Direct statements. The OFS has not incurred any loss Loan and Equity Investment Programs. NOTE 10. STATEMENT OF NET COST The Statement of Net Cost (SNC) presents the net billion of intragovernmental costs relating to cost of (income from) operations for the OFS under interest expense on borrowings from the BPD and the strategic goal of ensuring the overall stability $781 million in intragovernmental revenues relating and liquidity of the financial system, preventing to interest income on financing account balances. avoidable foreclosures and preserving homeownership. The OFS has determined that all Subsidy allowance amortization on the SNC is the initiatives and programs under the TARP fall within difference between interest income on financing this strategic goal. fund account balances, dividends and interest income on direct loans, equity investments and other The OFS SNC reports the annual accumulated full credit programs from TARP participants, and cost of the TARP’s output, including both direct and interest expense on borrowings from the BPD. indirect costs of the program services and output Credit reform accounting requires that only subsidy identifiable to TARP, in accordance with SFFAS No. cost, not the net of other costs (interest expense and 4, Managerial Cost Accounting Concepts and dividend and interest income), be reflected in the Standards. SNC. The subsidy allowance account is used to present the loan or equity investment at the The OFS SNC for fiscal year 2012 includes $2.3 estimated net present value of future cash flows. billion of intragovernmental costs relating to The OFS SNC includes $1.1 billion and $430 million interest expense on borrowings from the BPD and of subsidy allowance amortization for fiscal years $605 million in intragovernmental revenues relating 2012 and 2011, respectively. to interest income on financing account balances. The OFS SNC for fiscal year 2011 includes $3.8 NOTE 11. STATEMENT OF BUDGETARY RESOURCES The Statement of Budgetary Resources (SBR) resources in non-budgetary financing accounts were presents information about total budgetary $86.5 billion. resources available to the OFS and the status of those resources. For the year ended September 30, Permanent Indefinite Appropriations 2012, the OFS’ total resources in budgetary accounts were $41.9 billion and resources in non-budgetary The OFS receives permanent indefinite financing accounts, including borrowing authority appropriations annually, if necessary, to fund and spending authority from collections of loan increases in the projected subsidy costs of direct principal, liquidation of equity investments, interest, loans, equity investment and other credit programs dividends and fees were $25.9 billion. For the year as determined by the reestimation process required ended September 30, 2011, the OFS’ total resources by the FCRA. in budgetary accounts were $16.4 billion and 83 NOTES TO THE FINANCIAL STATEMENTS AGENCY FINANCIAL REPORT l FISCAL YEAR 2012 Additionally, Section 118 of the EESA states that Undelivered Orders the Secretary may issue public debt securities and use the resulting funds to carry out the Act and that Undelivered orders as of September 30, 2012 were any such funds expended or obligated by the $40.2 billion in budgetary accounts and $5.9 billion Secretary for actions authorized by this Act, in non-budgetary financing accounts. Undelivered including the payment of administrative expenses, orders as of September 30, 2011 were $43.4 billion in shall be deemed appropriated at the time of such budgetary accounts and $13.2 billion in non- expenditure or obligation. budgetary financing accounts. Borrowing Authority Explanation of Differences Between The OFS is authorized to borrow from the BPD the Statement of Budgetary whenever funds needed to disburse direct loans and Resources and the Budget of the equity investments, and to enter into asset guarantee and loss-sharing arrangements, exceed United States Government subsidy costs and collections in the non-budgetary financing accounts. For the year ended September Federal agencies and entities are required to explain 30, 2012, the OFS had borrowing authority available material differences between amounts reported in of $2.6 billion. For the year ended September 30, the SBR and the actual amounts reported in the 2011, the OFS had borrowing authority available of Budget of the U. S. Government (the President’s $8.4 billion. Budget). The OFS uses dividends and interest received as The President’s Budget for 2014, with the “Actual” well as principal repayments on direct loans and column completed for fiscal year 2012, has not yet liquidation of equity investments to repay debt in been published as of the date of these financial the non-budgetary direct loan, equity investment statements. The President’s Budget is currently and other credit program financing accounts. These expected to be published and delivered to Congress receipts are not available for any other use per in early February 2013. It will be available from the credit reform accounting guidance. Government Printing Office. The 2013 President’s Budget, with the “Actual” Apportionment Categories of column completed for the year ended September 30, Obligations Incurred: Direct versus 2011, was published in February 2012, and Reimbursable Obligations reconciled to the SBR. The only differences between the two documents were due to: • Rounding; All of the OFS apportionments are Direct and are • Expired funds that are not shown in the Category B. Category B apportionments typically Actual column of the President’s Budget; distribute budgetary resources on a basis other than and calendar quarters, such as by activities, projects, • A $32 million downward modification shown objects or a combination of these categories. The as an outlay and as a corresponding OFS obligations incurred are direct obligations distributed offsetting receipt in the SBR in (obligations not financed from intragovernmental 2011 that was included in the President’s reimbursable agreements). Budget in fiscal year 2010. NOTES TO THE FINANCIAL STATEMENTS 84 THE DEPARTMENT OF THE TREASURY | OFFICE OF FINANCIAL STABILITY NOTE 12. RECONCILIATION OF OBLIGATIONS INCURRED TO NET COST OF (INCOME FROM) OPERATIONS The OFS presents the SNC using the accrual basis between the two, and illustrates that the OFS of accounting. This differs from the obligation-based maintains reconcilable consistency between the two measurement of total resources supplied, both types of reporting. budgetary and from other sources, on the SBR. The reconciliation of obligations incurred to net cost of The Reconciliation of Obligations Incurred to Net operations shown below categorizes the differences Cost of (Income from) Operations for the fiscal years ended September 30, 2012 and 2011 is as follows: (Dollars in Millions) 2012 2011 Resources Used to Finance Activities: Budgetary Resources Obligated Obligations Incurred $ 35,803 $ 67,646 Actual Offsetting Collections and Recoveries (87,383) (91,708) Offsetting Receipts (6,063) (61,832) Net Obligations (57,643) (85,894) Other Resources 1 1 Total Resources Used to Finance Activities (57,642) (85,893) Resources Used to Finance Items Not Part of Net Cost of (Income from) Operations: Net Obligations in Direct Loan, Equity Investment and Asset Guarantee Financing Funds 78,988 23,249 Change in Resources Obligated for Goods, Services and Benefits Ordered but not yet Provided 3,157 25,330 Resources that Fund the Acquisition of Assets - (50) Resources that Fund Prior Period Expenses and Reestimates (23,294) 23,562 Total Resources Used to Finance Items Not Part of Net Cost of (Income from) Operations 58,851 72,091 Total Resources Used to Finance the Net Cost of (Income from) Operations 1,209 (13,802) Components of Net Cost of (Income from) Operations that Will Not Require or Generate Resources in the Current Period: Accrued Net Upward (Downward) Reestimates at Year-End (8,958) 23,293 Other 1 6 Total Components of Net Cost of (Income from) Operations that Will Not Require or Generate Resources in the Current Period (8,957) 23,299 Net Cost of (Income from) Operations $ (7,748) $ 9,497 85 NOTES TO THE FINANCIAL STATEMENTS AGENCY FINANCIAL REPORT l FISCAL YEAR 2012 Required Supplementary Information OFFICE OF FINANCIAL STABILITY (TROUBLED ASSET RELIEF PROGRAM) REQUIRED SUPPLEMENTARY INFORMATION COMBINED STATEMENT OF BUDGETARY RESOURCES For the Year Ended September 30, 2012 (Unaudited) 2012 Combined TARP Programs TARP Administrative Nonbudgetary Nonbudgetary Nonbudgetary Budgetary Financing Budgetary Financing Budgetary Financing Dollars in Millions Accounts Accounts Accounts Accounts Accounts Accounts BUDGETARY RESOURCES Unobligated Balances Brought Forward $ 14,166 $ 21,143 $ 13,967 $ 21,143 $ 199 $ - Recoveries of Prior Year Unpaid Obligations 146 6,114 104 6,114 42 - Borrowing Authority Withdrawn - (5,832) - (5,832) - - Actual Repayment of Debt, Prior-Year Balances - (19,900) - (19,900) - - Unobligated Balance from Prior Year Budget Authority, Net 14,312 1,525 14,071 1,525 241 - Appropriations 27,593 - 27,270 - 323 - Borrowing Authority - 2,659 - 2,659 - - Spending Authority from Offsetting Collections - 21,695 - 21,695 - - TOTAL BUDGETARY RESOURCES (Note 11) $ 41,905 $ 25,879 $ 41,341 $ 25,879 $ 564 $ - STATUS OF BUDGETARY RESOURCES Obligations Incurred $ 27,555 $ 8,248 $ 27,270 $ 8,248 $ 285 $ - Unobligated Balance: Apportioned 41 3,946 - 3,946 41 - Unapportioned 14,309 13,685 14,071 13,685 238 - Total Unobligated Balance 14,350 17,631 14,071 17,631 279 - TOTAL STATUS OF BUDGETARY RESOURCES $ 41,905 $ 25,879 $ 41,341 $ 25,879 $ 564 $ - CHANGE IN OBLIGATED BALANCES Obligated Balance Brought Forward: Unpaid Obligations $ 43,814 $ 13,158 $ 43,618 $ 13,158 $ 196 $ - Uncollected Customer Payments from Federal Sources - (496) - (496) - - Obligated Balance, Net, Brought Forward 43,814 12,662 43,618 12,662 196 - Obligations Incurred 27,555 8,248 27,270 8,248 285 - Gross Outlays (30,675) (9,366) (30,400) (9,366) (275) - Change in Uncollected Customer Payments from Federal Sources - 147 - 147 - - Recoveries of Prior Year Unpaid Obligations (146) (6,114) (104) (6,114) (42) - Obligated Balance, Net, End of Period: Unpaid Obligations, Gross, End of Period 40,548 5,926 40,384 5,926 164 - Uncollected Customer Payments from Federal Sources - (349) - (349) - - OBLIGATED BALANCE, NET, END OF PERIOD $ 40,548 $ 5,577 $ 40,384 $ 5,577 $ 164 $ - BUDGET AUTHORITY AND OUTLAYS, NET Budget Authority, Gross $ 27,593 $ 24,354 $ 27,270 $ 24,354 $ 323 $ - Actual Offsetting Collections - (81,269) - (81,269) - - Change in Uncollected Customer Payments from Federal Sources - 147 - 147 - - BUDGET AUTHORITY, NET $ 27,593 $ (56,768) $ 27,270 $ (56,768) $ 323 $ - Gross Outlays $ 30,675 $ 9,366 $ 30,400 $ 9,366 $ 275 $ - Actual Offsetting Collections - (81,269) - (81,269) - - Net Outlays 30,675 (71,903) 30,400 (71,903) 275 - Distributed Offsetting Receipts (6,063) - (6,063) - - - AGENCY OUTLAYS, NET $ 24,612 $ (71,903) $ 24,337 $ (71,903) $ 275 $ - REQUIRED SUPPLEMENTARY INFORMATION 86 THE DEPARTMENT OF THE TREASURY | OFFICE OF FINANCIAL STABILITY OFFICE OF FINANCIAL STABILITY (TROUBLED ASSET RELIEF PROGRAM) REQUIRED SUPPLEMENTARY INFORMATION COMBINED STATEMENT OF BUDGETARY RESOURCES For the Year Ended September 30, 2011 (Unaudited) 2011 Combined TARP Programs TARP Administrative Nonbudgetary Nonbudgetary Nonbudgetary Budgetary Financing Budgetary Financing Budgetary Financing Dollars in Millions Accounts Accounts Accounts Accounts Accounts Accounts BUDGETARY RESOURCES Unobligated Balances Brought Forward $ 11,075 $ 10,548 $ 10,949 $ 10,548 $ 126 $ - Recoveries of Prior Year Unpaid Obligations 3,057 4,664 3,018 4,664 39 - Borrowing Authority Withdrawn - (1,368) - (1,368) - - Actual Repayment of Debt, Prior-Year Balances - (7,996) - (7,996) - - Unobligated Balance from Prior Year Budget Authority, Net 14,132 5,848 13,967 5,848 165 - Appropriations 2,278 - 1,886 - 392 - Borrowing Authority - 35,596 - 35,596 - - Spending Authority from Offsetting Collections - 45,101 - 45,101 - - TOTAL BUDGETARY RESOURCES (Note 11) $ 16,410 $ 86,545 $ 15,853 $ 86,545 $ 557 $ - STATUS OF BUDGETARY RESOURCES Obligations Incurred $ 2,244 $ 65,402 $ 1,886 $ 65,402 $ 358 $ - Unobligated Balance: Apportioned 36 511 - 511 36 - Unapportioned 14,130 20,632 13,967 20,632 163 - Total Unobligated Balance 14,166 21,143 13,967 21,143 199 - TOTAL STATUS OF BUDGETARY RESOURCES $ 16,410 $ 86,545 $ 15,853 $ 86,545 $ 557 $ - CHANGE IN OBLIGATED BALANCES Obligated Balance Brought Forward: Unpaid Obligations $ 69,128 $ 41,918 $ 68,898 $ 41,918 $ 230 $ - Uncollected Customer Payments from Federal Sources - (23,816) - (23,816) - - Obligated Balance, Net, Brought Forward 69,128 18,102 68,898 18,102 230 - Obligations Incurred 2,244 65,402 1,886 65,402 358 - Gross Outlays (24,501) (89,498) (24,148) (89,498) (353) - Change in Uncollected Customer Payments from Federal Sources - 23,320 - 23,320 - - Recoveries of Prior Year Unpaid Obligations (3,057) (4,664) (3,018) (4,664) (39) - Obligated Balance, Net, End of Period: Unpaid Obligations, Gross, End of Period 43,814 13,158 43,618 13,158 196 - Uncollected Customer Payments from Federal Sources - (496) - (496) - - OBLIGATED BALANCE, NET, END OF PERIOD $ 43,814 $ 12,662 $ 43,618 $ 12,662 $ 196 $ - BUDGET AUTHORITY AND OUTLAYS, NET Budget Authority, Gross $ 2,278 $ 80,697 $ 1,886 $ 80,697 $ 392 $ - Actual Offsetting Collections - (107,307) - (107,307) - - Change in Uncollected Customer Payments from Federal Sources - 23,320 - 23,320 - - BUDGET AUTHORITY, NET $ 2,278 $ (3,290) $ 1,886 $ (3,290) $ 392 $ - Gross Outlays $ 24,501 $ 89,498 $ 24,148 $ 89,498 $ 353 $ - Actual Offsetting Collections - (107,307) - (107,307) - - Net Outlays 24,501 (17,809) 24,148 (17,809) 353 - Distributed Offsetting Receipts (61,832) - (61,832) - - - AGENCY OUTLAYS, NET $ (37,331) $ (17,809) $ (37,684) $ (17,809) $ 353 $ - 87 REQUIRED SUPPLEMENTARY INFORMATION AGENCY FINANCIAL REPORT l FISCAL YEAR 2012 Other Accompanying Information – Schedule of Spending OFFICE OF FINANCIAL STABILITY (TROUBLED ASSET RELIEF PROGRAM) OTHER ACCOMPANYING INFORMATION SCHEDULE OF SPENDING For the Years Ended September 30, 2012 and 2011 (Unaudited) 2012 2011 Nonbudgetary Nonbudgetary Budgetary Financing Budgetary Financing Dollars in Millions Accounts Accounts Accounts Accounts WHAT IS AVAILABLE TO SPEND? Total Resources per Statement of Budgetary Resources (SBR) $ 41,905 $ 25,879 $ 16,410 $ 86,545 Less Amount Apportioned (not yet agreed to be spent) (41) (3,946) (36) (511) Less Amount Unapportioned (not yet available to be spent) (14,309) (13,685) (14,130) (20,632) AMOUNT AVAILABLE TO SPEND - OBLIGATIONS INCURRED PER SBR $ 27,555 $ 8,248 $ 2,244 $ 65,402 HOW WAS THE AMOUNT SPENT? Personnel Compensation $ 20 $ - $ 24 $ - Personnel Benefits 6 - 6 - Travel and Transportation 1 - 1 - Supplies and Materials 2 - - - Other Services 244 3 322 - Housing Program Incentive Payments 3,066 - 1,935 - Investments and Loans - 1,048 - 23,839 Interest - 2,252 - 3,828 Subsidies, including Reestimates for Previously Disbursed Loans and Investments Outstanding22 27,336 6,063 22,213 61,831 TOTAL SPENDING - OUTLAYS PER SBR 30,675 9,366 24,501 89,498 AMOUNT REMAINING TO BE SPENT (SPENT FROM PREVIOUSLY OBLIGATED AUTHORITY) (3,120) (1,118) (22,257) (24,096) AMOUNT AVAILABLE TO SPEND - OBLIGATIONS INCURRED PER SBR $ 27,555 $ 8,248 $ 2,244 $ 65,402 The Schedule of Spending presents an overview of how data used to populate both is the same. and where the OFS is obligating and disbursing funds. Obligations are legally binding agreements that result The section “How Was the Amount Spent” presents in outlays, immediately or in the future. The Schedule disbursements, or outlays, for services received, supplies presents total budgetary resources, gross outlays, and purchased, subsidies paid and program loans or total obligations in further detail than that provided on investments made during 2012 or 2011, even if the Statement of Budgetary Resources, although the obligations for those outlays were made in prior years. 22. Subsidies disbursed from nonbudgetary financing accounts consist 22 of negative subsidies and downward reestimates, which are reductions of subsidy cost, transferred from the financing accounts to the Treasury General Fund. OTHER ACCOMPANYING INFORMATION - SCHEDULE OF SPENDING 88 THE DEPARTMENT OF THE TREASURY | OFFICE OF FINANCIAL STABILITY Part 3: Appendices 89 APPENDIX A. TARP GLOSSARY AGENCY FINANCIAL REPORT l FISCAL YEAR 2012 APPENDIX A: TARP GLOSSARY 90 THE DEPARTMENT OF THE TREASURY | OFFICE OF FINANCIAL STABILITY APPENDIX A: TARP GLOSSARY Asset-Backed Security (ABS): A financial that focuses on providing financial services to instrument representing an interest in a pool low- and moderate- income, minority and of other assets, typically consumer loans. other underserved communities, and is Most ABS are backed by credit card certified by the CDFI Fund, an office within receivables, auto loans, student loans, or other OFS that promotes economic revitalization loan and lease obligations. and community development. Asset Guarantee Program (AGP): A TARP Debtor-In-Possession (DIP): A debtor-in- program under which OFS, together with the possession in U. S. bankruptcy law has filed a Federal Reserve and the FDIC, agreed to bankruptcy petition but still remains in share losses on certain pools of assets held by possession of its property. DIP financing systemically significant financial institutions usually has priority over existing debt, equity that faced a high risk of losing market and other claims. confidence due in large part to a portfolio of distressed or illiquid assets. Emergency Economic Stabilization Act (EESA): The law that created the Troubled Automotive Industry Financing Program Asset Relief Program (TARP). (AIFP): A TARP program under which OFS provided loans or equity investments in order Government-Sponsored Enterprises (GSEs): to avoid a disorderly bankruptcy of one or Private corporations created by the U.S. more auto companies that would have posed a Government. Fannie Mae and Freddie Mac systemic risk to the country’s financial are GSEs. system. Home Affordable Modification Program Capital Purchase Program (CPP): A TARP (HAMP): A TARP program OFS established program pursuant to which OFS invested in to help responsible but struggling preferred equity securities and other homeowners reduce their mortgage payments securities issued by financial institutions. to affordable levels and avoid foreclosure. Commercial Mortgage-Backed Securities Legacy Securities: CMBS and non-agency (CMBS): A financial instrument representing RMBS issued prior to 2009 that were an interest in a commercial real estate originally rated AAA or an equivalent rating mortgage or a group of commercial real estate by two or more nationally recognized mortgages. statistical rating organizations without ratings enhancement and that are secured Commercial Paper (CP): An unsecured debt directly by actual mortgage loans, leases or instrument with a short maturity period, 270 other assets and not other securities. days or less, typically issued by large financial institutions or other large commercial firms. Making Home Affordable (MHA): A comprehensive plan to stabilize the U.S. Community Development Capital Initiative housing market and help responsible, but (CDCI): A TARP program that provides low- struggling, homeowners reduce their monthly cost capital to Community Development mortgage payments to more affordable levels Financial Institutions to encourage lending to and avoid foreclosure. HAMP is part of MHA. small businesses and help facilitate the flow of credit to individuals in underserved Mortgage-Backed Securities (MBS): A type of communities. ABS representing an interest in a pool of similar mortgages bundled together by a Community Development Financial financial institution. Institution (CDFI): A financial institution 91 APPENDIX A. TARP GLOSSARY AGENCY FINANCIAL REPORT l FISCAL YEAR 2012 Non-Agency Residential Mortgage-Backed securities backed by the guaranteed portions Securities: RMBS that are not guaranteed or of the SBA 7(a) loans. issued by Freddie Mac, Fannie Mae, any other GSE, Ginnie Mae, or a U.S. federal Servicer: An administrative third party that government agency. collects mortgage payments, handles tax and insurance escrows, and may even bring Preferred Stock: Equity ownership that foreclosure proceedings on past due mortgages usually pays a fixed dividend and gives the for institutional loan owners or originators. holder a claim on corporate earnings superior The loan servicer also generates reports for to common stock owners. Preferred stock also borrowers and mortgage owners on the has priority in the distribution of assets in the collections. case of liquidation of a bankrupt company. Targeted Investment Program (TIP): A TARP Public-Private Investment Fund (PPIF): An program created to stabilize the financial investment fund established to purchase system by making investments in institutions Legacy Securities from financial institutions that are critical to the functioning of the under PPIP. financial system. Public-Private Investment Program (PPIP): A Term Asset-Backed Securities Loan Facility TARP program designed to support the (TALF): A program under which the Federal secondary market in mortgage-backed Reserve Bank of New York made term non- securities. The program is designed to recourse loans to buyers of AAA-rated Asset- increase the flow of credit throughout the Backed Securities in order to stimulate economy by partnering with private investors consumer and business lending. to purchase Legacy Securities from financial institutions. Troubled Asset Relief Program (TARP): The Troubled Asset Relief Program, which was Qualifying Financial Institution (QFI): established under EESA to stabilize the Private and public U.S.-controlled banks, financial system and prevent a systemic savings associations, bank holding companies, collapse. certain savings and loan holding companies, and mutual organizations. Trust Preferred Security (TruPS): A security that has both equity and debt characteristics, Residential Mortgage-Backed Securities created by establishing a trust and issuing (RMBS): A financial instrument representing debt to it. TruPS are treated as capital, not an interest in a group of residential real estate debt, for regulatory purposes. mortgages. Warrant: A financial instrument that SBA: U.S. Small Business Administration. represents the right, but not the obligation, to purchase a certain number of shares of SBA 7(a) Securities Purchase Program: A common stock of a company at a fixed price TARP program under which OFS purchased APPENDIX A: TARP GLOSSARY 92 THE DEPARTMENT OF THE TREASURY | OFFICE OF FINANCIAL STABILITY APPENDIX B: ABBREVIATIONS AND ACRONYMS ABS Asset-Backed Securities LIBOR London Interbank Offered Rate AGP Asset Guarantee Program LTV Loan-to-Value Ratio AIFP Automotive Industry Financing Program MBS Mortgage-Backed Security AIG American International Group, Inc. MHA Making Home Affordable Program CBO Congressional Budget Office NPV Net Present Value CDFI Community Development Financial Institution OFS Office of Financial Stability CMBS Commercial Mortgage-Backed Securities OMB Office of Management and Budget CP Commercial Paper PPIF Public-Private Investment Fund COP Congressional Oversight Panel PPIP Public-Private Investment Program CPP Capital Purchase Program PRA Principal Reduction Alternative CDCI Community Development Capital Initiative QFI Qualifying Financial Institution DIP Debtor-In-Possession RMBS Residential Mortgage-Backed Securities EESA Emergency Economic Stabilization Act of 2008 SIGTARP Special Inspector General for the Troubled Asset Relief Program FCRA Federal Credit Reform Act of 1990 SPV Special Purpose Vehicle FHA Federal Housing Administration TAIFF Troubled Assets Insurance FRBNY Federal Reserve Bank of New York Financing Fund GAO Government Accountability Office TALF Term Asset-Backed Securities Loan GSE Government-Sponsored Enterprise Facility HAFA Home Affordable Foreclosure Alternatives TARP Troubled Asset Relief Program HHF Hardest Hit Fund TIP Targeted Investment Program HAMP Home Affordable Modification Program TruPS Trust Preferred Securities HPDP Home Price Decline Protection USDA U. S. Department of Agriculture IPO Initial Public Offering 93 APPENDIX B: ABBREVIATIONS AND ACRONYMS AGENCY FINANCIAL REPORT l FISCAL YEAR 2012 WEBSITES APPENDIX B: ABBREVIATIONS AND ACRONYMS 94 THE DEPARTMENT OF THE TREASURY | OFFICE OF FINANCIAL STABILITY 95 APPENDIX B: ABBREVIATIONS AND ACRONYMS This is a work of the U.S. government and is not subject to copyright protection in the United States. The published product may be reproduced and distributed in its entirety without further permission from GAO. However, because this work may contain copyrighted images or other material, permission from the copyright holder may be necessary if you wish to reproduce this material separately. The Government Accountability Office, the audit, evaluation, and GAO’s Mission investigative arm of Congress, exists to support Congress in meeting its constitutional responsibilities and to help improve the performance and accountability of the federal government for the American people. 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Financial Audit: Office of Financial Stability (Troubled Asset Relief Program) Fiscal Years 2012 and 2011 Financial Statements
Published by the Government Accountability Office on 2012-11-09.
Below is a raw (and likely hideous) rendition of the original report. (PDF)