TCF Bank 2011 Annual Report Download - page 124

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Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
TCF Financial Corporation:
We have audited TCF Financial Corporation’s internal control
over financial reporting as of December 31, 2011, based
on criteria established in Internal Control — Integrated
Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). TCF
Financial Corporation’s management is responsible for
maintaining effective internal control over financial
reporting and for its assessment of the effectiveness of
internal control over financial reporting, included in the
accompanying Management Report. Our responsibility is to
express an opinion on TCF Financial Corporation’s internal
control over financial reporting based on our audit.
We conducted our audit in accordance with the
standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance
about whether effective internal control over financial
reporting was maintained in all material respects. Our audit
included obtaining an understanding of internal control
over financial reporting, assessing the risk that a material
weakness exists, and testing and evaluating the design
and operating effectiveness of internal control based
on the assessed risk. Our audit also included performing
such other procedures as we considered necessary in
the circumstances. We believe that our audit provides a
reasonable basis for our opinion.
A company’s internal control over financial reporting
is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the
preparation of financial statements for external purposes
in accordance with generally accepted accounting
principles. A company’s internal control over financial
reporting includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles,
and that receipts and expenditures of the company are
being made only in accordance with authorizations of
management and directors of the company; and
(3) provide reasonable assurance regarding prevention
or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a
material effect on the financial statements.
Because of its inherent limitations, internal control
over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to 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.
In our opinion, TCF Financial Corporation maintained,
in all material respects, effective internal control over
financial reporting as of December 31, 2011, based on
criteria established in Internal Control — Integrated
Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission.
TCF Financial Corporation acquired Gateway One Lending
and Finance, LLC (“Gateway One”) on November 30, 2011,
and management excluded Gateway One’s internal
control over financial reporting from its assessment of
the effectiveness of TCF Financial Corporation’s internal
control over financial reporting as of December 31, 2011.
Consolidated revenues for TCF Financial Corporation were
$1.1 billion during 2011, of which Gateway One represented
$2.2 million, or .2%. The consolidated total assets of TCF
Financial Corporation as of December 31, 2011 were
$19 billion, of which Gateway One represented $69.9 million,
or .4%. Our audit of internal control over financial reporting
of TCF Financial Corporation also excluded an evaluation of
the internal control over financial reporting of Gateway One.
We also have audited, in accordance with the standards
of the Public Company Accounting Oversight Board
(United States), the consolidated statements of financial
condition of TCF Financial Corporation and subsidiaries
as of December 31, 2011 and 2010, and the related
consolidated statements of operations, equity and cash
flows for each of the years in the three-year period ended
December 31, 2011, and our report dated February 21, 2012
expressed an unqualified opinion on those consolidated
financial statements.
Minneapolis, Minnesota
February 21, 2012
106 TCF Financial Corporation and Subsidiaries