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Michigan
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38-2022454
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock (par value $1 per share)
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TCF
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The NASDAQ Stock Market
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Depositary shares, each representing a 1/1000th interest in a share of the 5.70% Series C Non-Cumulative Perpetual Preferred Stock
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TCFCP
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The NASDAQ Stock Market
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Large accelerated filer
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☑
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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Description
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Page
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•
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requiring standards for verifying customer identification at account opening;
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•
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rules to promote cooperation among financial institutions, regulators and law enforcement entities in identifying parties that may be involved in terrorism or money laundering;
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•
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reports by nonfinancial trades and businesses filed with the Treasury Department’s Financial Crimes Enforcement Network for transactions exceeding $10,000; and
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•
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filing suspicious activities reports by brokers and dealers if they believe a customer may be violating U.S. laws and regulations.
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•
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the Truth in Lending Act, governing disclosures of credit terms to consumer borrowers;
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•
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the Home Mortgage Disclosure Act, requiring financial institutions to provide information to enable the public and public officials to determine whether a financial institution is fulfilling its obligation to help meet the housing needs of the community it serves;
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•
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the Equal Credit Opportunity Act, prohibiting discrimination on the basis of race, creed or other prohibited factors in extending credit;
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•
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the Fair Credit Reporting Act, governing the use and provision of information to credit reporting agencies;
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•
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the Fair Debt Collection Practices Act, governing the manner in which consumer debts may be collected by collection agencies; and
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•
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the rules and regulations of the various governmental agencies charged with the responsibility of implementing these federal laws.
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•
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delay in completing an acquisition or merger due to litigation;
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•
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the recording of assets and liabilities of the acquired or merged company at fair value may materially dilute shareholder value at the transaction date and could have a material adverse effect on our financial condition and results of operations;
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•
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incurring the time and costs associated with identifying and evaluating potential acquisition or merger targets;
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•
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difficulty or unanticipated expense associated with converting the operating systems of the acquired or merged company into ours;
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•
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the possibility of regulatory approval being delayed, impeded, conditioned or denied due to existing or new regulatory issues surrounding TCF, the target institution or the proposed combined entity as a result of, among other things, issues related to anti-money laundering/Bank Secrecy Act compliance, fair lending laws, fair housing laws, consumer protection laws, unfair, deceptive or abusive acts or practices regulations, or the Community Reinvestment Act;
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•
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potential exposure to unknown or contingent liabilities of the acquired or merged company;
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•
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our estimates and judgments used to evaluate credit, operations, management and market risks with respect to the acquired or merged company may not be accurate;
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•
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our exposure to potential asset quality issues of the acquired or merged company;
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•
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the time and costs of evaluating new markets, hiring experienced local management and opening new offices, and the time lags between these activities and the generation of sufficient assets and deposits to support the costs of the expansion;
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•
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diversion of our management's attention to the negotiation of a transaction, and the integration of the operations and personnel of the combining businesses;
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•
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the introduction of new products and services into our business;
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•
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potential disruption to our business;
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•
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incurring and possible impairment of goodwill and other intangible assets associated with an acquisition or merger and possible adverse short-term effects on our results of operations;
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•
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the possible loss of key employees and customers of the acquired or merged company;
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•
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difficulty in estimating the value of the acquired or merged company; and
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•
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potential changes in banking or tax laws or regulations that may affect the acquired or merged company.
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At December 31,
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||||||||||||||||||||||
Index
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2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
||||||||||||
TCF Financial Corporation
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$
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100.00
|
|
|
$
|
115.40
|
|
|
$
|
187.09
|
|
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$
|
188.80
|
|
|
$
|
132.36
|
|
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$
|
174.96
|
|
KBW NASDAQ Regional Banking Index
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100.00
|
|
|
105.91
|
|
|
147.24
|
|
|
149.82
|
|
|
123.60
|
|
|
153.03
|
|
||||||
S&P 500 Index
|
100.00
|
|
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101.38
|
|
|
113.51
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|
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138.29
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|
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132.23
|
|
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173.86
|
|
(Dollars in thousands, except per share data)
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Total Number
of Shares
Purchased
|
|
Average
Price Paid
Per Share
|
|
Total Number of Shares
Purchased as Part of
Publicly Announced Plan
|
|
Approximate Dollar Value of
Shares that May Yet Be
Purchased Under the Plan
|
||||||
October 1 to October 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
||
Share repurchase program(1)
|
37,000
|
|
|
$
|
39.61
|
|
|
37,000
|
|
|
$
|
148,534
|
|
Employee transactions(2)
|
4,924
|
|
|
37.14
|
|
|
N.A.
|
|
|
N.A.
|
|
||
November 1 to November 30, 2019
|
|
|
|
|
|
|
|
|
|
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Share repurchase program(1)
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620,817
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|
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$
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41.93
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620,817
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|
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$
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122,505
|
|
Employee transactions(2)
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7,450
|
|
|
41.78
|
|
|
N.A.
|
|
|
N.A.
|
|
||
December 1 to December 31, 2019
|
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|
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|
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|
|
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Share repurchase program(1)
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—
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$
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—
|
|
|
—
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|
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$
|
122,505
|
|
Employee transactions(2)
|
408
|
|
|
46.80
|
|
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N.A.
|
|
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N.A.
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|
||
Total
|
|
|
|
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|
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||
Share repurchase program(1)
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657,817
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$
|
41.80
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|
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657,817
|
|
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$
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122,505
|
|
Employee transactions(2)
|
12,782
|
|
|
40.15
|
|
|
N.A.
|
|
|
N.A.
|
|
(1)
|
On October 24, 2019, the Board of Directors approved an authorization to repurchase up to $150 million of our common stock. Repurchases will be based on market conditions, the trading price of our shares and other factors. The ability to repurchase shares in the future may be adversely affected by new legislation or regulations or by changes in regulatory policies.
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(2)
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Represents restricted stock withheld pursuant to the terms of awards granted under the Legacy TCF Financial 2015 Omnibus Incentive Plan to offset tax withholding obligations that occur upon vesting and release of restricted stock. The plan provides that the value of shares withheld shall be the average of the high and low prices of common stock of TCF Financial Corporation on the date the relevant transaction occurs.
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For the Year Ended December 31,
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||||||||||||||||||
(Dollars in thousands, except per share data)
|
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2019
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2018
|
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2017
|
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2016
|
|
2015
|
||||||||||
Consolidated Income:
|
|
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||||||||||
Interest income
|
|
$
|
1,587,261
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|
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$
|
1,159,329
|
|
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$
|
1,031,745
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|
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$
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942,681
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|
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$
|
903,473
|
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Interest expense
|
|
298,229
|
|
|
150,834
|
|
|
94,271
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|
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82,956
|
|
|
71,851
|
|
|||||
Net interest income
|
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1,289,032
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1,008,495
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937,474
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859,725
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831,622
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|
|||||
Noninterest income
|
|
465,532
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|
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454,397
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436,063
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454,281
|
|
|
430,764
|
|
|||||
Total revenue
|
|
1,754,564
|
|
|
1,462,892
|
|
|
1,373,537
|
|
|
1,314,006
|
|
|
1,262,386
|
|
|||||
Provision for credit losses
|
|
65,282
|
|
|
46,768
|
|
|
68,443
|
|
|
65,874
|
|
|
52,944
|
|
|||||
Noninterest expense
|
|
1,332,115
|
|
|
1,014,400
|
|
|
1,059,934
|
|
|
909,887
|
|
|
894,747
|
|
|||||
Income before income tax expense
|
|
357,167
|
|
|
401,724
|
|
|
245,160
|
|
|
338,245
|
|
|
314,695
|
|
|||||
Income tax expense (benefit)
|
|
50,241
|
|
|
86,096
|
|
|
(33,624
|
)
|
|
116,528
|
|
|
108,872
|
|
|||||
Income attributable to non-controlling interest
|
|
11,458
|
|
|
11,270
|
|
|
10,147
|
|
|
9,593
|
|
|
8,700
|
|
|||||
Net income attributable to TCF
|
|
295,468
|
|
|
304,358
|
|
|
268,637
|
|
|
212,124
|
|
|
197,123
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|
|||||
Preferred stock dividends
|
|
9,975
|
|
|
11,588
|
|
|
19,904
|
|
|
19,388
|
|
|
19,388
|
|
|||||
Impact of preferred stock redemption
|
|
—
|
|
|
3,481
|
|
|
5,779
|
|
|
—
|
|
|
—
|
|
|||||
Net income available to common shareholders
|
|
$
|
285,493
|
|
|
$
|
289,289
|
|
|
$
|
242,954
|
|
|
$
|
192,736
|
|
|
$
|
177,735
|
|
Earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
$
|
2.56
|
|
|
$
|
3.44
|
|
|
$
|
2.83
|
|
|
$
|
2.27
|
|
|
$
|
2.11
|
|
Diluted
|
|
2.55
|
|
|
3.43
|
|
|
2.83
|
|
|
2.27
|
|
|
2.11
|
|
|||||
Dividends declared
|
|
1.29
|
|
|
1.18
|
|
|
0.59
|
|
|
0.59
|
|
|
0.44
|
|
|||||
Financial Ratios:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Return on average assets ("ROAA")
|
|
0.92
|
%
|
|
1.37
|
%
|
|
1.26
|
%
|
|
1.05
|
%
|
|
1.03
|
%
|
|||||
Return on average common equity ("ROACE")
|
|
7.67
|
|
|
12.42
|
|
|
10.80
|
|
|
9.13
|
|
|
9.19
|
|
|||||
Return on average tangible common equity ("ROATCE")(non-GAAP)(1)
|
|
9.81
|
|
|
13.56
|
|
|
15.73
|
|
|
10.29
|
|
|
10.48
|
|
|||||
Net interest margin (GAAP)
|
|
4.17
|
|
|
4.66
|
|
|
4.52
|
|
|
4.33
|
|
|
4.45
|
|
|||||
Net interest margin (FTE)(2)(3)
|
|
4.20
|
|
|
4.69
|
|
|
4.59
|
|
|
4.34
|
|
|
4.42
|
|
|||||
Dividend payout ratio
|
|
50.41
|
|
|
34.33
|
|
|
20.83
|
|
|
26.09
|
|
|
21.03
|
|
|||||
Efficiency ratio
|
|
75.92
|
|
|
69.34
|
|
|
77.17
|
|
|
69.25
|
|
|
70.88
|
|
|||||
Net charge-offs as a percentage of average loans and leases
|
|
0.27
|
|
|
0.29
|
|
|
0.24
|
|
|
0.26
|
|
|
0.30
|
|
|||||
Adjusted Financial Results (non-GAAP):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjusted net income attributable to TCF(1)
|
|
$
|
461,232
|
|
|
$
|
329,867
|
|
|
$
|
211,025
|
|
|
$
|
212,124
|
|
|
$
|
197,123
|
|
Adjusted diluted earnings per common share(1)
|
|
$
|
4.04
|
|
|
$
|
3.73
|
|
|
$
|
2.16
|
|
|
$
|
2.27
|
|
|
$
|
2.11
|
|
Adjusted ROAA(1)
|
|
1.41
|
%
|
|
1.48
|
%
|
|
1.00
|
%
|
|
1.05
|
%
|
|
1.03
|
%
|
|||||
Adjusted ROACE(1)
|
|
12.13
|
|
|
13.51
|
|
|
8.24
|
|
|
9.13
|
|
|
9.19
|
|
|||||
Adjusted ROATCE(1)
|
|
15.34
|
|
|
14.74
|
|
|
9.25
|
|
|
10.29
|
|
|
10.48
|
|
|||||
Adjusted efficiency ratio (1)
|
|
60.58
|
|
|
64.77
|
|
|
69.71
|
|
|
67.59
|
|
|
69.55
|
|
(1)
|
See "Item 7. Management's Discussion and Analysis - Consolidated Financial Condition Analysis - Non-GAAP Financial Measures" for further information.
|
(2)
|
Net interest income on a fully tax-equivalent ("FTE") basis divided by average interest-earning assets.
|
(3)
|
Presented on a tax-equivalent basis using the federal statutory tax rate in effect for each period presented.
|
|
|
At December 31,
|
||||||||||||||||||
(Dollars in thousands)
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Consolidated Financial Condition:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Loans and leases
|
|
$
|
34,497,464
|
|
|
$
|
19,073,020
|
|
|
$
|
19,105,284
|
|
|
$
|
17,844,716
|
|
|
$
|
17,436,744
|
|
Total assets
|
|
46,651,553
|
|
|
23,699,612
|
|
|
23,002,159
|
|
|
21,441,326
|
|
|
20,689,609
|
|
|||||
Deposits
|
|
34,468,463
|
|
|
18,903,686
|
|
|
18,335,002
|
|
|
17,242,522
|
|
|
16,719,989
|
|
|||||
Borrowings
|
|
5,023,593
|
|
|
1,449,472
|
|
|
1,249,449
|
|
|
1,077,572
|
|
|
1,039,938
|
|
|||||
Total equity
|
|
5,727,241
|
|
|
2,556,260
|
|
|
2,680,584
|
|
|
2,444,645
|
|
|
2,306,917
|
|
|||||
Financial Ratios:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Common equity to assets
|
|
11.87
|
%
|
|
9.99
|
%
|
|
10.42
|
%
|
|
10.09
|
%
|
|
9.80
|
%
|
|||||
Tangible common equity as a percent of tangible assets (non-GAAP)(1)
|
|
9.01
|
|
|
9.32
|
|
|
9.72
|
|
|
9.13
|
|
|
8.79
|
|
|||||
Total risk-based capital ratio
|
|
12.70
|
|
|
13.38
|
|
|
13.90
|
|
|
13.69
|
|
|
13.71
|
|
|||||
Book value per common share
|
|
$
|
36.20
|
|
|
$
|
28.44
|
|
|
$
|
27.48
|
|
|
$
|
24.91
|
|
|
$
|
23.50
|
|
Tangible book value per common share (non-GAAP)(1)
|
|
26.60
|
|
|
26.33
|
|
|
25.43
|
|
|
22.29
|
|
|
20.85
|
|
|||||
Credit Quality Ratios:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Nonaccrual loans and leases as a percentage of total loans and leases
|
|
0.49
|
%
|
|
0.56
|
%
|
|
0.62
|
%
|
|
1.02
|
%
|
|
1.15
|
%
|
|||||
Nonperforming assets as a percentage of total loans and leases and other real estate owned
|
|
0.59
|
|
|
0.65
|
|
|
0.72
|
|
|
1.28
|
|
|
1.43
|
|
|||||
Allowance for loan and lease losses as a percentage of total nonaccrual loans and leases
|
|
66.64
|
|
|
148.65
|
|
|
144.24
|
|
|
88.33
|
|
|
77.85
|
|
(1)
|
See "Item 7. Management's Discussion and Analysis - Consolidated Financial Condition Analysis - Non-GAAP Financial Measures" for further information.
|
Description
|
Page
|
•
|
the possibility that the anticipated benefits of the Merger, including anticipated cost savings and strategic gains, are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy, competitive factors in the areas where we do business, or as a result of other unexpected factors or events;
|
•
|
the impact of purchase accounting with respect to the Merger, or any change in the assumptions used regarding the assets purchased and liabilities assumed to determine their fair value;
|
•
|
diversion of management's attention from ongoing business operations and opportunities;
|
•
|
the operational integration of the merged businesses and operations, which may take longer than anticipated or be more costly than anticipated or have unanticipated adverse results;
|
•
|
failure to attract new customers and retain existing customers in the manner anticipated;
|
•
|
the challenges of integrating, retaining and hiring key personnel; and
|
•
|
the potential impact of the Merger on relationships with third-parties, including customers, vendors, employees and competitors.
|
Summary of Financial Ratios
|
|
|
|
|
|
|
|
|
||||
|
Year Ended December 31,
|
|
Change From
|
|||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019/
|
|||||
|
|
|
|
2018
|
||||||||
Return on average assets ("ROAA")
|
0.92
|
%
|
|
1.37
|
%
|
|
1.26
|
%
|
|
(45
|
)
|
bps
|
ROACE
|
7.67
|
|
|
12.42
|
|
|
10.80
|
|
|
(475
|
)
|
|
ROATCE (non-GAAP)(1)
|
9.81
|
|
|
13.56
|
|
|
15.73
|
|
|
(375
|
)
|
|
Efficiency ratio
|
75.92
|
|
|
69.34
|
|
|
77.17
|
|
|
658
|
|
|
Adjusted Financial Results (non-GAAP)
|
|
|
|
|
|
|
|
|
||||
Adjusted ROAA(1)
|
1.41
|
%
|
|
1.48
|
%
|
|
1.00
|
%
|
|
(7
|
)
|
bps
|
Adjusted ROACE(1)
|
12.13
|
|
|
13.51
|
|
|
8.24
|
|
|
(138
|
)
|
|
Adjusted ROATCE(1)
|
15.34
|
|
|
14.74
|
|
|
9.25
|
|
|
60
|
|
|
Adjusted efficiency ratio(1)
|
60.58
|
|
|
64.77
|
|
|
69.71
|
|
|
(419
|
)
|
|
(1)
|
See section entitled "Non-GAAP Financial Measures" in this Management's Discussion and Analysis for further information.
|
|
Year Ended December 31,
|
|
|
|
|
|
|
|||||||||||||||||||||||||
|
2019
|
|
2018
|
|
Change
|
|||||||||||||||||||||||||||
(Dollars in thousands)
|
Average
Balance |
|
Interest(1)
|
|
Yields and Rates(1)
|
|
Average
Balance |
|
Interest(1)
|
|
Yields and Rates(1)
|
|
Average
Balance |
|
Interest
|
|
Yields and
Rates (bps) |
|||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Federal Home Loan Bank and Federal Reserve Bank stocks
|
$
|
210,001
|
|
|
$
|
6,030
|
|
|
2.87
|
%
|
|
$
|
89,774
|
|
|
$
|
3,618
|
|
|
4.03
|
%
|
|
$
|
120,227
|
|
|
$
|
2,412
|
|
|
(116
|
)
|
Investment securities held-to-maturity
|
144,318
|
|
|
2,950
|
|
|
2.04
|
|
|
154,619
|
|
|
3,970
|
|
|
2.57
|
|
|
(10,301
|
)
|
|
(1,020
|
)
|
|
(53
|
)
|
||||||
Investment securities available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Taxable
|
3,516,413
|
|
|
103,077
|
|
|
2.93
|
|
|
1,390,016
|
|
|
37,436
|
|
|
2.69
|
|
|
2,126,397
|
|
|
65,641
|
|
|
24
|
|
||||||
Tax-exempt(2)
|
541,525
|
|
|
14,746
|
|
|
2.72
|
|
|
815,540
|
|
|
21,694
|
|
|
2.66
|
|
|
(274,015
|
)
|
|
(6,948
|
)
|
|
6
|
|
||||||
Loans and leases held-for-sale
|
336,292
|
|
|
18,599
|
|
|
5.53
|
|
|
103,240
|
|
|
6,686
|
|
|
6.48
|
|
|
233,052
|
|
|
11,913
|
|
|
(95
|
)
|
||||||
Loans and leases(2)(3)
|
25,484,955
|
|
|
1,435,976
|
|
|
5.61
|
|
|
18,827,047
|
|
|
1,085,948
|
|
|
5.75
|
|
|
6,657,908
|
|
|
350,028
|
|
|
(14
|
)
|
||||||
Interest-bearing deposits with banks and other
|
534,979
|
|
|
14,326
|
|
|
2.66
|
|
|
229,698
|
|
|
8,346
|
|
|
3.63
|
|
|
305,281
|
|
|
5,980
|
|
|
(97
|
)
|
||||||
Total interest-earning assets
|
30,768,483
|
|
|
1,595,704
|
|
|
5.17
|
|
|
21,609,934
|
|
|
1,167,698
|
|
|
5.39
|
|
|
9,158,549
|
|
|
428,006
|
|
|
(22
|
)
|
||||||
Other assets
|
2,758,447
|
|
|
|
|
|
|
1,452,214
|
|
|
|
|
|
|
1,306,233
|
|
|
|
|
|
||||||||||||
Total assets
|
$
|
33,526,930
|
|
|
|
|
|
|
$
|
23,062,148
|
|
|
|
|
|
|
$
|
10,464,782
|
|
|
|
|
|
|||||||||
Liabilities and Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Noninterest-bearing deposits
|
$
|
5,622,092
|
|
|
|
|
|
|
$
|
3,843,494
|
|
|
|
|
|
|
$
|
1,778,598
|
|
|
|
|
|
|||||||||
Interest-bearing deposits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Checking
|
3,920,613
|
|
|
13,961
|
|
|
0.36
|
|
|
2,438,040
|
|
|
714
|
|
|
0.03
|
|
|
1,482,573
|
|
|
13,247
|
|
|
33
|
|
||||||
Savings
|
7,203,987
|
|
|
52,087
|
|
|
0.72
|
|
|
5,621,723
|
|
|
20,009
|
|
|
0.36
|
|
|
1,582,264
|
|
|
32,078
|
|
|
36
|
|
||||||
Money market
|
2,729,156
|
|
|
37,615
|
|
|
1.38
|
|
|
1,553,255
|
|
|
11,582
|
|
|
0.75
|
|
|
1,175,901
|
|
|
26,033
|
|
|
63
|
|
||||||
Certificates of deposit
|
6,086,251
|
|
|
122,494
|
|
|
2.01
|
|
|
4,897,937
|
|
|
75,385
|
|
|
1.54
|
|
|
1,188,314
|
|
|
47,109
|
|
|
47
|
|
||||||
Total interest-bearing deposits
|
19,940,007
|
|
|
226,157
|
|
|
1.13
|
|
|
14,510,955
|
|
|
107,690
|
|
|
0.74
|
|
|
5,429,052
|
|
|
118,467
|
|
|
39
|
|
||||||
Total deposits
|
25,562,099
|
|
|
226,157
|
|
|
0.88
|
|
|
18,354,449
|
|
|
107,690
|
|
|
0.59
|
|
|
7,207,650
|
|
|
118,467
|
|
|
29
|
|
||||||
Borrowings:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Short-term borrowings
|
1,279,073
|
|
|
20,836
|
|
|
1.61
|
|
|
3,288
|
|
|
77
|
|
|
2.33
|
|
|
1,275,785
|
|
|
20,759
|
|
|
(72
|
)
|
||||||
Long-term borrowings
|
1,592,915
|
|
|
51,236
|
|
|
3.19
|
|
|
1,412,186
|
|
|
43,067
|
|
|
3.03
|
|
|
180,729
|
|
|
8,169
|
|
|
16
|
|
||||||
Total borrowings
|
2,871,988
|
|
|
72,072
|
|
|
2.49
|
|
|
1,415,474
|
|
|
43,144
|
|
|
3.02
|
|
|
1,456,514
|
|
|
28,928
|
|
|
(53
|
)
|
||||||
Total interest-bearing liabilities
|
22,811,995
|
|
|
298,229
|
|
|
1.30
|
|
|
15,926,429
|
|
|
150,834
|
|
|
0.94
|
|
|
6,885,566
|
|
|
147,395
|
|
|
36
|
|
||||||
Total deposits and borrowings
|
28,434,087
|
|
|
298,229
|
|
|
1.05
|
|
|
19,769,923
|
|
|
150,834
|
|
|
0.76
|
|
|
8,664,164
|
|
|
147,395
|
|
|
29
|
|
||||||
Accrued expenses and other liabilities
|
1,177,805
|
|
|
|
|
|
|
761,723
|
|
|
|
|
|
|
416,082
|
|
|
|
|
|
||||||||||||
Total liabilities
|
29,611,892
|
|
|
|
|
|
|
20,531,646
|
|
|
|
|
|
|
9,080,246
|
|
|
|
|
|
||||||||||||
Total TCF Financial Corp. shareholders' equity
|
3,889,204
|
|
|
|
|
|
|
2,506,179
|
|
|
|
|
|
|
1,383,025
|
|
|
|
|
|
||||||||||||
Non-controlling interest in subsidiaries
|
25,834
|
|
|
|
|
|
|
24,323
|
|
|
|
|
|
|
1,511
|
|
|
|
|
|
||||||||||||
Total equity
|
3,915,038
|
|
|
|
|
|
|
2,530,502
|
|
|
|
|
|
|
1,384,536
|
|
|
|
|
|
||||||||||||
Total liabilities and equity
|
$
|
33,526,930
|
|
|
|
|
|
|
$
|
23,062,148
|
|
|
|
|
|
|
$
|
10,464,782
|
|
|
|
|
|
|||||||||
Net interest spread (FTE)
|
|
|
|
|
4.12
|
|
|
|
|
|
|
4.63
|
|
|
|
|
|
|
(51
|
)
|
||||||||||||
Net interest income (FTE) and net interest margin (FTE)
|
|
|
$
|
1,297,475
|
|
|
4.20
|
|
|
|
|
$
|
1,016,864
|
|
|
4.69
|
|
|
|
|
$
|
280,611
|
|
|
(49
|
)
|
||||||
Reconciliation to Reported Net Interest Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net interest income (FTE)
|
|
|
$
|
1,297,475
|
|
|
|
|
|
|
$
|
1,016,864
|
|
|
|
|
|
|
$
|
280,611
|
|
|
|
|||||||||
Adjustments for taxable equivalent interest(1)(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Loans
|
|
|
(5,348
|
)
|
|
|
|
|
|
(3,813
|
)
|
|
|
|
|
|
(1,535
|
)
|
|
|
||||||||||||
Tax-exempt investment securities
|
|
|
(3,095
|
)
|
|
|
|
|
|
(4,556
|
)
|
|
|
|
|
|
1,461
|
|
|
|
||||||||||||
Total FTE adjustments
|
|
|
(8,443
|
)
|
|
|
|
|
|
(8,369
|
)
|
|
|
|
|
|
(74
|
)
|
|
|
||||||||||||
Net interest income (GAAP)
|
|
|
$
|
1,289,032
|
|
|
|
|
|
|
$
|
1,008,495
|
|
|
|
|
|
|
$
|
280,537
|
|
|
|
|||||||||
Net interest margin (GAAP)
|
|
|
4.17
|
%
|
|
|
|
|
|
4.66
|
%
|
|
|
|
|
|
|
|
(49
|
)
|
(1)
|
Interest and yields are presented on a FTE basis.
|
(2)
|
The yield on tax-exempt loans, leases and available-for-sale investment securities is computed on a FTE basis using a statutory federal income tax rate of 21%. The presentation of net interest income on a FTE basis is not in accordance with GAAP, but is customary in the banking industry.
|
(3)
|
Average balances of loans and leases include nonaccrual loans and leases and are presented net of unearned income
|
|
Year Ended December 31,
|
|
|
|
|
|
|
|||||||||||||||||||||||||
|
2018
|
|
2017
|
|
Change
|
|||||||||||||||||||||||||||
(Dollars in thousands)
|
Average
Balance |
|
Interest(1)
|
|
Yields and Rates(1)
|
|
Average
Balance |
|
Interest(1)
|
|
Yields and Rates(1)
|
|
Average
Balance |
|
Interest
|
|
Yields and
Rates (bps) |
|||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Federal Home Loan Bank and Federal Reserve Bank stocks
|
$
|
89,774
|
|
|
$
|
3,618
|
|
|
4.03
|
%
|
|
$
|
81,928
|
|
|
$
|
2,126
|
|
|
2.60
|
%
|
|
$
|
7,846
|
|
|
$
|
1,492
|
|
|
143
|
|
Investment securities held-to-maturity
|
154,619
|
|
|
3,970
|
|
|
2.57
|
|
|
170,006
|
|
|
4,436
|
|
|
2.61
|
|
|
(15,387
|
)
|
|
(466
|
)
|
|
(4
|
)
|
||||||
Investment securities available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Taxable
|
1,390,016
|
|
|
37,436
|
|
|
2.69
|
|
|
823,526
|
|
|
18,382
|
|
|
2.23
|
|
|
566,490
|
|
|
19,054
|
|
|
46
|
|
||||||
Tax-exempt(2)
|
815,540
|
|
|
21,694
|
|
|
2.66
|
|
|
712,530
|
|
|
22,916
|
|
|
3.22
|
|
|
103,010
|
|
|
(1,222
|
)
|
|
(56
|
)
|
||||||
Loans and leases held-for-sale
|
103,240
|
|
|
6,686
|
|
|
6.48
|
|
|
208,678
|
|
|
16,612
|
|
|
7.96
|
|
|
(105,438
|
)
|
|
(9,926
|
)
|
|
(148
|
)
|
||||||
Loans and leases(2)(3)
|
18,827,047
|
|
|
1,085,948
|
|
|
5.75
|
|
|
18,492,068
|
|
|
973,450
|
|
|
5.25
|
|
|
334,979
|
|
|
112,498
|
|
|
50
|
|
||||||
Interest-bearing deposits with banks and other
|
229,698
|
|
|
8,346
|
|
|
3.63
|
|
|
200,579
|
|
|
8,365
|
|
|
4.17
|
|
|
29,119
|
|
|
(19
|
)
|
|
(54
|
)
|
||||||
Total interest-earning assets
|
21,609,934
|
|
|
1,167,698
|
|
|
5.39
|
|
|
20,689,315
|
|
|
1,046,287
|
|
|
5.05
|
|
|
920,619
|
|
|
121,411
|
|
|
34
|
|
||||||
Other assets
|
1,452,214
|
|
|
|
|
|
|
1,362,652
|
|
|
|
|
|
|
89,562
|
|
|
|
|
|
||||||||||||
Total assets
|
$
|
23,062,148
|
|
|
|
|
|
|
$
|
22,051,967
|
|
|
|
|
|
|
$
|
1,010,181
|
|
|
|
|
|
|||||||||
Liabilities and Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Noninterest-bearing deposits
|
$
|
3,843,494
|
|
|
|
|
|
|
$
|
3,492,233
|
|
|
|
|
|
|
$
|
351,261
|
|
|
|
|
|
|||||||||
Interest-bearing deposits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Checking
|
2,438,040
|
|
|
714
|
|
|
0.03
|
|
|
2,541,407
|
|
|
379
|
|
|
0.01
|
|
|
(103,367
|
)
|
|
335
|
|
|
2
|
|
||||||
Savings
|
5,621,723
|
|
|
20,009
|
|
|
0.36
|
|
|
4,888,280
|
|
|
4,255
|
|
|
0.09
|
|
|
733,443
|
|
|
15,754
|
|
|
27
|
|
||||||
Money market
|
1,553,255
|
|
|
11,582
|
|
|
0.75
|
|
|
2,140,553
|
|
|
10,139
|
|
|
0.47
|
|
|
(587,298
|
)
|
|
1,443
|
|
|
28
|
|
||||||
Certificates of deposit
|
4,897,937
|
|
|
75,385
|
|
|
1.54
|
|
|
4,495,062
|
|
|
51,691
|
|
|
1.15
|
|
|
402,875
|
|
|
23,694
|
|
|
39
|
|
||||||
Total interest-bearing deposits
|
14,510,955
|
|
|
107,690
|
|
|
0.74
|
|
|
14,065,302
|
|
|
66,464
|
|
|
0.47
|
|
|
445,653
|
|
|
41,226
|
|
|
27
|
|
||||||
Total deposits
|
18,354,449
|
|
|
107,690
|
|
|
0.59
|
|
|
17,557,535
|
|
|
66,464
|
|
|
0.38
|
|
|
796,914
|
|
|
41,226
|
|
|
21
|
|
||||||
Borrowings:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Short-term borrowings
|
3,288
|
|
|
77
|
|
|
2.33
|
|
|
5,267
|
|
|
58
|
|
|
1.09
|
|
|
(1,979
|
)
|
|
19
|
|
|
124
|
|
||||||
Long-term borrowings
|
1,412,186
|
|
|
43,067
|
|
|
3.03
|
|
|
1,239,433
|
|
|
27,749
|
|
|
2.23
|
|
|
172,753
|
|
|
15,318
|
|
|
80
|
|
||||||
Total borrowings
|
1,415,474
|
|
|
43,144
|
|
|
3.02
|
|
|
1,244,700
|
|
|
27,807
|
|
|
2.22
|
|
|
170,774
|
|
|
15,337
|
|
|
80
|
|
||||||
Total interest-bearing liabilities
|
15,926,429
|
|
|
150,834
|
|
|
0.94
|
|
|
15,310,002
|
|
|
94,271
|
|
|
0.61
|
|
|
616,427
|
|
|
56,563
|
|
|
33
|
|
||||||
Total deposits and borrowings
|
19,769,923
|
|
|
150,834
|
|
|
0.76
|
|
|
18,802,235
|
|
|
94,271
|
|
|
0.50
|
|
|
967,688
|
|
|
56,563
|
|
|
26
|
|
||||||
Accrued expenses and other liabilities
|
761,723
|
|
|
|
|
|
|
713,794
|
|
|
|
|
|
|
47,929
|
|
|
|
|
|
||||||||||||
Total liabilities
|
20,531,646
|
|
|
|
|
|
|
19,516,029
|
|
|
|
|
|
|
1,015,617
|
|
|
|
|
|
||||||||||||
Total TCF Financial Corp. shareholders' equity
|
2,506,179
|
|
|
|
|
|
|
2,513,424
|
|
|
|
|
|
|
(7,245
|
)
|
|
|
|
|
||||||||||||
Non-controlling interest in subsidiaries
|
24,323
|
|
|
|
|
|
|
22,514
|
|
|
|
|
|
|
1,809
|
|
|
|
|
|
||||||||||||
Total equity
|
2,530,502
|
|
|
|
|
|
|
2,535,938
|
|
|
|
|
|
|
(5,436
|
)
|
|
|
|
|
||||||||||||
Total liabilities and equity
|
$
|
23,062,148
|
|
|
|
|
|
|
$
|
22,051,967
|
|
|
|
|
|
|
$
|
1,010,181
|
|
|
|
|
|
|||||||||
Net interest spread (FTE)
|
|
|
|
|
4.63
|
|
|
|
|
|
|
4.55
|
|
|
|
|
|
|
8
|
|
||||||||||||
Net interest income (FTE) and net interest margin (FTE)
|
|
|
$
|
1,016,864
|
|
|
4.69
|
|
|
|
|
$
|
952,016
|
|
|
4.59
|
|
|
|
|
$
|
64,848
|
|
|
10
|
|
||||||
Reconciliation to Reported Net Interest Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net interest income (FTE)
|
|
|
$
|
1,016,864
|
|
|
|
|
|
|
$
|
952,016
|
|
|
|
|
|
|
$
|
64,848
|
|
|
|
|||||||||
Adjustments for taxable equivalent interest(1)(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Loans
|
|
|
(3,813
|
)
|
|
|
|
|
|
(6,522
|
)
|
|
|
|
|
|
2,709
|
|
|
|
||||||||||||
Tax-exempt investment securities
|
|
|
(4,556
|
)
|
|
|
|
|
|
(8,020
|
)
|
|
|
|
|
|
3,464
|
|
|
|
||||||||||||
Total FTE adjustments
|
|
|
(8,369
|
)
|
|
|
|
|
|
(14,542
|
)
|
|
|
|
|
|
6,173
|
|
|
|
||||||||||||
Net interest income (GAAP)
|
|
|
$
|
1,008,495
|
|
|
|
|
|
|
$
|
937,474
|
|
|
|
|
|
|
$
|
71,021
|
|
|
|
|||||||||
Net interest margin (GAAP)
|
|
|
4.66
|
%
|
|
|
|
|
|
4.52
|
%
|
|
|
|
|
|
|
|
|
14
|
|
(1)
|
Interest and yields are presented on a FTE basis.
|
(2)
|
The yield on tax-exempt loans, leases and available-for-sale investment securities is computed on a FTE basis using a statutory federal income tax rate of 21% in 2018 and 35% for 2017. The presentation of net interest income on a FTE basis is not in accordance with GAAP, but is customary in the banking industry.
|
(3)
|
Average balances of loans and leases include nonaccrual loans and leases and are presented net of unearned income.
|
|
Year Ended December 31, 2019 vs. 2018
|
|
Year Ended December 31, 2018 vs. 2017
|
||||||||||||||||||||
|
Increase (Decrease)
Due to Changes in
|
|
|
|
Increase (Decrease)
Due to Changes in |
|
|
||||||||||||||||
(Dollars in thousands)
|
Average Volume(1)
|
|
Average Yield/Rate(1)
|
|
Total Change
|
|
Average Volume(1)
|
|
Average Yield/Rate(1)
|
|
Total Change
|
||||||||||||
Changes in Interest Income on Interest-Earning Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Federal Home Loan Bank and Federal Reserve Bank stocks
|
$
|
3,699
|
|
|
$
|
(1,287
|
)
|
|
$
|
2,412
|
|
|
$
|
220
|
|
|
$
|
1,272
|
|
|
$
|
1,492
|
|
Investment securities held-to-maturity
|
(251
|
)
|
|
(769
|
)
|
|
(1,020
|
)
|
|
(396
|
)
|
|
(70
|
)
|
|
(466
|
)
|
||||||
Investment securities available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Taxable
|
62,055
|
|
|
3,586
|
|
|
65,641
|
|
|
14,654
|
|
|
4,400
|
|
|
19,054
|
|
||||||
Tax-exempt
|
(7,450
|
)
|
|
502
|
|
|
(6,948
|
)
|
|
3,052
|
|
|
(4,274
|
)
|
|
(1,222
|
)
|
||||||
Loans and leases held-for-sale
|
13,023
|
|
|
(1,110
|
)
|
|
11,913
|
|
|
(7,250
|
)
|
|
(2,676
|
)
|
|
(9,926
|
)
|
||||||
Loans and leases
|
377,736
|
|
|
(27,708
|
)
|
|
350,028
|
|
|
17,936
|
|
|
94,562
|
|
|
112,498
|
|
||||||
Interest-bearing deposits with banks and other
|
8,746
|
|
|
(2,766
|
)
|
|
5,980
|
|
|
1,132
|
|
|
(1,151
|
)
|
|
(19
|
)
|
||||||
Total interest-earning assets
|
$
|
457,558
|
|
|
$
|
(29,552
|
)
|
|
$
|
428,006
|
|
|
$
|
29,348
|
|
|
$
|
92,063
|
|
|
$
|
121,411
|
|
Changes in Interest Expense on Interest-Bearing Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest-bearing deposits:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Checking
|
$
|
684
|
|
|
$
|
12,563
|
|
|
$
|
13,247
|
|
|
$
|
(16
|
)
|
|
$
|
351
|
|
|
$
|
335
|
|
Savings
|
6,877
|
|
|
25,201
|
|
|
32,078
|
|
|
730
|
|
|
15,024
|
|
|
15,754
|
|
||||||
Money market
|
12,275
|
|
|
13,758
|
|
|
26,033
|
|
|
(3,298
|
)
|
|
4,741
|
|
|
1,443
|
|
||||||
Certificates of deposit
|
20,769
|
|
|
26,340
|
|
|
47,109
|
|
|
4,967
|
|
|
18,727
|
|
|
23,694
|
|
||||||
Interest-bearing deposits
|
40,605
|
|
|
77,862
|
|
|
118,467
|
|
|
2,383
|
|
|
38,843
|
|
|
41,226
|
|
||||||
Short-term borrowings
|
20,791
|
|
|
(32
|
)
|
|
20,759
|
|
|
(28
|
)
|
|
47
|
|
|
19
|
|
||||||
Long-term borrowings
|
5,721
|
|
|
2,448
|
|
|
8,169
|
|
|
4,286
|
|
|
11,032
|
|
|
15,318
|
|
||||||
Total interest-bearing liabilities
|
$
|
67,117
|
|
|
$
|
80,278
|
|
|
$
|
147,395
|
|
|
$
|
6,641
|
|
|
$
|
49,922
|
|
|
$
|
56,563
|
|
Total change in net interest income (FTE)(2)
|
$
|
390,441
|
|
|
$
|
(109,830
|
)
|
|
$
|
280,611
|
|
|
$
|
22,707
|
|
|
$
|
42,141
|
|
|
$
|
64,848
|
|
(1)
|
Changes attributable to the combined impact of volume and rate have been allocated proportionately to the change due to volume and the change due to rate.
|
(2)
|
Computed on a FTE basis using a federal income tax rate of 21% for both 2019 and 2018 and 35% in 2017. The presentation of net interest income on a FTE basis is not in accordance with GAAP, but is customary in the banking industry.
|
|
Year Ended December 31,
|
Change
|
|||||||||||||||
(Dollars in thousands)
|
2019
|
|
2018
|
|
2017
|
|
2019 / 2018
|
|
2018 / 2017
|
||||||||
Leasing revenue
|
$
|
163,718
|
|
|
$
|
172,603
|
|
|
$
|
134,460
|
|
|
(5.1
|
)
|
|
28.4
|
|
Fees and service charges on deposit accounts
|
127,860
|
|
|
113,242
|
|
|
115,567
|
|
|
12.9
|
|
|
(2.0
|
)
|
|||
Card and ATM revenue
|
87,221
|
|
|
78,406
|
|
|
75,165
|
|
|
11.2
|
|
|
4.3
|
|
|||
Net gains on sales of loans and leases
|
26,308
|
|
|
33,695
|
|
|
45,318
|
|
|
(21.9
|
)
|
|
(25.6
|
)
|
|||
Servicing fee revenue
|
20,776
|
|
|
27,334
|
|
|
41,347
|
|
|
(24.0
|
)
|
|
(33.9
|
)
|
|||
Wealth management revenue
|
10,413
|
|
|
—
|
|
|
—
|
|
|
N.M.
|
|
|
—
|
|
|||
Net gains on investment securities
|
7,425
|
|
|
348
|
|
|
237
|
|
|
N.M.
|
|
|
46.8
|
|
|||
Other
|
21,811
|
|
|
28,769
|
|
|
23,969
|
|
|
(24.2
|
)
|
|
20.0
|
|
|||
Total noninterest income
|
$
|
465,532
|
|
|
$
|
454,397
|
|
|
$
|
436,063
|
|
|
2.5
|
|
|
4.2
|
|
Total noninterest income as a percentage of total revenue
|
26.5
|
%
|
|
31.1
|
%
|
|
31.8
|
%
|
|
|
|
|
|
Year Ended December 31,
|
|
Change
|
|
||||||||||||||
(Dollars in thousands)
|
2019
|
|
2018
|
|
2017
|
|
2019 / 2018
|
|
2018 / 2017
|
|
||||||||
Compensation and employee benefits
|
$
|
576,922
|
|
|
$
|
502,196
|
|
|
$
|
503,618
|
|
|
14.9
|
|
%
|
(0.3
|
)
|
%
|
Occupancy and equipment
|
189,560
|
|
|
165,839
|
|
|
156,913
|
|
|
14.3
|
|
|
5.7
|
|
|
|||
Lease financing equipment depreciation
|
76,426
|
|
|
73,829
|
|
|
55,901
|
|
|
3.5
|
|
|
32.1
|
|
|
|||
Net foreclosed real estate and repossessed assets
|
13,523
|
|
|
17,050
|
|
|
17,756
|
|
|
(20.7
|
)
|
|
(4.0
|
)
|
|
|||
Merger-related expenses
|
171,968
|
|
|
—
|
|
|
—
|
|
|
N.M.
|
|
|
—
|
|
|
|||
Other
|
303,716
|
|
|
255,486
|
|
|
325,746
|
|
|
18.9
|
|
|
(21.6
|
)
|
|
|||
Total noninterest expense
|
$
|
1,332,115
|
|
|
$
|
1,014,400
|
|
|
$
|
1,059,934
|
|
|
31.3
|
|
|
(4.3
|
)
|
|
Full-time equivalent staff (at period end)
|
7,762
|
|
|
5,278
|
|
|
5,774
|
|
|
47.1
|
|
|
(8.6
|
)
|
|
|||
Efficiency ratio
|
75.92
|
%
|
|
69.34
|
%
|
|
77.17
|
%
|
|
658
|
|
bps
|
(783
|
)
|
bps
|
|||
Adjusted efficiency ratio (non-GAAP)(1)
|
60.58
|
|
|
64.77
|
|
|
69.71
|
|
|
(419
|
)
|
|
(494
|
)
|
|
(1)
|
See "Consolidated Financial Condition Analysis - Non-GAAP Financial Measures" in this Management's Discussion and Analysis for further information.
|
|
At December 31, 2019
|
|
At December 31, 2018
|
|
At December 31, 2017
|
||||||||||||||||||
(In thousands)
|
Amortized Cost
|
|
Fair value
|
|
Amortized Cost
|
|
Fair value
|
|
Amortized Cost
|
|
Fair value
|
||||||||||||
Investment securities available-for-sale
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Government and government-sponsored enterprises
|
$
|
235,045
|
|
|
$
|
234,385
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Obligations of states and political subdivisions
|
852,096
|
|
|
863,855
|
|
|
566,304
|
|
|
556,871
|
|
|
810,159
|
|
|
814,327
|
|
||||||
Residential mortgage-backed securities
|
4,866,473
|
|
|
4,929,718
|
|
|
1,930,700
|
|
|
1,913,194
|
|
|
908,195
|
|
|
894,691
|
|
||||||
Commercial mortgage-backed securities
|
685,212
|
|
|
691,613
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Corporate debt and trust preferred securities
|
451
|
|
|
430
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total investment securities available-for-sale
|
$
|
6,639,277
|
|
|
$
|
6,720,001
|
|
|
$
|
2,497,004
|
|
|
$
|
2,470,065
|
|
|
$
|
1,718,354
|
|
|
$
|
1,709,018
|
|
Investment securities held-to-maturity
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential mortgage-backed securities
|
$
|
135,769
|
|
|
$
|
141,168
|
|
|
$
|
146,052
|
|
|
$
|
146,467
|
|
|
$
|
158,776
|
|
|
$
|
162,826
|
|
Corporate debt and trust preferred securities
|
3,676
|
|
|
3,676
|
|
|
2,800
|
|
|
2,800
|
|
|
2,800
|
|
|
2,800
|
|
||||||
Total investment securities held-to-maturity
|
$
|
139,445
|
|
|
$
|
144,844
|
|
|
$
|
148,852
|
|
|
$
|
149,267
|
|
|
$
|
161,576
|
|
|
$
|
165,626
|
|
Total investment securities
|
$
|
6,778,722
|
|
|
$
|
6,864,845
|
|
|
$
|
2,645,856
|
|
|
$
|
2,619,332
|
|
|
$
|
1,879,930
|
|
|
$
|
1,874,644
|
|
|
At December 31, 2019
|
||||||||||||||||||||||||||||||||||||||||
|
Government and Government-sponsored Enterprises
|
|
Obligations of States and Political Subdivisions
|
|
Residential mortgage-backed Securities
|
|
Commercial mortgage-backed Securities
|
|
Corporate Debt And Trust Preferred Securities
|
|
Total
|
||||||||||||||||||||||||||||||
(Dollars in thousands)
|
Amount
|
|
Yield (1)
|
|
Amount
|
|
Yield (1)
|
|
Amount
|
|
Yield (1)
|
|
Amount
|
|
Yield (1)
|
|
Amount
|
|
Yield (1)
|
|
Amount
|
|
Yield (1)
|
||||||||||||||||||
Investment securities available-for-sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Due in one year or less
|
$
|
—
|
|
|
—
|
%
|
|
$
|
66,112
|
|
|
2.16
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
66,112
|
|
|
2.16
|
%
|
Due in 1-5 years
|
—
|
|
|
—
|
|
|
166,252
|
|
|
2.64
|
|
|
22,762
|
|
|
1.89
|
|
|
3,051
|
|
|
1.77
|
|
|
—
|
|
|
—
|
|
|
192,065
|
|
|
2.51
|
|
||||||
Due in 5-10 years
|
24,666
|
|
|
3.11
|
|
|
182,658
|
|
|
2.79
|
|
|
116,199
|
|
|
2.02
|
|
|
232,000
|
|
|
2.69
|
|
|
—
|
|
|
—
|
|
|
555,523
|
|
|
1.48
|
|
||||||
Due after 10 years
|
209,719
|
|
|
2.99
|
|
|
448,833
|
|
|
2.87
|
|
|
4,790,757
|
|
|
2.93
|
|
|
456,562
|
|
|
2.69
|
|
|
430
|
|
|
6.6
|
|
|
5,906,301
|
|
|
2.70
|
|
||||||
Total
|
$
|
234,385
|
|
|
3.00
|
%
|
|
$
|
863,855
|
|
|
2.75
|
%
|
|
$
|
4,929,718
|
|
|
2.90
|
%
|
|
$
|
691,613
|
|
|
2.69
|
%
|
|
$
|
430
|
|
|
6.60
|
%
|
|
$
|
6,720,001
|
|
|
2.87
|
%
|
Investment securities held-to-maturity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Due in 1-5 years
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
3,550
|
|
|
2.84
|
%
|
|
$
|
3,550
|
|
|
2.84
|
%
|
Due in 5-10 years
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
58
|
|
|
6.50
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
58
|
|
|
6.50
|
|
||||||
Due after 10 years
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
135,711
|
|
|
2.47
|
|
|
—
|
|
|
—
|
|
|
126
|
|
|
6.00
|
|
|
135,837
|
|
|
2.47
|
|
||||||
Total
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
135,769
|
|
|
2.47
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
3,676
|
|
|
2.95
|
%
|
|
$
|
139,445
|
|
|
2.48
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Compound Annual
|
||||||||||||||
|
|
|
Growth Rate
|
||||||||||||||||||||||
|
At December 31,
|
|
1-Year
|
|
5-Year
|
||||||||||||||||||||
(Dollars in thousands)
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2019 / 2018
|
|
2019 / 2015
|
||||||||||||
Commercial loan and lease portfolio:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
$
|
11,439,602
|
|
|
$
|
6,298,240
|
|
|
$
|
5,920,423
|
|
|
$
|
5,180,864
|
|
|
$
|
4,647,038
|
|
|
81.6
|
%
|
|
19.7
|
%
|
Commercial real estate
|
9,136,870
|
|
|
2,830,705
|
|
|
2,681,827
|
|
|
2,593,409
|
|
|
2,555,965
|
|
|
222.8
|
|
|
29.0
|
|
|||||
Lease financing
|
2,699,869
|
|
|
2,530,163
|
|
|
2,461,182
|
|
|
2,319,579
|
|
|
2,102,576
|
|
|
6.7
|
|
|
5.1
|
|
|||||
Total commercial loan and lease portfolio
|
23,276,341
|
|
|
11,659,108
|
|
|
11,063,432
|
|
|
10,093,852
|
|
|
9,305,579
|
|
|
99.6
|
|
|
20.1
|
|
|||||
Consumer loan portfolio:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential mortgage
|
6,179,805
|
|
|
2,335,835
|
|
|
1,826,988
|
|
|
2,131,839
|
|
|
2,442,012
|
|
|
164.6
|
|
|
20.4
|
|
|||||
Consumer installment
|
1,542,411
|
|
|
2,003,572
|
|
|
3,222,156
|
|
|
2,666,511
|
|
|
2,666,892
|
|
|
(23.0
|
)
|
|
(10.4
|
)
|
|||||
Home equity
|
3,498,907
|
|
|
3,074,505
|
|
|
2,992,708
|
|
|
2,952,514
|
|
|
3,022,261
|
|
|
13.8
|
|
|
3.0
|
|
|||||
Total consumer loan portfolio
|
11,221,123
|
|
|
7,413,912
|
|
|
8,041,852
|
|
|
7,750,864
|
|
|
8,131,165
|
|
|
51.4
|
|
|
6.7
|
|
|||||
Total loans and leases
|
$
|
34,497,464
|
|
|
$
|
19,073,020
|
|
|
$
|
19,105,284
|
|
|
$
|
17,844,716
|
|
|
$
|
17,436,744
|
|
|
80.9
|
|
|
14.6
|
|
|
At December 31, 2019(1)
|
||||||||||||||||||||||||||
(in thousands)
|
Commercial and industrial
|
|
Commercial real estate
|
|
Lease
Financing
|
|
Residential mortgage
|
|
Consumer installment
|
|
Home equity
|
|
Total
|
||||||||||||||
Amounts due:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Within 1 year
|
$
|
7,634,565
|
|
|
4,137,502
|
|
|
$
|
922,997
|
|
|
$
|
408,948
|
|
|
$
|
84,900
|
|
|
$
|
391,181
|
|
|
$
|
13,580,093
|
|
|
1 to 5 years
|
3,413,955
|
|
|
3,701,557
|
|
|
1,715,310
|
|
|
1,268,764
|
|
|
594,720
|
|
|
271,556
|
|
|
10,965,862
|
|
|||||||
Over 5 years
|
391,082
|
|
|
1,297,811
|
|
|
61,562
|
|
|
4,502,093
|
|
|
862,791
|
|
|
2,836,170
|
|
|
9,951,509
|
|
|||||||
Total
|
11,439,602
|
|
|
9,136,870
|
|
|
2,699,869
|
|
|
6,179,805
|
|
|
1,542,411
|
|
|
3,498,907
|
|
|
34,497,464
|
|
|||||||
Amounts due after 1 year:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Fixed-rate loans and leases
|
3,023,287
|
|
|
2,640,985
|
|
|
1,774,374
|
|
|
2,123,078
|
|
|
1,449,193
|
|
|
1,622,162
|
|
|
12,633,079
|
|
|||||||
Variable- and adjustable-rate loans and leases
|
781,750
|
|
|
2,358,383
|
|
|
2,498
|
|
|
3,647,779
|
|
|
8,318
|
|
|
1,485,564
|
|
|
8,284,292
|
|
|||||||
Total after 1 year
|
$
|
3,805,037
|
|
|
$
|
4,999,368
|
|
|
$
|
1,776,872
|
|
|
$
|
5,770,857
|
|
|
$
|
1,457,511
|
|
|
3,107,726
|
|
|
20,917,371
|
|
(1)
|
This table does not include the effect of prepayments, which is an important consideration in management's interest-rate risk analysis. Our experience indicates that loans and leases remain outstanding for significantly shorter periods than their contractual terms.
|
|
At December 31,
|
||||||||||||
|
2019
|
2018
|
|||||||||||
(Dollars in thousands)
|
Balance
|
|
Percent
of Total
|
|
Balance
|
|
Percent
of Total
|
||||||
Specialty vehicles
|
$
|
585,829
|
|
|
21.7
|
%
|
|
$
|
522,384
|
|
|
20.6
|
%
|
Golf cart and turf equipment
|
473,476
|
|
|
17.5
|
|
|
426,389
|
|
|
16.9
|
|
||
Medical equipment
|
377,998
|
|
|
14.0
|
|
|
306,729
|
|
|
12.1
|
|
||
Technology and data processing equipment
|
248,187
|
|
|
9.2
|
|
|
245,837
|
|
|
9.7
|
|
||
Manufacturing equipment
|
226,833
|
|
|
8.4
|
|
|
278,952
|
|
|
11.0
|
|
||
Construction equipment
|
180,963
|
|
|
6.7
|
|
|
175,429
|
|
|
6.9
|
|
||
Material handling
|
138,182
|
|
|
5.1
|
|
|
79,043
|
|
|
3.1
|
|
||
Agricultural equipment
|
92,392
|
|
|
3.4
|
|
|
92,613
|
|
|
3.7
|
|
||
Trucks and trailers
|
91,711
|
|
|
3.4
|
|
|
85,645
|
|
|
3.4
|
|
||
Other
|
284,298
|
|
|
10.6
|
|
|
317,142
|
|
|
12.6
|
|
||
Total
|
$
|
2,699,869
|
|
|
100.0
|
%
|
|
$
|
2,530,163
|
|
|
100.0
|
%
|
•
|
Loans and leases that are over 90-days delinquent and accruing generally are a leading indicator for future charge-off trends.
|
•
|
Nonaccrual loans and leases have been charged down to the estimated fair value of the collateral less estimated selling costs, or reserved for expected loss upon workout.
|
•
|
Within the performing loans and leases, we classify customers within regulatory classification guidelines. Loans and leases that are "classified" are loans or leases that management has concerns regarding the ability of the borrowers to meet existing loan or lease terms and conditions, but may never become nonaccrual or result in a loss.
|
|
90 Days or More Delinquent and Accruing(1)
|
|
Percentage of Period-end Loans and Leases
|
|||||||||||||||||||||||||||||||
|
At December 31,
|
|||||||||||||||||||||||||||||||||
(Dollars in thousands)
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
Commercial loan and lease portfolio:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Commercial and industrial
|
$
|
331
|
|
|
$
|
760
|
|
|
$
|
1,216
|
|
|
$
|
75
|
|
|
$
|
48
|
|
|
—
|
%
|
|
0.01
|
%
|
|
0.02
|
%
|
|
—
|
%
|
|
—
|
%
|
Commercial real estate
|
1,440
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.02
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Lease financing
|
1,901
|
|
|
1,882
|
|
|
918
|
|
|
1,009
|
|
|
547
|
|
|
0.07
|
|
|
0.07
|
|
|
0.04
|
|
|
0.04
|
|
|
0.03
|
|
|||||
Total commercial loan and lease portfolio
|
3,672
|
|
|
2,642
|
|
|
2,134
|
|
|
1,084
|
|
|
595
|
|
|
0.02
|
|
|
0.02
|
|
|
0.02
|
|
|
0.01
|
|
|
0.01
|
|
|||||
Consumer loan portfolio:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Residential mortgage
|
559
|
|
|
1,275
|
|
|
593
|
|
|
2,144
|
|
|
2,917
|
|
|
0.01
|
|
|
0.06
|
|
|
0.03
|
|
|
0.11
|
|
|
0.13
|
|
|||||
Consumer installment
|
108
|
|
|
3,349
|
|
|
3,005
|
|
|
2,323
|
|
|
1,237
|
|
|
0.01
|
|
|
0.17
|
|
|
0.09
|
|
|
0.09
|
|
|
0.05
|
|
|||||
Home equity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total consumer loan portfolio
|
667
|
|
|
4,624
|
|
|
3,598
|
|
|
4,467
|
|
|
4,191
|
|
|
0.01
|
|
|
0.06
|
|
|
0.05
|
|
|
0.06
|
|
|
0.05
|
|
|||||
Portfolios acquired with deteriorated credit quality
|
25,737
|
|
|
178
|
|
|
1,200
|
|
|
—
|
|
|
—
|
|
|
10.43
|
|
|
4.65
|
|
|
10.13
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
30,076
|
|
|
$
|
7,444
|
|
|
$
|
6,932
|
|
|
$
|
5,551
|
|
|
$
|
4,786
|
|
|
0.09
|
%
|
|
0.04
|
%
|
|
0.04
|
%
|
|
0.03
|
%
|
|
0.03
|
%
|
(1)
|
Excludes nonaccrual loans and leases
|
|
At December 31,
|
||||||||||||||||||
(Dollars in thousands)
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Commercial loan and lease portfolio:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
$
|
53,812
|
|
|
$
|
26,061
|
|
|
$
|
10,958
|
|
|
$
|
10,587
|
|
|
$
|
9,039
|
|
Commercial real estate
|
29,735
|
|
|
4,518
|
|
|
6,785
|
|
|
5,564
|
|
|
6,739
|
|
|||||
Lease financing
|
10,957
|
|
|
7,993
|
|
|
10,247
|
|
|
5,782
|
|
|
6,907
|
|
|||||
Total commercial loan and lease portfolio
|
94,504
|
|
|
38,572
|
|
|
27,990
|
|
|
21,933
|
|
|
22,685
|
|
|||||
Consumer loan portfolio:
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential mortgage
|
38,577
|
|
|
33,111
|
|
|
61,951
|
|
|
106,124
|
|
|
124,156
|
|
|||||
Consumer installment
|
714
|
|
|
8,581
|
|
|
7,367
|
|
|
7,042
|
|
|
9,511
|
|
|||||
Home equity
|
35,863
|
|
|
25,654
|
|
|
21,274
|
|
|
46,346
|
|
|
44,114
|
|
|||||
Total consumer loan portfolio
|
75,154
|
|
|
67,346
|
|
|
90,592
|
|
|
159,512
|
|
|
177,781
|
|
|||||
Total nonaccrual loans and leases
|
169,658
|
|
|
105,918
|
|
|
118,582
|
|
|
181,445
|
|
|
200,466
|
|
|||||
Other real estate owned
|
34,256
|
|
|
17,403
|
|
|
18,225
|
|
|
46,797
|
|
|
49,982
|
|
|||||
Total nonperforming assets
|
$
|
203,914
|
|
|
$
|
123,321
|
|
|
$
|
136,807
|
|
|
$
|
228,242
|
|
|
$
|
250,448
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Nonaccrual loans and leases as a percentage of total loans and leases
|
0.49
|
%
|
|
0.56
|
%
|
|
0.62
|
%
|
|
1.02
|
%
|
|
1.15
|
%
|
|||||
Nonperforming assets as a percentage of total loans and leases and other real estate owned
|
0.59
|
|
|
0.65
|
|
|
0.72
|
|
|
1.28
|
|
|
1.43
|
|
|||||
Allowance for loan and lease losses as a percentage of nonaccrual loans and leases
|
66.64
|
|
|
148.65
|
|
|
144.24
|
|
|
88.33
|
|
|
77.85
|
|
|
At or For the Year Ended December 31, 2019
|
||||||||||
(in thousands)
|
Consumer Loan Portfolio
|
|
Commercial Loan and Lease Portfolio
|
|
Total
|
||||||
Balance, beginning of period
|
$
|
67,346
|
|
|
$
|
38,572
|
|
|
$
|
105,918
|
|
Acquired in the Merger
|
16,414
|
|
|
64,830
|
|
|
81,244
|
|
|||
Additions
|
77,841
|
|
|
156,436
|
|
|
234,277
|
|
|||
Charge-offs
|
(9,580
|
)
|
|
(36,208
|
)
|
|
(45,788
|
)
|
|||
Transfers to other assets
|
(17,126
|
)
|
|
(19,779
|
)
|
|
(36,905
|
)
|
|||
Return to accrual status
|
(7,770
|
)
|
|
(39,356
|
)
|
|
(47,126
|
)
|
|||
Payments received
|
(25,126
|
)
|
|
(72,979
|
)
|
|
(98,105
|
)
|
|||
Sales
|
(26,722
|
)
|
|
—
|
|
|
(26,722
|
)
|
|||
Other, net
|
(123
|
)
|
|
2,988
|
|
|
2,865
|
|
|||
Balance, end of period
|
$
|
75,154
|
|
|
$
|
94,504
|
|
|
$
|
169,658
|
|
|
|
|
|
|
|
||||||
|
At or For the Year Ended December 31, 2018
|
||||||||||
(in thousands)
|
Consumer Loan Portfolio
|
|
Commercial Loan and Lease Portfolio
|
|
Total
|
||||||
Balance, beginning of period
|
$
|
90,592
|
|
|
$
|
27,990
|
|
|
$
|
118,582
|
|
Additions
|
67,515
|
|
|
70,921
|
|
|
138,436
|
|
|||
Charge-offs
|
(9,804
|
)
|
|
(14,727
|
)
|
|
(24,531
|
)
|
|||
Transfers to other assets
|
(19,578
|
)
|
|
(14,595
|
)
|
|
(34,173
|
)
|
|||
Return to accrual status
|
(6,289
|
)
|
|
(4,690
|
)
|
|
(10,979
|
)
|
|||
Payments received
|
(19,048
|
)
|
|
(28,412
|
)
|
|
(47,460
|
)
|
|||
Sales
|
(35,786
|
)
|
|
—
|
|
|
(35,786
|
)
|
|||
Other, net
|
(256
|
)
|
|
2,085
|
|
|
1,829
|
|
|||
Balance, end of period
|
$
|
67,346
|
|
|
$
|
38,572
|
|
|
$
|
105,918
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Contractual interest due on nonaccrual loans and leases
|
$
|
17,310
|
|
|
$
|
10,921
|
|
|
$
|
15,009
|
|
Interest income recognized on nonaccrual loans and leases
|
5,514
|
|
|
1,351
|
|
|
2,982
|
|
|||
Unrecognized interest income
|
$
|
11,796
|
|
|
$
|
9,570
|
|
|
$
|
12,027
|
|
|
At December 31, 2019
|
||||||||||
|
Non-classified
|
|
Classified
|
|
Total
|
||||||
(In thousands)
|
|
|
|
|
|||||||
Commercial loan and lease portfolio:
|
|
|
|
|
|
||||||
Commercial and industrial
|
$
|
11,246,036
|
|
|
$
|
193,566
|
|
|
$
|
11,439,602
|
|
Commercial real estate
|
9,061,475
|
|
|
75,395
|
|
|
9,136,870
|
|
|||
Lease financing
|
2,674,965
|
|
|
24,904
|
|
|
2,699,869
|
|
|||
Total commercial loan and lease portfolio
|
22,982,476
|
|
|
293,865
|
|
|
23,276,341
|
|
|||
Consumer loan portfolio:
|
|
|
|
|
|
|
|
|
|||
Residential mortgage
|
6,135,661
|
|
|
44,144
|
|
|
6,179,805
|
|
|||
Consumer installment
|
1,541,524
|
|
|
887
|
|
|
1,542,411
|
|
|||
Home equity
|
3,457,748
|
|
|
41,159
|
|
|
3,498,907
|
|
|||
Total consumer loan portfolio
|
11,134,933
|
|
|
86,190
|
|
|
11,221,123
|
|
|||
Total loans and leases
|
$
|
34,117,409
|
|
|
$
|
380,055
|
|
|
$
|
34,497,464
|
|
|
At December 31, 2018
|
||||||||||
|
Non-classified
|
|
Classified
|
|
Total
|
||||||
(In thousands)
|
|
|
|
|
|||||||
Commercial loan and lease portfolio:
|
|
|
|
|
|
|
|||||
Commercial and industrial
|
$
|
6,191,617
|
|
|
$
|
106,623
|
|
|
$
|
6,298,240
|
|
Commercial real estate
|
2,804,967
|
|
|
25,738
|
|
|
2,830,705
|
|
|||
Lease financing
|
2,506,159
|
|
|
24,004
|
|
|
2,530,163
|
|
|||
Total commercial loan and lease portfolio
|
11,502,743
|
|
|
156,365
|
|
|
11,659,108
|
|
|||
Consumer loan portfolio:
|
|
|
|
|
|
|
|
|
|||
Residential mortgage
|
2,298,346
|
|
|
37,489
|
|
|
2,335,835
|
|
|||
Consumer installment
|
1,983,146
|
|
|
20,426
|
|
|
2,003,572
|
|
|||
Home equity
|
3,047,043
|
|
|
27,462
|
|
|
3,074,505
|
|
|||
Total consumer loan portfolio
|
7,328,535
|
|
|
85,377
|
|
|
7,413,912
|
|
|||
Total loans and leases
|
$
|
18,831,278
|
|
|
$
|
241,742
|
|
|
$
|
19,073,020
|
|
|
At December 31,
|
||||||||||||||||||
(Dollars in thousands)
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Accruing TDR Loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial loan and lease portfolio
|
$
|
12,986
|
|
|
$
|
12,665
|
|
|
$
|
22,512
|
|
|
$
|
25,106
|
|
|
$
|
27,686
|
|
Consumer loan portfolio
|
12,403
|
|
|
85,794
|
|
|
91,559
|
|
|
100,935
|
|
|
107,597
|
|
|||||
Total
|
25,389
|
|
|
98,459
|
|
|
114,071
|
|
|
126,041
|
|
|
135,283
|
|
|||||
Nonaccrual TDR Loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial loan and lease portfolio
|
5,356
|
|
|
6,153
|
|
|
1,972
|
|
|
3,877
|
|
|
7,829
|
|
|||||
Consumer loan portfolio
|
14,875
|
|
|
22,554
|
|
|
39,634
|
|
|
77,465
|
|
|
87,495
|
|
|||||
Total
|
20,231
|
|
|
28,707
|
|
|
41,606
|
|
|
81,342
|
|
|
95,324
|
|
|||||
Total TDR loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial loan and lease portfolio
|
18,342
|
|
|
18,818
|
|
|
24,484
|
|
|
28,983
|
|
|
35,515
|
|
|||||
Consumer loan portfolio
|
27,278
|
|
|
108,348
|
|
|
131,193
|
|
|
178,400
|
|
|
195,092
|
|
|||||
Total
|
$
|
45,620
|
|
|
$
|
127,166
|
|
|
$
|
155,677
|
|
|
$
|
207,383
|
|
|
$
|
230,607
|
|
Over 90-day delinquency as a percentage of total accruing TDR loans
|
0.52
|
%
|
|
0.14
|
%
|
|
—
|
%
|
|
0.30
|
%
|
|
0.71
|
%
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Contractual interest due on TDR loans
|
$
|
6,157
|
|
|
$
|
6,842
|
|
|
$
|
7,588
|
|
Interest income recognized on TDR loans
|
4,325
|
|
|
4,673
|
|
|
5,185
|
|
|||
Unrecognized interest income
|
$
|
1,832
|
|
|
$
|
2,169
|
|
|
$
|
2,403
|
|
|
Credit Loss Reserves
|
|
Credit Loss Reserves as a
Percentage of Portfolio
|
||||||||||||||||||||||||||
|
At December 31,
|
|
At December 31,
|
||||||||||||||||||||||||||
(Dollars in thousands)
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Commercial loan and lease portfolio:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Commercial and industrial
|
42,430
|
|
|
41,103
|
|
|
35,451
|
|
|
33,193
|
|
|
28,165
|
|
|
0.38
|
%
|
|
0.66
|
%
|
|
0.61
|
%
|
|
0.65
|
%
|
|
0.61
|
%
|
Commercial real estate
|
27,308
|
|
|
22,877
|
|
|
24,842
|
|
|
22,785
|
|
|
22,215
|
|
|
0.29
|
|
|
0.79
|
|
|
0.90
|
|
|
0.86
|
|
|
0.86
|
|
Lease financing
|
14,742
|
|
|
13,449
|
|
|
12,663
|
|
|
11,999
|
|
|
9,951
|
|
|
0.55
|
|
|
0.53
|
|
|
0.51
|
|
|
0.52
|
|
|
0.47
|
|
Total commercial loan and lease portfolio
|
84,480
|
|
|
77,429
|
|
|
72,956
|
|
|
67,977
|
|
|
60,331
|
|
|
0.36
|
|
|
0.66
|
|
|
0.66
|
|
|
0.67
|
|
|
0.65
|
|
Consumer loan portfolio:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential mortgage
|
8,099
|
|
|
21,436
|
|
|
26,698
|
|
|
33,829
|
|
|
36,887
|
|
|
0.13
|
|
|
0.92
|
|
|
1.46
|
|
|
1.59
|
|
|
1.51
|
|
Consumer installment
|
2,678
|
|
|
35,151
|
|
|
50,917
|
|
|
32,843
|
|
|
27,732
|
|
|
0.17
|
|
|
1.75
|
|
|
1.58
|
|
|
1.23
|
|
|
1.01
|
|
Home equity
|
17,795
|
|
|
23,430
|
|
|
20,470
|
|
|
25,620
|
|
|
31,104
|
|
|
0.51
|
|
|
0.76
|
|
|
0.68
|
|
|
0.87
|
|
|
1.03
|
|
Total consumer loan portfolio
|
28,572
|
|
|
80,017
|
|
|
98,085
|
|
|
92,292
|
|
|
95,723
|
|
|
0.25
|
|
|
1.08
|
|
|
1.22
|
|
|
1.19
|
|
|
1.17
|
|
Total allowance for loan and lease losses
|
113,052
|
|
|
157,446
|
|
|
171,041
|
|
|
160,269
|
|
|
156,054
|
|
|
0.33
|
|
|
0.83
|
|
|
0.90
|
|
|
0.90
|
|
|
0.90
|
|
Other credit loss reserves:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Reserves for unfunded commitments
|
3,528
|
|
|
1,429
|
|
|
1,479
|
|
|
1,115
|
|
|
1,044
|
|
|
N.A.
|
|
|
N.A.
|
|
|
N.A.
|
|
|
N.A.
|
|
|
N.A.
|
|
Total credit loss reserves
|
116,580
|
|
|
158,875
|
|
|
172,520
|
|
|
161,384
|
|
|
157,098
|
|
|
0.34
|
%
|
|
0.83
|
%
|
|
0.90
|
%
|
|
0.90
|
%
|
|
0.90
|
%
|
|
Year Ended December 31,
|
||||||||||||||||||
(Dollars in thousands)
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Balance, beginning of period
|
$
|
157,446
|
|
|
$
|
171,041
|
|
|
$
|
160,269
|
|
|
$
|
156,054
|
|
|
$
|
164,169
|
|
Charge-offs:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial loan and lease portfolio:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
(39,566
|
)
|
|
(16,005
|
)
|
|
(8,840
|
)
|
|
(7,450
|
)
|
|
(7,457
|
)
|
|||||
Commercial real estate
|
(302
|
)
|
|
—
|
|
|
(3,608
|
)
|
|
(752
|
)
|
|
(5,225
|
)
|
|||||
Lease financing
|
(7,587
|
)
|
|
(4,203
|
)
|
|
(6,813
|
)
|
|
(2,912
|
)
|
|
(2,699
|
)
|
|||||
Total commercial loan and lease portfolio
|
(47,455
|
)
|
|
(20,208
|
)
|
|
(19,261
|
)
|
|
(11,114
|
)
|
|
(15,381
|
)
|
|||||
Consumer loan portfolio:
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential mortgage
|
(3,456
|
)
|
|
(3,417
|
)
|
|
(5,592
|
)
|
|
(9,710
|
)
|
|
(18,061
|
)
|
|||||
Consumer installment
|
(43,805
|
)
|
|
(57,393
|
)
|
|
(47,969
|
)
|
|
(34,346
|
)
|
|
(25,478
|
)
|
|||||
Home equity
|
(3,219
|
)
|
|
(3,710
|
)
|
|
(6,270
|
)
|
|
(8,915
|
)
|
|
(15,627
|
)
|
|||||
Total consumer loan portfolio
|
(50,480
|
)
|
|
(64,520
|
)
|
|
(59,831
|
)
|
|
(52,971
|
)
|
|
(59,166
|
)
|
|||||
Total charge-offs
|
(97,935
|
)
|
|
(84,728
|
)
|
|
(79,092
|
)
|
|
(64,085
|
)
|
|
(74,547
|
)
|
|||||
Recoveries:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial loan and lease portfolio:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
5,120
|
|
|
1,606
|
|
|
1,840
|
|
|
1,924
|
|
|
3,878
|
|
|||||
Commercial real estate
|
322
|
|
|
183
|
|
|
777
|
|
|
308
|
|
|
2,032
|
|
|||||
Lease financing
|
1,289
|
|
|
1,427
|
|
|
1,119
|
|
|
1,343
|
|
|
1,670
|
|
|||||
Total commercial loan and lease portfolio
|
6,731
|
|
|
3,216
|
|
|
3,736
|
|
|
3,575
|
|
|
7,580
|
|
|||||
Consumer loan portfolio:
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential mortgage
|
4,271
|
|
|
5,261
|
|
|
6,100
|
|
|
1,115
|
|
|
1,033
|
|
|||||
Consumer installment
|
13,693
|
|
|
14,738
|
|
|
10,135
|
|
|
8,211
|
|
|
8,005
|
|
|||||
Home equity
|
5,689
|
|
|
6,488
|
|
|
14,681
|
|
|
5,949
|
|
|
6,395
|
|
|||||
Total consumer loan portfolio
|
23,653
|
|
|
26,487
|
|
|
30,916
|
|
|
15,275
|
|
|
15,433
|
|
|||||
Total recoveries
|
30,384
|
|
|
29,703
|
|
|
34,652
|
|
|
18,850
|
|
|
23,013
|
|
|||||
Net charge-offs
|
(67,551
|
)
|
|
(55,025
|
)
|
|
(44,440
|
)
|
|
(45,235
|
)
|
|
(51,534
|
)
|
|||||
Provision for credit losses
|
65,282
|
|
|
46,768
|
|
|
68,443
|
|
|
65,874
|
|
|
52,944
|
|
|||||
Other(1)
|
(42,125
|
)
|
|
(5,338
|
)
|
|
(13,231
|
)
|
|
(16,424
|
)
|
|
(9,525
|
)
|
|||||
Balance, end of period
|
$
|
113,052
|
|
|
$
|
157,446
|
|
|
$
|
171,041
|
|
|
$
|
160,269
|
|
|
$
|
156,054
|
|
Net charge-offs as a percentage of average loans and leases
|
0.27
|
%
|
|
0.29
|
%
|
|
0.24
|
%
|
|
0.26
|
%
|
|
0.30
|
%
|
(1)
|
Primarily includes the transfer of the allowance for loan and lease losses to loans and leases held for sale.
|
|
|
At or For the Year Ended December 31,
|
||||||||||
(Dollars in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
FHLB advances
|
|
|
|
|
|
|
||||||
Maximum outstanding at any month-end
|
|
$
|
2,450,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Balance outstanding at end of period
|
|
2,450,000
|
|
|
—
|
|
|
—
|
|
|||
Weighted average interest rate at end of period
|
|
1.85
|
%
|
|
—
|
%
|
|
—
|
%
|
|||
Average balance outstanding
|
|
$
|
1,173,879
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Weighted average interest rate
|
|
1.69
|
%
|
|
—
|
%
|
|
—
|
%
|
|||
Federal funds purchased
|
|
|
|
|
|
|
||||||
Maximum outstanding at any month-end
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Balance outstanding at end of period
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Weighted average interest rate at end of period
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|||
Average balance outstanding
|
|
$
|
156
|
|
|
$
|
156
|
|
|
$
|
142
|
|
Weighted average interest rate
|
|
2.51
|
%
|
|
1.91
|
%
|
|
1.30
|
%
|
|||
Collateralized deposits
|
|
|
|
|
|
|
||||||
Maximum outstanding at any month-end
|
|
$
|
271,249
|
|
|
$
|
—
|
|
|
$
|
2,868
|
|
Balance outstanding at end of period
|
|
219,145
|
|
|
—
|
|
|
—
|
|
|||
Weighted average interest rate at end of period
|
|
0.64
|
%
|
|
—
|
%
|
|
—
|
%
|
|||
Average balance outstanding
|
|
$
|
103,931
|
|
|
$
|
1,977
|
|
|
$
|
3,730
|
|
Weighted average interest rate
|
|
0.67
|
%
|
|
2.19
|
%
|
|
0.78
|
%
|
|||
Line-of-credit: TCF Commercial Finance Canada, Inc.
|
|
|
|
|
|
|
||||||
Maximum outstanding at any month-end
|
|
$
|
10,455
|
|
|
$
|
8,565
|
|
|
$
|
6,171
|
|
Balance outstanding at end of period
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Weighted average interest rate at end of period
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|||
Average balance outstanding
|
|
$
|
1,107
|
|
|
$
|
1,155
|
|
|
$
|
1,395
|
|
Weighted average interest rate
|
|
3.00
|
%
|
|
2.63
|
%
|
|
1.91
|
%
|
(in thousands)
|
December 31, 2019
|
|
December 31, 2018
|
||||
FHLB advances
|
$
|
1,822,058
|
|
|
$
|
1,100,000
|
|
Subordinated debt obligations
|
428,470
|
|
|
253,391
|
|
||
Discounted lease rentals
|
100,882
|
|
|
92,976
|
|
||
Finance lease obligation
|
3,038
|
|
|
3,105
|
|
||
Total long-term borrowings
|
$
|
2,354,448
|
|
|
$
|
1,449,472
|
|
|
Payments Due by Period
|
||||||||||||||||||
(in thousands)
|
Total
|
|
Less than
1 year
|
|
1-3
years
|
|
3-5
years
|
|
More than
5 years
|
||||||||||
Contractual Obligations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Certificates of deposit
|
$
|
7,455,556
|
|
|
$
|
6,503,237
|
|
|
$
|
831,120
|
|
|
$
|
111,186
|
|
|
$
|
10,013
|
|
Long-term borrowings
|
2,351,675
|
|
|
352,126
|
|
|
1,460,784
|
|
|
7,933
|
|
|
530,832
|
|
|||||
Lease obligations(1)
|
387,469
|
|
|
33,164
|
|
|
53,139
|
|
|
49,861
|
|
|
251,305
|
|
|||||
Marketing related contracts
|
191,383
|
|
|
48,128
|
|
|
69,430
|
|
|
36,978
|
|
|
36,847
|
|
|||||
Construction contracts and land purchase
commitments for future branch sites
|
3,377
|
|
|
3,377
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Investments in affordable housing
|
132,308
|
|
|
79,351
|
|
|
52,072
|
|
|
292
|
|
|
593
|
|
|||||
Liabilities related to acquisition and portfolio purchase (2)
|
5,203
|
|
|
3,512
|
|
|
1,691
|
|
|
—
|
|
|
—
|
|
|||||
Other contractual obligations (3)
|
4,738
|
|
|
1,563
|
|
|
—
|
|
|
—
|
|
|
3,175
|
|
|||||
Total
|
$
|
10,531,709
|
|
|
$
|
7,024,458
|
|
|
$
|
2,468,236
|
|
|
$
|
206,250
|
|
|
$
|
832,765
|
|
(1)
|
Includes obligations for leases that have not yet commenced.
|
(2)
|
Relates to acquisition of a leasing business in 2017.
|
(3)
|
Includes certain tax investment projects, private equity capital investments and other similar types of investments.
|
|
Amount of Commitment - Expiration by Period
|
||||||||||||||||||
(in thousands)
|
Total
|
|
Less than
1 year
|
|
1-3
years
|
|
3-5
years
|
|
More than
5 years
|
||||||||||
Commitments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commitments to extend credit:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
$
|
5,743,072
|
|
|
$
|
2,834,385
|
|
|
$
|
1,710,112
|
|
|
$
|
920,789
|
|
|
$
|
277,786
|
|
Consumer
|
2,305,096
|
|
|
114,988
|
|
|
128,543
|
|
|
177,078
|
|
|
1,884,487
|
|
|||||
Total commitments to extend credit
|
8,048,168
|
|
|
2,949,373
|
|
|
1,838,655
|
|
|
1,097,867
|
|
|
2,162,273
|
|
|||||
Standby letters of credit and guarantees on industrial revenue bonds
|
129,192
|
|
|
81,482
|
|
|
23,065
|
|
|
15,855
|
|
|
8,790
|
|
|||||
Total
|
$
|
8,177,360
|
|
|
$
|
3,030,855
|
|
|
$
|
1,861,720
|
|
|
$
|
1,113,722
|
|
|
$
|
2,171,063
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||
(Dollars in thousands, except per share data)
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Net income available to common shareholders
|
|
$
|
285,493
|
|
|
$
|
289,289
|
|
|
$
|
242,954
|
|
|
$
|
192,736
|
|
|
$
|
177,735
|
|
Earnings allocated to participating securities
|
|
(20
|
)
|
|
(42
|
)
|
|
(42
|
)
|
|
(49
|
)
|
|
(45
|
)
|
|||||
Earnings allocated to common shareholders
|
(a)
|
285,473
|
|
|
289,247
|
|
|
242,912
|
|
|
192,687
|
|
|
177,690
|
|
|||||
Merger-related expenses
|
|
171,968
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Notable items:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Sale of Legacy TCF auto finance portfolio(1)
|
|
32,128
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Termination of interest rate swaps(2)
|
|
17,302
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Gain on sale of certain investment securities(3)
|
|
(5,869
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Write-down of company-owned vacant land parcels and branch exit costs(4)
|
|
9,384
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Pension fair valuation adjustment(4)
|
|
6,341
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Loan servicing rights impairment(2)
|
|
3,882
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
CFPB/OCC settlement adjustment(4)
|
|
—
|
|
|
32,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Re-measurement of net deferred tax liability(5)
|
|
—
|
|
|
—
|
|
|
(130,653
|
)
|
|
—
|
|
|
—
|
|
|||||
Goodwill impairment(4)
|
|
—
|
|
|
—
|
|
|
73,041
|
|
|
—
|
|
|
|
||||||
Total notable items
|
|
63,168
|
|
|
32,000
|
|
|
(57,612
|
)
|
|
—
|
|
|
—
|
|
|||||
Related income tax expense, net of benefits(6)
|
|
(69,372
|
)
|
|
(6,491
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total adjustments, net of tax
|
|
165,764
|
|
|
25,509
|
|
|
(57,612
|
)
|
|
—
|
|
|
—
|
|
|||||
Adjusted earnings allocated to common stock
|
(b)
|
$
|
451,237
|
|
|
$
|
314,756
|
|
|
$
|
185,300
|
|
|
$
|
192,687
|
|
|
$
|
177,690
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted-average common shares outstanding used in diluted earnings per common share calculation(7)
|
(c)
|
111,818,365
|
|
|
84,324,686
|
|
|
85,734,575
|
|
|
85,006,293
|
|
|
84,297,208
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted earnings per common share
|
(a) / (c)
|
$
|
2.55
|
|
|
$
|
3.43
|
|
|
$
|
2.83
|
|
|
$
|
2.27
|
|
|
$
|
2.11
|
|
Adjusted diluted earnings per common share
|
(b) / (c)
|
4.04
|
|
|
3.73
|
|
|
2.16
|
|
|
2.27
|
|
|
2.11
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income attributable to TCF
|
|
$
|
295,468
|
|
|
$
|
304,358
|
|
|
$
|
268,637
|
|
|
$
|
212,124
|
|
|
$
|
197,123
|
|
Total adjustments, net of tax
|
|
165,764
|
|
|
25,509
|
|
|
(57,612
|
)
|
|
—
|
|
|
—
|
|
|||||
Adjusted net income attributable to TCF
|
|
$
|
461,232
|
|
|
$
|
329,867
|
|
|
$
|
211,025
|
|
|
$
|
212,124
|
|
|
$
|
197,123
|
|
(1)
|
Included within Net gains on sales of loans and leases ($27.5 million)(inclusive of the transfer of the Legacy TCF auto finance portfolio in the third quarter of 2019), other noninterest expense ($2.2 million), occupancy and equipment ($1.5 million) and compensation and employee benefits ($930 thousand).
|
(2)
|
Included within Other noninterest income.
|
(3)
|
Included within Net gains on investment securities.
|
(4)
|
Included within Other noninterest expense.
|
(5)
|
Includes the impact of the re-measurement of our estimated net deferred tax liability as a result of the enactment of Tax Reform.
|
(6)
|
Included within Income tax expense.
|
(7)
|
Assumes conversion of common shares, as applicable.
|
|
|
Year Ended December 31,
|
||||||||||||||||||
(Dollars in thousands)
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Adjusted net income after tax expense:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income after tax expense
|
(a)
|
$
|
306,926
|
|
|
$
|
315,628
|
|
|
$
|
278,784
|
|
|
$
|
221,717
|
|
|
$
|
205,823
|
|
Merger-related expenses
|
|
171,968
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Notable items
|
|
63,168
|
|
|
32,000
|
|
|
(57,612
|
)
|
|
—
|
|
|
—
|
|
|||||
Related income tax expense, net of tax benefits
|
|
(69,372
|
)
|
|
(6,491
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Adjusted net income after tax expense for ROAA calculation
|
(b)
|
$
|
472,690
|
|
|
$
|
341,137
|
|
|
$
|
221,172
|
|
|
$
|
221,717
|
|
|
$
|
205,823
|
|
Net income available to common shareholders
|
(c)
|
$
|
285,493
|
|
|
$
|
289,289
|
|
|
$
|
242,954
|
|
|
$
|
192,736
|
|
|
$
|
177,735
|
|
Other intangibles amortization and intangible impairment
|
|
11,660
|
|
|
3,417
|
|
|
75,386
|
|
|
1,388
|
|
|
1,562
|
|
|||||
Related income tax expense
|
|
(2,752
|
)
|
|
(799
|
)
|
|
(1,046
|
)
|
|
(493
|
)
|
|
(562
|
)
|
|||||
Net income available to common shareholders used in ROATCE calculation
|
(d)
|
$
|
294,401
|
|
|
$
|
291,907
|
|
|
$
|
317,294
|
|
|
$
|
193,631
|
|
|
$
|
178,735
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjusted net income available to common shareholders:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income available to common shareholders
|
|
$
|
285,493
|
|
|
$
|
289,289
|
|
|
$
|
242,954
|
|
|
$
|
192,736
|
|
|
$
|
177,735
|
|
Notable items
|
|
63,168
|
|
|
32,000
|
|
|
(57,612
|
)
|
|
—
|
|
|
—
|
|
|||||
Merger-related expenses
|
|
171,968
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Related income tax expense, net of tax benefits
|
|
(69,372
|
)
|
|
(6,491
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income available to common shareholders used in adjusted ROACE calculation
|
(e)
|
451,257
|
|
|
314,798
|
|
|
185,342
|
|
|
192,736
|
|
|
177,735
|
|
|||||
Other intangibles amortization
|
|
11,660
|
|
|
3,417
|
|
|
2,345
|
|
|
1,388
|
|
|
1,562
|
|
|||||
Related income tax expense
|
|
(2,752
|
)
|
|
(799
|
)
|
|
(1,046
|
)
|
|
(493
|
)
|
|
(562
|
)
|
|||||
Net income available to common shareholders used in adjusted ROATCE calculation
|
(f)
|
$
|
460,165
|
|
|
$
|
317,416
|
|
|
$
|
186,641
|
|
|
$
|
193,631
|
|
|
$
|
178,735
|
|
Average balances:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Average assets
|
(g)
|
$
|
33,526,930
|
|
|
$
|
23,062,148
|
|
|
$
|
22,051,967
|
|
|
$
|
21,075,415
|
|
|
$
|
19,889,677
|
|
Total average equity
|
|
3,915,038
|
|
|
2,530,502
|
|
|
2,535,938
|
|
|
2,394,701
|
|
|
2,217,204
|
|
|||||
Non-controlling interest in subsidiaries
|
|
(25,834
|
)
|
|
(24,323
|
)
|
|
(22,514
|
)
|
|
(21,525
|
)
|
|
(19,514
|
)
|
|||||
Total TCF Financial Corporation shareholders' equity
|
|
3,889,204
|
|
|
2,506,179
|
|
|
2,513,424
|
|
|
2,373,176
|
|
|
2,197,690
|
|
|||||
Preferred stock
|
|
(169,302
|
)
|
|
(176,971
|
)
|
|
(264,474
|
)
|
|
(263,240
|
)
|
|
(263,240
|
)
|
|||||
Average total common shareholders' equity used in ROACE calculation
|
(h)
|
$
|
3,719,902
|
|
|
$
|
2,329,208
|
|
|
$
|
2,248,950
|
|
|
$
|
2,109,936
|
|
|
$
|
1,934,450
|
|
Average goodwill, net
|
|
(620,253
|
)
|
|
(154,757
|
)
|
|
(219,144
|
)
|
|
(225,640
|
)
|
|
(225,640
|
)
|
|||||
Average other intangibles, net
|
|
(99,038
|
)
|
|
(22,136
|
)
|
|
(12,779
|
)
|
|
(2,379
|
)
|
|
(3,883
|
)
|
|||||
Average tangible common shareholders' equity used in ROATCE calculation
|
(i)
|
$
|
3,000,611
|
|
|
$
|
2,152,315
|
|
|
$
|
2,017,027
|
|
|
$
|
1,881,917
|
|
|
$
|
1,704,927
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
ROAA
|
(a) / (g)
|
0.92
|
%
|
|
1.37
|
%
|
|
1.26
|
%
|
|
1.05
|
%
|
|
1.03
|
%
|
|||||
Adjusted ROAA
|
(b) / (g)
|
1.41
|
|
|
1.48
|
|
|
1.00
|
|
|
1.05
|
|
|
1.03
|
|
|||||
ROACE
|
(c) / (h)
|
7.67
|
|
|
12.42
|
|
|
10.80
|
|
|
9.13
|
|
|
9.19
|
|
|||||
Adjusted ROACE
|
(e) / (h)
|
12.13
|
|
|
13.51
|
|
|
8.24
|
|
|
9.13
|
|
|
9.19
|
|
|||||
ROATCE
|
(d) / (i)
|
9.81
|
|
|
13.56
|
|
|
15.73
|
|
|
10.29
|
|
|
10.48
|
|
|||||
Adjusted ROATCE
|
(f) / (i)
|
15.34
|
|
|
14.74
|
|
|
9.25
|
|
|
10.29
|
|
|
10.48
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||
(Dollars in thousands)
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Noninterest expense
|
(a)
|
$
|
1,332,115
|
|
|
$
|
1,014,400
|
|
|
$
|
1,059,934
|
|
|
$
|
909,887
|
|
|
$
|
894,747
|
|
Merger-related expenses
|
|
(171,968
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Sale of legacy TCF auto finance portfolio
|
|
(4,670
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
CFPB/OCC settlement adjustment
|
|
—
|
|
|
(32,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Write-down of company-owned vacant land parcels and branch exit costs
|
|
(9,384
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Pension fair valuation adjustment
|
|
(6,341
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Goodwill impairment
|
|
—
|
|
|
—
|
|
|
(73,041
|
)
|
|
—
|
|
|
—
|
|
|||||
Adjusted noninterest expense
|
|
$
|
1,139,752
|
|
|
$
|
982,400
|
|
|
$
|
986,893
|
|
|
$
|
909,887
|
|
|
$
|
894,747
|
|
Lease financing equipment depreciation
|
|
(76,426
|
)
|
|
(73,829
|
)
|
|
(55,901
|
)
|
|
(40,359
|
)
|
|
(39,409
|
)
|
|||||
Other intangibles amortization
|
|
(11,660
|
)
|
|
(3,417
|
)
|
|
(2,345
|
)
|
|
(1,388
|
)
|
|
(1,562
|
)
|
|||||
Impairment of historic income tax credit
|
|
(4,030
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Adjusted noninterest expense, efficiency ratio
|
(b)
|
$
|
1,047,636
|
|
|
$
|
905,154
|
|
|
$
|
928,647
|
|
|
$
|
868,140
|
|
|
$
|
853,776
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net interest income
|
|
$
|
1,289,032
|
|
|
$
|
1,008,495
|
|
|
$
|
937,474
|
|
|
$
|
859,725
|
|
|
$
|
831,621
|
|
Noninterest income
|
|
465,532
|
|
|
454,397
|
|
|
436,063
|
|
|
454,281
|
|
|
430,764
|
|
|||||
Total revenue
|
(c)
|
$
|
1,754,564
|
|
|
$
|
1,462,892
|
|
|
$
|
1,373,537
|
|
|
$
|
1,314,006
|
|
|
$
|
1,262,385
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Noninterest income
|
|
$
|
465,532
|
|
|
$
|
454,397
|
|
|
$
|
436,063
|
|
|
$
|
454,281
|
|
|
$
|
430,764
|
|
Sale of legacy TCF auto finance portfolio
|
|
27,458
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Termination of interest rate swaps
|
|
17,302
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Gain on sales of certain investment securities
|
|
(5,869
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Loan servicing rights impairment
|
|
3,882
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Adjusted noninterest income
|
|
508,305
|
|
|
454,397
|
|
|
436,063
|
|
|
454,281
|
|
|
430,764
|
|
|||||
Net interest income
|
|
1,289,032
|
|
|
1,008,495
|
|
|
937,474
|
|
|
859,725
|
|
|
831,621
|
|
|||||
Net interest income FTE adjustment
|
|
8,443
|
|
|
8,369
|
|
|
14,542
|
|
|
10,813
|
|
|
4,640
|
|
|||||
Adjusted net interest income (FTE)
|
|
1,297,475
|
|
|
1,016,864
|
|
|
952,016
|
|
|
870,538
|
|
|
836,261
|
|
|||||
Lease financing equipment depreciation
|
|
(76,426
|
)
|
|
(73,829
|
)
|
|
(55,901
|
)
|
|
(40,359
|
)
|
|
(39,409
|
)
|
|||||
Adjusted total revenue, efficiency ratio
|
(d)
|
$
|
1,729,354
|
|
|
$
|
1,397,432
|
|
|
$
|
1,332,178
|
|
|
$
|
1,284,460
|
|
|
$
|
1,227,616
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Efficiency ratio
|
(a) / (c)
|
75.92
|
%
|
|
69.34
|
%
|
|
77.17
|
%
|
|
69.25
|
%
|
|
70.88
|
%
|
|||||
Adjusted efficiency ratio
|
(b) / (d)
|
60.58
|
|
|
64.77
|
|
|
69.71
|
|
|
67.59
|
|
|
69.55
|
|
|
|
At December 31,
|
||||||||||||||||||
(Dollars in thousands, except per share data)
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Total equity
|
|
$
|
5,727,241
|
|
|
$
|
2,556,260
|
|
|
$
|
2,680,584
|
|
|
$
|
2,444,645
|
|
|
$
|
2,306,917
|
|
Non-controlling interest in subsidiaries
|
|
(20,226
|
)
|
|
(18,459
|
)
|
|
(17,827
|
)
|
|
(17,162
|
)
|
|
(16,001
|
)
|
|||||
Total TCF Financial Corporation shareholders' equity
|
|
5,707,015
|
|
|
2,537,801
|
|
|
2,662,757
|
|
|
2,427,483
|
|
|
2,290,916
|
|
|||||
Preferred stock
|
|
(169,302
|
)
|
|
(169,302
|
)
|
|
(265,821
|
)
|
|
(263,240
|
)
|
|
(263,240
|
)
|
|||||
Total common shareholders' equity
|
(a)
|
5,537,713
|
|
|
2,368,499
|
|
|
2,396,936
|
|
|
2,164,243
|
|
|
2,027,676
|
|
|||||
Goodwill, net
|
|
(1,299,878
|
)
|
|
(154,757
|
)
|
|
(154,757
|
)
|
|
(225,640
|
)
|
|
(225,640
|
)
|
|||||
Other intangibles, net
|
|
(168,368
|
)
|
|
(20,496
|
)
|
|
(23,662
|
)
|
|
(1,708
|
)
|
|
(3,086
|
)
|
|||||
Tangible common shareholders' equity
|
(b)
|
$
|
4,069,467
|
|
|
$
|
2,193,246
|
|
|
$
|
2,218,517
|
|
|
$
|
1,936,895
|
|
|
$
|
1,798,950
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
(c)
|
$
|
46,651,553
|
|
|
$
|
23,699,612
|
|
|
$
|
23,002,159
|
|
|
$
|
21,441,326
|
|
|
$
|
20,689,609
|
|
Goodwill, net
|
|
(1,299,878
|
)
|
|
(154,757
|
)
|
|
(154,757
|
)
|
|
(225,640
|
)
|
|
(225,640
|
)
|
|||||
Other intangibles, net
|
|
(168,368
|
)
|
|
(20,496
|
)
|
|
(23,662
|
)
|
|
(1,708
|
)
|
|
(3,086
|
)
|
|||||
Tangible assets
|
(d)
|
$
|
45,183,307
|
|
|
$
|
23,524,359
|
|
|
$
|
22,823,740
|
|
|
$
|
21,213,978
|
|
|
$
|
20,460,883
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Common stock shares outstanding
|
(e)
|
152,965,571
|
|
|
83,289,382
|
|
|
87,225,232
|
|
|
86,881,005
|
|
|
86,297,972
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Common equity to assets
|
(a) / (c)
|
11.87
|
%
|
|
9.99
|
%
|
|
10.42
|
%
|
|
10.09
|
%
|
|
9.80
|
%
|
|||||
Tangible common equity to tangible assets
|
(b) / (d)
|
9.01
|
|
|
9.32
|
|
|
9.72
|
|
|
9.13
|
|
|
8.79
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Book value per common share
|
(a) / (e)
|
$
|
36.20
|
|
|
$
|
28.44
|
|
|
$
|
27.48
|
|
|
$
|
24.91
|
|
|
$
|
23.50
|
|
Tangible book value per common share
|
(b) / (e)
|
26.60
|
|
|
26.33
|
|
|
25.43
|
|
|
22.29
|
|
|
20.85
|
|
|
Impact on Net Interest Income
|
||||
(Dollars in millions)
|
December 31, 2019
|
||||
Immediate change in interest rates:
|
|
|
|||
+200 basis points
|
$
|
32,200
|
|
2.1
|
%
|
+100 basis points
|
20,900
|
|
1.4
|
|
|
-100 basis points
|
(60,900
|
)
|
(4.0
|
)
|
–
|
overall fair value measurement methodologies for compliance with U.S. generally accepted accounting principles,
|
–
|
key assumptions, as listed above, and inputs used to develop those assumptions, that were used in the fair value measurements,
|
–
|
development and application of the PD and LGD assumptions used in the loan and leases fair value measurement,
|
–
|
individual risk ratings for acquired loans and leases, which are used in the selection of the PD assumption, for a selection of relationships within the commercial loan and leases portfolio, and
|
–
|
mathematical accuracy of certain calculations within the fair value measurements.
|
–
|
collective reserve methodologies, including the key inputs and assumptions, for compliance with U.S. generally accepted accounting principles,
|
–
|
length of the historical observation period assumptions used in (1) the historical loss rates for the commercial loan and lease portfolio, and the consumer loan portfolio, and (2) the PD and LGD for certain commercial loans,
|
–
|
methodologies used to develop the loss emergence period assumptions for the commercial loan and lease portfolio and the consumer loan portfolio,
|
–
|
individual risk ratings for a selection of relationships within the commercial loan and lease portfolio,
|
–
|
fair value of collateral for consumer loans,
|
–
|
qualitative factors and the effect of those factors on the collective reserve, and
|
–
|
mathematical accuracy of the collective reserve calculations for the commercial loan and lease portfolio and the consumer loan portfolio.
|
(Dollars in thousands, except per share data)
|
At December 31, 2019
|
|
At December 31, 2018
|
||||
|
|
|
|
||||
ASSETS
|
|
|
|
||||
Cash and cash equivalents:
|
|
|
|
||||
Cash and due from banks
|
$
|
491,787
|
|
|
$
|
279,267
|
|
Interest-bearing deposits with other banks
|
736,584
|
|
|
307,790
|
|
||
Total cash and cash equivalents
|
1,228,371
|
|
|
587,057
|
|
||
Federal Home Loan Bank and Federal Reserve Bank stocks, at cost
|
442,440
|
|
|
91,654
|
|
||
Investment securities:
|
|
|
|
||||
Available-for-sale, at fair value
|
6,720,001
|
|
|
2,470,065
|
|
||
Held-to-maturity, at amortized cost (fair value of $144,844 and $149,267)
|
139,445
|
|
|
148,852
|
|
||
Total investment securities
|
6,859,446
|
|
|
2,618,917
|
|
||
Loans and leases held-for-sale (includes $91,202 and $18,070 at fair value)
|
199,786
|
|
|
90,664
|
|
||
Loans and leases
|
34,497,464
|
|
|
19,073,020
|
|
||
Allowance for loan and lease losses
|
(113,052
|
)
|
|
(157,446
|
)
|
||
Loans and leases, net
|
34,384,412
|
|
|
18,915,574
|
|
||
Premises and equipment, net
|
533,138
|
|
|
427,534
|
|
||
Goodwill
|
1,299,878
|
|
|
154,757
|
|
||
Other intangible assets, net
|
168,368
|
|
|
20,496
|
|
||
Loan servicing rights
|
56,313
|
|
|
23
|
|
||
Other assets
|
1,479,401
|
|
|
792,936
|
|
||
Total assets
|
$
|
46,651,553
|
|
|
$
|
23,699,612
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Liabilities
|
|
|
|
||||
Deposits:
|
|
|
|
||||
Noninterest-bearing
|
$
|
7,970,590
|
|
|
$
|
3,936,155
|
|
Interest-bearing
|
26,497,873
|
|
|
14,967,531
|
|
||
Total deposits
|
34,468,463
|
|
|
18,903,686
|
|
||
Short-term borrowings
|
2,669,145
|
|
|
—
|
|
||
Long-term borrowings
|
2,354,448
|
|
|
1,449,472
|
|
||
Other liabilities
|
1,432,256
|
|
|
790,194
|
|
||
Total liabilities
|
40,924,312
|
|
|
21,143,352
|
|
||
Equity
|
|
|
|
||||
Preferred stock, $0.01 par value
|
|
|
|
||||
Authorized - 2,000,000 shares at December 31, 2019 and 30,000,000 shares at December 31, 2018
|
|
|
|
||||
Issued and outstanding - 7,000 shares at both December 31, 2019 and December 31, 2018
|
169,302
|
|
|
169,302
|
|
||
Common stock, $1.00 par value at both December 31, 2019 and December 31, 2018
|
|
|
|
||||
Authorized - 220,000,000 shares at December 31, 2019 and 142,268,000 shares at December 31, 2018
|
|
|
|
||||
Issued - 152,965,571 shares at December 31, 2019 and 88,198,460 shares at December 31, 2018
|
152,966
|
|
|
88,198
|
|
||
Additional paid-in capital
|
3,462,080
|
|
|
798,627
|
|
||
Retained earnings
|
1,896,427
|
|
|
1,766,994
|
|
||
Accumulated other comprehensive income (loss)
|
54,277
|
|
|
(33,138
|
)
|
||
Treasury stock at cost and other (4,909,069 Treasury shares at December 31, 2018)
|
(28,037
|
)
|
|
(252,182
|
)
|
||
Total TCF Financial Corporation shareholders' equity
|
5,707,015
|
|
|
2,537,801
|
|
||
Non-controlling interest
|
20,226
|
|
|
18,459
|
|
||
Total equity
|
5,727,241
|
|
|
2,556,260
|
|
||
Total liabilities and equity
|
$
|
46,651,553
|
|
|
$
|
23,699,612
|
|
|
Year Ended December 31,
|
||||||||||
(Dollars in thousands, except per share data)
|
2019
|
|
2018
|
|
2017
|
||||||
Interest income
|
|
|
|
|
|
||||||
Interest and fees on loans and leases
|
$
|
1,430,628
|
|
|
$
|
1,082,135
|
|
|
$
|
966,928
|
|
Interest on investment securities:
|
|
|
|
|
|
||||||
Taxable
|
106,027
|
|
|
41,406
|
|
|
22,818
|
|
|||
Tax-exempt
|
11,651
|
|
|
17,138
|
|
|
14,896
|
|
|||
Interest on loans held-for-sale
|
18,599
|
|
|
6,686
|
|
|
16,612
|
|
|||
Interest on other earning assets
|
20,356
|
|
|
11,964
|
|
|
10,491
|
|
|||
Total interest income
|
1,587,261
|
|
|
1,159,329
|
|
|
1,031,745
|
|
|||
Interest expense
|
|
|
|
|
|
||||||
Interest on deposits
|
226,157
|
|
|
107,690
|
|
|
66,464
|
|
|||
Interest on borrowings
|
72,072
|
|
|
43,144
|
|
|
27,807
|
|
|||
Total interest expense
|
298,229
|
|
|
150,834
|
|
|
94,271
|
|
|||
Net interest income
|
1,289,032
|
|
|
1,008,495
|
|
|
937,474
|
|
|||
Provision for credit losses
|
65,282
|
|
|
46,768
|
|
|
68,443
|
|
|||
Net interest income after provision for credit losses
|
1,223,750
|
|
|
961,727
|
|
|
869,031
|
|
|||
Noninterest income
|
|
|
|
|
|
||||||
Leasing revenue
|
163,718
|
|
|
172,603
|
|
|
134,460
|
|
|||
Fees and service charges on deposit accounts
|
127,860
|
|
|
113,242
|
|
|
115,567
|
|
|||
Card and ATM revenue
|
87,221
|
|
|
78,406
|
|
|
75,165
|
|
|||
Net gains on sales of loans and leases
|
26,308
|
|
|
33,695
|
|
|
45,318
|
|
|||
Servicing fee revenue
|
20,776
|
|
|
27,334
|
|
|
41,347
|
|
|||
Wealth management revenue
|
10,413
|
|
|
—
|
|
|
—
|
|
|||
Net gains on investment securities
|
7,425
|
|
|
348
|
|
|
237
|
|
|||
Other
|
21,811
|
|
|
28,769
|
|
|
23,969
|
|
|||
Total noninterest income
|
465,532
|
|
|
454,397
|
|
|
436,063
|
|
|||
Noninterest expense
|
|
|
|
|
|
||||||
Compensation and employee benefits
|
576,922
|
|
|
502,196
|
|
|
503,618
|
|
|||
Occupancy and equipment
|
189,560
|
|
|
165,839
|
|
|
156,913
|
|
|||
Lease financing equipment depreciation
|
76,426
|
|
|
73,829
|
|
|
55,901
|
|
|||
Net foreclosed real estate and repossessed assets
|
13,523
|
|
|
17,050
|
|
|
17,756
|
|
|||
Merger-related expenses
|
171,968
|
|
|
—
|
|
|
—
|
|
|||
Other
|
303,716
|
|
|
255,486
|
|
|
325,746
|
|
|||
Total noninterest expense
|
1,332,115
|
|
|
1,014,400
|
|
|
1,059,934
|
|
|||
Income before income tax expense
|
357,167
|
|
|
401,724
|
|
|
245,160
|
|
|||
Income tax expense (benefit)
|
50,241
|
|
|
86,096
|
|
|
(33,624
|
)
|
|||
Income after income tax expense (benefit)
|
306,926
|
|
|
315,628
|
|
|
278,784
|
|
|||
Income attributable to non-controlling interest
|
11,458
|
|
|
11,270
|
|
|
10,147
|
|
|||
Net income attributable to TCF Financial Corporation
|
295,468
|
|
|
304,358
|
|
|
268,637
|
|
|||
Preferred stock dividends
|
9,975
|
|
|
11,588
|
|
|
19,904
|
|
|||
Impact of preferred stock redemption
|
—
|
|
|
3,481
|
|
|
5,779
|
|
|||
Net income available to common shareholders
|
$
|
285,493
|
|
|
$
|
289,289
|
|
|
$
|
242,954
|
|
Earnings per common share
|
|
|
|
|
|
||||||
Basic
|
$
|
2.56
|
|
|
$
|
3.44
|
|
|
$
|
2.83
|
|
Diluted
|
2.55
|
|
|
3.43
|
|
|
2.83
|
|
|||
Weighted-average common shares outstanding
|
|
|
|
|
|
||||||
Basic
|
111,604,094
|
|
|
84,133,983
|
|
|
85,706,054
|
|
|||
Diluted
|
111,818,365
|
|
|
84,324,686
|
|
|
85,734,575
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Net income attributable to TCF Financial Corporation
|
$
|
295,468
|
|
|
$
|
304,358
|
|
|
$
|
268,637
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Net unrealized gains (losses) on available-for-sale investment securities and interest-only strips
|
84,120
|
|
|
(11,669
|
)
|
|
16,454
|
|
|||
Net unrealized gains (losses) on net investment hedges
|
(5,186
|
)
|
|
10,450
|
|
|
(2,746
|
)
|
|||
Foreign currency translation adjustment
|
8,514
|
|
|
(13,368
|
)
|
|
4,921
|
|
|||
Recognized postretirement prior service cost
|
(33
|
)
|
|
(34
|
)
|
|
(29
|
)
|
|||
Total other comprehensive income (loss), net of tax
|
87,415
|
|
|
(14,621
|
)
|
|
18,600
|
|
|||
Comprehensive income
|
$
|
382,883
|
|
|
$
|
289,737
|
|
|
$
|
287,237
|
|
|
TCF Financial Corporation
|
|
|
||||||||||||||||||||||||||||
|
Number of
Shares Issued
|
Preferred
Stock
|
Common
Stock
|
Additional
Paid-in
Capital
|
Retained
Earnings
|
Accumulated
Other
Comprehensive
Income (Loss)
|
Treasury
Stock
and Other
|
Total
|
Non-
controlling
Interest
|
Total
Equity
|
|||||||||||||||||||||
(Dollars in thousands)
|
Preferred
|
Common
|
|||||||||||||||||||||||||||||
Balance, December 31, 2016
|
4,006,900
|
|
86,902,632
|
|
$
|
263,240
|
|
$
|
86,903
|
|
$
|
777,583
|
|
$
|
1,382,901
|
|
$
|
(33,725
|
)
|
$
|
(49,419
|
)
|
$
|
2,427,483
|
|
$
|
17,162
|
|
$
|
2,444,645
|
|
Change in accounting principle
|
—
|
|
—
|
|
—
|
|
|
1,319
|
|
(1,319
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||||
Balance, January 1, 2017
|
4,006,900
|
|
86,902,632
|
|
263,240
|
|
86,903
|
|
778,902
|
|
1,381,582
|
|
(33,725
|
)
|
(49,419
|
)
|
2,427,483
|
|
17,162
|
|
2,444,645
|
|
|||||||||
Reclassification of stranded tax effects from AOCI to retained earnings
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
3,392
|
|
(3,392
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||
Net income
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
268,637
|
|
—
|
|
—
|
|
268,637
|
|
10,147
|
|
278,784
|
|
|||||||||
Other comprehensive income (loss), net of tax
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
18,600
|
|
—
|
|
18,600
|
|
—
|
|
18,600
|
|
|||||||||
Net investment by (distribution to) non-controlling interest
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(9,482
|
)
|
(9,482
|
)
|
|||||||||
Public offering of Series C Preferred Stock
|
7,000
|
|
—
|
|
169,302
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
169,302
|
|
—
|
|
169,302
|
|
|||||||||
Redemption of Series A Preferred Stock
|
(6,900
|
)
|
—
|
|
(166,721
|
)
|
—
|
|
—
|
|
(5,779
|
)
|
—
|
|
—
|
|
(172,500
|
)
|
—
|
|
(172,500
|
)
|
|||||||||
Repurchases of 226,848 shares of common stock
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(9,163
|
)
|
(9,163
|
)
|
—
|
|
(9,163
|
)
|
|||||||||
Dividends on 7.50% Series A Preferred Stock
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(11,320
|
)
|
—
|
|
—
|
|
(11,320
|
)
|
—
|
|
(11,320
|
)
|
|||||||||
Dividends on 6.45% Series B Preferred Stock
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(6,450
|
)
|
—
|
|
—
|
|
(6,450
|
)
|
—
|
|
(6,450
|
)
|
|||||||||
Dividends on 5.70% Series C Preferred Stock
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(2,134
|
)
|
—
|
|
—
|
|
(2,134
|
)
|
—
|
|
(2,134
|
)
|
|||||||||
Dividends on common stock of $0.59 per common share
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(50,617
|
)
|
—
|
|
—
|
|
(50,617
|
)
|
—
|
|
(50,617
|
)
|
|||||||||
Common shares purchased by TCF employee benefit plans
|
—
|
|
701,914
|
|
—
|
|
702
|
|
22,552
|
|
—
|
|
—
|
|
—
|
|
23,254
|
|
—
|
|
23,254
|
|
|||||||||
Stock compensation plans, net of tax
|
—
|
|
(130,838
|
)
|
—
|
|
(131
|
)
|
7,796
|
|
—
|
|
—
|
|
—
|
|
7,665
|
|
—
|
|
7,665
|
|
|||||||||
Change in shares held in trust for deferred compensation plans, at cost
|
—
|
|
—
|
|
—
|
|
—
|
|
(17,785
|
)
|
—
|
|
—
|
|
17,785
|
|
—
|
|
—
|
|
—
|
|
|||||||||
Balance, December 31, 2017
|
4,007,000
|
|
87,473,708
|
|
$
|
265,821
|
|
$
|
87,474
|
|
$
|
791,465
|
|
$
|
1,577,311
|
|
$
|
(18,517
|
)
|
$
|
(40,797
|
)
|
$
|
2,662,757
|
|
$
|
17,827
|
|
$
|
2,680,584
|
|
Change in accounting principle
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(116
|
)
|
—
|
|
—
|
|
(116
|
)
|
—
|
|
(116
|
)
|
|||||||||
Balance, January 1, 2018
|
4,007,000
|
|
87,473,708
|
|
265,821
|
|
87,474
|
|
791,465
|
|
1,577,195
|
|
(18,517
|
)
|
(40,797
|
)
|
2,662,641
|
|
17,827
|
|
2,680,468
|
|
|||||||||
Net income
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
304,358
|
|
—
|
|
—
|
|
304,358
|
|
11,270
|
|
315,628
|
|
|||||||||
Other comprehensive income (loss), net of tax
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(14,621
|
)
|
—
|
|
(14,621
|
)
|
—
|
|
(14,621
|
)
|
|||||||||
Net investment by (distribution to) non-controlling interest
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(10,638
|
)
|
(10,638
|
)
|
|||||||||
Redemption of Series B Preferred Stock
|
(4,000,000
|
)
|
—
|
|
(96,519
|
)
|
—
|
|
—
|
|
(3,481
|
)
|
—
|
|
—
|
|
(100,000
|
)
|
—
|
|
(100,000
|
)
|
|||||||||
Repurchases of 4,668,722 shares of common stock
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(212,929
|
)
|
(212,929
|
)
|
—
|
|
(212,929
|
)
|
|||||||||
Dividends on 6.45% Series B Preferred Stock
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(1,613
|
)
|
—
|
|
—
|
|
(1,613
|
)
|
—
|
|
(1,613
|
)
|
|||||||||
Dividends on 5.70% Series C Preferred Stock
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(9,975
|
)
|
—
|
|
—
|
|
(9,975
|
)
|
—
|
|
(9,975
|
)
|
|||||||||
Dividends on common stock of $1.18 per common share
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(99,490
|
)
|
—
|
|
—
|
|
(99,490
|
)
|
—
|
|
(99,490
|
)
|
|||||||||
Common stock warrants exercised
|
—
|
|
553,279
|
|
—
|
|
553
|
|
(553
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||
Common shares purchased by TCF employee benefit plans
|
—
|
|
17,594
|
|
—
|
|
18
|
|
697
|
|
—
|
|
—
|
|
—
|
|
715
|
|
—
|
|
715
|
|
|||||||||
Stock compensation plans, net of tax
|
—
|
|
153,879
|
|
—
|
|
153
|
|
8,184
|
|
—
|
|
—
|
|
378
|
|
8,715
|
|
—
|
|
8,715
|
|
|||||||||
Change in shares held in trust for deferred compensation plans, at cost
|
—
|
|
—
|
|
—
|
|
—
|
|
(1,166
|
)
|
—
|
|
—
|
|
1,166
|
|
—
|
|
—
|
|
—
|
|
|||||||||
Balance, December 31, 2018
|
7,000
|
|
88,198,460
|
|
$
|
169,302
|
|
$
|
88,198
|
|
$
|
798,627
|
|
$
|
1,766,994
|
|
$
|
(33,138
|
)
|
$
|
(252,182
|
)
|
$
|
2,537,801
|
|
$
|
18,459
|
|
$
|
2,556,260
|
|
|
TCF Financial Corporation
|
|
|
||||||||||||||||||||||||||||
|
Number of
Shares Issued
|
Preferred
Stock
|
Common
Stock
|
Additional
Paid-in
Capital
|
Retained
Earnings
|
Accumulated
Other
Comprehensive
Income (Loss)
|
Treasury
Stock
and Other
|
Total
|
Non-
controlling
Interest
|
Total
Equity
|
|||||||||||||||||||||
(Dollars in thousands)
|
Preferred
|
Common
|
|||||||||||||||||||||||||||||
Balance, December 31, 2018
|
7,000
|
|
88,198,460
|
|
$
|
169,302
|
|
$
|
88,198
|
|
$
|
798,627
|
|
$
|
1,766,994
|
|
$
|
(33,138
|
)
|
$
|
(252,182
|
)
|
$
|
2,537,801
|
|
$
|
18,459
|
|
$
|
2,556,260
|
|
Net income
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
295,468
|
|
—
|
|
—
|
|
295,468
|
|
11,458
|
|
306,926
|
|
|||||||||
Other comprehensive income (loss), net of tax
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
87,415
|
|
—
|
|
87,415
|
|
—
|
|
87,415
|
|
|||||||||
Reverse merger with Chemical Financial Corporation
|
—
|
|
65,539,678
|
|
—
|
|
65,540
|
|
2,687,153
|
|
—
|
|
—
|
|
265,863
|
|
3,018,556
|
|
—
|
|
3,018,556
|
|
|||||||||
Net investment by (distribution to) non-controlling interest
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(9,691
|
)
|
(9,691
|
)
|
|||||||||
Repurchases of 2,111,725 shares of common stock
|
—
|
|
(657,817
|
)
|
—
|
|
(658
|
)
|
(26,846
|
)
|
—
|
|
—
|
|
(58,805
|
)
|
(86,309
|
)
|
—
|
|
(86,309
|
)
|
|||||||||
Dividends on 5.70% Series C Preferred Stock
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(9,975
|
)
|
—
|
|
—
|
|
(9,975
|
)
|
—
|
|
(9,975
|
)
|
|||||||||
Dividends on common stock of $1.29 per common share
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(156,060
|
)
|
—
|
|
—
|
|
(156,060
|
)
|
—
|
|
(156,060
|
)
|
|||||||||
Stock compensation plans, net of tax
|
—
|
|
(114,750
|
)
|
—
|
|
(114
|
)
|
4,474
|
|
—
|
|
—
|
|
15,759
|
|
20,119
|
|
—
|
|
20,119
|
|
|||||||||
Change in shares held in trust for deferred compensation plans, at cost
|
—
|
|
—
|
|
—
|
|
—
|
|
(1,328
|
)
|
—
|
|
—
|
|
1,328
|
|
—
|
|
—
|
|
—
|
|
|||||||||
Balance, December 31, 2019
|
7,000
|
|
152,965,571
|
|
$
|
169,302
|
|
$
|
152,966
|
|
$
|
3,462,080
|
|
$
|
1,896,427
|
|
$
|
54,277
|
|
$
|
(28,037
|
)
|
$
|
5,707,015
|
|
$
|
20,226
|
|
$
|
5,727,241
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Cash flows from operating activities
|
|
|
|
|
|
||||||
Net income
|
$
|
306,926
|
|
|
$
|
315,628
|
|
|
$
|
278,784
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
|
|
|
|
|
||||||
Provision for credit losses
|
65,282
|
|
|
46,768
|
|
|
68,443
|
|
|||
Share-based compensation expense
|
28,351
|
|
|
17,824
|
|
|
14,743
|
|
|||
Depreciation and amortization
|
308,638
|
|
|
204,778
|
|
|
191,824
|
|
|||
Impairment of goodwill and other intangible assets
|
—
|
|
|
—
|
|
|
73,409
|
|
|||
Provision (benefit) for deferred income taxes
|
30,410
|
|
|
58,986
|
|
|
(53,729
|
)
|
|||
Net gains on sales of assets
|
(66,298
|
)
|
|
(39,881
|
)
|
|
(51,965
|
)
|
|||
Proceeds from sales of loans and leases held-for-sale
|
966,352
|
|
|
372,354
|
|
|
280,640
|
|
|||
Originations of loans and leases held-for-sale, net of repayments
|
(835,047
|
)
|
|
(375,622
|
)
|
|
(430,121
|
)
|
|||
Impairment of loan servicing rights
|
3,882
|
|
|
—
|
|
|
—
|
|
|||
Net change in other assets
|
(263,351
|
)
|
|
(35,154
|
)
|
|
(108,700
|
)
|
|||
Net change in other liabilities
|
162,533
|
|
|
39,898
|
|
|
17,826
|
|
|||
Other, net
|
(65,921
|
)
|
|
(41,949
|
)
|
|
(36,196
|
)
|
|||
Net cash provided by (used in) operating activities
|
641,757
|
|
|
563,630
|
|
|
244,958
|
|
|||
Cash flows from investing activities
|
|
|
|
|
|
||||||
Proceeds from sales of investment securities available-for-sale
|
1,986,386
|
|
|
254,146
|
|
|
—
|
|
|||
Proceeds from maturities of and principal collected on investment securities available-for-sale
|
735,861
|
|
|
169,622
|
|
|
116,358
|
|
|||
Purchases of investment securities available-for-sale
|
(2,806,598
|
)
|
|
(1,230,430
|
)
|
|
(353,557
|
)
|
|||
Proceeds from maturities of and principal collected on investment securities held-to-maturity
|
17,632
|
|
|
15,407
|
|
|
21,186
|
|
|||
Purchases of investment securities held-to-maturity
|
(6,844
|
)
|
|
(2,188
|
)
|
|
(1,051
|
)
|
|||
Redemption of Federal Home Loan Bank stock
|
256,021
|
|
|
269,002
|
|
|
246,002
|
|
|||
Purchases of Federal Home Loan Bank stock
|
(370,000
|
)
|
|
(278,000
|
)
|
|
(254,000
|
)
|
|||
Proceeds from sales of loans and leases
|
1,985,093
|
|
|
903,606
|
|
|
1,618,791
|
|
|||
Loan and lease originations and purchases, net of principal collected
|
(2,037,489
|
)
|
|
(957,672
|
)
|
|
(2,726,967
|
)
|
|||
Proceeds from sales of other assets
|
113,771
|
|
|
88,942
|
|
|
63,875
|
|
|||
Purchases of premises and equipment and lease equipment
|
(154,540
|
)
|
|
(155,664
|
)
|
|
(168,272
|
)
|
|||
Net cash acquired (paid) in business combinations
|
975,014
|
|
|
—
|
|
|
(8,120
|
)
|
|||
Other, net
|
(27,431
|
)
|
|
20,935
|
|
|
26,103
|
|
|||
Net cash provided by (used in) investing activities
|
666,876
|
|
|
(902,294
|
)
|
|
(1,419,652
|
)
|
|||
Cash flows from financing activities
|
|
|
|
|
|
|
|
||||
Net change in deposits
|
(901,522
|
)
|
|
549,157
|
|
|
1,094,612
|
|
|||
Net change in short-term borrowings
|
45,584
|
|
|
160
|
|
|
(4,747
|
)
|
|||
Proceeds from long-term borrowings
|
5,957,492
|
|
|
9,380,950
|
|
|
9,990,967
|
|
|||
Payments on long-term borrowings
|
(5,499,669
|
)
|
|
(9,182,536
|
)
|
|
(9,816,286
|
)
|
|||
Payments on liabilities related to acquisition and portfolio purchase
|
(1,000
|
)
|
|
(2,000
|
)
|
|
(3,000
|
)
|
|||
Redemption of Series B preferred stock
|
—
|
|
|
(100,000
|
)
|
|
—
|
|
|||
Net proceeds from public offering of Series C preferred stock
|
—
|
|
|
—
|
|
|
169,302
|
|
|||
Redemption of Series A preferred stock
|
—
|
|
|
—
|
|
|
(172,500
|
)
|
|||
Repurchases of common stock
|
(86,309
|
)
|
|
(212,929
|
)
|
|
(9,163
|
)
|
|||
Common shares sold to TCF employee benefit plans
|
—
|
|
|
715
|
|
|
23,254
|
|
|||
Dividends paid on preferred stock
|
(9,975
|
)
|
|
(11,588
|
)
|
|
(19,904
|
)
|
|||
Dividends paid on common stock
|
(156,060
|
)
|
|
(99,490
|
)
|
|
(50,617
|
)
|
|||
Exercise of stock options
|
29
|
|
|
(997
|
)
|
|
(57
|
)
|
|||
Payments related to tax-withholding upon conversion of share-based awards
|
(6,198
|
)
|
|
(6,865
|
)
|
|
(5,506
|
)
|
|||
Net investment by (distribution to) non-controlling interest
|
(9,691
|
)
|
|
(10,638
|
)
|
|
(9,482
|
)
|
|||
Net cash provided by (used in) financing activities
|
(667,319
|
)
|
|
303,939
|
|
|
1,186,873
|
|
|||
Net change in cash and due from banks
|
641,314
|
|
|
(34,725
|
)
|
|
12,179
|
|
|||
Cash and cash equivalents at beginning of period
|
587,057
|
|
|
621,782
|
|
|
609,603
|
|
|||
Cash and cash equivalents at end of period
|
$
|
1,228,371
|
|
|
$
|
587,057
|
|
|
$
|
621,782
|
|
Supplemental disclosures of cash flow information
|
|
|
|
|
|
||||||
Cash paid (received) for:
|
|
|
|
|
|
||||||
Interest on deposits and borrowings
|
$
|
269,474
|
|
|
$
|
139,026
|
|
|
$
|
86,411
|
|
Income taxes, net
|
12,177
|
|
|
(26,308
|
)
|
|
62,115
|
|
|||
Noncash activities:
|
|
|
|
|
|
||||||
Transfer of loans and leases to other assets
|
88,716
|
|
|
105,247
|
|
|
100,608
|
|
|||
Transfer of loans and leases from held for investment to held for sale, net
|
2,184,134
|
|
|
848,941
|
|
|
1,320,210
|
|
(Dollars in thousands)
|
TCF Financial Ownership and Market Value
|
||||||||
|
Number of Chemical Outstanding Shares
|
|
Percentage Ownership
|
|
Market Value at $42.04 Chemical Share Price
|
||||
Legacy TCF shareholders
|
81,920,494
|
|
|
53.38
|
%
|
|
$
|
3,443,938
|
|
Chemical shareholders
|
71,558,755
|
|
|
46.62
|
|
|
3,008,330
|
|
|
Total
|
153,479,249
|
|
|
100.00
|
|
|
$
|
6,452,268
|
|
|
|
Hypothetical Legacy TCF Ownership
|
||||
|
|
Number of Legacy TCF Outstanding Shares
|
|
Percentage Ownership
|
||
Legacy TCF shareholders
|
|
161,229,078
|
|
|
53.38
|
%
|
Chemical shareholders
|
|
140,835,967
|
|
|
46.62
|
|
Total
|
|
302,065,045
|
|
|
100.00
|
|
(Dollars in thousands, except per share data)
|
|
|
||
Number of hypothetical Legacy TCF shares issued to Chemical shareholders
|
140,835,967
|
|
||
Legacy TCF market price per share as of July 31, 2019
|
$
|
21.38
|
|
|
Purchase price determination of hypothetical Legacy TCF shares issued to Chemical shareholders
|
3,011,073
|
|
||
Value of Chemical stock options hypothetically converted to options to acquire shares of Legacy TCF common stock
|
7,335
|
|
||
Cash in lieu of fractional shares
|
148
|
|
||
Purchase price consideration
|
$
|
3,018,556
|
|
(1)
|
All amounts were previously reported in the Corporation's Quarterly Report on Form 10-Q for the three- and nine-month periods ended September 30, 2019, with the exception of the following adjustments to fair value based on additional information obtained in the the fourth quarter of 2019: (i) loans and leases ($4.4 million increase), (ii) other intangible assets ($42.0 million decrease), (iii) net deferred tax asset ($12.3 million increase), (iv) other assets ($1.4 million decrease), (v) deposits ($196 thousand increase), (vi) other liabilities ($7.9 million increase) and (vii) goodwill resulting from Merger ($34.8 million increase).
|
(2)
|
Net deferred tax asset includes acquisition-related fair value adjustments, loss and tax credit carry forwards, and deferred tax impacts of loan servicing rights and core deposit and customer intangibles.
|
|
Year Ended December 31,
|
||||||||||
(In thousands, except per share data)
|
2019
|
|
2018
|
|
2017
|
||||||
Net interest income and other noninterest income
|
$
|
2,225,244
|
|
|
$
|
2,228,154
|
|
|
$
|
2,086,745
|
|
Net income
|
587,335
|
|
|
590,594
|
|
|
432,128
|
|
|||
Net income available to common shareholders
|
577,360
|
|
|
575,525
|
|
|
406,445
|
|
|||
Earnings per share:
|
|
|
|
|
|
||||||
Basic
|
$
|
3.77
|
|
|
$
|
3.70
|
|
|
$
|
2.61
|
|
Diluted
|
3.75
|
|
|
3.67
|
|
|
2.60
|
|
|
At December 31,
|
||||||
(In thousands)
|
2019
|
|
2018
|
||||
Federal Home Loan Bank stock, at cost
|
$
|
318,473
|
|
|
$
|
54,019
|
|
Federal Reserve Bank stock, at cost
|
123,967
|
|
|
37,635
|
|
||
Total investments
|
$
|
442,440
|
|
|
$
|
91,654
|
|
|
Investment Securities Available-for-sale, At Fair Value
|
||||||||||||||
(In thousands)
|
Amortized Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Fair Value
|
||||||||
At December 31, 2019
|
|
|
|
|
|
|
|
||||||||
Debt securities:
|
|
|
|
|
|
|
|
||||||||
Government and government-sponsored enterprises
|
$
|
235,045
|
|
|
$
|
18
|
|
|
$
|
678
|
|
|
$
|
234,385
|
|
Obligations of states and political subdivisions
|
852,096
|
|
|
12,446
|
|
|
687
|
|
|
863,855
|
|
||||
Mortgage-backed securities:
|
|
|
|
|
|
|
|
||||||||
Residential agency
|
4,492,427
|
|
|
68,797
|
|
|
6,103
|
|
|
4,555,121
|
|
||||
Residential non-agency
|
374,046
|
|
|
1,166
|
|
|
616
|
|
|
374,596
|
|
||||
Commercial agency
|
645,814
|
|
|
8,639
|
|
|
2,049
|
|
|
652,404
|
|
||||
Commercial non-agency
|
39,398
|
|
|
17
|
|
|
205
|
|
|
39,210
|
|
||||
Total mortgage-backed debt securities
|
5,551,685
|
|
|
78,619
|
|
|
8,973
|
|
|
5,621,331
|
|
||||
Corporate debt and trust preferred securities
|
451
|
|
|
—
|
|
|
21
|
|
|
430
|
|
||||
Total investment securities available-for-sale
|
$
|
6,639,277
|
|
|
$
|
91,083
|
|
|
$
|
10,359
|
|
|
$
|
6,720,001
|
|
At December 31, 2018
|
|
|
|
|
|
|
|
||||||||
Debt securities:
|
|
|
|
|
|
|
|
||||||||
Obligations of states and political subdivisions
|
$
|
566,304
|
|
|
$
|
46
|
|
|
$
|
9,479
|
|
|
$
|
556,871
|
|
Mortgage-backed securities:
|
|
|
|
|
|
|
|
||||||||
Residential agency
|
1,845,451
|
|
|
8,026
|
|
|
26,728
|
|
|
1,826,749
|
|
||||
Residential non-agency
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
||||
Commercial agency
|
85,245
|
|
|
1,196
|
|
|
—
|
|
|
86,441
|
|
||||
Total mortgage-backed debt securities
|
1,930,700
|
|
|
9,222
|
|
|
26,728
|
|
|
1,913,194
|
|
||||
Total investment securities available-for-sale
|
$
|
2,497,004
|
|
|
$
|
9,268
|
|
|
$
|
36,207
|
|
|
$
|
2,470,065
|
|
|
Investment Securities Held-to-Maturity
|
||||||||||||||
(In thousands)
|
Amortized Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Fair Value
|
||||||||
At December 31, 2019
|
|
|
|
|
|
|
|
||||||||
Residential agency mortgage-backed securities
|
$
|
135,769
|
|
|
$
|
5,576
|
|
|
$
|
177
|
|
|
$
|
141,168
|
|
Corporate debt and trust preferred securities
|
3,676
|
|
|
—
|
|
|
—
|
|
|
3,676
|
|
||||
Total investment securities held-to-maturity
|
$
|
139,445
|
|
|
$
|
5,576
|
|
|
$
|
177
|
|
|
$
|
144,844
|
|
At December 31, 2018
|
|
|
|
|
|
|
|
||||||||
Residential agency mortgage-backed securities
|
$
|
146,052
|
|
|
$
|
1,460
|
|
|
$
|
1,045
|
|
|
$
|
146,467
|
|
Corporate debt and trust preferred securities
|
2,800
|
|
|
—
|
|
|
—
|
|
|
2,800
|
|
||||
Total investment securities held-to-maturity
|
$
|
148,852
|
|
|
$
|
1,460
|
|
|
$
|
1,045
|
|
|
$
|
149,267
|
|
|
At December 31, 2019
|
||||||||||||||||||||||
|
Less than 12 months
|
|
12 months or more
|
|
Total
|
||||||||||||||||||
(In thousands)
|
Fair Value
|
|
Unrealized Losses
|
|
Fair Value
|
|
Unrealized Losses
|
|
Fair Value
|
|
Unrealized Losses
|
||||||||||||
Investment securities available-for-sale
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Government and government sponsored enterprises
|
$
|
226,177
|
|
|
$
|
678
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
226,177
|
|
|
$
|
678
|
|
Obligations of states and political subdivisions
|
60,639
|
|
|
687
|
|
|
—
|
|
|
—
|
|
|
60,639
|
|
|
687
|
|
||||||
Mortgage-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential agency
|
667,511
|
|
|
3,586
|
|
|
200,534
|
|
|
2,517
|
|
|
868,045
|
|
|
6,103
|
|
||||||
Residential non-agency
|
140,403
|
|
|
616
|
|
|
—
|
|
|
—
|
|
|
140,403
|
|
|
616
|
|
||||||
Commercial agency
|
176,880
|
|
|
2,049
|
|
|
—
|
|
|
—
|
|
|
176,880
|
|
|
2,049
|
|
||||||
Commercial non-agency
|
25,560
|
|
|
205
|
|
|
—
|
|
|
—
|
|
|
25,560
|
|
|
205
|
|
||||||
Total mortgage-backed debt securities
|
1,010,354
|
|
|
6,456
|
|
|
200,534
|
|
|
2,517
|
|
|
1,210,888
|
|
|
8,973
|
|
||||||
Corporate debt and trust preferred securities
|
430
|
|
|
21
|
|
|
—
|
|
|
—
|
|
|
430
|
|
|
21
|
|
||||||
Total investment securities available-for-sale
|
$
|
1,297,600
|
|
|
$
|
7,842
|
|
|
$
|
200,534
|
|
|
$
|
2,517
|
|
|
$
|
1,498,134
|
|
|
$
|
10,359
|
|
Investment securities held-to-maturity
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential agency mortgage-backed securities
|
$
|
7,116
|
|
|
$
|
72
|
|
|
$
|
9,209
|
|
|
$
|
105
|
|
|
$
|
16,325
|
|
|
$
|
177
|
|
Total investment securities held-to-maturity
|
$
|
7,116
|
|
|
$
|
72
|
|
|
$
|
9,209
|
|
|
$
|
105
|
|
|
$
|
16,325
|
|
|
$
|
177
|
|
|
At December 31, 2018
|
||||||||||||||||||||||
|
Less than 12 months
|
|
12 months or more
|
|
Total
|
||||||||||||||||||
(In thousands)
|
Fair Value
|
|
Unrealized Losses
|
|
Fair Value
|
|
Unrealized Losses
|
|
Fair Value
|
|
Unrealized Losses
|
||||||||||||
Investment securities available-for-sale
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Obligations of states and political subdivisions
|
$
|
3,620
|
|
|
$
|
—
|
|
|
$
|
526,817
|
|
|
$
|
9,479
|
|
|
$
|
530,437
|
|
|
$
|
9,479
|
|
Residential agency mortgage-backed securities
|
102,709
|
|
|
184
|
|
|
838,482
|
|
|
26,544
|
|
|
941,191
|
|
|
26,728
|
|
||||||
Total investment securities available-for-sale
|
$
|
106,329
|
|
|
$
|
184
|
|
|
$
|
1,365,299
|
|
|
$
|
36,023
|
|
|
$
|
1,471,628
|
|
|
$
|
36,207
|
|
Investment securities held-to-maturity
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential agency mortgage-backed securities
|
$
|
3,074
|
|
|
$
|
14
|
|
|
$
|
31,738
|
|
|
$
|
1,031
|
|
|
$
|
34,812
|
|
|
$
|
1,045
|
|
Total investment securities held-to-maturity
|
$
|
3,074
|
|
|
$
|
14
|
|
|
$
|
31,738
|
|
|
$
|
1,031
|
|
|
$
|
34,812
|
|
|
$
|
1,045
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Gross realized gains
|
$
|
10,877
|
|
|
$
|
1,148
|
|
|
$
|
—
|
|
Gross realized losses
|
3,491
|
|
|
1,021
|
|
|
—
|
|
|||
Recoveries on previously impaired investment securities held-to-maturity
|
39
|
|
|
221
|
|
|
237
|
|
|||
Net gains on investment securities
|
$
|
7,425
|
|
|
$
|
348
|
|
|
$
|
237
|
|
|
At December 31, 2019
|
|
At December 31, 2018
|
||||||||||||
(In thousands)
|
Amortized Cost
|
|
Fair Value
|
|
Amortized Cost
|
|
Fair Value
|
||||||||
Investment Securities Available-for-Sale
|
|
|
|
|
|
|
|
||||||||
Due in one year or less
|
$
|
66,124
|
|
|
$
|
66,112
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Due in 1-5 years
|
191,364
|
|
|
192,065
|
|
|
24,464
|
|
|
24,375
|
|
||||
Due in 5-10 years
|
547,813
|
|
|
555,523
|
|
|
509,832
|
|
|
503,768
|
|
||||
Due after 10 years
|
5,833,976
|
|
|
5,906,301
|
|
|
1,962,708
|
|
|
1,941,922
|
|
||||
Total investment securities available-for-sale
|
$
|
6,639,277
|
|
|
$
|
6,720,001
|
|
|
$
|
2,497,004
|
|
|
$
|
2,470,065
|
|
Investment Securities Held-to-Maturity
|
|
|
|
|
|
|
|
||||||||
Due in 1-5 years
|
$
|
3,550
|
|
|
$
|
3,550
|
|
|
$
|
2,400
|
|
|
$
|
2,400
|
|
Due in 5-10 years
|
58
|
|
|
64
|
|
|
430
|
|
|
432
|
|
||||
Due after 10 years
|
135,837
|
|
|
141,230
|
|
|
146,022
|
|
|
146,435
|
|
||||
Total investment securities held-to-maturity
|
$
|
139,445
|
|
|
$
|
144,844
|
|
|
$
|
148,852
|
|
|
$
|
149,267
|
|
|
At December 31,
|
||||||
(In thousands)
|
2019
|
|
2018
|
||||
Commercial loan and lease portfolio:
|
|
|
|
||||
Commercial and industrial
|
$
|
11,439,602
|
|
|
$
|
6,298,240
|
|
Commercial real estate
|
9,136,870
|
|
|
2,830,705
|
|
||
Lease financing
|
2,699,869
|
|
|
2,530,163
|
|
||
Total commercial loan and lease portfolio
|
23,276,341
|
|
|
11,659,108
|
|
||
Consumer loan portfolio:
|
|
|
|
|
|
||
Residential mortgage
|
6,179,805
|
|
|
2,335,835
|
|
||
Consumer installment
|
1,542,411
|
|
|
2,003,572
|
|
||
Home equity
|
3,498,907
|
|
|
3,074,505
|
|
||
Total consumer loan portfolio
|
11,221,123
|
|
|
7,413,912
|
|
||
Total loans and leases(1)
|
$
|
34,497,464
|
|
|
$
|
19,073,020
|
|
(1)
|
Loans and leases are reported at historical cost including net direct fees and costs associated with originating and acquiring loans and leases, lease residuals, unearned income and unamortized purchase premiums and discounts. The aggregate amount of these loan and lease adjustments was a net deferred cost of $201.5 million and $1.5 million at December 31, 2019 and 2018, respectively.
|
|
At or For Year Ended December 31,
|
||||||
(In thousands)
|
2019
|
|
2018
|
||||
Balance of PCI loans, beginning of period
|
$
|
3,817
|
|
|
$
|
11,844
|
|
Accretable Yield
|
|
|
|
||||
Balance, beginning of period
|
$
|
961
|
|
|
$
|
1,051
|
|
Addition attributable to the Merger
|
38,479
|
|
|
—
|
|
||
Accretion recognized in interest income
|
(11,453
|
)
|
|
(215
|
)
|
||
Net reclassification (to) from nonaccretable difference
|
10,091
|
|
|
370
|
|
||
Payments received
|
(10,445
|
)
|
|
(245
|
)
|
||
Balance, end of period
|
$
|
27,633
|
|
|
$
|
961
|
|
Balance of PCI loans, end of period
|
$
|
246,786
|
|
|
$
|
3,817
|
|
(In thousands)
|
At December 31, 2019
|
||
Carrying amount
|
$
|
2,794,212
|
|
Unguaranteed residual assets
|
152,030
|
|
|
Net direct fees and costs and unearned income
|
(246,373
|
)
|
|
Total net investment in direct financing and sales-type leases
|
$
|
2,699,869
|
|
(In thousands)
|
Year Ended December 31, 2019
|
||
Interest income - loans and leases:
|
|
||
Interest income on net investment in direct financing and sales-type leases
|
$
|
131,547
|
|
Leasing revenue (noninterest income):
|
|
||
Lease income from operating lease payments
|
100,975
|
|
|
Profit (loss) recorded on commencement date on sales-type
|
35,694
|
|
|
Gain (losses) on sales of leased equipment
|
27,049
|
|
|
Leasing Revenue
|
163,718
|
|
|
Total lease income
|
$
|
295,265
|
|
(In thousands)
|
|
||
2020
|
$
|
75,507
|
|
2021
|
54,274
|
|
|
2022
|
31,494
|
|
|
2023
|
14,405
|
|
|
2024
|
5,283
|
|
|
Thereafter
|
3,674
|
|
|
Total undiscounted future minimum lease payments
|
$
|
184,637
|
|
|
Year Ended December 31,
|
||||||||||
(In millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Sale proceeds, net
|
$
|
2,951,445
|
|
|
$
|
1,275,960
|
|
|
$
|
1,899,430
|
|
Recorded investment in loans and leases sold, including accrued interest
|
2,888,408
|
|
|
1,238,018
|
|
|
1,837,500
|
|
|||
Loss on transfer of loans to held-for-sale, interest-only strips at initial value and other
|
(36,729
|
)
|
|
(4,247
|
)
|
|
(16,612
|
)
|
|||
Net gains on sales of loans and leases
|
$
|
26,308
|
|
|
$
|
33,695
|
|
|
$
|
45,318
|
|
|
At December 31,
|
||||||
(In thousands)
|
2019
|
|
2018
|
||||
Interest-only strips
|
$
|
12,813
|
|
|
$
|
16,835
|
|
|
At or For the Year Ended December 31, 2019
|
||||||||||
(In thousands)
|
Consumer Loan Portfolio
|
|
Commercial Loan and Lease Portfolio
|
|
Total Loans and Leases
|
||||||
Balance, beginning of period
|
$
|
80,017
|
|
|
$
|
77,429
|
|
|
$
|
157,446
|
|
Charge-offs
|
(50,480
|
)
|
|
(47,455
|
)
|
|
(97,935
|
)
|
|||
Recoveries
|
23,653
|
|
|
6,731
|
|
|
30,384
|
|
|||
Net (charge-offs) recoveries
|
(26,827
|
)
|
|
(40,724
|
)
|
|
(67,551
|
)
|
|||
Provision for credit losses
|
17,492
|
|
|
47,790
|
|
|
65,282
|
|
|||
Other(1)
|
(42,110
|
)
|
|
(15
|
)
|
|
(42,125
|
)
|
|||
Balance, end of period
|
$
|
28,572
|
|
|
$
|
84,480
|
|
|
$
|
113,052
|
|
|
|
|
|
|
|
||||||
|
At or For the Year Ended December 31, 2018
|
||||||||||
(In thousands)
|
Consumer Loan Portfolio
|
|
Commercial Loan and Lease Portfolio
|
|
Total Loans and Leases
|
||||||
Balance, beginning of period
|
$
|
98,085
|
|
|
$
|
72,956
|
|
|
$
|
171,041
|
|
Charge-offs
|
(64,520
|
)
|
|
(20,208
|
)
|
|
(84,728
|
)
|
|||
Recoveries
|
26,487
|
|
|
3,216
|
|
|
29,703
|
|
|||
Net (charge-offs) recoveries
|
(38,033
|
)
|
|
(16,992
|
)
|
|
(55,025
|
)
|
|||
Provision for credit losses
|
24,851
|
|
|
21,917
|
|
|
46,768
|
|
|||
Other(1)
|
(4,886
|
)
|
|
(452
|
)
|
|
(5,338
|
)
|
|||
Balance, end of period
|
$
|
80,017
|
|
|
$
|
77,429
|
|
|
$
|
157,446
|
|
|
|
|
|
|
|
||||||
|
At or For the Year Ended December 31, 2017
|
||||||||||
(In thousands)
|
Consumer Loan Portfolio
|
|
Commercial Loan and Lease Portfolio
|
|
Total Loans and Leases
|
||||||
Balance, beginning of period
|
$
|
92,292
|
|
|
$
|
67,977
|
|
|
$
|
160,269
|
|
Charge-offs
|
(59,831
|
)
|
|
(19,261
|
)
|
|
(79,092
|
)
|
|||
Recoveries
|
30,916
|
|
|
3,736
|
|
|
34,652
|
|
|||
Net (charge-offs) recoveries
|
(28,915
|
)
|
|
(15,525
|
)
|
|
(44,440
|
)
|
|||
Provision for credit losses
|
47,911
|
|
|
20,532
|
|
|
68,443
|
|
|||
Other(1)
|
(13,203
|
)
|
|
(28
|
)
|
|
(13,231
|
)
|
|||
Balance, end of period
|
$
|
98,085
|
|
|
$
|
72,956
|
|
|
$
|
171,041
|
|
(1)
|
Primarily includes the transfer of the allowance for loan and lease losses to loans and leases held-for-sale.
|
|
At December 31, 2019
|
||||||||||
(In thousands)
|
Consumer Loan Portfolio
|
|
Commercial Loan and Lease Portfolio
|
|
Total Loans and Leases
|
||||||
Allowance for loan and lease losses:
|
|
|
|
|
|
|
|||||
Collectively evaluated for impairment
|
$
|
26,430
|
|
|
$
|
75,756
|
|
|
$
|
102,186
|
|
Individually evaluated for impairment
|
1,468
|
|
|
5,769
|
|
|
7,237
|
|
|||
Loans acquired with deteriorated credit quality
|
674
|
|
|
2,955
|
|
|
3,629
|
|
|||
Total
|
$
|
28,572
|
|
|
$
|
84,480
|
|
|
$
|
113,052
|
|
Loans and leases outstanding:
|
|
|
|
|
|
|
|
|
|||
Collectively evaluated for impairment
|
$
|
11,087,534
|
|
|
$
|
22,986,607
|
|
|
$
|
34,074,141
|
|
Individually evaluated for impairment
|
60,694
|
|
|
115,843
|
|
|
176,537
|
|
|||
Loans acquired with deteriorated credit quality
|
72,895
|
|
|
173,891
|
|
|
246,786
|
|
|||
Total
|
$
|
11,221,123
|
|
|
$
|
23,276,341
|
|
|
$
|
34,497,464
|
|
|
At December 31, 2018
|
||||||||||
(In thousands)
|
Consumer Loan Portfolio
|
|
Commercial Loan and Lease Portfolio
|
|
Total Loans and Leases
|
||||||
Allowance for loan and lease losses:
|
|
|
|
|
|
|
|||||
Collectively evaluated for impairment
|
$
|
57,113
|
|
|
$
|
68,140
|
|
|
$
|
125,253
|
|
Individually evaluated for impairment
|
22,904
|
|
|
9,289
|
|
|
32,193
|
|
|||
Total
|
$
|
80,017
|
|
|
$
|
77,429
|
|
|
$
|
157,446
|
|
Loans and leases outstanding:
|
|
|
|
|
|
|
|
|
|||
Collectively evaluated for impairment
|
$
|
7,285,753
|
|
|
$
|
11,587,372
|
|
|
$
|
18,873,125
|
|
Individually evaluated for impairment
|
128,159
|
|
|
67,919
|
|
|
196,078
|
|
|||
Loans acquired with deteriorated credit quality
|
—
|
|
|
3,817
|
|
|
3,817
|
|
|||
Total
|
$
|
7,413,912
|
|
|
$
|
11,659,108
|
|
|
$
|
19,073,020
|
|
|
At December 31, 2019
|
||||||||||||||||||||||
(In thousands)
|
Current
|
|
30-89 Days
Delinquent
and Accruing
|
|
90 Days or More
Delinquent
and Accruing
|
|
Total
Accruing
|
|
Nonaccrual
|
|
Total
|
||||||||||||
Commercial loan and lease portfolio:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Commercial and industrial
|
$
|
11,283,832
|
|
|
$
|
29,780
|
|
|
$
|
331
|
|
|
$
|
11,313,943
|
|
|
$
|
53,812
|
|
|
$
|
11,367,755
|
|
Commercial real estate
|
8,993,360
|
|
|
10,291
|
|
|
1,440
|
|
|
9,005,091
|
|
|
29,735
|
|
|
9,034,826
|
|
||||||
Lease financing
|
2,662,354
|
|
|
24,657
|
|
|
1,901
|
|
|
2,688,912
|
|
|
10,957
|
|
|
2,699,869
|
|
||||||
Total commercial loan and lease portfolio
|
22,939,546
|
|
|
64,728
|
|
|
3,672
|
|
|
23,007,946
|
|
|
94,504
|
|
|
23,102,450
|
|
||||||
Consumer loan portfolio:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential mortgage
|
6,056,817
|
|
|
17,245
|
|
|
559
|
|
|
6,074,621
|
|
|
38,577
|
|
|
6,113,198
|
|
||||||
Consumer installment
|
1,536,714
|
|
|
4,292
|
|
|
108
|
|
|
1,541,114
|
|
|
714
|
|
|
1,541,828
|
|
||||||
Home equity
|
3,434,771
|
|
|
22,568
|
|
|
—
|
|
|
3,457,339
|
|
|
35,863
|
|
|
3,493,202
|
|
||||||
Total consumer loan portfolio
|
11,028,302
|
|
|
44,105
|
|
|
667
|
|
|
11,073,074
|
|
|
75,154
|
|
|
11,148,228
|
|
||||||
PCI loans(1)
|
217,206
|
|
|
3,843
|
|
|
25,737
|
|
|
246,786
|
|
|
$
|
—
|
|
|
246,786
|
|
|||||
Total
|
$
|
34,185,054
|
|
|
$
|
112,676
|
|
|
$
|
30,076
|
|
|
$
|
34,327,806
|
|
|
$
|
169,658
|
|
|
$
|
34,497,464
|
|
(1)
|
PCI loans that are not performing in accordance with contractual terms are not reported as nonaccrual because these loans were recorded at their net realizable value based on the principal and interest TCF expects to collect on these loans.
|
|
At December 31, 2018
|
||||||||||||||||||||||
(In thousands)
|
Current
|
|
30-89 Days
Delinquent
and Accruing
|
|
90 Days or More
Delinquent
and Accruing
|
|
Total
Accruing
|
|
Nonaccrual
|
|
Total
|
||||||||||||
Commercial loan and lease portfolio:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Commercial and industrial
|
$
|
6,253,949
|
|
|
$
|
13,653
|
|
|
$
|
760
|
|
|
$
|
6,268,362
|
|
|
$
|
26,061
|
|
|
$
|
6,294,423
|
|
Commercial real estate
|
2,826,187
|
|
|
—
|
|
|
—
|
|
|
2,826,187
|
|
|
4,518
|
|
|
2,830,705
|
|
||||||
Lease financing
|
2,498,811
|
|
|
21,477
|
|
|
1,882
|
|
|
2,522,170
|
|
|
7,993
|
|
|
2,530,163
|
|
||||||
Total commercial loan and lease portfolio
|
11,578,947
|
|
|
35,130
|
|
|
2,642
|
|
|
11,616,719
|
|
|
38,572
|
|
|
11,655,291
|
|
||||||
Consumer loan portfolio:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential mortgage
|
2,291,435
|
|
|
10,014
|
|
|
1,275
|
|
|
2,302,724
|
|
|
33,111
|
|
|
2,335,835
|
|
||||||
Consumer installment
|
1,951,302
|
|
|
40,340
|
|
|
3,349
|
|
|
1,994,991
|
|
|
8,581
|
|
|
2,003,572
|
|
||||||
Home equity
|
3,042,968
|
|
|
5,883
|
|
|
—
|
|
|
3,048,851
|
|
|
25,654
|
|
|
3,074,505
|
|
||||||
Total consumer loan portfolio
|
7,285,705
|
|
|
56,237
|
|
|
4,624
|
|
|
7,346,566
|
|
|
67,346
|
|
|
7,413,912
|
|
||||||
PCI loans(1)
|
3,639
|
|
|
—
|
|
|
178
|
|
|
3,817
|
|
|
$
|
—
|
|
|
3,817
|
|
|||||
Total
|
$
|
18,868,291
|
|
|
$
|
91,367
|
|
|
$
|
7,444
|
|
|
$
|
18,967,102
|
|
|
$
|
105,918
|
|
|
$
|
19,073,020
|
|
(1)
|
PCI loans that are not performing in accordance with contractual terms are not reported as nonaccrual because these loans were recorded at their net realizable value based on the principal and interest TCF expects to collect on these loans.
|
(In thousands)
|
Pass
|
|
Special Mention
|
|
Substandard
|
|
Total
|
||||||||
At December 31, 2019
|
|
|
|
|
|
|
|
||||||||
Commercial loan and lease portfolio:
|
|
|
|
|
|
|
|
|
|
||||||
Commercial and industrial
|
$
|
10,930,939
|
|
|
$
|
315,097
|
|
|
$
|
193,566
|
|
|
$
|
11,439,602
|
|
Commercial real estate
|
8,891,361
|
|
|
170,114
|
|
|
75,395
|
|
|
9,136,870
|
|
||||
Lease financing
|
2,646,874
|
|
|
28,091
|
|
|
24,904
|
|
|
2,699,869
|
|
||||
Total commercial loan and lease portfolio
|
22,469,174
|
|
|
513,302
|
|
|
293,865
|
|
|
23,276,341
|
|
||||
Consumer loan portfolio:
|
|
|
|
|
|
|
|
||||||||
Residential mortgage
|
6,135,096
|
|
|
565
|
|
|
44,144
|
|
|
6,179,805
|
|
||||
Consumer installment
|
1,541,524
|
|
|
—
|
|
|
887
|
|
|
1,542,411
|
|
||||
Home equity
|
3,457,292
|
|
|
456
|
|
|
41,159
|
|
|
3,498,907
|
|
||||
Total consumer loan portfolio
|
11,133,912
|
|
|
1,021
|
|
|
86,190
|
|
|
11,221,123
|
|
||||
Total loans and leases
|
$
|
33,603,086
|
|
|
$
|
514,323
|
|
|
$
|
380,055
|
|
|
$
|
34,497,464
|
|
At December 31, 2018
|
|
|
|
|
|
|
|
||||||||
Commercial loan and lease portfolio:
|
|
|
|
|
|
|
|
|
|
||||||
Commercial and industrial
|
$
|
6,033,321
|
|
|
$
|
158,296
|
|
|
$
|
106,623
|
|
|
$
|
6,298,240
|
|
Commercial real estate
|
2,792,103
|
|
|
12,864
|
|
|
25,738
|
|
|
2,830,705
|
|
||||
Lease financing
|
2,480,964
|
|
|
25,195
|
|
|
24,004
|
|
|
2,530,163
|
|
||||
Total commercial loan and lease portfolio
|
11,306,388
|
|
|
196,355
|
|
|
156,365
|
|
|
11,659,108
|
|
||||
Consumer loan portfolio:
|
|
|
|
|
|
|
|
||||||||
Residential mortgage
|
2,294,740
|
|
|
3,606
|
|
|
37,489
|
|
|
2,335,835
|
|
||||
Consumer installment
|
1,981,844
|
|
|
1,302
|
|
|
20,426
|
|
|
2,003,572
|
|
||||
Home equity
|
3,043,296
|
|
|
3,747
|
|
|
27,462
|
|
|
3,074,505
|
|
||||
Total consumer loan portfolio
|
7,319,880
|
|
|
8,655
|
|
|
85,377
|
|
|
7,413,912
|
|
||||
Total loans and leases
|
$
|
18,626,268
|
|
|
$
|
205,010
|
|
|
$
|
241,742
|
|
|
$
|
19,073,020
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||||||||||||||
(In thousands)
|
Pre-modification Investment
|
|
Post-modification Investment
|
|
Pre-modification Investment
|
|
Post-modification Investment
|
|
Pre-modification Investment
|
|
Post-modification Investment
|
||||||||||||
Commercial loan and lease portfolio:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
$
|
5,347
|
|
|
$
|
5,347
|
|
|
$
|
7,253
|
|
|
$
|
7,253
|
|
|
$
|
10,266
|
|
|
$
|
10,241
|
|
Commercial real estate
|
35,997
|
|
|
35,997
|
|
|
5,228
|
|
|
5,228
|
|
|
3,077
|
|
|
3,077
|
|
||||||
Total commercial loan and lease portfolio
|
41,344
|
|
|
41,344
|
|
|
12,481
|
|
|
12,481
|
|
|
13,343
|
|
|
13,318
|
|
||||||
Consumer loan portfolio:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential mortgage
|
6,053
|
|
|
5,912
|
|
|
5,333
|
|
|
5,259
|
|
|
7,666
|
|
|
7,480
|
|
||||||
Consumer installment
|
217
|
|
|
183
|
|
|
1,052
|
|
|
1,052
|
|
|
892
|
|
|
892
|
|
||||||
Home equity
|
4,144
|
|
|
4,089
|
|
|
2,182
|
|
|
2,181
|
|
|
2,169
|
|
|
2,157
|
|
||||||
Total consumer loan portfolio
|
10,414
|
|
|
10,184
|
|
|
8,567
|
|
|
8,492
|
|
|
10,727
|
|
|
10,529
|
|
||||||
Total
|
$
|
51,758
|
|
|
$
|
51,528
|
|
|
$
|
21,048
|
|
|
$
|
20,973
|
|
|
$
|
24,070
|
|
|
$
|
23,847
|
|
|
At December 31, 2019
|
|
At December 31, 2018
|
||||||||||||||||||||
(In thousands)
|
Accruing
TDR Loans
|
|
Nonaccrual TDR Loans
|
|
Total
TDR Loans
|
|
Accruing
TDR Loans
|
|
Nonaccrual TDR Loans
|
|
Total
TDR Loans
|
||||||||||||
Commercial loan and lease portfolio
|
$
|
12,986
|
|
|
$
|
5,356
|
|
|
$
|
18,342
|
|
|
$
|
12,665
|
|
|
$
|
6,153
|
|
|
$
|
18,818
|
|
Consumer loan portfolio
|
12,403
|
|
|
14,875
|
|
|
27,278
|
|
|
85,794
|
|
|
22,554
|
|
|
108,348
|
|
||||||
Total
|
$
|
25,389
|
|
|
$
|
20,231
|
|
|
$
|
45,620
|
|
|
$
|
98,459
|
|
|
$
|
28,707
|
|
|
$
|
127,166
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Defaulted TDR loan balances modified during the applicable period
|
|
|
|
|
|
||||||
Commercial loan and lease portfolio:
|
|
|
|
|
|
||||||
Commercial and industrial
|
$
|
956
|
|
|
$
|
4,697
|
|
|
$
|
555
|
|
Total commercial loan and lease portfolio
|
956
|
|
|
4,697
|
|
|
555
|
|
|||
Consumer loan portfolio:
|
|
|
|
|
|
||||||
Residential mortgage
|
1,325
|
|
|
3,258
|
|
|
2,819
|
|
|||
Consumer installment
|
1,555
|
|
|
1,436
|
|
|
1,169
|
|
|||
Home equity
|
401
|
|
|
558
|
|
|
841
|
|
|||
Total consumer loan portfolio
|
3,281
|
|
|
5,252
|
|
|
4,829
|
|
|||
Defaulted TDR loan balances
|
$
|
4,237
|
|
|
$
|
9,949
|
|
|
$
|
5,384
|
|
|
At December 31, 2019
|
|
At December 31, 2018
|
||||||||||||||||||||
(In thousands)
|
Unpaid
Contractual Balance |
|
Loan and Lease Balance
|
|
Related
Allowance Recorded |
|
Unpaid
Contractual Balance |
|
Loan Balance
|
|
Related
Allowance Recorded |
||||||||||||
Impaired loans and leases with an allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Commercial loan and lease portfolio:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
$
|
20,069
|
|
|
$
|
20,090
|
|
|
$
|
2,844
|
|
|
$
|
35,444
|
|
|
$
|
32,326
|
|
|
$
|
6,354
|
|
Commercial real estate
|
4,225
|
|
|
3,962
|
|
|
333
|
|
|
4,905
|
|
|
4,474
|
|
|
1,108
|
|
||||||
Lease financing
|
10,956
|
|
|
10,956
|
|
|
2,592
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total commercial loan and lease portfolio
|
35,250
|
|
|
35,008
|
|
|
5,769
|
|
|
40,349
|
|
|
36,800
|
|
|
7,462
|
|
||||||
Consumer loan portfolio:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential mortgage
|
24,297
|
|
|
22,250
|
|
|
1,030
|
|
|
63,004
|
|
|
60,172
|
|
|
17,216
|
|
||||||
Consumer installment
|
—
|
|
|
—
|
|
|
—
|
|
|
919
|
|
|
647
|
|
|
81
|
|
||||||
Home equity
|
9,418
|
|
|
8,791
|
|
|
438
|
|
|
27,386
|
|
|
25,836
|
|
|
5,288
|
|
||||||
Total consumer loan portfolio
|
33,715
|
|
|
31,041
|
|
|
1,468
|
|
|
91,309
|
|
|
86,655
|
|
|
22,585
|
|
||||||
Total impaired loans and leases with an allowance recorded
|
68,965
|
|
|
66,049
|
|
|
7,237
|
|
|
131,658
|
|
|
123,455
|
|
|
30,047
|
|
||||||
Impaired loans and leases without an allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Commercial loan and lease portfolio:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
55,889
|
|
|
39,098
|
|
|
—
|
|
|
2,239
|
|
|
2,237
|
|
|
—
|
|
||||||
Commercial real estate
|
69,143
|
|
|
41,737
|
|
|
—
|
|
|
4,275
|
|
|
4,208
|
|
|
—
|
|
||||||
Total commercial loan and lease portfolio
|
125,032
|
|
|
80,835
|
|
|
—
|
|
|
6,514
|
|
|
6,445
|
|
|
—
|
|
||||||
Consumer loan portfolio:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential mortgage
|
31,142
|
|
|
22,594
|
|
|
—
|
|
|
11,636
|
|
|
9,494
|
|
|
—
|
|
||||||
Consumer installment
|
2,095
|
|
|
880
|
|
|
—
|
|
|
15,400
|
|
|
10,770
|
|
|
—
|
|
||||||
Home equity
|
24,709
|
|
|
6,179
|
|
|
—
|
|
|
10,620
|
|
|
1,429
|
|
|
—
|
|
||||||
Total consumer loan portfolio
|
57,946
|
|
|
29,653
|
|
|
—
|
|
|
37,656
|
|
|
21,693
|
|
|
—
|
|
||||||
Total impaired loans and leases without an allowance recorded
|
182,978
|
|
|
110,488
|
|
|
—
|
|
|
44,170
|
|
|
28,138
|
|
|
—
|
|
||||||
Total impaired loans and leases
|
$
|
251,943
|
|
|
$
|
176,537
|
|
|
$
|
7,237
|
|
|
$
|
175,828
|
|
|
$
|
151,593
|
|
|
$
|
30,047
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||||||||||||||
(In thousands)
|
Average Loan and Lease Balance
|
|
Interest Income Recognized
|
|
Average Loan Balance
|
|
Interest Income Recognized
|
|
Average Loan Balance
|
|
Interest Income Recognized
|
||||||||||||
Impaired loans and leases with an allowance recorded
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial loan and lease portfolio:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
$
|
26,208
|
|
|
$
|
54
|
|
|
$
|
29,285
|
|
|
$
|
282
|
|
|
$
|
20,260
|
|
|
$
|
347
|
|
Commercial real estate
|
4,218
|
|
|
172
|
|
|
5,588
|
|
|
—
|
|
|
8,388
|
|
|
16
|
|
||||||
Lease financing
|
5,478
|
|
|
153
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total commercial loan and lease portfolio
|
35,904
|
|
|
379
|
|
|
34,873
|
|
|
282
|
|
|
28,648
|
|
|
363
|
|
||||||
Consumer loan portfolio:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential mortgage
|
41,211
|
|
|
1,942
|
|
|
68,850
|
|
|
1,653
|
|
|
89,247
|
|
|
2,125
|
|
||||||
Consumer installment
|
324
|
|
|
1
|
|
|
834
|
|
|
—
|
|
|
3,223
|
|
|
—
|
|
||||||
Home equity
|
17,313
|
|
|
849
|
|
|
29,327
|
|
|
1,609
|
|
|
43,932
|
|
|
2,111
|
|
||||||
Total consumer loan portfolio
|
58,848
|
|
|
2,792
|
|
|
99,011
|
|
|
3,262
|
|
|
136,402
|
|
|
4,236
|
|
||||||
Total impaired loans and leases with an allowance recorded
|
94,752
|
|
|
3,171
|
|
|
133,884
|
|
|
3,544
|
|
|
165,050
|
|
|
4,599
|
|
||||||
Impaired loans and leases without an allowance recorded
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial loan and lease portfolio:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
20,667
|
|
|
205
|
|
|
2,527
|
|
|
173
|
|
|
1,971
|
|
|
200
|
|
||||||
Commercial real estate
|
22,972
|
|
|
1,209
|
|
|
4,350
|
|
|
231
|
|
|
10,136
|
|
|
709
|
|
||||||
Total commercial loan and lease portfolio
|
43,639
|
|
|
1,414
|
|
|
6,877
|
|
|
404
|
|
|
12,107
|
|
|
909
|
|
||||||
Consumer loan portfolio:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential mortgage
|
16,044
|
|
|
983
|
|
|
9,923
|
|
|
655
|
|
|
11,428
|
|
|
896
|
|
||||||
Consumer installment
|
5,825
|
|
|
256
|
|
|
9,284
|
|
|
302
|
|
|
5,103
|
|
|
209
|
|
||||||
Home equity
|
3,804
|
|
|
174
|
|
|
1,553
|
|
|
216
|
|
|
1,864
|
|
|
463
|
|
||||||
Total consumer loan portfolio
|
25,673
|
|
|
1,413
|
|
|
20,760
|
|
|
1,173
|
|
|
18,395
|
|
|
1,568
|
|
||||||
Total impaired loans and leases without an allowance recorded
|
69,312
|
|
|
2,827
|
|
|
27,637
|
|
|
1,577
|
|
|
30,502
|
|
|
2,477
|
|
||||||
Total impaired loans and leases
|
$
|
164,064
|
|
|
$
|
5,998
|
|
|
$
|
161,521
|
|
|
$
|
5,121
|
|
|
$
|
195,552
|
|
|
$
|
7,076
|
|
|
At December 31,
|
||||||
(In thousands)
|
2019
|
|
2018
|
||||
Other real estate owned
|
$
|
34,256
|
|
|
$
|
17,403
|
|
Repossessed and returned assets
|
8,045
|
|
|
14,574
|
|
||
Consumer real estate loans in process of foreclosure
|
17,758
|
|
|
15,540
|
|
|
At December 31,
|
||||||
(In thousands)
|
2019
|
|
2018
|
||||
Land
|
$
|
151,332
|
|
|
$
|
144,754
|
|
Office buildings
|
334,673
|
|
|
268,495
|
|
||
Leasehold improvements
|
59,141
|
|
|
51,868
|
|
||
Furniture, equipment and computer software
|
440,678
|
|
|
404,743
|
|
||
Premises and equipment leased under finance leases
|
3,180
|
|
|
3,180
|
|
||
Subtotal
|
989,004
|
|
|
873,040
|
|
||
Accumulated depreciation and amortization
|
(455,866
|
)
|
|
(445,506
|
)
|
||
Premises and equipment, net
|
$
|
533,138
|
|
|
$
|
427,534
|
|
|
At December 31,
|
||||||
(In thousands)
|
2019
|
|
2018
|
||||
Goodwill related to consumer banking segment
|
$
|
764,389
|
|
|
$
|
141,246
|
|
Goodwill related to commercial banking segment
|
535,489
|
|
|
13,511
|
|
||
Goodwill, net
|
$
|
1,299,878
|
|
|
$
|
154,757
|
|
(In thousands)
|
|
Core deposit intangibles
|
|
Program agreements
|
|
Non-compete agreements
|
|
Customer relationships
|
|
Total
|
||||||||||
At December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Gross carrying value
|
|
$
|
141,232
|
|
|
$
|
14,700
|
|
|
$
|
9,000
|
|
|
$
|
21,949
|
|
|
$
|
186,881
|
|
Accumulated amortization
|
|
(11,016
|
)
|
|
(1,031
|
)
|
|
(5,618
|
)
|
|
(848
|
)
|
|
(18,513
|
)
|
|||||
Net carrying amount
|
|
$
|
130,216
|
|
|
$
|
13,669
|
|
|
$
|
3,382
|
|
|
$
|
21,101
|
|
|
$
|
168,368
|
|
At December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Gross carrying value
|
|
$
|
3,049
|
|
|
$
|
14,700
|
|
|
$
|
9,250
|
|
|
$
|
600
|
|
|
$
|
27,599
|
|
Accumulated amortization
|
|
(2,502
|
)
|
|
(408
|
)
|
|
(3,643
|
)
|
|
(550
|
)
|
|
(7,103
|
)
|
|||||
Net carrying amount
|
|
$
|
547
|
|
|
$
|
14,292
|
|
|
$
|
5,607
|
|
|
$
|
50
|
|
|
$
|
20,496
|
|
(In thousands)
|
|
Total
|
||
2020
|
|
$
|
21,992
|
|
2021
|
|
20,136
|
|
|
2022
|
|
18,180
|
|
|
2023
|
|
16,868
|
|
|
2024
|
|
16,161
|
|
|
At December 31,
|
||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Balance, beginning of period
|
$
|
23
|
|
|
$
|
25
|
|
|
$
|
30
|
|
Acquired in the Merger
|
59,567
|
|
|
—
|
|
|
—
|
|
|||
New servicing assets created
|
4,969
|
|
|
7
|
|
|
4
|
|
|||
Impairment (charge) recovery
|
(3,882
|
)
|
|
—
|
|
|
—
|
|
|||
Amortization
|
(4,364
|
)
|
|
(9
|
)
|
|
(9
|
)
|
|||
Balance, end of period
|
$
|
56,313
|
|
|
$
|
23
|
|
|
$
|
25
|
|
Valuation allowance, end of period
|
$
|
(3,882
|
)
|
|
—
|
|
|
—
|
|
||
Loans serviced for others that have servicing rights capitalized, end of period
|
$
|
6,566,892
|
|
|
—
|
|
|
—
|
|
|
At December 31, 2019
|
|
Weighted-average discount rate
|
2.67
|
%
|
Weighted-average remaining lease term (years)
|
6.8 years
|
|
(In thousands)
|
Year Ended December 31, 2019
|
||
Lease expense
|
$
|
39,724
|
|
Short-term and variable lease cost
|
732
|
|
|
Sublease income
|
(1,716
|
)
|
|
Total lease cost for operating leases
|
$
|
38,740
|
|
(In thousands)
|
Year Ended December 31, 2019
|
||
Operating lease right-of-use assets obtained in exchange for operating lease liabilities
|
$
|
131,305
|
|
Cash paid for amounts included in the measurement of lease liabilities - operating
|
33,231
|
|
|
At December 31,
|
||||||||||||
|
2019
|
|
2018
|
||||||||||
(Dollars in thousands)
|
Amount
|
|
Year-to-Date Weighted-average Rate
|
|
Amount
|
|
Year-to-Date Weighted-average Rate
|
||||||
Checking:
|
|
|
|
|
|
|
|
|
|
|
|
||
Noninterest bearing
|
$
|
7,948,637
|
|
|
—
|
%
|
|
$
|
3,921,710
|
|
|
—
|
%
|
Interest bearing
|
5,966,178
|
|
|
0.36
|
|
|
2,459,617
|
|
|
0.03
|
|
||
Total checking
|
13,914,815
|
|
|
0.15
|
|
|
6,381,327
|
|
|
0.01
|
|
||
Savings
|
8,521,093
|
|
|
0.72
|
|
|
6,122,257
|
|
|
0.36
|
|
||
Money market
|
4,576,999
|
|
|
1.38
|
|
|
1,609,422
|
|
|
0.75
|
|
||
Certificates of deposit
|
7,455,556
|
|
|
2.01
|
|
|
4,790,680
|
|
|
1.54
|
|
||
Total deposits
|
$
|
34,468,463
|
|
|
0.88
|
%
|
|
$
|
18,903,686
|
|
|
0.59
|
%
|
(In thousands)
|
|
||
2020
|
$
|
6,503,237
|
|
2021
|
504,528
|
|
|
2022
|
326,592
|
|
|
2023
|
64,463
|
|
|
2024
|
46,723
|
|
|
Thereafter
|
10,013
|
|
|
Total
|
$
|
7,455,556
|
|
|
At December 31, 2019
|
|
At December 31, 2018
|
||||||||||
(Dollars in thousands)
|
Amount
|
|
Weighted-average Rate
|
|
Amount
|
|
Weighted-average Rate
|
||||||
FHLB advances
|
$
|
2,450,000
|
|
|
1.85
|
%
|
|
$
|
—
|
|
|
—
|
%
|
Collateralized deposits
|
219,145
|
|
|
0.64
|
|
|
—
|
|
|
—
|
|
||
Total short-term borrowings
|
$
|
2,669,145
|
|
|
1.75
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
|
|
|
At December 31, 2019
|
At December 31, 2018
|
|||||
(Dollars in thousands)
|
|
Stated Rate
|
|
Amount
|
|
At Amount
|
||||
FHLB advances due 2020 to 2025 (1)(2)
|
|
1.30% - 2.72%
|
|
$
|
1,822,058
|
|
|
$
|
1,100,000
|
|
Subordinated debt:
|
|
|
|
|
|
|
||||
Subordinated debt obligation due 2022
|
|
6.25%
|
|
109,338
|
|
|
109,095
|
|
||
Subordinated debt obligation due 2025
|
|
4.60%
|
|
148,681
|
|
|
148,461
|
|
||
Subordinated debt obligation due 2029
|
|
4.13%
|
|
148,657
|
|
|
—
|
|
||
Subordinated debt securities due 2032-2035 (3)(4)
|
|
3.54% - 5.34%
|
|
19,021
|
|
|
—
|
|
||
Hedge related adjustment
|
|
|
|
2,773
|
|
|
(4,165
|
)
|
||
Total subordinated debt obligations
|
|
|
|
428,470
|
|
|
253,391
|
|
||
Discounted lease rentals due 2020 to 2024
|
|
2.64% - 6.50%
|
|
100,882
|
|
|
92,976
|
|
||
Finance lease obligation due 2038
|
|
3.73%
|
|
3,038
|
|
|
3,105
|
|
||
Total long-term borrowings
|
|
|
|
$
|
2,354,448
|
|
|
$
|
1,449,472
|
|
(In thousands)
|
|
||
2020
|
$
|
315,100
|
|
2021
|
1,321,934
|
|
|
2022
|
146,005
|
|
|
2023
|
26,308
|
|
|
2024
|
11,003
|
|
|
Thereafter
|
534,098
|
|
|
Total long-term borrowings
|
$
|
2,354,448
|
|
(In thousands)
|
Current
|
|
Deferred
|
|
Total
|
||||||
Year Ended December 31, 2019:
|
|
|
|
|
|
||||||
Federal
|
$
|
(8,471
|
)
|
|
$
|
40,038
|
|
|
$
|
31,567
|
|
State
|
23,154
|
|
|
(9,564
|
)
|
|
13,590
|
|
|||
Foreign
|
5,148
|
|
|
(64
|
)
|
|
5,084
|
|
|||
Total
|
$
|
19,831
|
|
|
$
|
30,410
|
|
|
$
|
50,241
|
|
Year Ended December 31, 2018:
|
|
|
|
|
|
||||||
Federal
|
$
|
9,424
|
|
|
$
|
54,858
|
|
|
$
|
64,282
|
|
State
|
13,251
|
|
|
3,722
|
|
|
16,973
|
|
|||
Foreign
|
4,435
|
|
|
406
|
|
|
4,841
|
|
|||
Total
|
$
|
27,110
|
|
|
$
|
58,986
|
|
|
$
|
86,096
|
|
Year Ended December 31, 2017:
|
|
|
|
|
|
||||||
Federal
|
$
|
14,384
|
|
|
$
|
(62,913
|
)
|
|
$
|
(48,529
|
)
|
State
|
237
|
|
|
9,340
|
|
|
9,577
|
|
|||
Foreign
|
5,484
|
|
|
(156
|
)
|
|
5,328
|
|
|||
Total
|
$
|
20,105
|
|
|
$
|
(53,729
|
)
|
|
$
|
(33,624
|
)
|
|
Year Ended December 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
Federal income tax rate
|
21.00
|
%
|
|
21.00
|
%
|
|
35.00
|
%
|
Increase (decrease) resulting from:
|
|
|
|
|
|
|||
Tax basis adjustment
|
(3.30
|
)
|
|
—
|
|
|
—
|
|
State income tax, net of federal tax
|
3.01
|
|
|
3.34
|
|
|
3.92
|
|
Tax credit investments
|
(1.94
|
)
|
|
(0.34
|
)
|
|
(0.89
|
)
|
Tax-exempt income
|
(1.74
|
)
|
|
(1.64
|
)
|
|
(3.86
|
)
|
Merger deferred tax reprice
|
(1.59
|
)
|
|
—
|
|
|
—
|
|
State tax settlements, net of federal tax
|
(1.40
|
)
|
|
—
|
|
|
(1.38
|
)
|
Non-controlling interest tax effect
|
(0.67
|
)
|
|
(0.59
|
)
|
|
(1.45
|
)
|
Stock compensation
|
(0.64
|
)
|
|
(0.64
|
)
|
|
(1.15
|
)
|
Tax reform effects, net
|
—
|
|
|
(0.26
|
)
|
|
(53.29
|
)
|
Nondeductible goodwill impairment effect
|
—
|
|
|
—
|
|
|
10.43
|
|
Other, net
|
1.34
|
|
|
0.56
|
|
|
(1.05
|
)
|
Effective income tax rate
|
14.07
|
%
|
|
21.43
|
%
|
|
(13.72
|
)%
|
|
At or For the Year Ended December 31,
|
||||||||||
(In thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Balance, beginning of period
|
$
|
5,872
|
|
|
$
|
4,645
|
|
|
$
|
4,690
|
|
Increases for tax positions related to the current year
|
444
|
|
|
903
|
|
|
200
|
|
|||
Increases for tax positions related to prior years
|
445
|
|
|
1,438
|
|
|
86
|
|
|||
Decreases for tax positions related to prior years
|
(1,498
|
)
|
|
(970
|
)
|
|
(331
|
)
|
|||
Settlements with taxing authorities
|
(2,479
|
)
|
|
—
|
|
|
—
|
|
|||
Decreases related to lapses of applicable statutes of limitation
|
(89
|
)
|
|
(144
|
)
|
|
—
|
|
|||
Balance, end of period
|
$
|
2,695
|
|
|
$
|
5,872
|
|
|
$
|
4,645
|
|
|
At December 31,
|
||||||
(In thousands)
|
2019
|
|
2018
|
||||
Deferred tax assets:
|
|
|
|
||||
Net operating losses and other carryforwards
|
$
|
70,820
|
|
|
$
|
20,591
|
|
Acquisition-related fair value adjustments
|
44,800
|
|
|
—
|
|
||
Stock compensation and deferred compensation plans
|
42,980
|
|
|
32,686
|
|
||
Allowance for loan and lease losses
|
25,178
|
|
|
33,546
|
|
||
Nonaccrual interest
|
6,209
|
|
|
637
|
|
||
Investment securities available-for-sale
|
—
|
|
|
9,235
|
|
||
Other
|
5,516
|
|
|
3,787
|
|
||
Deferred tax assets
|
195,503
|
|
|
100,482
|
|
||
Valuation allowance
|
(12,840
|
)
|
|
(14,291
|
)
|
||
Total deferred tax assets, net of valuation allowance
|
182,663
|
|
|
86,191
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Lease financing
|
339,691
|
|
|
297,603
|
|
||
Goodwill and other intangibles
|
35,031
|
|
|
2,290
|
|
||
Premises and equipment
|
30,122
|
|
|
40,130
|
|
||
Investment securities available-for-sale
|
16,760
|
|
|
—
|
|
||
Loan servicing rights
|
12,989
|
|
|
—
|
|
||
Loan fees and discounts
|
10,098
|
|
|
17,465
|
|
||
Prepaid expenses
|
9,508
|
|
|
7,921
|
|
||
Other
|
7,862
|
|
|
7,319
|
|
||
Total deferred tax liabilities
|
462,061
|
|
|
372,728
|
|
||
Net deferred tax liabilities
|
$
|
279,398
|
|
|
$
|
286,537
|
|
•
|
Fees and Service Charges on Deposit Accounts Fees and service charges on deposit accounts includes fees and other charges the Corporation receives to provide various services, including but not limited to, service charges on deposit accounts and other fees including account analysis fees, monthly service fees, overdraft services, transferring funds, and accepting and executing stop-payment orders. The Corporation's performance obligation for account analysis fees and monthly service fees are generally satisfied and, therefore, revenue is recognized over the period in which the service is provided. Deposit account related fees are largely transactional based, and therefore, the performance obligation is satisfied and the related revenue is recognized at the point in time when the transaction occurs.
|
•
|
Wealth Management Revenue Wealth management revenue includes fee income generated from personal and institutional customers. The Corporation also provides investment management services. Revenue is recognized over the period of time the services are rendered. Wealth management revenue also includes commissions that are earned for placing a brokerage transaction for execution. Revenue is recognized once the transaction is completed and the Corporation is entitled to receive consideration.
|
•
|
Card and ATM Revenue Card and ATM revenue includes ATM surcharges and debit card related revenue. ATM surcharges and certain debit card fees are transactional based and, therefore, the performance obligation is satisfied and the related revenue is recognized at the point in time when the transaction occurs. Other debit card fees satisfied over a period of time are recognized over the period in which the service is provided.
|
•
|
Other Noninterest Income Other noninterest income includes wire transfer fees, safe deposit box income and check orders. The consideration includes both fixed (e.g., safe deposit box fees) and transaction (i.e., wire-transfer fee and check orders) fees. Fixed fees are recognized over the period of time the service is provided, while transaction fees are recognized when a specific service is rendered to the customer.
|
•
|
Net Foreclosed Real Estate and Repossessed Assets Expense Net foreclosed real estate and repossessed assets expense includes net gain or loss on sales of other real estate owned and repossessed assets. Revenue is recognized at the time the sale is complete and the Corporation is entitled to receive consideration, including sales that are seller financed as receipt of all payment is expected.
|
|
Year Ended December 31, 2019
|
||||||||||||||||||
|
Within the scope of ASC 606
|
|
Out of scope of ASC 606
|
|
Total
|
||||||||||||||
(In thousands)
|
Consumer Banking
|
|
Commercial Banking
|
|
Enterprise Services
|
|
|||||||||||||
Noninterest income
|
|
|
|
|
|
|
|
|
|
||||||||||
Fees and service charges on deposit accounts
|
$
|
112,733
|
|
|
$
|
4,924
|
|
|
$
|
—
|
|
|
$
|
10,203
|
|
|
$
|
127,860
|
|
Wealth management revenue
|
2,204
|
|
|
—
|
|
|
—
|
|
|
8,209
|
|
|
10,413
|
|
|||||
Card and ATM revenue
|
81,465
|
|
|
6
|
|
|
—
|
|
|
5,750
|
|
|
87,221
|
|
|||||
Other noninterest income
|
241
|
|
|
9,280
|
|
|
14,573
|
|
|
215,944
|
|
|
240,038
|
|
|||||
Total
|
$
|
196,643
|
|
|
$
|
14,210
|
|
|
$
|
14,573
|
|
|
$
|
240,106
|
|
|
$
|
465,532
|
|
Noninterest expense
|
|
|
|
|
|
|
|
|
|
||||||||||
Net foreclosed real estate and repossessed assets
|
$
|
(1,088
|
)
|
|
$
|
546
|
|
|
$
|
(18
|
)
|
|
$
|
14,083
|
|
|
$
|
13,523
|
|
|
Year Ended December 31, 2018
|
||||||||||||||||||
|
Within the scope of ASC 606
|
|
Out of scope of ASC 606
|
|
Total
|
||||||||||||||
(In thousands)
|
Consumer Banking
|
|
Commercial Banking
|
|
Enterprise Services
|
|
|||||||||||||
Noninterest income
|
|
|
|
|
|
|
|
|
|
||||||||||
Fees and service charges on deposit accounts
|
$
|
108,883
|
|
|
$
|
4,224
|
|
|
$
|
—
|
|
|
$
|
135
|
|
|
$
|
113,242
|
|
Card and ATM revenue
|
78,119
|
|
|
4
|
|
|
—
|
|
|
283
|
|
|
78,406
|
|
|||||
Other noninterest income
|
1,363
|
|
|
11,387
|
|
|
21,592
|
|
|
228,407
|
|
|
262,749
|
|
|||||
Total
|
$
|
188,365
|
|
|
$
|
15,615
|
|
|
$
|
21,592
|
|
|
$
|
228,825
|
|
|
$
|
454,397
|
|
Noninterest expense
|
|
|
|
|
|
|
|
|
|
||||||||||
Net foreclosed real estate and repossessed assets
|
$
|
—
|
|
|
$
|
(246
|
)
|
|
$
|
—
|
|
|
$
|
17,296
|
|
|
$
|
17,050
|
|
|
December 31, 2017
|
||||||||||||||||||
|
Within the scope of ASC 606
|
|
Out of scope of ASC 606
|
|
Total
|
||||||||||||||
(In thousands)
|
Consumer Banking
|
|
Commercial Banking
|
|
Enterprise Services
|
|
|||||||||||||
Noninterest income
|
|
|
|
|
|
|
|
|
|
||||||||||
Fees and service charges on deposit accounts
|
$
|
111,222
|
|
|
$
|
4,176
|
|
|
$
|
—
|
|
|
$
|
169
|
|
|
$
|
115,567
|
|
Card and ATM revenue
|
74,992
|
|
|
4
|
|
|
—
|
|
|
169
|
|
|
75,165
|
|
|||||
Other noninterest income
|
(5,766
|
)
|
|
8,188
|
|
|
16,039
|
|
|
226,870
|
|
|
245,331
|
|
|||||
Total
|
$
|
180,448
|
|
|
$
|
12,368
|
|
|
$
|
16,039
|
|
|
$
|
227,208
|
|
|
$
|
436,063
|
|
Noninterest expense
|
|
|
|
|
|
|
|
|
|
||||||||||
Net foreclosed real estate and repossessed assets
|
$
|
—
|
|
|
$
|
424
|
|
|
$
|
—
|
|
|
$
|
17,332
|
|
|
$
|
17,756
|
|
|
At December 31,
|
||||||
(In thousands)
|
2019
|
|
2018
|
||||
Series C non-cumulative perpetual preferred stock
|
$
|
169,302
|
|
|
$
|
169,302
|
|
|
At December 31,
|
||||||
(In thousands)
|
2019
|
|
2018
|
||||
Treasury stock, at cost
|
$
|
—
|
|
|
$
|
222,816
|
|
Shares held in trust for deferred compensation plans, at cost
|
28,037
|
|
|
29,366
|
|
||
Total
|
$
|
28,037
|
|
|
$
|
252,182
|
|
|
TCF
|
|
TCF Bank
|
|
|
|
|
||||||||||||||
|
At December 31,
|
|
At December 31,
|
|
|
|
|
||||||||||||||
(Dollars in thousands)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
Well-capitalized Standard
|
|
Minimum Capital Requirement(1)
|
||||||||||
Regulatory Capital:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Common equity Tier 1 capital
|
$
|
4,050,826
|
|
|
$
|
2,224,183
|
|
|
$
|
4,039,191
|
|
|
$
|
2,282,013
|
|
|
|
|
|
||
Tier 1 capital
|
4,236,648
|
|
|
2,408,393
|
|
|
4,059,417
|
|
|
2,300,472
|
|
|
|
|
|
||||||
Total capital
|
4,681,630
|
|
|
2,750,581
|
|
|
4,524,051
|
|
|
2,675,347
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Regulatory Capital Ratios:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Common equity Tier 1 capital ratio
|
10.99
|
%
|
|
10.82
|
%
|
|
10.97
|
%
|
|
11.10
|
%
|
|
6.50
|
%
|
|
4.50
|
%
|
||||
Tier 1 risk-based capital ratio
|
11.49
|
|
|
11.72
|
|
|
11.03
|
|
|
11.19
|
|
|
8.00
|
|
|
6.00
|
|
||||
Total risk-based capital ratio
|
12.70
|
|
|
13.38
|
|
|
12.29
|
|
|
13.01
|
|
|
10.00
|
|
|
8.00
|
|
||||
Tier 1 leverage ratio
|
9.49
|
|
|
10.44
|
|
|
9.10
|
|
|
9.97
|
|
|
5.00
|
|
|
4.00
|
|
(1)
|
Excludes capital conservation buffer of 2.5% and 1.875% at December 31, 2019 and 2018, respectively.
|
|
Number of Units
|
|
Weighted-average Grant Date Fair Value Per Unit
|
|||
Outstanding at December 31, 2016
|
228,867
|
|
|
$
|
12.86
|
|
Outstanding at December 31, 2016 as adjusted for conversion
|
116,289
|
|
|
25.31
|
|
|
Granted
|
67,130
|
|
|
37.72
|
|
|
Outstanding at December 31, 2017
|
360,988
|
|
|
15.17
|
|
|
Outstanding at December 31, 2017 as adjusted for conversion
|
183,419
|
|
|
29.86
|
|
|
Granted
|
60,181
|
|
|
43.78
|
|
|
Forfeited/canceled
|
(10,411
|
)
|
|
28.59
|
|
|
Vested
|
(26,609
|
)
|
|
28.81
|
|
|
Outstanding at December 31, 2018
|
406,575
|
|
|
17.33
|
|
|
Outstanding at December 31, 2018 as adjusted for conversion
|
206,580
|
|
|
34.11
|
|
|
Granted
|
638,138
|
|
|
41.99
|
|
|
Acquired in the Merger(1)
|
879,779
|
|
|
47.36
|
|
|
Forfeited/canceled
|
(26,347
|
)
|
|
43.43
|
|
|
Vested
|
(186,330
|
)
|
|
38.11
|
|
|
Outstanding at December 31, 2019
|
1,511,820
|
|
|
44.49
|
|
(1)
|
Inclusive of certain Legacy TCF PRSUs which were converted at their maximum payout into 55,022 TRSUs with a weighted-average grant date fair value per unit of $42.06.
|
|
Number of Awards
|
|
Weighted-Average Grant Date Fair Value Per Award
|
|||
Outstanding at December 31, 2016
|
3,536,175
|
|
|
$
|
12.81
|
|
Outstanding at December 31, 2016 as adjusted for conversion
|
1,796,678
|
|
|
25.21
|
|
|
Granted
|
296,404
|
|
|
32.42
|
|
|
Forfeited/canceled
|
(293,174
|
)
|
|
22.39
|
|
|
Vested
|
(458,772
|
)
|
|
26.86
|
|
|
Outstanding at December 31, 2017
|
2,639,663
|
|
|
$
|
13.65
|
|
Outstanding at December 31, 2017 as adjusted for conversion
|
1,341,136
|
|
|
26.86
|
|
|
Granted
|
387,909
|
|
|
42.61
|
|
|
Forfeited/canceled
|
(119,366
|
)
|
|
29.77
|
|
|
Vested
|
(446,447
|
)
|
|
24.09
|
|
|
Outstanding at December 31, 2018
|
2,289,446
|
|
|
16.70
|
|
|
Outstanding at December 31, 2018 as adjusted for conversion
|
1,163,232
|
|
|
32.87
|
|
|
Granted
|
269,915
|
|
|
40.82
|
|
|
Forfeited/canceled
|
(136,489
|
)
|
|
34.18
|
|
|
Vested
|
(408,353
|
)
|
|
34.37
|
|
|
Outstanding at December 31, 2019
|
888,305
|
|
|
$
|
40.67
|
|
|
Non-Vested Stock Options Outstanding
|
|
Stock Options Outstanding
|
||||||||||
|
Number of Options
|
|
Weighted-average Exercise Price
|
|
Number of Options
|
|
Weighted-average Exercise Price
|
||||||
Outstanding at December 31, 2016
|
—
|
|
|
$
|
—
|
|
|
404,000
|
|
|
$
|
15.75
|
|
Outstanding at December 31, 2016 as adjusted for conversion
|
—
|
|
|
—
|
|
|
205,272
|
|
|
31.00
|
|
||
Exercised
|
—
|
|
|
—
|
|
|
(19,308
|
)
|
|
31.00
|
|
||
Outstanding at December 31, 2017
|
—
|
|
|
—
|
|
|
366,000
|
|
|
15.75
|
|
||
Outstanding at December 31, 2017 as adjusted for conversion
|
|
|
|
|
185,964
|
|
|
31.00
|
|
||||
Exercised
|
—
|
|
|
—
|
|
|
(185,964
|
)
|
|
31.00
|
|
||
Outstanding at December 31, 2018
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Acquired in the Merger(1)
|
127,906
|
|
|
39.38
|
|
|
520,379
|
|
|
29.48
|
|
||
Exercised
|
—
|
|
|
—
|
|
|
(25,602
|
)
|
|
30.10
|
|
||
Forfeited/canceled
|
(5,953
|
)
|
|
32.81
|
|
|
—
|
|
|
—
|
|
||
Expired
|
—
|
|
|
—
|
|
|
(756
|
)
|
|
32.81
|
|
||
Vested
|
(1,144
|
)
|
|
46.95
|
|
|
1,144
|
|
|
46.95
|
|
||
Outstanding at December 31, 2019
|
120,809
|
|
|
$
|
39.63
|
|
|
495,165
|
|
|
$
|
29.48
|
|
Exercisable/vested at December 31, 2019
|
|
|
|
|
495,165
|
|
|
$
|
29.48
|
|
|
Pension Plans
|
|
Postretirement Benefit Plans
|
||||||||||||
|
At or For the Year Ended December 31,
|
||||||||||||||
(In thousands)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Benefit obligation:
|
|
|
|
|
|
|
|
||||||||
Benefit obligation, beginning of year
|
$
|
28,330
|
|
|
$
|
31,389
|
|
|
$
|
3,320
|
|
|
$
|
3,717
|
|
Benefit obligation acquired in Merger
|
136,587
|
|
|
—
|
|
|
2,271
|
|
|
—
|
|
||||
Service cost
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Interest cost
|
3,013
|
|
|
983
|
|
|
149
|
|
|
110
|
|
||||
Net actuarial loss (gain)
|
3,831
|
|
|
(630
|
)
|
|
(19
|
)
|
|
(115
|
)
|
||||
Benefits paid
|
(5,785
|
)
|
|
(3,412
|
)
|
|
(446
|
)
|
|
(392
|
)
|
||||
Benefit obligations, end of year
|
165,976
|
|
|
28,330
|
|
|
5,276
|
|
|
3,320
|
|
||||
Fair value of plan assets:
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets, beginning of year
|
32,844
|
|
|
36,863
|
|
|
—
|
|
|
—
|
|
||||
Fair value of plan assets acquired in Merger
|
141,746
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Actual gain (loss) on plan assets
|
333
|
|
|
(607
|
)
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
(5,439
|
)
|
|
(3,412
|
)
|
|
(377
|
)
|
|
(392
|
)
|
||||
Employer contributions
|
—
|
|
|
—
|
|
|
377
|
|
|
392
|
|
||||
Fair value of plan assets, end of year
|
169,484
|
|
|
32,844
|
|
|
—
|
|
|
—
|
|
||||
Funded status of plan, end of period
|
$
|
3,508
|
|
|
$
|
4,514
|
|
|
$
|
(5,276
|
)
|
|
$
|
(3,320
|
)
|
Accumulated benefit obligation
|
$
|
165,976
|
|
|
$
|
28,330
|
|
|
|
|
|
||||
Amounts recognized in the Consolidated Statements of Financial Condition:
|
|
|
|
|
|
|
|
||||||||
Prepaid (accrued) benefit cost, end of period
|
$
|
3,508
|
|
|
$
|
4,514
|
|
|
$
|
(5,276
|
)
|
|
$
|
(3,320
|
)
|
Prior service cost included in accumulated other comprehensive income (loss)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(101
|
)
|
|
$
|
(147
|
)
|
|
Legacy TCF Pension Plan
|
|
Chemical Pension Plan
|
|
Legacy TCF Postretirement Plan
|
|
Chemical Postretirement Plan
|
||||||||||||||||||||||||||||
(In thousands)
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||
Discount rate used in determining benefit obligation -December 31
|
2.17
|
%
|
|
3.95
|
%
|
|
3.30
|
%
|
|
2.54
|
%
|
|
—
|
%
|
|
—
|
%
|
|
2.70
|
%
|
|
3.85
|
%
|
|
3.15
|
%
|
|
3.14
|
%
|
|
—
|
%
|
|
—
|
%
|
Discount rate used in determining expense
|
3.95
|
|
|
3.30
|
|
|
3.60
|
|
|
3.48
|
|
|
—
|
|
|
—
|
|
|
3.85
|
|
|
3.15
|
|
|
3.40
|
|
|
3.11
|
|
|
—
|
|
|
—
|
|
Expected long-term return on Pension Plan Assets
|
1.75
|
|
|
1.50
|
|
|
1.50
|
|
|
3.48
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Health care cost trend rate assumed for next year
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.45
|
|
|
5.6
|
|
|
5.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Final health care cost trend rate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.50
|
|
|
4.5
|
|
|
4.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Year that final health care trend rate is reached
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2038
|
|
|
2038
|
|
|
2038
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Pension Plans
|
|
Postretirement Plans
|
||||||||||||||||||||
(In thousands)
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||
Interest cost
|
$
|
3,013
|
|
|
$
|
983
|
|
|
$
|
1,138
|
|
|
$
|
149
|
|
|
$
|
110
|
|
|
$
|
133
|
|
Service cost
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||||
Return on plan assets
|
(333
|
)
|
|
607
|
|
|
(1,174
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Recognized actuarial (gain) loss
|
3,831
|
|
|
(630
|
)
|
|
765
|
|
|
(19
|
)
|
|
(115
|
)
|
|
(248
|
)
|
||||||
Amortization of prior service cost
|
—
|
|
|
—
|
|
|
—
|
|
|
(46
|
)
|
|
(46
|
)
|
|
(46
|
)
|
||||||
Net periodic benefit plan (income) cost
|
$
|
6,511
|
|
|
$
|
960
|
|
|
$
|
729
|
|
|
$
|
85
|
|
|
$
|
(51
|
)
|
|
$
|
(161
|
)
|
(In thousands)
|
Pension Plans
|
Postretirement Plans
|
||||
2020
|
$
|
168,945
|
|
$
|
623
|
|
2021
|
—
|
|
594
|
|
||
2022
|
—
|
|
563
|
|
||
2023
|
—
|
|
518
|
|
||
2024
|
—
|
|
484
|
|
||
2025 - 2029
|
—
|
|
1,866
|
|
||
Total
|
$
|
168,945
|
|
$
|
4,648
|
|
|
At December 31, 2019
|
||||||||||||||
(In thousands)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Cash
|
$
|
3,579
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,579
|
|
Debt Securities:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury and government sponsored agency bonds and notes
|
—
|
|
|
86,952
|
|
|
—
|
|
|
86,952
|
|
||||
Mutual funds(1)
|
69,845
|
|
|
—
|
|
|
—
|
|
|
69,845
|
|
||||
Corporate bonds
|
—
|
|
|
6,718
|
|
|
—
|
|
|
6,718
|
|
||||
Mortgage-backed securities
|
—
|
|
|
2,346
|
|
|
—
|
|
|
2,346
|
|
||||
Other
|
775
|
|
|
—
|
|
|
—
|
|
|
775
|
|
||||
Total investments at fair value
|
$
|
74,199
|
|
|
$
|
96,016
|
|
|
$
|
—
|
|
|
$
|
170,215
|
|
|
At December 31, 2018
|
||||||||||||||
(In thousands)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Cash
|
$
|
83
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
83
|
|
Debt Securities:
|
|
|
|
|
|
|
|
||||||||
Mutual funds(1)
|
21,566
|
|
|
—
|
|
|
—
|
|
|
21,566
|
|
||||
U.S. Treasury Bills
|
2,993
|
|
|
—
|
|
|
—
|
|
|
2,993
|
|
||||
Mortgage-backed securities
|
—
|
|
|
3,399
|
|
|
—
|
|
|
3,399
|
|
||||
Collective investment fund (measured at NAV of units as a practical expedient)
|
—
|
|
|
—
|
|
|
—
|
|
|
4,812
|
|
||||
Total investments at fair value
|
$
|
24,642
|
|
|
$
|
3,399
|
|
|
$
|
—
|
|
|
$
|
32,853
|
|
|
At or For the Year Ended December 31,
|
||||||||||
|
Postretirement Plans
|
||||||||||
(In thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Accumulated other comprehensive income (loss) before tax, beginning of period
|
$
|
(147
|
)
|
|
$
|
(193
|
)
|
|
$
|
(239
|
)
|
Net actuarial income (loss)
|
|
|
|
|
|
||||||
Amortization of prior service credit (recognized in net periodic benefit cost)
|
46
|
|
|
46
|
|
|
46
|
|
|||
Accumulated other comprehensive income (loss) before tax, end of period
|
$
|
(101
|
)
|
|
$
|
(147
|
)
|
|
$
|
(193
|
)
|
(In thousands)
|
At December 31, 2019
|
|
At December 31, 2018
|
||||
Commitments to extend credit:
|
|
|
|
||||
Commercial
|
$
|
5,743,072
|
|
|
$
|
1,280,707
|
|
Consumer
|
2,305,096
|
|
|
1,627,960
|
|
||
Total commitments to extend credit
|
8,048,168
|
|
|
2,908,667
|
|
||
Standby letters of credit and guarantees on industrial revenue bonds
|
129,192
|
|
|
20,662
|
|
||
Total
|
$
|
8,177,360
|
|
|
$
|
2,929,329
|
|
|
At December 31, 2019
|
||||||||||
|
|
|
Fair Value
|
||||||||
(In thousands)
|
Notional Amount(1)
|
|
Derivative Assets
|
|
Derivative Liabilities
|
||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
||||||
Interest rate contract
|
$
|
150,000
|
|
|
$
|
—
|
|
|
$
|
168
|
|
Forward foreign exchange contracts
|
177,593
|
|
|
—
|
|
|
3,251
|
|
|||
Total derivatives designated as hedging instruments
|
|
|
—
|
|
|
3,419
|
|
||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
||||||
Interest rate contracts
|
5,095,969
|
|
|
102,893
|
|
|
5,872
|
|
|||
Risk participation agreements
|
316,353
|
|
|
202
|
|
|
354
|
|
|||
Forward foreign exchange contracts
|
262,656
|
|
|
—
|
|
|
3,268
|
|
|||
Interest rate lock commitments
|
158,111
|
|
|
2,772
|
|
|
20
|
|
|||
Forward loan sales commitments
|
174,013
|
|
|
41
|
|
|
289
|
|
|||
Power Equity CDs
|
29,009
|
|
|
734
|
|
|
734
|
|
|||
Swap agreement
|
12,652
|
|
|
—
|
|
|
356
|
|
|||
Total derivatives not designated as hedging instruments
|
|
|
106,642
|
|
|
10,893
|
|
||||
Total derivatives before netting
|
|
|
106,642
|
|
|
14,312
|
|
||||
Netting(2)
|
|
|
(540
|
)
|
|
(5,109
|
)
|
||||
Total derivatives, net
|
|
|
$
|
106,102
|
|
|
$
|
9,203
|
|
(1)
|
Notional or contract amounts, which represent the extent of involvement in the derivatives market, are used to determine the contractual cash flows required in accordance with the terms of the agreement. These amounts are typically not exchanged, significantly exceed amounts subject to credit or market risk and are not reflected in the Consolidated Statements of Financial Condition.
|
(2)
|
Includes netting of derivative asset and liability balances and related cash collateral, where counterparty netting agreements are in place.
|
|
At December 31, 2018
|
||||||||||
|
|
|
Fair Value
|
||||||||
(In thousands)
|
Notional Amount(1)
|
|
Derivative Assets
|
|
Derivative Liabilities
|
||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
||||||
Interest rate contract
|
$
|
150,000
|
|
|
$
|
393
|
|
|
$
|
—
|
|
Forward foreign exchange contracts
|
157,271
|
|
|
2,980
|
|
|
—
|
|
|||
Total derivatives designated as hedging instruments
|
|
|
3,373
|
|
|
—
|
|
||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
||||||
Interest rate contracts
|
1,030,198
|
|
|
7,491
|
|
|
3,706
|
|
|||
Risk participation agreements
|
65,251
|
|
|
25
|
|
|
26
|
|
|||
Forward foreign exchange contracts
|
254,274
|
|
|
3,709
|
|
|
13
|
|
|||
Interest rate lock commitments
|
28,007
|
|
|
652
|
|
|
28
|
|
|||
Swap agreement
|
13,020
|
|
|
—
|
|
|
583
|
|
|||
Total derivatives not designated as hedging instruments
|
|
|
11,877
|
|
|
4,356
|
|
||||
Total derivatives before netting
|
|
|
15,250
|
|
|
4,356
|
|
||||
Netting(2)
|
|
|
(6,982
|
)
|
|
(991
|
)
|
||||
Total derivatives, net
|
|
|
$
|
8,268
|
|
|
$
|
3,365
|
|
(1)
|
Notional or contract amounts, which represent the extent of involvement in the derivatives market, are used to determine the contractual cash flows required in accordance with the terms of the agreement. These amounts are typically not exchanged, significantly exceed amounts subject to credit or market risk and are not reflected in the Consolidated Statements of Financial Condition.
|
(2)
|
Includes netting of derivative asset and liability balances and related cash collateral, where counterparty netting agreements are in place.
|
|
At December 31, 2019
|
||||||||||
(In thousands)
|
Gross Amounts Recognized
|
|
Gross Amounts
Offset(1)
|
|
Net Amount Presented
|
||||||
Derivative assets
|
|
|
|
|
|
||||||
Interest rate contracts
|
$
|
102,893
|
|
|
$
|
(492
|
)
|
|
$
|
102,401
|
|
Risk participation agreements
|
202
|
|
|
—
|
|
|
202
|
|
|||
Forward foreign exchange contracts
|
—
|
|
|
—
|
|
|
—
|
|
|||
Interest rate lock commitments
|
2,772
|
|
|
(7
|
)
|
|
2,765
|
|
|||
Forward loan sales commitments
|
41
|
|
|
(41
|
)
|
|
—
|
|
|||
Power Equity CDs
|
734
|
|
|
—
|
|
|
734
|
|
|||
Total derivative assets
|
$
|
106,642
|
|
|
$
|
(540
|
)
|
|
$
|
106,102
|
|
Derivative liabilities
|
|
|
|
|
|
||||||
Interest rate contracts
|
$
|
6,040
|
|
|
$
|
(491
|
)
|
|
$
|
5,549
|
|
Risk participation agreements
|
354
|
|
|
—
|
|
|
354
|
|
|||
Forward foreign exchange contracts
|
6,519
|
|
|
(4,214
|
)
|
|
2,305
|
|
|||
Interest rate lock commitments
|
20
|
|
|
(7
|
)
|
|
13
|
|
|||
Forward loan sales commitments
|
289
|
|
|
(41
|
)
|
|
248
|
|
|||
Power Equity CDs
|
734
|
|
|
—
|
|
|
734
|
|
|||
Swap agreement
|
356
|
|
|
(356
|
)
|
|
—
|
|
|||
Total derivative liabilities
|
$
|
14,312
|
|
|
$
|
(5,109
|
)
|
|
$
|
9,203
|
|
|
At December 31, 2018
|
||||||||||
(In thousands)
|
Gross Amounts Recognized
|
|
Gross Amounts
Offset(1)
|
|
Net Amount Presented
|
||||||
Derivative assets
|
|
|
|
|
|
||||||
Interest rate contracts
|
$
|
7,884
|
|
|
$
|
(395
|
)
|
|
$
|
7,489
|
|
Risk participation agreements
|
25
|
|
|
—
|
|
|
25
|
|
|||
Forward foreign exchange contracts
|
6,689
|
|
|
(6,587
|
)
|
|
102
|
|
|||
Interest rate lock commitments
|
652
|
|
|
—
|
|
|
652
|
|
|||
Total derivative assets
|
$
|
15,250
|
|
|
$
|
(6,982
|
)
|
|
$
|
8,268
|
|
Derivative liabilities
|
|
|
|
|
|
||||||
Interest rate contracts
|
$
|
3,706
|
|
|
$
|
(395
|
)
|
|
$
|
3,311
|
|
Risk participation agreements
|
26
|
|
|
—
|
|
|
26
|
|
|||
Forward foreign exchange contracts
|
13
|
|
|
(13
|
)
|
|
—
|
|
|||
Interest rate lock commitments
|
28
|
|
|
—
|
|
|
28
|
|
|||
Swap agreement
|
583
|
|
|
(583
|
)
|
|
—
|
|
|||
Total derivative liabilities
|
$
|
4,356
|
|
|
$
|
(991
|
)
|
|
$
|
3,365
|
|
(1)
|
Includes the amounts with counterparties subject to enforceable master netting arrangements that have been offset in the Consolidated Statements of Financial Condition.
|
|
Carrying Amount
of the Hedged Liability
|
|
Cumulative Amount of
Fair Value Hedging Adjustments
Included in the Carrying Amount
of the Hedged Liability
|
||||||||||||
|
At December 31,
|
|
At December 31,
|
||||||||||||
(In thousands)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Subordinated bank note - 2025
|
$
|
151,454
|
|
|
$
|
144,296
|
|
|
$
|
2,773
|
|
|
$
|
(4,165
|
)
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Statement of income line where the gain (loss) on the fair value hedge was recorded:
|
|
|
|
|
|
||||||
Interest expense on borrowings
|
$
|
72,072
|
|
|
$
|
43,144
|
|
|
$
|
—
|
|
Other noninterest income
|
—
|
|
|
—
|
|
|
23,969
|
|
|||
Gain (loss) on interest rate contract (fair value hedge)
|
|
|
|
|
|
||||||
Hedged item
|
$
|
(6,937
|
)
|
|
$
|
2,163
|
|
|
$
|
808
|
|
Derivative designated as a hedging instrument
|
6,986
|
|
|
(2,275
|
)
|
|
(609
|
)
|
|||
Net income (expense) recognized on fair value hedge in interest expense on borrowings
|
49
|
|
|
(112
|
)
|
|
199
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Forward foreign exchange contracts
|
$
|
(7,001
|
)
|
|
$
|
13,762
|
|
|
$
|
(4,430
|
)
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
Location of Gain (Loss)
|
2019
|
|
2018
|
|
2017
|
||||||
Interest rate contracts(1)
|
Other noninterest income
|
$
|
(18,240
|
)
|
|
$
|
(440
|
)
|
|
$
|
(230
|
)
|
Risk participation agreements
|
Other noninterest income
|
123
|
|
|
31
|
|
|
(38
|
)
|
|||
Forward foreign exchange contracts
|
Other noninterest expense
|
(10,209
|
)
|
|
23,707
|
|
|
(15,748
|
)
|
|||
Interest rate lock commitments
|
Net gains on sales of loans
|
(573
|
)
|
|
806
|
|
|
(73
|
)
|
|||
Forward loan sales commitments
|
Net gains on sales of loans
|
(172
|
)
|
|
—
|
|
|
—
|
|
|||
Swap agreement
|
Other noninterest expense
|
(69
|
)
|
|
(274
|
)
|
|
(311
|
)
|
|||
Net gain (loss) recognized
|
|
$
|
(29,140
|
)
|
|
$
|
23,830
|
|
|
$
|
(16,400
|
)
|
(1)
|
Included in the year ended December 31, 2019 is a loss of $17.3 million related to the termination of $1.1 billion of interest rate swaps.
|
Level 1
|
Valuations that are based on prices obtained from independent pricing sources for the same instruments traded in active markets.
|
Level 2
|
Valuations that are based on prices obtained from independent pricing sources that are based on observable transactions of similar instruments, but not quoted markets.
|
Level 3
|
Valuations generated from Corporation model-based techniques that use at least one significant unobservable input. Such unobservable inputs reflect estimates of assumptions that market participants would use in pricing the asset or liability.
|
|
December 31, 2019
|
|||||||||||
(In thousands)
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||
Assets
|
|
|
|
|
||||||||
Investment securities available-for-sale
|
$
|
—
|
|
$
|
6,719,568
|
|
$
|
433
|
|
$
|
6,720,001
|
|
Loans held-for-sale
|
—
|
|
91,202
|
|
—
|
|
91,202
|
|
||||
Interest-only strips
|
—
|
|
—
|
|
12,813
|
|
12,813
|
|
||||
Derivative assets:(1)
|
|
|
|
|
||||||||
Interest rate contracts
|
—
|
|
102,893
|
|
—
|
|
102,893
|
|
||||
Risk participation agreements
|
—
|
|
202
|
|
—
|
|
202
|
|
||||
Interest rate lock commitments
|
—
|
|
2,772
|
|
—
|
|
2,772
|
|
||||
Forward loan sales commitments
|
—
|
|
41
|
|
—
|
|
41
|
|
||||
Power Equity CDs
|
—
|
|
734
|
|
—
|
|
734
|
|
||||
Total derivative assets
|
—
|
|
106,642
|
|
—
|
|
106,642
|
|
||||
Forward loan sales commitments
|
—
|
|
46
|
|
—
|
|
46
|
|
||||
Assets held in trust for deferred compensation plans
|
43,743
|
|
—
|
|
—
|
|
43,743
|
|
||||
Total assets at fair value
|
$
|
43,743
|
|
$
|
6,917,458
|
|
$
|
13,246
|
|
$
|
6,974,447
|
|
Liabilities
|
|
|
|
|
||||||||
Derivative liabilities:(1)
|
|
|
|
|
||||||||
Interest rate contracts
|
$
|
—
|
|
$
|
6,040
|
|
$
|
—
|
|
$
|
6,040
|
|
Risk participation agreements
|
—
|
|
354
|
|
—
|
|
354
|
|
||||
Forward foreign exchange contracts
|
—
|
|
6,519
|
|
—
|
|
6,519
|
|
||||
Interest rate lock commitments
|
—
|
|
20
|
|
—
|
|
20
|
|
||||
Forward loan sales commitments
|
—
|
|
289
|
|
—
|
|
289
|
|
||||
Power Equity CDs
|
—
|
|
734
|
|
—
|
|
734
|
|
||||
Swap agreement
|
—
|
|
—
|
|
356
|
|
356
|
|
||||
Total derivative liabilities
|
—
|
|
13,956
|
|
356
|
|
14,312
|
|
||||
Liabilities held in trust for deferred compensation plans
|
43,743
|
|
—
|
|
—
|
|
43,743
|
|
||||
Total liabilities at fair value
|
$
|
43,743
|
|
$
|
13,956
|
|
$
|
356
|
|
$
|
58,055
|
|
(1)
|
As permitted under GAAP, the Corporation has elected to net derivative assets and derivative liabilities when a legally enforceable master netting agreement exists as well as the related cash collateral received and paid. For purposes of this table, the derivative assets and derivative liabilities are presented gross of this netting adjustment.
|
|
December 31, 2018
|
||||||||||||||
(In thousands)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Investment securities available-for-sale
|
$
|
—
|
|
|
$
|
2,470,061
|
|
|
$
|
4
|
|
|
$
|
2,470,065
|
|
Loans held-for-sale
|
—
|
|
|
—
|
|
|
18,070
|
|
|
18,070
|
|
||||
Interest-only strips
|
—
|
|
|
—
|
|
|
16,835
|
|
|
16,835
|
|
||||
Derivative assets:(1)
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts
|
—
|
|
|
7,884
|
|
|
—
|
|
|
7,884
|
|
||||
Risk participation agreements
|
—
|
|
|
25
|
|
|
—
|
|
|
25
|
|
||||
Forward foreign exchange contracts
|
—
|
|
|
6,689
|
|
|
—
|
|
|
6,689
|
|
||||
Interest rate lock commitments
|
—
|
|
|
—
|
|
|
652
|
|
|
652
|
|
||||
Total derivative assets
|
—
|
|
|
14,598
|
|
|
652
|
|
|
15,250
|
|
||||
Forward loan sales commitments
|
—
|
|
|
—
|
|
|
152
|
|
|
152
|
|
||||
Assets held in trust for deferred compensation plans
|
33,217
|
|
|
—
|
|
|
—
|
|
|
33,217
|
|
||||
Total assets at fair value
|
$
|
33,217
|
|
|
$
|
2,484,659
|
|
|
$
|
35,713
|
|
|
$
|
2,553,589
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities:(1)
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts
|
$
|
—
|
|
|
$
|
3,706
|
|
|
$
|
—
|
|
|
$
|
3,706
|
|
Risk participation agreements
|
—
|
|
|
26
|
|
|
—
|
|
|
26
|
|
||||
Forward foreign exchange contracts
|
—
|
|
|
13
|
|
|
—
|
|
|
13
|
|
||||
Interest rate lock commitments
|
—
|
|
|
—
|
|
|
28
|
|
|
28
|
|
||||
Swap agreement
|
—
|
|
|
—
|
|
|
583
|
|
|
583
|
|
||||
Total derivative liabilities
|
—
|
|
|
3,745
|
|
|
611
|
|
|
4,356
|
|
||||
Forward loan sales commitments
|
—
|
|
|
—
|
|
|
178
|
|
|
178
|
|
||||
Liabilities held in trust for deferred compensation plans
|
33,217
|
|
|
—
|
|
|
—
|
|
|
33,217
|
|
||||
Total liabilities at fair value
|
$
|
33,217
|
|
|
$
|
3,745
|
|
|
$
|
789
|
|
|
$
|
37,751
|
|
(1)
|
As permitted under GAAP, the Corporation has elected to net derivative assets and derivative liabilities when a legally enforceable master netting agreement exists as well as the related cash collateral received and paid. For purposes of this table, the derivative assets and derivative liabilities are presented gross of this netting adjustment.
|
(In thousands)
|
Investment securities available-for-sale
|
|
Loans
held-for-sale |
|
Interest-only strips
|
|
Interest rate lock commitments
|
|
Swap agreement
|
|
Forward loan sales commitments
|
||||||||||||
Asset (liability) balance, December 31, 2016
|
$
|
18
|
|
|
$
|
6,498
|
|
|
$
|
40,152
|
|
|
$
|
297
|
|
|
$
|
(619
|
)
|
|
$
|
361
|
|
Total net gains (losses) included in:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income
|
—
|
|
|
129
|
|
|
3,939
|
|
|
(74
|
)
|
|
(310
|
)
|
|
(298
|
)
|
||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
(452
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Sales
|
—
|
|
|
(215,381
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Originations
|
—
|
|
|
212,509
|
|
|
3,377
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Principal paydowns / settlements
|
(12
|
)
|
|
(399
|
)
|
|
(25,630
|
)
|
|
—
|
|
|
314
|
|
|
—
|
|
||||||
Asset (liability) balance, December 31, 2017
|
$
|
6
|
|
|
$
|
3,356
|
|
|
$
|
21,386
|
|
|
$
|
223
|
|
|
$
|
(615
|
)
|
|
$
|
63
|
|
Total net gains (losses) included in:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income
|
—
|
|
|
454
|
|
|
2,616
|
|
|
401
|
|
|
(274
|
)
|
|
(89
|
)
|
||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
1,195
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Sales
|
—
|
|
|
(332,288
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Originations
|
—
|
|
|
346,560
|
|
|
4,797
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Principal paydowns / settlements
|
(2
|
)
|
|
(12
|
)
|
|
(13,159
|
)
|
|
—
|
|
|
306
|
|
|
—
|
|
||||||
Asset (liability) balance, December 31, 2018
|
$
|
4
|
|
|
$
|
18,070
|
|
|
$
|
16,835
|
|
|
$
|
624
|
|
|
$
|
(583
|
)
|
|
$
|
(26
|
)
|
Total net gains (losses) included in:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income
|
1
|
|
|
534
|
|
|
2,568
|
|
|
778
|
|
|
(68
|
)
|
|
(119
|
)
|
||||||
Other comprehensive income (loss)
|
(21
|
)
|
|
—
|
|
|
(262
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Acquired
|
450
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Sales
|
—
|
|
|
(164,693
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Originations
|
—
|
|
|
175,304
|
|
|
2,789
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Principal paydowns / settlements
|
(1
|
)
|
|
(4
|
)
|
|
(9,117
|
)
|
|
—
|
|
|
295
|
|
|
—
|
|
||||||
Transfers out of Level 3 (1)
|
—
|
|
|
(29,211
|
)
|
|
—
|
|
|
(1,402
|
)
|
|
—
|
|
|
145
|
|
||||||
Asset (liability) balance, December 31, 2019
|
$
|
433
|
|
|
$
|
—
|
|
|
$
|
12,813
|
|
|
$
|
—
|
|
|
$
|
(356
|
)
|
|
$
|
—
|
|
(1)
|
Certain assets (liabilities) previously classified as Level 3 were transferred to Level 2 because current period prices are derived from Level 2 observable market data.
|
(In thousands)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
At December 31, 2019
|
|
|
|
|
|
|
|
||||||||
Loans and leases
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
141,199
|
|
|
$
|
141,199
|
|
Loan servicing rights
|
—
|
|
|
—
|
|
|
56,298
|
|
|
56,298
|
|
||||
Other real estate owned
|
—
|
|
|
—
|
|
|
17,577
|
|
|
17,577
|
|
||||
Repossessed and returned assets
|
—
|
|
|
6,968
|
|
|
—
|
|
|
6,968
|
|
||||
Total non-recurring fair value measurements
|
$
|
—
|
|
|
$
|
6,968
|
|
|
$
|
215,074
|
|
|
$
|
222,042
|
|
At December 31, 2018
|
|
|
|
|
|
|
|
||||||||
Loans
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
57,663
|
|
|
$
|
57,663
|
|
Other real estate owned
|
—
|
|
|
—
|
|
|
9,397
|
|
|
9,397
|
|
||||
Repossessed and returned assets
|
—
|
|
|
4,358
|
|
|
5,165
|
|
|
9,523
|
|
||||
Total non-recurring fair value measurements
|
$
|
—
|
|
|
$
|
4,358
|
|
|
$
|
72,225
|
|
|
$
|
76,583
|
|
(In thousands)
|
December 31, 2019
|
|
December 31, 2018
|
||||
Fair value carrying amount
|
$
|
91,202
|
|
|
$
|
18,070
|
|
Aggregate unpaid principal amount
|
88,192
|
|
|
17,517
|
|
||
Fair value carrying amount less aggregate unpaid principal
|
$
|
3,010
|
|
|
$
|
553
|
|
|
At December 31, 2019
|
||||||||||||||||||
|
Carrying
|
|
Estimated Fair Value
|
||||||||||||||||
(In thousands)
|
Amount
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||
Financial instrument assets
|
|
|
|
|
|
|
|
|
|
||||||||||
FHLB and FRB stocks
|
$
|
442,440
|
|
|
$
|
—
|
|
|
$
|
442,440
|
|
|
$
|
—
|
|
|
$
|
442,440
|
|
Investment securities held-to-maturity
|
139,445
|
|
|
—
|
|
|
141,168
|
|
|
3,676
|
|
|
144,844
|
|
|||||
Loans and leases held-for-sale
|
108,584
|
|
|
—
|
|
|
110,252
|
|
|
2,273
|
|
|
112,525
|
|
|||||
Net loans(1)
|
31,699,285
|
|
|
—
|
|
|
—
|
|
|
31,804,513
|
|
|
31,804,513
|
|
|||||
Securitization receivable(2)
|
19,689
|
|
|
—
|
|
|
—
|
|
|
19,466
|
|
|
19,466
|
|
|||||
Deferred fees on commitments to extend credit
|
19,300
|
|
|
—
|
|
|
19,300
|
|
|
—
|
|
|
19,300
|
|
|||||
Total financial instrument assets
|
$
|
32,428,743
|
|
|
$
|
—
|
|
|
$
|
713,160
|
|
|
$
|
31,829,928
|
|
|
$
|
32,543,088
|
|
Financial instrument liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Certificates of deposits
|
$
|
7,455,556
|
|
|
$
|
—
|
|
|
$
|
7,460,577
|
|
|
$
|
—
|
|
|
$
|
7,460,577
|
|
Long-term borrowings
|
2,354,448
|
|
|
—
|
|
|
2,368,469
|
|
|
—
|
|
|
2,368,469
|
|
|||||
Deferred fees on standby letters of credit
|
56
|
|
|
—
|
|
|
56
|
|
|
—
|
|
|
56
|
|
|||||
Total financial instrument liabilities
|
$
|
9,810,060
|
|
|
$
|
—
|
|
|
$
|
9,829,102
|
|
|
$
|
—
|
|
|
$
|
9,829,102
|
|
|
At December 31, 2018
|
||||||||||||||||||
|
Carrying
|
|
Estimated Fair Value
|
||||||||||||||||
(In thousands)
|
Amount
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||
Financial instrument assets
|
|
|
|
|
|
|
|
|
|
||||||||||
FHLB and FRB stocks
|
$
|
91,654
|
|
|
$
|
—
|
|
|
$
|
91,654
|
|
|
$
|
—
|
|
|
$
|
91,654
|
|
Investment securities held-to-maturity
|
148,852
|
|
|
—
|
|
|
146,467
|
|
|
2,800
|
|
|
149,267
|
|
|||||
Loans held-for-sale
|
72,594
|
|
|
—
|
|
|
—
|
|
|
74,078
|
|
|
74,078
|
|
|||||
Net loans(1)
|
16,398,860
|
|
|
—
|
|
|
—
|
|
|
16,399,551
|
|
|
16,399,551
|
|
|||||
Securitization receivable(2)
|
19,432
|
|
|
—
|
|
|
—
|
|
|
19,025
|
|
|
19,025
|
|
|||||
Deferred fees on commitments to extend credit
|
18,555
|
|
|
—
|
|
|
18,555
|
|
|
—
|
|
|
18,555
|
|
|||||
Total financial instrument assets
|
$
|
16,749,947
|
|
|
$
|
—
|
|
|
$
|
256,676
|
|
|
$
|
16,495,454
|
|
|
$
|
16,752,130
|
|
Financial instrument liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Certificates of deposits
|
$
|
4,790,680
|
|
|
$
|
—
|
|
|
$
|
4,820,442
|
|
|
$
|
—
|
|
|
$
|
4,820,442
|
|
Long-term borrowings
|
1,449,472
|
|
|
—
|
|
|
1,451,550
|
|
|
—
|
|
|
1,451,550
|
|
|||||
Deferred fees on standby letters of credit
|
77
|
|
|
—
|
|
|
77
|
|
|
—
|
|
|
77
|
|
|||||
Total financial instrument liabilities
|
$
|
6,240,229
|
|
|
$
|
—
|
|
|
$
|
6,272,069
|
|
|
$
|
—
|
|
|
$
|
6,272,069
|
|
(1)
|
Expected credit losses are included in the estimated fair values.
|
(2)
|
The Corporation executed an auto finance loan securitization during 2016 with a related receivable representing a cash reserve account posted at the inception of the securitization. The carrying amount is included in other assets.
|
|
Year Ended December 31,
|
||||||||||
(Dollars in thousands, except per share data)
|
2019
|
|
2018
|
|
2017
|
||||||
Basic Earnings Per Common Share:
|
|
|
|
|
|
|
|
||||
Net income attributable to TCF Financial Corporation
|
$
|
295,468
|
|
|
$
|
304,358
|
|
|
$
|
268,637
|
|
Preferred stock dividends
|
9,975
|
|
|
11,588
|
|
|
19,904
|
|
|||
Impact of preferred stock redemption(1)
|
—
|
|
|
3,481
|
|
|
5,779
|
|
|||
Net income available to common shareholders
|
285,493
|
|
|
289,289
|
|
|
242,954
|
|
|||
Less: Earnings allocated to participating securities
|
20
|
|
|
42
|
|
|
42
|
|
|||
Earnings allocated to common stock
|
$
|
285,473
|
|
|
$
|
289,247
|
|
|
$
|
242,912
|
|
Weighted-average common shares outstanding used in basic earnings per common share calculation
|
111,604,094
|
|
|
84,133,983
|
|
|
85,706,054
|
|
|||
Basic earnings per common share
|
$
|
2.56
|
|
|
$
|
3.44
|
|
|
$
|
2.83
|
|
|
|
|
|
|
|
||||||
Diluted Earnings Per Common Share:
|
|
|
|
|
|
|
|
||||
Earnings allocated to common stock
|
$
|
285,473
|
|
|
$
|
289,247
|
|
|
$
|
242,912
|
|
Weighted-average common shares outstanding used in basic earnings per common share calculation
|
111,604,094
|
|
|
84,133,983
|
|
|
85,706,054
|
|
|||
Net dilutive effect of:
|
|
|
|
|
|
|
|
|
|||
Non-participating restricted stock
|
140,832
|
|
|
—
|
|
|
—
|
|
|||
Stock options
|
73,439
|
|
|
1,184
|
|
|
14,544
|
|
|||
Warrants
|
—
|
|
|
189,519
|
|
|
13,977
|
|
|||
Weighted-average common shares outstanding used in diluted earnings per common share calculation
|
111,818,365
|
|
|
84,324,686
|
|
|
85,734,575
|
|
|||
Diluted earnings per common share
|
$
|
2.55
|
|
|
$
|
3.43
|
|
|
$
|
2.83
|
|
Anti-dilutive shares outstanding not included in the computation of diluted earnings per common share
|
|
|
|
|
|
||||||
Non-participating restricted stock
|
1,288,539
|
|
|
1,028,942
|
|
|
1,163,382
|
|
|||
Stock options
|
97,980
|
|
|
—
|
|
|
—
|
|
(1)
|
Amounts represent the deferred stock issuance costs originally recorded in preferred stock that were reclassified to retained earnings.
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Outside processing
|
$
|
38,151
|
|
|
$
|
20,574
|
|
|
$
|
20,473
|
|
Loan and lease expense
|
31,216
|
|
|
13,649
|
|
|
22,149
|
|
|||
Advertising and marketing
|
28,220
|
|
|
28,120
|
|
|
26,927
|
|
|||
Professional fees
|
26,863
|
|
|
21,529
|
|
|
33,070
|
|
|||
Card processing and issuance costs
|
21,235
|
|
|
17,461
|
|
|
18,325
|
|
|||
FDIC insurance
|
18,298
|
|
|
15,056
|
|
|
16,049
|
|
|||
CFPB and OCC settlement charge
|
—
|
|
|
32,000
|
|
|
—
|
|
|||
Goodwill impairment
|
—
|
|
|
—
|
|
|
73,041
|
|
|||
Other
|
139,733
|
|
|
107,097
|
|
|
115,712
|
|
|||
Total other noninterest expense
|
$
|
303,716
|
|
|
$
|
255,486
|
|
|
$
|
325,746
|
|
(In thousands)
|
Consumer Banking
|
|
Commercial Banking
|
|
Enterprise Services
|
|
Consolidated
|
||||||||
At or For the Year Ended December 31, 2019:
|
|
|
|
|
|
|
|
||||||||
Net interest income
|
$
|
676,552
|
|
|
$
|
536,154
|
|
|
$
|
76,326
|
|
|
$
|
1,289,032
|
|
Provision for credit losses
|
16,550
|
|
|
48,732
|
|
|
—
|
|
|
65,282
|
|
||||
Noninterest income
|
273,915
|
|
|
198,898
|
|
|
(7,281
|
)
|
|
465,532
|
|
||||
Noninterest expense
|
753,904
|
|
|
383,390
|
|
|
194,821
|
|
|
1,332,115
|
|
||||
Income tax expense (benefit)
|
38,353
|
|
|
50,581
|
|
|
(38,693
|
)
|
|
50,241
|
|
||||
Income (loss) after income tax expense (benefit)
|
141,660
|
|
|
252,349
|
|
|
(87,083
|
)
|
|
306,926
|
|
||||
Income attributable to non-controlling interest
|
—
|
|
|
11,458
|
|
|
—
|
|
|
11,458
|
|
||||
Preferred stock dividends
|
—
|
|
|
—
|
|
|
9,975
|
|
|
9,975
|
|
||||
Net income (loss) available to common shareholders
|
$
|
141,660
|
|
|
$
|
240,891
|
|
|
$
|
(97,058
|
)
|
|
$
|
285,493
|
|
Total assets
|
$
|
14,225,928
|
|
|
$
|
23,610,054
|
|
|
$
|
8,815,571
|
|
|
$
|
46,651,553
|
|
(In thousands)
|
Consumer Banking
|
|
Commercial Banking
|
|
Enterprise Services
|
|
Consolidated
|
||||||||
At or For the Year Ended December 31, 2018:
|
|
|
|
|
|
|
|
||||||||
Net interest income
|
$
|
569,220
|
|
|
$
|
383,031
|
|
|
$
|
56,244
|
|
|
$
|
1,008,495
|
|
Provision for credit losses
|
24,661
|
|
|
22,107
|
|
|
—
|
|
|
46,768
|
|
||||
Noninterest income
|
262,797
|
|
|
190,442
|
|
|
1,158
|
|
|
454,397
|
|
||||
Noninterest expense
|
669,967
|
|
|
308,727
|
|
|
35,706
|
|
|
1,014,400
|
|
||||
Income tax expense (benefit)
|
31,645
|
|
|
52,675
|
|
|
1,776
|
|
|
86,096
|
|
||||
Income (loss) after income tax expense (benefit)
|
105,744
|
|
|
189,964
|
|
|
19,920
|
|
|
315,628
|
|
||||
Income attributable to non-controlling interest
|
—
|
|
|
11,270
|
|
|
—
|
|
|
11,270
|
|
||||
Preferred stock dividends
|
—
|
|
|
—
|
|
|
11,588
|
|
|
11,588
|
|
||||
Impact of preferred stock call
|
—
|
|
|
—
|
|
|
3,481
|
|
|
3,481
|
|
||||
Net income (loss) available to common shareholders
|
$
|
105,744
|
|
|
$
|
178,694
|
|
|
$
|
4,851
|
|
|
$
|
289,289
|
|
Total assets
|
$
|
8,344,771
|
|
|
$
|
12,077,321
|
|
|
$
|
3,277,520
|
|
|
$
|
23,699,612
|
|
(In thousands)
|
Consumer Banking
|
|
Commercial Banking
|
|
Enterprise Services
|
|
Consolidated
|
||||||||
At or For the Year Ended December 31, 2017:
|
|
|
|
|
|
|
|
||||||||
Net interest income (expense)
|
$
|
586,290
|
|
|
$
|
359,844
|
|
|
$
|
(8,660
|
)
|
|
$
|
937,474
|
|
Provision for credit losses
|
49,683
|
|
|
18,760
|
|
|
—
|
|
|
68,443
|
|
||||
Noninterest income
|
285,222
|
|
|
150,526
|
|
|
315
|
|
|
436,063
|
|
||||
Noninterest expense
|
748,272
|
|
|
272,888
|
|
|
38,774
|
|
|
1,059,934
|
|
||||
Income tax expense (benefit)
|
49,927
|
|
|
(69,297
|
)
|
|
(14,254
|
)
|
|
(33,624
|
)
|
||||
Income (loss) after income tax expense (benefit)
|
23,630
|
|
|
288,019
|
|
|
(32,865
|
)
|
|
278,784
|
|
||||
Income attributable to non-controlling interest
|
—
|
|
|
10,147
|
|
|
—
|
|
|
10,147
|
|
||||
Preferred stock dividends
|
—
|
|
|
—
|
|
|
19,904
|
|
|
19,904
|
|
||||
Impact of preferred stock call
|
—
|
|
|
—
|
|
|
5,779
|
|
|
5,779
|
|
||||
Net income (loss) available to common shareholders
|
$
|
23,630
|
|
|
$
|
277,872
|
|
|
$
|
(58,548
|
)
|
|
$
|
242,954
|
|
Total assets
|
$
|
9,062,862
|
|
|
$
|
11,402,657
|
|
|
$
|
2,536,640
|
|
|
$
|
23,002,159
|
|
|
At December 31,
|
||||||
(In thousands)
|
2019
|
|
2018
|
||||
Assets:
|
|
|
|
||||
Cash and due from banks
|
$
|
157,103
|
|
|
$
|
91,132
|
|
Premises and equipment, net
|
3,813
|
|
|
78
|
|
||
Deferred tax asset
|
8,536
|
|
|
2,974
|
|
||
Investment in TCF Bank
|
5,526,078
|
|
|
2,426,329
|
|
||
Accounts receivable from TCF Bank
|
25,887
|
|
|
23,780
|
|
||
Other assets
|
40,961
|
|
|
1,201
|
|
||
Total assets
|
$
|
5,762,378
|
|
|
$
|
2,545,494
|
|
Liabilities and Equity:
|
|
|
|
||||
Long term borrowings
|
$
|
19,021
|
|
|
$
|
—
|
|
Accrued expenses and other liabilities
|
36,342
|
|
|
7,693
|
|
||
Total liabilities
|
55,363
|
|
|
7,693
|
|
||
Equity
|
5,707,015
|
|
|
2,537,801
|
|
||
Total liabilities and equity
|
$
|
5,762,378
|
|
|
$
|
2,545,494
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Interest income
|
$
|
262
|
|
|
$
|
200
|
|
|
$
|
183
|
|
Interest expense
|
484
|
|
|
—
|
|
|
—
|
|
|||
Net interest income
|
(222
|
)
|
|
200
|
|
|
183
|
|
|||
Noninterest income:
|
|
|
|
|
|
||||||
Dividends from TCF Bank
|
225,000
|
|
|
431,000
|
|
|
65,000
|
|
|||
Management fees
|
14,001
|
|
|
20,532
|
|
|
15,660
|
|
|||
Other
|
581
|
|
|
426
|
|
|
13
|
|
|||
Total noninterest income
|
239,582
|
|
|
451,958
|
|
|
80,673
|
|
|||
Noninterest expense:
|
|
|
|
|
|
||||||
Compensation and employee benefits
|
18,677
|
|
|
20,282
|
|
|
16,233
|
|
|||
Occupancy and equipment
|
470
|
|
|
301
|
|
|
275
|
|
|||
Merger-Related expenses
|
69,944
|
|
|
—
|
|
|
—
|
|
|||
Other
|
5,040
|
|
|
5,682
|
|
|
3,353
|
|
|||
Total noninterest expense
|
94,131
|
|
|
26,265
|
|
|
19,861
|
|
|||
Income before income tax benefit and equity in undistributed earnings (loss) of TCF Bank
|
145,229
|
|
|
425,893
|
|
|
60,995
|
|
|||
Income tax benefit
|
15,513
|
|
|
952
|
|
|
1,575
|
|
|||
Income before equity in undistributed earnings (loss) of TCF Bank
|
160,742
|
|
|
426,845
|
|
|
62,570
|
|
|||
Equity in undistributed earnings (loss) of TCF Bank
|
134,726
|
|
|
(122,487
|
)
|
|
206,067
|
|
|||
Net income
|
295,468
|
|
|
304,358
|
|
|
268,637
|
|
|||
Preferred stock dividends
|
9,975
|
|
|
11,588
|
|
|
19,904
|
|
|||
Impact of preferred stock redemption
|
—
|
|
|
3,481
|
|
|
5,779
|
|
|||
Net income available to common shareholders
|
$
|
285,493
|
|
|
$
|
289,289
|
|
|
$
|
242,954
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
295,468
|
|
|
$
|
304,358
|
|
|
$
|
268,637
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
|
|
|
|
|
||||||
Equity in undistributed (earnings) loss of TCF Bank
|
(134,726
|
)
|
|
122,487
|
|
|
(206,067
|
)
|
|||
Share-based compensation expense
|
28,351
|
|
|
17,824
|
|
|
14,743
|
|
|||
Depreciation and amortization
|
(640
|
)
|
|
4,986
|
|
|
9,110
|
|
|||
Provision (benefit) for deferred income taxes
|
4,893
|
|
|
(583
|
)
|
|
4,690
|
|
|||
Net gains (losses) on sales of assets
|
6
|
|
|
(402
|
)
|
|
—
|
|
|||
Net change in other assets
|
(1,072
|
)
|
|
753
|
|
|
—
|
|
|||
Net change in other liabilities
|
(1,154
|
)
|
|
(374
|
)
|
|
(2,494
|
)
|
|||
Other, net
|
(21,719
|
)
|
|
(7,958
|
)
|
|
(12,645
|
)
|
|||
Net cash provided by operating activities
|
169,407
|
|
|
441,091
|
|
|
75,974
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Purchases of premises and equipment and lease equipment
|
(95
|
)
|
|
(3
|
)
|
|
(23
|
)
|
|||
Proceeds from sales of premises and equipment
|
17
|
|
|
727
|
|
|
—
|
|
|||
Net cash acquired in business combination
|
155,155
|
|
|
—
|
|
|
—
|
|
|||
Net cash provided by (used in) investing activities
|
155,077
|
|
|
724
|
|
|
(23
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Redemption of Series B preferred stock
|
—
|
|
|
(100,000
|
)
|
|
—
|
|
|||
Net proceeds from public offering of Series C preferred stock
|
—
|
|
|
—
|
|
|
169,302
|
|
|||
Redemption of Series A preferred stock
|
—
|
|
|
—
|
|
|
(172,500
|
)
|
|||
Repurchases of common stock
|
(86,309
|
)
|
|
(212,929
|
)
|
|
(9,163
|
)
|
|||
Common shares sold to TCF employee benefit plans
|
—
|
|
|
715
|
|
|
23,254
|
|
|||
Dividends paid on preferred stock
|
(9,975
|
)
|
|
(11,588
|
)
|
|
(19,904
|
)
|
|||
Dividends paid on common stock
|
(156,060
|
)
|
|
(99,490
|
)
|
|
(50,617
|
)
|
|||
Payments related to tax-withholding upon conversion of share-based awards
|
(6,198
|
)
|
|
(6,865
|
)
|
|
(5,506
|
)
|
|||
Exercise of stock options
|
29
|
|
|
(997
|
)
|
|
(57
|
)
|
|||
Net cash used in financing activities
|
(258,513
|
)
|
|
(431,154
|
)
|
|
(65,191
|
)
|
|||
Net change in cash and due from banks
|
65,971
|
|
|
10,661
|
|
|
10,760
|
|
|||
Cash and due from banks at beginning of period
|
91,132
|
|
|
80,471
|
|
|
69,711
|
|
|||
Cash and due from banks at end of period
|
$
|
157,103
|
|
|
$
|
91,132
|
|
|
$
|
80,471
|
|
(In thousands)
|
Before Tax
|
|
Tax Effect
|
|
Net of Tax
|
||||||
Year Ended December 31, 2019:
|
|
|
|
|
|
|
|
|
|||
Net unrealized gains (losses) on available-for-sale investment securities and interest-only strips:
|
|
|
|
|
|
||||||
Net unrealized gains (losses) arising during the period
|
$
|
109,403
|
|
|
$
|
(25,707
|
)
|
|
$
|
83,696
|
|
Reclassification of net (gains) losses from accumulated other comprehensive income (loss) to:
|
|
|
|
|
|
||||||
Total interest income
|
2,644
|
|
|
(716
|
)
|
|
1,928
|
|
|||
Net gains (losses) on investment securities
|
(1,517
|
)
|
|
369
|
|
|
(1,148
|
)
|
|||
Other noninterest expense
|
(485
|
)
|
|
129
|
|
|
(356
|
)
|
|||
Amounts reclassified from accumulated other comprehensive income (loss)
|
642
|
|
|
(218
|
)
|
|
424
|
|
|||
Net unrealized gains (losses) on available-for-sale investment securities and interest-only strips
|
110,045
|
|
|
(25,925
|
)
|
|
84,120
|
|
|||
Recognized postretirement prior service cost:
|
|
|
|
|
|
|
|
|
|||
Reclassification of amortization of prior service cost to other noninterest expense
|
(46
|
)
|
|
13
|
|
|
(33
|
)
|
|||
Net unrealized gains (losses) on net investment hedges
|
(7,001
|
)
|
|
1,815
|
|
|
(5,186
|
)
|
|||
Foreign currency translation adjustment(1)
|
8,514
|
|
|
—
|
|
|
8,514
|
|
|||
Total other comprehensive income (loss)
|
$
|
111,512
|
|
|
$
|
(24,097
|
)
|
|
$
|
87,415
|
|
Year Ended December 31, 2018:
|
|
|
|
|
|
|
|
|
|||
Net unrealized gains (losses) on available-for-sale investment securities and interest-only strips:
|
|
|
|
|
|
||||||
Net unrealized gains (losses) arising during the period
|
$
|
(16,373
|
)
|
|
$
|
4,002
|
|
|
$
|
(12,371
|
)
|
Reclassification of net (gains) losses from accumulated other comprehensive income (loss) to:
|
|
|
|
|
|
||||||
Total interest income
|
1,066
|
|
|
(335
|
)
|
|
731
|
|
|||
Net gains (losses) on investment securities
|
(127
|
)
|
|
31
|
|
|
(96
|
)
|
|||
Other noninterest expense
|
90
|
|
|
(23
|
)
|
|
67
|
|
|||
Amounts reclassified from accumulated other comprehensive income (loss)
|
1,029
|
|
|
(327
|
)
|
|
702
|
|
|||
Net unrealized gains (losses) on available-for-sale investment securities and interest-only strips
|
(15,344
|
)
|
|
3,675
|
|
|
(11,669
|
)
|
|||
Recognized postretirement prior service cost:
|
|
|
|
|
|
|
|
|
|||
Reclassification of amortization of prior service cost to other noninterest expense
|
(46
|
)
|
|
12
|
|
|
(34
|
)
|
|||
Net unrealized gains (losses) on net investment hedges
|
13,762
|
|
|
(3,312
|
)
|
|
10,450
|
|
|||
Foreign currency translation adjustment(1)
|
(13,368
|
)
|
|
—
|
|
|
(13,368
|
)
|
|||
Total other comprehensive income (loss)
|
$
|
(14,996
|
)
|
|
$
|
375
|
|
|
$
|
(14,621
|
)
|
Year Ended December 31, 2017:
|
|
|
|
|
|
||||||
Net unrealized gains (losses) on available-for-sale investment securities and interest-only strips:
|
|
|
|
|
|
||||||
Net unrealized gains (losses) arising during the period
|
$
|
24,244
|
|
|
$
|
(8,857
|
)
|
|
$
|
15,387
|
|
Reclassification of net (gains) losses from accumulated other comprehensive income (loss) to:
|
|
|
|
|
|
||||||
Total interest income
|
963
|
|
|
572
|
|
|
1,535
|
|
|||
Other noninterest expense
|
(755
|
)
|
|
287
|
|
|
(468
|
)
|
|||
Amounts reclassified from accumulated other comprehensive income (loss)
|
208
|
|
|
859
|
|
|
1,067
|
|
|||
Net unrealized gains (losses) on available-for-sale investment securities and interest-only strips
|
24,452
|
|
|
(7,998
|
)
|
|
16,454
|
|
|||
Recognized postretirement prior service cost:
|
|
|
|
|
|
|
|
|
|||
Reclassification of amortization of prior service cost to other noninterest expense
|
(46
|
)
|
|
17
|
|
|
(29
|
)
|
|||
Net unrealized gains (losses) on net investment hedges
|
(4,430
|
)
|
|
1,684
|
|
|
(2,746
|
)
|
|||
Foreign currency translation adjustment(1)
|
4,921
|
|
|
—
|
|
|
4,921
|
|
|||
Total other comprehensive income (loss)
|
$
|
24,897
|
|
|
$
|
(6,297
|
)
|
|
$
|
18,600
|
|
(1)
|
Foreign investments are deemed to be permanent in nature and, therefore, TCF does not provide for taxes on foreign currency translation adjustments.
|
(In thousands)
|
Net Unrealized Gains (Losses) on Available-for-Sale Investment Securities and Interest-only Strips
|
|
Net Unrealized Gains (Losses) on Net
Investment
Hedges
|
|
Foreign
Currency
Translation Adjustment
|
|
Recognized
Postretirement Prior
Service Cost
|
|
Total
|
||||||||||
At or For the Year Ended December 31, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance, beginning of period
|
$
|
(28,022
|
)
|
|
$
|
14,986
|
|
|
$
|
(20,211
|
)
|
|
$
|
109
|
|
|
$
|
(33,138
|
)
|
Other comprehensive income (loss)
|
83,696
|
|
|
(5,186
|
)
|
|
8,514
|
|
|
—
|
|
|
87,024
|
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
424
|
|
|
—
|
|
|
—
|
|
|
(33
|
)
|
|
391
|
|
|||||
Net other comprehensive income (loss)
|
84,120
|
|
|
(5,186
|
)
|
|
8,514
|
|
|
(33
|
)
|
|
87,415
|
|
|||||
Balance, end of period
|
$
|
56,098
|
|
|
$
|
9,800
|
|
|
$
|
(11,697
|
)
|
|
$
|
76
|
|
|
$
|
54,277
|
|
At or For the Year Ended December 31, 2018:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance, beginning of period
|
$
|
(16,353
|
)
|
|
$
|
4,536
|
|
|
$
|
(6,843
|
)
|
|
$
|
143
|
|
|
$
|
(18,517
|
)
|
Other comprehensive income (loss)
|
(12,371
|
)
|
|
10,450
|
|
|
(13,368
|
)
|
|
—
|
|
|
(15,289
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
702
|
|
|
—
|
|
|
—
|
|
|
(34
|
)
|
|
668
|
|
|||||
Net other comprehensive income (loss)
|
(11,669
|
)
|
|
10,450
|
|
|
(13,368
|
)
|
|
(34
|
)
|
|
(14,621
|
)
|
|||||
Balance, end of period
|
$
|
(28,022
|
)
|
|
$
|
14,986
|
|
|
$
|
(20,211
|
)
|
|
$
|
109
|
|
|
$
|
(33,138
|
)
|
At or For the Year Ended December 31, 2017:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance, beginning of period
|
$
|
(28,601
|
)
|
|
$
|
6,493
|
|
|
$
|
(11,764
|
)
|
|
$
|
147
|
|
|
$
|
(33,725
|
)
|
Other comprehensive income (loss)
|
15,387
|
|
|
(2,746
|
)
|
|
4,921
|
|
|
—
|
|
|
17,562
|
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
1,067
|
|
|
—
|
|
|
—
|
|
|
(29
|
)
|
|
1,038
|
|
|||||
Net other comprehensive income (loss)
|
16,454
|
|
|
(2,746
|
)
|
|
4,921
|
|
|
(29
|
)
|
|
18,600
|
|
|||||
Adoption impact of ASU 2018-02
|
(4,206
|
)
|
|
789
|
|
|
—
|
|
|
25
|
|
|
(3,392
|
)
|
|||||
Balance, end of period
|
$
|
(16,353
|
)
|
|
$
|
4,536
|
|
|
$
|
(6,843
|
)
|
|
$
|
143
|
|
|
$
|
(18,517
|
)
|
|
Quarter Ended
|
|||||||||||||||||||||||
(In thousands, except per share data)
|
Dec. 31, 2019
|
Sep. 30, 2019
|
Jun. 30, 2019
|
Mar. 31, 2019
|
Dec. 31, 2018
|
Sep. 30, 2018
|
Jun. 30, 2018
|
Mar. 31, 2018
|
||||||||||||||||
Net interest income
|
$
|
408,753
|
|
$
|
371,793
|
|
$
|
254,057
|
|
$
|
254,429
|
|
$
|
253,153
|
|
$
|
253,502
|
|
$
|
254,751
|
|
$
|
247,089
|
|
Provision for credit losses
|
14,403
|
|
27,188
|
|
13,569
|
|
10,122
|
|
18,894
|
|
2,270
|
|
14,236
|
|
11,368
|
|
||||||||
Net interest income after provision for credit losses
|
394,350
|
|
344,605
|
|
240,488
|
|
244,307
|
|
234,259
|
|
251,232
|
|
240,515
|
|
235,721
|
|
||||||||
Noninterest income
|
158,052
|
|
94,258
|
|
109,718
|
|
103,504
|
|
123,868
|
|
112,064
|
|
110,151
|
|
108,314
|
|
||||||||
Noninterest expense
|
416,571
|
|
425,620
|
|
236,849
|
|
253,075
|
|
249,958
|
|
246,423
|
|
272,039
|
|
245,980
|
|
||||||||
Income before income tax expense (benefit)
|
135,831
|
|
13,243
|
|
113,357
|
|
94,736
|
|
108,169
|
|
116,873
|
|
78,627
|
|
98,055
|
|
||||||||
Income tax expense (benefit)
|
21,375
|
|
(11,735
|
)
|
19,314
|
|
21,287
|
|
20,013
|
|
28,034
|
|
16,418
|
|
21,631
|
|
||||||||
Income after income tax expense (benefit)
|
114,456
|
|
24,978
|
|
94,043
|
|
73,449
|
|
88,156
|
|
88,839
|
|
62,209
|
|
76,424
|
|
||||||||
Income attributable to non-controlling interest
|
2,057
|
|
2,830
|
|
3,616
|
|
2,955
|
|
2,504
|
|
2,643
|
|
3,460
|
|
2,663
|
|
||||||||
Net income attributable to TCF Financial Corporation
|
112,399
|
|
22,148
|
|
90,427
|
|
70,494
|
|
85,652
|
|
86,196
|
|
58,749
|
|
73,761
|
|
||||||||
Preferred stock dividends
|
2,494
|
|
2,494
|
|
2,494
|
|
2,493
|
|
2,494
|
|
2,494
|
|
2,494
|
|
4,106
|
|
||||||||
Impact of preferred stock redemption
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
3,481
|
|
||||||||
Net income available to common shareholders
|
$
|
109,905
|
|
$
|
19,654
|
|
$
|
87,933
|
|
$
|
68,001
|
|
$
|
83,158
|
|
$
|
83,702
|
|
$
|
56,255
|
|
$
|
66,174
|
|
Earnings per common share:
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
$
|
0.72
|
|
$
|
0.15
|
|
$
|
1.07
|
|
$
|
0.83
|
|
$
|
1.00
|
|
$
|
1.00
|
|
$
|
0.67
|
|
$
|
0.77
|
|
Diluted
|
0.72
|
|
0.15
|
|
1.07
|
|
0.83
|
|
1.00
|
|
1.00
|
|
0.67
|
|
0.77
|
|
1. Financial Statements
|
|
The following consolidated financial statements of TCF Financial Corporation are filed as part of this report:
|
|
|
|
Description
|
Page
|
|
|
2. Financial Statement Schedules
|
|
All financial statement schedules have been included in the Consolidated Financial Statements or the Notes thereto, or are either inapplicable or not required.
|
|
Exhibit Number
|
|
Description
|
2(a)
|
|
Agreement and Plan of Merger by and between Chemical Financial Corporation and TCF Financial Corporation dated as of January 27, 2019 Previously filed as Exhibit 2.1 to the registrant’s Current Report on Form 8-K filed with the SEC on January 28, 2019. Here incorporated by reference.
|
3(a)
|
|
Restated Articles of Incorporation of the Corporation Previously filed as Exhibit 3.1 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, filed with the SEC on May 10, 2017. Here incorporated by reference.
|
3(b)
|
|
Amendment to the Restated Articles of Incorporation of TCF Financial Corporation, including the Certificate of Designations of 5.70% Series C Non-Cumulative Perpetual Preferred Stock. Previously filed as Exhibit 3.2 to the registrant’s Current Report on Form 8-K filed with the SEC on August 1, 2019. Here incorporated by reference.
|
3(c)
|
|
Bylaws of TCF Financial Corporation, as of August 1, 2019. Previously filed as Exhibit 3.3 to the registrant’s Current Report on Form 8-K filed with the SEC on August 1, 2019. Here incorporated by reference.
|
4(a)
|
|
Description of Common Stock. Previously filed as Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed with the SEC on August 1, 2019. Here incorporated by reference.
|
4(b)
|
|
Long-Term Debt. The registrant has outstanding long-term debt which at the time of this Annual Report does not exceed 10% of the registrant's total consolidated assets. The registrant agrees to furnish copies of the agreements defining the rights of holders of such long-term debt to the SEC upon request.
|
10(a)*
|
|
Amending and Restated Chemical Financial Corporation Stock Incentive Plan of 2006. Previously filed as Exhibit 10.1 to the registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, filed with the SEC on August 3, 2011. Here incorporated by reference.
|
10(b)*
|
|
Chemical Financial Corporation Stock Incentive Plan of 2012. Previously filed as Appendix A to the registrant's definitive proxy statement for the registrant's 2012 Annual Meeting of Shareholders, filed with the SEC on March 1, 2012. Here incorporated by reference.
|
10(c)*
|
|
Chemical Financial Corporation Stock Incentive Plan of 2015. Previously filed as Appendix C to the registrant's definitive proxy statement for the registrant's 2015 Annual Meeting of Shareholders, filed with the SEC on March 6, 2015. Here incorporated by reference.
|
10(d)*
|
|
Chemical Financial Corporation Stock Incentive Plan of 2017. Previously filed as Exhibit 10.1 to the registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, filed with the SEC on May 10, 2017. Here incorporated by reference.
|
10(e)*
|
|
Chemical Financial Corporation Supplemental Retirement Income Plan. Previously filed as Exhibit 10.5 to the registrant's Registration Statement on Form S-4, filed with the SEC on February 19, 2010. Here incorporated by reference.
|
10(f)*
|
|
Chemical Financial Corporation Deferred Compensation Plan for Directors. Previously filed as Exhibit 10.2 to the registrant's Annual Report on Form 10-K for the year ended December 31, 2011, filed with the SEC on February 24, 2012. Here incorporated by reference.
|
10(g)*#
|
|
|
10(h)*
|
|
Chemical Financial Corporation Directors' Deferred Stock Plan. Previously filed as Exhibit 10.8 to the registrant's Annual Report on Form 10-K for the year ended December 31, 2013, filed with the SEC on February 26, 2014. Here incorporated by reference.
|
10(i)*
|
|
Chemical Financial Corporation Executive Annual Incentive Plan. Previously filed as Exhibit 10.9 of the registrant's Annual Report on Form 10-K filed with the SEC on February 28, 2018. Here incorporated by reference.
|
10(j)*
|
|
Form of Restricted Stock Unit Agreement pursuant to the Stock Incentive Plan of 2017 for Performance-Based Restricted Stock. Previously filed as Exhibit 10.29 of the registrant’s Annual Report on Form 10-K filed with the SEC on February 28, 2018. Here incorporated by reference.
|
10(k)*
|
|
Form of Restricted Stock Unit Agreement pursuant to the Stock Incentive Plan of 2017 for Time-Vested Restricted Stock. Previously filed as Exhibit 10.30 of the registrant’s Annual Report on Form 10-K filed with the SEC on February 28, 2018. Here incorporated by reference
|
10(l)*
|
|
Form of Restricted Stock Unit Agreement pursuant to the Stock Incentive Plan of 2017 for Performance-Based Restricted Stock awarded to Executive Leadership. Previously filed as Exhibit 10.29 of the registrant’s Annual Report on Form 10-K filed with the SEC on February 28, 2019. Here incorporated by reference.
|
10(m)*
|
|
Form of Restricted Stock Unit Agreement pursuant to the Stock Incentive Plan of 2017 for Performance-Based Restricted Stock awarded to the Chairman and Chief Executive Officer. Previously filed as Exhibit 10.30 of the registrant’s Annual Report on Form 10-K filed with the SEC on February 28, 2019. Here incorporated by reference.
|
10(n)*
|
|
Form of Restricted Stock Unit Agreement pursuant to the Stock Incentive Plan of 2017 for Time-Based Restricted Stock awarded to Executive Leadership. Previously filed as Exhibit 10.31 of the registrant’s Annual Report on Form 10-K filed with the SEC on February 28, 2019. Here incorporated by reference.
|
10(o)*
|
|
Form of Restricted Stock Unit Agreement pursuant to the Stock Incentive Plan of 2017 for Time-Based Restricted Stock awarded to the Chairman and Chief Executive Officer. Previously filed as Exhibit 10.32 of the registrant’s Annual Report on Form 10-K filed with the SEC on February 28, 2019. Here incorporated by reference.
|
10(p)*
|
|
Amended and Restated Employment Agreement dated November 6, 2019, between TCF Financial Corporation and Craig R. Dahl. Previously filed as Exhibit 10(a) of the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, with the SEC on November 12, 2019. Here incorporated by reference.
|
10(q)*
|
|
Retention Agreement between David T. Provost and Chemical Financial Corporation, dated January 27, 2019. Previously filed as Exhibit 10.1 of the registrant’s Current Report on Form 8-K filed with the SEC on January 28, 2019. Here incorporated by reference.
|
10(r)*
|
|
Retention Agreement between Gary Torgow and Chemical Financial Corporation, dated January 27, 2019. Previously filed as Exhibit 10.2 of the registrant’s Current Report on Form 8-K filed with the SEC on January 28, 2019. Here incorporated by reference.
|
10(s)*
|
|
Employment Agreement between J. Brennan Ryan, Chemical Financial Corporation and Chemical Bank, dated July 9, 2018. Previously filed as Exhibit 10.28 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC on February 28, 2019. Here incorporated by reference.
|
10(t)*
|
|
Letter Agreement dated July 31, 2019 between Chemical Financial Corporation and Brennan Ryan. Previously filed as Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on August 1, 2019. Here incorporated by reference.
|
10(u)*
|
|
Amended and Restated Employment Agreement dated July 31, 2019 between Chemical Financial Corporation and Thomas C. Shafer. Previously filed as Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed with the SEC on August 1, 2019. Here incorporated by reference.
|
10(v)*
|
|
Employment Agreement between Dennis L. Klaeser, Chemical Financial Corporation and Chemical Bank, dated July 1, 2018. Previously filed as Exhibit 10.2 to the registrant's Current Report on Form 8-K filed with the SEC on July 3, 2018. Here incorporated by reference.
|
10(w)*
|
|
Letter Agreement dated December 13, 2019 between Dennis L. Klaeser and TCF Financial Corporation. Previously filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on December 16, 2019. Here incorporated by reference.
|
10(x)*
|
|
Executive Employment Agreement dated December 13, 2019 by and between TCF Financial Corporation and Brian Maass. Previously filed as Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on December 16, 2019. Here incorporated by reference.
|
10(y)*
|
|
Form of Retention Time-Vesting Restricted Stock Unit Agreement. Previously filed as Exhibit 10.4 of the registrant’s Current Report on Form 8-K filed with the SEC on August 1, 2019. Here incorporated by reference.
|
10(z)*
|
|
Amended and Restated TCF Financial 2015 Omnibus Incentive Plan. Previously filed as Exhibit 10(a) to Legacy TCF’s Annual Report on Form 10-K filed with the SEC on February 26, 2019. Here incorporated by reference.
|
10(aa)*
|
|
Form of Restricted Stock Award Agreement under the TCF Financial 2015 Omnibus Incentive Plan. Previously filed as Exhibit 10(a)-1 to Legacy TCF’s Annual Report on Form 10-K filed with the SEC on February 26, 2019. Here incorporated by reference.
|
10(bb)*
|
|
Form of Performance-Based Restricted Stock Award Agreement under the TCF Financial 2015 Omnibus Incentive Plan. Previously filed as Exhibit 10(a)-2 to Legacy TCF’s Annual Report on Form 10-K filed with the SEC on February 26, 2019. Here incorporated by reference.
|
10(cc)*
|
|
Form of Restricted Stock Unit Agreement under the TCF Financial 2015 Omnibus Incentive Plan. Previously filed as Exhibit 10(a)-3 to Legacy TCF’s Annual Report on Form 10-K filed with the SEC on February 26, 2019. Here incorporated by reference.
|
10(dd)*
|
|
Form of Performance-Based Restricted Stock Unit Agreement under the TCF Financial 2015 Omnibus Incentive Plan. Previously filed as Exhibit 10(a)-4 to Legacy TCF’s Annual Report on Form 10-K filed with the SEC on February 26, 2019. Here incorporated by reference.
|
10(ee)*
|
|
Form of TCF Financial Corporation Management Incentive Plan - Executive Award. Previously filed as Exhibit 10(a)-6 to Legacy TCF’s Annual Report on Form 10-K filed with the SEC on February 26, 2019. Here incorporated by reference.
|
10(ff)*
|
|
Form of Performance-Based Restricted Stock Unit Agreement under the TCF Financial 2015 Omnibus Incentive Plan. Previously filed as Exhibit 10(a)-7 to Legacy TCF’s Annual Report on Form 10-K filed with the SEC on February 26, 2019. Here incorporated by reference.
|
10(gg)*
|
|
TCF Financial Incentive Stock Program, as amended and restated April 24, 2013. Previously filed as Exhibit 10(b) to Legacy TCF’s Annual Report on Form 10-K filed with the SEC on February 26, 2019. Here incorporated by reference.
|
10(hh)*
|
|
Form of Deferred Restricted Stock Award Agreement as executed by certain executives. Previously filed as Exhibit 10(b)-2 to Legacy TCF’s Annual Report on Form 10-K filed with the SEC on February 26, 2019. Here incorporated by reference.
|
10(ii)*
|
|
Form of Performance-Based Restricted Stock Award Agreement as executed by certain executives. Previously filed as Exhibit 10(b)-3 to Legacy TCF’s Annual Report on Form 10-K filed with the SEC on February 26, 2019. Here incorporated by reference.
|
10(jj)*
|
|
TCF Financial Corporation Supplemental Employee Retirement Plan - ESPP Plan as amended and restated through January 24, 2005. Previously filed as Exhibit 10(e) to Legacy TCF’s Annual Report on Form 10-K filed with the SEC on February 26, 2019. Here incorporated by reference.
|
10(kk)*#
|
|
|
10(ll)*
|
|
Trust Agreement for TCF 401K Plan Supplemental Plan effective November 1, 2017, by and between TCF Financial Corporation and Reliance Trust Company. Previously filed as Exhibit 10(f) to Legacy TCF’s Annual Report on Form 10-K filed with the SEC on February 26, 2019. Here incorporated by reference.
|
10(mm)*#
|
|
|
10(nn)*
|
|
TCF Financial Corporation TCF Directors Deferred Compensation Plan as amended and restated through January 24, 2005. Previously filed as Exhibit 10(l) to Legacy TCF’s Annual Report on Form 10-K filed with the SEC on February 26, 2019. Here incorporated by reference.
|
10(oo)*#
|
|
TCF Financial Corporation Directors Deferred Compensation Plan, adopted effective as of January 6, 2005, as amended and restated October 23, 2019.
|
10(pp)*
|
|
Trust Agreement for TCF Directors Deferred Compensation Plan as amended by amendment adopted April 30, 2001 as amended by amendment adopted October 10, 2001 and as amended by amendments adopted May 3, 2002 and as amended by Third Amendment of TCF Directors Deferred Compensation Trust effective as of June 30, 2003 Previously filed as Exhibit 10(m) to Legacy TCF’s Annual Report on Form 10-K filed with the SEC on February 26, 2019. Here incorporated by reference.
|
10(qq)*#
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|
TCF 401K Plan, as amended and restated effective January 1, 2020.
|
10(rr)*#
|
|
|
10(ss)*#
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|
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10(tt)*#
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|
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10(uu)*
|
|
Lease, dated May 31, 2019, by and between GPC Adams LLC and Chemical Bank. Previously filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on June 6, 2019. Here incorporated by reference.
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21#
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23.1#
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23.2#
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31.1#
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31.2#
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32.1#
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32.2#
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99.1#
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101.INS
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XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
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101.SCH#
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XBRL Taxonomy Extension Schema Document
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101.CAL#
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF#
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XBRL Taxonomy Extension Definitions Linkbase Document
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101.LAB#
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE#
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XBRL Taxonomy Extension Presentation Linkbase Document
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TCF FINANCIAL CORPORATION
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|
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/s/ Craig R. Dahl
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Craig R. Dahl,
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|
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Chief Executive Officer and President
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(Principal Executive Officer)
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Name
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Title
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Date
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/s/ Craig R. Dahl
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March 2, 2020
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Craig R. Dahl
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Chief Executive Officer and President
(Principal Executive Officer)
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/s/ Dennis L. Klaeser
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March 2, 2020
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Dennis L. Klaeser
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Executive Vice President and Chief Financial Officer (Principal Financial Officer)
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/s/ Kathleen S. Wendt
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March 2, 2020
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Kathleen S. Wendt
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Executive Vice President and Chief Accounting Officer (Principal Accounting Officer)
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/s/ Gary Torgow
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March 2, 2020
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Gary Torgow
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Executive Chairman
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/s/ David T. Provost
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March 2, 2020
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David T. Provost
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Executive Vice Chairman
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/s/ Peter Bell
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March 2, 2020
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Peter Bell
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Director
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/s/ Karen L. Grandstrand
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March 2, 2020
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Karen L. Grandstrand
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Director
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/s/ Richard H. King
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March 2, 2020
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Richard H. King
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Director
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/s/ Ronald A. Klein
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March 2, 2020
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Ronald A. Klein
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Director
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/s/ Barbara J. Mahone
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March 2, 2020
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Barbara J. Mahone
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Director
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/s/ Barbara L. McQuade
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March 2, 2020
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Barbara L. McQuade
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Director
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/s/ Vance K. Opperman
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March 2, 2020
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Vance K. Opperman
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Lead Director
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/s/ Roger J. Sit
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March 2, 2020
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Roger J. Sit
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Director
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/s/ Julie H. Sullivan
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March 2, 2020
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Julie H. Sullivan
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Director
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/s/ Jeffrey L. Tate
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March 2, 2020
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Jeffrey L. Tate
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Director
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/s/ Arthur A. Weiss
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March 2, 2020
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Arthur A. Weiss
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Director
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/s/ Franklin C. Wheatlake
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March 2, 2020
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Franklin C. Wheatlake
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Director
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/s/ Theresa M. H. Wise
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March 2, 2020
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Theresa M. H. Wise
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Director
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SECTION 1 - Declaration
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1
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1.1 Establishment of Plan
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1
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1.2 Effective Date
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1
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SECTION 2 - Definitions
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2
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2.1 Defined Terms
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2
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2.2 Administrator
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2
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2.3 Agent for Service of Process
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3
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2.4 Beneficiary
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3
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2.5 Change in Control
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3
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2.6 Compensation
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4
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2.7 Disability
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4
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2.8 Employee
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4
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2.9 Employee
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4
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2.10 Employer
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5
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2.11 Flexible Distribution Account
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5
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2.12 Participant
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5
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2.13 Persons Acting as a Group
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5
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2.14 Plan Year
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5
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2.15 Retirement
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5
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2.16 Retirement Distribution Accounts
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5
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2.17 Separation From Service
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5
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2.18 Severance Compensation
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6
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2.19 Specified Employee
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6
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2.20 Spouse
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6
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2.21 Surviving Spouse
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6
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2.22 Unforeseeable Emergency
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6
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2.23 Years of Service
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6
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SECTION 3 - Participation
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7
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3.1 Designation as Participant
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7
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3.2 Termination of Participation
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7
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3.3 Participation Agreement
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7
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SECTION 4 - Elective Deferral Credits
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7
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4.1 Payroll Deductions
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7
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4.2 Amount Allowed
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7
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4.3 Prior Irrevocable Election
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8
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SECTION 4A - Supplemental Contributions
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9
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SECTION 5 - Accounting; Earnings Credits
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9
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5.1 Accounting Records
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9
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5.2 Timing of Credits
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10
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5.3 Earnings Credits and Debits
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10
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5.4 Rabbi Trust
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10
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SECTION 6 - Vesting
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11
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SECTION 7 - Payment of Benefits
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11
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7.1 Events of Payment
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11
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7.2 Form of Payment
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12
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7.3 Time of Payment
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12
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7.4 Death
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13
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SECTION 8 - General Provisions
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13
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8.1 Amendment and Termination
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13
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8.2 Employment Relationship
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13
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8.3 Rights Not Assignable
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14
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8.4 Unsecured Obligation
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14
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8.5 Construction; Interpretation
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14
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8.6 Governing Law
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14
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8.7 Unfunded Plan
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15
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Term
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Location
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Administrator
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2.2
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Agent for Service of Process
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2.3
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Beneficiary
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2.4
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Board of Directors
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2.9
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Change in Control
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2.5
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Code
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1.1
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Compensation
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2.6
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Designation as Participant
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3.1
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Disability
Distribution Account
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2.7
2.8
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Elective Deferral Credit
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4.1
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Elective Deferral Credits Account
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5.1
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Employee
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2.9
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Employer
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2.10
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ERISA
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1.1
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Flexible Distribution Account
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2.11
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Identification Date
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2.17
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Initial Effective Date
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1.2
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Participant
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2.12
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Participation Agreement
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3.3
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Persons Acting as a Group
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2.13
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Plan Year
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2.14
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Restated Effective Date
Retirement
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1.2
2.15
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Separation From Service
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2.16
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Specified Employee
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2.17
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Spouse
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2.18
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Surviving Spouse
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2.19
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Termination of Participation
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3.2
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Trust
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5.3
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Unforeseeable Emergency
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2.20
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Year of Service
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2.21
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|
TCF FINANCIAL CORPORATION
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||
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||
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By
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/s/ Joseph T. Green
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Its
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Executive Vice President
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II.
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Definitions.
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(a)
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Affiliate; Affiliated Group. “Affiliate” means any entity which is required to be aggregated with TCF Financial as a member of a controlled group of corporations in accordance with IRC § 414(b), or as a trade or business under common control in accordance with IRC § 414(c). [The requirements of IRC §§ 414(b) and 414(c) shall be applied using the 80% standard specified therein for all purposes of the Plan, including, without limitation, for the purpose of determining whether a Participant has had a Separation from Service.] The term “Affiliated Group” means the Company and its Affiliates.
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(b)
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Annual Bonus. “Annual Bonus” is the annual cash bonus, if any, payable to an Eligible Employee under any annual bonus program of the Company that meets the requirements for performance-based compensation under IRC § 409A and the regulations thereunder.
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(c)
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Change in Control. “Change in Control” with respect to an Employer shall mean a change in ownership with respect to the Employer or TCF Financial Corporation (as defined in Treasury Regulation § 1.409A-3(i)(5)(v)), a change in effective control of TCF Financial Corporation (as defined in Treasury Regulation § 1.409A-3(i)(5)(vi)) provided, however, that the ownership percentage shall be 50%, or a change in the ownership of a substantial portion of the assets of the Employer or TCF Financial Corporation (as defined in Treasury Regulation § 1.409A-3(i)(5)(vii)).
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(d)
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Commissions. “Commissions” shall mean amounts payable to Eligible Employees and credited to them as “commissions” by their Employer in connection with products or services they have sold. Commissions include any draw paid as an advance against Commissions.
|
(e)
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Committee. The Compensation Committee of the Board of Directors of TCF Financial Corporation (“TCF Financial”), or a special sub-committee thereof, which shall consist only of individuals who qualify as independent directors under Rule 303A of the listing standards of the NYSE as applicable to compensation committee members,
|
(f)
|
Covered Compensation. “Covered Compensation” is any “Basic Compensation” as defined in the 401K Plan including such Compensation in excess of the limit on Basic Compensation under IRC § 401(a)(17) earned by a Participant in any Plan Year, and also including any amounts which would have been Basic Compensation (disregarding any limit on Basic Compensation under IRC § 401(a)(17) in such Plan Year) except that such Participant authorized the Employer before the beginning of the Plan Year in which such Compensation was earned (or in the case of an Annual Bonus, six months prior to the end of the performance period) to defer such amounts which would otherwise be deferred under the 401K Plan to this Plan.
|
(g)
|
Eligible Employee. An “Eligible Employee” is an employee of an Employer who is designated as eligible to participate in this Plan in accordance with the provisions of Article III(a). Unless otherwise determined by action of the Committee, there shall be no Eligible Employees for Plan Year 2020 or any subsequent Plan Year; provided that elections made by Eligible Employees for Plan Year 2019 with respect to any Annual Bonus payable in 2020 prior to March 15, 2020 shall not be affected by this change.
|
(h)
|
Employer. “Employer” means TCF Financial and each of its subsidiaries that constitutes an Affiliate.
|
(i)
|
401K Plan. The “401K Plan” is the TCF Employees’ Stock Purchase Plan as amended from time to time.
|
(j)
|
IRC. The “IRC” is the Internal Revenue Code of 1986, as amended.
|
(k)
|
Participant. A “Participant” is an Eligible Employee who has elected to participate in this Plan in accordance with the provisions of Article IV(a).
|
(l)
|
Plan Administrator. The “Plan Administrator” of this Plan is the Committee.
|
(m)
|
Plan Year. The “Plan Year” is the calendar year.
|
(n)
|
Salary. “Salary” is the Eligible Employee’s Covered Compensation, excluding Annual Bonus.
|
(o)
|
SERP Employee Contributions. “SERP Employee Contributions” is any portion of a Participant’s Covered Compensation which such employee has elected to have treated as SERP Employee Contributions under Article IV of this Plan.
|
(p)
|
TCF Financial. “TCF Financial” or “Company” is TCF Financial Corporation, a Delaware Corporation.
|
(q)
|
TCF Financial Stock. “TCF Financial Stock” is common stock of TCF Financial, par value $.01 per share.
|
(a)
|
General Eligibility. Employees of an Employer are eligible to participate in this Plan as determined by the Committee, in its discretion subject to the following:
|
(i)
|
No employee shall be eligible to participate in this Plan unless the Committee determines that such employee will be for that Plan Year a member of “a select group of management or highly compensated employees” within the meaning of §§ 201(2), 301(a)(3) and 401(a)(1) of ERISA.
|
(ii)
|
The Committee shall select such employees for eligibility in this Plan on a Plan Year by Plan Year basis by promulgating a written statement describing or listing such Eligible Employees. Selection for one Plan Year does not entitle the employee to be selected the next Plan Year. An employee who has been selected by the Committee shall, however, be presumed to be selected for the subsequent Plan Year unless and until the Committee evidences a contrary intention.
|
(b)
|
Specific Exclusions. Notwithstanding anything apparently to the contrary in the Plan document or in any written communication, summary, resolution or document or oral communication, no individual shall be an Eligible Employee in this Plan, develop benefits under this Plan or be entitled to receive benefits under this Plan (either for himself or herself or his or her survivors) unless such individual is a member of “a select group of management or highly compensated employees” within the meaning of §§ 201(2), 301(a)(3) and 401(a)(1) of ERISA. If a court of competent jurisdiction, any representative of the U.S. Department of Labor or any other governmental, regulatory or similar body makes any direct or indirect, formal or informal, determination that an individual is not in “a select
|
(a)
|
SERP Employee Contributions. An Eligible Employee may elect to decline to participate in the Plan for a Plan Year; such election, which shall remain irrevocable for the Plan Year, must be made no later than the date an election to defer compensation under this Plan is required, as set forth in this Section IV(a). An Eligible Employee who elects to participate in this Plan for the Plan Year will defer compensation under this Plan in an amount that equals the amount that exceeds limitations on such Employee’s contributions to the 401K Plan imposed by the 401K Plan to effectuate the requirements of IRC §§ 401(a)(17), 401(k)(3), 401(m)(2), 402(g) and 415 (the “IRC Limitations”) provided that:
|
(b)
|
Employer Matching Contributions. At the same time as an amount of SERP Employee Contributions is deferred under paragraph (a), the Employer shall also credit to the Participant’s account under this Plan the amount of Employer Matching Contribution that would be due under the 401K Plan with respect to (i) such SERP Employee Contributions if they had been contributed as pre-tax elective deferrals under the 401K Plan, and (ii) such pre-tax elective deferrals under the 401K Plan with respect to which no Employer Matching Contributions were made under the 401K Plan due to the application of IRC Limitations. No Participant in the Plan shall be credited with Employer Matching Contributions with respect to pre-tax deferrals (to this Plan and the 401K Plan, combined) that exceed 5% of the Participant’s Covered Compensation for each payroll period.
|
(c)
|
Establishing Accounts; Investment of Accounts; Valuation of Accounts. On the date that a Contribution under paragraph (a) or (b) would be paid to the 401K Plan if it were a contribution to that Plan (the “contribution date”), the amount of such Contribution shall be credited to an account on the books of the Employer and shall be deemed as of such date to be invested as directed by the Participant. SERP Employee contributions shall be deemed to be invested in such investment fund options available under the 401K Plan or in TCF Financial Stock, as elected by the Participant. Employer Matching Contributions will be deemed invested in TCF Financial Stock. Actual or notional earnings from such deemed investments shall be credited to the Participant’s account at least annually.
|
(i)
|
The TCF Stock Account shall be deemed to be invested solely in shares of TCF Financial Stock (and in cash or cash equivalent money market funds for fractional shares or for funds held temporarily prior to investment). The Diversified Account shall not at any time be deemed to be invested in any shares of TCF Stock. No transfer of assets will be permitted from the TCF Stock Account to the Diversified Account or from the Diversified Account to the TCF Stock Account.
|
(ii)
|
A Participant’s TCF Stock Account will be deemed to be invested in all shares of TCF Financial Stock allocated to it on or after the Effective Date and such shares shall not be subject to any deemed sale, transfer, assignment, pledge or other hypothecation in any manner. Any distributions from the Plan to the participant with respect to the TCF Stock Account will be made in the form of an in-kind distribution of the number of shares of TCF Financial Stock deemed to be held for such Participant’s TCF Stock Account pursuant to the terms of the Plan.
|
(iii)
|
The Diversified Account shall not at any time be deemed to purchase or invest in any shares of TCF Financial Stock, but shall be deemed to invest in such investment funds as may be approved by the Committee and as the participant directs.
|
(iv)
|
The portion of the Participant’s account that is deemed to be invested in TCF Financial Stock shall be increased to reflect the number of shares of TCF Financial Stock deemed to be purchased as of each future contribution date (including any fractional shares), and shall be further adjusted to reflect any stock splits or other similar events involving a change in the number or form of outstanding shares of TCF Financial Stock. Adjustments shall be determined in each case by the Committee and the Committee’s determination shall be final. The balance of shares of TCF Financial Stock shall in no event be decreased.
|
(v)
|
If any dividends are paid with respect to TCF Financial Stock, then in lieu of any adjustments to the Participants’ accounts under the Plan, an amount shall be paid in cash (or in stock, if the dividend is in stock, provided that stock splits in the nature of a stock dividend shall not be distributed) directly to the Participant whose account would otherwise be deemed to be due the deemed dividend and the Participant’s account shall not be credited with the deemed dividend. Such dividends shall be paid by a date not later than the 15th day of the third month following the calendar year for which the credited to the Participant’s account. The time and form of payment of such dividends is treated separately from the time and form of payment of the underlying deferred compensation.
|
(vi)
|
In the event of a Change in Control and the Company is not the surviving corporation, a Participant will be given the opportunity to elect out of TCF Stock and into one or more investment fund options then provided under the 401K Plan.
|
(i)
|
General Distribution Rules for Pre-2017 Account. Except as provided in (iii), below, a Participant shall receive payment of his or her entire vested TCF Stock Account and Diversified Account consisting of SERP Employee Contributions and Employer Matching Contributions for Plan Years beginning prior to January 1, 2017, and deemed earnings on such Contributions (“Pre-2017 Account”) in a single lump sum distribution (less applicable withholding) on the first to occur of the following in accordance with Appendix B:
|
(A)
|
Separation from Service. Payment shall be made during the 90 day period commencing six months after the Participant’s Separation from Service with the Affiliated Group as defined in Treasury Regulation § 1.409A-1(h). If Separation from Service occurs as a result of death, payment shall be made within 90 days following the Participant’s death.
|
(B)
|
Disability (Disabled). In the event of Disability, payment shall be made 30 days after such Disability occurs. For purposes of this section, a Participant is considered Disabled if he or she is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under the long-term disability plan of the Participant’s Employer.
|
(C)
|
Date Certain. To the extent permitted through administrative procedures adopted by the Plan Administrator, in its sole discretion, payment shall be made on a date specified by the Participant on or before the date 30 days after the Employee first becomes eligible for this Plan (and any other plan maintained by a member of the Affiliated Group that is required to be aggregated with this Plan under Treasury Regulation § 1.409A-1(c)). This provision shall not apply to any amounts attributable to SERP Employee Contributions or Employer Matching Contribution credited after the specified date.
|
(D)
|
Change in Control. To the extent permitted through administrative procedures adopted by the Plan Administrator, in its sole discretion, if designated by a one-time irrevocable election by the Participant made on or before the date 30 days after the Employee first becomes eligible for this Plan (and any other any other plan maintained by a member of the Affiliated Group that is required to be aggregated with this Plan under Treasury Regulation § 1.409A-1(c)), in the event of a Change in Control, the lump sum payment shall occur on or about 30 days after the date one year after the Change in Control.
|
(E)
|
Unforeseeable Emergency. In the event of an unforeseeable emergency, as defined in IRC § 409A and the regulations thereunder, payment shall be made within 90 days following the Committee’s determination that an unforeseeable emergency has occurred. Payment shall be limited to the amount reasonably necessary to satisfy the emergency. However, the amount of the payment may include any amounts necessary to pay any federal, state or local income taxes or penalties reasonably expected to result from the payment.
|
(ii)
|
General Distribution Rules for Post-2016 Account. A Participant shall commence receiving payment of his or her vested TCF Stock Account and Diversified Account consisting of SERP Employee Contributions and Employer Matching Contributions for Plan Years beginning on or after January 1, 2017, and deemed earnings on such Contributions (“Post-2016 Account”) on the first to occur of the events or dates described in (i)(A), (B), (C), (D), or (E) above, and shall receive his or her entire Post-2016 Account in a lump sum payment in accordance with Appendix B; provided, however, that a Participant may elect that SERP Employee Contributions and Employer Matching Contributions for any Plan Year beginning on or after January 1, 2017 (and deemed earnings on such Contributions) that are made on account of Separation from Service pursuant to (i)(A), above, be made in installments over a period of five or ten years (“Post-2017 Installment Payments”), with the first installment payment made on the on the earlier of the first February 15th or August 15th that follows the date that is six months after the Participant’s Separation from Service. Such election must be made in accordance with administrative procedures established by the Plan Administrator, and must be made no later than, and shall become irrevocable
|
(iii)
|
Special Election Window for Pre-2017 Account. A Participant shall be paid his or her Pre-2017 Account in accordance with subsection (i), above, provided however, that an eligible Participant may elect no later than December 31, 2016, on which date such election shall become irrevocable, to have all or a portion of his or her Pre-2017 Account paid in five annual installments (“Pre-2017 Installments”) commencing on the earlier of the first February 15th or August 15th that follows the five-year anniversary of the date that is six months after the Participant’s Separation from Service. The Plan Administrator may, in its discretion, determine which Participant or Participants are eligible to make an election under this Article IV(d)(iii).
|
(iv)
|
Acceleration of Small Benefits. Notwithstanding anything in this Article IV(d) or Appendix B to the contrary, if the value of a Participant’s Accounts under the Plan and his or her benefit under any other plan, to the extent such benefit or plan is required to be aggregated with the Plan under Treasury Regulation § 1.409A-1(c)(2), is no more than the limit then in effect under IRC § 402(g)(1)(B), the Plan Administrator, in its sole discretion, which shall be exercised in writing prior to any payment under this Article IV(d)(iv), may cause a lump sum payment of the Participant’s Accounts to the Participant at any time. The lump-sum payment will be made only if the payment would result in a distribution of the entire value of the Participant’s Accounts and the Participant is not entitled to any further benefit under this Plan or under any other plan, to the extent such benefit or plan is required to be aggregated with the Plan under Treasury Regulation § 1.409A-1(c)(2).
|
(v)
|
Lump Sum Payment of Benefits. Notwithstanding a Participant’s election under Article IV(d)(ii), if the value of the Participant’s Accounts that are to be paid in Post-2016 Installments, determined as of the date that is 30 days prior to date that a Post-2016 Installment payment is to be made for the year, is no more than $50,000, the entire value of the Participant’s Accounts to be paid in Post-2016 Installments instead shall be paid in a single lump sum on the scheduled Post-2016 Installment payment date for that year. Similarly, and notwithstanding a Participant’s election under Article IV(d)(iii), if the value of the Participant’s Accounts that are to be paid in Pre-2017 Installments, determined as of the date that is 30 days prior to date that a Pre-2017 Installment payment is to be made for the year, is no more than $50,000, the entire value of the Participant’s Accounts to be paid in Pre-2017 Installments instead shall be paid in a single lump sum on the scheduled Pre-2017 Installment payment date for that year.
|
(vi)
|
Withholding. All payments shall be made net of any applicable withholding of taxes, in accordance with Appendix B.
|
(e)
|
Cancellation of Deferrals Following an Unforeseeable Emergency or Hardship Distribution.
|
(a)
|
In General. The Committee may amend the Plan prospectively, retroactively or both, at any time and for any reason deemed sufficient by it without notice to any person affected by this Plan and may likewise terminate this Plan as provided in Article X with regard to persons expecting to receive benefits in the future. The benefit, if any, payable to or with respect to a Participant as of the effective date of such amendment or the effective date of such termination shall not be, without the knowing and voluntary written consent of the Participant (which consent shall only be effective to the extent it does not result in the imposition of an excise tax on the Participant under IRC § 409A), diminished or delayed by such amendment or termination.
|
(b)
|
After a Change-in-Control. Notwithstanding the provisions of Article IX(a), after the occurrence of a Change-in-Control, the Committee’s authority to amend the Plan or terminate the Plan as provided in section (a) shall be subject to the following limitations.
|
(i)
|
Existing Participants. During the two year period following the date a Change-in-Control with respect to TCF Financial occurs, the Committee may only amend the Plan or terminate this Plan as applied to Participants who are Participants immediately preceding the date of the Change-in-Control if:
|
(1)
|
all benefits payable to or with respect to persons who were Participants as of the Change-in-Control (including benefits earned before and benefits earned after the Change-in-Control) have been paid in full prior to the adoption of the amendment or termination, or
|
(2)
|
eighty (80) percent of all the Participants determined as of the date of the Change-in-Control give knowing and voluntary written consent to such amendment or termination (which consent shall only be effective to the extent it does not result in the imposition of an excise tax on any Participant under IRC § 409A).
|
(ii)
|
New Participants. After the occurrence of a Change-in-Control, as applied to Participants who are not Participants immediately preceding the date of the Change-in-Control, the Committee may amend or terminate the Plan prospectively, retroactively or both, at any time and for any reason deemed sufficiently by it without notice to any person affected by this Plan and may likewise terminate this Plan, subject to the same restrictions as IX(a).
|
(c)
|
Claims Procedures. If a Participant, or beneficiary or survivor thereof, wishes to make a claim for benefits or disagrees with a determination of the Committee, such person may file a claim and make such appeals in the same manner as permitted under the 401K Plan. The claims shall then be processed as provided for claims under the 401K Plan, except that all determinations which would be made by the “Company” under such Plans shall be made by the Committee instead.
|
(i)
|
The Plan may be terminated within 12 months of a corporate dissolution of TCF Financial taxed under IRC § 331, or with the approval of a bankruptcy court pursuant to 11 U.S.C. 503(b)(1)A), provided that the amounts deferred under the Plan are included in the Participant’s gross income in the latest of-
|
(1)
|
The calendar year in which the plan termination and liquidation occurs;
|
(2)
|
The first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or
|
(3)
|
The first calendar year in which the payment is administratively practicable.
|
(ii)
|
The Plan may be terminated pursuant to irrevocable action taken by the Employer within the 30 days preceding or the 12 months following a Change in Control event with respect to TCF Financial. However, any such termination within the 12 months after such a Change in Control shall require the consent of 80% of the participants as required in Article IX (which consent shall only be effective to the extent it does not result in the imposition of an excise tax on any Participant under IRC § 409A). For purposes of this paragraph this Plan will be treated as terminated only if all plans sponsored by the Affiliated Group immediately after the time of the Change in Control that are required to be aggregated with this Plan under Treasury Regulation § 1.409A-1(c)) are terminated, so that each Participant in the Plan and all participants under substantially similar arrangements who experienced the Change in Control event are required to receive all amounts of compensation deferred under the terminated arrangements within 12 months of the date the Employer irrevocably takes all necessary action to terminate and liquidate all of such plans. Solely for purposes of this paragraph (ii), the Employer with the discretion to terminate the Plan is the service recipient that is primarily liable immediately after the Change in Control event for the payment of the deferred compensation.
|
(iii)
|
The Plan may be terminated for any other reason, provided that:
|
(1)
|
the termination does not occur proximate to a downturn in the financial health of the Affiliated Group;
|
(2)
|
all plans sponsored by the Affiliated Group that would be required to be aggregated with this Plan under Treasury Regulation § 1.409A-1(c) if the same Employee had deferrals of compensation under all of the plans are terminated and liquidated with respect to all Participants;
|
(3)
|
no payments other than those otherwise payable under the terms of the Plan if the termination had not occurred are made within 12 months of the termination of the Plan,
|
(4)
|
all payments are made within 24 months of the termination of the Plan, and
|
(5)
|
no member of the Affiliated Group adopts a new plan that would be aggregated with any of the terminated plans under Treasury Regulation § 1.409A-1(c) at any time for a period of three years following the date of termination of the Plan.
|
(iv)
|
Such other events and conditions as the Commissioner may prescribe in generally applicable guidance published in the Internal Revenue Bulletin.
|
(a)
|
Notices under this Plan to the Employer, TCF Financial or the Committee shall be sent by Certified Mail, Return Receipt Requested to: Compensation Committee, TCF Financial Corporation, c/o General Counsel, TCF Financial Corporation, 200 Lake Street East, Wayzata, MN 55391. Notices under this Plan to Eligible Employees or their beneficiaries or survivors shall be sent by Certified Mail to the last known address for such person(s) on the books and records of the Employer, by Certified Mail.
|
(b)
|
Nothing in this Plan shall change a Participant’s status to anything other than an employee “at will” or otherwise enlarge or modify such Employee’s employment rights or benefits other than as provided herein.
|
(c)
|
Nothing in this Plan shall abridge a Participant’s rights, or such Employee’s beneficiary’s or survivor’s rights, of participation in the 401K Plan except to the extent the Eligible Employee agrees to such restrictions.
|
(d)
|
Expenses of administering the Plan shall be borne by the Employers in proportion to their share of Participants in this Plan, provided that an Employees’ Accounts may reflect deemed transaction costs of acquiring or selling TCF Financial Stock.
|
(e)
|
A Participant’s benefits under this Plan may not be assigned, transferred, pledged or otherwise hypothecated by said Employee or the beneficiary or survivor thereof.
|
•
|
Lump Sum - payable during the 90 day period commencing six months after the employee’s Separation from Service.
|
1.
|
Share Award. TCF Financial hereby awards to the Grantee’s account in the TCF Directors Deferred Compensation Trust Agreement (the “Trust”) [______] shares (the “Deferred Shares”) of Common Stock, pursuant to the Chemical Financial Corporation Stock Incentive Plan of 2019 (the “Stock Plan”) upon the terms and conditions therein and hereinafter set forth. The Deferred Shares shall be issued in the name of the trustee under the Trust (the “Trustee”) for the account of the Grantee, and shall be held by the Trustee pursuant to the terms of the Trust.
|
2.
|
Restrictions on Transfer and Restricted Periods.
|
3.
|
Termination of Service. Except as provided in Section 8 below or in the Stock Plan, if the Grantee ceases to be a member of all boards of directors of TCF Financial and its affiliated companies for any reason, all Deferred Shares which at the time of such termination of board service are subject to the Restrictions shall upon termination of such service be forfeited and returned to TCF Financial unless the Committee, pursuant to its discretion under Section 2(c), shall determine to remove any or all of the Restrictions on such Deferred Shares prior to such forfeiture; provided that in the event of Grantee’s retirement from service on any of the boards of directors of TCF Financial
|
4.
|
Certificates for Shares. TCF Financial shall issue one or more certificates in respect of the Deferred Shares to be held by the Trustee in the name of the Trustee for the account of the Grantee until the expiration of the Restricted Period with respect to the Deferred Shares represented thereby. Certificate(s) for Deferred Shares subject to a Restricted Period shall bear the following legend:
|
5.
|
Grantee’s Rights. Except as otherwise provided herein, the Trustee shall exercise the rights as stockholder including, but not limited to, the right to receive all dividends paid on Deferred Shares and the right to vote the Deferred Shares as directed by TCF Financial Corporation, provided that any dividends paid on Deferred Shares of a Grantee shall be credited to Trustee’s account for Grantee and shall be reinvested in Common Stock. Deferred Shares shall be subject in all respects to the terms of the Trust, including (but not limited to) the provisions which make such Deferred Shares subject to the claims of creditors in the event of insolvency of the company. Dividends payable on Deferred Shares that are subject to the Restrictions shall be paid to the Trustee at the same time as such dividends are paid to other shareholders; provided, that shares of Common Stock issued in payment of such dividends shall be subject to all of the Restrictions that apply to the Deferred Shares with respect to which such dividends are paid until all of the Restrictions applicable to such Deferred Shares have lapsed or otherwise have been removed.
|
6.
|
Expiration of Restricted Period. Upon the expiration of the Restricted Period with respect to any Deferred Shares, TCF Financial shall redeliver to the Trustee for the Grantee’s account the certificate(s) for Deferred Shares with respect to which Restricted Periods have expired without the restrictive legend provided for in Section 4 above. The Trustee shall hold such Deferred Shares for the account of the Grantee until such time as they become distributable pursuant to the provisions of the TCF Directors Deferred Compensation Plan, as amended and restated effective as of October 23, 2019 (the “Deferred Compensation Plan”). The Trustee shall accomplish such distribution by sending the certificates for the Deferred Shares to TCF Financial’s transfer agent, with instructions to reissue them in the name of Grantee. Subject to the provisions of Section 3
|
7.
|
Adjustments for Changes in Capitalization of TCF Financial. In the event of any change in the outstanding Common Stock of TCF Financial by reason of any reorganization, recapitalization, stock split, combination or exchange of shares, merger, consolidation or any change in the corporate structure of TCF Financial or in the shares of Common Stock, or in the event of any issuance of preferred stock or other change in the capital structure of TCF Financial which the Committee deems significant for purposes of this Agreement, the number and class of Deferred Shares covered by this Agreement shall be appropriately adjusted by the Committee, whose determination of the appropriate adjustment, or whose determination that there shall be no adjustment, shall be conclusive. Any Deferred Shares of Common Stock or other securities received, as a result of the foregoing, by the Grantee or the Trustee will be subject to the Restrictions and the certificate or other instruments representing or evidencing such Deferred Shares shall be legended and deposited with TCF Financial or the Trustee in the manner provided in Section 4 above.
|
8.
|
Effect of Change in Control. Subject to the six-month holding requirement, if any, of the Rule 16b-3 under the Securities Exchange Act of 1934, as amended, but notwithstanding any other provision in this Program (including, but not limited to, Sections 2(b) and 3 of this Agreement) in the event of a Change in Control, as defined in the Program, all terms and conditions of this Restricted Stock Award shall be deemed satisfied, and all the Deferred Shares shall vest as of the date of the Change in Control. Such vested Deferred Shares shall be distributed as provided in the Deferred Compensation Plan, in accordance with the procedures described in Section 6 of this Agreement.
|
9.
|
Delivery and Registration of Shares of Common Stock. TCF Financial’s obligation to deliver Deferred Shares of Common Stock hereunder shall, if the Committee so requests, be conditioned upon the receipt of a representation as to the investment intention of the Grantee or any other person to whom such Deferred Shares are to be delivered, in such form as the Committee shall determine to be necessary or advisable to comply with the provisions of the Securities Act of 1933, as amended, or any other federal, state, or local securities law or regulation. It may be provided that any representation requirement shall become inoperative upon a registration of such Deferred Shares or other action eliminating the necessity of such representation under the Securities Act or other securities law or regulation. TCF Financial shall not be required to deliver any Deferred Shares under the Program prior to the completion of such registration or other qualification of such Deferred Shares under state or federal law, rule, or regulation, as the Committee shall determine to be necessary or advisable.
|
10.
|
Program and Committee Interpretations as Controlling. The Deferred Shares hereby awarded and the terms and conditions herein set forth are subject in all respects to the terms and conditions of the Program, which are controlling. All determinations and interpretations of the Committee shall be binding and conclusive upon the Grantee or his or her legal representatives with regard to any question arising hereunder or under the Program.
|
11.
|
Grantee Service. Nothing in this Agreement shall limit the right of the Board, Board committees, or shareholders of TCF Financial to remove the Grantee from service as a Director, to refuse to renominate or reelect the Grantee as a Director or to enforce the duly adopted retirement policies of the Board of TCF Financial.
|
12.
|
Grantee and Trustee Acceptance. The Grantee shall signify acceptance of the terms and conditions of this Agreement by signing in the space provided below and returning a signed copy hereof to TCF Financial. The Trustee (if applicable) shall signify its acceptance of the terms and conditions of this Agreement by signing in the space provided below and returning a signed copy hereof to TCF Financial.
|
13.
|
Section 409A of the Internal Revenue Code. Insofar as the arrangements described in this Agreement are subject to Section 409A of the Internal Revenue Code of 1986, as amended, the terms of this Agreement shall be interpreted as necessary to comply with the requirements of Section 409A, as interpreted by guidance issued by the Internal Revenue Service.
|
|
|
Page
|
1.
|
Deferral of Stock or Fees
|
2
|
2.
|
Administrative Committee
|
3
|
3.
|
Deferred Compensation Accounts
|
3
|
4.
|
Trust
|
4
|
5.
|
Payment of Deferred Amounts
|
4
|
6.
|
Emergency Payments
|
6
|
7.
|
Method of Payments
|
6
|
8.
|
Claims Procedures
|
7
|
9.
|
Miscellaneous
|
8
|
10.
|
Rule 16b-3
|
9
|
11.
|
Registration
|
10
|
12.
|
Termination or Amendment
|
10
|
a.
|
A Director’s election as to the timing of their distributions shall apply only to the deferrals elected in that annual election form and shall not apply to new deferrals for any subsequent year. The Company may provide for a Director to select how their accounts shall be distributed from any or all of the options set forth below:
|
(A)
|
Immediately Upon Separation from Service. For a Director who has elected to have his or her contributions distributed immediately upon separation from service, on or about the 30th day following a Director’s termination of service on the board, the balance credited to the Director’s Account shall be paid in one single distribution;
|
(B)
|
In a lump sum one year following the Separation from Service; or
|
(C)
|
Installment Payments. A Director may elect to receive distributions of his or her Account over a period of five or ten years, with the first installment payment made 30 days following separation from service. Such election must be made in accordance with administrative procedures established by the Administrative Committee. For Directors who participated in the Plan and had Deferred Amounts prior to January 1, 2020, distributions of such Deferred Amounts shall be made pursuant to Section 5(a)(A) unless the director makes a subsequent separate election as to only those specific Deferred Amounts on a form prescribed by the Company, (i) the Director does not terminate service within one year of such election, and (ii) each payment affected must be delayed by at least sixty (60) months from the date that such payment would have been due.
|
i.
|
directly to such incompetent person,
|
ii.
|
to the legal representative of such incompetent person, or
|
iii.
|
to some near relative of the incompetent person to be used for the latter’s benefit.
|
Sec. 1.1
|
Name and History of Plan....................................................................................1
|
Sec. 1.2
|
Purpose................................................................................................................ 1
|
Sec. 1.3
|
Effective Date.......................................................................................................1
|
Sec. 1.4
|
Construction and Applicable Law.........................................................................2
|
Sec. 1.5
|
Benefits Determined Under Provisions in Effect at Termination of Employment.........................................................................................................2
|
Sec. 2.1
|
Account................................................................................................................2
|
Sec. 2.2
|
Active Participant.................................................................................................2
|
Sec. 2.3
|
Affiliate................................................................................................................2
|
Sec. 2.4
|
After-tax Contributions........................................................................................3
|
Sec. 2.5
|
Basic Compensation.............................................................................................3
|
Sec. 2.6
|
Beneficiary...........................................................................................................5
|
Sec. 2.7
|
Board................................................................................................................... 5
|
Sec. 2.8
|
Code.....................................................................................................................5
|
Sec. 2.9
|
Common Control..................................................................................................5
|
Sec. 2.10
|
Company..............................................................................................................5
|
Sec. 2.11
|
ERISA..................................................................................................................5
|
Sec. 2.12
|
Exempt Loan........................................................................................................5
|
Sec. 2.13
|
Forfeitures............................................................................................................7
|
Sec. 2.14
|
Fund.....................................................................................................................7
|
Sec. 2.15
|
Funding Agency...................................................................................................8
|
Sec. 2.16
|
Great Lakes Bancorp ESOP; Great Lakes Bancorp; Old GLBC ..............................8
|
Sec. 2.17
|
Highly Compensated Employee...........................................................................8
|
Sec. 2.18
|
Matching Contributions.......................................................................................8
|
Sec. 2.19
|
Named Fiduciary..................................................................................................8
|
Sec. 2.20
|
Non-Highly Compensated Employee...................................................................9
|
Sec. 2.21
|
Normal Retirement Age........................................................................................9
|
Sec. 2.22
|
Participant............................................................................................................9
|
Sec. 2.23
|
Participating Employer.........................................................................................9
|
Sec. 2.24
|
Plan Administrator............................................................................................. 10
|
Sec. 2.25
|
Plan Year............................................................................................................ 10
|
Sec. 2.26
|
Predecessor Employer........................................................................................10
|
Sec. 2.27
|
Qualified Employee........................................................................................... 11
|
Sec. 2.28
|
Republic ESOP; Republic..................................................................................11
|
Sec. 2.29
|
Successor Employer...........................................................................................11
|
Sec. 2.30
|
TCF Financial Corporation or TCF Financial.....................................................11
|
Sec. 2.31
|
TCF Financial Stock...........................................................................................12
|
Sec. 2.32
|
Top-Heavy Plan..................................................................................................12
|
Sec. 2.33
|
Unallocated Reserve.......................................................................................... 12
|
Sec. 2.34
|
Valuation Date....................................................................................................12
|
Sec. 2.35
|
401(k) Contributions..........................................................................................12
|
Sec. 3.1
|
Employment Commencement Date....................................................................13
|
Sec. 3.2
|
Termination of Employment...............................................................................13
|
Sec. 3.3
|
Recognized Break in Service..............................................................................13
|
Sec. 3.4
|
Elapsed Time......................................................................................................14
|
Sec. 3.5
|
Years of Vesting Service.....................................................................................15
|
Sec. 3.6
|
Qualified Military Service..................................................................................16
|
Sec. 4.1
|
Entry Date..........................................................................................................16
|
Sec. 4.2
|
Eligibility for Participation................................................................................16
|
Sec. 4.3
|
Enrollment.........................................................................................................17
|
Sec. 4.4
|
Duration of Participation...................................................................................17
|
Sec. 4.5
|
No Guarantee of Employment...........................................................................17
|
Sec. 5.1
|
Contributions Permitted.....................................................................................17
|
Sec. 5.2
|
Employee Contribution Elections......................................................................19
|
Sec. 5.3
|
Payment to Funding Agency..............................................................................19
|
Sec. 5.4
|
Allocation of 401(k) Contributions and After‑tax Contributions......................19
|
Sec. 5.5
|
Satisfaction of Code Section 401(k)..................................................................20
|
Sec. 5.6
|
Adjustment of Contributions Required by Code Section 401(m).....................24
|
Sec. 5.7
|
Return of Excess 401(k) Contributions.............................................................24
|
Sec. 6.1
|
Source................................................................................................................24
|
Sec. 6.2
|
Matching Contributions.....................................................................................24
|
Sec. 6.3
|
Allocation of Matching Contributions...............................................................25
|
Sec. 6.4
|
Application of Forfeitures to Reduce Future Employer Matching
|
Sec. 6.5
|
Limitation on Employer Contributions..............................................................25
|
Sec. 6.6
|
Limitation on Allocations..................................................................................26
|
Sec. 6.7
|
Timing of Allocations........................................................................................31
|
Sec. 6.8
|
No Return of Excess Matching Contributions...................................................31
|
Sec. 7.1
|
Accounts for Participants....................................................................................32
|
Sec. 7.2
|
Valuation of Accounts.........................................................................................33
|
Sec. 7.3
|
Adjustment of Unallocated Reserve...................................................................34
|
Sec. 7.4
|
Accounts of Terminated Participants..................................................................34
|
Sec. 7.5
|
Participant Statements or Certificates................................................................35
|
Sec. 7.6
|
Rollover Accounts..............................................................................................35
|
Sec. 7.7
|
Voting Rights Regarding TCF Financial Stock...................................................35
|
Sec. 7.8
|
“Pass Through” Treatment of Tender Offers......................................................36
|
Sec. 7.9
|
Transfers from TCF Employees Savings‑Investment Plan..................................37
|
Sec. 7.10
|
Rollover Contributions.......................................................................................37
|
Sec. 8.1
|
Persons Eligible to Designate.............................................................................39
|
Sec. 8.2
|
Special Requirements for Married Participants..................................................39
|
Sec. 8.3
|
Form and Method of Designation........................................................................39
|
Sec. 8.4
|
No Effective Designation...................................................................................39
|
Sec. 8.5
|
Beneficiary May Not Designate..........................................................................40
|
Sec. 9.1
|
Benefit upon Retirement or Disability.................................................................40
|
Sec. 9.2
|
Other Termination of Employment.....................................................................40
|
Sec. 9.3
|
Death..................................................................................................................44
|
Sec. 9.4
|
Missing Participant or Beneficiary......................................................................45
|
Sec. 10.1
|
Time and Method of Payment.............................................................................45
|
Sec. 10.2
|
Distribution in Cash, TCF Financial Stock, or Marketable Securities................46
|
Sec. 10.3
|
Reemployment...................................................................................................47
|
Sec. 10.4
|
Withdrawals From After‑tax Accounts While Employed....................................47
|
Sec. 10.5
|
Withdrawals From Pre-Tax Accounts And Roth Accounts During
|
Sec. 10.6
|
Withdrawals From Matching, 100% Vested Company Money, and
|
Sec. 10.7
|
Miscellaneous Military Service Provisions.........................................................51
|
Sec. 10.8
|
Distributions at Age 70½....................................................................................52
|
Sec. 10.9
|
Source of Benefits..............................................................................................52
|
Sec. 10.10
|
Incompetent Payee.............................................................................................52
|
Sec. 10.11
|
Benefits May Not Be Assigned or Alienated.......................................................52
|
Sec. 10.12
|
Payment of Taxes................................................................................................53
|
Sec. 10.13
|
Conditions Precedent.........................................................................................53
|
Sec. 10.14
|
Company Directions to Funding Agency............................................................53
|
Sec. 10.15
|
Effect on Unemployment Compensation............................................................53
|
Sec. 10.16
|
Accounting Following Partial Termination or Termination of the Plan..............53
|
Sec. 10.17
|
Put Option..........................................................................................................54
|
Sec. 10.18
|
No Other Restrictions on Qualifying Employer Securities.................................55
|
Sec. 10.19
|
Direct Rollover Distributions.............................................................................55
|
Sec. 10.20
|
Minimum Distribution Requirements.................................................................57
|
Sec. 11.1
|
Composition...................................................................................................... 61
|
Sec. 11.2
|
Funding Agency................................................................................................. 61
|
Sec. 11.3
|
Compensation and Expenses of Funding Agency................................................62
|
Sec. 11.4
|
Funding Policy................................................................................................... 62
|
Sec. 11.5
|
No Diversion......................................................................................................62
|
Sec. 11.6
|
Description of TCF Financial Stock Fund...........................................................63
|
Sec. 11.7
|
Reinvestment; Pass‑through of Dividends..........................................................64
|
Sec. 11.8
|
Uninvested Cash................................................................................................64
|
Sec. 11.9
|
Crediting of Contributions to TCF Financial Stock Fund...................................65
|
Sec. 11.10
|
Leveraging of Plan..............................................................................................65
|
Sec. 11.11
|
Diversification of Investments............................................................................66
|
Sec. 12.1
|
Administration by Company...............................................................................68
|
Sec. 12.2
|
Certain Fiduciary Provisions..............................................................................68
|
Sec. 12.3
|
Discrimination Prohibited..................................................................................69
|
Sec. 12.4
|
Evidence............................................................................................................ 69
|
Sec. 12.5
|
Correction of Errors............................................................................................69
|
Sec. 12.6
|
Records.............................................................................................................. 69
|
Sec. 12.7
|
General Fiduciary Standard................................................................................70
|
Sec. 12.8
|
Claims Procedure...............................................................................................70
|
Sec. 12.9
|
Bonding............................................................................................................. 70
|
Sec. 12.10
|
Waiver of Notice.................................................................................................70
|
Sec. 12.11
|
Agent for Legal Process......................................................................................70
|
Sec. 12.12
|
Effect of Criminal Conviction.............................................................................70
|
Sec. 12.13
|
Indemnification..................................................................................................70
|
Sec. 13.1
|
Amendment....................................................................................................... 71
|
Sec. 13.2
|
Discontinuance of Joint Participation in Plan By a Participating
|
Sec. 13.3
|
Reorganization of Participating Employers........................................................72
|
Sec. 13.4
|
Permanent Discontinuance of Contributions......................................................72
|
Sec. 13.5
|
Termination........................................................................................................72
|
Sec. 13.6
|
Partial Termination.............................................................................................73
|
Sec. 13.7
|
Merger, Consolidation, or Transfer of Plan Assets..............................................73
|
Sec. 13.8
|
Deferral of Distributions.....................................................................................73
|
Sec. 14.1
|
Key Employee Defined......................................................................................74
|
Sec. 14.2
|
Determination of Top-Heavy Status....................................................................74
|
Sec. 14.3
|
Minimum Contribution Requirement.................................................................76
|
Sec. 14.4
|
Vesting Schedule................................................................................................77
|
Sec. 14.5
|
Definition of Employer.......................................................................................78
|
Sec. 14.6
|
Exemption For Collective Bargaining Unit.........................................................78
|
Sec. 15.1
|
Insurance Company Not Responsible for Validity of Plan..................................78
|
Sec. 15.2
|
Headings............................................................................................................ 79
|
Sec. 15.3
|
Capitalized Definitions......................................................................................79
|
Sec. 15.4
|
Gender................................................................................................................79
|
Sec. 15.5
|
Use of Compounds of Word “Here”....................................................................79
|
Sec. 15.6
|
Construed as a Whole.........................................................................................79
|
(a)
|
Republic Capital Group, Inc. Employee Stock Ownership Plan, effective October 1, 1993.
|
(b)
|
Great Lakes Bancorp Employee Stock Ownership Plan, effective December 31, 1995.
|
(c)
|
Gateway One Lending & Finance 401(k) Plan, effective December 31, 2011.
|
(d)
|
Equipment Financing & Leasing 401k Profit Sharing Plan and Trust, effective March 1, 2018.
|
(e)
|
Chemical Financial Corporation 401(k) Savings Plan, effective December 31, 2019.
|
(a)
|
“Basic Compensation” from a Participating Employer means a Participant’s earned income, wages, salaries, fees for professional services and other amounts received for personal services actually rendered in the course of employment with his or her Participating Employer or an Affiliate, while a Qualified Employee and a Participant (including, but not limited to, commissions paid to sales persons, compensation for services on the basis of a percentage of profits, commissions on insurance premiums, tips, and bonuses, but not including payments for referrals), plus any pre-tax contributions on behalf of the Participant to the Company’s 401(k) plan, cafeteria (Code section 125) plan, or transportation fringe benefit (Code section 132(f)) plan, and excluding the following:
|
(1)
|
Employer contributions to a plan of deferred compensation which are not includible in the Participant’s gross income for the taxable year in which contributed, employer contributions under a simplified employee pension plan to the extent such contributions are deductible by the Participant, and any distributions from a plan of deferred compensation.
|
(2)
|
Amounts realized from the exercise of a non-qualified stock option, or when restricted stock (or property) held by the Participant either becomes freely transferable or is no longer subject to a substantial risk of forfeiture.
|
(3)
|
Amounts realized from the sale, exchange, or other disposition of stock acquired under a qualified stock option.
|
(4)
|
Other amounts (including, but not limited to, the first $50,000 of life insurance provided under a group term life insurance program) which received special tax benefits.
|
(5)
|
Earnings from a Participating Employer prior to the date as of which the Participating Employer was named as such in this Plan and severance pay (except as provided in subsection (b), payments for periods of time after the employee is no longer employed by a Participating Employer).
|
(6)
|
Reimbursements or other expenses allowances, fringe benefits (cash and noncash), moving expenses, deferred compensation, and welfare benefits.
|
(7)
|
Irregular compensation, as determined by the Company under uniform and nondiscriminatory policies and practices which are consistent with Code section 414(s), including but not limited to the amount of any FICA, Medicare, federal, state, local or foreign income or excise tax “gross up” payment on any fringe benefits, expenses, reimbursements or compensation.
|
(b)
|
Payments that are made during a period commencing upon severance from employment (within the meaning of Code section 401(k)(2)(B)(i)(I)), and ending on the later of the date that is 2½ months after the severance from employment or the last day of the Plan Year during which the severance from employment occurred, shall be included in Compensation if they are:
|
(1)
|
payments that, absent a severance from employment, would have been paid to the Participant while the Participant continued in employment with the Employer, and are regular compensation for services during the Participant’s regular working hours, compensation for services outside the Participant’s regular working hours (such as overtime or shift differential), commissions, bonuses, or other similar payments;
|
(2)
|
payments for accrued bona fide sick, vacation or other leave, but only if the Participant would have been able to use the leave if employment had continued; and
|
(3)
|
payments to an individual who does not currently perform services for the Participating Employer by reason of qualified military service (as that term is used in Code section 414(u)(1)), to the extent those payments do not exceed the amounts the individual would have received if the individual had continued to perform services for the Participating Employer rather than entering qualified military service.
|
(c)
|
Solely for purposes of Sec. 5.5 and Sec. 5.6, Basic Compensation shall also include all bonuses, commissions, pay for overtime hours, and each and every other kind of additional compensation which is reportable by a Participating Employer or an Affiliate as income on form W‑2 for the Participant for the Plan Year, but Basic Compensation shall not include compensation paid to an employee during any portion of the Plan Year during which the employee was not an Active Participant or a Participant, or prior to the date the employee’s employer was named as a Participating Employer.
|
(d)
|
For Plan Years commencing on and after January 1, 2019, the annual Basic Compensation of each Participant taken into account in determining allocations for any Plan Year shall not exceed $280,000, as adjusted for cost-of-living increases in accordance with Code section 401(a)(17)(B). Annual Basic Compensation means Basic Compensation during the Plan Year or such other consecutive 12-month period over which Basic Compensation is otherwise determined under the Plan (the determination period). The cost-of-living adjustment in effect for a calendar year applies to annual Basic Compensation for the determination period that begins with or within such calendar year.
|
(a)
|
The proceeds of the Exempt Loan must be used solely, and within a reasonable time after their receipt, to acquire TCF Financial Stock for the Unallocated Reserve, or to repay such Exempt Loan, or to repay a prior Exempt Loan, or for any combination of the foregoing purposes.
|
(b)
|
The Exempt Loan must be without recourse against the Fund except that:
|
(1)
|
The TCF Financial Stock acquired with the proceeds of the Exempt Loan may be pledged or otherwise used to secure repayment of the Exempt Loan (but for no other purpose), and
|
(2)
|
Any TCF Financial Stock which was acquired with the proceeds of a prior Exempt Loan which was repaid with the proceeds of the Exempt Loan may be pledged or otherwise used to secure repayment of the Exempt Loan, and
|
(3)
|
Any employer contributions made to the Plan in cash that are made for the purpose of satisfying the Plan’s obligations under the Exempt Loan may be pledged or otherwise used to secure repayment of the Exempt Loan, and
|
(4)
|
The earnings of the TCF Financial Stock acquired with the proceeds of an Exempt Loan and which continue to be pledged or otherwise used as security for the Exempt Loan may be pledged or otherwise used as security for an Exempt Loan.
|
(c)
|
The Exempt Loan must provide for principal payments and interest to be payable over a specific term.
|
(d)
|
Except as provided below in subsection (e), shares of TCF Financial Stock held to secure repayment of an Exempt Loan shall be released from encumbrance (and from the Unallocated Reserve) as the principal and interest payments on the Exempt Loan are paid. The number of shares which shall be so released from encumbrance (and from the Unallocated Reserve) shall be equal to the total number of encumbered shares of TCF Financial Stock (held in the Unallocated Reserve) multiplied by a fraction with a numerator equal to the principal and interest payments made on the Exempt Loan for a calendar month and a denominator equal to the total principal and interest to be paid under the Exempt Loan for the current calendar month and all subsequent calendar months. The number of future calendar months for which principal and interest are payable under the Exempt Loan must be definitely ascertainable and must be determined without taking into account any possible extensions or renewal periods. If the interest rate under the loan is variable, the amount of future interest payable shall be calculated by using the interest rate in effect on the last day of the current calendar month.
|
(e)
|
In lieu of the method described in subsection (d), shares of TCF Financial Stock held to secure repayment of an Exempt Loan may be released from encumbrance (and from the Unallocated Reserve) with reference to principal payments only, provided all of the following conditions are met.
|
(1)
|
The Exempt Loan provides for principal and interest payments at a cumulative rate that is not less rapid at any time than level annual payments of such amounts for ten years.
|
(2)
|
If the Exempt Loan constitutes a renewal, extension or refinancing of a prior Exempt Loan, the sum of the expired duration of the prior Exempt Loan, the
|
(3)
|
Shares of TCF Financial Stock held to secure repayment of the Exempt Loan shall be released from encumbrance (and the Unallocated Reserve) as the principal amount of the Exempt Loan is paid. The number of shares to be released from encumbrance (and from the Unallocated Reserve) must equal the total number of encumbered shares of TCF Financial Stock (held in the Unallocated Reserve) multiplied by a fraction the numerator of which equals the amount of the principal payments made with respect to the Exempt Loan for the current calendar month, and the denominator of which equals the total principal payments to be paid over the remaining term of the Exempt Loan (including the principal payments for the current calendar month).
|
(4)
|
For the purposes of this subsection (e), the amount of interest included in any payment is disregarded only to the extent that it would be determined to be interest under standard loan amortization tables.
|
(f)
|
The rate of interest (which may be fixed or variable) on the Exempt Loan must not be in excess of a reasonable rate of interest considering all relevant factors including (but not limited to) the amount and duration of the loan, the security given, the guarantees involved, the credit standing of the Plan and the guarantors, and the generally prevailing rates of interest.
|
(g)
|
In the event of default upon an Exempt Loan, the fair market value of TCF Financial Stock and other assets which can be transferred in satisfaction of the loan must not exceed the amount of the loan. If the lender is a party in interest (as defined in ERISA) or disqualified person (as defined in the Code), the loan must provide for a transfer of Plan assets upon default only upon and to the extent of the failure of the Plan to satisfy the payment schedule of the Exempt Loan.
|
(h)
|
The Plan shall not engage in an Exempt Loan that is not primarily for the benefit of Plan Participants and Beneficiaries.
|
(a)
|
At any time during the Plan Year or the preceding Plan Year, the employee was a 5% owner as defined in Code section 414(q)(2).
|
(b)
|
The employee received compensation (as defined in Code section 414(q)(4)) from a Participating Employer or Affiliate in excess of $125,000 in the preceding Plan Year in the case of determinations for the 2020 Plan Year. The dollar amount specified in this subsection shall be adjusted for cost of living increases for each calendar year after 2020 as provided in Code section 414(q) and the applicable Treasury regulations. For any Plan Year, the applicable dollar amount shall be the dollar amount in effect for the calendar year in which the Plan Year commences.
|
(c)
|
In addition, any former employee is a Highly Compensated Employee to the extent required by the rules applicable to determining highly compensated employee status as in effect for the relevant Plan Year under Section 1.414(q)-1T, Q&A-4, of the Temporary Income Tax Regulations and IRS Notice 97-45.
|
(a)
|
First Federal Savings and Loan Association of Mankato;
|
(b)
|
Carlton County Federal Savings and Loan Association;
|
(c)
|
Northland Federal Savings and Loan Association;
|
(d)
|
St. Peter Savings and Loan Association;
|
(e)
|
Pipestone Federal Savings and Loan Association;
|
(f)
|
Northern Federal Savings and Loan Association;
|
(g)
|
First Fidelity Savings and Loan;
|
(h)
|
Express Teller, Inc.;
|
(i)
|
Financial Data Products, Inc.;
|
(j)
|
Old GLBC (as defined in Sec. 2.16);
|
(k)
|
Bank of Chicago, s.s.b.;
|
(l)
|
Winthrop Resources Corporation,
|
(m)
|
Standard Financial, Inc., Standard Federal Bank for savings and Standard Financial Mortgage Corporation; and
|
(n)
|
Gateway One Lending & Finance, LLC.
|
(o)
|
Equipment Financing & Leasing Corporation.
|
(a)
|
An employee is not a Qualified Employee prior to the date as of which the employee’s employer becomes a Participating Employer.
|
(b)
|
A nonresident alien within the meaning of Code section 7701(b)(1)(B) while not receiving earned income (within the meaning of Code section 911(d)(2)) from a Participating Employer which constitutes income from sources within the United States (within the meaning of Code section 861(a)(3)) is not a Qualified Employee.
|
(c)
|
An employee is not a Qualified Employee unless services are performed within the continental United States (including Alaska) or Hawaii, or the principal base of operations to which the employee frequently returns is within the continental United States (including Alaska) or Hawaii.
|
(d)
|
For purposes of this Plan, an individual shall be considered an “employee” only for such periods as the individual is classified as such on the payroll records of the Participating Employer. An individual shall be deemed not to be an employee for purposes of this plan at any time that the individual is classified by such Employer, in its sole discretion, as an independent contractor, a leased employee, a temporary agency employee or in any other status which is not a regular employment status. In the event that an individual is subsequently reclassified as an employee on a Participating Employer’s records, benefits under this Plan will continue to be based on the classifications that were in effect at the time the individual’s services were rendered.
|
(a)
|
If an individual is absent from work for maternity or paternity reasons, and the absence begins on or after January 1, 1985, the 12‑month period beginning with the first day of such absence shall not be included in a Recognized Break In Service.
|
(b)
|
For purposes of subsection (a), an absence from work for maternity or paternity reasons means an absence (i) by reason of the pregnancy of the individual, (ii) by reason of a birth of a child of the individual, (iii) by reason of the placement of a child with the individual in connection with the adoption of such child by such individual, or (iv) for purposes of caring for such child for a period beginning immediately following such birth or placement.
|
(c)
|
With respect to Participants who at any time were Republic employees, a Recognized Break in Service begins prior to October 1, 1993 on the same date that it began under
|
(d)
|
With respect to participants who at any time were employees of Great Lakes Bancorp, Old GLBC or subsidiaries thereof, a Recognized Break in Service begins prior to January 1, 1996 on the same date that it began under the Great Lakes Bancorp ESOP, as reflected in the trustee’s or administrator’s records for the Great Lakes Bancorp ESOP, and ends on the date such employee returned to work with Great Lakes Bancorp, old GLBC or an affiliated company thereof, as reflected on the trustee’s or administrator’s records, if prior to January 1, 1996, or returns to work with a Participating Employer or an Affiliate on or after January 1, 1996.
|
(b)
|
If (i) an individual has had a Recognized Break in Service of 60 months or longer in duration; (ii) such Recognized Break in Service is equal to or longer than the individual’s Elapsed Time prior to such Break; and (iii) the individual had no right to a vested benefit under this Plan or under the TCF Employees Savings- Investment Plan based on employer contributions at the time the Break occurred, all Elapsed Time prior to the Recognized Break in Service shall be disregarded. In determining whether any Recognized Break in Service is equal to or longer than the individual’s Elapsed Time prior to the Break, the Elapsed Time prior to the Break shall not include any Elapsed Time disregarded under this section because of any previous Recognized Break in Service.
|
(c)
|
If an individual has service as a Qualified Employee and previous to, or subsequent to, such service the individual was a leased employee (as defined in Code section 414(n)(2), but without regard to section 414(n)(2)(B)), the service as such leased employee shall be recognized as service as an employee for purposes of determining Elapsed Time.
|
(d)
|
For a Participant who was an employee of Republic, Elapsed Time prior to October 1, 1993 shall equal the employment service with which such employee was credited under the Republic ESOP as of September 30, 1993, as reflected in the trustee’s records for the Republic ESOP, converted into years and days.
|
(e)
|
For a Participant who was an employee of Great Lakes Bancorp, Old GLBC or an affiliated company thereof, Elapsed Time prior to January 1, 1996 shall equal the
|
(f)
|
The Elapsed Time of a Bank of America Employee shall include the period of service that was credited to such employee on the Closing Date of the BA Branch Agreement for the purpose of determining such employee’s vested interest in the BankAmerica 401(k) Investment Plan, but not including any special rules relating to divestitures (such as, but not limited to, rules giving increased or 100% vesting to employees terminated in divestitures), as such period of service is reported by the plan administrator for the BankAmerica 401(k) Investment Plan. A “Bank of America Employee” is an individual who was an “Employee” of Bank America, FSB or an “Affiliate” (as such terms are defined in the BA Branch Agreement), and who was hired by a Participating Employer on the Closing Date, or Employees (as defined in the BA Branch Agreement) who began working for a Participating Employer prior to the Closing Date (“Transitional Employees”), but in no event earlier than January 5, 1998, or those Employees (as the term is defined in the BA Branch Agreement) on medical leave, family leave, military leave or personal leave under BA policies who became employed by TCF National Bank Illinois or an affiliated company pursuant to Section 2.4 of the BA Branch Agreement, but in any event no later than six months after the Closing Date.
|
(g)
|
For a Participant who was an employee of VGM, Inc., Elapsed Time shall include such Participant's employment service with VGM, Inc. prior to March 22, 2004 that would have been credited under this Plan, had VGM, Inc. then been a Participating Employer.
|
(h)
|
For a Participant who was an employee of Fidelity National Capital, Inc., Elapsed Time shall include such Participant's employment service with Fidelity National Capital, Inc. prior to September 25, 2009 that would have been credited under this Plan, had Fidelity National Capital, Inc. then been a Participating Employer.
|
(a)
|
A Qualified Employee of a Participating Employer who was a Participant prior to December 31, 2019 shall continue to be eligible to make 401(k) Contributions. An employee of a Participating Employer who was not a Participant prior to December 31, 2019, will be eligible to become a Participant in the Plan for the limited purpose of making 401(k) Contributions on the earliest date on which the employee is a Qualified Employee. The provisions of this Plan relating to Matching Contributions shall not apply to any such employee until the employee is eligible to become a Participant in the Plan for the purpose of receiving Matching Contributions pursuant to subsection (b).
|
(b)
|
A Qualified Employee of a Participating Employer who was a Participant eligible to receive Matching Contributions prior to January 1, 2020 shall continue to be eligible to receive Matching Contributions. On and after January 1, 2020, any other Qualified Employee of a Participating Employer will be eligible to become a Participant in the Plan for the purpose of receiving Matching Contributions on the later of January 1, 2020, or the earliest Entry Date following date on which both of the following requirements are met:
|
(1)
|
The employee is a Qualified Employee.
|
(2)
|
The date the employee is credited with at least 180 days of Elapsed Time.
|
(c)
|
If a former Participant is reemployed as a Qualified Employee, the employee will be eligible to become a Participant again on the date the employee is rehired.
|
(d)
|
If a former employee who was not previously a Participant is reemployed as a Qualified Employee before incurring a Recognized Break in Service, and met the applicable requirements of subsection (b) on the immediately preceding Entry Date, the former employee will be eligible to become a Participant for the purpose of receiving Matching Contributions on the date the former employee is rehired.
|
(e)
|
If an employee of a Participating Employer or an Affiliate who is not a Qualified Employee is transferred to a position in which the employee is a Qualified Employee, and if the employee met the applicable requirements of subsection (b) on the Entry Date preceding his transfer, the employee will be eligible to become a Participant
|
(f)
|
If a Qualified Employee is transferred to a non‑Qualified Employee position, such an individual is not eligible to make 401(k) Contributions to the Plan while employed in a non‑Qualified Employee position and 401(k) Contributions or After-tax Contributions the individual elected before the transfer shall cease as of the transfer date.
|
(g)
|
If a former employee who was not previously a Participant is reemployed following a Recognized Break in Service of 60 months or longer, and if the length of the Recognized Break in Service equals or exceeds the employee’s total Elapsed Time prior to the break, service prior to such break shall not be recognized for purposes of this section.
|
(h)
|
An individual who was a participant in a Merged Plan and whose account in the Merged Plan was transferred to this Plan shall become a Participant in this Plan upon the effective date of the plan merger, if not otherwise a Participant prior to the plan merger.
|
(a)
|
401(k) Contributions.
|
(1)
|
An Active Participant may elect to have 401(k) Contributions made on his or her behalf commencing as soon as administratively feasible following the date on which the Participant first becomes eligible to make 401(k) Contributions; provided that the Participant has filed the election prior to
|
(2)
|
A Participant’s Basic Compensation from a Participating Employer for each payroll period shall be reduced by an amount equal to the 401(k) Contributions that are made on behalf of the Participant for such payroll period. The Participating Employer shall contribute such amount as a 401(k) Contribution on behalf of the Participant.
|
(3)
|
Notwithstanding the foregoing, no Participant shall be permitted to have elective deferrals made under this Plan, or any other qualified plan maintained by any Participating Employer or Affiliate during any taxable year, in excess of the dollar limitation contained in Code section 402(g) in effect for such taxable year, except to the extent permitted under Code section 414(v), if applicable. 401(k) Contributions shall cease at the point that the limit is reached during a quarter. The limit under Code section 402(g) shall be adjusted for each calendar year for any cost of living increases provided for that year in accordance with regulations of the Secretary of the Treasury. 401(k) Contributions are treated as employer contributions subject to the limitations applicable to such contributions under Article VI.
|
(b)
|
After‑tax Contributions. After‑tax Contributions by a Participant were permitted with respect to payroll periods ending prior to April 1, 2006. After‑tax Contributions may not be made by a Participant with respect to payroll periods ending after April 1, 2006.
|
(c)
|
Catch-Up Contributions. Qualified Employees who are eligible to make elective deferrals under this Plan and who will have attained age 50 before the close of the taxable year (the calendar year) that coincides with the Plan Year shall be eligible to make catch-up contributions for the Plan Year in accordance with, and subject to the limitations of, Code section 414(v). Such catch-up contributions shall not be taken into account for purposes of the provisions of the Plan implementing the required limitations of Code section 402(g) and 415. The Plan shall not be treated
|
(a)
|
Safe Harbor. In the case of Active Participants who are not Early Participants (described in subsection (b)), the Plan is intended to satisfy the safe harbor requirements of Code section 401(k)(12). Accordingly, it is not necessary to satisfy the average deferral percentage test requirements of Code section 401(k) for that particular group of employees.
|
(b)
|
Early Participants. An “Early Participant” is an Active Participant who is ineligible to receive a Matching Contribution for a Plan Year pursuant to Sec. 4.2(b) because such Active Participant has not completed 180 days of Elapsed Time. With respect to Early Participants, an average deferral percentage shall be calculated, and Active Participants described in subsection (a) shall be disregarded in calculating the average deferral percentage. The remainder of this subsection (b) shall be applied separately and solely with respect to Early Participants who are disaggregated pursuant to Treasury Regulation § 1.401(k)-3(h)(3).
|
(1)
|
Each Plan Year, the “deferral percentage” will be calculated for each Early Participant. Each Early Participant’s deferral percentage is calculated by dividing the amount referred to in subparagraph (A) by the amount referred to in subparagraph (B):
|
(A)
|
The total 401(k) Contributions (including excess 401(k) Contributions of Highly Compensated Employees distributed under Sec. 5.7, but excluding excess 401(k) Contributions of Non-Highly Compensated Employees that arise solely from contributions made under plans of the Participating Employers or Affiliates and excluding any catch-up contributions made in accordance with Sec. 5.1(c)), if any, allocated to the Early Participant’s Account with respect to the Plan Year.
|
(B)
|
The Early Participant’s Compensation with respect to the Plan Year. For purposes of this section, an Early Participant’s “Compensation” for the Plan Year means compensation determined according to a definition selected by the Company for that year which satisfies the requirements of Code section 414(s). The same definition of Compensation shall be used for all Early Participants for a particular Plan Year, but different definitions may be used for different Plan Years. The Company shall also determine whether Compensation includes or does not include the 401(k) Contributions to this Plan and any contributions made pursuant to a salary reduction agreement by or on behalf of the Participant to any other plan which meets the requirements of Code sections 125, 132(f)(4), 401(k), 402(h)(1)(B), or 403(b), and whether or not it includes amounts paid prior to the date an individual became a Participant. Compensation shall be subject to the limit provided under Sec. 2.5(d).
|
(2)
|
Each Plan Year, the average deferral percentage for Early Participants who are Highly Compensated Employees and the average deferral percentage for Early Participants who are Non-Highly Compensated Employees will be calculated. The deferral percentage for each Early Participant and the average deferral percentage for a particular group of employees shall be calculated to the nearest one-hundredth of one percent. The average deferral percentage for Early Participants who are Non‑Highly Compensated Employees that is used in applying this section for a particular Plan Year shall be the percentage determined for the current Plan Year.
|
(3)
|
If the requirements of either subparagraph (A) or (B) are satisfied, then no further action is needed under this subsection (b):
|
(A)
|
The average deferral percentage for Early Participants who are Highly Compensated Employees is not more than 1.25 times the average deferral percentage for Early Participants who are Non-Highly Compensated Employees.
|
(B)
|
The excess of the average deferral percentage for Early Participants who are Highly Compensated Employees over the average deferral percentage for Early Participants who are Non-Highly Compensated Employees is not more than two percentage points, and the average deferral percentage for such Highly Compensated Employees is not more than 2 times the average deferral percentage for such Non-Highly Compensated Employees.
|
(4)
|
If neither of the requirements of paragraph (3) is satisfied, then the 401(k) Contributions with respect to Early Participants who are Highly Compensated Employees shall be reduced as follows:
|
(A)
|
The total reduction amount for purposes of this paragraph (4) shall be determined as the excess of (i) the aggregate dollar amount of 401(k) Contributions actually taken into account in computing the deferral percentages for such Highly Compensated Employees for the Plan Year over (ii) the maximum dollar amount of 401(k) Contributions for such Highly Compensated Employees permitted under paragraph (3) (determined by hypothetically reducing 401(k) Contributions made on behalf of such Highly Compensated Employees in order of the deferral percentages, beginning with the greatest of such percentages).
|
(B)
|
The 401(k) Contributions of such Highly Compensated Employees who have the greatest dollar amount of 401(k) Contributions for the Plan Year shall be reduced to the extent necessary to reduce the amount to the next lower dollar amount of 401(k) Contributions contributed for such Highly Compensated Employee, unless a lesser reduction would be sufficient to equal the remaining total reduction
|
(C)
|
If the reduction in subparagraph (B) above does not result in aggregate reductions equal to the total reduction amount in subparagraph (A) above, this method of reductions shall be repeated one or more additional times until the aggregate amount of the reductions under this subsection is an amount equal to the total reduction amount in subparagraph (A). Notwithstanding anything in the foregoing provisions of this subsection to the contrary, such reduction shall be made in accordance with the methodology prescribed in Treasury Regulation § 1.401(k)-2(b)(2).
|
(5)
|
At any time during the Plan Year, the Company may make an estimate of the amount of 401(k) Contributions by Early Participants who are Highly Compensated Employees that will be permitted under this section for the year and may reduce the percent specified in Sec. 5.1 for such Participants to the extent the Company determines in its sole discretion to be necessary to satisfy at least one of the requirements in paragraph (3) above.
|
(6)
|
If 401(k) Contributions with respect to an Early Participant who is a Highly Compensated Employee are reduced pursuant to paragraph (4), the excess 401(k) Contributions shall be distributed, subject to the following:
|
(A)
|
For purposes of this subsection, “excess 401(k) Contributions” mean the amount by which 401(k) Contributions for Early Participants who are Highly Compensated Employees have been reduced under paragraph (4), but does not include any amounts recharacterized as catch-up contributions.
|
(B)
|
Excess 401(k) Contributions (adjusted for income or losses allocable thereto as specified in subparagraph (C) below, if any) shall be distributed to Participants on whose behalf such excess contributions were made for the Plan Year no later than the last day of the following Plan Year. Furthermore, the Company shall attempt to distribute such amount by the 15th day of the third month following the Plan Year
|
(C)
|
Income or losses allocable to excess 401(k) Contributions shall be equal to the amount of income or loss allocable to such excess amount for the Plan Year pursuant to Sec. 7.2.
|
(D)
|
The amount of excess 401(k) Contributions and income or losses allocable thereto which would otherwise be distributed pursuant to this subsection shall be reduced, in accordance with regulations, by the amount of excess 401(k) Contributions and income or losses allocable thereto previously distributed to the Early Participant pursuant to Sec. 5.7 for the calendar year ending with or within the Plan Year.
|
(E)
|
If a Highly Compensated Employee whose 401(k) Contributions must be reduced pursuant to this subsection had both Pre-tax 401(k) Contributions and Roth 401(k) Contributions during the Plan Year, the amount reduced pursuant to this subsection shall consist first of the Participant’s Roth 401(k) Contributions.
|
(7)
|
The deferral percentage for any Early Participant who is a Highly Compensated Employee for the Plan Year, and who is eligible to participate in two or more plans with cash or deferred arrangements described in Code section 401(k) to which any Participating Employer or Affiliate contributes, shall be determined pursuant to applicable Treasury regulations.
|
(8)
|
If two or more plans which include cash or deferred arrangements are considered as one plan for purposes of Code section 401(a)(4) or Code section 410(b), the cash or deferred arrangements shall be treated as one for the purposes of applying the provisions of this section unless mandatorily disaggregated pursuant to regulations under Code section 401(k).
|
(9)
|
If the entire Account balance of an Early Participant who is a Highly Compensated Employee has been distributed during the Plan Year in which an excess arose, the distribution shall be deemed to have been a corrective distribution of the excess and income attributable thereto to the extent that a corrective distribution would otherwise have been required under paragraph (6) of this subsection or Sec. 5.7.
|
(10)
|
A corrective distribution of excess 401(k) Contributions under paragraph (6) of this subsection or Sec. 5.7 may be made without regard to any notice or Participant or spousal consent required under Article VIII or X.
|
(11)
|
In the event of a complete termination of the Plan during the Plan Year in which an excess arose, any corrective distribution under paragraph (6) of this
|
(a)
|
Payroll Period Matching. For each payroll period ending on or after January 1, 2020, for which 401(k) Contributions are made for Participants, the Participating Employers shall make Matching Contributions on behalf of the Participants in their employ in an amount equal to 100% of the Participant’s 401(k) Contributions that does not exceed 5% of the Participant’s Basic Compensation for the payroll period.
|
(b)
|
Time of Contribution. The Participating Employers shall pay Matching Contributions to a Funding Agency designated by the Company as soon as reasonably possible after the payroll period to which they relate.
|
(c)
|
No Matching Contributions for Excess 401(k) Contributions; Correction of Errors. Notwithstanding the foregoing subsections (a) and (b), no Matching Contribution will be made with respect to any amount by which the Participant’s contributions must be reduced pursuant to Sec. 5.7. Any Matching Contribution made in error with respect to any 401(k) Contributions, shall be placed in suspense and applied to reduce future Matching Contributions.
|
(a)
|
Non‑leveraged Plan. If there is no currently outstanding Exempt Loan under the Plan, the Matching Contribution determined for the Participant under this Sec. 6.3 shall be allocated to such Participant’s Matching Account.
|
(b)
|
Leveraged Plan. If there is a currently outstanding Exempt Loan under the Plan, Matching Contributions shall be applied to the repayment of any current amounts due under such loan and the number of shares of TCF Financial Stock released from encumbrance by the amount of the Matching Contribution determined for the Participant under this Sec. 6.3 shall be allocated to such Participant’s Matching Account. Any portion of such a Matching Contribution which is not applied to the payment of obligations under an Exempt Loan shall be allocated as provided in subsection (a).
|
(a)
|
The maximum amount allowable as a deduction in computing its taxable income for that Plan Year for federal income tax purposes.
|
(b)
|
The aggregate amount of the contribution by such Participating Employer that may be allocated to Accounts of Participants under the provisions of Sec. 6.6.
|
(a)
|
Participants in Only One Plan. If a Participant does not participate in, and has never participated in another qualified defined contribution plan maintained by the Employer; a welfare benefit fund, as defined in Code section 419(e), maintained by the Employer; an individual medical account, as defined in Code section 415(l)(2) of the Code, maintained by the Employer; or a simplified employee pension, as defined in Code section 408(k), maintained by the Employer, which provides an Annual Addition as defined in subsection (c)(1), the amount of Annual Additions which may be credited to the Participant’s Account for any Limitation Year shall not exceed the lesser of the Maximum Permissible Amount or any other limitation contained in this Plan. If the Employer contribution that would otherwise be contributed or allocated to a Participant’s Account would cause the Annual Additions for the Limitation Year to exceed the Maximum Permissible Amount, the amount contributed or allocated shall be reduced so that the Annual Additions for the Limitation Year will equal the Maximum Permissible Amount.
|
(b)
|
Participants in Multiple Plans. This section applies if, in addition to this Plan, a Participant is covered under another qualified defined contribution plan maintained by the Employer, a welfare benefit fund maintained by the Employer, an individual medical account maintained by the Employer, or a simplified employee pension maintained by the Employer, that provides an Annual Addition as defined in subsection (c)(1) during any Limitation Year. The Annual Additions that may be credited to a Participant’s Account under this Plan for any such Limitation Year shall not exceed the Maximum Permissible Amount reduced by the Annual Additions credited to the Participant’s Account under the other qualified defined contribution plans, welfare benefit funds, individual medical accounts, and simplified employee pensions for the same Limitation Year. If the Annual Additions with respect to the Participant under other qualified defined contribution plans, welfare benefit funds, individual medical accounts, and simplified employee pensions maintained by the Employer are less than the Maximum Permissible Amount and the Employer contribution that would otherwise be contributed or allocated to the Participant’s Account under this Plan would cause the Annual Additions for the Limitation Year to exceed this limitation, the amount contributed or allocated shall be reduced so that the Annual Additions under all such plans and funds for the Limitation Year will equal the Maximum Permissible Amount. If the Annual Additions with respect to the Participant under such other qualified defined contribution plans, welfare benefit funds, individual medical accounts, and simplified employee pensions in the aggregate are equal to or greater than the Maximum Permissible Amount, no amount will be contributed or allocated to the Participant’s Account under this Plan for the Limitation Year. For the purposes of this subsection (b):
|
(1)
|
All defined contribution plans (without regard to whether a plan has been terminated) ever maintained by the Employer or a Predecessor Employer under which the Participant receives Annual Additions shall be treated as one defined contribution plan.
|
(2)
|
A Formerly Affiliated Plan of an Employer shall be taken into account for the purposes of applying the Code section 415 limitations to the Employer, but the Formerly Affiliated Plan shall be treated as if it had terminated immediately prior to the cessation of affiliation.
|
(3)
|
Two or more defined contribution plans that are not required to be aggregated pursuant to Code section 415(f) and the regulations thereunder as of the first day of a Limitation Year do not fail to satisfy the requirements of Code section 415(f) of the Code with respect to a Participant for the Limitation Year merely because they are aggregated later in that Limitation Year, provided that no Annual Additions are credited to the Participant’ Account after the date on which the plans are required to be aggregated.
|
(c)
|
Definitions. For the purposes of this Sec. 6.6, the following terms shall be defined as follows:
|
(1)
|
Annual Additions. Except to the extent otherwise provided in regulations under Code section 415, the sum of the following amounts credited to a Participant’s Account for the Limitation Year:
|
(A)
|
Employer contributions;
|
(B)
|
Employee contributions;
|
(C)
|
Forfeitures;
|
(D)
|
amounts allocated to an individual medical account, as defined in Code section 415(l)(2), which is part of a pension or annuity plan maintained by the Employer;
|
(E)
|
allocations under a simplified employee pension;
|
(F)
|
amounts derived from contributions paid or accrued which are attributable to post-retirement medical benefits, allocated to the separate account of a key employee, as defined in Code section 419A(d)(3), under a welfare benefit fund, as defined in Code section 419(e), maintained by the Employer; and
|
(G)
|
any Excess Amount that is applied in the Limitation Year to reduce Employer contributions.
|
(2)
|
Compensation. A Participant's wages, salaries, fees for professional services, and other amounts received (without regard to whether or not an amount is paid in cash) for personal services actually rendered in the course of employment with the Employer, to the extent that the amounts are includible in gross income (or to the extent amounts would have been received and includible in gross income but for an election under Code sections 125(a), 132(f)(4), 402(e)(3), 402(h)(1)(B), 402(k), or 457(b)) including, but not
|
(B)
|
amounts realized from the exercise of an option (other than a statutory option as defined in Section1.421-1(b)) of the Income Tax Regulations), or when restricted stock or other property held by a Participant either becomes freely transferable or is no longer subject to a substantial risk of forfeiture;
|
(C)
|
amounts realized from the sale, exchange, or other disposition of stock acquired under a statutory stock option (as defined in Section 1.421-1(b) of the Income Tax Regulations);
|
(D)
|
other amounts that receive special tax benefits, such as premiums for group term life insurance (but only to the extent that the premiums are not includible in the gross income of the Participant and are not salary reduction amounts that are described in Code section 125); and
|
(E)
|
other items of remuneration that are similar to any of the items listed in (A) through (D).
|
(i)
|
payments that, absent a severance from employment, would have been paid to the Participant while the Participant continued in employment with the Employer, and are regular compensation for services during the Participant’s regular working hours, compensation for services outside the Participant’s regular working hours (such as overtime or shift
|
(ii)
|
payments for accrued bona fide sick, vacation or other leave, but only if the Participant would have been able to use the leave if employment had continued; and
|
(iii)
|
payments to an individual who does not currently perform services for the Participating Employer by reason of qualified military service (as that term is used in Code section 414(u)(1)), to the extent those payments do not exceed the amounts the individual would have received if the individual had continued to perform services for the Participating Employer rather than entering qualified military service.
|
(3)
|
Defined Contribution Dollar Limitation. $56,000, as adjusted under Code section 415(d) for Limitation Years after 2019.
|
(4)
|
Employer. For purposes of this Section, Employer means the Participating Employers, and all members of a controlled group of corporations (as defined in Code section 414(b), as modified by Code section 415(h)), all commonly controlled trade or businesses (as defined in Code section 414(c), as modified, except in the case of a brother-sister group of trades or businesses under common control, by Code section 415(h)), or affiliated service groups (as
|
(5)
|
Excess Amount. The excess of the Participant’s Annual Additions for the Limitation Year over the Maximum Permissible Amount.
|
(6)
|
Formerly Affiliated Plan. A plan of an Employer that, immediately prior to the cessation of affiliation, was actually maintained by one or more of the entities that constitute the Employer, and immediately after the cessation of affiliation, is not actually maintained by any of the entities that constitute the Employer. A “cessation of affiliation” means the event that causes an entity to no longer be aggregated with one or more other entities as a single employer under the employer affiliation rules described in subsection (d)(4) (such as the sale of a subsidiary outside a controlled group), or that causes a plan to not actually be maintained by any of the entities that constitute the Employer under the employer affiliation rules of subsection (d)(4) (such as a transfer of plan sponsorship outside of a controlled group).
|
(7)
|
Limitation Year. The 12 consecutive month period ending on December 31. All qualified plans maintained by the Employer must use the same limitation year. If the Limitation Year is amended to a different 12 consecutive month period, the new Limitation Year must begin on a date within the Limitation Year in which the amendment is made. For this purpose, if the Plan is terminated effective as of a date other than the last day of a Limitation Year, then the Plan is treated as if it had been amended to change its Limitation Year.
|
(8)
|
Maximum Permissible Amount. Except for catch up contributions described in Code section 414(v), the Annual Addition that may be contributed or allocated to a Participant’s Account under the Plan for any Limitation Year shall not exceed the lesser of:
|
(A)
|
the Defined Contribution Dollar Limitation; or
|
(B)
|
100% of the Participant’s Compensation for the Limitation Year.
|
(9)
|
Predecessor Employer. A former employer of a Participant, if the Employer maintains a plan under which the Participant had accrued a benefit while performing services for the former employer, but only if that benefit is provided under the plan maintained by the Employer. For this purpose, the rules in Code section 1.415(f)-1(b)(2) of the Income Tax Regulations apply as if the Employer and Predecessor Employer constituted a single employer under the rules described in subsection (d)(4) immediately prior to the cessation of affiliation (and as if they constituted two, unrelated employers such rules immediately after the cessation of affiliation), and cessation of affiliation was the event that gave rise to the Predecessor Employer relationship, such as a transfer of benefits or plan sponsorship. With respect to an Employer of a Participant, a former entity that antedates the Employer is a Predecessor Employer with respect to the Participant if, under the facts and circumstances, the Employer constitutes a continuation of all or a portion of the trade or business of the former entity.
|
(d)
|
Disposition of Excess Amounts. If there is an Excess Amount for any Limitation Year, it shall be disposed of in a manner permitted under the Employee Plans Compliance Resolution System (EPCRS), as set forth in Rev. Proc. 2006-27 or any successor thereto.
|
(a)
|
Matching Contributions shall be allocated according to the provisions of this Article to the Matching Accounts of eligible Participants as of the dates on which the Participant’s 401(k) Contributions were made. However, no allocations shall be made until after any adjustments required under Sec. 5.6 have been made.
|
(b)
|
Forfeitures that are treated as Matching Contributions shall be allocated as soon as administratively after the date they are recognized as Forfeitures.
|
(a)
|
A “Pre-Tax Account” (previously known as the “Tax‑deferred Account”) shall be established for a Participant’s Pre-tax 401(k) Contributions.
|
(b)
|
A “Roth 401(k) Account” shall be established for a Participant’s Roth 401(k) Contributions.
|
(c)
|
An “After‑tax Account” shall be established for a Participant’s After‑tax Contributions. Separate After-tax Accounts shall be established for After-tax Contributions made by a Participant to the TCF Employees Savings-Investment Plan prior to January 1, 1987 and any earnings attributable thereto (the “After-tax Pre 87 Account”), and for After-tax Contributions made by a Participant to the TCF Employees Savings-Investment Plan and to this Plan on and after January 1, 1987 and any earnings attributable thereto (the “After-tax Post 86 Account”).
|
(d)
|
A “Matching Account” shall be established for Matching Contributions made with respect to a Participant’s contributions eligible for Matching Contributions. Dividends paid on or after April 1, 2004 on TCF Financial Stock that has been allocated to a Matching Account, and that are not distributed to the Participant, shall also be credited to this Account. Separate Matching Accounts shall be established for Matching Contributions made with respect to pay periods ending before January 1, 2016, and any earnings attributable thereto (the “Pre-2016 Matching Account”), and for Matching Contributions made with respect to pay periods ending on or after January 1, 2016, and any earnings attributable thereto (the “Post-2015 Matching Account”). Employer Discretionary Contributions and Additional Employer Contributions treated as Matching Contributions, if any, made for a Participant under the terms of the Plan as in effect prior to 2016 shall also be credited to the Participant’s Pre-2016 Matching Account.
|
(e)
|
A “100% Vested Company Money Account” shall be established for fully vested employer contributions (and related investment earnings) that are transferred to this Plan from another qualified plan on behalf of a Participant, including, without limitation, amounts that were previously credited to a Participant’s “Republic Plan Account,” “Great Lakes Bancorp ESOP Account,” “Chemical Financial Corporation 401(k) Savings Plan Pre-2007 Sources” or “Transfer Account.” Dividends paid prior to April 1, 2004 on TCF Financial Stock that has been allocated to a Participant’s Matching Account, and that are not distributed to the Participant, shall also be credited to this Account. A 100% Vested Company Money Account shall be treated in all respects the same as a Matching Account, and any references in the Plan to a Matching Account shall apply equally to a 100% Vested Company Money Account, except that no employer or employee contributions or Forfeitures shall ever be added
|
(f)
|
A “Pre-tax Rollover Account” shall be established for each Participant who has made a Rollover Contribution attributable to pre-tax accounts.
|
(g)
|
A “Roth Rollover Account” shall be established for each Participant who has made a Rollover Contribution attributable to Roth accounts.
|
(h)
|
Amounts credited to accounts under Merged Plans shall be credited to the comparable Account under this Plan if it had the same vesting requirements under the Merged Plan prior to the merger.
|
(i)
|
A “Chemical Retirement Contributions Account” shall be established as of January 1, 2020 for Participants who had been allocated Retirement Contributions under the Chemical Financial Corporation 401(k) Savings Plan. The initial balance of the Chemical Retirement Contributions Account on January 1, 2020 is equal to the December 31, 2019 closing balance of the account attributable to such contributions under said plan. Except as otherwise provided in Sec. 9.2 (for purposes of vesting), a Chemical Retirement Contributions Account shall be treated in all respects the same as a Matching Account.
|
(j)
|
A “Chemical Discretionary Matching Contributions Account” shall be established as of January 1, 2020 for Participants who had been allocated Discretionary Matching Contributions under the Chemical Financial Corporation 401(k) Savings Plan. The initial balance of the Chemical Discretionary Matching Contributions Account on January 1, 2020 is equal to the December 31, 2019 closing balance of the account attributable to such contributions under said plan. Except as otherwise provided in Sec. 9.2 (for purposes of vesting), a Chemical Discretionary Matching Contributions Account shall be treated in all respects the same as a Matching Account.
|
(a)
|
The reduction that is made to the Account of any Participant shall bear a reasonable relationship to the value of the services that are furnished or available to such Account; and
|
(b)
|
The reduction that is made to the Account of a Participant who is not a Highly Compensated Employee shall not exceed the reduction that is made to the Account of any similarly situated Participant who is a Highly Compensated Employee, unless the reductions are made in proportion to the Participants’ Account balances.
|
(a)
|
The Participant’s Accounts shall continue to be adjusted as provided in Section 7.2 to reflect their pro rata share of the dividends and other investment earnings, gains, or losses of the Funds in which they are invested, and to reflect the Participant’s investment directions given as provided in Sec. 11.11.
|
(b)
|
Any contributions for the period before a Participant’s Termination of Employment but made after such Valuation Date shall be credited to the applicable Accounts for distribution under the terms of the Plan.
|
(c)
|
Any dividends or other income, stock dividends or stock splits attributable to TCF Financial Stock credited to the Participant’s Accounts shall be credited to such Accounts in accordance with the foregoing sections of this Article.
|
(d)
|
Any shares or amounts distributed to the Participant shall be deducted from the Account in accordance with the foregoing sections of this Article.
|
(a)
|
TCF Financial Stock shall be voted as directed by Participants under the following procedures. Generally not less than 30 days, and in any event not less than 10 days, prior to any meeting of shareholders of TCF Financial, TCF Financial shall cause the Funding Agency to send to Participants who have shares of TCF Financial Stock credited to their Accounts the proxy materials for matters on which such Participants are entitled to vote such shares in accordance with this section. The proxy materials generally shall be sent to the Funding Agency by TCF Financial at least 30 days before the meeting and shall be the same materials which are sent to shareholders of record of TCF Financial. Each such Participant shall have the right to instruct the Funding Agency as to the method of voting on the propositions submitted to shareholders. Each such Participant shall have a number of votes equal to the number of full and fractional shares (whether vested or unvested) credited to the Participant’s Accounts as of the record date for the shareholders’ meeting. To be effective the Participant’s instructions must be received by the Funding Agency by a deadline established in advance by the Funding Agency. The Funding Agency shall tabulate the instructions by the deadline and shall determine the number of votes for and against each proposal. The Funding Agency shall then vote the shares allocated to Participants’ Accounts in accordance with the directions received. In cases where instructions are received with respect to voting of fractional shares, the Funding Agency shall vote the combined fractional shares to the extent possible to reflect the direction of Participants holding fractional shares. If a Participant does not direct the Funding Agency in whole or in part with respect to voting of TCF Financial Stock credited to the Participant’s Accounts on or before the deadline established by the Funding Agency, such shares shall be voted only if so directed by the Advisory Committee, pursuant to subsection (b) of this section. With respect to any shares of TCF Financial Stock held in the Unallocated Reserve or in an Advance Contribution Account, the Funding Agency shall vote such shares in the proportion which the vote, on each measure, of allocated shares bears to the total of all allocated shares. (For example, if one‑third of the allocated shares are directed to be voted in favor of a measure, then one‑third of the shares in the Unallocated Reserve and Advance
|
(b)
|
The Advisory Committee shall be entitled to direct the Funding Agency on how to vote any allocated shares not directed by Participants under subsection (a). Generally not less than 30 days and in no event less than 10 days before any meeting of shareholders of TCF Financial, TCF Financial shall cause to be sent to the Advisory Committee the proxy materials which are sent to shareholders of record of TCF Financial. The Advisory Committee shall provide its directions in accordance with such reasonable and uniform procedures as it may establish and are acceptable to the Funding Agency.
|
(c)
|
For purposes of this section, the Advisory Committee shall consist of no less than three individuals appointed by TCF Financial under uniform rules and procedures established by TCF Financial.
|
(a)
|
Pre-tax and Roth amounts accepted by the Plan as a Rollover Contribution shall be credited to the Qualified Employee’s Pre-tax Rollover Account or Roth Rollover Account, respectively. As soon as practicable after the date the assets from the Rollover Contribution are transferred to the Fund, such assets (to the extent they do not consist of TCF Financial Stock) shall be invested in TCF Financial Stock, or otherwise as directed by the Participant pursuant to Sec. 11.11.
|
(b)
|
An employee who makes a Rollover Contribution shall become a Participant hereunder from the date such contribution is accepted by the Plan, but shall not be eligible to receive an allocation of employer contributions or Forfeitures or to make employee contributions until such employee has satisfied the requirements of Article IV.
|
(c)
|
“Rollover Contribution” means a contribution made by a Qualified Employee in accordance with the requirements of sections 402(c) of the Code (relating to eligible rollover distributions from plans that are qualified under Code section 401(a)), section 403(a)(4) of the Code (relating to eligible rollover distributions from plans described in Code section 404(a)(2)), or section 408(d)(3)(A)(ii) of the Code (relating to rollover distributions from “conduit” individual retirement accounts or annuities), in accordance with the requirements of Code section 403(b)(8) or 457(e)(16) commencing in January 1, 2002, or in accordance with any other provision of the Code which may permit rollovers to this Plan from time to time. A direct transfer of an eligible rollover distribution in accordance with section 401(a)(31) of the Code shall also qualify as a Rollover Contribution. The Plan will accept Participant Rollover Contributions and/or direct rollovers of distributions from the following types of plans and accounts:
|
(1)
|
Direct Rollovers. The Plan will accept a direct rollover of an eligible rollover distribution from:
|
(A)
|
a qualified plan described in Code sections 401(a) or 403(a), excluding after-tax employee contributions;
|
(B)
|
an annuity contract described in Code section 403(b), excluding after-tax employee contributions; or
|
(C)
|
an eligible plan under Code section 457(b) that is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state.
|
(2)
|
Participant Rollover Contributions from Other Plans. The Plan will accept a Participant contribution of an eligible rollover distribution (except as provided in subsection (c)(4)) from:
|
(A)
|
a qualified plan described in Code section 401(a) or 403(a);
|
(B)
|
an annuity contract described in Code section 403(b); or
|
(C)
|
an eligible plan under Code section 457(b) that is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state.
|
(3)
|
Participant Rollover Contributions from IRAs. The Plan will accept a Participant Rollover Contribution of the portion of a distribution from an individual retirement account or annuity described in Code section 408(a) or 408(b) that is eligible to be rolled over and would otherwise be includible in gross income.
|
(4)
|
Participant Rollover Contributions from Roth Accounts. Effective January 1, 2018, the Plan will accept a Participant Rollover Contribution of an eligible rollover distribution from a designated Roth account in a 401(k), 403(b) or 457(b) plan in the form of a direct rollover (an indirect rollover of such a distribution will not be permitted), provided that the Company receives from the plan administrator of the distributing plan prior to the Rollover Contribution a statement in a form acceptable to the Company either indicating that the distribution is a qualified distribution under Code section 402A(d)(2), or specifying the first year for which the individual made a Roth contribution under Code section 402A to the distributing plan and the amount of the distribution attributable to investment in the contract (or “basis”) under the distributing plan versus the income on the contract under Code section 72(e). The Company will be entitled to rely on such a statement received from the plan administrator of the distributing plan, and assumes no obligation or responsibility with respect to the accuracy of such information. If the eligible rollover distribution is not a qualified distribution under Code section 402A(d)(2), and less than the full amount of the distribution is transferred in a direct rollover to this Plan, the rollover will be deemed to consist first of the portion of the distribution that is attributable to income on the contract within the meaning of Code section 72(e).
|
(a)
|
The Participant’s spouse.
|
(b)
|
The Participant’s children (including stepchildren), except that if any of the children predecease him but leave offspring surviving the Participant, such offspring shall take by right of representation the share their parent would have taken if living.
|
(c)
|
The Participant’s parents.
|
(d)
|
The Participant’s brothers and sisters.
|
(e)
|
The Participant’s personal representative (executor or administrator).
|
(a)
|
The vested portion of a Participant’s Account shall be determined separately with respect to any Pre-2016 Matching Account, any Post-2015 Matching Account, any
|
(1)
|
The vested percentage with respect to a Pre-2016 Matching Account shall be determined according to the number of the Participant’s whole Years of Vesting Service after 1981 as follows:
|
Years of Vesting
Service after 1981
|
Vested Percentage
|
Less than 1 year
|
0%
|
1 but less than 2 years
|
20%
|
2 but less than 3 years
|
40%
|
3 but less than 4 years
|
60%
|
4 but less than 5 years
|
80%
|
5 or more years
|
100%
|
(2)
|
The vested percentage with respect to a Post-2015 Matching Account shall be 100% for all Participants.
|
(3)
|
The vested percentage with respect to a Chemical Retirement Contributions Account shall be determined according to the number of the Participant’s whole Years of Vesting Service as follows:
|
Years of Vesting
Service
|
Vested Percentage
|
Less than 2 years
|
0%
|
2 but less than 3 years
|
20%
|
3 but less than 4 years
|
40%
|
4 but less than 5 years
|
60%
|
5 but less than 6 years
|
80%
|
6 or more years
|
100%
|
(4)
|
The vested percentage with respect to a Chemical Discretionary Matching Contributions Account shall be determined according to the number of the Participant’s whole Years of Vesting Service as follows:
|
Years of Vesting
Service
|
Vested Percentage
|
Less than 3 years
|
0%
|
3 or more years
|
100%
|
(b)
|
The portion of a Participant’s Account that is not vested shall be disposed of as follows:
|
(1)
|
The portion of the Participant’s Account that is not vested shall be recognized as a Forfeiture as soon as administratively feasible following the Participant’s Termination of Employment. All Forfeitures arising under the Plan shall first be applied to the reinstatement of Accounts under paragraph (4) and Sec. 9.4. Any remaining Forfeitures shall be allocated as provided in Article VI. Any Forfeitures remaining after the reinstatement of Accounts and allocations under Article VI shall be applied to the payment of Plan administrative expenses under Sec. 11.5.
|
(2)
|
If a former Participant whose Account was forfeited under paragraph (1) or (3) is subsequently reemployed before the Participant incurs a Recognized Break In Service of at least 60 months duration, a separate Account shall be reinstated for the Participant, to which the Participant shall be entitled in accordance with the provisions of this Article IX upon subsequent Termination of Employment, subject to the provisions of paragraph (3). The value of such Account as of the date it is reinstated shall be equal to the amount that was recognized as a Forfeiture pursuant to paragraph (1). The reinstated Account shall be funded as provided in paragraph (4).
|
(3)
|
Upon the subsequent Termination of Employment of a Participant referred to in paragraph (2), if the Participant is not 100% vested in a reinstated Account at such subsequent Termination of Employment, the benefit to which the Participant shall be entitled therefrom shall be determined as of the Valuation Date coincident with or otherwise last preceding the Participant’s Termination of Employment, as follows:
|
(A)
|
To the value of such Account determined as of such Valuation Date there shall be added the amount of the benefit from such Account to which the Participant became entitled as a result of the Participant’s prior Termination of Employment.
|
(B)
|
The applicable vested percentage from the vesting schedule shall be applied to such sum.
|
(C)
|
From the result obtained in (B), there shall be subtracted the amount added to the value of the Account under (A).
|
(4)
|
The amount required to reinstate an Account pursuant to paragraph (2) shall be provided from the following sources in the priority indicated:
|
(A)
|
Amounts forfeited under this subsection (b).
|
(B)
|
Employer contributions for the Plan Year.
|
(c)
|
If the Participant has had a Recognized Break In Service of at least 60 months duration, for purposes of determining the vested portion of a Matching Account attributable to service before such break, Elapsed Time after the Participant’s break in service shall not be taken into account.
|
(d)
|
If an amendment to the Plan changes the vesting schedule of the Plan, each Participant having not less than three years of Elapsed Time by the end of the election period with respect to such amendment shall be permitted within such election period to elect to have his or her vested percentage computed under the Plan without regard to such amendment. Each such election shall be made in writing by filing with the Company within the election period a form available from the Company for the purpose. The election period shall be a reasonable period determined by the Company commencing not later than the date the amendment is adopted and shall be in conformance with any applicable regulation prescribed by the Secretary of Labor or the Secretary of the Treasury. Notwithstanding the foregoing, no election need be provided for any Participant whose vested percentage under the Plan, as amended, cannot at any time be less than the Participant’s vested percentage determined without regard to such amendment. With respect to benefits accrued as of the later of the adoption or effective date of the amendment, the vested percentage of each Participant will be the greater of the vested percentage under the old vesting schedule or the vested percentage under the new vesting schedule.
|
(e)
|
The benefit under this section shall be paid at the times and in the manner determined under Article X.
|
(f)
|
Notwithstanding the foregoing provisions of this Sec. 9.2:
|
(1)
|
The Vested Percentage of a Participant who was employed by North Star Real Estate Services, Inc. or North Star Title, Inc. on the day before the closing of the sale of North Star Real Estate Services, Inc. and North Star Title, Inc. to General American Corporation shall be 100%, regardless of the Participant’s Years of Vesting Service.
|
(2)
|
The Vested Percentage of a “Rochester Participant” will be 100%; provided, however, that if the Plan Administrator determines that the application of this paragraph to one or more Highly Compensated Employees (as defined in Sec. 5.5(b)) would cause the Plan to violate the nondiscrimination requirements of Code section 401(a), then this paragraph will not apply to
|
(3)
|
The Vested Percentage of a Participant who was employed at the Saginaw/Bay City/Battle Creek Michigan branches of TCF National Bank on the date before the closing of the sale of the Saginaw/Bay City branches to Independent Bank and the Battle Creek branches to Independent Bank of South Michigan on or about March 23, 2007 shall be 100%, regardless of the Participant’s Years of Vesting Service.
|
(4)
|
The Vested Percentage of a Participant who is employed at a Colorado branch of TCF National Bank on the date such branch is closed, and whose Termination of Employment occurs on the date of such closing, shall be 100%, regardless of the Participant’s Years of Vesting Service; provided, however, that this paragraph (4) shall only apply in the case of a branch closing that occurs on or after June 8, 2008 and prior to July 15, 2008.
|
(g)
|
TCF Financial Stock that was allocated to a Participant’s Account from the Unallocated Reserve will be forfeited only after forfeiture of other assets, if any, allocated to the Participant’s Account under the stock bonus portion of the Plan that constitutes an employee stock ownership plan under 4975(e)(7) of the Code.
|
(a)
|
The benefit to which a Participant or Beneficiary may become entitled under the provisions of Article IX shall be distributed to such Participant or Beneficiary in a single distribution as soon as reasonably feasible after the Participant’s Termination of Employment or commencement of payments under a Participating Employer’s long-term disability program, except that if the value of the Participant’s benefit (disregarding the value of any Rollover Account) exceeds $5,000, the Participant’s consent shall be obtained before the benefit is distributed. The Plan Administrator shall notify the Participant of the right to defer a distribution, which notice shall include a general description of the material features, and an explanation of the relative values, of any optional forms of benefit available under the Plan. The notice shall also include a description of the consequences of failing to defer receipt of the distribution. Such notice shall be provided no less than 30 days, and no more than 90 days, prior to the date of distribution; provided, that a distribution may commence less than 30 days (but not less than seven days) after the notice is provided if:
|
(1)
|
the Plan Administrator clearly informs the Participant that the Participant has a right to a period of at least 30 days after receiving the notice to consider whether to elect a distribution (and, if applicable, a particular distribution option); and
|
(2)
|
the Participant, after receiving the notice, affirmatively elects a distribution.
|
(b)
|
In all events, distribution must commence or recommence in such amounts necessary to comply with the required distribution rules of Code section 401(a)(9) (including the incidental death benefit rules of Code section 401(a)(9)(G)) no later than:
|
(1)
|
April 1 of the calendar year in which the Participant attains age 70½, in the case of a Participant who attained age 70½ prior to January 1, 1998; or
|
(2)
|
April 1 of the calendar year following the later of the calendar year in which the Participant attains age 70½ or the calendar year in which the Participant’s Termination of Employment or disability occurs, in the case of a Participant who attains age 70½ on or after January 1, 1998;
|
(c)
|
Payments commencing prior to January 1, 1999 pursuant to subparagraph (b)(1) to a Participant who is not a 5-percent owner and who had not retired on January 1, 1999 shall be suspended until they are required to recommence pursuant to subparagraph (b)(2), unless the Participant elects an earlier distribution pursuant to Sec. 10.8.
|
(d)
|
If a Participant dies before receiving distribution of his benefit from the Plan, the Participant’s benefit shall be distributed in a single distribution to his Beneficiary within 5 years after the Participant’s death.
|
(a)
|
cash;
|
(b)
|
shares of TCF Financial Stock; or
|
(c)
|
marketable securities (as defined in section 731(c)(2) of the Code) in which the Participant’s Account is invested pursuant to Sec. 11.11 at the time of the distribution;
|
(a)
|
Application for the withdrawal shall be submitted in writing to the Director of Benefits of the Company prior to the requested date of the withdrawal. The withdrawal shall be distributed on or as soon as practicable after the requested withdrawal date. No more than two withdrawals may be made in any Plan Year.
|
(b)
|
The amount withdrawn under this section shall not exceed the value of the Participant’s After‑tax Account. Prior to April 1, 2006, each such withdrawal shall result in a suspension of After‑tax Contributions to the Plan for at least 6 months after the withdrawal except if the withdrawal would qualify for a financial hardship under Sec. 10.5 no suspension shall occur. Resumption of contributions may thereafter be made pursuant to Sec. 5.1.
|
(c)
|
Withdrawals from an Account shall be made in TCF Financial Stock, or in cash, as the Participant shall elect
|
(d)
|
Each Participant’s After‑tax Pre 87 Account shall be considered a “separate contract” for purposes of Code section 72(d). If a Participant has an After‑tax Pre 87 Account, withdrawals from the Participant’s After-tax Accounts shall be paid as follows:
|
(1)
|
After-tax Contributions credited to the After-tax pre 87 Account shall be paid before any investment earnings on such contributions are paid, and before any amounts are paid from the After-tax Post 86 Account
|
(2)
|
Investment earnings on After-tax Contributions credited to the After-tax pre 87 Account shall then be paid before any additional amounts are paid from the After-tax Post 86 Account.
|
(e)
|
Notwithstanding anything in this Sec. 10.4 to the contrary, a Participant who is subject to “short swing profits” liability under Section 16 of the Securities Exchange Act of 1934 shall not receive a cash withdrawal from the portion (if any) of the Participant’s After‑tax Account that is invested in the TCF Financial Stock Fund under this Section less than six months after the Participant has made a discretionary purchase of TCF Stock under any other plan of such Participant’s Participating Employer. This subsection (e) shall be construed consistently with requirements under Section 16 of said Act, and shall not be construed to apply to distributions permissible under Sec. 10.1 on account of termination of employment, disability, retirement or death.
|
(a)
|
Application for the withdrawal shall be submitted in accordance with procedures established by the Company prior to the requested date of the withdrawal. The withdrawal shall be distributed on or as soon as practicable after the requested withdrawal date. A withdrawal shall be approved only if it is made after an event described in subsection (b), (c), (d), (e) or (f), and the withdrawal complies with subsections (a), (g), (h) and (i) of this section.
|
(b)
|
The Participant has attained age 59½ prior to the date as of which the withdrawal is made.
|
(c)
|
All of the following requirements are met:
|
(1)
|
The Participant has obtained all distributions or withdrawals (other than withdrawals pursuant to this subsection (c)), if any, currently available to such Participant under all plans maintained by a Participating Employer.
|
(2)
|
The withdrawal is on account of an immediate and heavy financial need of the Participant. For purposes of this section, immediate and heavy financial need is any one of the following:
|
(A)
|
Expenses for (or necessary to obtain) medical care that would be deductible under Code section 213(d) (determined without regard to whether the expenses exceed 7.5% of adjusted gross income);
|
(B)
|
Purchase (excluding mortgage payments) of a principal residence for the Participant;
|
(C)
|
Payment of tuition, related educational fees, and room and board expenses, for the next year of post-secondary education for the Participant, the Participant’s spouse, children or dependents (as defined in Code section 152, without regard to Code section 152(b)(1), (b)(2), or (d)(1)(B));
|
(D)
|
The need to prevent eviction of the Participant from the Participant’s principal residence or foreclosure on the mortgage of the Participant’s principal residence;
|
(E)
|
Payments for burial or funeral expenses for the Participant’s deceased parent, spouse, children or dependents (as defined in Code section 152, without regard to Code section 152(d)(1)(B)); or
|
(F)
|
Expenses for the repair of damage to the Participant’s principal residence that would qualify for the casualty deduction under Code
|
(G)
|
Expenses and losses (including loss of income) incurred by the Participant on account of a disaster declared by the Federal Emergency Management Act (FEMA) under the Robert T. Safford Disaster Relief and Emergency Assistance Act, provided that the Participant’s principal residence or principal place of employment at the time of the disaster was located in an area designated for individual assistance with respect to the disaster.
|
(3)
|
The amount of withdrawal is not in excess of the amount of the immediate and heavy financial need of the Participant; provided, however, that the amount of the distribution may include any amounts determined by the Plan Administrator to be necessary to pay any federal, state or local income taxes or penalties reasonably expected to result from the distribution.
|
(4)
|
The Participant must represent that the distribution is necessary because the Participant has insufficient cash or other liquid assets reasonably available to satisfy the need.
|
(d)
|
Termination of the Plan without establishment of a successor plan.
|
(e)
|
Withdrawals from an Account shall be made in TCF Financial Stock, or in cash, as the Participant shall select.
|
(f)
|
Withdrawals under this Section shall be made may be made from the Participant’s Pre-Tax Account or Roth 401(k) Account, as the Participant shall select. In the absence of such selection, withdrawals under this Section shall be made first from the Participant’s Pre-Tax Account.
|
(g)
|
Notwithstanding anything to the contrary in this section, it is intended to permit withdrawals only under circumstances or requirements which are allowable for plans qualified under Code section 401(k). If any inconsistency should develop between the provisions of this Section and the provisions of regulations issued under Code section 401(k), the provisions of this Section shall be revised, deleted, or interpreted, on a retroactive basis if necessary, in compliance with such regulations.
|
(h)
|
Also notwithstanding anything in this Sec. 10.5 to the contrary, a Participant who is subject to “short swing profits” liability under Section 16 of the Securities and Exchange Act of 1934 shall not receive a cash withdrawal from the portion (if any) of the Participant’s Pre-Tax Account that is invested in the TCF Financial Stock Fund under this Section less than six months after the Participant has made a discretionary purchase of TCF Stock under any other plan of such Participant’s Participating Employer. This subsection (h) shall be construed consistent with requirements under Section 16 of said Act, and shall not be construed to apply to distributions permissible
|
(a)
|
A Participant who has withdrawn the total value of the Participant’s After-tax Accounts may withdraw all or a part of the Participant’s Pre-tax Rollover Account or Roth Rollover Account at any time.
|
(b)
|
A Participant who has withdrawn the total value of the Participant’s After-tax Accounts may withdraw all or a part of the vested portion of the Participant’s Matching Account or 100% Vested Company Money Account, if any of the following requirements is met:
|
(1)
|
The Participant attained age 55 prior to the date as of which the withdrawal is made.
|
(2)
|
The Participant has completed five or more years of Plan participation (including participation in the Republic ESOP or the Great Lakes Bancorp ESOP) prior to the date as of which the withdrawal is made.
|
(3)
|
The withdrawal meets the requirements of Sec. 10.5 for a hardship withdrawal.
|
(4)
|
Also notwithstanding anything in this Sec. 10.6 to the contrary, a Participant who is subject to “short swing profits” liability under Sec. 16 of the Securities and Exchange Act of 1934 shall not receive a withdrawal under this Section less than six months after the Participant has made a discretionary purchase of TCF Stock under any other plan of such Participant’s Participating Employer. This paragraph (4) shall be construed consistent with requirements under Sec. 16 of said Act, and shall not be construed to apply to distributions permissible under Sec. 10.1 on account of termination of employment, disability, retirement or death.
|
(c)
|
A withdrawal under Section 10.6(b) (except a withdrawal qualifying as a financial hardship under subsection (b)(3) of this Section) shall be permitted no earlier than the fifth annual anniversary after the last previous such withdrawal.
|
(d)
|
Notwithstanding the foregoing provisions of this section, a Participant shall not be permitted to make a withdrawal from the Participant’s Post-2015 Matching Account prior to the earlier of (i) the date the Participant has a severance of employment or (ii) the date the Participant attains age 59½.
|
(a)
|
Death Benefits. In the case of a death occurring on or after January 1, 2007, if a Participant dies while performing qualified military service (as defined in Code section 414(u), the Participant's Beneficiary is entitled to any additional benefits provided under the Plan as if the Participant had resumed employment and then terminated employment on account of death.
|
(i)
|
an individual receiving a differential wage payment, as defined by Code section 3401(h)(2), is treated as an employee of the employer making the payment;
|
(ii)
|
the differential wage payment is treated as Basic Compensation and compensation for purposes of Code section 415(c)(3) and Section 1.415(c)-2 of the Income Tax Regulations.
|
(iii)
|
the Plan is not treated as failing to meet the requirements of any provision described in Code section 414(u)(1)(c) by reason of any contribution or benefit which is based on the differential wage payment. The Plan Administrator may operationally determine, for purposes of the provisions described in Code section 414(u)(1)(C), whether to take into account any 401(k) Contributions or Matching Contributions attributable to differential wage payments. This subparagraph applies only if all employees performing service in the uniformed services described in Code section 3401(h)(2)(A) are entitled to receive differential wage payments on reasonably equivalent terms and entitled to make contributions to the Plan based on such differential wage payments on reasonably equivalent terms (as determined by Code sections 410(b)(3), (4) and (5)).
|
(c)
|
Deemed Severance. Notwithstanding the provisions of Section 10.7(a), if a Participant performs service in the uniformed services (as defined in Code section 414(u)(12)(B) on active duty for a period of more than 30 days, the Participant will be deemed to have a severance from employment solely for purposes of eligibility for distribution of the Participant's Pre-Tax Account or Roth 401(k) Account under the Plan. However, the Plan will not distribute such a Participant's Pre-Tax Account or Roth 401(k) Account due to this deemed severance from employment unless the Participant specifically elects to receive a distribution from their Account. If a Participant elects to receive a distribution on account of the deemed severance, then the Participant may not make a 401(k) Contributions or other employee contribution during the six-month period beginning on the date of the distribution. If a Participant would be entitled to a distribution on account of a deemed severance, and a distribution on account of another Plan provision, the other Plan provision will control and the six-month suspension will not apply.
|
(a)
|
the enforcement of a federal tax levy pursuant to Code section 6331; or the collection by the United States on a judgment relating to an unpaid tax assessment;
|
(b)
|
a recovery by the Plan of overpayments of benefits previously paid to a Participant or Beneficiary;
|
(c)
|
an arrangement for the direct deposit of benefit payments to an account in a bank, savings and loan association or credit union, provided such arrangement is not part of an arrangement constituting an assignment or alienation;
|
(d)
|
a waiver or release of claims that is made or given by a Participant or Beneficiary in favor of the Plan, the Plan Administrator, or the Trustee; in favor of the Company or an Affiliate; or in favor of any shareholder, partner, director, officer, employee, fiduciary, or agent of the Plan, the Plan Administrator, the Trustee, the Company or an Affiliate; or
|
(e)
|
a disclaimer of benefits that is made by a Beneficiary in accordance with the requirements of Code section 2518 and applicable state law.
|
(a)
|
The put option shall be exercisable only by the distributee (whether the Participant or a Beneficiary), any person to whom the shares of TCF Financial Stock have passed by gift from the distributee and any person (including an estate or the distributee from an estate) to whom the shares of TCF Financial Stock passed upon the death of the distributee (hereinafter referred to as the “holder”).
|
(b)
|
The put option must be exercised during the 60-day period beginning on the date the shares of TCF Financial Stock are first distributed by the Plan or during a 60-day period in the Plan Year following the Plan Year in which the shares of TCF Financial Stock are distributed. The period during which the put option is exercisable shall not include any time when a holder is unable to exercise the put option because the Company is prohibited from honoring the put option by federal or state law.
|
(c)
|
To exercise the put option, the holder shall notify the Company in writing that the put option is being exercised. The Company shall determine whether or not it is precluded from honoring the put option by federal or state law, and shall so notify the Participant.
|
(d)
|
Upon receipt of such notice, the Company shall tender to the holder the fair market value either in a lump sum or substantially equal installments (bearing a reasonable rate of interest and providing adequate security to the holder) over a period beginning within 30 days following the date the put option is exercised and ending not more than five years after the date the put option is exercised.
|
(e)
|
The Plan is not bound to purchase TCF Financial Stock pursuant to the put option, but the Funding Agency may cause the Plan to assume the Company’s rights and obligations to acquire TCF Financial Stock under the put option.
|
(f)
|
For the purposes of subsection (d), fair market value shall be determined in good faith and on the basis of all relevant factors for determining the fair market value of securities and in accordance with the requirements of 26 C.F.R. § 54.4975‑11(d)(5). In addition, TCF Financial Stock shall be valued by an independent appraiser meeting the requirements of Code section 170 in accordance with the requirements of Code section 401(a)(28). In the case of a transaction between the Plan and a disqualified person, fair market value must be determined as of the date of the transaction. In all other cases, fair market value shall be determined as of the most recent Valuation Date.
|
(g)
|
For the purposes of this section, a “trading limitation” on a security is a restriction under any federal or state securities law, any regulation thereunder, or an agreement affecting the security which would make the security not as freely tradable as one not subject to such restrictions.
|
(a)
|
“Eligible rollover distribution.” An eligible rollover distribution is any distribution of all or any portion of the balance to the credit of the distributee, except that an eligible rollover distribution does not include: (1) any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the distributee or the joint lives (or joint life expectancies) of the distributee and the distributee’s designated beneficiary, or for a specified period of ten years or more; (2) any distribution to the extent such distribution is required under section 401(a)(9) of the Code; (3) any hardship distribution (as described in section 401(k)(2)(B)(i)(IV) of the Code) that is made after December 31, 1998; (4) the portion of any distribution that is not includible in gross income of the recipient (determined without regard to the exclusion for net unrealized appreciation with respect to employer securities); and (5) any other distributions that are reasonably expected to total less than $200 during a year; provided, however, that in the case of a distribution to a designated beneficiary who is not the employee’s surviving spouse, the distribution must be made in the form of a direct trustee-to-trustee transfer to an eligible retirement plan. A portion of a distribution shall not fail to be an eligible rollover distribution merely because the portion consists of after-tax employee contributions that are not includible in gross income. However, such portion may be paid only to an individual retirement account or annuity described in Code section 408(a) or (b), or to a qualified defined contribution plan described in Code sections 401(a) or 403(a), or an annuity contract described in Code section 403(b), that agrees to separately account for amounts so transferred, including separately accounting for the portion of such distribution that is includible in gross income and the portion of such distribution that is not so includible.
|
(b)
|
“Eligible retirement plan.” An eligible retirement plan is an individual retirement account described in section 408(a) of the Code, an individual retirement annuity described in section 408(b) of the Code, an annuity plan described in section 403(a) of the Code, or a qualified trust described in section 401(a) of the Code, that accepts the distributee’s eligible rollover distribution. An eligible retirement plan shall also mean an annuity contract described in Code section 403(b) and an eligible plan under Code section 457(b) that is maintained by a state, political subdivision of a state, or
|
(c)
|
“Distributee.” A distributee includes an employee or former employee. In addition:
|
(1)
|
the employee’s or former employee’s surviving spouse and the employee’s or former employee’s spouse or former spouse who is the alternate payee under a qualified domestic relations order, as defined in section 414(p) of the Code, are distributees with regard to the interest of the spouse or former spouse; and
|
(2)
|
the designated beneficiary (as defined in Code section 401(a)(9)(E), including trusts maintained for the benefit of one or more designated beneficiaries to the extent permitted by Treasury regulations) of an employee or former employee is a distributee with regard to the interest of the designated beneficiary.
|
(d)
|
“Direct rollover.” A direct rollover is a payment by the Plan to the eligible retirement plan specified by the distributee.
|
(a)
|
General Rules.
|
(1)
|
Precedence. The requirements of this Section 10.20 will take precedence over any inconsistent provisions of the Plan; however, the provisions of this Section will not create any distribution option that is not otherwise available under the Plan.
|
(2)
|
Requirements of Treasury Regulations Incorporated. All distributions required under this Section 10.20 will be determined and made in accordance with the Treasury Regulations under Code section 401(a)(9).
|
(3)
|
TEFRA Section 242(b)(2) Elections. Notwithstanding the other provisions of this Section 10.20, distributions may be made under a designation made before January 1, 1984, in accordance with Section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act (“TEFRA”) and the provisions of the Plan that relate to Section 242(b)(2) of TEFRA.
|
(b)
|
Time and Manner of Distribution.
|
(1)
|
Required Beginning Date. The Participant’s entire interest will be distributed, or begin to be distributed, to the Participant no later than the Participant’s Required Beginning Date.
|
(2)
|
Death of Participant Before Distributions Begin. If the Participant dies before distributions begin, the Participant’s entire interest will be distributed by December 31 of the calendar year containing the fifth anniversary of the Participant’s death. For purposes of this subsection (b)(2) and subsection (d), distributions are considered to begin on the Participant’s Required Beginning Date.
|
(3)
|
Forms of Distribution. Unless the Participant’s interest is distributed in the form of an annuity purchased from an insurance company or in a single sum on or before the Required Beginning Date, as of the first Distribution Calendar Year distributions will be made in accordance with subsections (c) and (d). If the Participant’s interest is distributed in the form of an annuity purchased from an insurance company, distributions thereunder will be made in accordance with the requirements of Code section 401(a)(9) and the Income Tax Regulations.
|
(c)
|
Required Minimum Distributions During Participant’s Lifetime.
|
(1)
|
Amount of Required Minimum Distribution for Each Distribution Calendar Year. During the Participant’s lifetime, the minimum amount that will be distributed for each Distribution Calendar Year is the lesser of:
|
(A)
|
the quotient obtained by dividing the Participant’s Account Balance by the distribution period in the Uniform Lifetime Table set forth in Section 1.401(a)(9)-9 of the Income Tax Regulations, using the Participant’s age as of the Participant’s birthday in the Distribution Calendar Year; or
|
(B)
|
if the Participant’s sole Designated Beneficiary for the Distribution Calendar Year is the Participant’s spouse, the quotient obtained by dividing the Participant’s Account Balance by the number in the Joint and Last Survivor Table set forth in Section 1.401(a)(9)-9 of the Treasury Regulations, using the Participant’s and spouse’s attained ages as of the Participant’s and spouse’s birthdays in the Distribution Calendar Year.
|
(2)
|
Lifetime Required Minimum Distributions Continue Through Year of Participant’s Death. Required minimum distributions will be determined under this subsection (c) beginning with the first Distribution Calendar Year and up to and including the Distribution Calendar Year that includes the Participant’s date of death.
|
(d)
|
Required Minimum Distributions After Participant’s Death.
|
(1)
|
Death on or After Date Distributions Begin.
|
(A)
|
Participant Survived by Designated Beneficiary. If the Participant dies on or after the date distributions begin and there is a Designated Beneficiary, the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s Account Balance by the longer of the remaining Life Expectancy of the Participant or the remaining Life Expectancy of the Participant’s Designated Beneficiary, determined as follows:
|
(i)
|
The Participant’s remaining Life Expectancy is calculated using the age of the Participant in the year of death, reduced by one for each subsequent year.
|
(ii)
|
If the Participant’s surviving spouse is the Participant’s sole Designated Beneficiary, the remaining Life Expectancy of the surviving spouse is calculated for each Distribution Calendar Year after the year of the Participant’s death using the surviving spouse’s age as of the spouse’s birthday in that year. For Distribution Calendar Years after the year of the surviving spouse’s death, the remaining Life Expectancy of the surviving spouse is calculated using the age of the surviving spouse as of the spouse’s birthday in the calendar year of the
|
(iii)
|
If the Participant’s surviving spouse is not the Participant’s sole Designated Beneficiary, the Designated Beneficiary’s remaining Life Expectancy is calculated using the age of the Beneficiary in the year following the year of the Participant’s death, reduced by one for each subsequent year.
|
(B)
|
No Designated Beneficiary. If the Participant dies on or after the date distributions begin and there is no Designated Beneficiary as of September 30 of the year after the year of the Participant’s death, the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s Account Balance by the Participant’s remaining Life Expectancy calculated using the age of the Participant in the year of death, reduced by one for each subsequent year.
|
(2)
|
Death Before Date Distributions Begin. If the Participant dies before distributions begin, the Participant’s entire interest will be distributed by December 31 of the calendar year containing the fifth anniversary of the Participant’s death.
|
(e)
|
Special Rules for Direct Rollover Distributions to Nonspouse Beneficiaries. The following rules apply in the case of a distribution to a nonspouse Beneficiary that is made in the form of a direct rollover pursuant to Sec. 10.19.
|
(1)
|
Death Before Date Distributions Begin. If the Participant dies before his or her Required Beginning Date, the amount eligible for rollover with respect to a nonspouse Beneficiary shall be determined under the five-year rule described in subsection (d)(2). Under this rule, no amount is required to be distributed until the fifth calendar year following the year of the Participant's death. In that year, the entire amount to which the Beneficiary is entitled under the Plan must be distributed.
|
(2)
|
Death On or After Date Distributions Begin. If a Participant dies on or after his or her Required Beginning Date, for the year of the Participant's death, the required minimum distribution is the same as the amount that would have applied if the Participant were still alive and elected a Direct Rollover. For the year after the year of the Participant's death and subsequent years, the applicable distribution period under subsection (d)(l) shall be used to calculate the required minimum distribution. The amount not eligible for rollover shall include all undistributed required minimum distributions for the year in which the direct rollover occurs and any prior year, including years before the Participant's death.
|
(f)
|
2009 Required Minimum Distributions. Notwithstanding the rest of Section 10.20 of the Plan, a Participant or Beneficiary who would have been required to receive required minimum distributions for 2009, but for the enactment of Section 401(a)(9)(H) of the Internal Revenue Code (“2009 RMDs”), and who would have satisfied that requirement by receiving distributions that are (1) equal to the 2009 RMDs or (2) one or more payments in a series of substantially equal distributions (that include the 2009 RMDs) made at least annually and expected to last for the life (or life expectancy) of the Participant, the joint lives (or joint life expectancy) of the Participant and the Participant’s designated Beneficiary, or for a period of at least 10 years (“Extended 2009 RMDs”), will receive those distributions for 2009 unless the Participant or Beneficiary chooses not to receive such distributions. Participants and Beneficiaries described in the preceding sentence will be given the opportunity to elect to stop receiving the distributions described in the preceding sentence. In addition, a direct rollover will be offered only for distributions that would be Eligible Rollover Distributions (as described in Section 10.8 of the Plan) without regard to Section 401(a)(9)(H) of the Internal Revenue Code.
|
(g)
|
Definitions.
|
(1)
|
Designated Beneficiary. The individual who is designated as the Beneficiary under Article VIII of the Plan and is the Designated Beneficiary under Code section 401(a)(9) and Section 1.401(a)(9)-1, Q&A-4 of the Income Tax Regulations.
|
(2)
|
Distribution Calendar Year. A calendar year for which a minimum distribution is required. For distributions beginning before the Participant’s death, the first Distribution Calendar Year is the calendar year immediately preceding the calendar year which contains the Participant’s Required Beginning Date. For distributions beginning after the Participant’s death, the first Distribution Calendar Year is the calendar year in which distributions are required to begin under subsection (b)(2). The required minimum distribution for the Participant’s first Distribution Calendar Year will be made on or before the Participant’s Required Beginning Date. The required minimum distribution for other Distribution Calendar Years, including the required minimum distribution for the Distribution Calendar Year in which the Participant’s Required Beginning Date occurs, will be made on or before December 31 of that Distribution Calendar Year.
|
(3)
|
Life Expectancy. Life Expectancy as computed by use of the Single Life Table in Section 1.401(a)(9)-9 of the Income Tax Regulations.
|
(4)
|
Participant’s Account Balance. The Account balance as of the last Valuation Date in the calendar year immediately preceding the Distribution Calendar Year (valuation calendar year) increased by the amount of any contributions made and allocated or Forfeitures allocated to the Account balance as of dates in the valuation calendar year after the Valuation Date and decreased by distributions made in the valuation calendar year after the Valuation Date.
|
(5)
|
Required Beginning Date. The date specified in Section 10.1(b)(2) of the Plan.
|
(a)
|
If any contribution or portion thereof is made by a Participating Employer by a mistake of fact, the Funding Agency shall, upon written request of the Company, return such contribution to the Participating Employer within one year after the payment of the contribution to the Funding Agency; however, earnings attributable to such contribution or portion thereof shall not be returned to the Participating Employer but shall remain in the Fund, and the amount returned to the Participating Employer shall be reduced by any losses attributable to such contribution or portion thereof.
|
(b)
|
Contributions by the Participating Employers are conditioned upon the deductibility of each contribution under Code section 404. To the extent the deduction is disallowed, the Funding Agency shall, upon written request of the Company, return such contribution to the Participating Employer within one year after the disallowance of the deduction; however, earnings attributable to such contribution (or disallowed portion thereof) shall not be returned to the Participating Employer but shall remain in the Fund, and the amount returned to the Participating Employer shall be reduced by any losses attributable to such contribution (or disallowed portion thereof).
|
(c)
|
Contributions (and earnings thereon) by the Participating Employers may be refunded to Participants as provided in Sec. 5.5, Sec. 5.6 or Sec. 5.7.
|
(d)
|
Shares of TCF Financial Stock pledged to secure an Exempt Loan may be distributed to any lender of such an Exempt Loan in order to comply with the terms of such Loan in the event of default on the Loan and foreclosure by the lender on such shares as collateral.
|
(e)
|
Amounts remaining in a suspense account established pursuant to Article VI upon the termination of the Plan shall be returned to the Company after all of the Plan’s liabilities to Participants and their Beneficiaries have been satisfied.
|
(a)
|
Investment in TCF Financial Stock shall be made from time to time by the Funding Agency on the open market through brokers or by purchase from securities dealers or by private purchase at such prices and in such amounts as the Funding Agency may determine in its absolute and uncontrolled discretion; provided, however, that no private purchase of such shares shall be made at a total cost greater than the total cost (including brokers’ fees and other expenses of purchase) of purchasing such shares at the then prevailing price of such shares in the open market, such prevailing price to be determined by the Funding Agency as nearly as practicable, or, if such shares should be listed on a national or regional securities exchange, or on the NASDAQ quotation system, such prevailing price to be the closing price on such exchange or system on the date of such private purchase or, if such shares were not traded on such date, the next subsequent date on which such shares were traded. The Funding Agency is authorized to utilize a number of different broker‑dealers and to utilize staggered purchases as necessary in order to prevent possible increased costs of acquiring TCF Financial Stock if these procedures are not used. The Funding Agency also may, in its discretion, limit the daily volume of its purchases or sales of shares of TCF Financial Stock to the extent that such action is deemed by it to be in the best interest of the Participants.
|
(b)
|
TCF Financial Stock may be purchased from TCF Financial and contributions and contributions hereunder may be made in the form of TCF Financial Stock, provided that no officer or director of the Company, or an associate thereof, receives an allocation of any such shares in contravention of rules or policies of the Comptroller of the Currency or the Federal Deposit Insurance Agency, as the Funding Agency is so advised by the Company. If TCF Financial Stock is purchased from TCF Financial,
|
(c)
|
It is contemplated that from time to time the Funding Agency may hold funds in the TCF Financial Stock Fund temporarily awaiting investment in shares of TCF Financial Stock. Such funds may, pending such investment, be invested in short term securities issued or guaranteed by the United States of America or any agency or instrumentality thereof, or any other investment of a short term nature, including corporate obligations or participations therein, and the Funding Agency’s short term collective investment fund. Any rights, warrants or options issued with respect to TCF Financial Stock held in the Fund shall be exercised or sold as the Funding Agency may determine.
|
(a)
|
distributed to the Participant or Beneficiary in proportion to the Participant’s or Beneficiary’s interest in the TCF Financial Stock Fund as of the record date for the dividend; or
|
(b)
|
reinvested in the TCF Financial Stock Fund for the benefit of the Participant or Beneficiary to whom they would otherwise have been distributed;
|
(a)
|
Leveraged acquisitions of TCF Financial Stock. The Funding Agency, with the prior concurrence of the Company, is authorized to enter into an Exempt Loan. No such loan shall be entered into, however, unless the Company certifies to the Funding Agency that periodic payments due on such loan do not exceed the amounts of reasonably projected employer contributions to the Plan over the period of such loan, as determined by the Company. Also, no such loan shall be entered into if the Company is a lender or guarantees repayment of such loan. Any such loan may be guaranteed by TCF Financial Corporation, however, and TCF Financial Corporation may be a lender of such a loan. The proceeds of any Exempt Loan shall be invested as provided in Sec. 2.12 or 2.14, as applicable. All shares of TCF Financial Stock acquired with the proceeds of an Exempt Loan and held to secure payment of an Exempt Loan shall be credited to the Unallocated Reserve until such time as they are released from such encumbrance. An Exempt Loan may only be repaid by employer contributions to the Plan; employee contributions may not be applied to the repayment of any such loan.
|
(b)
|
Allocation of TCF Financial Stock to Accounts. The shares of TCF Financial Stock which are released from encumbrance on account of loan payments made with Employer Contributions shall be allocated as of the Valuation Date for which the Employer contribution was made, in accordance with Article VI.
|
(c)
|
Disposition of Shares. If shares of TCF Financial Stock which are acquired with the proceeds of an Exempt Loan are sold before being released from the Unallocated Reserve, the proceeds of the sale shall be applied to the payment of principal and interest on the shares which are sold. Shares of TCF Financial Stock that are released from encumbrance as a result of such payments, and any remaining sale proceeds, shall be treated as general investment gain of the Fund and shall be allocated to the Accounts of Participants as of the next Valuation Date in proportion to the balance then credited to each such Account, to the extent that such allocation is determined to be permissible under applicable law at the time of the sale.
|
(d)
|
Application of Dividends. Dividends received on TCF Financial Stock held in the Unallocated Reserve and acquired with the proceeds of an Exempt Loan may be used to repay the Exempt Loan, or may be distributed to Participants pursuant to Sec. 11.7, as the Company so directs. To the extent such dividends are not used to repay an Exempt Loan or distributed to Participants, they shall be treated as general investment gain of the Fund. Such gain shall be applied to the purchase of TCF Financial Stock and allocated to the Accounts of Participants as of the next Valuation Date in proportion to the balance then credited to each such Account.
|
(a)
|
Participant Direction. A Participant, and the Beneficiary of any deceased Participant, may direct the Trustee in the investment of the Contributions made by or on behalf of the Participant, and of the amounts from time to time credited to the Participant’s Accounts, among such investments or investment funds as may be permitted by the Company. Contributions that are made by or on behalf of such a Participant who has not made a valid investment direction shall be invested in the qualified default investment alternative (within the meaning of Department of Labor Regulation § 2550.404c-5) applicable to the Participant as designated by the Company.
|
(b)
|
Investment Options. Participants and Beneficiaries who are permitted to direct the Trustee in the investment of their Accounts may choose from among such investments or investment funds as may be permitted by the Company; provided, that the Plan shall offer at least three investment options in addition to the TCF Financial Stock Fund, each of which is diversified and each of which has materially different risk and return characteristics.
|
(c)
|
Procedures for Directing Investments. Participants’ and Beneficiaries’ investment directions shall be made in accordance with such procedures as shall be established by the Company. It is intended that such procedures will comply with the requirements of ERISA Section 404(c) and Code Section 401(a)(35). As of each Valuation Date, the value of the Accounts of Participants who have directed the investment of their Accounts into investments other than TCF Financial Stock shall be adjusted to reflect the increase or decrease in the value of, and the amount of any income from, such directed investments. The Plan shall provide reasonable divestment and reinvestment opportunities at least quarterly. Furthermore, except as permitted by Code Section 401(a)(35) and the regulations issued thereunder, the Plan may not impose restrictions or conditions on the investment of TCF Financial stock which the Plan does not impose on the investment of other Plan assets.
|
(d)
|
Restrictions on Investment Directions. Notwithstanding anything in this Sec. 11.11 to the contrary, a Participant who is subject to ‘short swing profits’ liability under Section 16 of the Securities and Exchange Act of 1934 will not be permitted to change the investment of his or her existing Account balances in the TCF Financial Stock Fund unless at least six months has expired since the Participant’s last election under this Plan (or under any other plan of a Participating Employer) to effect a ‘Discretionary Transaction’ (as defined in SEC Rule 16b-3) which was:
|
(1)
|
an acquisition of TCF Financial Stock, if the current transaction involves a transfer of funds out of the TCF Financial Stock Fund; or
|
(2)
|
a disposition of TCF Financial Stock, if the current transaction involves a transfer of funds into the TCF Financial Stock Fund.
|
(e)
|
Transferred Loans from Merged Plans. The promissory notes with respect to outstanding Participant loans under the Chemical Financial Corporation 401(k) Savings Plan as of December 31, 2019, shall be allocated as an investment for the Accounts of the applicable Participant, so that the portion of a Participant’s Account or Accounts represented by the outstanding loan principal is segregated for investment purposes. In lieu of sharing in income or losses on investments of the Fund, the segregated portion of the Participant’s Accounts shall be credited with all interest paid by the Participant on the loan. Repayments of principal and interest on a loan shall be reinvested in accordance with the investment designation in effect under subsection (a) for future contributions on the date the repayment is received by the Funding Agency. Such transferred outstanding loans shall continue to be subject to the Chemical Financial Corporation 401(k) Savings Plan Loan Procedures.
|
(a)
|
The Board.
|
(b)
|
The chief executive officer of the Company.
|
(c)
|
Any person or persons, natural or otherwise, department or committee, to whom responsibilities for the operation and administration of the Plan are allocated by the Company, by resolution of the Board, or by written instrument executed by the chief executive officer of the Company and filed with its permanent records, but action of such person or persons, department or committee shall be within the scope of said allocation.
|
(a)
|
Any person or group of persons may serve in more than one fiduciary capacity with respect to the Plan.
|
(b)
|
A Named Fiduciary, or a fiduciary designated by a Named Fiduciary pursuant to the provisions of the Plan, may employ one or more persons to render advice with regard to any responsibility such fiduciary has under the Plan.
|
(c)
|
To the extent permitted by any applicable trust agreement or group annuity contract a Named Fiduciary with respect to control or management of the assets of the Plan may appoint an investment manager or managers, as defined in ERISA, to manage (including the power to acquire and dispose of) any assets of the Plan.
|
(d)
|
At any time that the Plan has more than one Named Fiduciary, if pursuant to the Plan provisions fiduciary responsibilities are not already allocated among such Named Fiduciaries, the Company, by action of the Board or chief executive officer may provide for such allocation; except that such allocation shall not include any responsibility, if any, in a trust agreement to manage or control the assets of the Plan
|
(e)
|
Unless expressly prohibited in the appointment of a Named Fiduciary which is not the Company acting as provided in Sec. 12.1, such Named Fiduciary by written instrument may designate a person or persons other than such Named Fiduciary to carry out any or all of the fiduciary responsibilities under the Plan of such Named Fiduciary; except that such designation shall not include any responsibility, if any, in a trust agreement to manage or control the assets of the Plan other than a power under the trust agreement to appoint an investment manager as defined in ERISA.
|
(f)
|
A person who is a fiduciary with respect to the Plan, including a Named Fiduciary, shall be recognized and treated as a fiduciary only with respect to the particular fiduciary functions as to which such person has responsibility.
|
(1)
|
have the effect of changing the rights, duties, and liabilities of any Funding Agency without its written consent;
|
(2)
|
reduce the nonforfeitable percentage of any Participant’s Accounts; or
|
(3)
|
reduce any Participant’s “Section 411(d)(6) protected benefits,” except to the extent permitted under Code section 411(d)(6).
|
(a)
|
A Participating Employer, by action of its board of directors or other governing body, may terminate the Plan as applicable to such Participating Employer and its employees. After such termination no employee of such employer shall become a Participant and no contributions shall be made by it. The Company, by action of its Board, may terminate the Plan as to all Participating Employers and their employees. Each affected Participant shall be 100% vested in the Participant’s Accounts.
|
(b)
|
If the Plan is terminated as to fewer than all of the Participating Employers, subject to the provisions of paragraph (a), all of the provisions of the Plan shall continue in effect as to the affected Participants, and upon their entitlement thereto distributions shall be made to such Participants in accordance with the provisions of Article X.
|
(c)
|
As soon as administratively feasible following the Plan’s termination as to all of the Participating Employers (or, if later, the date as of which the Internal Revenue Service issues a determination letter to the effect that the termination of the Plan will not adversely affect its tax qualified status), the Company shall establish a date (the “liquidation date”) as of which the Fund shall be valued and all Accounts shall be adjusted in the manner provided in Article VII. Prior to the liquidation date, any unallocated Forfeitures that have not theretofore been applied to the payment of expenses pursuant to Sec. 9.2(b) or allocated pursuant to Sec. 6.5(c) shall be allocated among Participants in the ratio that each Participant’s Compensation during the portion of the Plan Year ending on the liquidation date bears to the aggregate Compensation of all Participants during such period. Subject to the provisions of Sec. 10.5(d), the assets of the Plan shall then be distributed to Participants as provided in Article X hereof as though each Participant’s employment had terminated on the liquidation date.
|
(a)
|
Receipt of a final determination from the Treasury Department or any court of competent jurisdiction regarding the effect of such discontinuance or termination on the qualified status of the Plan under section 401(a) of the Code; and
|
(b)
|
Appropriate adjustment of Accounts to reflect taxes, costs, and expenses, if any, incident to such discontinuance or termination.
|
(a)
|
The Plan is a Top‑Heavy Plan for a Plan Year if either of the following applies:
|
(1)
|
If the top‑heavy ratio for this Plan exceeds 60 percent.
|
(2)
|
If this Plan is part of a required aggregation group of plans and the top‑heavy ratio for this group of plans exceeds 60 percent.
|
(b)
|
The “top‑heavy ratio” shall be determined as follows:
|
(1)
|
If the employer maintains one or more defined contribution plans (including any simplified employee pension plan) and the employer has not maintained any defined benefit plan which during the five‑year period ending on the determination date has had accrued benefits, the top‑heavy ratio for this Plan alone or for the required or permissive aggregation group, as appropriate, is a fraction, the numerator of which is the sum of the account balances of all Key Employees as of the determination date (including any part of any account balance distributed in the five‑year period ending on the determination date), and the denominator of which is the sum of all account balances (including any part of any account balance distributed in the five‑year period ending on the determination date) as of the determination date, both computed in accordance with Code section 416 and the regulations thereunder. Both the numerator and denominator of the top‑heavy ratio shall be adjusted to reflect any contribution not actually made as of the determination date but which is required to be taken into account on that date under Code section 416 and the regulations thereunder.
|
(2)
|
If the employer maintains one or more defined contribution plans (including any simplified employee pension plan) and the employer maintains or has maintained one or more defined benefit plans which during the five‑year period ending on the determination date has had accrued benefits, the top‑heavy ratio for any required or permissive aggregation group, as
|
(3)
|
For purposes of paragraphs (1) and (2), the value of account balances and the present value of accrued benefits will be determined as of the most recent valuation date that falls within the 12‑month period ending on the determination date, except as provided in Code section 416 and regulations thereunder for the first and second plan years of a defined benefit plan. The account balances and accrued benefits of an employee (i) who is not a Key Employee but who was a Key Employee in a prior year, or (ii) who has not been credited with an hour of service with any employer maintaining the plan at any time during the five‑year period ending on the determination date will be disregarded. The calculation of the top‑heavy ratio and the extent to which distributions, rollovers, and transfers are taken into account will be made in accordance with Code section 416 and the regulations thereunder. Deductible employee contributions will not be taken into account for purposes of computing the top‑heavy ratio. When aggregating plans, the value of account balances and accrued benefits will be calculated with reference to the determination dates that fall within the same calendar year. Solely for the purpose of determining whether the Plan, or any other plan included in a required aggregation group of which this Plan is a part, is Top-Heavy, the accrued benefit of a Participant who is not a Key Employee shall be determined under: (A) the method, if any, that uniformly applies for accrual purposes under all plans maintained by the employer; or (B) if there is no such method, as if such benefit accrued not more rapidly than the slowest accrual rate permitted under the fractional accrual rule of Code section 411(b)(1)(C).
|
(4)
|
Any distribution due to severance from employment, death or disability which was made prior to the one-year period ending on the determination date shall be disregarded for purposes of applying this subsection (b). Paragraphs (1) and (2) of this subsection shall also apply to distributions under a terminated plan which, had it not been terminated, would have been aggregated with this Plan under Code section 416(a)(2)(A)(i).
|
(c)
|
“Required aggregation group” means (i) each qualified plan (whether or not terminated) of the employer in which at least one Key Employee participates, and (ii) any other qualified plan of the employer that enables a plan described in (i) to meet the requirements of Code sections 401(a)(4) or 410.
|
(d)
|
“Permissive aggregation group” means the required aggregation group of plans plus any other plan or plans of the employer which, when consolidated as a group with the required aggregation group, would continue to satisfy the requirements of Code sections 401(a)(4) and 410.
|
(e)
|
“Determination date” means, for any Plan Year subsequent to the first Plan Year, the last day of the preceding Plan Year. For the first Plan Year of the Plan, the last day of the year is the determination date.
|
(f)
|
The “determination period” for a Plan Year is the Plan Year in which the applicable determination date occurs and the four preceding Plan Years.
|
(g)
|
The “valuation date” is the last day of each Plan Year and is the date as of which account balances or accrued benefits are valued for purposes of calculating the top‑heavy ratio.
|
(h)
|
For purposes of establishing the “present value” of benefits under a defined benefit plan to compute the top‑heavy ratio, any benefit shall be discounted only for mortality and interest based on the interest rate and mortality table specified in the defined benefit plan for this purpose.
|
(i)
|
An “hour of service” is an hour for which an employee would be entitled to credit for an Hour of Service under Labor Department Regulations Section 2530.200b‑2(a) or (b).
|
(j)
|
If an individual has not performed any services for the employer at any time during the five-year period ending on the determination date with respect to a Plan Year commencing prior to 2002, or during the one-year period ending on the determination date with respect to a Plan Year commencing in 2002 or later, any account balance or accrued benefit for such individual shall not be taken into account for such Plan Year.
|
(a)
|
The minimum amount shall be the amount equal to that percentage of the Participant’s compensation for the Plan Year which is the smaller of:
|
(1)
|
3 percent (which percentage shall be increased to 5 percent for any Plan Year during which the Participant also participates in a Top-Heavy defined benefit plan maintained by a Participating Employer).
|
(2)
|
The percentage which is the largest percentage of compensation allocated to any Key Employee from employer contributions and Forfeitures for such Plan Year.
|
(b)
|
For purposes of this section, a Participant’s compensation for a Plan Year is as defined in Sec. 6.6(c).
|
(c)
|
Elective deferrals made by a Key Employee under a cash or deferred arrangement described in Code section 401(k), and matching contributions (within the meaning of Code section 401(m)) made on behalf of a Key Employee, shall be treated as an employer contribution for the purpose of determining the amount of the minimum contribution required pursuant to this Section. Any employer contribution attributable to an elective deferral or similar arrangement may not be used to satisfy the minimum amount of employer contributions which must be allocated under subsection (a). However, commencing January 1, 2002, Matching Contributions under this Plan (and employer matching contributions under any other plan whose contributions are to be used to satisfy the requirements of subsection (a)) may be used to satisfy the minimum amount of employer contributions which must be allocated under subsection (a). Matching Contributions that are used to satisfy subsection (a) shall be treated as employer matching contributions for purposes of the actual contribution percentage test and other requirements of Code section 401(m).
|
(d)
|
This section shall not apply to any Participant who is covered under any other plan of the employer under which the minimum contribution or minimum benefit requirement applicable to Top‑Heavy Plans will be satisfied.
|
(a)
|
Subject to the following subsections, the vested percentage applied to the Participant’s Accounts attributable to employer contributions shall be determined from the following table:
|
(c)
|
This section shall not apply to a Participant who has no hours of service after the Plan becomes a Top‑Heavy Plan.
|
(d)
|
If the Plan ceases to be a Top‑Heavy Plan and continues to be a non‑Top‑Heavy Plan until the Participant’s Termination of Employment, the Participant’s Accounts attributable to employer contributions for purposes of this section shall not include the portion of such Accounts attributable to employer contributions for periods after such cessation. However, the purposes of Sec. 9.2(e), the vesting schedule of the Plan shall be deemed to have been amended effective as of the first day of the Plan Year following the last Plan Year for which the Plan was a Top‑Heavy Plan.
|
II.
|
Definitions. Whenever used with respect to the Deferred Stock Plan, the following terms shall have the respective meanings set forth below, unless a different meaning is required by the context in which the word is used. When the defined meaning is intended, the term is capitalized.
|
(a)
|
Affiliate; Affiliated Group. “Affiliate” means any entity which is required to be aggregated with TCF Financial as a member of a controlled group of corporations in accordance with IRC § 414(b), or as a trade or business under common control in accordance with IRC § 414(c). The requirements of IRC §§ 414(b) and 414(c) shall be applied using the 80% standard specified therein for all purposes of the Deferred Stock Plan, including, without limitation, for the purpose
|
(b)
|
Change in Control. “Change in Control” with respect to an Employer shall mean a change in ownership with respect to the Employer or TCF Financial (as defined in Treasury Regulation § 1.409A-3(i)(5)(v)), a change in effective control of TCF Financial (as defined in Treasury Regulation § 1.409A-3(i)(5)(vi)) provided, however, that the ownership percentage shall be 50%, or a change in the ownership of a substantial portion of the assets of the Employer or TCF Financial (as defined in Treasury Regulation § 1.409A-3(i)(5)(vii)).
|
(c)
|
Committee. The “Committee” shall consist of the Compensation Committee of the Board of Directors of TCF Financial, or a special sub-committee thereof, which shall consist only of individuals who qualify as independent directors under Rule 303A of the listing standards of the NYSE as applicable to compensation committee members, as non-employee directors under Rule 16b-3 of the Securities and Exchange Commission and as outside directors for purposes of IRC § 162(m).
|
(d)
|
Company. “Company” means TCF Financial.
|
(e)
|
Disability. “Disability” means the Participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under the long-term disability plan of the Participant’s Employer.
|
(f)
|
Eligible Employee. An “Eligible Employee” is an employee of an Employer who is designated as eligible to participate in the Deferred Stock Plan in accordance with the provisions of Article III(a).
|
(g)
|
Employer. “Employer” means TCF Financial and each of its subsidiaries that constitutes an Affiliate.
|
(h)
|
Incentive Plan. “Incentive Plan” means the Amended and Restated TCF Financial Incentive Stock Program (As Amended and Restated October 20, 2008), and as thereafter amended.
|
(i)
|
IRC. The “IRC” is the Internal Revenue Code of 1986, as amended.
|
(j)
|
Participant. A “Participant” is an Eligible Employee who has a TCF Stock Account under the Deferred Stock Plan.
|
(k)
|
Plan Administrator. The “Plan Administrator” of the Deferred Stock Plan is the Committee.
|
(l)
|
Plan Year. The “Plan Year” is the calendar year.
|
(m)
|
Separation from Service. “Separation from Service” means a separation from service as defined under Treasury Regulation § 1.409A-1(h) with respect to the Affiliated Group.
|
(n)
|
TCF Financial. “TCF Financial” or the “Company” is TCF Financial Corporation, a Delaware corporation.
|
(o)
|
TCF Stock. “TCF Stock” is common stock of TCF Financial, par value $.01 per share.
|
(p)
|
TCF Stock Account. “TCF Stock Account” means the account maintained under the terms of this Plan reflecting the deferral of the transfer of TCF Stock awarded to the Participant under the terms of the Incentive Plan.
|
(a)
|
General Eligibility. Employees of an Employer are eligible to participate in the Deferred Stock Plan as determined by the Committee, in its discretion subject to the following:
|
(1)
|
No employee shall be eligible to participate in the Deferred Stock Plan unless the Committee determines that such employee will be for that Plan Year a member of “a select group of management or highly compensated employees” within the meaning of §§ 201(2), 301(a)(3) and 401(a)(1) of ERISA.
|
(2)
|
The Committee shall select such employees for eligibility in the Deferred Stock Plan on a Plan Year by Plan Year basis by promulgating a written statement describing or listing such Eligible Employees. Selection for one Plan Year does not entitle the employee to be selected the next Plan Year. An employee who has been selected by the Committee shall, however, be presumed to be selected for the subsequent Plan Year unless and until the Committee evidences a contrary intention.
|
(b)
|
Specific Exclusions. Notwithstanding anything apparently to the contrary in the this Omnibus Plan document or in any written communication, summary, resolution or document or oral communication, no individual shall be an Eligible Employee in the Deferred Stock Plan, develop benefits under the Deferred Stock Plan or be entitled to receive benefits under the Deferred Stock Plan (either for himself or herself or his or her survivors) unless such individual is a member of “a select group of management or highly compensated employees” within the meaning of §§ 201(2), 301(a)(3) and 401(a)(1) of ERISA. If a court of competent jurisdiction, any representative of the U.S. Department of Labor or any other governmental, regulatory or similar body makes a final determination that an individual is not in “a select group of management or highly compensated employees” within the meaning of §§ 201(2), 301(a)(3) and 401(a)(1) of ERISA, such individual shall no longer be an Eligible Employee in the Deferred Stock Plan.
|
(a)
|
If pursuant to the terms of an award under the Incentive Plan to an Eligible Employee the transfer of TCF Stock to the Eligible Employee is deferred subject to the terms of the Deferred Stock Plan, then the amount awarded to the Eligible Employee shall be credited to the Eligible Employee’s TCF Stock Account under the Deferred Stock Plan. The amount credited to the TCF Stock Account shall be measured in terms of shares of TCF Stock, such that the Participant’s TCF Stock Account shall be deemed to be invested in TCF Stock.
|
(b)
|
The shares credited under each TCF Stock Account are merely a measuring device to determine the amount owed to individual Participants hereunder. The Participant shall not be deemed a TCF Financial shareholder with respect to the amounts credited to the Participant’s TCF Stock Account. Each Participant shall be and remain an unsecured creditor of his or her Employer with respect to any payments due and owing hereunder. If shares of TCF Stock are contributed to or purchased by a grantor trust (of the type commonly known as a “rabbi trust”) to aid in the accumulation of assets for payment of benefits under the Deferred Stock Plan, the Participant shall have no right, title, or interest in such shares of TCF Stock, except as provided under the terms of the applicable trust agreement.
|
(c)
|
In order to apply the vesting rules imposed under the terms of the award under the Incentive Plan, a separate subaccount shall be maintained for each Plan Year in which an award under the Incentive Plan to the Participant is deferred subject to the terms of the Deferred Stock Plan.
|
(d)
|
Any distributions under the Deferred Stock Plan to a Participant with respect to the TCF Stock Account shall be made in the form of an in-kind distribution by the Employer (or the grantor trust described in subsection (b)) of the number of shares of TCF Stock deemed to be held for such Participant’s TCF Stock Account pursuant to the terms of the Deferred Stock Plan, except as provided in subsection (f).
|
(e)
|
The amount credited to the Participant’s TCF Stock Account shall be adjusted to reflect any stock splits or other similar events involving a change in the number or form of outstanding shares of TCF Stock. Adjustments shall be determined in each case by the Committee and the Committee’s determination shall be final.
|
(f)
|
In the event of a Change in Control in which TCF Stock is exchanged for shares of a successor company, or cash, securities or other property, such that TCF Stock is no longer outstanding, the shares of TCF Stock that were deemed to be held under the Participant’s TCF Stock Account upon the closing date shall be deemed to have been exchanged for the same consideration in the Change in Control as shareholders of TCF Stock generally receive in the Change in Control, and such consideration shall become the measure of the amount credited to the Participant’s TCF Stock Account under the Deferred Stock Plan.
|
(g)
|
If any dividends are paid with respect to TCF Stock, then for purposes of IRC § 409A the time and form of payment of such dividends (as earnings on the compensation deferred under this Plan) are treated separately from the time and form of payment of the underlying deferred compensation, as provided in this subsection (g). Notwithstanding any other provision of this subsection (g), no amount shall be paid to the Participant (nor credited to the Participant’s TCF Stock Account) on account of dividends paid with respect to TCF Stock that are paid prior to the date the shares of TCF Stock deemed to be held under the Participant’s TCF Stock Account are vested, so that no earnings (other than any change in share value) accrue under the Deferred Stock Plan with respect to shares credited to a TCF Stock Account prior to the vesting of the shares credited to the account, unless otherwise so provided in the applicable award grant under the Incentive Plan. Subject to the foregoing, a Participant may elect with respect to the shares awarded in any particular Plan Year that the dividend equivalent payable with respect to such shares be paid as provided either under paragraph (1) or paragraph (2) below. If the shares awarded under the Incentive Plan are subject to a vesting requirement of at least 12 months of service, then the election with respect to payment of dividend equivalents for those shares may be made any time not later than 30 days after the date of the
|
(1)
|
If any dividends are paid with respect to TCF Stock, then in lieu of any adjustments to the Participants’ TCF Stock Account under the Plan, except as otherwise elected pursuant to paragraph (2), an amount shall be paid in cash (or in stock, if the dividend is in stock, provided that stock splits in the nature of a stock dividend shall not be distributed) directly to the Participant whose account would otherwise be deemed to be due the deemed dividend, and the Participant’s TCF Stock Account shall not be credited with the deemed dividend. Such dividends generally shall be paid at the same time as paid to shareholders, but not later than the 15th day of the third month following the calendar year for which the dividend is paid.
|
(2)
|
Alternatively, the Participant may elect that if any dividends are paid with respect to TCF Stock, then such amount shall be credited to the Participant’s TCF Stock Account and shall be deemed to be reinvested in additional shares of TCF Stock. Such amount shall then be distributed as provided in Article VI.
|
VI.
|
Distributions.
|
(a)
|
General Distribution Rules. A Participant shall receive payment of his or her vested TCF Stock Account (less applicable withholding), following the lapse of the restrictions with respect to the award, at the time or times specified under the terms of the applicable award grant under the Incentive Plan. Such payment time or times may be a specified date or a fixed schedule; one or more dates following a Separation from Service; or a combination of the foregoing, provided that the payment time or times specified constitute a permissible payment event under Treasury Regulation § 1.409A-3.
|
(b)
|
Change in Control; Death; Disability. Notwithstanding subsection (a):
|
(1)
|
In the event of a Change in Control, the entire vested amount credited to the Participant’s TCF Stock Account shall be distributed to the Participant as soon as administratively feasible following the Change in Control, but not later than the end of the Plan Year in which the Change in Control occurs, or, if later, by the 15th day of the third month following the date of the Change in Control.
|
(2)
|
If Separation from Service occurs as a result of death, the entire vested amount credited to the Participant’s TCF Stock Account shall be distributed to the Participant’s estate within 90 days following the Participant’s death.
|
(3)
|
In the event of a Participant’s Disability, the entire vested amount credited to the Participant’s TCF Stock Account shall be distributed to the Participant 30 days after the conditions for recognizing the Disability have been satisfied.
|
IX.
|
Amendment.
|
(a)
|
The Omnibus Plan may be terminated within 12 months of a corporate dissolution of TCF Financial taxed under IRC § 331, or with the approval of a bankruptcy court pursuant to 11 U.S.C. 503(b)(1)A), provided that the amounts deferred under the Omnibus Plan are included in the Participant’s gross income in the latest of -
|
(1)
|
The calendar year in which the plan termination and liquidation occurs;
|
(2)
|
The first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or
|
(3)
|
The first calendar year in which the payment is administratively practicable.
|
(b)
|
The Omnibus Plan may be terminated pursuant to irrevocable action taken by the Employer within the 30 days preceding or the 12 months following a Change in Control event with respect to TCF Financial. However, any such termination within the 12 months after such a Change in Control shall require the consent of 80% of the participants as required in Article IX (which consent shall only be effective to the extent it does not result in the imposition of an excise tax on any Participant under IRC § 409A). For purposes of this paragraph, the Deferred Stock Plan will be treated as terminated only if all plans sponsored by the Affiliated Group immediately after the time of the Change in Control that are required to be aggregated with the Deferred Stock Plan under Treasury Regulation § 1.409A-1(c) are terminated, so that each Participant in the Deferred Stock Plan and all participants under substantially similar arrangements who experienced the Change in Control event are required to receive all amounts of compensation deferred under the terminated arrangements within 12 months of the date the Employer irrevocably takes all necessary action to terminate and liquidate all of such plans. Solely for purposes of this subsection (b), the Employer with the discretion to terminate the Deferred Stock Plan is the service recipient that is primarily liable immediately after the Change in Control event for the payment of the deferred compensation.
|
(c)
|
The Omnibus Plan may be terminated for any other reason, provided that:
|
(1)
|
the termination does not occur proximate to a downturn in the financial health of the Affiliated Group;
|
(2)
|
all plans sponsored by the Affiliated Group that would be required to be aggregated with this Omnibus Plan under Treasury Regulation § 1.409A-1(c) if the same Employee had deferrals of compensation under all of the plans are terminated and liquidated with respect to all Participants;
|
(3)
|
no payments other than those otherwise payable under the terms of the Omnibus Plan if the termination had not occurred are made within 12 months of the termination of the Omnibus Plan,
|
(4)
|
all payments are made within 24 months of the termination of the Omnibus Plan, and
|
(5)
|
no member of the Affiliated Group adopts a new plan that would be aggregated with any of the terminated plans under Treasury Regulation § 1.409A-1(c) at any time for a period of three years following the date of termination of the Omnibus Plan.
|
(d)
|
Such other events and conditions as the Commissioner of Internal Revenue may prescribe in generally applicable guidance published in the Internal Revenue Bulletin.
|
XI.
|
Accounts under Prior Frozen Plans.
|
XII.
|
Distributions with Respect to Prior Frozen Plans.
|
(a)
|
Notices under this Omnibus Plan to the Employer, TCF Financial or the Committee shall be sent by Certified Mail, Return Receipt Requested to: Compensation Committee, TCF Financial Corporation, c/o General Counsel, TCF Financial Corporation, 200 Lake Street East, Wayzata, MN 55391. Notices under this Omnibus Plan to Eligible Employees or their beneficiaries or survivors shall be sent by Certified Mail to the last known address for such person(s) on the books and records of the Employer.
|
(b)
|
Nothing in this Plan shall change a Participant’s status to anything other than an employee “at will” or otherwise enlarge or modify such Employee’s employment rights or benefits other than as provided herein.
|
(c)
|
Expenses of administering the Omnibus Plan shall be borne by the Employers in proportion to their share of Participants in this Omnibus Plan.
|
(d)
|
A Participant’s benefits under this Omnibus Plan may not be assigned, transferred, pledged or otherwise hypothecated by said Participant or survivor thereof.
|
•
|
Lump Sum -- 30 days after “distribution event” (usually, termination of employment).
|
•
|
Installments -- First installment is 30 days after distribution event. Subsequent installments on February 15th of each succeeding year. Each installment amount is determined by multiplying the account balance on 12/31 of previous year by a fraction of 1/number of remaining installments.
|
Automatic Method of Withholding -- Net Pro rata Against the Distribution: The minimum required withholding (28% federal plus applicable state percentage) will be deducted from each part of the distribution on a pro rata basis by type of asset. Valuation for both the income reported and the withholding will be based on deemed sale price of the investment on February 15th.
|
Alternative Election -- Pay by Check: You may elect to pay the withholding by check. TCF Legal will calculate the amount due on February 15th based on average market values on that date. TCF Legal must receive check before the distribution will be forwarded to you.
|
Alternative Election -- Specify Netting: You may elect to net the withholding against the distribution on some basis other than pro rata. (Example: You specify that 100% of withholding will come from the Diversified Account portion of the distribution.)
|
|
Election Deadline - December 31 of the previous year.
|
Election Deadline - December 31 of the previous year.
|
•
|
Distributions will be sent by U.S. Mail to your home address on file with the TCF Legal Department unless you have provided other delivery instructions in writing. If you have a stock brokerage account, distributions can be sent to it on a same day basis.
|
•
|
These procedures are subject to interpretation and application by the company, whose interpretation is final.
|
•
|
Lump Sum -- 30 days after “distribution event” (usually, termination of employment).
|
•
|
Installments -- First installment is 30 days after distribution event. Subsequent installments on February 15th of each succeeding year. Each installment amount is determined by multiplying the account balance on 12/31 of previous year by a fraction of 1/number of remaining installments.
|
•
|
Distributions will be sent by U.S. Mail to your home address on file with the TCF Legal Department unless you have provided other delivery instructions in writing. If you have a stock brokerage account, distributions can be sent to it on a same day basis.
|
•
|
These procedures are subject to interpretation and application by the company, whose interpretation is final.
|
◦
|
The annual cash retainer was increased from $50,000 to $100,000.
|
◦
|
The annual equity retainer was increased from a grant date fair value of $80,813 to a grant date fair value of $100,000, to be paid in the form of time-based restricted stock units, vesting at the end of each year.
|
◦
|
Directors no longer receive additional compensation for service as Lead Director, Committee member or Chair.
|
◦
|
The Chemical Financial Corporation Directors’ Deferred Stock Plan (DDSP) was terminated in as of December 31, 2019, and replaced by the Legacy TCF Directors Deferred Compensation Plan, which permits voluntary deferrals of both cash and equity retainers.
|
Name
|
Effective prior to August 1, 2019
|
|
Effective August 1, 2020
|
|
|
||
Annual Cash Retainer
|
$
|
50,000
|
|
$
|
100,000
|
|
|
Annual Equity Retainer
|
$
|
80,813
|
|
$
|
100,000
|
|
|
Lead Independent Director Retainer
|
$
|
30,000
|
|
$
|
--
|
|
|
Annual Cash Retainers for Audit Committee Service
|
$
|
25,000(1)
|
|
$
|
--
|
|
|
|
$
|
12,500(2)
|
|
|
|
|
|
Annual Cash Retainers for ALCO and Risk Management Committee
|
$
|
20,000(1)
|
|
$
|
--
|
|
|
|
$
|
7,500(2)
|
|
|
|
|
|
Annual Cash Retainers for Compensation and Pension Committee Service
|
$
|
20,000(1)
|
|
$
|
--
|
|
|
|
|
10,000(2)
|
|
|
|
|
|
Per Meeting Cash Retainer for BSA Committee Service
|
$
|
750
|
|
$
|
--
|
|
|
Annual Cash Retainers for Service on All Other Board Committees
|
$
|
15,000(1)
|
|
$
|
--
|
|
|
|
|
7,500(2)
|
|
|
|
|
|
◦
|
Employee Directors (Messrs. Dahl, Provost, Torgow and formerly Shafer) are not compensated for service as Directors.
|
◦
|
TCF offers the TCF Matching Gift Program to supplement donations made by non-employee Directors to charitable organizations of their choice up to a maximum of $20,000 annually.
|
◦
|
Stock Ownership Guidelines:
|
-
|
Non-employee Directors are required to own shares of TCF common stock worth an amount equal to five times their cumulative cash and equity retainers.
|
-
|
All shares of TCF common stock owned directly or indirectly by a Director will be considered in determining whether the Stock Ownership Guidelines have been met. Stock options will not be counted toward the Stock Ownership Guidelines.
|
-
|
Directors have until the fifth anniversary of their appointment to the Board to reach the applicable target ownership level.
|
-
|
Indemnification rights are provided to Directors under TCF’s Certificate of Incorporation and Bylaws, to the extent authorized under Michigan Business Corporation Act and TCF maintains Directors and Officers Insurance.
|
-
|
TCF reimburses Directors for travel and other expenses to attend Board meetings or attend to other Board business as a business expense.
|
Subsidiary
|
State of Incorporation
|
Names under which Subsidiary Does Business
|
Gateway One Lending & Finance, LLC
|
Delaware
|
Gateway One Lending & Finance, LLC
|
First of Huron Capital Trust I
|
Delaware
|
First of Huron Capital Trust I
|
First Place Capital Trust
|
Delaware
|
First Place Capital Trust
|
First Place Capital Trust II
|
Delaware
|
First Place Capital Trust II
|
First Place Capital Trust III
|
Delaware
|
First Place Capital Trust III
|
Red Iron Acceptance, LLC
|
Delaware
|
Red Iron Acceptance, LLC
|
TCF Agency Insurance Services, Inc.
|
Minnesota
|
TCF Agency Insurance Services, Inc.
|
TCF Auto Receivables, LLC
|
Delaware
|
TCF Auto Receivables, LLC
|
TCF Bank International, Inc.
|
Organized under Federal Law
|
TCF Bank International, Inc.
|
TCF Commercial Finance Australia Pty Ltd
|
Australia
|
TCF Commercial Finance Australia Pty Ltd
|
TCF Commercial Finance Canada, Inc.
|
Canadian Federal Corporation
|
TCF Commercial Finance Canada, Inc.
Financement Commercial TCF Canada, Inc. |
TCF Commercial Finance New Zealand Limited
|
New Zealand
|
TCF Commercial Finance New Zealand Limited
|
TCF Commercial Finance, LLC
|
Minnesota
|
TCF Commercial Finance, LLC
|
TCF Foundation
|
Minnesota
|
TCF Foundation
|
TCF Illinois Realty Investments, LLC
|
Minnesota
|
TCF Illinois Realty Investments, LLC
|
TCF International Operations, Inc.
|
Minnesota
|
TCF International Operations, Inc.
|
TCF Inventory Finance, Inc.
|
Minnesota
|
TCF Inventory Finance, Inc.
|
TCF Investments Management, Inc.
|
Minnesota
|
TCF Investments Management, Inc.
|
TCF Management Corporation
|
Minnesota
|
TCF Management Corporation
TCF Real Estate Management Corporation (FL) |
TCF National Bank
|
United States
|
TCF National Bank
TCF Capital Funding (MN) TCF Capital Solutions (MN)
TCF Equipment Finance (MN and CO)
TCF Healthcare Finance (MN)
TCF Home Loans (MN and ND)
TCF Technology Finance (MN)
Tee To Green Equipment Finance (MN)
VGM Financial Services (IA, MN and CO)
Whitlock Financial Services (MN)
and Winthrop
|
TCF Servicing Company LLC
|
Minnesota
|
TCF Servicing Company LLC
|
TCFIF Joint Venture I, LLC
|
Minnesota
|
TCFIF Joint Venture I, LLC
|
Winthrop Resources Corporation
|
Minnesota
|
Winthrop Resources Corporation
Data Strategy Financial Services (MN)
Whitlock Financial (MN)
|
Winthrop Resources Holdings I, LLC
|
Minnesota
|
Winthrop Resources Holdings I, LLC
|
1.
|
I have reviewed this Annual Report on Form 10-K of TCF Financial Corporation for the year ended December 31, 2019;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Craig R. Dahl
|
|
|
Craig R. Dahl
|
|
|
President and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
1.
|
I have reviewed this Annual Report on Form 10-K of TCF Financial Corporation for the year ended December 31, 2019;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Dennis L. Klaeser
|
|
|
Dennis L. Klaeser
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
|
1.
|
This statement is provided pursuant to 18 U.S.C. § 1350 in connection with the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 (the “Periodic Report”);
|
2.
|
The Periodic Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
3.
|
The information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods indicated therein.
|
|
/s/ Craig R. Dahl
|
|
|
Craig R. Dahl
|
|
|
Chief Executive Officer and President
|
|
|
(Principal Executive Officer)
|
|
*
|
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to TCF Financial Corporation and will be retained by TCF Financial Corporation and furnished to the Securities and Exchange Commission or its staff upon request.
|
1.
|
This statement is provided pursuant to 18 U.S.C. § 1350 in connection with the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 (the “Periodic Report”);
|
2.
|
The Periodic Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
3.
|
The information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods indicated therein.
|
|
/s/ Dennis L. Klaeser
|
|
|
Dennis L. Klaeser
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
|
*
|
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to TCF Financial Corporation and will be retained by TCF Financial Corporation and furnished to the Securities and Exchange Commission or its staff upon request.
|
|
At December 31, 2019
|
|
At December 31, 2018
|
||||
|
(In Liquidation)
|
|
(Ongoing)
|
||||
ASSETS
|
|
|
|
||||
Common stock receivable of TCF Financial Corporation, at fair value (926 shares at a cost of $42,396 at December 31, 2019 and 50,178 shares at a cost of $2,666,108 at December 31, 2018)
|
$
|
43,360
|
|
|
$
|
1,837,007
|
|
Total assets
|
$
|
43,360
|
|
|
$
|
1,837,007
|
|
PLAN EQUITY
|
|
|
|
||||
Plan equity (4 participants at December 31, 2019 and 13 participants at December 31, 2018)
|
$
|
43,360
|
|
|
$
|
1,837,007
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In Liquidation)
|
|
|
(Ongoing)
|
|
(Ongoing)
|
|||||
ADDITIONS
|
|
|
|
|
|
||||||
Participant contributions
|
$
|
1,633,026
|
|
|
$
|
1,460,630
|
|
|
$
|
1,303,750
|
|
Dividend equivalents
|
47,962
|
|
|
57,084
|
|
|
21,793
|
|
|||
Total additions
|
1,680,988
|
|
|
1,517,714
|
|
|
1,325,543
|
|
|||
|
|
|
|
|
|
||||||
Plan distributions
|
(3,361,140
|
)
|
|
(334,512
|
)
|
|
—
|
|
|||
|
|
|
|
|
|
|
|
||||
Net realized and unrealized appreciation (depreciation) in fair value of common stock receivable
|
(113,495
|
)
|
|
(880,753
|
)
|
|
97,266
|
|
|||
Net (decrease) increase
|
(1,793,647
|
)
|
|
302,449
|
|
|
1,422,809
|
|
|||
Plan equity at beginning of period
|
1,837,007
|
|
|
1,534,558
|
|
|
111,749
|
|
|||
Plan equity at end of period
|
$
|
43,360
|
|
|
$
|
1,837,007
|
|
|
$
|
1,534,558
|
|