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Section 1: 11-K (ANNUAL REPORT OF EMPLOYEE STOCK PURCHASE, SAVINGS PLANS)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 11-K

 

 

 

x   ANNUAL REPORT PURSUANT TO SECTION 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended

December 31, 2005

 

or

 

o   TRANSITION REPORT PURSUANT TO SECTION 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

Commission File

No. 33-43030

 

 

TCF EMPLOYEES STOCK PURCHASE PLAN

(Full title of the plan)

 

TCF FINANCIAL CORPORATION

(Name of issuer of the securities held pursuant to the plan)

 

200 Lake Street East, Mail Code EX0-03-A, Wayzata, Minnesota 55391-1693

(Address and zip code of principal executive office)

 

 



 

REQUIRED INFORMATION

 

The TCF Employees Stock Purchase Plan of TCF Financial Corporation, formerly sponsored by TCF National Bank, is subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).  Therefore, in lieu of the requirements of Items 1-3 of Form 11-K, the financial statements and supplementary schedules of the TCF Employees Stock Purchase Plan of TCF Financial Corporation, which have been prepared in accordance with the financial reporting requirements of ERISA, are attached hereto as Exhibit 99 to this Form 11-K and are incorporated herein by reference.

 

 

 

SIGNATURES

 

The Plan.  Pursuant to the requirements of the Securities Exchange Act of 1934, the trustee (or other persons who administer the employee benefit plan) has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

TCF Financial Corporation

 

(Plan Sponsor and Plan Administrator of

 

the TCF Employees Stock Purchase Plan)

 

 

 

 

By

/s/ Lynn A. Nagorske

 

 

 

Lynn A. Nagorske, Chief

 

 

Executive Officer and Director

 

 

 

 

By

/s/ Neil W. Brown

 

 

 

Neil W. Brown, President and

 

 

Chief Financial Officer

 

 

(Principal Financial Officer)

 

 

 

 

By

/s/ David M. Stautz

 

 

 

David M. Stautz, Senior Vice

 

 

President, Controller and

 

 

Assistant Treasurer

 

 

(Principal Accounting Officer)

 

 

 

 

 

 

 

Dated:  June 29, 2006

 

 

 



 

TCF Employees Stock Purchase Plan

 

Form 11-K

 

Index to Exhibits

 

 

Exhibit

 

 

Number

 

Description

 

 

 

23

 

Consent of KPMG LLP dated June 29, 2006

 

 

 

99

 

Financial Statements and Supplementary

 

 

Schedules

 

 

 


(Back To Top)

Section 2: EX-23 (EX-23)

Exhibit 23

 

 

 

 

 

 

 

 

 

Consent of Independent Registered Public Accounting Firm

 

 

 

 

 

 

The Board of Directors of TCF Financial Corporation and

                        The Plan Sponsor and Plan Administrator of the

                        TCF Employees Stock Purchase Plan:

 

We consent to the incorporation by reference in the registration statements (No. 333-113748 and 333-72394) on Form S-8 of TCF Financial Corporation of our report dated June 16, 2006, with respect to the statements of net assets available for plan benefits of the TCF Employees Stock Purchase Plan as of December 31, 2005 and 2004, the related statements of changes in net assets available for plan benefits for each of the years in the three-year period ended December 31, 2005, and related schedules as of and for the year ended December 31, 2005, which report appears in the December 31, 2005 annual report on Form 11-K of the TCF Employees Stock Purchase Plan.

 

 

 

 

/s/ KPMG LLP

 

 

 

Minneapolis, Minnesota

June 29, 2006

 

 

 


(Back To Top)

Section 3: EX-99 (EX-99)

Exhibit 99

 

 

 

 

 

 

 

 

 

 

 

 

 

TCF Employees Stock Purchase Plan

 

 

Financial Statements and

Supplemental Schedules

 

 

December 31, 2005, 2004 and 2003

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

TCF Employees Stock Purchase Plan

 

Index — Financial Statements and Schedules

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Page No.

 

 

 

Report of Independent Registered Public Accounting Firm

 

1

 

 

 

Statements of Net Assets Available for Plan Benefits -

 

 

at December 31, 2005 and 2004

 

2

 

 

 

Statements of Changes in Net Assets Available for Plan Benefits -

 

 

Years ended December 31, 2005, 2004 and 2003

 

3

 

 

 

Notes to Financial Statements

 

4 - 13

 

 

 

Supplemental Schedules:

 

 

 

 

 

Schedule 1 — Schedule of Assets (Held at End of Year)

 

14

 

 

 

Schedule 2 — Schedule of Reportable Transactions

 

15

 

 

 

 

 

 

 

 

 

 

 

 



 

 

Report of Independent Registered Public Accounting Firm

 

 

The Board of Directors of TCF Financial Corporation and

                        The Plan Sponsor and Plan Administrator of the

                        TCF Employees Stock Purchase Plan:

 

 

We have audited the accompanying statements of net assets available for plan benefits of the TCF Employees Stock Purchase Plan (the “Plan”) as of December 31, 2005 and 2004, and the related statements of changes in net assets available for plan benefits for each of the years in the three-year period ended December 31, 2005.  These financial statements are the responsibility of the Plan’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the Plan as of December 31, 2005 and 2004, and the changes in net assets available for plan benefits for each of the years in the three-year period ended December 31, 2005 in conformity with U.S. generally accepted accounting principles.

 

Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole.  Supplemental Schedules 1 and 2 are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974.  These supplemental schedules are the responsibility of the Plan’s management.  The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole.

 

 

/s/ KPMG LLP

 

 

 

 

June 16, 2006

Minneapolis, Minnesota

 

 

1



 

TCF Employees Stock Purchase Plan

 

Statements of Net Assets Available for Plan Benefits

 

 

 

 

At December 31,

 

 

 

2005

 

2004

 

Assets:

 

 

 

 

 

Investments at fair market value:

 

 

 

 

 

TCF Financial Corporation Stock Fund:

 

 

 

 

 

TCF Financial Corporation stock

 

$

218,779,557

 

$

262,111,567

 

Cash and accrued interest receivable

 

199,127

 

126,479

 

Total TCF Financial Corporation Stock Fund

 

218,978,684

 

262,238,046

 

TCF Financial Corporation stock (held for

 

 

 

 

 

in-kind distributions)

 

 

40,143

 

Mutual funds

 

8,490,470

 

3,778,207

 

Money market funds

 

3,250,079

 

1,727,833

 

Total investments

 

230,719,233

 

267,784,229

 

Receivables:

 

 

 

 

 

Participant deposits

 

21,308

 

16,817

 

Employer cash contributions

 

7,615

 

3,304

 

Accrued interest

 

433

 

335

 

Total receivables

 

29,356

 

20,456

 

Total assets

 

230,748,589

 

267,804,685

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

Net assets available for plan benefits

 

$

230,748,589

 

$

267,804,685

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to financial statements.

 

 

2



 

TCF Employees Stock Purchase Plan

 

Statements of Changes in Net Assets Available for Plan Benefits

 

 

 

 

 

Year Ended December 31,

 

 

 

2005

 

2004

 

2003

 

Investment income:

 

 

 

 

 

 

 

Dividends

 

$

7,098,549

 

$

6,238,997

 

$

5,395,795

 

Interest

 

9,211

 

3,779

 

3,729

 

Total investment income

 

7,107,760

 

6,242,776

 

5,399,524

 

 

 

 

 

 

 

 

 

Net appreciation (depreciation):

 

 

 

 

 

 

 

Realized gain (loss) on

 

 

 

 

 

 

 

distributions and sales:

 

 

 

 

 

 

 

TCF Financial Corporation

 

 

 

 

 

 

 

Stock Fund

 

12,546,069

 

12,367,669

 

8,366,176

 

Mutual funds

 

58,386

 

197,772

 

(13,075

)

 

 

 

 

 

 

 

 

Change in unrealized appreciation

 

 

 

 

 

 

 

(depreciation) of investments:

 

 

 

 

 

 

 

TCF Financial Corporation

 

 

 

 

 

 

 

Stock Fund

 

(53,294,974

)

40,726,174

 

23,598,551

 

Mutual funds

 

349,321

 

(21,383

)

197,120

 

Total net appreciation

 

 

 

 

 

 

 

(depreciation)

 

(40,341,198

)

53,270,232

 

32,148,772

 

 

 

 

 

 

 

 

 

Deposits and contributions:

 

 

 

 

 

 

 

Participant deposits

 

11,378,070

 

11,129,556

 

10,804,436

 

Employer cash contributions

 

4,253,850

 

4,037,742

 

3,921,456

 

Total deposits and contributions

 

15,631,920

 

15,167,298

 

14,725,892

 

 

 

 

 

 

 

 

 

Distributions:

 

 

 

 

 

 

 

Withdrawals and distributions

 

(15,752,112

)

(20,293,061

)

(15,614,034

)

Dividends

 

(3,385,258

)

(3,173,718

)

(2,820,431

)

Total distributions

 

(19,137,370

)

(23,466,779

)

(18,434,465

)

 

 

 

 

 

 

 

 

Administrative expenses

 

(317,208

)

(366,808

)

(333,529

)

 

 

 

 

 

 

 

 

Increase (decrease) in net assets

 

 

 

 

 

 

 

available for plan benefits

 

(37,056,096

)

50,846,719

 

33,506,194

 

 

 

 

 

 

 

 

 

Net assets available for plan benefits:

 

 

 

 

 

 

 

Beginning of year

 

267,804,685

 

216,957,966

 

183,451,772

 

End of year

 

$

230,748,589

 

$

267,804,685

 

$

216,957,966

 

 

 

See accompanying notes to financial statements.

 

 

3



 

TCF Employees Stock Purchase Plan

 

Notes to Financial Statements

 

 

(1)                                  Accounting Policies

 

The financial statements of the TCF Employees Stock Purchase Plan (the “Plan”) have been prepared on the accrual basis of accounting.  Assets of the Plan are stated at fair value as determined by quoted market prices.  Purchases and sales of investments are recorded on a trade-date basis.  The cost of Plan investments sold is determined by the average cost method.  Benefits are recorded when paid.

 

Basis of Presentation

 

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires the plan administrator to make estimates and assumptions that affect the reported amounts of net assets available for plan benefits at the date of the financial statements and the reported amounts of changes in net assets available for plan benefits during the reporting period.  Actual results could differ from those estimates.

 

Risks and Uncertainties

 

The Plan invests in various investment securities.  Investment securities are exposed to various risks such as interest rate, market, and credit risks.  Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statement of net assets available for plan benefits.

 

(2)                                  Employees Stock Purchase Plan

 

The Plan is intended to meet the requirements of a stock bonus plan under section 401(a) of the Internal Revenue Code of 1986, as amended (the “Code”), an employee stock ownership plan under Section 4975(e) of the Code, and a qualified cash or deferred arrangement under Section 401(k) of the Code.  The Plan is a tax-qualified contributory plan subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).  The Plan sponsor is TCF Financial Corporation (“TCF Financial”).  US Bank National Association (“US Bank or Trustee”) is the trustee of the Plan appointed to serve under the trust agreement.

 

All full-time and part-time employees are eligible to participate in the Plan.   Participants may elect to invest, in increments of 1%, up to 50% of their covered pay on a tax deferred basis and an additional 6% on an after tax basis in the Plan, with certain limitations.  Contributions of employees defined by the Code as “highly compensated” are limited based on an annual determination by TCF Financial.  The aggregate contributions are subject to the Internal Revenue Service (“IRS”) maximum annual limits of $14,000, $13,000 and $12,000 during 2005, 2004 and 2003, respectively.  Effective April 1, 2006, the Plan was amended to allow participants age 50 or older to make “catch up” pre-tax contributions in excess of the IRS limits stated above.  The maximum catch-up contribution is $5,000 for 2006.  Also, effective April 1, 2006, after tax contributions are no longer permitted.

 

4



 

TCF Employees Stock Purchase Plan

 

Notes to Financial Statements (Continued)

 

 

Participating employers match the contributions of employees who have worked 1,000 hours and completed one year of service at the rate of 50 cents per dollar contributed on the first 6% of employee contributions.  Effective April 1, 2006, the Plan was amended to increase the employer match to 75 cents per dollar contributed for employees with five to ten years of service and to $1 per dollar contributed for employees with over ten years of service on the first 6% of employee contributions.  Employer contributions are generally made in cash and can also be made in the form of TCF Financial Corporation common stock.

 

All employee and employer contributions are invested in TCF Financial Corporation common stock or participant directed investments shortly after the date contributed.

 

The participating employers, at their discretion, may make additional contributions to the Plan, subject to an overall limit.  These additional contributions, if any, are allocated to participants’ matching accounts in proportion to their respective percentage rate of matched contributions, subject to certain limitations.  To date, no such contributions have been made.

 

Effective April 2, 2001, participants age 50 or older may elect to invest any portion or all of their Plan account in the TCF Financial Corporation Stock Fund (invested primarily in TCF Financial Corporation common stock) or in any or all of the offered mutual fund investments.  Effective December 6, 2004, all participants may elect to invest their employee account balance in TCF Financial Corporation common stock or in any or all of the offered mutual fund investments.  Participants may also elect to diversify their employer matching account balance if they are fully vested or eligible to diversify under a provision applying to those age 50 or older.  Eligible participants may contribute to the following investment options: Vanguard Institutional Index Fund, Vanguard Mid-Cap Index Fund, Vanguard Small-Cap Index Fund, Vanguard Intermediate-Term Bond Index Fund, Vanguard Prime Money Market Fund or the TCF Financial Corporation Stock Fund.

 

Dividends paid on the TCF Financial Corporation Stock Fund are reinvested in the fund or, at the election of the participant, may be paid in cash to the participant.  Dividends paid on the mutual funds are reinvested in the mutual funds.

 

Participant deposits to the Plan are fully vested at all times.  Participants’ interests in the employer matching account generally vest at the rate of 20% per year (with full vesting after five years of service).  The Plan permits financial hardship withdrawals consistent with the safe harbor provisions of regulations issued pursuant to the Tax Reform Act of 1986.

 

Amounts which have been forfeited in accordance with the provisions of the Plan are available to use for payment of various Plan obligations according to the following hierarchy: reinstatement of participant accounts upon rehire, Plan administration expenses and reduction of employer contributions as defined.  Other Plan obligations are paid directly by TCF Financial.  Administrative expenses paid by TCF Financial during 2005, 2004 and 2003 totaled $748,252, $687,324 and $260,300, respectively.  Any remaining

 

5



 

TCF Employees Stock Purchase Plan

 

Notes to Financial Statements (Continued)

 

 

forfeiture amounts are retained by the Plan to be used for payment of Plan obligations in future periods.

 

The Advisory Committee for the TCF Employees Stock Purchase Plan has shared voting power with participants of all allocated shares of TCF stock in the Plan.

 

With the concurrence of TCF Financial, US Bank is authorized to borrow funds for purchases of TCF Financial Corporation common stock.  To date, no such loans have occurred.

 

TCF Financial has reserved the right to amend the Plan at any time and each participating employer may cease to participate in the Plan and stop offering the Plan at any time to its employees.  In the event of termination of the Plan, participating employees become 100% vested in their employer matching account balances.

 

 

 

6



 

TCF Employees Stock Purchase Plan

 

Notes to Financial Statements (Continued)

 

 

(3)                                  Participating Employers Included in the Plan

 

The Plan is a pooled fund for certain participating employers, all of which are direct or indirect subsidiaries of TCF Financial.  Participant deposits, employer contributions and the related net assets are as follows:

 

 

 

 

 

 

Year Ended December 31, 2005

 

At December
31, 2005

 

Participating Employer

 

Participant
Deposits at
Cost

 

Employer
Contributions
at Cost

 

Net Assets

 

 

 

 

 

 

 

 

 

TCF Financial Corporation

 

$

101,654

 

$

46,421

 

$

10,206,551

 

TCF National Bank

 

9,523,528

 

3,542,313

 

193,904,117

 

TCF Mortgage Corporation

 

105,191

 

44,635

 

10,152,006

 

TCF Agency, Inc.

 

43,387

 

13,397

 

1,421,317

 

TCF Insurance Agency, Inc.

 

197,604

 

74,122

 

3,069,939

 

Winthrop Resources Corporation

 

460,652

 

186,716

 

5,389,532

 

Great Lakes Mortgage LLC

 

8,502

 

2,909

 

90,681

 

TCF Equipment Finance, Inc.

 

865,926

 

314,260

 

4,590,806

 

TCF Portfolio Services, Inc.

 

71,626

 

29,077

 

1,923,640

 

Total

 

$

11,378,070

 

$

4,253,850

 

$

230,748,589

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31, 2004

 

At December 31, 2004

 

Participating Employer

 

Participant
Deposits at
Cost

 

Employer
Contributions
at Cost

 

Net Assets

 

 

 

 

 

 

 

 

 

TCF Financial Corporation

 

$

90,455

 

$

42,003

 

$

11,567,864

 

TCF National Bank

 

9,082,673

 

3,261,847

 

220,602,150

 

TCF Mortgage Corporation

 

520,135

 

194,612

 

16,109,837

 

TCF Agency, Inc.

 

42,164

 

13,000

 

1,837,119

 

TCF Insurance Agency, Inc.

 

218,018

 

85,964

 

5,340,856

 

Winthrop Resources Corporation

 

457,141

 

174,130

 

5,988,018

 

Great Lakes Mortgage LLC

 

5,397

 

2,698

 

92,155

 

TCF Equipment Finance, Inc.

 

656,541

 

237,799

 

4,080,992

 

TCF Investment Management, Inc.

 

57,032

 

25,689

 

2,185,694

 

Total

 

$

11,129,556

 

$

4,037,742

 

$

267,804,685

 

 

 

 

 

 

 

 

 

 

7



 

TCF Employees Stock Purchase Plan

 

Notes to Financial Statements (Continued)

 

 

(4)                          Income Tax Status

 

TCF Financial has received a favorable tax determination letter from the IRS indicating that the Plan qualified under Sections 401(a) and 4975(e)(7) of the Code and met the requirements for a qualified cash or deferred arrangement under Section 401(k) of the Code, and the trust established thereunder is thereby exempt from federal income taxes under Section 501(a) of the Code.  As such, the Plan’s assets are exempt from federal income tax, and participant tax-deferred deposits and amounts contributed by participating employers are not taxed to the employee until a distribution from the Plan is received.  Continued compliance with applicable provisions of the Code is required to maintain this tax-exempt status.

 

The most recent determination letter dated May 7, 2003 provided a favorable determination regarding the restatement of the Plan document in its entirety on April 30, 2001.  The Plan administrator believes the Plan continues to qualify under provisions of Section 401(a) of the Code and that the related trust is exempt from federal income taxes.

 

(5)                          Investments Not Directed by Participants

 

Non-participant directed assets at December 31, 2005 and 2004 are the employer matching account balances of participants that are not 100% vested and were not eligible to diversify under the previous age 50 or older diversification provision.  The following schedules disclose information about non-participant directed assets:

 

 

 

 

At December 31,

 

 

 

2005

 

2004

 

Assets:

 

 

 

 

 

Investments at fair market value:

 

 

 

 

 

TCF Financial Corporation Stock Fund

 

$

3,056,782

 

$

2,902,137

 

Net assets not directed by participants

 

$

3,056,782

 

$

2,902,137

 

 

 

 

 

 

 

 

 

 

8



 

TCF Employees Stock Purchase Plan

 

Notes to Financial Statements (Continued)

 

 

Significant components of the changes in net assets relating to investments not directed by participants are as follows:

 

 

 

Year Ended December 31,

 

 

 

2005

 

2004

 

2003

 

Investment income:

 

 

 

 

 

 

 

Dividends

 

$

83,887

 

$

3,450,169

 

$

3,010,521

 

Interest

 

122

 

2,117

 

2,096

 

Total investment income

 

84,009

 

3,452,286

 

3,012,617

 

 

 

 

 

 

 

 

 

Net appreciation (depreciation)

 

(403,626

)

24,879,961

 

18,070,111

 

 

 

 

 

 

 

 

 

Deposits and contributions:

 

 

 

 

 

 

 

Participant deposits

 

 

7,494,590

 

8,358,474

 

Employer cash contributions

 

1,265,245

 

2,788,484

 

3,015,553

 

Total deposits and contributions

 

1,265,245

 

10,283,074

 

11,374,027

 

 

 

 

 

 

 

 

 

Transfers to assets eligible for

 

 

 

 

 

 

 

participant direction

 

(28,193

)

(146,888,597

)

(11,120,690

)

 

 

 

 

 

 

 

 

Distributions:

 

 

 

 

 

 

 

Withdrawals and distributions

 

(441,665

)

(8,861,500

)

(7,573,017

)

Dividends

 

(3,917

)

(1,548,595

)

(1,431,182

)

Total distributions

 

(445,582

)

(10,410,095

)

(9,004,199

)

 

 

 

 

 

 

 

 

Administrative expenses

 

(317,208

)

(366,808

)

(333,529

)

 

 

 

 

 

 

 

 

Increase (decrease) in net assets

 

 

 

 

 

 

 

not directed by participants

 

154,645

 

(119,050,179

)

11,998,337

 

 

 

 

 

 

 

 

 

Net assets not directed by

 

 

 

 

 

 

 

participants:

 

 

 

 

 

 

 

Beginning of year

 

2,902,137

 

121,952,316

 

109,953,979

 

End of year

 

$

3,056,782

 

$

2,902,137

 

$

121,952,316

 

 

 

 

 

 

 

 

 

 

9



 

TCF Employees Stock Purchase Plan

 

Notes to Financial Statements (Continued)

 

 

(6)                                  Investments

 

Plan investments are stated at fair value, determined by quoted market prices.  The net unrealized appreciation (depreciation) of investments reflected in Plan equity is as follows:

 

 

 

 

 

At December
31, 2005

 

 

 

 

 

Cost

 

Fair Value

 

Unrealized Appreciation (Depreciation)

 

TCF Financial Corporation Stock Fund*:

 

 

 

 

 

 

 

TCF Financial Corporation stock

 

$

87,062,260

 

$

218,779,557

 

$

131,717,297

 

Cash and accrued

 

 

 

 

 

 

 

interest receivable

 

199,127

 

199,127

 

 

Total TCF Financial

 

 

 

 

 

 

 

Corporation Stock Fund

 

87,261,387

 

218,978,684

 

131,717,297

 

Mutual funds

 

8,105,627

 

8,490,470

 

384,843

 

Money market funds

 

3,250,079

 

3,250,079

 

 

 

 

$

98,617,093

 

$

230,719,233

 

$

132,102,140

 

 

 

 

 

 

 

 

 

 

 

 

 

At December
31, 2004

 

 

 

 

 

Cost

 

Fair Value

 

Unrealized Appreciation (Depreciation)

 

TCF Financial Corporation Stock Fund*:

 

 

 

 

 

 

 

TCF Financial Corporation stock

 

$

77,122,391

 

$

262,111,567

 

$

184,989,176

 

Cash and accrued

 

 

 

 

 

 

 

interest receivable

 

126,479

 

126,479

 

 

Total TCF Financial

 

 

 

 

 

 

 

Corporation Stock Fund

 

77,248,870

 

262,238,046

 

184,989,176

 

TCF Financial Corporation stock (held

 

 

 

 

 

 

 

for in-kind distributions)

 

17,048

 

40,143

 

23,095

 

Mutual funds

 

3,742,685

 

3,778,207

 

35,522

 

Money market funds

 

1,727,833

 

1,727,833

 

 

 

 

$

82,736,436

 

$

267,784,229

 

$

185,047,793

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

* Individual investments which represent five percent or more of plan equity.

 

10



 

TCF Employees Stock Purchase Plan

 

Notes to Financial Statements (Continued)

 

 

(7)                                  Distributions

 

Participants can elect to receive distributions from the Plan in the form of cash or shares of TCF Financial Corporation common stock.  Distributions and sales are as follows:

 

 

 

 

Year Ended December 31, 2005

 

 

 

Number of Units/Shares

 

Cost

 

Fair Value

 

Gain (Loss) on
 Distributions
and Sales

 

TCF Financial

 

 

 

 

 

 

 

 

 

Corporation stock

 

718,114

 

$

7,163,021

 

$

19,709,090

 

$

12,546,069

 

Mutual funds

 

91,660

 

1,806,222

 

1,864,608

 

58,386

 

Money market funds

 

55,834,159

 

55,834,159

 

55,834,159

 

 

 

 

56,643,933

 

$

64,803,402

 

$

77,407,857

 

$

12,604,455

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31, 2004

 

 

 

Number of Units/Shares

 

Cost

 

Fair Value

 

Gain (Loss) on
Distributions
and Sales

 

TCF Financial

 

 

 

 

 

 

 

 

 

Corporation stock

 

607,255

 

$

5,109,596

 

$

17,477,265

 

$

12,367,669

 

Mutual funds

 

360,225

 

4,660,397

 

4,858,169

 

197,772

 

Money market funds

 

72,950,871

 

72,950,871

 

72,950,871

 

 

 

 

73,918,351

 

$

82,720,864

 

$

95,286,305

 

$

12,565,441

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31, 2003

 

 

 

Number of Units/Shares

 

Cost

 

Fair Value

 

Gain (Loss) on
Distributions
and Sales

 

TCF Financial

 

 

 

 

 

 

 

 

 

Corporation stock

 

534,040

 

$

3,704,108

 

$

12,070,284

 

$

8,366,176

 

Mutual funds

 

165,478

 

2,237,190

 

2,224,115

 

(13,075

)

Money market funds

 

51,931,296

 

51,931,296

 

51,931,296

 

 

 

 

52,630,814

 

$

57,872,594

 

$

66,225,695

 

$

8,353,101

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and shares of TCF Financial Corporation common stock totaling $19,137,370, $23,466,779 and $18,434,465 were distributed in 2005, 2004 and 2003, respectively.  At December 31, 2005 and 2004, liabilities including amounts due to participants, which are deducted from net assets available for plan benefits when paid, were $102,232 and $204,409, respectively.

 

 

11



 

TCF Employees Stock Purchase Plan

 

Notes to Financial Statements (Continued)

 

 

The accompanying financial statements for 2005 and 2004 differ from Form 5500, as filed with the Department of Labor, as follows:

 

 

 

 

At December 31,

 

 

 

2005

 

2004

 

 

 

 

 

 

 

Net assets available for plan benefits

 

 

 

 

 

per accompanying financial statements

 

$

230,748,589

 

$

267,804,685

 

Liabilities including amounts due to

 

 

 

 

 

participants

 

(102,232

)

(204,409

)

 

 

 

 

 

 

Net assets available for plan benefits

 

 

 

 

 

per Form 5500

 

$

230,646,357

 

$

267,600,276

 

 

 

 

 

 

 

 

 

Forfeitures of unvested employer matching contributions were used to offset plan expenses as follows:

 

 

 

 

 

Year Ended December 31,

 

 

 

2005

 

2004

 

2003

 

 

 

 

 

 

 

 

 

Total forfeitures for the current year

 

$

429,262

 

$

440,079

 

$

257,359

 

Forfeitures used to pay plan expenses

 

(317,208

)

(366,808

)

(333,529

)

Forfeitures used to fund employer

 

 

 

 

 

 

 

contributions

 

(75,862

)

(47,912

)

 

Interest on forfeited amounts

 

3,883

 

1,824

 

332

 

Forfeitures carried over from

 

 

 

 

 

 

 

previous year

 

38,683

 

11,500

 

87,338

 

Forfeitures to be used to offset

 

 

 

 

 

 

 

future expenses

 

$

78,758

 

$

38,683

 

$

11,500

 

 

 

 

 

 

 

 

 

 

If participants are rehired by a participating employer within five years of termination, unvested forfeitures are returned to the participant’s account.

 

 

 

 

 

12



 

TCF Employees Stock Purchase Plan

 

Notes to Financial Statements (Continued)

 

 

(8)                                  Party-in-Interest Transactions

 

The Plan engages in transactions involving the acquisition or disposition of TCF Financial Corporation common stock and units of the First American Prime Obligations Class Y Fund of the Trustee.  TCF Financial and the Trustee are parties-in-interest.  These transactions are covered by an exemption from the “prohibited transactions” provisions of ERISA and the Code.

 

During 2005 and 2004, TCF Financial purchased 0 shares and 26,890 shares, respectively, of TCF Financial Corporation common stock from the Plan at a cost of $0 and $694,569, respectively.  The shares were purchased at a fair value with no commissions.

 

(9)                                  Stock Split

 

During the third quarter of 2004, TCF Financial Corporation announced and completed a two-for-one stock split of its common stock in the form of a 100% stock dividend.  All prior period share disclosures have been restated to reflect the split.

 

 

 

 

13



 

Schedule 1

TCF Employees Stock Purchase Plan

 

Schedule of Assets (Held at End of Year)

 

At December 31, 2005

 

 

 

 

Issuer

 

Description

 

Units / Shares

 

Cost

 

Fair Value

 

 

 

 

 

 

 

 

 

 

 

TCF Financial Corporation stock*

 

 

 

 

 

$

87,062,260

 

$

218,779,557

 

Cash and accrued interest

 

 

 

 

 

 

 

 

 

receivable

 

 

 

 

 

$

199,127

 

$

199,127

 

Total TCF Financial

 

Stock

 

 

 

 

 

 

 

Corporation Stock Fund*:

 

Fund

 

8,061,148

 

$

87,261,387

 

$

218,978,684

 

 

 

 

 

 

 

 

 

 

 

Vanguard Institutional

 

Mutual

 

 

 

 

 

 

 

Index Fund

 

Fund

 

22,052

 

$

2,430,077

 

$

2,514,075

 

 

 

 

 

 

 

 

 

 

 

Vanguard Mid-Cap

 

Mutual

 

 

 

 

 

 

 

Index Fund

 

Fund

 

153,072

 

$

2,477,844

 

$

2,704,781

 

 

 

 

 

 

 

 

 

 

 

Vanguard Small-Cap

 

Mutual

 

 

 

 

 

 

 

Index Fund

 

Fund

 

68,576

 

$

1,847,419

 

$

1,956,481

 

 

 

 

 

 

 

 

 

 

 

Vanguard Intermediate-Term Bond

 

Mutual

 

 

 

 

 

 

 

Index Fund

 

Fund

 

126,943

 

$

1,350,287

 

$

1,315,133

 

 

 

 

 

 

 

 

 

 

 

Vanguard Prime Money Market

 

Money

 

 

 

 

 

 

 

Fund

 

Market Fund

 

3,187,996

 

$

3,187,996

 

$

3,187,996

 

 

 

 

 

 

 

 

 

 

 

First American Prime

 

Money

 

 

 

 

 

 

 

Obligations Class Y Fund*

 

Market Fund

 

62,083

 

$

62,083

 

$

62,083

 

 

 

 

 

 

 

 

 

 

 

 

*Parties-in-interest

 

See accompanying Report of Independent Registered Public Accounting Firm.

 

14



 

Schedule 2

TCF Employees Stock Purchase Plan

 

Schedule of Reportable Transactions

 

Year Ended December 31, 2005

 

 

Series of Transactions (Involving One Security) Which Exceed 5% of Plan Assets:

 

 

 

 

Number of

 

Amount of

 

 

 

Description of
Asset

 

Purchases

 

Sales

 

Purchases

 

Sales

 

Cost

 

Net Gain

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TCF Financial

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporation

 

 

 

 

 

 

 

 

 

 

 

 

 

stock*

 

59

 

295

 

$

17,085,838

 

$

19,709,090

 

$

7,163,021

 

$

12,546,069

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

First American

 

 

 

 

 

 

 

 

 

 

 

 

 

Prime Obligations

 

 

 

 

 

 

 

 

 

 

 

 

 

Class Y Fund*

 

528

 

499

 

$

54,166,207

 

$

54,173,125

 

$

54,173,125

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*Parties-in-interest

 

 

 

See accompanying Report of Independent Registered Public Accounting Firm.

 

15


 

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