Toggle SGML Header (+)


Section 1: 8-K (8-K)

Document
0000019612false00000196122019-10-242019-10-240000019612us-gaap:CommonStockMember2019-10-242019-10-240000019612tcf:DepositarySharesMember2019-10-242019-10-24

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

 FORM 8-K
 
 CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):
October 24, 2019
 400678523_tcf-20191024_g1.jpg
 
TCF FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Michigan
(State or other jurisdiction of
incorporation)
000-08185
(Commission File Number)
38-2022454
(IRS Employer Identification No.)
 
333 W. Fort Street, Suite 1800, Detroit, Michigan 48226
(Address of principal executive offices, including Zip Code)
 
(800) 867-9757
(Registrant’s telephone number, including area code)
  
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
(Title of each class)(Trading Symbol(s))(Name of exchange on which registered)
Common Stock (par value $.01 per share)TCFThe NASDAQ Stock Market
Depositary shares, each representing a 1/1000th interest in a share of the 5.70% Series C Non-Cumulative
Perpetual Preferred Stock
TCFCPThe NASDAQ Stock Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨



Item 2.02 Results of Operations and Financial Condition.
 
The following information, including Exhibit 99.1, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall such information and Exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933, except as may be expressly set forth by specific reference in such a filing.
 
TCF Financial Corporation (the "Corporation") issued a press release dated October 28, 2019, attached to this Form 8-K as Exhibit 99.1, announcing its results of operations for the quarter ended September 30, 2019.
 
The earnings release is also available on the Investor Relations section of the Corporation’s website at http://ir.tcfbank.com. The Corporation’s Annual Report to Shareholders and its reports on Forms 10-K, 10-Q and 8-K and other publicly available information should be consulted for other important information about the Corporation.
 
Item 7.01 Regulation FD Disclosure.
 
Information is being furnished herein in Exhibit 99.2 with respect to the slide presentation prepared for use with the press release. This information includes selected financial and operational information through the third quarter of 2019 and does not represent a complete set of financial statements and related notes prepared in conformity with generally accepted accounting principles ("GAAP"). Most, but not all, of the selected financial information furnished herein is derived from the Corporation’s consolidated financial statements and related notes prepared in accordance with GAAP and management’s discussion and analysis of financial condition and results of operations included in the Corporation’s reports on Forms 10-K and 10-Q. The Corporation’s annual financial statements are subject to independent audit. These materials are dated October 28, 2019 and TCF does not undertake to update the materials after that date.
 
The presentation is also available on the Investor Relations section of the Corporation’s website at http://ir.tcfbank.com. The Corporation’s Annual Report to Shareholders and its reports on Forms 10-K, 10-Q and 8-K and other publicly available information should be consulted for other important information about the Corporation.
 
Information contained herein, including Exhibit 99.2, shall not be deemed filed for the purposes of the Securities Exchange Act of 1934, nor shall such information and Exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such a filing.

Item 8.01 Other Events.

On October 24, 2019, the Corporation's board of directors approved an authorization to repurchase up to $150 million of TCF common stock. The repurchase program has no expiration, and permits shares to be repurchased in compliance with Rule 10b-18 of the Exchange Act, through one or more broker-dealers as part of “block purchases” made by the Corporation, and/or through privately negotiated purchases, accelerated stock repurchase agreements, or 10b5-1 plans at the discretion of the Corporation.

In addition, the board of directors declared a regular quarterly cash dividend of $0.35 per common share payable on December 2, 2019 to shareholders of record at the close of business on November 15, 2019, and declared a quarterly cash dividend of $0.35625 per depositary share payable on December 2, 2019 to shareholders of record of the depositary shares, each representing a 1/1,000th interest in a share of the 5.70% Series C Non-Cumulative Perpetual Preferred Stock, at the close of business on November 15, 2019.
 
Item 9.01 Financial Statements and Exhibits.
 
(d)         Exhibits.
Exhibit No.Description
99.1  
99.2  
101.1  Interactive Data File




SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 TCF FINANCIAL CORPORATION
  
  
 /s/ Craig R. Dahl
 Craig R. Dahl,
President and Chief Executive Officer
(Principal Executive Officer)
  
  
 /s/ Dennis L. Klaeser
 Dennis L. Klaeser,
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
  
  
 /s/ Kathleen S. Wendt
 Kathleen S. Wendt,
Executive Vice President and Chief Accounting Officer
(Principal Accounting Officer)
 
Dated:  October 28, 2019

(Back To Top)

Section 2: EX-99.1 (EXHIBIT 99.1)

Document

Exhibit 99.1
400678523_tcf9912.jpg
NEWS RELEASE
TCF Financial Corporation • 333 West Fort Street, Suite 1800 • Detroit, MI 48226
FOR IMMEDIATE RELEASE
Contact:
Tom Wennerberg(248) 498-2872news@tcfbank.com(Media)
Timothy Sedabres(952) 745-2766investor@tcfbank.com(Investors)
TCF REPORTS THIRD QUARTER 2019 RESULTS
AND ANNOUNCES $150 MILLION SHARE REPURCHASE AUTHORIZATION
TCF also announces quarterly cash dividends on common and preferred stock
Third Quarter Highlights
Quarterly net income of $22.1 million, or $0.15 per diluted share
Adjusted diluted earnings per common share of $0.98(1), excluding $106.2 million, or $0.83 per share, after-tax impact of merger-related expenses and non-core items
Successfully closed merger of equals between Legacy TCF Financial Corporation (Legacy TCF) and Chemical Financial Corporation (Chemical) on August 1, 2019
Purchase accounting fair value credit mark of $183 million and interest rate mark of $66 million on the Chemical loans
Efficiency ratio of 91.32%; adjusted efficiency ratio of 58.74%(1)
Return on average common equity ("ROACE") of 1.75%; return on average tangible common equity ("ROATCE") of 2.68%(1); adjusted ROATCE of 14.96%(1)
Repositioned assets through investment securities sales and termination of interest rate swaps to lower the risk profile, reduce asset sensitivity and and enhance capital efficiency and liquidity
Transferred Legacy TCF auto finance portfolio to held-for-sale ($1.2 billion at September 30, 2019), resulting in a $19.3 million pre-tax loss, or $14.7 million after tax
Net charge-off rate as a percentage of average loans and leases of 0.39%, annualized
Common equity Tier 1 capital ratio of 10.88%
Announced $150 million share repurchase authorization on October 28, 2019
Announced quarterly cash dividends on common stock of $0.35 per share on October 28, 2019

Merger-related Expenses and Non-core Items in the Third Quarter(1)
Pre-tax merger-related expenses of $111.3 million, $82.9 million net of tax, or 64 cents per diluted common share
Pre-tax loss of $41.1 million, $23.3 million net of tax, or 19 cents per diluted common share related to non-core items, see summary of non-core adjustments below

(1)Denotes a non-GAAP financial measure. See "Reconciliation of GAAP to Non-GAAP Financial Measures" tables.


Note: TCF’s financial results for any periods ended prior to August 1, 2019 reflect Legacy TCF financial results only on a standalone basis. In addition, TCF’s reported financial results for the third quarter of 2019 reflect Legacy TCF financial results only for the month of July and the post-merger combined TCF financial results for August and September. As a result of these two factors, TCF’s financial results for the third quarter of 2019 may not be directly comparable to prior reported periods. The number of shares issued and outstanding, earnings per share, additional paid-in-capital and all references to share quantities of TCF have been retrospectively restated to reflect the equivalent number of shares issued in the Merger as the Merger was treated as a reverse merger.

1


Summary of Financial Results(1)
At or For the Quarter EndedChange From
Sep. 30,Jun. 30,Mar. 31,Dec. 31,Sep. 30,Jun. 30,Sep. 30,
(Dollars in thousands, except per share data)
2019201920192018201820192018
Financial Results
Net income attributable to TCF
$22,148  $90,427  $70,494  $85,652  $86,196  (75.5)  (74.3)  
Net interest income371,793  254,057  254,429  253,153  253,502  46.3  46.7  
Basic earnings per common share
0.15  1.07  0.83  1.00  1.00  (86.0) (85.0) 
Diluted earnings per common share
0.15  1.07  0.83  1.00  1.00  (86.0) (85.0) 
Return on average assets ("ROAA")(3)
0.26 %1.54 %1.22 %1.52 %1.55 %(128) bps  (129) bps  
ROACE(3)
1.75  14.27  11.40  14.30  14.44  (1,252) (1,269) 
ROATCE(2)(3)
2.68  15.46  12.42  15.58  15.76  (1,278) (1,308) 
Net interest margin (FTE)(3)
4.14  4.49  4.61  4.67  4.73  (35) (59) 
Net charge-offs as a percentage of average loans and leases(3)
0.39  0.29  0.39  0.46  0.15  10  24  
Nonperforming assets as a percentage of total loans and leases and other real estate owned
0.62  0.62  0.63  0.65  0.59  —   
Efficiency ratio91.32  65.11  70.70  66.30  67.41  2,621  2,391  
Adjusted Financial Results (non-GAAP)
Adjusted net income attributable to TCF(2)
$128,301  $93,650  $77,700  $85,652  $86,196  37.0  %48.8  %
Adjusted diluted earnings per common share(2)
0.98  1.11  0.91  1.00  1.00  (11.7) (2.0) 
Adjusted ROAA(2)(3)
1.34 %1.59 %1.34 %1.52 %1.55 %(25) bps  (21) bps  
Adjusted ROACE(2)(3)
11.21  14.79  12.61  14.30  14.44  (358) (323) 
Adjusted ROATCE(2)(3)
14.96  16.02  13.72  15.58  15.76  (106) (80) 
 Adjusted efficiency ratio(2)
58.74  61.48  65.67  63.89  64.91  (274) (617) 
(1)Financial results for any periods ended prior to August 1, 2019 reflect Legacy TCF financials on a standalone basis. Certain reclassifications have been made to prior period financial statements to conform to the current period presentation.
(2)Denotes a non-GAAP financial measure. See "Reconciliation of GAAP to Non-GAAP Financial Measures" tables.
(3)Annualized.

The following table includes merger-related expenses and non-core items used to arrive at adjusted net income in the Adjusted Financial Results (non-GAAP) (see Reconciliation of Non-GAAP Financial Measures).

For the quarter ended September 30, 2019
(Dollars in thousands, except per share data)Pre-tax income (loss)
After-tax benefit (loss)(1)
Per Share
Merger-related expenses$(111,259) $(82,862) $(0.64) 
Non-core items:
Transfer of Legacy TCF auto finance portfolio to held-for-sale(2)
(19,264) (14,664) (0.11) 
Termination of interest rate swaps(3)
(17,302) (13,170) (0.10) 
Write-down of company-owned vacant land parcels(4)
(5,890) (4,483) (0.04) 
Sale of certain investment securities(5)
5,869  4,467  0.03  
Loan servicing rights impairment(3)
(4,520) (3,441) (0.03) 
Tax basis adjustment benefit(6)
—  8,000  0.06  
Total non-core items$(41,107) $(23,291) $(0.19) 
Total merger-related and non-core items$(152,366) $(106,153) $(0.83) 

(1)Net of tax benefit at TCF's normal tax rate and other tax benefits.
(2)Included within Net (loss) gain on sales of loans and leases.
(3)Included within Other noninterest income.
(4)Included within Other noninterest expense.
(5)Included within Net gains on investment securities.
(6)Included within Income tax (benefit) expense.


2


DETROIT (October 28, 2019) - TCF Financial Corporation ("TCF" or the "Corporation") (NASDAQ: TCF) today reported net income of $22.1 million and diluted earnings per common share of 15 cents for the third quarter of 2019. Adjusted net income was $128.3 million, or 98 cents per diluted earnings per common share, for the third quarter of 2019, excluding merger-related expenses and non-core items of 83 cents per common share (see "Reconciliation of GAAP to Non-GAAP Financial Measures" tables).

"Following the closing of the merger of equals on August 1, we continue to make progress on integration initiatives and I am optimistic about the growth outlook of the organization as we establish our roadmaps for execution on business synergy opportunities," said Craig R. Dahl, president and chief executive officer. "Our integration program and activities remain on track, and we continue to be focused on achieving targeted cost savings, planning for systems conversions and leveraging our full-scale product offering across our broader consumer and commercial customer base throughout the Midwest. Our teams are collaborating across the organization to ensure we continue to build on the momentum that each bank brings to the table, for both continued organic growth and taking care of our customers. As we go to market as One TCF, we are well positioned to deliver shareholder value through improved efficiency and return on capital, while maintaining an exceptional customer experience."

Net Interest Income and Net Interest Margin
Net interest income was $371.8 million for the third quarter of 2019. Purchase accounting accretion and amortization included in net interest income was $28.4 million. Net interest income, excluding purchase accounting accretion and amortization, was $343.4 million. Net interest margin on a fully tax-equivalent basis (FTE) was 4.14% for the third quarter of 2019. Net interest margin FTE, excluding purchase accounting accretion and amortization, was 3.83% (see "Reconciliation of GAAP to Non-GAAP Financial Measures" tables).

Noninterest Income
Noninterest income was $94.3 million for the third quarter of 2019. Noninterest income included the following balance sheet repositioning actions considered to be non-core items: a $19.3 million loss related to the transfer of the Legacy TCF auto finance portfolio to held-for-sale, a $17.3 million loss related to the termination of interest rate swaps, and a gain of $5.9 million related to the sale of $1.6 billion of certain investment securities. Noninterest income additionally included $4.5 million of loan servicing rights impairment, also considered a non-core item. Adjusted noninterest income for the third quarter of 2019 was $129.5 million (see "Reconciliation of GAAP to Non-GAAP Financial Measures" tables). The third quarter of 2019 also included a $2.1 million unrealized loss related to interest rate swaps mark-to-market adjustments resulting from changes in the interest rate environment. Noninterest income, excluding the interest rate swap mark-to-market adjustment and non-core items discussed previously, was $131.6 million for the third quarter of 2019.



3



Noninterest Expense
Noninterest expense was $425.6 million for the third quarter of 2019 and included $111.3 million of merger-related expenses. Noninterest expense also included $5.9 million of expense, included within other noninterest expense, related to the write-down of company-owned vacant land parcels, considered a non-core item. Excluding merger-related expenses and the write-down of company-owned vacant land parcels, adjusted noninterest expense was $308.5 million (see "Reconciliation of GAAP to Non-GAAP Financial Measures" tables).

Income Tax (Benefit) Expense
Income tax benefit for the third quarter of 2019 was $11.7 million. The third quarter of 2019 included an $8.0 million tax basis adjustment benefit. The third quarter of 2019 also included a $5.7 million benefit provided by the repricing of TCF's net deferred tax position in conjunction with the completion of the merger and is reflected in the after-tax impact of merger-related expenses.

Credit Quality
Provision for credit losses Provision for credit losses was $27.2 million for the third quarter of 2019.

Net charge-off rate The annualized net charge-offs as a percentage of average loans and leases was 0.39% for the third quarter of 2019.

Allowance for Loan and Lease Losses Allowance for loan and lease losses was $121.2 million, or 0.36% of total loans and leases, at September 30, 2019. Loans acquired in the Merger were recorded at their fair value as of the merger date without a carryover of the related allowance, and as of September 30, 2019, the determination was made that no allowance was needed for this population of loans. Allowance for loan and lease losses and the credit discount on acquired loans was $297.0 million, or 0.89% of total loans and leases at September 30, 2019.

Nonaccrual loans and leases Nonaccrual loans and leases were $181.8 million at September 30, 2019 and represented 0.54% of total loans and leases.

Balance Sheet
Loans and leases Loans and leases were $33.5 billion at September 30, 2019, compared to $19.2 billion at June 30, 2019. Loan and lease balances were impacted by the addition of Chemical's $15.7 billion loan and lease portfolio, partially offset by the transfer of the Legacy TCF auto finance portfolio to held-for-sale ($1.2 billion at September 30, 2019).

Investment securities The investment securities portfolio was $5.7 billion at September 30, 2019, compared to $3.3 billion at June 30, 2019. Portfolio balances were impacted by the addition of Chemical's $3.8 billion investment securities portfolio and the subsequent sale of $1.6 billion of these investment securities during the third quarter of 2019.

4



Deposits Deposits were $35.3 billion at September 30, 2019, compared to $19.1 billion at June 30, 2019. Deposit balances were impacted by the addition of $16.8 billion of Chemical deposits during the third quarter of 2019.

Capital The common equity Tier 1 capital ratio was 10.88% at September 30, 2019.

TCF's board of directors approved an authorization to repurchase up to $150 million of TCF common stock.

TCF’s board of directors also declared a regular quarterly cash dividend of $0.35 per common share payable on December 2, 2019 to shareholders of record at the close of business on November 15, 2019. In addition, the board of directors declared a quarterly cash dividend of $0.35625 per depositary share payable on December 2, 2019 to shareholders of record of the depositary shares, representing a 1/1,000th interest in a share of the 5.70% Series C Non-Cumulative Perpetual Preferred Stock, at the close of business on November 15, 2019.

Conference Call Details TCF will host a conference call to discuss third quarter 2019 results on Tuesday, October 29, 2019 at 10:00 a.m. Eastern Daylight Time. The conference call will be available via a live webcast on the Investor Relations section of TCF's website, ir.tcfbank.com, and archived for replay. The conference call can also be accessed by dialing (844) 512-2926 and entering access code 3865677. To listen to the replay via phone, please dial (877) 344-7529 and enter access code 10135947. The replay begins approximately one hour after the call is completed on Tuesday, October 29, 2019 and will be available through Tuesday, November 5, 2019.


TCF Financial Corporation (NASDAQ: TCF) is a Detroit, Michigan-based financial holding company with $46 billion in total assets and a top 10 deposit market share in the Midwest at September 30, 2019. TCF’s primary banking subsidiary, TCF National Bank, is a premier Midwest bank offering consumer and commercial banking, trust and wealth management, and specialty leasing and lending products and services to consumers, small businesses and commercial clients. TCF has more than 500 branches primarily located in Michigan, Illinois and Minnesota with additional locations in Arizona, Colorado, Indiana, Ohio, South Dakota and Wisconsin. TCF also conducts business across all 50 states and Canada through its specialty lending and leasing businesses. To learn more about TCF, visit ir.tcfbank.com.


5



Cautionary Statements for Purposes of the Safe Harbor Provisions of the Securities Litigation Reform Act
Any statements contained in this earnings release regarding the outlook for the Corporation's businesses and their respective markets, such as projections of future performance, targets, guidance, statements of the Corporation's plans and objectives, forecasts of market trends and other matters are forward-looking statements based on the Corporation's assumptions and beliefs. Such statements may be identified by such words or phrases as "will likely result," "are expected to," "will continue," "outlook," "will benefit," "is anticipated," "estimate," "project," "management believes" or similar expressions. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those discussed in such statements and no assurance can be given that the results in any forward-looking statement will be achieved. For these statements, TCF claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Any forward-looking statement speaks only as of the date on which it is made and we disclaim any obligation to subsequently revise any forward-looking statement to reflect events or circumstances after such date or to reflect the occurrence of anticipated or unanticipated events.

Certain factors could cause the Corporation's future results to differ materially from those expressed or implied in any forward-looking statements contained herein. These factors include the factors discussed in Part I, Item 1A. of the Corporation's Annual Report on Form 10-K for the year ended December 31, 2018 under the heading "Risk Factors" and any other cautionary statements, written or oral, which may be made or referred to in connection with any such forward-looking statements. Since it is not possible to foresee all such factors, these factors should not be considered as complete or exhaustive.
 
Use of Non-GAAP Financial Measures
Management uses the adjusted diluted earnings per common share, adjusted ROAA, adjusted ROACE, ROATCE, adjusted ROATCE, adjusted efficiency ratio, tangible book value per common share and tangible common equity to tangible assets internally to measure performance and believes that these financial measures not recognized under generally accepted accounting principles in the United States ("GAAP") (i.e. non-GAAP) provide meaningful information to investors that will permit them to assess the Corporation's capital and ability to withstand unexpected market or economic conditions and to assess the performance of the Corporation in relation to other banking institutions on the same basis as that applied by management, analysts and banking regulators. TCF adjusts certain results to exclude merger-related expenses and non-core items management believes it is useful to investors in understanding TCF's business and operating results.
These non-GAAP financial measures are not defined by GAAP and other entities may calculate them differently than TCF does. Non-GAAP financial measures have inherent limitations and are not required to be uniformly applied. Although these non-GAAP financial measures are frequently used by stakeholders in the evaluation of a corporation, they have limitations as analytical tools and should not be considered in isolation or as a substitute for analyses of results as reported under GAAP. In particular, a measure of earnings that excludes selected items does not represent the amount that effectively accrues directly to shareholders.
6



TCF FINANCIAL CORPORATION AND SUBSIDIARIES  
Consolidated Statements of Financial Condition (Unaudited) 
Change From  
(Dollars in thousands)
Sep. 30,Jun. 30,Mar. 31,Dec. 31,Sep. 30,Jun. 30, 2019  Sep. 30, 2018
20192019201920182018$%$%
ASSETS:
Cash and cash equivalents:
Cash and due from banks$586,060  $294,566  $283,659  $279,267  $306,834  $291,494  99.0 %$279,226  91.0 %
Interest-bearing deposits with other banks736,954  260,705  180,163  307,790  263,134  476,249  182.7  473,820  180.1  
Total cash and cash equivalents1,323,014  555,271  463,822  587,057  569,968  767,743  138.3  753,046  132.1  
Federal Home Loan Bank and Federal Reserve Bank stocks, at cost290,238  105,659  103,644  91,654  80,672  184,579  174.7  209,566  N.M.  
Investment securities:
Carried at fair value5,579,835  3,109,803  2,945,342  2,470,065  2,379,546  2,470,032  79.4  3,200,289  134.5  
Held-to-maturity, at amortized cost144,000  144,919  148,024  148,852  152,881  (919) (0.6) (8,881) (5.8) 
Total investment securities5,723,835  3,254,722  3,093,366  2,618,917  2,532,427  2,469,113  75.9  3,191,408  126.0  
Loans and leases held-for-sale1,436,069  74,410  64,468  90,664  114,198  1,361,659  N.M.  1,321,871  N.M.  
Loans and leases33,510,752  19,185,137  19,384,210  19,073,020  18,422,088  14,325,615  74.7  15,088,664  81.9  
Allowance for loan and lease losses(121,218) (146,503) (147,972) (157,446) (160,621) 25,285  17.3  39,403  24.5  
Loans and leases, net33,389,534  19,038,634  19,236,238  18,915,574  18,261,467  14,350,900  75.4  15,128,067  82.8  
Premises and equipment, net554,194  432,751  429,711  427,534  429,648  121,443  28.1  124,546  29.0  
Goodwill1,265,111  154,757  154,757  154,757  154,757  1,110,354  N.M.  1,110,354  N.M.  
Other intangible assets, net215,910  18,885  19,684  20,496  21,339  197,025  N.M.  194,571  N.M.  
Loan servicing rights55,301  19  20  23  25  55,282  N.M.  55,276  N.M.  
Other assets1,439,305  991,722  853,005  792,936  740,284  447,583  45.1  699,021  94.4  
Total assets$45,692,511  $24,626,830  $24,418,715  $23,699,612  $22,904,785  $21,065,681  85.5  $22,787,726  99.5  
LIABILITIES AND EQUITY:
Deposits:
Noninterest-bearing$7,979,900  $4,062,912  $4,104,652  $3,936,155  $3,974,333  $3,916,988  96.4 %$4,005,567  100.8 %
Interest-bearing27,306,174  15,049,475  14,919,459  14,967,531  14,522,178  12,256,699  81.4  12,783,996  88.0  
Total deposits35,286,074  19,112,387  19,024,111  18,903,686  18,496,511  16,173,687  84.6  16,789,563  90.8  
Short-term borrowings2,607,300  350,764  355,992  —  2,324  2,256,536  N.M.  2,604,976  N.M.  
Long-term borrowings860,482  1,617,531  1,411,426  1,449,472  1,171,541  (757,049) (46.8) (311,059) (26.6) 
Other liabilities
1,245,238  835,630  981,341  790,194  706,397  409,608  49.0  538,841  76.3  
Total liabilities39,999,094  21,916,312  21,772,870  21,143,352  20,376,773  18,082,782  82.5  19,622,321  96.3  
Equity:
Preferred stock
169,302  169,302  169,302  169,302  169,302  —  —  —  —  
Common stock
153,571  87,944  88,063  88,198  88,201  65,627  74.6  65,370  74.1  
Additional paid-in capital3,478,159  781,788  789,467  798,627  795,856  2,696,371  N.M.  2,682,303  N.M.  
Retained earnings
1,840,214  1,874,308  1,810,701  1,766,994  1,708,410  (34,094) (1.8) 131,804  7.7  
Accumulated other comprehensive income (loss)
56,228  37,334  5,481  (33,138) (65,259) 18,894  50.6  121,487  N.M.  
Treasury stock at cost and other
(27,370) (265,016) (246,621) (252,182) (189,652) 237,646  89.7  162,282  85.6  
Total TCF Financial Corporation shareholders' equity
5,670,104  2,685,660  2,616,393  2,537,801  2,506,858  2,984,444  111.1  3,163,246  126.2  
Non-controlling interest
23,313  24,858  29,452  18,459  21,154  (1,545) (6.2) 2,159  10.2  
Total equity5,693,417  2,710,518  2,645,845  2,556,260  2,528,012  2,982,899  110.0  3,165,405  125.2  
Total liabilities and equity
$45,692,511  $24,626,830  $24,418,715  $23,699,612  $22,904,785  $21,065,681  85.5  $22,787,726  99.5  
N.M. Not Meaningful
7



TCF FINANCIAL CORPORATION AND SUBSIDIARIES
Consolidated Statements of Income (Unaudited)
Quarter EndedChange From
(Dollars in thousands)
Sep. 30,Jun. 30,Mar. 31,Dec. 31,Sep. 30,Jun. 30, 2019Sep. 30, 2018
20192019201920182018$%$%
Interest income:
Interest and fees on loans and leases$417,370  $283,282  $283,238  $275,200  $269,167  $134,088  47.3 %$148,203  55.1 %
Interest on investment securities:—  —  —  —  
Taxable31,038  22,041  16,666  13,915  11,498  8,997  40.8  19,540  169.9  
Tax-exempt3,385  1,208  2,684  4,147  4,328  2,177  180.2  (943) (21.8) 
Interest on loans held-for-sale1,408  599  825  1,405  3,625  809  135.1  (2,217) (61.2) 
Interest on other earning assets6,607  3,651  3,481  3,242  3,089  2,956  81.0  3,518  113.9  
Total interest income459,808  310,781  306,894  297,909  291,707  149,027  48.0  168,101  57.6  
Interest expense:
Interest on deposits70,900  40,646  37,608  33,462  27,479  30,254  74.4  43,421  158.0  
Interest on borrowings17,115  16,078  14,857  11,294  10,726  1,037  6.4  6,389  59.6  
Total interest expense88,015  56,724  52,465  44,756  38,205  31,291  55.2  49,810  130.4  
Net interest income371,793  254,057  254,429  253,153  253,502  117,736  46.3  118,291  46.7  
Provision for credit losses27,188  13,569  10,122  18,894  2,270  13,619  100.4  24,918  N.M.  
Net interest income after provision for credit losses
344,605  240,488  244,307  234,259  251,232  104,117  43.3  93,373  37.2  
Noninterest income:
Fees and service charges on deposit accounts34,384  27,842  26,278  29,539  29,175  6,542  23.5  5,209  17.9  
Leasing revenue39,590  39,277  38,165  51,602  41,944  313  0.8  (2,354) (5.6) 
Wealth management revenue4,241  —  —  —  —  4,241  N.M.  4,241  N.M.  
Card and ATM revenue23,315  20,496  18,659  20,093  20,074  2,819  13.8  3,241  16.1  
Net (loss) gain on sales of loans and leases(5,984) 11,141  8,217  8,795  8,502  (17,125) N.M.  (14,486) N.M.  
Servicing fee revenue5,121  4,523  5,110  5,523  6,032  598  13.2  (911) (15.1) 
Net gains on investment securities5,900  1,066  451  167  94  4,834  N.M.  5,806  N.M.  
Other(12,309) 5,373  6,624  8,149  6,243  (17,682) N.M.  (18,552) N.M.  
Total noninterest income94,258  109,718  103,504  123,868  112,064  (15,460) (14.1) (17,806) (15.9) 
Noninterest expense:
Compensation and employee benefits155,745  116,266  123,942  130,022  124,996  39,479  34.0  30,749  24.6  
Occupancy and equipment49,229  41,850  41,710  42,277  42,337  7,379  17.6  6,892  16.3  
Lease financing equipment depreciation19,408  19,133  19,256  19,085  19,525  275  1.4  (117) (0.6) 
Net foreclosed real estate and repossessed assets2,203  2,448  4,630  4,396  3,880  (245) (10.0) (1,677) (43.2) 
Merger-related expenses111,259  4,226  9,458  —  —  107,033  N.M.  111,259  N.M.  
Other87,776  52,926  54,079  54,178  55,685  34,850  65.8  32,091  57.6  
Total noninterest expense425,620  236,849  253,075  249,958  246,423  188,771  79.7  179,197  72.7  
Income before income tax expense
13,243  113,357  94,736  108,169  116,873  (100,114) (88.3) (103,630) (88.7) 
Income tax (benefit) expense(11,735) 19,314  21,287  20,013  28,034  (31,049) N.M.  (39,769) N.M.  
Income after income tax expense
24,978  94,043  73,449  88,156  88,839  (69,065) (73.4) (63,861) (71.9) 
Income attributable to non-controlling interest
2,830  3,616  2,955  2,504  2,643  (786) (21.7) 187  7.1  
Net income attributable to TCF Financial Corporation
22,148  90,427  70,494  85,652  86,196  (68,279) (75.5) (64,048) (74.3) 
Preferred stock dividends2,494  2,494  2,493  2,494  2,494  —  —  —  —  
Net income available to common shareholders
$19,654  $87,933  $68,001  $83,158  $83,702  $(68,279) (77.6) $(64,048) (76.5) 
N.M. Not Meaningful

8



TCF FINANCIAL CORPORATION AND SUBSIDIARIES
Consolidated Statements of Income (Unaudited)
Nine Months Ended September 30,Change
(Dollars in thousands, except per share data)20192018$%
Interest income:
Interest and fees on loans and leases$983,890  $806,935  $176,955  21.9   
Interest on investment securities:
Taxable69,745  27,491  42,254  153.7  
Tax-exempt7,277  12,991  (5,714) (44.0) 
Interest on loans held-for-sale2,832  5,281  (2,449) (46.4) 
Interest on other earning assets13,739  8,722  5,017  57.5  
Total interest income1,077,483  861,420  216,063  25.1  
Interest expense:  
Interest on deposits149,154  74,228  74,926  100.9  
Interest on borrowings48,050  31,850  16,200  50.9  
Total interest expense197,204  106,078  91,126  85.9  
Net interest income880,279  755,342  124,937  16.5  
Provision for credit losses50,879  27,874  23,005  82.5  
Net interest income after provision for credit losses829,400  727,468  101,932  14.0  
Noninterest income:  
Fees and service charges on deposit accounts88,504  83,703  4,801  5.7  
Leasing revenue117,032  121,001  (3,969) (3.3) 
Wealth management revenue4,241  —  4,241  N.M.  
Card and ATM revenue62,470  58,313  4,157  7.1  
Net gains on sales of loans and leases13,374  24,900  (11,526) (46.3) 
Servicing fee revenue14,754  21,811  (7,057) (32.4) 
Net gains (losses) on investment securities7,417  181  7,236  N.M.  
Other(312) 20,620  (20,932) N.M.  
Total noninterest income307,480  330,529  (23,049) (7.0) 
Noninterest expense:  
Compensation and employee benefits395,953  372,174  23,779  6.4  
Occupancy and equipment132,789  123,562  9,227  7.5  
Lease financing equipment depreciation57,797  54,744  3,053  5.6  
Net foreclosed real estate and repossessed assets9,281  12,654  (3,373) (26.7) 
Merger-related expenses124,943  —  124,943  N.M.  
Other194,781  201,308  (6,527) (3.2) 
Total noninterest expense915,544  764,442  151,102  19.8  
Income before income tax expense221,336  293,555  (72,219) (24.6) 
Income tax expense28,866  66,083  (37,217) (56.3) 
Income after income tax expense192,470  227,472  (35,002) (15.4) 
Income attributable to non-controlling interest9,401  8,766  635  7.2  
Net income attributable to TCF Financial Corporation183,069  218,706  (35,637) (16.3) 
Preferred stock dividends7,481  9,094  (1,613) (17.7) 
Impact of preferred stock redemption—  3,481  (3,481) (100.0) 
Net income available to common shareholders$175,588  $206,131  $(30,543) (14.8) 
Earnings per common share:
Basic$1.79  $2.44  $(0.65) (26.6)  
Diluted1.79  2.43  (0.64) (26.3) 
N.M. Not Meaningful
9


TCF FINANCIAL CORPORATION AND SUBSIDIARIES
Consolidated Average Balance Sheets, Yields and Rates (Unaudited)
Three Months Ended
September 30, 2019June 30, 2019September 30, 2018
AverageYields &AverageYields &AverageYields &
(Dollars in thousands)Balance
Interest(1)
Rates(1)(2)
Balance
Interest(1)
Rates(1)(2)
Balance
Interest(1)
Rates(1)(2)
ASSETS:
Federal Home Loan Bank and Federal Reserve Bank stocks$230,767  $806  1.39 %$112,118  $1,093  3.91 %$87,485  $1,057  4.81 %
Investment securities held-to-maturity143,078  602  1.68  146,296  924  2.53  153,652  988  2.57  
Investment securities available-for-sale:
Taxable4,232,878  30,4362.88  2,711,984  21,117  3.11  1,525,665  10,511  2.76  
Tax-exempt(3)
643,576  4,2832.66  222,534  1,530  2.75  823,854  5,478  2.66  
Loans and leases held-for-sale118,482  1,4084.74  40,835  599  5.88