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Section 1: 11-K (11-K)

 

 

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, 2008

 

or

 

o         TRANSITION REPORT PURSUANT TO SECTION 15(d)
            OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission File No. 33-43030

 

A.                       Full title of the plan and the address of the plan, if different from that of the issuer named below:

 

TCF EMPLOYEES STOCK PURCHASE PLAN

 

GRAPHIC

 

B.                         Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

 

TCF FINANCIAL CORPORATION

200 Lake Street East

Mail Code EX0-03-A

Wayzata, Minnesota 55391-1693

 


 

REQUIRED INFORMATION

 

The TCF Employees Stock Purchase Plan of TCF Financial Corporation 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/ William A. Cooper

 

 

William A. Cooper, Chairman and

 

 

Chief Executive Officer

 

 

(Principal Executive Officer)

 

 

 

 

 

 

 

By

/s/ Thomas F. Jasper

 

 

Thomas F. Jasper, Executive Vice

 

 

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 25, 2009

 


 

TCF Employees Stock Purchase Plan

 

Form 11-K

 

Index to Exhibits

 

Exhibit

 

 

Number

 

Description

 

 

 

23

 

Consent of KPMG LLP dated June 25, 2009

 

 

 

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. 333-154929, 333-146741, 333-113748 and 333-72394) on Form S-8 of TCF Financial Corporation of our report dated June 25, 2009, with respect to the statements of net assets available for plan benefits of the TCF Employees Stock Purchase Plan as of December 31, 2008 and 2007, 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, 2008, and related schedules as of and for the year ended December 31, 2008, which report appears in the December 31, 2008 annual report on Form 11-K of the TCF Employees Stock Purchase Plan.

 

 

/s/ KPMG LLP

 

 

Minneapolis, Minnesota

June 25, 2009

 

(Back To Top)

Section 3: EX-99 (EX-99)

 

Exhibit 99

 

TCF Employees Stock Purchase Plan

 

 

Financial Statements and

Supplemental Schedules

 

 

December 31, 2008, 2007 and 2006

 

 


 

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, 2008 and 2007

2

 

 

Statements of Changes in Net Assets Available for Plan Benefits –

Years ended December 31, 2008, 2007 and 2006

3

 

 

Notes to Financial Statements

4 - 14

 

 

Supplemental Schedules:

 

 

 

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

15

 

 

Schedule 2 - Schedule of Reportable Transactions

16

 


 

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, 2008 and 2007, 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, 2008.  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, 2008 and 2007, and the changes in net assets available for plan benefits for each of the years in the three-year period ended December 31, 2008 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

 

 

Minneapolis, Minnesota

June 25, 2009

 

 

1


 

TCF Employees Stock Purchase Plan

 

Statements of Net Assets Available for Plan Benefits

 

 

 

At December 31,

 

 

 

2008

 

2007

 

Assets:

 

 

 

 

 

Investments at fair market value:

 

 

 

 

 

TCF Financial Corporation Stock Fund:

 

 

 

 

 

TCF Financial Corporation stock

 

$

105,827,462

 

$

129,846,137

 

Cash and accrued interest receivable

 

17,020

 

114,436

 

Total TCF Financial Corporation Stock Fund

 

105,844,482

 

129,960,573

 

TCF Financial Corporation stock (held for
in-kind distributions)

 

-

 

61,249

 

Mutual funds

 

16,481,627

 

23,512,281

 

Money market funds

 

5,383,387

 

2,984,318

 

Total investments

 

127,709,496

 

156,518,421

 

Receivables

 

14,971

 

266

 

Total assets

 

127,724,467

 

156,518,687

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

Outstanding distribution payments

 

297,893

 

-

 

 

 

 

 

 

 

Net assets available for plan benefits

 

$

127,426,574

 

$

156,518,687

 

 

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,

 

 

 

2008

 

2007

 

2006

 

Investment income:

 

 

 

 

 

 

 

Dividends

 

$

7,958,194

 

$

7,656,835

 

$

7,599,557

 

Interest

 

12,245

 

18,285

 

15,755

 

Total investment income

 

7,970,439

 

7,675,120

 

7,615,312

 

 

 

 

 

 

 

 

 

Net (depreciation) appreciation:

 

 

 

 

 

 

 

Realized gains /(losses) on distributions,
sales and share class changes:

 

 

 

 

 

 

 

TCF Financial Corporation
Stock Fund

 

3,404,611

 

15,246,889

 

16,295,848

 

Mutual funds

 

(577,504

)

950,044

 

228,709

 

 

 

 

 

 

 

 

 

Change in unrealized (depreciation)
appreciation of investments:

 

 

 

 

 

 

 

TCF Financial Corporation
Stock Fund

 

(34,442,410

)

(83,394,844

)

(14,615,534

)

Mutual funds

 

(7,683,035

)

(527,787

)

979,967

 

Total net (depreciation)
appreciation

 

(39,298,338

)

(67,725,698

)

2,888,990

 

 

 

 

 

 

 

 

 

Deposits and contributions:

 

 

 

 

 

 

 

Participant deposits

 

12,474,684

 

11,891,988

 

10,541,352

 

Employer cash contributions

 

6,860,806

 

6,551,633

 

5,060,275

 

Total deposits and contributions

 

19,335,490

 

18,443,621

 

15,601,627

 

 

 

 

 

 

 

 

 

Distributions:

 

 

 

 

 

 

 

Withdrawals and distributions

 

(13,835,378

)

(25,900,311

)

(25,493,854

)

Dividends

 

(3,148,335

)

(3,208,712

)

(3,417,349

)

Total distributions

 

(16,983,713

)

(29,109,023

)

(28,911,203

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Administrative expenses

 

(115,991

)

(378,296

)

(330,352

)

 

 

 

 

 

 

 

 

Decrease in net assets
available for plan benefits

 

(29,092,113

)

(71,094,276

)

(3,135,626

)

 

 

 

 

 

 

 

 

Net assets available for plan benefits:

 

 

 

 

 

 

 

Beginning of year

 

156,518,687

 

227,612,963

 

230,748,589

 

End of year

 

$

127,426,574

 

$

156,518,687

 

$

227,612,963

 

 

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.  The fair value of these assets are based upon quotes from independent asset pricing services based on active markets.  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 (“GAAP”) 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.

 

The Plan provides for investment in TCF Financial Corporation common stock.  At December 31, 2008 and 2007, approximately 83% of the Plan’s total assets were invested in the common stock of TCF Financial Corporation. The underlying value of the TCF Financial Corporation common stock is entirely dependent upon the performance of TCF Financial Corporation and the market’s evaluation of such performance.

 

(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.

 

 

4


 

TCF Employees Stock Purchase Plan

 

Notes to Financial Statements (Continued)

 

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.  Prior to April 1, 2006, an additional 6% of their covered pay could be contributed to the Plan on an after tax basis, 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 $15,500, $15,500 and $15,000 during 2008, 2007 and 2006, 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 2008.

 

Participating employers match the contributions of employees who have completed one year of service at the rate of 50 cents per dollar contributed for employees with one to less than five years of service, 75 cents per dollar contributed for employees with five to less than ten years of service and $1 per dollar contributed for employees with ten or more years of service.  Employer matching contributions are made on the first 6% of eligible compensation contributed.  Prior to April 1, 2006, participating employers matched the contributions of all employees who had worked 1,000 hours and completed one year of service at the rate of 50 cents per dollar contributed on the first 6% of eligible compensation contributed.  Effective April 1, 2006, the 1,000 hours of work requirement was eliminated.  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.

 

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.  Effective June 1, 2008, participants may also elect to diversify their employer matching account balance immediately without a service completion requirement.  Between January 1, 2007 and May 31, 2008, participants were able to elect to diversify their employer matching account balance after completing three years of service. Prior to January 1, 2007, participants were able to elect to diversify their employer matching account balance if they were fully vested (after 5 years of service) or eligible to diversify under a provision applying to those age 50 or older. Eligible participants may select from 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 and the TCF Financial Corporation Stock Fund.

 

 

5


 

TCF Employees Stock Purchase Plan

 

Notes to Financial Statements (Continued)

 

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.

 

Dividends paid on the TCF Financial Corporation Stock Fund are reinvested in such 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.

 

Effective July 1, 2008, 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, reduction of employer contributions and Plan administration expenses as defined.  Other Plan obligations are paid directly by TCF Financial.  Administrative expenses paid by TCF Financial during 2008, 2007 and 2006 totaled $812,621, $512,758 and $853,922, respectively.  Any remaining forfeiture amounts are retained by the Plan to be used for payment of Plan obligations in future periods.

 

Effective April 1, 2008, the trustee now redeposits to the Plan all outstanding distribution checks which have not been cashed within 120 days from date of issuance on a monthly basis.  During 2008, TCF received $322,700 of redeposited distributions from the trustee.  As of December 31, 2008, $297,893 of distributions were payable to participants.

 

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

 

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.

 

Subsequent Event

 

Effective January 1, 2009, Mercer Trust Company was appointed to serve as the trustee of the Plan under the trust agreement and record keeping administration of the Plan was moved to Mercer HR Services, LLC.

 

 

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, 2008

 

 

 

 

 

Participant

 

Employer 

 

At December 31,

 

 

 

Deposits at

 

Contributions

 

2008

 

Participating Employer

 

Cost

 

at Cost

 

Net Assets

 

 

 

 

 

 

 

 

 

TCF Financial Corporation

 

$

112,193

 

$

77,640

 

$

3,768,369

 

TCF National Bank

 

10,312,510

 

5,692,175

 

110,713,252

 

TCF National Bank Arizona

 

81,413

 

33,906

 

565,730

 

TCF Equipment Finance, Inc.

 

1,195,055

 

595,380

 

5,289,169

 

Winthrop Resources Corporation

 

554,492

 

375,523

 

4,323,782

 

TCF Portfolio Services, Inc.

 

93,013

 

58,506

 

1,257,628

 

TCF Agency, Inc.

 

66,253

 

24,537

 

921,118

 

TCF Insurance Agency, Inc.

 

-

 

-

 

484,575

 

Great Lakes Mortgage LLC

 

14,547

 

3,139

 

59,531

 

TCF Inventory Finance

 

45,208

 

-

 

43,420

 

Total

 

$

12,474,684

 

$

6,860,806

 

$

127,426,574

 

 

 

 

Year Ended December 31, 2007

 

 

 

 

 

Participant

 

Employer

 

At December 31,

 

 

 

Deposits at

 

Contributions

 

 2007

 

Participating Employer

 

 Cost

 

 at Cost

 

Net Assets

 

 

 

 

 

 

 

 

 

TCF Financial Corporation

 

$

86,232

 

$

65,590

 

$

5,278,238

 

TCF National Bank

 

10,138,937

 

5,579,949

 

137,136,262

 

TCF National Bank Arizona

 

31,245

 

21,512

 

599,468

 

TCF Equipment Finance, Inc.

 

982,197

 

483,912

 

5,235,071

 

Winthrop Resources Corporation

 

513,939

 

327,091

 

5,183,152

 

TCF Portfolio Services, Inc.

 

67,781

 

46,214

 

1,352,999

 

TCF Agency, Inc.

 

64,073

 

23,949

 

1,070,581

 

TCF Insurance Agency, Inc.

 

-

 

-

 

610,484

 

Great Lakes Mortgage LLC

 

7,584

 

3,416

 

52,432

 

Total

 

$

11,891,988

 

$

6,551,633

 

$

156,518,687

 

 

 

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 distributed from the Plan.  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

 

Effective June 1, 2008, participants may elect to diversify their employer matching account balance immediately without a service completion requirement.

 

Non-participant directed assets at December 31, 2007 are the employer matching account balances of participants that have not yet completed three years of service.  Non-participant directed assets at December 31, 2006 are the employer matching account balances of participants that are not 100% vested (generally five years of service completed) and are not eligible to diversify under the age 50 or older diversification provision.

 

The following schedules disclose information about non-participant directed assets:

 

 

 

At December 31,

 

 

 

2008

 

2007

 

Assets:

 

 

 

 

 

Investments at fair market value:

 

 

 

 

 

TCF Financial Corporation Stock Fund

 

$

-

 

$

947,812

 

Net assets not directed by participants

 

$

-

 

$

947,812

 

 

 

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,

 

 

 

2008

 

2007

 

2006

 

Investment income:

 

 

 

 

 

 

 

Dividends

 

$

27,754

 

$

34,603

 

$

87,802

 

Interest

 

-

 

111

 

202

 

Total investment income

 

27,754

 

34,714

 

88,004

 

 

 

 

 

 

 

 

 

Net (depreciation) appreciation

 

(402,872

)

(297,925

)

93,195

 

 

 

 

 

 

 

 

 

Employer cash contributions

 

546,071

 

1,069,427

 

1,402,090

 

 

 

 

 

 

 

 

 

Transfers to assets eligible for
participant direction

 

(947,812

)

(2,225,906

)

(1,033,339

)

 

 

 

 

 

 

 

 

Distributions:

 

 

 

 

 

 

 

Withdrawals and distributions

 

(54,559

)

(171,740

)

(354,096

)

Dividends

 

(403

)

(1,202

)

(3,544

)

Total distributions

 

(54,962

)

(172,942

)

(357,640

)

 

 

 

 

 

 

 

 

Administrative expenses

 

(115,991

)

(378,296

)

(330,352

)

 

 

 

 

 

 

 

 

Decrease in net assets
not directed by participants

 

(947,812

)

(1,970,928

)

(138,042

)

 

 

 

 

 

 

 

 

Net assets not directed by
participants:

 

 

 

 

 

 

 

Beginning of year

 

947,812

 

2,918,740

 

3,056,782

 

End of year

 

$

-

 

$

947,812

 

$

2,918,740

 

 

 

 

9


 

TCF Employees Stock Purchase Plan

 

Notes to Financial Statements (Continued)

 

(6)                                  Investments

 

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

 

 

 

At December 31, 2008

 

 

 

Cost

 

Fair Value

 

Unrealized (Depreciation)

 

TCF Financial Corporation Stock Fund*:

 

 

 

 

 

 

 

TCF Financial Corporation stock

 

$

106,562,953

 

$

105,827,462

 

$

(735,491

)

Cash and accrued
interest receivable

 

17,020

 

17,020

 

-

 

Total TCF Financial
Corporation Stock Fund

 

106,579,973

 

105,844,482

 

(735,491

)

Mutual funds

 

23,327,638

 

16,481,627

 

(6,846,011

)

Money market funds

 

5,383,387

 

5,383,387

 

-

 

 

 

$

135,290,998

 

$

127,709,496

 

$

(7,581,502

)

 

 

 

At December 31, 2007

 

 

 

Cost

 

Fair Value

 

Unrealized Appreciation

 

TCF Financial Corporation Stock Fund*:

 

 

 

 

 

 

 

TCF Financial Corporation stock

 

$

96,158,062

 

$

129,846,137

 

$

33,688,075

 

Cash and accrued
interest receivable

 

114,436

 

114,436

 

-

 

Total TCF Financial
Corporation Stock Fund

 

96,272,498

 

129,960,573

 

33,688,075

 

TCF Financial Corporation stock (held
for in-kind distributions)

 

42,405

 

61,249

 

18,844

 

Mutual funds **

 

22,675,258

 

23,512,281

 

837,023

 

Money market funds

 

2,984,318

 

2,984,318

 

-

 

 

 

$

121,974,479

 

$

156,518,421

 

$

34,543,942

 

 

* Individual investments which represent 5% or more of the plan’s net assets.

 

** Includes an individual investment in the Vanguard Mid-Cap Index Fund which has a fair value of $8,114,641 and represents 5% or more of the plan’s net assets.

 

 

10

 


 

TCF Employees Stock Purchase Plan

 

Notes to Financial Statements (Continued)

 

(7)                                  Fair Value Measurement

 

Effective January 1, 2008, the Plan adopted Statement of Financial Accounting Standards (SFAS) No. 157, Fair Value Measurements.  SFAS No. 157 defines fair value and establishes a consistent framework for measuring fair value and expands disclosure requirements for fair value measurements.  Fair values represent the estimated price that would be received from selling an asset or paid to transfer a liability, otherwise known as an “exit price”.

 

At December 31, 2008, assets held in trust for the Plan included investments in publicly traded stock, mutual funds and money market funds. The fair value of these assets is based upon quotes from the independent asset pricing services based on active markets, which are considered level 1 under SFAS No. 157 and are measured on a recurring basis.  There were no assets measured on a recurring basis that are based on observable market prices (level 2) or company determined market prices (level 3).

 

11


 
TCF Employees Stock Purchase Plan
 

Notes to Financial Statements (Continued)

 

(8)                                  Distributions

 

Participants can elect to receive distributions from the Plan in the form of cash or shares of TCF Financial Corporation common stock.  Distributions, sales and share class changes (mutual funds) are as follows:

 

 

 

Year Ended December 31, 2008

 

 

 

Number of

Units/Shares

 

Cost

 

Fair Value

 

Gains / (Losses)

on Distributions

and Sales

 

TCF Financial

 

 

 

 

 

 

 

 

 

Corporation stock

 

813,826

 

$

10,435,139

 

$

13,839,750

 

$

3,404,611

 

Mutual funds

 

237,748

 

6,437,555

 

5,860,051

 

(577,504

)

Money market funds

 

44,422,615

 

44,422,615

 

44,422,615

 

-

 

 

 

45,474,189

 

$

61,295,309

 

$

64,122,416

 

$

2,827,107

 

 

 

 

Year Ended December 31, 2007

 

 

 

Number of

Units/Shares

 

Cost

 

Fair Value

 

Gains on

Distributions

and Sales

 

TCF Financial

 

 

 

 

 

 

 

 

 

Corporation stock

 

1,024,081

 

$

11,510,445

 

$

26,757,334

 

$

15,246,889

 

Mutual funds

 

182,113

 

4,040,725

 

4,990,769

 

950,044

 

Money market funds

 

65,219,021

 

65,219,021

 

65,219,021

 

-

 

 

 

66,425,215

 

$

80,770,191

 

$

96,967,124

 

$

16,196,933

 

 

 

 

Year Ended December 31, 2006

 

 

 

Number of

Units/Shares

 

Cost

 

Fair Value

 

Gains on

Distributions

and Sales

 

TCF Financial

 

 

 

 

 

 

 

 

 

Corporation stock

 

1,020,991

 

$

10,497,700

 

$

26,793,548

 

$

16,295,848

 

Mutual funds

 

196,513

 

4,186,254

 

4,414,963

 

228,709

 

Money market funds

 

63,021,383

 

63,021,383

 

63,021,383

 

-

 

 

 

64,238,887

 

$

77,705,337

 

$

94,229,894

 

$

16,524,557

 

 

Cash and shares of TCF Financial Corporation common stock totaling $16,983,713, $29,109,023 and $28,911,203 were distributed in 2008, 2007 and 2006, respectively.  At December 31, 2008 and 2007, there were $66,854 and $131,251, respectively, of distribution amounts that have not yet been paid to participants.  In addition, at December 31, 2008, there was $297,893 of distribution amounts previously paid to current and prior plan participants which have not yet been cashed. At December 31, 2007, such outstanding distribution payments were an obligation of the trustee, not the Plan.  Outstanding distribution payments are shown as a liability reducing assets available for plan benefits.

 

12


 
TCF Employees Stock Purchase Plan
 

Notes to Financial Statements (Continued)

 

The accompanying financial statements for 2008 and 2007 differ from Form 5500, as filed with the Department of Labor, as follows:

 

 

 

At December 31,

 

 

 

2008

 

2007

 

Net assets available for plan benefits

 

 

 

 

 

per accompanying financial statements

 

$

127,426,574

 

$

156,518,687

 

Distributions in process payable to

 

 

 

 

 

participants

 

(66,854

)

(131,251

)

Net assets available for plan benefits
per Form 5500

 

$

127,359,720

 

$

156,387,436

 

 

 

The following is a reconciliation of distributions paid to participants per the financial statements to Form 5500:

 

 

 

Year Ended December 31,

 

 

 

2008

 

2007

 

Distributions to participants

 

 

 

 

 

per accompanying financial statements

 

$

16,983,713

 

$

29,109,023

 

Add: Amounts allocated to withdrawing

 

 

 

 

 

participants at December 31, 2008

 

66,854

 

131,251

 

Less: Amounts allocated to withdrawing

 

 

 

 

 

participants at December 31, 2007

 

(131,251

)

(74,363

)

Distributions to participants
per Form 5500

 

$

16,919,316

 

$

29,165,911

 

 

13


 
TCF Employees Stock Purchase Plan
 

Notes to Financial Statements (Continued)

 

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

 

 

 

Year Ended December 31,

 

 

 

2008

 

2007

 

2006

 

 

 

 

 

 

 

 

 

Total forfeitures for the current year

 

$

321,963

 

$

361,480

 

$

269,280

 

Forfeitures used to pay plan expenses

 

(115,991

)

(378,296

)

(330,352

)

Forfeitures used to fund employer

 

 

 

 

 

 

 

contributions

 

(205,000

)

(2,051

)

(5,291

)

Interest on forfeited amounts

 

4,453

 

8,873

 

7,407

 

Forfeitures carried over from

 

 

 

 

 

 

 

previous year

 

9,808

 

19,802

 

78,758

 

Forfeitures to be used to offset
future expenses

 

$

15,233

 

$

9,808

 

$

19,802

 

 

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

 

(9)                                  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 2008 and 2007, TCF Financial did not purchase any shares of TCF Financial Corporation common stock from the Plan.

 

During 2008 the Plan purchased 595,916 shares of TCF Financial Corporation common stock from TCF Financial Corporation for $8,862,410.  The shares were purchased at current market prices with no commission fees.  No such purchases from TCF Financial Corporation were made in 2007.

 

14


 
Schedule 1
 
TCF Employees Stock Purchase Plan
 

Schedule of Assets (Held at End of Year)

 

At December 31, 2008

 

Issuer

 

Description

 

Units /

Shares

 

Cost

 

Fair Value

 

 

 

 

 

 

 

 

 

 

 

TCF Financial Corporation stock*

 

 

 

 

 

$

106,562,953

 

$

105,827,462

 

Cash and accrued interest

 

 

 

 

 

 

 

 

 

receivable

 

 

 

 

 

17,020

 

17,020

 

Total TCF Financial

 

Stock

 

 

 

 

 

 

 

Corporation Stock Fund*:

 

Fund

 

7,747,252

 

$

106,579,973

 

$

105,844,482

 

 

 

 

 

 

 

 

 

 

 

Vanguard Institutional

 

Mutual

 

 

 

 

 

 

 

Index Fund

 

Fund

 

61,268

 

$

7,312,374

 

$

5,057,074

 

 

 

 

 

 

 

 

 

 

 

Vanguard Mid-Cap

 

Mutual

 

 

 

 

 

 

 

Index Fund

 

Fund

 

388,616

 

$

7,330,123

 

$

4,593,441

 

 

 

 

 

 

 

 

 

 

 

Vanguard Small-Cap

 

Mutual

 

 

 

 

 

 

 

Index Fund

 

Fund

 

154,875

 

$

5,089,786

 

$

3,159,449

 

 

 

 

 

 

 

 

 

 

 

Vanguard Intermediate-Term Bond

 

Mutual

 

 

 

 

 

 

 

Index Fund

 

Fund

 

349,682

 

$

3,595,355

 

$

3,671,663

 

 

 

 

 

 

 

 

 

 

 

Vanguard Prime Money Market

 

Money

 

 

 

 

 

 

 

Fund

 

Market Fund

 

5,025,374

 

$

5,025,374

 

$

5,025,374

 

 

 

 

 

 

 

 

 

 

 

First American Prime

 

Money

 

 

 

 

 

 

 

Obligations Class Y Fund*

 

Market Fund

 

358,013

 

$

358,013

 

$

358,013

 

 

*Parties-in-interest

 

See accompanying Report of Independent Registered Public Accounting Firm.

 

15


 

Schedule 2
 
TCF Employees Stock Purchase Plan
 

Schedule of Reportable Transactions

 

Year Ended December 31, 2008

 

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 Gains

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TCF Financial

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporation

 

 

 

 

 

 

 

 

 

 

 

 

 

stock*

 

93

 

266

 

$

20,797,625

 

$

13,839,750

 

$

10,435,139

 

$

3,404,611

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

First American

 

 

 

 

 

 

 

 

 

 

 

 

 

Prime Obligations

 

 

 

 

 

 

 

 

 

 

 

 

 

Class Y Fund*

 

541

 

487

 

$

41,955,390

 

$

41,653,915

 

$

41,653,915

 

$

-

 

 

 

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

 

 

 

Number of

 

Amount of

 

 

 

Description of
Asset

 

Purchases

 

Sales

 

Purchases

 

Sales

 

Cost

 

Net Gains

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Not Applicable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*Parties-in-interest

 

See accompanying Report of Independent Registered Public Accounting Firm.

 

16

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