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Section 1: 11-K (11-K)

Table of Contents

 

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, 2009

 

or

 

[  ]                              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

 

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

 



Table of Contents

 

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 trustees (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 24, 2010

 



Table of Contents

 

TCF Employees Stock Purchase Plan

 

Form 11-K

 

Index to Exhibits

 

 

Exhibit
Number  

 

Description

 

 

 

23

 

Consent of KPMG LLP dated June 24, 2010

 

 

 

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 24, 2010, with respect to the statements of net assets available for plan benefits of the TCF Employees Stock Purchase Plan as of December 31, 2009 and 2008, 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, 2009, and related schedules as of and for the year ended December 31, 2009, which report appears in the December 31, 2009 annual report on Form 11-K of the TCF Employees Stock Purchase Plan.

 

 

/s/ KPMG LLP

 

 

Minneapolis, Minnesota

June 24, 2010

 


(Back To Top)

Section 3: EX-99 (EX-99)

 

Exhibit 99

 

TCF Employees Stock Purchase Plan

 

Financial Statements and

    Supplemental Schedules

 

December 31, 2009, 2008 and 2007

 



 

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, 2009 and 2008

 

2

 

 

 

Statements of Changes in Net Assets Available for Plan Benefits -
Years ended December 31, 2009, 2008 and 2007

 

3

 

 

 

Notes to Financial Statements

 

4 - 14

 

 

 

Supplemental Schedules:

 

 

 

 

 

Schedule 1 - Schedule H, line 4i - Schedule of Assets (Held at End of Year)

 

15

 

 

 

Schedule 2 - Schedule H, line 4j - 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, 2009 and 2008, 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, 2009. 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, 2009 and 2008, and the changes in net assets available for plan benefits for each of the years in the three-year period ended December 31, 2009 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 24, 2010

 

 

1



 

TCF Employees Stock Purchase Plan

 

Statements of Net Assets Available for Plan Benefits

 

 

 

 

At December 31,

 

 

 

 

2009

 

 

2008

 

Assets:

 

 

 

 

 

 

 

Investments at fair value:

 

 

 

 

 

 

 

TCF Financial Corporation Stock Fund:

 

 

 

 

 

 

 

TCF Financial Corporation stock

 

 

$ 110,882,716

 

 

$ 105,827,462

 

Cash and accrued interest receivable

 

 

8,440

 

 

17,020

 

Total TCF Financial Corporation Stock Fund

 

 

110,891,156

 

 

105,844,482

 

 

 

 

 

 

 

 

 

Mutual funds

 

 

26,245,310

 

 

16,481,627

 

Money market funds

 

 

6,218,640

 

 

5,383,387

 

Total investments

 

 

143,355,106

 

 

127,709,496

 

Receivables

 

 

-    

 

 

14,971

 

Total assets

 

 

143,355,106

 

 

127,724,467

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

Distributions payable to participants

 

 

247,586

 

 

297,893

 

 

 

 

 

 

 

 

 

Net assets available for plan benefits

 

 

$ 143,107,520

 

 

$ 127,426,574

 

 

 

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,

 

 

 

2009

 

2008

 

2007

 

Investment income:

 

 

 

 

 

 

 

Dividends

 

$     3,712,238

 

 

$     7,958,194

 

 

$     7,656,835

 

 

Interest

 

-     

 

 

12,245

 

 

18,285

 

 

Total investment income

 

3,712,238

 

 

7,970,439

 

 

7,675,120

 

 

 

 

 

 

 

 

 

 

 

 

 

Net appreciation (depreciation):

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

TCF Financial Corporation
Stock Fund

 

(224,971

)

 

3,404,611

 

 

15,246,889

 

 

Mutual funds

 

(1,035,313

)

 

(577,504

)

 

950,044

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in unrealized appreciation
(depreciation) of investments:

 

 

 

 

 

 

 

 

 

 

TCF Financial Corporation
Stock Fund

 

463,219

 

 

(34,442,410

)

 

(83,394,844

)

 

Mutual funds

 

5,989,852

 

 

(7,683,035

)

 

(527,787

)

 

Total net appreciation
(depreciation)

 

5,192,787

 

 

(39,298,338

)

 

(67,725,698

)

 

 

 

 

 

 

 

 

 

 

 

 

Deposits and contributions:

 

 

 

 

 

 

 

 

 

 

Participant deposits

 

12,753,184

 

 

12,474,684

 

 

11,891,988

 

 

Employer cash contributions

 

6,868,723

 

 

6,860,806

 

 

6,551,633

 

 

Total deposits and contributions

 

19,621,907

 

 

19,335,490

 

 

18,443,621

 

 

 

 

 

 

 

 

 

 

 

 

 

Distributions:

 

 

 

 

 

 

 

 

 

 

Withdrawals and distributions

 

(11,550,388

)

 

(13,835,378

)

 

(25,900,311

)

 

Dividends

 

(1,295,598

)

 

(3,148,335

)

 

(3,208,712

)

 

Total distributions

 

(12,845,986

)

 

(16,983,713

)

 

(29,109,023

)

 

 

 

 

 

 

 

 

 

 

 

 

Administrative expenses

 

-    

 

 

(115,991

)

 

(378,296

)

 

 

 

 

 

 

 

 

 

 

 

 

Increase (decrease) in net assets
available for plan benefits

 

15,680,946

 

 

(29,092,113

)

 

(71,094,276

)

 

 

 

 

 

 

 

 

 

 

 

 

Net assets available for plan benefits:

 

 

 

 

 

 

 

 

 

 

Beginning of year

 

127,426,574

 

 

156,518,687

 

 

227,612,963

 

 

End of year

 

$ 143,107,520

 

 

$ 127,426,574

 

 

$ 156,518,687

 

 

 

 

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. Distributions 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, 2009 and 2008, approximately 77% and 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.

 

 

4



 

TCF Employees Stock Purchase Plan

 

Notes to Financial Statements (Continued)

 

 

(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”). Mercer Trust Company (“Mercer” or “Trustee”) is the trustee of the Plan appointed to serve under the trust agreement. Record keeping administration of the Plan is managed by Mercer HR Services, LLC. For the years ended December 31, 2008 and 2007, US Bank National Association (“US Bank” or “Trustee”) was the trustee of the Plan appointed to serve under the trust agreement and Hewitt Associates LLC provided record keeping administration.

 

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. 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 $16,500, $15,500 and $15,500 during 2009, 2008 and 2007, 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 was $5,500, $5,000 and $5,000 for 2009, 2008 and 2007, respectively.

 

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. 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 participant directed investments, including TCF Financials Corporation stock, 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 any or all of the offered mutual fund investments or TCF Financial Corporation common stock. Effective June 1, 2008, participants may also elect to

 

 

5



 

TCF Employees Stock Purchase Plan

 

Notes to Financial Statements (Continued)

 

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. 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 Developed Markets Index Fund, Vanguard Prime Money Market Fund and the TCF Financial Corporation Stock Fund.

 

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 from 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 2009, 2008 and 2007 totaled $517,203, $812,621 and $512,758, 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, on a monthly basis, all outstanding distribution checks which have not been cashed within 9 months from date of issuance. During 2009, TCF received $9,908 of redeposited distributions from the trustee and reissued distribution checks to participants totaling $60,215. As of December 31, 2009 and 2008, $247,586 and $297,893 of distributions were payable to participants, respectively.

 

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.

 

 

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, 2009

 

 

 

Participating Employer

 

Participant
Deposits at
Cost

 

Employer
Contributions
at Cost

 

At December 31,
2009
Net Assets

 

 

 

 

 

 

 

 

 

TCF Financial Corporation

 

$

150,706

 

$

105,711

 

$

4,925,631

 

TCF National Bank *

 

10,223,620

 

5,547,213

 

121,612,325

 

TCF Equipment Finance, Inc.

 

1,327,207

 

656,178

 

7,581,577

 

Winthrop Resources Corporation

 

614,266

 

409,834

 

5,842,657

 

TCF Portfolio Services, Inc.

 

95,779

 

72,228

 

1,441,264

 

TCF Agency, Inc.

 

63,002

 

22,101

 

674,316

 

TCF Inventory Finance

 

262,110

 

53,900

 

498,664

 

TCF Insurance Agency, Inc.

 

-    

 

-    

 

495,297

 

Great Lakes Mortgage LLC

 

16,494

 

1,558

 

35,789

 

Total

 

$

12,753,184

 

$

6,868,723

 

$

143,107,520

 

 

 

 

 

Year Ended December 31, 2008

 

 

 

Participating Employer

 

Participant
Deposits at
Cost

 

Employer
Contributions
at Cost

 

At December 31,
2008
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 Inventory Finance

 

45,208

 

-    

 

43,420

 

TCF Insurance Agency, Inc.

 

-    

 

-    

 

484,575

 

Great Lakes Mortgage LLC

 

14,547

 

3,139

 

59,531

 

Total

 

$

12,474,684

 

$

6,860,806

 

$

127,426,574

 

 

* On October 31, 2009, TCF National Bank Arizona merged with TCF National Bank.

 

 

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.

 

8



 

TCF Employees Stock Purchase Plan

 

Notes to Financial Statements (Continued)

 

 

(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. At December 31, 2007, changes in net assets relating to investments of non-participant directed assets represented the employer matching account balances of participants that had not yet completed three years of service.

 

For the year ending December 31, 2009 and for the period June 1, 2008 through December 31, 2008, all balances were directed by participants. For the years ending December 31, 2008 and 2007, the significant components of the changes in net assets relating to investments not directed by participants are as follows:

 

 

 

 

Year Ended December 31,

 

 

 

2008

 

2007

 

Investment income:

 

 

 

 

 

Dividends

 

$

27,754

 

 

$

34,603

 

 

Interest

 

-    

 

 

111

 

 

Total investment income

 

27,754

 

 

34,714

 

 

 

 

 

 

 

 

 

 

Net depreciation

 

(402,872

)

 

(297,925

)

 

 

 

 

 

 

 

 

 

Employer cash contributions

 

546,071

 

 

1,069,427

 

 

 

 

 

 

 

 

 

 

Transfers to assets eligible for
participant direction

 

(947,812

)

 

(2,225,906

)

 

 

 

 

 

 

 

 

 

Distributions:

 

 

 

 

 

 

 

Withdrawals and distributions

 

(54,559

)

 

(171,740

)

 

Dividends

 

(403

)

 

(1,202

)

 

Total distributions

 

(54,962

)

 

(172,942

)

 

 

 

 

 

 

 

 

 

Administrative expenses

 

(115,991

)

 

(378,296

)

 

 

 

 

 

 

 

 

 

Decrease in net assets
not directed by participants

 

(947,812

)

 

(1,970,928

)

 

 

 

 

 

 

 

 

 

Net assets not directed by
participants:

 

 

 

 

 

 

 

Beginning of year

 

947,812

 

 

2,918,740

 

 

End of year

 

$

-    

 

 

$

947,812

 

 

 

 

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, 2009

 

 

 

Cost

 

 

Fair Value

 

Unrealized
(Depreciation)

TCF Financial Corporation Stock Fund*:

 

 

 

 

 

 

 

 

 

 

 

 

TCF Financial Corporation stock

 

$

111,154,988

 

 

$

110,882,716

 

 

$

(272,272

)

Cash and accrued
interest receivable

 

 

8,440

 

 

 

8,440

 

 

 

-    

 

Total TCF Financial
Corporation Stock Fund

 

 

111,163,428

 

 

 

110,891,156

 

 

 

(272,272

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Mutual funds **

 

 

27,101,469

 

 

 

26,245,310

 

 

 

(856,159

)

Money market funds

 

 

6,218,640

 

 

 

6,218,640

 

 

 

-    

 

 

 

$

144,483,537

 

 

$

143,355,106

 

 

$

(1,128,431

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

)

 

 

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

 

**  Includes investments in the Vanguard Mid-Cap Index Fund and Vanguard Institutional Index Fund which have a fair value of $8,088,262 and $7,384,337, respectively, each representing 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 FASB Accounting Standard Codification (FASC) 820, Fair Value Measurements and Disclosure. FASC 820 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, 2009, 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 independent asset pricing services based on active markets, which are considered level 1 under FASC 820 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, 2009

 

 

 

Number of
Units/Shares

 

Cost

 

 

Fair Value

 

Losses on
Distributions
and Sales

TCF Financial
Corporation stock

 

 

1,075,601

 

 

$

14,719,690

 

 

$

14,494,719

 

 

$

(224,971

)

Mutual funds

 

 

266,083

 

 

 

5,473,490

 

 

 

4,438,177

 

 

 

(1,035,313

)

Money market funds

 

 

19,928,159

 

 

 

19,928,159

 

 

 

19,928,159

 

 

 

-    

 

 

 

 

21,269,843

 

 

$

40,121,339

 

 

$

  38,861,055

 

 

$

(1,260,284

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

12


 


 

TCF Employees Stock Purchase Plan

 

Notes to Financial Statements (Continued)

 

 

Cash and shares of TCF Financial Corporation common stock totaling $12,845,986, $16,983,713 and $29,109,023 were distributed in 2009, 2008 and 2007, respectively. At December 31, 2009 and 2008, there were $5,396 and $66,854, respectively, of distribution amounts that have not yet been paid to participants. In addition, at December 31, 2009 and 2008 there were $247,586 and $297,893 of distribution amounts previously paid to current and prior plan participants which had 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.

 

The accompanying financial statements for 2009 and 2008 differ from Form 5500, when filed with the Department of Labor, as follows:

 

 

 

At December 31,

 

 

 

2009

 

 

 

2008

 

Net assets available for plan benefits
per accompanying financial statements

 

$

143,107,520

 

 

$

127,426,574

 

Liabilities including amounts due to
participants

 

 

(5,396

)

 

 

(66,854

)

Net assets available for plan benefits
per Form 5500

 

$

143,102,124

 

 

$

127,359,720

 

 

 

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

 

 

 

 

Year Ended December 31,

 

 

 

2009

 

 

 

2008

 

Distributions to participants
per accompanying financial statements

 

$

12,845,986

 

 

$

16,983,713

 

Add: Amounts allocated to withdrawing
participants at year end

 

 

5,396

 

 

 

66,854

 

Less: Amounts allocated to withdrawing
participants at the prior year end

 

 

(66,854

)

 

 

(131,251

)

Distributions to participants
per Form 5500

 

$

12,784,528

 

 

$

16,919,316

 

 

 

13



 

TCF Employees Stock Purchase Plan

 

Notes to Financial Statements (Continued)

 

 

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

 

 

 

Year Ended December 31,

 

 

2009

 

2008

 

2007

 

 

 

 

 

 

 

 

 

 

 

 

 

Total forfeitures during year

 

$

362,276

 

 

$

348,251

 

 

$

361,480

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Forfeitures carried over from
previous year

 

 

15,233

 

 

 

9,808

 

 

 

19,802

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest on forfeited amounts

 

 

626

 

 

 

4,453

 

 

 

8,873

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Forfeitures used to reinstate
employee balances

 

 

(11,257

)

 

 

(26,288

)

 

 

(2,051

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Forfeitures used to fund employer
contributions

 

 

(360,000

)

 

 

(205,000

)

 

 

-    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Forfeitures used to pay plan expenses

 

 

-    

 

 

 

(115,991

)

 

 

(378,296

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Forfeitures to be used to offset
future obligations

 

$

6,878

 

 

$

15,233

 

 

$

9,808

 

 

 

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. TCF Financial is a party-in-interest. These transactions are covered by an exemption from the “prohibited transactions” provisions of ERISA and the Code.

 

During 2009 and 2008, TCF Financial did not purchase any shares of TCF Financial Corporation common stock from the Plan.

 

During 2009 and 2008 the Plan purchased 1,259,812 and 595,916 shares, respectively, of TCF Financial Corporation common stock from TCF Financial Corporation for $16,663,945 and $8,862,410, respectively. The shares were purchased at current market prices with no commission fees.

 

 

14



 

Schedule 1

TCF Employees Stock Purchase Plan

 

Schedule H, line 4i - Schedule of Assets (Held at End of Year)

 

At December 31, 2009

 

 

Issuer

 

Description

 

Units /
Shares

 

Cost

 

 

Fair Value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TCF Financial Corporation stock*

 

 

 

 

 

 

 

$

111,154,988

 

 

$

110,882,716

 

Cash and accrued interest
receivable

 

 

 

 

 

 

 

 

8,440

 

 

 

8,440

 

Total TCF Financial
Corporation Stock Fund*:

 

Stock
Fund

 

 

8,141,157

 

 

$

111,163,428

 

 

$

110,891,156

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vanguard Institutional
Index Fund

 

Mutual
Fund

 

 

72,410

 

 

$

7,898,701

 

 

$

7,384,337

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vanguard Mid-Cap
Index Fund

 

Mutual
Fund

 

 

493,187

 

 

$

8,210,676

 

 

$

8,088,262

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vanguard Small-Cap
Index Fund

 

Mutual
Fund

 

 

192,428

 

 

$

5,732,385

 

 

$

5,291,765

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vanguard Intermediate-Term Bond
Index Fund

 

Mutual
Fund

 

 

436,497

 

 

$

4,531,883

 

 

$

4,679,248

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vanguard Developed Markets
Index Fund

 

Mutual
Fund

 

 

84,124

 

 

$

727,824

 

 

$

801,698

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vanguard Prime Money Market
Fund

 

Money
Market Fund

 

 

6,218,640

 

 

$

6,218,640

 

 

$

6,218,640

 

 

 

*Parties-in-interest

 

See accompanying Report of Independent Registered Public Accounting Firm.

 

 

15



 

Schedule 2

 

TCF Employees Stock Purchase Plan

 

Schedule H, line 4j - Schedule of Reportable Transactions

 

Year Ended December 31, 2009

 

 

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 Losses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TCF Financial

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock Fund *

 

425

 

866

 

$

19,311,496

 

 

$

14,494,719

 

 

$

14,719,690

 

 

$

(224,971)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vanguard Mid-Cap

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Index Fund

 

228

 

235

 

$

3,138,584

 

 

$

1,800,992

 

 

$

2,258,033

 

 

$

(457,041)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vanguard Institutional

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Index Fund

 

225

 

238

 

$

2,115,083

 

 

$

1,146,688

 

 

$

1,528,758

 

 

$

(382,070)

 

 

 

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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