<PAGE>
EXHIBIT 99
TCF Employees Stock Purchase Plan
Financial Statements and
Supplementary Schedules
December 31, 1999, 1998 and 1997
<PAGE>
TCF Employees Stock Purchase Plan
Index - Financial Statements and Schedules
<TABLE>
<CAPTION>
PAGE NO.
--------
<S> <C>
Independent Auditors' Report 1
Statements of Net Assets Available for Plan Benefits -
at December 31, 1999 and 1998 2
Statements of Changes in Net Assets Available for Plan Benefits -
Years ended December 31, 1999, 1998 and 1997 3
Notes to Financial Statements 4-9
Supplementary Schedules:
Schedule 1 - Schedule of Assets Held for Investment Purposes 10
Schedule 2 - Schedule of Reportable Transactions 11
</TABLE>
<PAGE>
INDEPENDENT AUDITORS' REPORT
To TCF National Bank,
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, 1999 and 1998, 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, 1999. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based upon our audits.
We conducted our audits in accordance with generally accepted auditing
standards. 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, 1999 and 1998, and the changes in net assets available for
plan benefits for each of the years in the three-year period ended December
31, 1999 in conformity with 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, as amended. These
supplemental schedules are the responsibility of the Plan's management. The
supplemental schedules have been subjected to the auditing procedures applied in
the audits of the basic financial statements and, in our opinion, are fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
/s/ KPMG LLP
June 23, 2000
Minneapolis, Minnesota
1
<PAGE>
TCF Employees Stock Purchase Plan
Statements of Net Assets Available for Plan Benefits
<TABLE>
<CAPTION>
At December 31,
------------------------------
1999 1998
------------ ------------
Assets:
<S> <C> <C>
Investment in TCF Financial Corporation $114,510,470 $112,706,591
common stock, at market value
(cost of $45,200,037 and $38,624,853)
Cash 113,102 -
Money Market fund 689,186 712,150
Accrued interest receivable and other assets 2,877 10,028
------------ ------------
Net assets available for plan benefits $115,315,635 $113,428,769
============ ============
</TABLE>
See accompanying notes to financial statements.
2
<PAGE>
TCF Employees Stock Purchase Plan
Statements of Changes in Net Assets Available for Plan Benefits
<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------------------------------
1999 1998 1997
------------ ------------- ------------
<S> <C> <C> <C>
Investment income:
Dividends $3,343,239 $2,863,445 $2,272,337
Interest 43,809 39,162 34,919
------------ ------------- ------------
Total investment income 3,387,048 2,902,607 2,307,256
------------ ------------- ------------
Realized gain on distributions for 7,944,465 10,443,624 8,295,691
withdrawals and terminations
Change in unrealized appreciation/
(depreciation) of investments (4,771,305) (55,807,075) 50,397,995
------------ ------------- ------------
Deposits and contributions:
Participant deposits 7,028,231 7,203,918 5,169,826
Employer contributions 2,782,785 2,774,401 2,075,721
------------ ------------ ------------
Total deposits and contributions 9,811,016 9,978,319 7,245,547
------------ ------------ ------------
Merger of Great Lakes Bancorp plans - - 16,973
Distributions:
Withdrawls and terminations (10,866,315) (14,550,974) (12,167,299)
Dividends (3,339,661) (2,858,160) (2,262,827)
------------ ------------ ------------
Total distributions (14,205,976) (17,409,134) (14,430,126)
------------ ------------ ------------
Administrative expenses (278,382) (177,708) (206,168)
------------ ------------ ------------
Increase/(decrease) in net assets
available for plan benefits 1,886,866 (50,069,367) 53,627,168
Net assets available for plan benefits:
Beginning of year 113,428,769 163,498,136 109,870,968
------------ ------------ ------------
End of year $115,315,635 $113,428,769 $163,498,136
============ ============ ============
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
TCF Employees Stock Purchase Plan
Notes to Financial Statements
(1) ACCOUNTING PRINCIPLES
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 market value. 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 generally
accepted accounting principles requires the plan administrator to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported
amounts of changes in net assets during the reporting period. Actual
results could differ from those estimates.
(2) EMPLOYEE STOCK PURCHASE PLAN
The Plan was adopted by the Board of Directors of TCF National Bank
("TCF Bank"), formerly TCF National Bank Minnesota, and approved by its
stockholders effective January 1, 1987 as the TCF Employees Stock Bonus
Plan - 401(k). Effective October 1, 1988, the Plan was amended and
restated as the TCF Employees Stock Ownership Plan - 401(k). Effective
January 1, 1998, the Plan was renamed as the TCF Employees Stock
Purchase Plan. The Plan is intended to meet the requirements for
qualification 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)(7) 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 was established for the purpose of providing eligible employees
with a convenient, tax-favored opportunity to invest in the stock of TCF
Bank's parent, TCF Financial Corporation ("TCF Financial"), and to
provide an additional source of retirement income. Prior to January 1,
1998, all "regular stated salary" employees and certain commissioned
employees of participating employers, with one year of service, were
eligible to participate. Effective January 1, 1998, employees of a
participating employer who have worked 1,000 hours and completed one
year of service are eligible to participate in the Plan. Effective
October 1, 1999, all full- and part-time employees became eligible to
participate in the Plan.
With certain limitations, participants may elect to invest up to 12% of
their covered pay on a tax-deferred basis and an additional 6% on an
after-tax basis in the Plan. Participating employers match the
contributions of employees who have worked 1,000 hours and completed one
year of service at the rate of 50 cents per dollar with a maximum
employer contribution of 3% of the employee's salary. Employer
contributions
4
<PAGE>
TCF Employees Stock Purchase Plan
Notes to Financial Statements (Continued)
are made in the form of TCF Financial common stock or cash. Cash
contributions are invested in TCF Financial common stock shortly after
the date contributed.
Dividends earned on shares in the Plan are distributed in cash to
participants on a quarterly basis.
US Bank National Association ("US Bank" or "Trustee") is the trustee of
the Plan appointed to serve under the trust agreement.
With the concurrence of TCF Bank, US Bank is authorized to borrow funds
for purchases of TCF Financial common stock. As of December 31, 1999 and
1998 no such loans had occurred. The Plan provides that the only sources
of repayment are employer contributions made in the usual course of
operation of the Plan and/or a guarantee from TCF Financial. Employee
contributions will not be used in any event to repay such loans and TCF
Bank is prohibited from guaranteeing any such loans. Shares purchased
with the proceeds of any such loans initially will be held unallocated
in the Plan, and then released and allocated to the matching accounts of
employees as payments are made on the loan.
The participating employers, at their discretion, may make additional
contributions to the Plan, subject to an overall limit of 15% of covered
pay of Plan participants. These additional contributions are allocated
to participants' matching accounts in proportion to their respective
percentage rate of matched contributions, subject to certain
limitations.
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
vesting service). The Plan permits financial hardship withdrawals
consistent with the safe harbor provisions of regulations issued
pursuant to the Tax Reform Act of 1986.
Amounts which have been forfeited in accordance with provisions of the
Plan are applied to the payment of Plan expenses. Any remaining amounts
are reallocated to the remaining participants' matching accounts in
proportion to their respective percentage rate of matched contributions,
subject to certain limitations. Effective January 1, 2000, any remaining
amounts will be retained by the Plan and used as employer matching
contributions in future periods.
TCF Bank has reserved the right to amend the Plan at any time and each
participating employer may terminate the Plan at any time as to its
employees. In the event of termination of the Plan, participating
employees become 100% vested in their employer matching account
balances.
5
<PAGE>
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:
<TABLE>
<CAPTION>
Year Ended At
December 31, 1999 December 31, 1999
------------------------------------- ------------------
Participant Employer
Deposits Contributions Net Assets
Participating Employer at Cost at Cost
--------------------------------------------------- --------------- ------------- ------------------
<S> <C> <C> <C>
TCF Financial Corporation $1,303,337 $517,808 $31,942,498
TCF National Bank Minnesota 1,746,123 716,290 33,430,209
TCF National Bank Illinois 1,155,156 436,842 7,441,002
TCF National Bank Wisconsin 430,138 164,664 5,516,266
Great Lakes National Bank Michigan 1,063,284 419,241 17,619,761
Great Lakes National Bank Ohio - - 191,511
TCF National Bank Colorado 181,401 69,626 9,637,752
TCF Mortgage Corporation 236,749 104,185 2,838,825
North Star Title, Inc. 185,989 74,614 674,226
North Star Real Estate Services, Inc. 14,772 4,658 234,897
TCF Agency Minnesota, Inc. 33,957 11,802 690,897
TCF Realty, Inc. - - 72,546
TCF Financial Insurance Agency, Inc. 96,220 38,022 1,508,636
TCF Financial Insurance Agency Wisconsin, Inc. 1,647 823 2,832
TCF Financial Insuance Agency Illinois, Inc. 11,259 4,575 42,154
TCF Financial Insurance Agency Michigan, Inc. 8,716 3,127 -
TCF Financial Services, Inc. - - 655,176
TCF Consumer Financial Services, Inc. - - 194,062
Standard Financial, Inc. 76,566 30,041 6,830
Winthrop Resources Corporation 397,475 161,764 999,194
TCB Air, Inc. 7,352 2,149 58,713
Great Lakes Mortgage LLC 32,198 11,846 12,864
TCF Leasing, Inc. 33,060 5,914 138,866
TCF Portfolio Strategies, Inc. 12,832 4,794 1,405,918
------------------------------------------------------
Total $7,028,231 $2,782,785 $115,315,635
========== ========== ============
Year Ended At
December 31, 1998 December 31, 1998
------------------------------------- ------------------
Participant Employer
Deposits Contributions Net Assets
Participating Employer at Cost at Cost
--------------------------------------------------- --------------- ------------- ------------------
TCF Financial Corporation $1,288,030 $525,648 $31,354,834
TCF National Bank Minnesota 1,528,139 581,442 31,879,179
TCF National Bank Illinois 1,089,877 376,735 6,632,339
TCF National Bank Wisconsin 401,567 160,907 5,137,898
Great Lakes National Bank Michigan 1,054,421 434,451 19,805,358
Great Lakes National Bank Ohio - 1,286 381,158
TCF National Bank Colorado 34,778 15,359 240,462
TCF Mortgage Corporation 323,471 138,256 7,664,494
North Star Title, Inc. 247,497 100,629 3,105,497
North Star Real Estate Services, Inc. 23,316 7,171 266,679
TCF Agency Minnesota, Inc. 27,543 10,109 503,538
TCF Realty, Inc. - - 70,541
TCF Financial Insurance Agency, Inc. 94,154 33,891 1,241,006
TCF Financial Insurance Agency Wisconsin, Inc. 4,358 2,179 4,676
TCF Financial Insuance Agency Illinois, Inc. 4,708 2,011 82,827
TCF Financial Insurance Agency Michigan, Inc. 14,922 4,489 49,548
TCF Financial Services, Inc. 178,107 74,288 2,968,014
TCF Consumer Financial Services, Inc. 199,958 86,133 855,247
TCF Securities, Inc. 8,832 4,416 491,329
Standard Financial, Inc. 228,317 37,937 160,366
Winthrop Resources Corporation 444,942 174,970 485,174
TCB Air, Inc. 6,981 2,094 48,605
------------------------------------------------------
Total $7,203,918 $2,774,401 $113,428,769
========== ========== ============
</TABLE>
Some of the participating employers listed above had no active employees as of
December 31, 1999 or 1998.
6
<PAGE>
TCF Employees Stock Purchase Plan
Notes to Financial Statements (Continued)
(4) INCOME TAX STATUS
TCF Bank has received a favorable tax determination letter from the
Internal Revenue Service ("IRS") indicating that the Plan qualified
under Sections 401(a), 409 and 4975(e)(7) of the Code and met the
requirements for a qualified cash or deferred arrangement under Section
401(k) of the Code, and the trust established thereunder is thereby
exempt from federal income taxes under Section 501(a) of the Code. As
such, the Plan's assets are exempt from federal income tax, and
participant tax-deferred deposits and amounts contributed by
participating employers are not taxed to the employee until a
distribution from the Plan is received. Continued compliance with ERISA
is required to maintain this tax-exempt status. The Plan administrator
believes the Plan continues to qualify under the provisions of Section
401(a) of the Code and that the related trust is exempt from federal
income taxes.
(5) INVESTMENT IN TCF FINANCIAL COMMON STOCK
Plan investments are stated at market value, determined by quoted market
price. The net unrealized appreciation of investments reflected in Plan
equity is as follows:
<TABLE>
<CAPTION>
Year Ended December 31,
------------------------------------------------
1999 1998 1997
------------ ------------ ------------
<S> <C> <C> <C>
Market value $114,510,470 $112,706,591 $162,848,754
Cost 45,200,037 38,624,853 32,959,941
------------ ------------ ------------
Unrealized appreciation $69,310,433 $74,081,738 $129,888,813
============ ============ ============
</TABLE>
The investments shown in the preceding table represent five percent or
more of plan equity.
(6) WITHDRAWALS AND TERMINATIONS
Participants can elect to receive distributions from the Plan in the form
of cash or shares of TCF Financial common stock. Distributions and sales of
TCF Financial common stock are as follows:
<TABLE>
<CAPTION>
Year Ended December 31,
------------------------------------------------
1999 1998 1997
------------ ------------ ------------
<S> <C> <C> <C>
Number of shares 438,809 458,095 250,979
============ ============ ============
Cost of shares $3,958,382 $3,452,562 $3,007,808
Market value 11,902,847 13,896,186 11,303,499
------------ ------------ ------------
Gain on distribution $7,944,465 $10,443,624 $8,295,691
============ ============ ============
</TABLE>
7
<PAGE>
TCF Employees Stock Purchase Plan
Notes to Financial Statements (Continued)
Cash and TCF Financial common stock of $14,205,976, $17,409,134 and
$14,430,126 was distributed in 1999, 1998 and 1997, respectively. At
December 31, 1999 and 1998, liabilities including amounts due to
participants, which are deducted from net assets available for plan
benefits when paid, were $3,413,215 and $1,350,003, respectively.
The accompanying financial statements for 1999 and 1998 differ from
Form 5500, as filed with the Department of Labor, as follows:
<TABLE>
<CAPTION>
At December 31,
--------------------------------
1999 1998
------------ ------------
<S> <C> <C>
Net assets available for plan benefits per
accompanying financial statements $115,315,635 $113,428,769
Liabilities including amounts due to
participants (3,413,215) (1,350,003)
------------ ------------
Net assets available for plan benefits
per Form 5500 $111,902,420 $112,078,766
============ ============
</TABLE>
Forfeitures were used to offset plan expenses as follows:
<TABLE>
<CAPTION>
Year Ended December 31,
------------------------------------------------
1999 1998 1997
----------- ------------ ----------
<S> <C> <C> <C>
Total forfeitures for the current year $239,146 $166,730 $151,409
Forfeitures returned to participants (18,919) - -
Interest on earnings 5,341 4,604 2,282
Forfeitures carried over
from previous year 54,440 60,814 111,653
Forfeitures used to pay plan expenses (278,382) (177,708) (204,530)
----------- ------------ ----------
Forfeitures to be used to offset
future expenses $1,626 $54,440 $60,814
=========== ============ ==========
</TABLE>
(7) MERGER AND PLAN MERGER
On February 8, 1995, Great Lakes Bancorp, a federal savings bank ("GLB")
merged with TCF Financial. Effective January 1, 1996, GLB employees
eligible for the GLB Employee Stock Ownership Plan (the "GLB ESOP")
became eligible for participation in the Plan. The accounts of
participants in the GLB ESOP were transferred to the Plan in 1996.
Transfers from the GLB ESOP have increased the net assets of the Plan,
net of expenses, by $24,958,456.
The GLB 401(k) Savings and Investment Plan (the "GLB 401(k)") was
terminated on December 31, 1995 and the termination was approved by
the IRS on February 14, 1996. GLB employees were given until April 30,
1996 to elect the method of distribution of their participant value in
the terminated plan. Assets were transferred in 1996 for those
participants requesting rollovers to the Plan. These rollovers
increased the net assets of the Plan by $1,856,808 in 1996 and by an
additional $16,973 in 1997.
8
<PAGE>
TCF Employees Stock Purchase Plan
Notes to Financial Statements (Continued)
(8) PARTY-IN-INTEREST TRANSACTIONS
The Plan engages in transactions involving the acquisition or
disposition of TCF Financial common stock and units of First American
Prime Obligation Class C Institutional 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.
9
<PAGE>
SCHEDULE 1
TCF Employees Stock Purchase Plan
Schedule of Assets Held for Investment Purposes
At December 31, 1999
<TABLE>
<CAPTION>
Number
of Market
Issuer Description Shares Cost Value
----------------- ---------------- ------------- ---------------- -----------
<S> <C> <C> <C> <C>
TCF Financial* Common Stock 4,603,436 $45,200,037 $114,510,470
First American
Prime Obligation
Class C
Institutional
Fund* Money Fund 689,186 $689,186 $689,186
</TABLE>
*Parties-in-interest
See accompanying independent auditors' report.
10
<PAGE>
SCHEDULE 2
TCF Employees Stock Purchase Plan
Schedule of Reportable Transactions
Year Ended December 31, 1999
SERIES OF TRANSACTIONS (INVOLVING ONE SECURITY) WHICH EXCEED 5% OF PLAN ASSETS:
<TABLE>
<CAPTION>
Number of Amount of
---------------------- -----------------------
Description of Asset Purchases Sales Purchases Sales Net Gain
-------------------- --------- ----- --------- ----- --------
<S> <C> <C> <C> <C> <C>
TCF Financial Common Stock* 34 25 $10,533,566 $11,902,847 $7,944,465
First American Prime
Obligation Class C
Institutional Fund* 94 71 $18,347,563 $18,370,527 $ -
</TABLE>
*Parties-in-interest
See accompanying independent auditors' report.
11
