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Table of Contents



 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-Q
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended
June 30, 2020
or
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 Commission File No. 000-08185
 
TCF Financial Corporation
(Exact name of registrant as specified in its charter)
Michigan
38-2022454
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
 
333 W. Fort Street, Suite 1800
Detroit, Michigan 48226
(Address and Zip Code of principal executive offices)
(800) 867-9757
(Registrant's telephone number, including area code)


Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock (par value $1 per share)
TCF
The NASDAQ Stock Market
Depositary shares, each representing a 1/1000th interest in a share of the 5.70% Series C Non-Cumulative Perpetual Preferred Stock
TCFCP
The NASDAQ Stock Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes                                                    No
 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes                                                    No
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer
Accelerated filer
 
Non-accelerated filer
Smaller reporting company
 
 
 
Emerging growth company

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes                                                  No

As of July 31, 2020, there were 152,233,970 shares outstanding of the registrant's common stock, par value $1 per share, its only outstanding class of common stock.


Table of Contents



TABLE OF CONTENTS
 
Description
Page
 
 
Part I - Financial Information
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Part II - Other Information
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 




Table of Contents



Part I - Financial Information                                                

Item 1. Financial Statements.

TCF FINANCIAL CORPORATION AND SUBSIDIARIES
Consolidated Statements of Financial Condition
(Dollars in thousands, except per share data)
At June 30, 2020
 
At December 31, 2019
 
(Unaudited)
 
 

ASSETS
 
 
 
Cash and cash equivalents:
 
 
 
Cash and due from banks
$
535,507

 
$
491,787

Interest-bearing deposits with other banks
2,545,170

 
736,584

Total cash and cash equivalents
3,080,677

 
1,228,371

Federal Home Loan Bank and Federal Reserve Bank stocks, at cost
386,483

 
442,440

Investment securities:
 
 
 
Available-for-sale, at fair value (amortized cost of $6,951,283 and $6,639,277)
7,219,373

 
6,720,001

Held-to-maturity, at amortized cost (fair value of $141,107 and $144,844)
130,101

 
139,445

Total investment securities
7,349,474

 
6,859,446

Loans and leases held-for-sale (includes $458,553 and $91,202 at fair value)
532,799

 
199,786

Loans and leases
35,535,824

 
34,497,464

Allowance for loan and lease losses
(461,114
)
 
(113,052
)
Loans and leases, net
35,074,710

 
34,384,412

Premises and equipment, net
472,240

 
533,138

Goodwill
1,313,046

 
1,299,878

Other intangible assets, net
157,373

 
168,368

Loan servicing rights
38,816

 
56,313

Other assets
1,656,842

 
1,479,401

Total assets
$
50,062,460

 
$
46,651,553

LIABILITIES AND EQUITY
 
 
 
Liabilities
 
 
 
Deposits:
 
 
 
Noninterest-bearing
$
10,480,245

 
$
7,970,590

Interest-bearing
28,730,627

 
26,497,873

Total deposits
39,210,872

 
34,468,463

Short-term borrowings
2,772,998

 
2,669,145

Long-term borrowings
936,908

 
2,354,448

Other liabilities
1,483,127

 
1,432,256

Total liabilities
44,403,905

 
40,924,312

Equity
 
 
 
Preferred stock, $0.01 par value, 2,000,000 shares authorized; 7,000 shares issued
169,302

 
169,302

Common stock, $1.00 par value, 220,000,000 shares authorized
 
 
 
Issued - 152,233,106 shares at June 30, 2020 and 152,965,571 shares at December 31, 2019
152,233

 
152,966

Additional paid-in capital
3,441,925

 
3,462,080

Retained earnings
1,700,480

 
1,896,427

Accumulated other comprehensive income
198,408

 
54,277

Other
(27,093
)
 
(28,037
)
Total TCF Financial Corporation shareholders' equity
5,635,255

 
5,707,015

Non-controlling interest
23,300

 
20,226

Total equity
5,658,555

 
5,727,241

Total liabilities and equity
$
50,062,460

 
$
46,651,553

 
See accompanying notes to consolidated financial statements.



1

Table of Contents



TCF FINANCIAL CORPORATION AND SUBSIDIARIES
Consolidated Statements of Income (Unaudited)
 
Three Months Ended June 30,
 
Six Months Ended June 30,
(In thousands, except per share data)
2020
 
2019
 
2020
 
2019
Interest income
 
 
 
 
 
 
 
Interest and fees on loans and leases
$
392,826

 
$
283,282

 
$
835,922

 
$
566,520

Interest on investment securities:
 
 
 
 
 
 
 
Taxable
32,505

 
22,041

 
73,425

 
38,707

Tax-exempt
4,155

 
1,208

 
8,504

 
3,892

Interest on loans held-for-sale
3,322

 
599

 
4,883

 
1,424

Interest on other earning assets
5,562

 
3,651

 
11,028

 
7,132

Total interest income
438,370

 
310,781

 
933,762

 
617,675

Interest expense
 
 
 
 
 
 
 
Interest on deposits
46,785

 
40,646

 
114,204

 
78,254

Interest on borrowings
13,226

 
16,078

 
39,718

 
30,935

Total interest expense
60,011

 
56,724

 
153,922

 
109,189

Net interest income
378,359

 
254,057

 
779,840

 
508,486

Provision for credit losses
78,726

 
13,569

 
175,669

 
23,691

Net interest income after provision for credit losses
299,633

 
240,488

 
604,171

 
484,795

Noninterest income
 
 
 
 
 
 
 
Leasing revenue
37,172

 
39,277

 
70,737

 
77,442

Fees and service charges on deposit accounts
22,832

 
27,842

 
57,429

 
54,120

Net gains on sales of loans and leases
29,034

 
11,141

 
49,624

 
19,358

Card and ATM revenue
20,636

 
20,496

 
42,321

 
39,155

Wealth management revenue
6,206

 

 
12,357

 

Servicing fee revenue
3,041

 
4,523

 
9,833

 
9,633

Net gains on investment securities
8

 
1,066

 
8

 
1,517

Other
14,125

 
5,373

 
27,708

 
11,997

Total noninterest income
133,054

 
109,718

 
270,017

 
213,222

Noninterest expense
 
 
 
 
 
 
 
Compensation and employee benefits
171,799

 
116,266

 
343,327

 
240,208

Occupancy and equipment
54,107

 
41,850

 
111,395

 
83,560

Lease financing equipment depreciation
18,212

 
19,133

 
36,662

 
38,389

Net foreclosed real estate and repossessed assets
998

 
2,448

 
2,857

 
7,078

Merger-related expenses
81,619

 
4,226

 
118,347

 
13,684

Other
73,506

 
52,926

 
162,252

 
107,005

Total noninterest expense
400,241

 
236,849

 
774,840

 
489,924

Income before income tax expense
32,446

 
113,357

 
99,348

 
208,093

Income tax expense
6,213

 
19,314

 
19,299

 
40,601

Income after income tax expense
26,233

 
94,043

 
80,049

 
167,492

Income attributable to non-controlling interest
2,469

 
3,616

 
4,386

 
6,571

Net income attributable to TCF Financial Corporation
23,764

 
90,427

 
75,663

 
160,921

Preferred stock dividends
2,494

 
2,494

 
4,987

 
4,987

Net income available to common shareholders
$
21,270

 
$
87,933

 
$
70,676

 
$
155,934

Earnings per common share
 
 
 
 
 
 
 
Basic
$
0.14

 
$
1.07

 
$
0.47

 
$
1.89

Diluted
0.14

 
1.07

 
0.47

 
1.89

Weighted-average common shares outstanding
 
 
 
 
 
 
 
Basic
151,613,126

 
82,298,920

 
151,757,742

 
82,272,396

Diluted
151,660,139

 
82,298,920

 
151,837,226

 
82,272,396

 
See accompanying notes to consolidated financial statements.


2

Table of Contents



TCF FINANCIAL CORPORATION AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income (Unaudited)
 
Three Months Ended June 30,
 
Six Months Ended June 30,
(In thousands)
2020
 
2019
 
2020
 
2019
Net income attributable to TCF Financial Corporation
$
23,764

 
$
90,427

 
$
75,663

 
$
160,921

Other comprehensive income (loss), net of tax:
 

 
 

 
 

 
 

Net unrealized gains (losses) on available-for-sale investment securities and interest-only strips
30,397

 
30,625

 
146,244

 
67,993

Net unrealized gains (losses) on net investment hedges
(4,557
)
 
(2,179
)
 
5,924

 
(4,487
)
Foreign currency translation adjustment
6,407

 
3,415

 
(8,019
)
 
6,982

Recognized postretirement prior service cost
(9
)
 
(8
)
 
(18
)
 
(16
)
Total other comprehensive income (loss), net of tax
32,238

 
31,853

 
144,131

 
70,472

Comprehensive income
$
56,002

 
$
122,280

 
$
219,794

 
$
231,393

 See accompanying notes to consolidated financial statements.


3

Table of Contents



TCF FINANCIAL CORPORATION AND SUBSIDIARIES
Consolidated Statements of Equity (Unaudited)
At or For the Three Months Ended June 30, 2020 and 2019
 
TCF Financial Corporation
 
 
 
Number of
Shares Issued
Preferred
Stock
Common
Stock
Additional
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Other
Total
Non-
controlling
Interest
Total
Equity
(Dollars in thousands)
Preferred
Common
Balance, March 31, 2020
7,000

152,185,984

$
169,302

$
152,186

$
3,433,234

$
1,732,932

$
166,170

$
(28,140
)
$
5,625,684

$
30,149

$
5,655,833

Net Income
 
 
 
 
 
23,764

 
 
23,764

2,469

26,233

Other comprehensive income (loss), net of tax






32,238


32,238


32,238

Net investment by (distribution to) non-controlling interest









(9,318
)
(9,318
)
Dividends on 5.70% Series C Preferred Stock





(2,494
)


(2,494
)

(2,494
)
Dividends on common stock of $0.35 per common share





(53,722
)


(53,722
)

(53,722
)
Stock compensation plans, net of tax

47,122


47

9,738




9,785


9,785

Change in shares held in trust for deferred compensation plans, at cost




(1,047
)


1,047




Balance, June 30, 2020
7,000

152,233,106

$
169,302

$
152,233

$
3,441,925

$
1,700,480

$
198,408

$
(27,093
)
$
5,635,255

$
23,300

$
5,658,555

Balance, March 31, 2019
7,000

88,063,038

$
169,302

$
88,063

$
789,467

$
1,810,701

$
5,481

$
(246,621
)
$
2,616,393

$
29,452

$
2,645,845

Net Income
 
 
 
 
 
90,427

 
 
90,427

3,616

94,043

Other comprehensive income (loss), net of tax






31,853


31,853


31,853

Net investment by (distribution to) non-controlling interest









(8,210
)
(8,210
)
Repurchases of 673,192 shares of common stock







(26,495
)
(26,495
)

(26,495
)
Dividends on 5.70% Series C Preferred Stock





(2,494
)


(2,494
)

(2,494
)
Dividends on common stock of $0.30 per common share





(24,326
)


(24,326
)

(24,326
)
Common shares purchased by TCF employee benefit plans











Stock compensation plans, net of tax

(119,178
)

(119
)
(8,306
)


8,726

301


301

Change in shares held in trust for deferred compensation plans, at cost




627



(627
)



Balance, June 30, 2019
7,000

87,943,860

$
169,302

$
87,944

$
781,788

$
1,874,308

$
37,334

$
(265,017
)
$
2,685,659

$
24,858

$
2,710,517

See accompanying notes to consolidated financial statements.










4

Table of Contents



TCF FINANCIAL CORPORATION AND SUBSIDIARIES
Consolidated Statements of Equity (Unaudited)
At or For the Six Months Ended June 30, 2020 and 2019
 
TCF Financial Corporation
 
 
 
Number of
Shares Issued
Preferred
Stock
Common
Stock
Additional
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Other
Total
Non-
controlling
Interest
Total
Equity
(Dollars in thousands)
Preferred
Common
Balance, December 31, 2019
7,000

152,965,571

$
169,302

$
152,966

$
3,462,080

$
1,896,427

$
54,277

$
(28,037
)
$
5,707,015

$
20,226

$
5,727,241

Cumulative effect adjustment related to adoption of Accounting Standards Update 2016-13(1)





(159,323
)


(159,323
)
74

(159,249
)
Balance, January 1, 2020
7,000

152,965,571

169,302

152,966

3,462,080

1,737,104

54,277

(28,037
)
5,547,692

20,300

5,567,992

Net income





75,663



75,663

4,386

80,049

Other comprehensive income (loss), net of tax






144,131


144,131


144,131

Net investment by (distribution to) non-controlling interest









(1,386
)
(1,386
)
Repurchases of 873,376 shares of common stock

(873,376
)

(873
)
(32,225
)



(33,098
)

(33,098
)
Dividends on 5.70% Series C Preferred Stock





(4,987
)


(4,987
)

(4,987
)
Dividends on common stock of $0.70 per common share





(107,300
)


(107,300
)

(107,300
)
Stock compensation plans, net of tax

140,911


140

13,014




13,154


13,154

Change in shares held in trust for deferred compensation plans, at cost




(944
)


944




Balance, June 30, 2020
7,000

152,233,106

$
169,302

$
152,233

$
3,441,925

$
1,700,480

$
198,408

$
(27,093
)
$
5,635,255

$
23,300

$
5,658,555

 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2018
7,000

88,198,460

$
169,302

$
88,198

$
798,627

$
1,766,994

$
(33,138
)
$
(252,182
)
$
2,537,801

$
18,459

$
2,556,260

Net income





160,921



160,921

6,571

167,492

Other comprehensive income (loss), net of tax






70,472


70,472


70,472

Net investment by (distribution to) non-controlling interest









(172
)
(172
)
Repurchases of 673,192 shares of common stock







(26,495
)
(26,495
)

(26,495
)
Dividends on 5.70% Series C Preferred Stock





(4,987
)


(4,987
)

(4,987
)
Dividends on common stock of $0.59 per common share





(48,620
)


(48,620
)

(48,620
)
Stock compensation plans, net of tax

(254,600
)

(254
)
(18,696
)


15,517

(3,433
)

(3,433
)
Change in shares held in trust for deferred compensation plans, at cost




1,857



(1,857
)



Balance, June 30, 2019
7,000

87,943,860

$
169,302

$
87,944

$
781,788

$
1,874,308

$
37,334

$
(265,017
)
$
2,685,659

$
24,858

$
2,710,517

(1) See "Note 3. Summary of Significant Accounting Policies" for further information



5

Table of Contents



TCF FINANCIAL CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Unaudited)
 
Six Months Ended June 30,
(In thousands)
2020
 
2019
Cash flows from operating activities
 
 
 
Net income
$
80,049

 
$
167,492

Adjustments to reconcile net income to net cash provided by (used in) operating activities:
 

 
 

Provision for credit losses
175,669

 
23,691

Share-based compensation expense
17,353

 
3,507

Depreciation and amortization
204,393

 
111,022

Provision for deferred income taxes
18,606

 
28,693

Net gains on sales of assets
(66,664
)
 
(34,648
)
Proceeds from sales of loans and leases held-for-sale
640,607

 
178,802

Originations of loans and leases held-for-sale, net of repayments
(961,255
)
 
(185,848
)
Impairment of loan servicing rights
17,094

 

Net change in other assets
(570,337
)
 
6,550

Net change in other liabilities
(60,568
)
 
(57,840
)
Other, net
(21,345
)
 
(23,289
)
Net cash provided by (used in) operating activities
(526,398
)
 
218,132

Cash flows from investing activities
 

 
 

Proceeds from sales of investment securities available-for-sale

 
408,230

Proceeds from maturities of and principal collected on investment securities available-for-sale
920,147

 
143,890

Purchases of investment securities available-for-sale
(896,547
)
 
(1,146,821
)
Proceeds from maturities of and principal collected on investment securities held-to-maturity
10,417

 
5,708

Purchases of investment securities held-to-maturity

 
(821
)
Redemption of Federal Home Loan Bank stock
258,014

 
68,000

Purchases of Federal Home Loan Bank stock
(202,000
)
 
(82,000
)
Proceeds from sales of loans and leases
493,779

 
414,974

Loan and lease originations and purchases, net of principal collected
(1,562,372
)
 
(556,311
)
Proceeds from sales of other assets
34,311

 
49,996

Purchases of premises and equipment and lease equipment
(42,606
)
 
(68,284
)
Other, net
15,758

 
3,034

Net cash provided by (used in) investing activities
(971,099
)
 
(760,405
)
Cash flows from financing activities
 

 
 

Net change in deposits
4,811,953

 
230,161

Net change in short-term borrowings
103,914

 
350,765

Proceeds from long-term borrowings
4,950,000

 
1,737,159

Payments on long-term borrowings
(6,365,249
)
 
(1,724,630
)
Payments on liabilities related to acquisition and portfolio purchase

 
(1,000
)
Repurchases of common stock
(33,098
)
 
(22,962
)
Dividends paid on preferred stock
(4,987
)
 
(4,987
)
Dividends paid on common stock
(107,300
)
 
(48,620
)
Exercise of stock options
(110
)
 

Payments related to tax-withholding upon conversion of share-based awards
(3,934
)
 
(5,227
)
Net investment by non-controlling interest
(1,386
)
 
(172
)
Net cash provided by (used in) financing activities
3,349,803

 
510,487

Net change in cash and due from banks
1,852,306

 
(31,786
)
Cash and cash equivalents at beginning of period
1,228,371

 
587,057

Cash and cash equivalents at end of period
$
3,080,677

 
$
555,271

Supplemental disclosures of cash flow information
 

 
 

Cash paid (received) for:
 

 
 

Interest on deposits and borrowings
$
151,791

 
$
103,413

Income taxes, net
5,483

 
7,374

Noncash activities:


 


Transfer of loans and leases to other assets
24,483

 
48,025

Transfer of loans and leases from held-for-investment to held for sale, net
444,905

 
375,084

See accompanying notes to consolidated financial statements.


6

Table of Contents



TCF FINANCIAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)

Note 1. Basis of Presentation
 
On August 1, 2019 (the "Merger Date"), TCF Financial Corporation, a Delaware corporation ("Legacy TCF"), merged with and into Chemical Financial Corporation, a Michigan corporation ("Chemical"), with Chemical continuing as the surviving entity (the "Merger"). Immediately following the Merger, Chemical’s wholly owned bank subsidiary, Chemical Bank, a Michigan state-chartered bank, merged with and into Legacy TCF’s wholly owned bank subsidiary, TCF National Bank, a national banking association, with TCF National Bank surviving the merger (“TCF Bank”). Upon completion of the Merger, Chemical was renamed TCF Financial Corporation. TCF Financial Corporation (together with its direct and indirect subsidiaries, "we," "us," "our," "TCF" or the "Corporation"), is a financial holding company, headquartered in Detroit, Michigan. TCF Bank has its main office in Sioux Falls, South Dakota. References herein to "TCF Financial" or the "Holding Company" refer to TCF Financial Corporation on an unconsolidated basis.

The Merger was accounted for as a reverse merger using the acquisition method of accounting, therefore, Legacy TCF was deemed the accounting acquirer for financial reporting purposes, even though Chemical was the legal acquirer. Accordingly, Legacy TCF's historical financial statements are the historical financial statements of the combined company for all periods before the Merger Date. TCF's results of operations include the results of operations of Chemical on and after August 1, 2019. Results for periods before August 1, 2019 reflect only those of Legacy TCF and do not include the results of operations of Chemical. The number of shares issued and outstanding, earnings per share, additional paid-in-capital, dividends paid and all references to share quantities of TCF have been retrospectively adjusted to reflect the equivalent number of shares issued to holders of Legacy TCF common stock in the Merger. See "Note 2. Merger" for further information. In addition, the assets and liabilities of Chemical as of the Merger Date have been recorded at their estimated fair value and added to those of Legacy TCF.

TCF Bank operates bank branches primarily located in Michigan, Illinois and Minnesota with additional locations in Colorado, Ohio, South Dakota and Wisconsin (TCF's "primary banking markets"). Through its direct subsidiaries, TCF Bank provides a full range of consumer-facing and commercial services, including consumer and commercial banking, trust and wealth management, and specialty leasing and lending products and services to consumers, small businesses and commercial customers.

The accompanying unaudited consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles ("GAAP") for interim financial information and in accordance with the instructions to Quarterly Report on Form 10-Q and Article 10 of Regulation S-X as promulgated by the Securities and Exchange Commission ("SEC"). Accordingly, the consolidated financial statements do not include all of the information and notes necessary for complete financial statements in conformity with GAAP. In the opinion of management, the accompanying unaudited consolidated financial statements contain all the significant adjustments, consisting of normal recurring items, considered necessary for fair presentation. The results of operations for interim periods are not necessarily indicative of the results to be expected for the entire year. The information in this Quarterly Report on Form 10-Q is written with the presumption that the users of the interim financial statements have read or have access to the Corporation's most recent Annual Report on Form 10-K, which contains the latest audited financial statements and notes thereto, together with Management's Discussion and Analysis of Financial Condition and Results of Operations at and for the year ended December 31, 2019.
 
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. These estimates are based on information available to management at the time the estimates are made. Actual results could differ from those estimates. Certain reclassifications have been made to prior period financial statements to conform to the current period presentation.



7

Table of Contents



Note 2. Merger

As described in Note 1. Basis of Presentation, on August 1, 2019, the Corporation completed the Merger with Legacy TCF.

The Merger was an all-stock transaction. Pursuant to the merger agreement, on the Merger Date, each holder of Legacy TCF common stock received 0.5081 shares (the "Exchange Ratio") of TCF's common stock for each share of Legacy TCF common stock held. Each outstanding share of common stock of Chemical remained outstanding and was unaffected by the Merger other than by the change of the Corporation’s name from Chemical Financial Corporation to TCF Financial Corporation. As of the effective time of the Merger on August 1, 2019, TCF Financial had approximately 153.5 million shares of common stock outstanding. On the Merger Date, the shares of Legacy TCF common stock, which previously traded under the ticker symbol "TCF" on the New York Stock Exchange (the "NYSE") ceased trading on, and were delisted from, the NYSE. Following the Merger, TCF Financial common stock continues to trade on the Nasdaq Stock Market (“NASDAQ”), but its ticker symbol changed from "CHFC" to "TCF" effective August 1, 2019.

Pursuant to the merger agreement, each outstanding share of Legacy TCF 5.70% Series C Non-Cumulative Perpetual Preferred Stock, with a liquidation preference of $25,000 per share (the "Legacy TCF Preferred Stock") was converted into the right to receive one share of newly created 5.70% Series C Non-Cumulative Perpetual Preferred Stock of TCF, with a liquidation preference of $25,000 per share (the "New TCF Preferred Stock"), and each depository share representing 1/1000th of a share of Legacy TCF Preferred Stock was converted into one depositary share representing 1/1000th of a share of New TCF Preferred Stock. Immediately following the effective time of the Merger, as of August 1, 2019, TCF Financial had 7,000 shares of New TCF Preferred Stock outstanding and 7.0 million related depositary shares outstanding.

The Merger constituted a business combination and was accounted for as a reverse merger using the acquisition method of accounting, therefore, Legacy TCF was deemed the acquirer for financial reporting purposes even though Chemical was the legal acquirer. As a result, the historical financial statements of Legacy TCF became the historical financial statements of the combined company. In addition, the assets acquired, including the intangible assets identified, and assumed liabilities of Chemical as of the Merger Date, have been recorded at their estimated fair value and added to those of Legacy TCF. In many cases, the determination of fair value required management to make estimates about discount rates, expected future cash flows, market conditions and other future events that are highly subjective in nature and subject to change.

As the legal acquirer, Chemical (now TCF Financial Corporation) issued approximately 81.9 million shares of TCF Financial common stock in connection with the Merger, which represented approximately 53% of the voting interests in TCF Financial upon completion of the Merger. Guidance in Accounting Standards Codification ("ASC") 805-40-30-2 explains that the purchase price in a reverse acquisition is determined based on “the number of equity interests the legal acquiree would have had to issue to give the owners of the legal acquirer the same percentage equity interest in the combined entity that results from the reverse acquisition.” The first step in calculating the purchase price in the Merger is to determine the ownership of the combined company following the Merger. The table below summarizes the ownership of the combined company ("TCF Financial") following the Merger, as well as the market capitalization of the combined company using shares of Chemical and Legacy TCF common stock outstanding at July 31, 2019 and Chemical’s closing price on July 31, 2019.
(Dollars in thousands)
 TCF Financial Ownership and Market Value Table
 
 Number of Chemical Outstanding Shares
 
 Percentage Ownership
 
 Market Value at $42.04 Chemical Share Price
Legacy TCF shareholders
81,920,494

 
53.38
%
 
$
3,443,938

Chemical shareholders
71,558,755

 
46.62

 
3,008,330

 Total
153,479,249

 
100.00
%
 
$
6,452,268





8

Table of Contents



Next, the hypothetical number of shares Legacy TCF would have to issue to give Chemical owners the same percentage ownership in the combined company is calculated in the table below (based on shares of Legacy TCF common stock outstanding at July 31, 2019):
 
 
 Hypothetical Legacy TCF Ownership
 
 
 Number of Legacy TCF Outstanding Shares
 
 Percentage Ownership
Legacy TCF shareholders
 
161,229,078

 
53.38
%
Chemical shareholders
 
140,835,967

 
46.62

 Total
 
302,065,045

 
100.00
%


Finally, the purchase price is calculated based on the number of hypothetical shares of Legacy TCF common stock issued to Chemical shareholders multiplied by the share price as demonstrated in the table below.
(Dollars in thousands, except per share data)
 
 
Number of hypothetical Legacy TCF shares issued to Chemical shareholders
140,835,967

Legacy TCF market price per share as of July 31, 2019
$
21.38

Purchase price determination of hypothetical Legacy TCF shares issued to Chemical shareholders
3,011,073

Value of Chemical stock options hypothetically converted to options to acquire shares of Legacy TCF common stock
7,335

Cash in lieu of fractional shares
148

Purchase price consideration
$
3,018,556





9

Table of Contents



The following table provides the purchase price allocation as of the Merger Date and the assets acquired and liabilities assumed at their estimated fair value as of the Merger Date as recorded by the Corporation. The Corporation recorded the estimate of fair value based on initial valuations available at the Merger Date and these estimates are considered preliminary and subject to adjustment for up to one year after the Merger Date. While the Corporation believes that the information available at the Merger Date provided a reasonable basis for estimating fair value, following the Merger, the Corporation obtained additional information and evidence and then finalized all valuations and recorded final adjustments during the first quarter of 2020. These adjustments included: (i) changes in the estimated fair value of loans and leases acquired, (ii) changes in deferred tax assets related to fair value estimates and changes in the expected realization of items considered to be net operating loss carryforwards, and (iii) changes in goodwill as a result of the net effect of any adjustments.
(In thousands)
 
Purchase price consideration:
 
Stock
$
3,018,556

Fair value of assets acquired(1)
 
Cash and cash equivalents
975,014

Federal Home Loan Bank and Federal Reserve Bank stocks
218,582

Investment securities
3,774,738

Loans held-for-sale
44,532

Loans and leases
15,713,399

Premises and equipment
140,219

Loan servicing rights
59,567

Other intangible assets
159,532

Net deferred tax asset(2)
65,685

Other assets
552,432

Total assets acquired
21,703,700

Fair value of liabilities assumed(1)
 
Deposits
16,418,215

Short-term borrowings
2,629,426

Long-term borrowings
442,323

Other liabilities
353,469

Total liabilities assumed
19,843,433

Fair value of net identifiable assets
1,860,267

Goodwill resulting from Merger(1)
$
1,158,289

(1)
All amounts were previously reported in the Corporation's Annual Report on Form 10-K for the year ended December 31, 2019, with the exception of the following adjustments to fair value based on additional information obtained in the first quarter of 2020: (i) loans and leases ($17.2 million decrease), (ii) net deferred tax asset ($4.0 million increase), and (iii) goodwill resulting from Merger ($13.2 million increase).
(2)
Net deferred tax asset includes acquisition-related fair value adjustments, loss and tax credit carry forwards, mortgage servicing rights and core deposit and customer intangibles.

The final loan valuation adjustments also impacted interest income in the first quarter of 2020. Additional accretion of $2.4 million would have been recorded as interest income in the year ended December 31, 2019, had the final loan valuation been recorded at the Merger Date.

As described in more detail in Note 3. Summary of Significant Accounting Policies below, all Chemical loans and leases were recorded at their estimated fair value as of the Merger Date with no carryover of the related allowance for loans and lease losses. The acquired loans and leases were segregated into two classifications at acquisition, purchased credit impaired (“PCI”) loans accounted for under the provisions of legacy GAAP Accounting Standards Codification ("ASC") Topic 310-30, and purchased nonimpaired loans and leases, also referred to as purchased loans and leases. The excess of cash flows expected to be collected over the estimated fair value of PCI loans is referred to as the accretable yield and is accreted into interest income over the estimated remaining life of the loan using the effective yield method. The difference between the contractually required payments and the cash flows expected to be collected at acquisition, considering the impact of prepayment and estimates of future credit losses expected to be incurred, is referred to as the nonaccretable difference.


10

Table of Contents



Information regarding acquired loans and leases included in net loans and leases acquired at the Merger Date was as follows:
(In thousands)
 
PCI loans:
 
Contractually required payments receivable
$
413,176

Nonaccretable difference
(63,014
)
Expected cash flows
350,162

Accretable yield
38,479

Fair value of PCI loans
$
311,683

 
 
Purchased nonimpaired loans and leases:
 
Unpaid principal balance
$
15,636,020

Fair value discount
(234,304
)
Fair value at acquisition
15,401,716

    Total fair value at acquisition
$
15,713,399



Other intangible assets consisted of core deposits and customer relationship intangibles with estimated fair values at the Merger Date of $138.2 million and $21.3 million, respectively. Core deposit intangibles are being amortized over a weighted-average life of ten years on an accelerated basis. Customer relationship intangibles are being amortized over a weighted-average life of 15.6 years based on expected economic benefits of the underlying intangible assets. The weighted-average life of amortizable intangibles acquired in the Merger was 11 years.

As a result of the Merger, the Corporation recorded $1.2 billion of goodwill. Of the $1.2 billion, $528.0 million was attributable to Consumer Banking and $630.3 million was attributable to Commercial Banking. The goodwill recorded is not deductible for income tax purposes.

Pro Forma Combined Results of Operations The following pro forma financial information presents the consolidated results of operations of Legacy TCF and Chemical as if the Merger had occurred as of January 1, 2019 with pro forma adjustments. The pro forma adjustments give effect to any change in interest income due to the accretion of the discount (amortization of premium) associated with the fair value adjustments to acquired loans and leases, any change in interest expense due to estimated premium amortization/discount accretion associated with the fair value adjustments to acquired time deposits and borrowings and other debt, amortization of the customer relationship intangibles, and amortization of the core deposit intangibles that would have resulted had the deposits been acquired as of January 1, 2019. Merger-related expenses incurred by TCF during the three and six months ended June 30, 2020 are not reflected in the pro forma amounts. The pro forma information does not necessarily reflect the results of operations that would have occurred had Legacy TCF merged with Chemical at the beginning of 2019. Anticipated cost savings that have not yet been realized are also not reflected in the pro forma amounts for the three and six months ended June 30, 2020 and 2019.
 
Three Months Ended June 30,
 
Six Months Ended June 30,
(In thousands, except per share data)
2020
 
2019
 
2020
 
2019
Net interest income and other noninterest income
$
511,413

 
$
576,210

 
$
1,049,857

 
$
1,130,934

Net income
23,764

 
169,814

 
75,663

 
318,881

Net income available to common shareholders
21,270

 
167,320

 
70,676

 
313,894

Earnings per share:
 
 
 
 
 
 
 
Basic
$
0.14

 
$
1.09

 
$
0.47

 
$
2.04

Diluted
0.14

 
1.08

 
0.47

 
2.03





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Note 3. Summary of Significant Accounting Policies

Accounting policies in effect at December 31, 2019, as previously disclosed in "Note 3. Summary of Significant Accounting Policies" in the Corporation’s Annual Report on Form 10-K at and for the year ended December 31, 2019, remain significantly unchanged and have been followed similarly as in previous periods except for the allowance for credit losses accounting policy, the loans and leases acquired in a business combination accounting policy, the investments securities held-to-maturity accounting policy, and the investment securities available-for-sale accounting policy, resulting from the adoption of Accounting Standards Update ("ASU") No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments and related ASUs, as described below.

Allowance for Credit Losses The Corporation's reserve methodology used to determine the appropriate level of the allowance for credit losses ("ACL") is a critical accounting estimate. The ACL is maintained at a level believed to be appropriate to provide for the current credit losses expected to be incurred in the loan and lease portfolios over the remaining expected life of each financial asset at the balance sheet date, including known or anticipated problem loans and leases, as well as for loans and leases which are not currently known to require specific allowances. The Corporation individually evaluates loans and leases that do not share similar risk characteristics with other financial assets for impairment, generally this means troubled debt restructuring ("TDR") loans, previously removed TDR loans and any other loans and leases that no longer exhibit similar risk characteristics of one of the pools of financial assets used for collective evaluation. All other loans and leases are evaluated collectively for impairment. The ACL includes the allowance for loan and lease losses ("ALLL") and a reserve for unfunded lending commitments ("RULC"). The ALLL and RULC are valuation accounts presented separately on the Consolidated Statements of Financial Condition. The ALLL is deducted from or added to loans' amortized cost basis to present the net amount expected to be collected. The RULC for letters of credit, financial guarantees and binding unfunded loan commitments is recorded in other liabilities.

Individually evaluated loans and leases are a key component of the ALLL. Individually evaluated consumer loans are generally measured at the present value of the expected future cash flows discounted at the loan's initial effective interest rate, unless the loans are collateral dependent, in which case loan impairment is based on the fair value of the collateral less estimated selling costs. Individually evaluated commercial loans and leases are generally measured at the present value of the expected future cash flows discounted at the initial effective interest rate of the loan or lease, unless the loan or lease is collateral dependent, in which case impairment is based on the fair value of collateral less estimated selling costs; however, if payment or satisfaction of the loan or lease is dependent on the operation, rather than the sale of the collateral, the impairment does not include estimated selling costs.

The impairment for all other consumer and commercial loans and leases is evaluated collectively by various characteristics. The collective evaluation of expected losses in these portfolios is based on their probability of default multiplied by historical loss rates, as well as adjustments for forward-looking information, including industry and macroeconomic forecasts. Management's current methodology includes a twenty-four month reasonable and supportable forecast period with a twelve month straight line reversion to historical loss rates. Factors utilized in the determination of the amount of the allowance include historical loss experience, current economic forecasts and measurement date credit risk characteristics such as product type, lien position, delinquency, collateral value, credit bureau scores and financial statement ratios. The various quantitative and qualitative factors used in the methodologies are reviewed quarterly.

Loans and leases are charged off to the extent they are deemed to be uncollectible. Net charge-offs are included in historical data utilized for calculating the ACL. Loans that are not collateral dependent are charged off when deemed uncollectible based on specific facts and circumstances. Residential mortgage and home equity loans are charged off to the estimated fair value of the underlying collateral, less estimated selling costs, no later than 150 days past due. Additional review of the fair value, less estimated costs to sell, compared with the recorded value occurs upon foreclosure and additional charge-offs are recorded if necessary. Consumer installment loans will generally be charged off in full no later than 120 days past due, unless repossession is reasonably assured and in process, in which case the loan would be charged off to the fair value of the collateral, less estimated selling costs. Consumer loans in bankruptcy status may be charged down to the fair value of the collateral, less estimated selling costs, when the loan is 60 days past due, or within 60 days after receipt of bankruptcy notification, whichever is shorter. Deposit account overdrafts are reported in other loans. Net losses on uncollectible overdrafts are reported as net charge-offs in the ALLL within 60 days from the date of overdraft. Commercial loans and leases that are considered collateral dependent are charged off to the estimated fair value, less estimated selling costs when it becomes probable, based on current information and events, that all principal and interest amounts will not be collectible in accordance with their contractual terms.


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The RULC leverages the same loss estimate methodology utilized to measure the ALLL. The Corporation estimates expected credit losses over the period in which it is exposed to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by the Corporation. The RULC estimate considers both the likelihood that funding will occur and expected credit losses on funded balances at the time of default.

The amount of the ACL significantly depends on management's estimates of key factors and assumptions affecting valuation, appraisals of collateral, evaluations of performance and status, the amounts and timing of future cash flows expected to be received, forecasts of future economic conditions and reversion periods. Such estimates, appraisals, evaluations, cash flows and forecasts may be subject to frequent adjustments due to changing economic prospects of borrowers, lessees, properties or economic conditions. These estimates are reviewed quarterly and adjustments, if necessary, are recorded in the provision for credit losses in the periods in which they become known.

Accrued interest receivable is included in other assets on the Consolidated Statements of Financial Condition, and an ACL is not recorded for these balances. Generally, when a loan or lease is placed on nonaccrual status, typically when the collection of interest or principal is 90 days or more past due, uncollected interest accrued in prior years is charged off against the ACL and interest accrued in the current year is reversed against interest income.

Management maintains a framework of controls over the estimation process for the ACL, including review of collective reserve methodologies for compliance with GAAP. Management has a quarterly process to review the appropriateness of historical observation periods and loss assumptions, risk ratings assigned to commercial loans and leases, and discount rate assumptions used to estimate the fair value of consumer real estate. Management reviews its qualitative framework and the effect on the collective reserve compared with relevant credit risk factors and consistency with credit trends. Management also maintains controls over the information systems, models and spreadsheets used in the quantitative components of the reserve estimate. This includes the quality and accuracy of historical data used to derive loss rates, the probability of default, loss given default, the inputs to industry and macroeconomic forecasts and the reversion periods utilized. The results of this process are summarized and presented to management quarterly for their approval of the recorded allowance.

See "Note 8Allowance for Credit Losses and Credit Quality" for further information.

Loans and Leases Acquired in a Business Combination The Corporation records loans and leases acquired in a business combination at fair value at the acquisition date and the fair value discount or premium is recognized as an adjustment to yield over the remaining life of each loan or lease. An ALLL is also recorded following the Corporation’s ACL accounting policy. Purchased and acquired loans and leases are evaluated at the acquisition date and classified as either (i) loans and leases purchased without evidence of deteriorated credit quality since origination, or (ii) loans and leases purchased that as of the date of acquisition have experienced a more-than-insignificant deterioration in credit quality since origination, referred to as purchased financial assets with credit deterioration ("PCD") assets. In determining whether an acquired asset should be classified as PCD, the Corporation must make numerous assumptions, interpretations and judgments using internal and third-party credit quality information to determine whether or not the asset has experienced more-than-insignificant credit deterioration since origination. This is a point in time assessment and is inherently subjective due to the nature of the available information and judgment involved. Evidence of credit quality deterioration as of the acquisition date may include statistics such as past due and nonaccrual status, recent borrower credit scores and loan-to-value percentages. The ALLL estimated for PCD loans and leases as of the acquisition date is recorded as a gross-up of the loan or lease balance and the ALLL. Any remaining discount or premium after the gross-up is then recognized as an adjustment to yield over the remaining life of each PCD loan or lease. After the acquisition date, the accounting for acquired loans and leases, including PCD and non-PCD loans and leases, follows the same accounting guidance as loans and leases originated by the Corporation.

See "Note 8. Allowance for Credit Losses and Credit Quality" for further information.



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Investment Securities Held-to-Maturity

Investment securities held-to-maturity are carried at cost and adjusted for amortization of premiums or accretion of discounts using a level yield method; however, transfers of investment securities available-for-sale to investment securities held-to-maturity are made at fair value at the date of transfer. The unrealized holding gain or loss at the date of each transfer is retained in accumulated other comprehensive income (loss) and in the carrying value of the held-to-maturity investment security. Such amounts are then amortized over the remaining life of the transferred investment security as an adjustment of the yield on those securities. The Corporation evaluates investment securities held-to-maturity for credit losses on a quarterly basis, and records any such losses as a component of provision for credit losses in the Consolidated Statements of Income and a corresponding ACL. At June 30, 2020 there was no ACL recorded. See "Note 6. Investment Securities" for further information on investment securities held-to-maturity.

Investment Securities Available-for-Sale

Investment securities available-for-sale are carried at fair value with the unrealized gains or losses net of related deferred income taxes reported within accumulated other comprehensive income (loss). The cost of investment securities sold is determined on a specific identification basis and gains or losses on sales of investment securities available-for-sale are recognized on trade dates. Discounts and premiums on investment securities available-for-sale are amortized using a level yield method over the expected life of the security, or to the earliest call date for premiums on investment securities with call features. The Corporation evaluates investment securities available-for-sale for credit losses on a quarterly basis, and records any such losses as a component of provision for credit losses in the Consolidated Statements of Income and a corresponding ACL. At June 30, 2020 there was no ACL recorded. See "Note 6. Investment Securities" for further information on investment securities available-for-sale.

Recently Adopted Accounting Pronouncements

Effective January 1, 2020, the Corporation adopted ASU No. 2020-03, Codification Improvements to Financial Instruments, which is comprised of amendments intended to clarify or improve the accounting guidance for various financial instruments, including fair value measurement and disclosure, disclosures for depository and lending institutions, and the interaction between Topic 326 - Financial Instruments - Credit losses and other Topics. Each of the clarifying amendments are either not relevant to the Corporation's consolidated financial statements or further confirmed the Corporation's existing interpretation of the accounting guidance. As such, the adoption of this guidance did not have a material impact on the consolidated financial statements.

Effective January 1, 2020, the Corporation adopted ASU No. 2019-08, Compensation-Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Codification Improvements-Share-Based Consideration Payable to a Customer, which requires entities to measure and classify share-based payment awards granted to a customer by applying the guidance in Topic 718. The adoption of this guidance did not have a material impact on the consolidated financial statements.

Effective January 1, 2020, the Corporation adopted ASU No. 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606, which makes targeted improvements to the accounting for collaborative arrangements in response to questions raised as a result of the issuance of ASU 2014-09, Revenue from Contracts with Customers (Topic 606). The adoption of this guidance did not have a material impact on the consolidated financial statements.

Effective January 1, 2020, the Corporation adopted ASU No. 2018-17, Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities. In addition to providing variable interest entities ("VIE") guidance to private companies, this ASU contains an amendment applicable to all entities which amends how a decision maker or service provider determines whether its fee is a variable interest in a VIE when a related party under common control also has an interest in the VIE. The adoption of this guidance did not have a material impact on the consolidated financial statements.

Effective January 1, 2020, the Corporation adopted ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement, which eliminates, adds and modifies certain disclosure requirements for fair value measurements. While the adoption of this guidance required adjustments to our fair value disclosures, it did not have a material impact on the consolidated financial statements.



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Effective January 1, 2020, the Corporation adopted ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This ASU simplifies the accounting for goodwill impairment by removing Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. Under the new guidance, the Corporation will compare the fair value of a reporting unit with its carrying amount and recognize an impairment charge for any amount by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill. All other goodwill impairment guidance largely remains unchanged. The adoption of this guidance did not have a material impact on the consolidated financial statements.

Effective January 1, 2020, the Corporation adopted ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which changes the impairment model for most financial assets (including off-balance sheet exposures), including trade and other receivables, debt securities held-to-maturity, loans, net investments in leases and purchased financial assets with credit deterioration. The ASU requires the use of a current expected credit loss ("CECL") methodology to determine the allowance for credit losses for loans and debt securities held-to-maturity. CECL requires loss estimates for the remaining estimated life of the asset to be measured using historical loss data as well as adjustments for current conditions and reasonable and supportable forecasts of future economic conditions. Effective January 1, 2020, the Corporation also adopted the following ASUs, which further amend the original CECL guidance in Topic 326: (i) ASU No. 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, which clarifies that receivables arising from operating leases are not within the scope of Subtopic 326-20 and should be accounted for in accordance with Topic 842; (ii) ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments, which clarifies and corrects certain unintended applications of the guidance contained in each of the amended Topics; (iii) ASU No. 2019-05, Financial Instruments - Credit Losses (Topic 326): Targeted Transition Relief, which provides an option to irrevocably elect to apply the fair value option in Subtopic 825-10 to certain instruments within the scope of Subtopic 326-20 upon adoption of Topic 326; (iv) ASU No. 2019-11, Codification Improvements to Topic 326, Financial Instruments-Credit Losses, which clarifies that expected recoveries of amounts previously written off or expected to be written off should be included in the estimate of allowance for credit losses for purchased financial assets with credit deterioration, provides certain transition relief for TDR accounting when the discounted cash flow method is used to estimate credit losses, allows entities to elect to disclose separately the total amount of accrued interest included in the amortized cost basis as a single balance to meet certain disclosure requirements, and clarifies that an entity should assess whether it reasonably expects the borrower will be able to continually replenish collateral securing financial assets when electing a practical expedient to measure the estimate of expected credit losses by comparing the amortized cost basis of the financial asset and the fair value of collateral securing the financial asset as of the reporting date. These ASUs were adopted on a modified retrospective basis.



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CECL represents a significant change in GAAP and has resulted in a significant change to industry practice, which the Corporation expects will continue to evolve over time. Our adoption resulted in an ALLL as of January 1, 2020 that is larger than the ALLL that would have been recorded under the legacy guidance on the same date by $206.0 million in total for all portfolios. Approximately 20% of the increase relates to originated loans and leases, with the largest impact on the consumer segment given the longer duration of the portfolios. A significant portion of the increase is a result of new requirements to record ALLL related to acquired loans and leases, regardless of any credit mark previously recorded with respect to them. Approximately 80% of the increase relates to acquired loans and leases, which were recorded at estimated fair value at their respective acquisition date, the majority of which relate to loans and leases acquired in the Merger. Under legacy GAAP, credit marks were included in the determination of the fair value adjustments reflected as a discount to the carrying value of the loans, and an ALLL was not recorded on acquired loans and leases until evidence of credit deterioration existed post acquisition. However, upon adoption of CECL an ALLL is recorded for all acquired loans and leases based on the lifetime loss concept. Further, for acquired loans and leases that do not meet the definition of PCD, the credit and interest marks which existed from acquisition accounting as of December 31, 2019 will continue to accrete over the life of loan. For acquired loans that met the definition of PCI under legacy GAAP and converted to PCD at CECL adoption, the ALLL recorded is recognized through a gross-up that increases the amortized cost basis of loans with a corresponding ALLL, and therefore results in little to no impact to the cumulative effect adjustment to retained earnings. Prior to the adoption of CECL, PCI loans were not classified as nonaccrual loans because they were recorded at their net realizable value based on the principal and interest expected to be collected on the loans. At January 1, 2020, $73.4 million of loans previously classified as PCI were reclassified to nonaccrual loans as a result of the adoption of CECL. The adoption of CECL also resulted in an increase in the liability for unfunded lending commitments of $14.7 million. For other assets within the scope of the standard such as available-for-sale investment securities, held-to-maturity investment securities, and trade and other receivables, the impact from the standard was inconsequential. The cumulative tax effected adjustment to record ALLL and to increase the unfunded lending commitment liability resulted in a reduction to retained earnings of $159.3 million. Post-adoption, as loans and leases are added to the portfolio, the Corporation expects higher levels of ACL determined by CECL assumptions, resulting in accelerated recognition of provision for credit losses, as compared to historical results. In response to the COVID-19 pandemic, the regulatory agencies published an interim final rule on March 31, 2020 that provides the option to delay the cumulative effect of the day 1 impact of CECL adoption on regulatory capital, along with 25% of the change in the adjusted allowance for credit losses (as computed for regulatory capital purposes which excludes PCD loans), for 2 years, followed by a three-year phase-in period. Management elected the 5-year transition period consistent with the March 31, 2020 interim final rule. Additional and modified disclosure requirements under CECL are included in "Note 6. Investment Securities" and "Note 8. Allowance for Credit Losses and Credit Quality."

CARES Act and Interagency Regulatory Guidance Regarding Troubled Debt Restructurings

On March 27, 2020, the Coronavirus Aid, Relief and Economic Security (“CARES”) Act was signed into law. Section 4013 of the CARES Act provides banks the option to temporarily suspend certain TDR accounting guidance for loans modified due to the effects of COVID-19. Additionally, on April 7, 2020, the Board of Governors of the Federal Reserve System, Federal Deposit Insurance Corporation, National Credit Union Administration, and Office of the Comptroller of the Currency (collectively the "agencies") issued a statement, "Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working With Customers Affected by the Coronavirus (Revised)" ("Interagency Statement on Loan Modifications") to encourage banks to work prudently with borrowers and to describe the agencies' interpretation of how accounting guidance for troubled debt restructuring applies to certain COVID-19-related modifications.

The CARES Act includes a provision permitting the Corporation to opt out of applying TDR accounting guidance for certain loan modifications. Loan modifications made between March 1, 2020 and the earlier of December 31, 2020 or 60 days after the President of the United States declares a termination of the COVID-19 national emergency are eligible for this relief if the related loans were not more than 30 days past due as of December 31, 2019 and meet the other requirements. The Corporation will first assess if a loan modification meets the qualifications. If the loan modification does not meet the qualification under the CARES Act, the Corporation will then assess applicability of the Interagency Statement on Loan Modifications offering practical expedients for short term modifications. Under both guidance principals, subsequent modifications must be re-evaluated for the appropriate accounting treatment. The Corporation will apply its existing accounting policies for those loans that either do not qualify for the relief under either the CARES Act or the Interagency Statement on Loan Modifications, or for which the Corporation has decided not to apply the relief.



16

Table of Contents



Under the CARES Act, the Corporation has made certain modifications that include the short-term deferral of interest for certain borrowers. In these cases, the Corporation recognizes interest income as earned. The deferred interest will be repaid by the borrower in a future period, and will be evaluated by the Corporation for collectability.

Recently Issued but Not Yet Adopted Accounting Pronouncements

In March 2020, the Financial Accounting Standards Board (the "FASB") issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides a number of optional expedients to general accounting guidance intended to ease the burden of the accounting impacts of reference rate reform related to contract modifications and hedge accounting elections. Adoption of the expedients is allowed after March 12, 2020 and no later than December 31, 2022. Management is currently evaluating the impact of this guidance on the consolidated financial statements.

In January 2020, the FASB issued ASU No. 2020-01, Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)-Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 (a consensus of the Emerging Issues Task Force), which clarifies the interactions between Topic 321, Topic 323 and Topic 815, including accounting for the transition into and out of the equity method and measuring certain purchased options and forward contracts to acquire investments. The adoption of this ASU will be required beginning with the Corporation's Quarterly Report on Form 10-Q for the quarter ending March 31, 2021. Early adoption is allowed. Management is currently evaluating the impact of this guidance on the consolidated financial statements.

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which is intended to simplify the accounting for income taxes by removing certain exceptions to the general rules found in Topic 740 - Income Taxes. The adoption of this ASU will be required beginning with the Corporation's Quarterly Report on Form 10-Q for the quarter ending March 31, 2021. Early adoption is allowed. Management is currently evaluating the impact of this guidance on the consolidated financial statements.

Note 4 Cash and Cash Equivalents
 
Cash and cash equivalents include cash and due from banks and interest-bearing deposits in other banks. Total cash and cash equivalents were $3.1 billion and $1.2 billion at June 30, 2020 and December 31, 2019, respectively.

As of March 26, 2020, TCF Bank was no longer required by Federal Reserve regulations to maintain reserves in cash on hand or at the Federal Reserve Bank.

The Corporation maintains cash balances that are restricted as to their use in accordance with certain obligations. Cash payments received on loans serviced for third parties are generally held in separate accounts until remitted. The Corporation may also retain cash balances for collateral on certain borrowings and derivatives. The Corporation maintained restricted cash totaling $105.5 million and $68.6 million at June 30, 2020 and December 31, 2019, respectively.

Note 5. Federal Home Loan Bank and Federal Reserve Bank Stocks

Federal Home Loan Bank ("FHLB") and Federal Reserve Bank ("FRB") stocks were as follows:
(In thousands)
At June 30, 2020
 
At December 31, 2019
FHLB stock, at cost
$
262,459

 
$
318,473

FRB stock, at cost
124,024

 
123,967

Total investments
$
386,483

 
$
442,440



The investments in FHLB stock are required investments related to the Corporation's membership and borrowings in the FHLB of Des Moines, and additional commitments from the FHLB of Indianapolis and Cincinnati. The Corporation's investments in the FHLB of Des Moines, Indianapolis and Cincinnati could be adversely impacted by the financial operations of the Federal Home Loan Banks and actions of their regulator, the Federal Housing Finance Agency. The amount of FRB stock that TCF Bank is required to hold is based on TCF Bank's capital structure. The Corporation periodically evaluates investments for impairment. There was no impairment of these investments at June 30, 2020 and December 31, 2019.


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Note 6.  Investment Securities
 
The amortized cost and fair value of investment securities were as follows:
 
Investment Securities Available-for-sale, At Fair Value
(In thousands)
Amortized Cost
 
Gross Unrealized Gains
 
Gross Unrealized Losses
 
Fair Value
At June 30, 2020
 
 
 
 
 
 
 
Debt securities:
 

 
 

 
 

 
 

Government and government-sponsored enterprises
$
209,771

 
$
504

 
$
156

 
$
210,119

Obligations of states and political subdivisions
810,091

 
30,967

 
2,913

 
838,145

Mortgage-backed securities:
 

 
 

 
 

 
 

Residential agency
4,981,205

 
192,830

 
523

 
5,173,512

Residential non-agency
265,927

 
4,540

 
35

 
270,432

Commercial agency
644,458

 
40,048

 

 
684,506

Commercial non-agency
39,378

 
2,843

 

 
42,221

Total mortgage-backed debt securities
5,930,968

 
240,261

 
558

 
6,170,671

Corporate debt and trust preferred securities
453

 

 
15

 
438

Total investment securities available-for-sale
$
6,951,283

 
$
271,732

 
$
3,642

 
$
7,219,373

At December 31, 2019
 
 
 
 
 
 
 
Debt securities:
 

 
 

 
 

 
 

Government and government-sponsored enterprises
$
235,045

 
$
18

 
$
678

 
$
234,385

Obligations of states and political subdivisions
852,096

 
12,446

 
687

 
863,855

Mortgage-backed securities:
 

 
 

 
 

 
 

Residential agency
4,492,427

 
68,797

 
6,103

 
4,555,121

Residential non-agency
374,046

 
1,166

 
616

 
374,596

Commercial agency
645,814

 
8,639

 
2,049

 
652,404

Commercial non-agency
39,398

 
17

 
205

 
39,210

Total mortgage-backed debt securities
5,551,685

 
78,619

 
8,973

 
5,621,331

Corporate debt and trust preferred securities
451

 

 
21

 
430

Total investment securities available-for-sale
$
6,639,277

 
$
91,083

 
$
10,359

 
$
6,720,001


 
Investment Securities Held-to-Maturity
(In thousands)
Amortized Cost
 
Gross Unrealized Gains
 
Gross Unrealized Losses
 
Fair Value
At June 30, 2020
 
 
 
 
 
 
 
Residential agency mortgage-backed securities
$
126,429

 
$
11,006

 
$

 
$
137,435

Corporate debt and trust preferred securities
3,672

 

 

 
3,672

Total investment securities held-to-maturity (1)
$
130,101

 
$
11,006

 
$

 
$
141,107

At December 31, 2019
 
 
 
 
 
 
 
Residential agency mortgage-backed securities
$
135,769

 
$
5,576

 
$
177

 
$
141,168

Corporate debt and trust preferred securities
3,676

 

 

 
3,676

Total investment securities held-to-maturity
$
139,445

 
$
5,576

 
$
177

 
$
144,844

(1)
The adoption of CECL was inconsequential to held-to-maturity investment securities. At June 30, 2020 there was no ACL for investment securities held-to-maturity.

Accrued interest receivable for investment securities was $21.2 million and $21.6 million at June 30, 2020 and December 31, 2019, respectively, and is included in other assets on the Consolidated Statements of Financial Condition.



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Gross unrealized losses and fair value of available-for-sale investment securities aggregated by investment category and the length of time the securities were in a continuous loss position were as follows: 
 
At June 30, 2020
 
Less than 12 months
 
12 months or more
 
Total
(In thousands)
Fair Value
 
Unrealized Losses
 
Fair Value
 
Unrealized Losses
 
Fair Value
 
Unrealized Losses
Investment securities available-for-sale
 
 
 
 
 
 
 
 
 
 
 
Debt securities:
 

 
 

 
 

 
 

 
 

 
 

Government and government sponsored enterprises
$
58,504

 
$
156

 
$

 
$

 
$
58,504

 
$
156

Obligations of states and political subdivisions
206,197

 
2,913

 

 

 
206,197

 
2,913

Mortgage-backed securities:
 
 
 
 
 
 
 
 
 
 
 
Residential agency
292,534

 
523

 

 

 
292,534

 
523

Residential non-agency
20,079

 
35

 

 

 
20,079

 
35

Commercial agency

 

 

 

 

 

Commercial non-agency

 

 

 

 

 

Total mortgage-backed debt securities
312,613

 
558

 

 

 
312,613

 
558

Corporate debt and trust preferred securities
438

 
15

 

 

 
438

 
15

Total investment securities available-for-sale
$
577,752

 
$
3,642

 
$

 
$

 
$
577,752

 
$
3,642

 
At December 31, 2019
 
Less than 12 months
 
12 months or more
 
Total
(In thousands)
Fair Value
 
Unrealized Losses
 
Fair Value
 
Unrealized Losses
 
Fair Value
 
Unrealized Losses
Investment securities available-for-sale
 
 
 
 
 
 
 
 
 
 
 
Debt securities:
 

 
 

 
 

 
 

 
 

 
 

Government and government sponsored enterprises
$
226,177

 
$
678

 
$

 
$

 
$
226,177

 
$
678

Obligations of states and political subdivisions
60,639

 
687

 

 

 
60,639

 
687

Mortgage-backed securities:
 
 
 
 
 
 
 
 
 
 
 
 Residential agency
667,511

 
3,586

 
200,534

 
2,517

 
868,045

 
6,103

Residential non-agency
140,403

 
616

 

 

 
140,403

 
616

Commercial agency
176,880

 
2,049

 

 

 
176,880

 
2,049

Commercial non-agency
25,560

 
205

 

 

 
25,560

 
205

Total mortgage-backed debt securities
1,010,354

 
6,456

 
200,534

 
2,517

 
1,210,888

 
8,973

Corporate debt and trust preferred securities
430

 
21

 

 

 
430

 
21

Total investment securities available-for-sale
$
1,297,600

 
$
7,842

 
$
200,534

 
$
2,517

 
$
1,498,134

 
$
10,359



The adoption of CECL was inconsequential to available-for-sale investment securities. At June 30, 2020 there was no ACL for investment securities available-for-sale. At June 30, 2020 there were 805 available-for-sale investment securities in an unrealized loss position. Management assessed each investment security with unrealized losses for credit impairment. Substantially all unrealized losses on investment securities were due to credit spreads and interest rates rather than credit impairment. As part of that assessment management evaluated and concluded that it is more-likely-than-not that the Corporation will not be required and does not intend to sell any of the investment securities prior to recovery of the amortized cost.



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The gross gains and losses on sales of investment securities were as follows: 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
(In thousands)
2020
 
2019
 
2020
 
2019
Gross realized gains
$

 
$
1,533

 
$

 
$
3,155

Gross realized losses

 
467

 

 
1,642

Recoveries on previously impaired investment securities held-to-maturity
8

 

 
8

 
4

Net gains on investment securities
$
8

 
$
1,066

 
$
8

 
$
1,517



The amortized cost and fair value of investment securities by final contractual maturity were as follows. Securities with multiple maturity dates are classified in the period of final maturity. The final contractual maturities do not consider possible prepayments and therefore expected maturities may differ because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
 
At June 30, 2020
 
At December 31, 2019
(In thousands)
Amortized Cost
 
Fair Value
 
Amortized Cost
 
Fair Value
Investment Securities Available-for-Sale
 

 
 

 
 

 
 

Due in one year or less
$
63,391

 
$
63,440

 
$
66,124

 
$
66,112

Due in 1-5 years
182,753

 
184,351

 
191,364

 
192,065

Due in 5-10 years
558,013

 
588,103

 
547,813

 
555,523

Due after 10 years
6,147,126

 
6,383,479

 
5,833,976

 
5,906,301

Total investment securities available-for-sale
$
6,951,283

 
$
7,219,373

 
$
6,639,277

 
$
6,720,001

Investment Securities Held-to-Maturity
 

 
 

 
 

 
 

Due in 1-5 years
$
3,550

 
$
3,550

 
$
3,550

 
$
3,550

Due in 5-10 years
52

 
58

 
58

 
64

Due after 10 years
126,499

 
137,499

 
135,837

 
141,230

Total investment securities held-to-maturity
$
130,101

 
$
141,107

 
$
139,445

 
$
144,844



At June 30, 2020 and December 31, 2019, investment securities with a carrying value of $1.3 billion and $627.0 million, respectively, were pledged as collateral to secure certain deposits and borrowings.

Note 7Loans and Leases

Loans and leases were as follows:
(In thousands)
At June 30, 2020
 
At December 31, 2019
Commercial loan and lease portfolio:
 

 
 

Commercial and industrial
$
12,200,721

 
$
11,439,602

Commercial real estate
9,628,344

 
9,136,870

Lease financing
2,707,402

 
2,699,869

Total commercial loan and lease portfolio
24,536,467

 
23,276,341

Consumer loan portfolio:
 
 
 
Residential mortgage
6,123,118

 
6,179,805

Consumer installment
1,430,655

 
1,542,411

Home equity
3,445,584

 
3,498,907

Total consumer loan portfolio
10,999,357

 
11,221,123

Total loans and leases(1)
$
35,535,824

 
$
34,497,464

(1)
Loans and leases are reported at historical cost including net direct fees and costs associated with originating and acquiring loans and leases, lease residuals, unearned income and unamortized purchase premiums and discounts. The aggregate amount of these loan and lease adjustments was $(207.9) million and $(201.5) million at June 30, 2020 and December 31, 2019, respectively.

Accrued interest receivable for loans and leases was $102.3 million and $106.5 million at June 30, 2020 and December 31, 2019, respectively, and is included in other assets on the Consolidated Statements of Financial Condition.



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Acquired Loans and Leases The Corporation acquires loans and leases through business combinations and purchases of loan and lease portfolios. These loans and leases are recorded at fair value at acquisition and the fair value discount or premium is recognized as an adjustment to yield over the remaining life of each loan or lease. The Corporation purchased jumbo residential mortgage loans at their fair value of $423.0 million during the three months ended March 31, 2020, none of which qualified as PCD loans.

See "Note 3. Summary of Significant Accounting Policies" for further acquired loans and leases policy information.

Lease Income The components of total lease income were as follows:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
(In thousands)
2020
 
2019
 
2020
 
2019
Interest income - loans and leases:
 
 
 
 
 
 
 
Interest income on net investment in direct financing and sales-type leases
$
33,803

 
$
32,899

 
$
67,959

 
$
65,283

Leasing revenue (noninterest income):
 
 
 
 
 
 
 
Lease income from operating lease payments
23,799

 
25,497

 
47,701

 
50,896

Profit recorded on commencement date on sales-type leases
5,607

 
7,249

 
9,187

 
14,306

Gains on sales of leased equipment
7,766

 
6,531

 
13,849

 
12,240

Leasing revenue
37,172

 
39,277

 
70,737

 
77,442

Total lease income
$
70,975

 
$
72,176

 
$
138,696

 
$
142,725



Loan and Lease Sales The following table summarizes the net gains on sales of loans and leases. The Corporation retains servicing on a majority of loans sold. See "Note 10. Loan Servicing Rights" for further information.
 
Three Months Ended June 30,
 
Six Months Ended June 30,
(In thousands)
2020
 
2019
 
2020
 
2019
Sale proceeds, net
$
579,204

 
$
318,790

 
$
1,134,386

 
$
593,776

Recorded investment in loans and leases sold, including accrued interest
555,358

 
308,155

 
1,092,538

 
575,264

Other
5,188

 
506

 
7,776

 
846

Net gains on sales of loans and leases
$
29,034

 
$
11,141

 
$
49,624

 
$
19,358



The interest-only strips on the balance sheet related to loan sales were as follows:
(In thousands)
At June 30, 2020
 
At December 31, 2019
Interest-only strips
$
11,811

 
$
12,813



The Corporation recorded no impairment charges during the three months ended June 30, 2020 and $224 thousand of impairment charges on interest-only strips during the six months ended June 30, 2020, respectively, and $21 thousand of impairment charges for both the three and six months ended June 30, 2019.

The Corporation's agreements to sell consumer loans typically contain certain representations, warranties and covenants regarding the loans sold or securitized. These representations, warranties and covenants generally relate to, among other things, the ownership of the loan, the validity, priority and perfection of the lien securing the loan, accuracy of information supplied to the buyer or investor, the loan's compliance with the criteria set forth in the agreement, the manner in which the loans will be serviced, payment delinquency and compliance with applicable laws and regulations. These agreements generally require the repurchase of loans or indemnification of the purchaser in the event these representations are breached, warranties or covenants and such breaches are not cured. In addition, some agreements contain a requirement to repurchase loans as a result of early payoffs by the borrower, early payment default of the borrower or the failure to obtain valid title. Losses related to repurchases pursuant to such representations, warranties and covenants were immaterial for the three and six months ended June 30, 2020 and 2019.



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Note 8 Allowance for Credit Losses and Credit Quality
 
Effective January 1, 2020, the Corporation adopted ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments and related ASUs on a modified retrospective basis. Financial information at June 30, 2020 reflects this adoption, and historical financial information disclosed is in accordance with ASC Topic 310.

Allowance for Credit Losses The rollforwards of the allowance for credit losses were as follows:
(In thousands)
Consumer Loan Portfolio
 
Commercial Loan and Lease Portfolio
 
Total Allowance for Loan and Lease Losses
 
Reserve for Unfunded Lending Commitments(1)
 
Total Allowance for Credit Losses
At or For the Three Months Ended June 30, 2020
 
 
 
 
 
 
 
 
 
Balance, beginning of period
$
175,057

 
$
231,326

 
$
406,383

 
$
22,188

 
$
428,571

Charge-offs
(4,997
)
 
(4,961
)
 
(9,958
)
 

 
(9,958
)
Recoveries
3,629

 
2,934

 
6,563

 

 
6,563

Net (charge-offs) recoveries
(1,368
)
 
(2,027
)
 
(3,395
)
 

 
(3,395
)
Provision for credit losses(2)
(16,004
)
 
74,130

 
58,126

 
20,600

 
78,726

Balance, end of period
$
157,685

 
$
303,429


$
461,114

 
$
42,788

 
$
503,902

At or For the Three Months Ended June 30, 2019
 
 
 
 
 
 
 
 
 
Balance, beginning of period
$
74,297

 
$
73,675

 
$
147,972

 
$
1,941

 
$
149,913

Charge-offs
(12,958
)
 
(8,108
)
 
(21,066
)
 

 
(21,066
)
Recoveries
5,653

 
1,331

 
6,984

 

 
6,984

Net (charge-offs) recoveries
(7,305
)
 
(6,777
)
 
(14,082
)
 

 
(14,082
)
Provision for credit losses(2)
4,693

 
8,876

 
13,569

 
(5
)
 
13,564

Other(3)
(974
)
 
18

 
(956
)
 

 
(956
)
Balance, end of period
$
70,711

 
$
75,792

 
$
146,503

 
$
1,936

 
$
148,439

At or For the Six Months Ended June 30, 2020
 
 
 
 
 
 
 
 
 
Balance, beginning of period
$
28,572

 
$
84,480

 
$
113,052

 
$
3,528

 
$
116,580

Impact of CECL adoption
107,337

 
98,655

 
205,992

 
14,707

 
220,699

Adjusted balance, beginning of period
135,909

 
183,135

 
319,044

 
18,235

 
337,279

Charge-offs
(10,845
)
 
(13,842
)
 
(24,687
)
 

 
(24,687
)
Recoveries
8,337

 
7,478

 
15,815

 

 
15,815

Net (charge-offs) recoveries
(2,508
)
 
(6,364
)
 
(8,872
)
 

 
(8,872
)
Provision for credit losses(2)
24,284

 
126,832

 
151,116

 
24,553

 
175,669

Other(3)

 
(174
)
 
(174
)
 

 
(174
)
Balance, end of period
$
157,685

 
$
303,429

 
$
461,114

 
$
42,788

 
$
503,902

At or For the Six Months Ended June 30, 2019
 
 
 
 
 
 
 
 


Balance, beginning of period
$
80,017

 
$
77,429

 
$
157,446

 
$
1,428

 
$
158,874

Charge-offs
(29,824
)
 
(15,673
)
 
(45,497
)
 

 
(45,497
)
Recoveries
10,510

 
2,251

 
12,761

 

 
12,761

Net (charge-offs) recoveries
(19,314
)
 
(13,422
)
 
(32,736
)
 

 
(32,736
)
Provision for credit losses(2)
11,951

 
11,740

 
23,691

 
508

 
24,199

Other(3)
(1,943
)
 
45

 
(1,898
)
 

 
(1,898
)
Balance, end of period
$
70,711

 
$
75,792

 
$
146,503

 
$
1,936

 
$
148,439

(1)
RULC is recognized within other liabilities.
(2)
As a result of the adoption of CECL, effective January 1, 2020, the provision for credit losses includes the provision for unfunded lending commitments that was previously included within other noninterest expense.
(3)
Primarily includes the transfer of the allowance for credit losses to loans and leases held-for-sale.



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The following tables provide additional disclosures previously required by ASC Topic 310 related to the Corporation's December 31, 2019 balances.

The allowance for loan and lease losses and loans and leases outstanding by type of allowance methodology was as follows:
 
At December 31, 2019
(In thousands)
Consumer Loan Portfolio
 
Commercial Loan and Lease Portfolio
 
Total Loans and Leases
Allowance for loan and lease losses
 
 
 
 
 
Collectively evaluated for impairment
$
26,430

 
$
75,756

 
$
102,186

Individually evaluated for impairment
1,468

 
5,769

 
7,237

Loans acquired with deteriorated credit quality
674

 
2,955

 
3,629

Total
$
28,572

 
$
84,480

 
$
113,052

Loans and leases outstanding
 
 
 
 
 
Collectively evaluated for impairment
$
11,087,534

 
$
22,986,607

 
$
34,074,141

Individually evaluated for impairment
60,694

 
115,843

 
176,537

Loans acquired with deteriorated credit quality
72,895

 
173,891

 
246,786

Total
$
11,221,123

 
$
23,276,341

 
$
34,497,464



Information on impaired loans and leases at December 31, 2019 was as follows:
 
At December 31, 2019
(In thousands)
Unpaid
Contractual
Balance
 
Loan and Lease Balance
 
Related
Allowance
Recorded
Impaired loans and leases with an allowance recorded:
 

 
 

 
 

Commercial loan and lease portfolio:
 
 
 
 
 
Commercial and industrial
$
20,069

 
$
20,090

 
$
2,844

Commercial real estate
4,225

 
3,962

 
333

Lease financing
10,956

 
10,956

 
2,592

Total commercial loan and lease portfolio
35,250

 
35,008

 
5,769

Consumer loan portfolio:
 

 
 

 
 

Residential mortgage
24,297

 
22,250

 
1,030

Home equity
9,418

 
8,791

 
438

Total consumer loan portfolio
33,715

 
31,041

 
1,468

Total impaired loans and leases with an allowance recorded
68,965

 
66,049

 
7,237

Impaired loans and leases without an allowance recorded:
 

 
 

 
 

Commercial loan and lease portfolio:
 
 
 
 
 
Commercial and industrial
55,889

 
39,098

 

Commercial real estate
69,143

 
41,737

 

Total commercial loan and lease portfolio
125,032

 
80,835

 

Consumer loan portfolio:
 

 
 

 
 

Residential mortgage
31,142

 
22,594

 

Consumer installment
2,095

 
880

 

Home equity
24,709

 
6,179

 

Total consumer loan portfolio
57,946

 
29,653

 

Total impaired loans and leases without an allowance recorded
182,978

 
110,488

 

Total impaired loans and leases
$
251,943

 
$
176,537

 
$
7,237





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Accruing and Nonaccrual Loans and Leases The Corporation's key credit quality indicator is the receivable's payment performance status, defined as accruing or not accruing. Nonaccrual loans and leases are those which management believes have a higher risk of loss. Delinquent balances are determined based on the contractual terms of the loan or lease. Loans and leases that are over 90 days delinquent are a leading indicator for future charge-off trends and are generally placed on nonaccrual status. The Corporation's accruing and nonaccrual loans and leases were as follows:
(In thousands)
Current
 
30-89 Days Delinquent and Accruing
 
90 Days or More Delinquent and Accruing
 
Total
 Accruing
 
Nonaccrual(1)
 
Total
At June 30, 2020
 
 
 
 
 
 
 
 
 
 
 
Commercial loan and lease portfolio:
 

 
 

 
 

 
 
 
 

 
 
Commercial and industrial
$
12,043,000

 
$
57,542

 
$
1,995

 
$
12,102,537

 
$
98,184

 
$
12,200,721

Commercial real estate
9,517,890

 
52,560

 
373

 
9,570,823

 
57,521

 
9,628,344

Lease financing
2,641,554

 
42,193

 
4,899

 
2,688,646

 
18,756

 
2,707,402

Total commercial loan and lease portfolio
24,202,444

 
152,295

 
7,267

 
24,362,006

 
174,461

 
24,536,467

Consumer loan portfolio:
 

 
 

 
 

 
 

 
 

 
 

Residential mortgage
6,037,390

 
17,217

 
749

 
6,055,356

 
67,762

 
6,123,118

Consumer installment
1,426,008

 
2,979

 

 
1,428,987

 
1,668

 
1,430,655

Home equity
3,385,539

 
12,485

 

 
3,398,024

 
47,560

 
3,445,584

Total consumer loan portfolio
10,848,937

 
32,681

 
749

 
10,882,367

 
116,990

 
10,999,357

Total
$
35,051,381

 
$
184,976

 
$
8,016

 
$
35,244,373

 
$
291,451

 
$
35,535,824

At December 31, 2019
 
 
 
 
 
 
 
 
 
 
 
Commercial loan and lease portfolio:
 

 
 

 
 

 
 
 
 

 
 
Commercial and industrial
$
11,283,832

 
$
29,780

 
$
331

 
$
11,313,943

 
$
53,812

 
$
11,367,755

Commercial real estate
8,993,360

 
10,291

 
1,440

 
9,005,091

 
29,735

 
9,034,826

Lease financing
2,662,354

 
24,657

 
1,901

 
2,688,912

 
10,957

 
2,699,869

Total commercial loan and lease portfolio
22,939,546

 
64,728

 
3,672

 
23,007,946

 
94,504

 
23,102,450

Consumer loan portfolio:
 

 
 

 
 

 
 

 
 

 
 

Residential mortgage
6,056,817

 
17,245

 
559

 
6,074,621

 
38,577

 
6,113,198

Consumer installment
1,536,714

 
4,292

 
108

 
1,541,114

 
714

 
1,541,828

Home equity
3,434,771

 
22,568

 

 
3,457,339

 
35,863

 
3,493,202

Total consumer loan portfolio
11,028,302

 
44,105

 
667

 
11,073,074

 
75,154

 
11,148,228

Purchased credit impaired loans(1)
217,206

 
3,843

 
25,737

 
246,786

 

 
246,786

Total
$
34,185,054

 
$
112,676

 
$
30,076

 
$
34,327,806

 
$
169,658

 
$
34,497,464

(1)
Prior to the adoption of CECL as of January 1, 2020, purchased credit impaired loans were not classified as nonaccrual loans because they were recorded at their net realizable value based on the principal and interest expected to be collected on the loans. At January 1, 2020, $73.4 million of previous purchased credit impaired loans were reclassified to nonaccrual loans as a result of the adoption of CECL.



24

Table of Contents



Loans and leases that are 90 days or more delinquent and accruing by year of origination were as follows:
 
 
 
Amortized Cost Basis
(In thousands)
Term Loans and Leases by Origination Year
 
Revolving Loans and Leases
 
Revolving Loans and Leases Converted to Term Loans and Leases
 
 
At June 30, 2020
2020
 
2019
 
2018
 
2017
 
2016
 
2015 and Prior
 
 
 
Total
Commercial loan and lease portfolio:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
$

 
$
1,322

 
$
3

 
$
97

 
$
15

 
$
284

 
$
274

 
$

 
$
1,995

Commercial real estate

 

 

 

 

 
373

 

 

 
373

Lease financing
835

 
1,631

 
1,199

 
802

 
218

 
214

 

 

 
4,899

Total commercial loan and lease portfolio
835

 
2,953

 
1,202

 
899

 
233

 
871

 
274

 

 
7,267

Consumer loan portfolio:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Residential mortgage

 

 

 

 

 
749

 

 

 
749

Total consumer loan portfolio

 

 

 

 

 
749

 

 

 
749

Total 90 days or more delinquent and accruing
$
835

 
$
2,953

 
$
1,202

 
$
899

 
$
233

 
$
1,620

 
$
274

 
$

 
$
8,016


Nonaccrual loans and leases by year of origination were as follows:
 
 
 
Amortized Cost Basis
(In thousands)
Term Loans and Leases by Origination Year
 
Revolving Loans and Leases
 
Revolving Loans and Leases Converted to Term Loans and Leases
 
 
At June 30, 2020
2020
 
2019
 
2018
 
2017
 
2016
 
2015 and Prior
 
 
 
Total
Commercial loan and lease portfolio:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
1,190

 
$
19,942

 
$
13,183

 
$
12,758

 
$
8,493

 
$
16,854

 
$
25,764

 
$

 
$
98,184

Commercial real estate

 
219

 
5,057

 
7,427

 
9,158

 
35,660

 

 

 
57,521

Lease financing
309

 
3,941

 
4,239

 
4,489

 
2,461

 
2,350

 

 
967

 
18,756

Total commercial loan and lease portfolio
1,499

 
24,102

 
22,479

 
24,674

 
20,112

 
54,864

 
25,764

 
967

 
174,461

Consumer loan portfolio:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Residential mortgage
269

 
1,788

 
3,271

 
3,865

 
1,966

 
55,518

 

 
1,085

 
67,762

Consumer installment
18

 
196

 
243

 
329

 
217

 
566

 
99

 

 
1,668

Home equity
729

 
1,757

 
629

 
354

 
207

 
3,729

 
38,159

 
1,996

 
47,560

Total consumer loan portfolio
1,016

 
3,741

 
4,143

 
4,548

 
2,390

 
59,813

 
38,258

 
3,081

 
116,990

Total nonaccrual loans and leases
$
2,515

 
$
27,843

 
$
26,622

 
$
29,222

 
$
22,502

 
$
114,677

 
$
64,022

 
$
4,048

 
$
291,451





25

Table of Contents



The average balance of nonaccrual loans and leases and interest income recognized on nonaccrual loans and leases were as follows:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2020
 
2019
 
2020
 
2019
(In thousands)
Average Loan and Lease Balance(1)
 
Interest Income Recognized(1)
 
Average Loan and Lease Balance
 
Interest Income Recognized
 
Average Loan and Lease Balance
 
Interest Income Recognized
 
Average Loan and Lease Balance
 
Interest Income Recognized
Commercial loan and lease portfolio:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Commercial and industrial
$
91,171

 
$
1,959

 
$
17,816

 
$
51

 
$
75,998

 
$
3,668

 
$
22,272

 
$
122

Commercial real estate
52,277

 
1,746

 
576

 
63

 
43,628

 
3,530

 
2,531

 
63

Lease financing
15,963

 
20

 
11,932

 
27

 
14,856

 
71

 
10,440

 
61

Total commercial loan and lease portfolio
159,411

 
3,725

 
30,324

 
141

 
134,482

 
7,269

 
35,243

 
246

Consumer loan portfolio:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Residential mortgage
64,870

 
726

 
34,993

 
59

 
53,170

 
1,364

 
33,935

 
137

Consumer installment
1,328

 
41

 
8,833

 

 
1,191

 
66

 
8,607

 

Home equity
45,354

 
127

 
31,489

 
55

 
41,711

 
283

 
29,171

 
95

Total consumer loan portfolio
111,552

 
894

 
75,315

 
114

 
96,072

 
1,713

 
71,713

 
232

Total nonaccrual loans and leases
$
270,963

 
$
4,619

 
$
105,639

 
$
255

 
$
230,554

 
$
8,982

 
$
106,956

 
$
478


(1)
At January 1, 2020, $73.4 million of previously purchased credit impaired loans were reclassified to nonaccrual loans as a result of the adoption of CECL. Beginning January 1, 2020, interest income, including the related purchase accounting accretion and amortization is included related to these loans.

In addition to the receivable's payment performance status, credit quality is also analyzed using credit risk classifications, which vary based on the size and type of credit risk exposure and additionally measure liquidity, debt capacity, coverage and payment behavior as shown in the borrower's financial statements. The credit risk classifications also measure the quality of the borrower's management and the repayment support offered by any guarantors. Loan and lease credit risk classifications are derived from standard regulatory rating definitions, which include: pass, special mention, substandard, doubtful and loss. Substandard and doubtful loans and leases have well-defined weaknesses, but may never result in a loss.


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The amortized cost basis of loans and leases by credit risk classifications and year of origination was as follows:
 
Amortized Cost Basis
(In thousands)
Term Loans and Leases by Origination Year
 
Revolving Loans and Leases(1)
 
Revolving Loans and Leases Converted to Term Loans and Leases(2)
 
 
At June 30, 2020
2020
 
2019
 
2018
 
2017
 
2016
 
2015 and Prior
 
 
 
Total
Commercial loan and lease portfolio:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Pass
$
2,870,840

 
$
2,324,427

 
$
1,178,500

 
$
701,249

 
$
401,396

 
$
358,937

 
$
3,786,856

 
$
41,929

 
$
11,664,134

Special mention
21,404

 
30,925

 
68,788

 
20,061

 
6,686

 
8,298

 
129,718

 

 
285,880

Substandard
2,980

 
30,502

 
33,139

 
29,763

 
23,800

 
23,587

 
106,927

 
9

 
250,707

Total commercial and industrial
2,895,224

 
2,385,854

 
1,280,427

 
751,073

 
431,882

 
390,822

 
4,023,501

 
41,938

 
12,200,721

Commercial real estate
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Pass
947,705

 
2,333,832

 
2,105,250

 
1,557,798

 
791,144

 
1,274,833

 
109,791

 

 
9,120,353

Special mention
1,994

 
40,041

 
42,127

 
98,648

 
42,644

 
77,196

 
261

 

 
302,911

Substandard

 
34,172

 
9,398

 
74,172

 
16,386

 
70,952

 

 

 
205,080

Total commercial real estate
949,699

 
2,408,045

 
2,156,775

 
1,730,618

 
850,174

 
1,422,981

 
110,052

 

 
9,628,344

Lease financing
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Pass
492,516

 
869,060

 
504,714

 
314,348

 
177,670

 
67,231

 
34,276

 
176,789

 
2,636,604

Special mention
1,390

 
10,818

 
4,742

 
5,201

 
3,270

 
2,120

 
3,837

 
6,173

 
37,551

Substandard
3,761

 
6,218

 
5,696

 
6,519

 
3,463

 
3,478

 
900

 
3,212

 
33,247

Total lease financing
497,667

 
886,096

 
515,152

 
326,068

 
184,403

 
72,829

 
39,013

 
186,174

 
2,707,402

Total commercial
4,342,590

 
5,679,995

 
3,952,354

 
2,807,759

 
1,466,459

 
1,886,632

 
4,172,566

 
228,112

 
24,536,467

Consumer loan portfolio:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Residential mortgage
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Pass
814,910

 
1,360,556

 
870,577

 
582,465

 
562,440

 
1,842,690

 

 
15,799

 
6,049,437

Special mention

 
391

 

 

 

 
1,531

 

 

 
1,922

Substandard
269

 
1,922

 
3,271

 
3,998

 
2,406

 
58,808

 

 
1,085

 
71,759

Total residential mortgage
815,179

 
1,362,869

 
873,848

 
586,463

 
564,846

 
1,903,029

 

 
16,884

 
6,123,118

Consumer installment
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Pass
149,212

 
447,414

 
236,490

 
239,163

 
164,156

 
159,931

 
32,334

 
73

 
1,428,773

Substandard
54

 
365

 
243

 
329

 
217

 
567

 
107

 

 
1,882

Total consumer installment
149,266

 
447,779

 
236,733

 
239,492

 
164,373

 
160,498

 
32,441

 
73

 
1,430,655

Home equity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Pass
20,297

 
63,096

 
61,983

 
50,597

 
36,899

 
143,980

 
2,981,806

 
37,149

 
3,395,807

Special mention

 
266

 

 
37

 

 
372

 
30

 

 
705

Substandard
953

 
1,973

 
701

 
354

 
207

 
3,761

 
39,117

 
2,006

 
49,072

Total home equity
21,250

 
65,335

 
62,684

 
50,988

 
37,106

 
148,113

 
3,020,953

 
39,155

 
3,445,584

Total consumer
985,695

 
1,875,983

 
1,173,265

 
876,943

 
766,325

 
2,211,640

 
3,053,394

 
56,112

 
10,999,357

Total loans and leases
$
5,328,285

 
$
7,555,978

 
$
5,125,619

 
$
3,684,702

 
$
2,232,784

 
$
4,098,272

 
$
7,225,960

 
$
284,224

 
$
35,535,824

(1)
This balance includes $39.0 million of leased equipment that has been provided to lessees under certain master lease agreements. Under these agreements, the total amount of equipment included in each lease is provided over time, and additional amounts are required to be provided to the respective lessees in future accounting periods.
(2)
This balance includes $228.1 million of leased equipment that has been provided to lessees under certain master lease agreements. Under these agreements, the total amount of equipment included in each lease was provided over time, and all equipment required by the lease has been provided to the respective lessees in current or previous accounting periods.



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The recorded investment of loans and leases by credit risk categories as of December 31, 2019 was as follows:
(In thousands)
Pass
 
Special Mention
 
Substandard
 
Total
At December 31, 2019
 
 
 
 
 
 
 
Commercial loan and lease portfolio:
 

 
 

 
 
 
 
Commercial and industrial
$
10,930,939

 
$
315,097

 
$
193,566

 
$
11,439,602

Commercial real estate
8,891,361

 
170,114

 
75,395

 
9,136,870

Lease financing
2,646,874

 
28,091

 
24,904

 
2,699,869

Total commercial loan and lease portfolio
22,469,174

 
513,302

 
293,865

 
23,276,341

Consumer loan portfolio:
 
 
 
 
 
 
 
Residential mortgage
6,135,096

 
565

 
44,144

 
6,179,805

Consumer installment
1,541,524

 

 
887

 
1,542,411

Home equity
3,457,292

 
456

 
41,159

 
3,498,907

Total consumer loan portfolio
11,133,912

 
1,021

 
86,190

 
11,221,123

Total loans and leases
$
33,603,086

 
$
514,323

 
$
380,055

 
$
34,497,464



Troubled Debt Restructurings In certain circumstances, the Corporation may consider modifying the terms of a loan for economic or legal reasons related to the customer's financial difficulties. If the Corporation grants a concession, the modified loan would generally be classified as a TDR. However, Section 4013 of the CARES Act and the Interagency Statement on Loan Modifications provide banks the option to temporarily suspend the application of TDR accounting guidance for loans modified due to the effects of COVID-19 when certain conditions are met. See "Note 1. Basis of Presentation" of the Notes to Consolidated Financial Statements for information regarding recent updated guidance on TDR accounting provided by the CARES Act and Interagency guidance. TDRs typically involve a deferral of the principal balance of the loan, a reduction of the stated interest rate of the loan or, in certain limited circumstances, a reduction of the principal balance of the loan or the loan's accrued interest.

The following table presents the recorded investment of loan modifications first classified as TDRs during the periods presented:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2020
 
2019
 
2020
 
2019
(In thousands)
Pre-modification Investment
 
Post-modification Investment
 
Pre-modification Investment
 
Post-modification Investment
 
Pre-modification Investment
 
Post-modification Investment
 
Pre-modification Investment
 
Post-modification Investment
Commercial loan and lease portfolio:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
4,875

 
$
4,875

 
$
31,311

 
$
31,311

 
$
7,346

 
$
7,346

 
$
32,505

 
$
32,505

Commercial real estate
2,629

 
2,629

 

 

 
2,735

 
2,735

 

 

Total commercial loan and lease portfolio
7,504

 
7,504

 
31,311

 
31,311

 
10,081

 
10,081

 
32,505

 
32,505

Consumer loan portfolio:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Residential mortgage
2,373

 
2,373

 
1,107

 
1,107

 
5,581

 
5,580

 
2,360

 
2,353

Consumer installment
134

 
67

 
257

 
257

 
511

 
420

 
630

 
630

Home equity
1,099

 
1,041

 
877

 
877

 
2,066

 
2,008

 
2,515

 
2,503

Total consumer loan portfolio
3,606

 
3,481

 
2,241

 
2,241

 
8,158

 
8,008

 
5,505

 
5,486

Total
$
11,110

 
$
10,985

 
$
33,552

 
$
33,552

 
$
18,239

 
$
18,089

 
$
38,010

 
$
37,991


The following table presents TDR loans:
 
At June 30, 2020
 
At December 31, 2019
(In thousands)
Accruing
TDR Loans
 
Nonaccrual TDR Loans
 
Total
TDR Loans
 
Accruing
TDR Loans
 
Nonaccrual TDR Loans
 
Total
TDR Loans
Commercial loan and lease portfolio
$
13,707

 
$
10,630

 
$
24,337

 
$
12,986

 
$
5,356

 
$
18,342

Consumer loan portfolio
14,507

 
18,476

 
32,983

 
12,403

 
14,875

 
27,278

Total
$
28,214

 
$
29,106

 
$
57,320

 
$
25,389

 
$
20,231

 
$
45,620




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Commitments to lend additional funds to borrowers whose terms have been modified in TDRs were $2.9 million and $638 thousand at June 30, 2020 and December 31, 2019, respectively.

Loan modifications to troubled borrowers are no longer disclosed as TDR loans in the calendar years after modification if the loans were modified to an interest rate equal to or greater than the yields of new loan originations with comparable risk at the time of restructuring and if the loan is performing based on the restructured terms; however, these loans are still considered impaired and follow the Corporation's impaired loan reserve policies.

The following table summarizes the TDR loans that defaulted during the periods presented that were modified during the respective reporting period or within one year of the beginning of the respective reporting period. The Corporation considers a loan to have defaulted when under the modified terms it becomes 90 or more days delinquent, has been transferred to nonaccrual status, has been charged down or has been transferred to other real estate owned or repossessed and returned assets.
 
Three Months Ended June 30,
 
Six Months Ended June 30,
(In thousands)
2020
 
2019
 
2020
 
2019
Defaulted TDR loan balances modified during the applicable period
 
 
 
 
 
 
 
Commercial loan and lease portfolio:
 
 
 
 
 
 
 
Commercial and industrial
$
223

 
$
297

 
$
223

 
$
297

Consumer loan portfolio:
 

 
 

 
 

 
 

Residential mortgage
509

 
432

 
1,139

 
622

Consumer installment
15

 
447

 
15

 
1,017

Home equity
197

 
282

 
256

 
376

Total consumer loan portfolio
721

 
1,161

 
1,410

 
2,015

Defaulted TDR loan balances
$
944

 
$
1,458

 
$
1,633

 
$
2,312



Other Real Estate Owned and Repossessed and Returned Assets Other real estate owned and repossessed and returned assets were as follows:
(In thousands)
At June 30, 2020
 
At December 31, 2019
Other real estate owned
$
42,744

 
$
34,256

Repossessed and returned assets
10,060

 
8,045

Consumer loans in process of foreclosure
17,709

 
17,758



Other real estate owned and repossessed and returned assets were written down $348 thousand and $1.2 million, and $1.3 million and $3.1 million during the three and six months ended June 30, 2020 and June 30, 2019, respectively, and were included in other assets on the Consolidated Statements of Financial Condition.

Note 9. Goodwill

Goodwill was as follows:
(In thousands)
At June 30, 2020
 
At December 31, 2019
Goodwill related to consumer banking segment
$
771,555

 
$
764,389

Goodwill related to commercial banking segment
541,491

 
535,489

Goodwill, net
$
1,313,046

 
$
1,299,878


 
The Corporation recorded goodwill in the amount of $1.2 billion related to the merger with Legacy TCF completed on August 1, 2019. Goodwill was allocated to the appropriate reporting unit based on the relative fair value of assets acquired and deposits held by the reporting unit. This methodology allocates goodwill in proportion to the assets held by each reporting unit as well as incorporating the value of the funding source provided by the in place deposits. The reporting units aggregate between the Consumer Banking and Commercial Banking segments. See "Note 2. Merger" for further information. There was no impairment of goodwill for the three and six months ended June 30, 2020 and 2019.



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Note 10. Loan Servicing Rights

Information regarding LSRs was as follows:
(In thousands)
At or For the Three Months Ended June 30, 2020
 
At or For the Six Months Ended June 30, 2020
Balance, beginning of period
$
47,283

 
$
56,313

New servicing assets created
3,508

 
5,958

Impairment (charge) recovery
(8,859
)
 
(17,094
)
Amortization
(3,116
)
 
(6,361
)
Balance, end of period
$
38,816

 
$
38,816

Valuation allowance, end of period
$
(20,977
)
 
$
(20,977
)
Loans serviced for others that have servicing rights capitalized, end of period
$
6,198,187

 
$
6,198,187



Total loan servicing, late fee and other ancillary fee income, included in servicing fee income, related to loans serviced for others that have servicing rights capitalized was $4.1 million for the three months ended June 30, 2020 and $8.3 million for the six months ended June 30, 2020.

Note 11. Investments in Qualified Affordable Housing Projects and Federal Historic Projects

The Corporation invests in qualified affordable housing projects and federal historic projects for the purposes of community reinvestment and to obtain tax credits. Return on the Corporation's investment in these projects comes in the form of pass-through tax credits and tax losses. The carrying value of the investments is included in other assets. The Corporation primarily utilizes the proportional amortization method to account for investments in qualified affordable housing projects and the equity method to account for investments in other tax credit projects.

Under the proportional amortization method, the Corporation amortizes the initial cost of the investment in proportion to the tax credits and other tax benefits. The Corporation recognized amortization expense of investments in qualified affordable housing projects of $5.1 million and $10.4 million for the three and six months ended June 30, 2020, respectively, and $2.5 million and $5.0 million for the three and six months ended June 30, 2019, respectively. Amortization expense was more than offset by tax credits and other benefits of $6.3 million and $12.9 million for the three and six months ended June 30, 2020, respectively, and $3.0 million and $6.0 million for the three and six months ended June 30, 2019, respectively. The Corporation's remaining investment in qualified affordable housing projects totaled $225.2 million and $195.8 million at June 30, 2020 and December 31, 2019, respectively.

Under the equity method, the Corporation's share of the earnings or losses is included in other noninterest expense. The Corporation's remaining investment in the federal historic projects and Ohio historic preservation tax credits totaled $54.0 million and $43.6 million at June 30, 2020 and December 31, 2019, respectively. During the three months ended June 30, 2020, $0.3 million of income tax benefit was recognized due to the federal historic tax credits, which was partially offset by amortization expense, inclusive of impairment, of $0.2 million. During the six months ended June 30, 2020, $0.6 million of income tax benefit was recognized due to the federal historic tax credits, which was partially offset by amortization expense, inclusive of impairment, of $0.4 million. During the six months ended June 30, 2020 the amount of state tax credits recognized, inclusive of impairment, was $0.4 million.

The Corporation's unfunded equity contributions relating to investments in qualified affordable housing projects and federal historic projects are included in other liabilities. The Corporation's remaining unfunded equity contributions totaled $138.5 million and $131.3 million at June 30, 2020 and December 31, 2019, respectively.

Management analyzes these investments for potential impairment when events or changes in circumstances indicate that it is more-likely-than-not that the carrying amount of the investment will not be realized. An impairment loss is measured as the amount by which the carrying amount of an investment exceeds its fair value.



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Investments in qualified affordable housing projects and federal historic projects are considered VIEs because TCF, as a limited partner, lacks the power to direct the activities that most significantly impact the entities' economic performance. TCF has concluded it is not the primary beneficiary and therefore, they are not consolidated. The maximum exposure to loss on the VIE investments is limited to the carrying amount of the investments and the potential recapture of any recognized tax credits. TCF believes the likelihood of the tax credits being recaptured is remote, as a loss would only take place if the managing entity failed to meet certain government compliance requirements. Further, certain of TCF's investments in affordable housing limited liability entities include guaranteed minimum returns which are backed by an investment grade credit-rated company, which reduces the risk of loss.

Note 12. Borrowings

TCF Bank is a member of the FHLB, which provides short- and long-term funding collateralized by mortgage related assets to its members.

Collateralized Deposits include TCF Bank's Repurchase Investment Sweep Agreement product collateralized by mortgage-backed securities, and funds deposited by customers that are collateralized by investment securities owned by TCF Bank, as these deposits are not covered by FDIC insurance.

Short-term borrowings (borrowings with an original maturity of less than one year) were as follows:
 
At June 30, 2020
 
At December 31, 2019
(Dollars in thousands)
Amount
 
Weighted-average Rate
 
Amount
 
Weighted-average Rate
FHLB advances
$
2,550,000

 
0.49
%
 
$
2,450,000

 
1.85
%
Collateralized Deposits
222,998

 
0.25

 
219,145

 
0.64

 Total short-term borrowings
$
2,772,998

 
0.47

 
$
2,669,145

 
1.75



On June 29, 2020, TCF Financial voluntarily prepaid the outstanding $80.0 million on its $150.0 million unsecured 364-day revolving credit facility with an unaffiliated bank. As of June 30, 2020, the credit facility was closed.

Long-term borrowings were as follows:
(In thousands)
At June 30, 2020
 
At December 31, 2019
FHLB advances
$
270,927

 
$
1,822,058

Subordinated debt obligations
587,058

 
428,470

Discounted lease rentals
75,910

 
100,882

Finance lease obligation
3,013

 
3,038

Total long-term borrowings
$
936,908

 
$
2,354,448



On May 6, 2020, TCF Bank issued $150.0 million of fixed-to-floating rate subordinated notes (the “2030 Notes”) at par. The fixed-to-floating rate subordinated notes, due May 6, 2030, bear an initial fixed interest rate of 5.50% per annum, payable semi-annually in arrears on May 6 and November 6, commencing on November 6, 2020. The 2030 Notes are redeemable at TCF Bank's option beginning on May 6, 2025. Commencing May 6, 2025, the interest rate will reset quarterly to an annual interest rate equal to the then-current three-month LIBOR rate plus 509 basis points, payable quarterly in arrears on February 6, May 6, August 6 and November 6. TCF Bank incurred issuance costs of $1.6 million that are amortized as interest expense over the full term of the 2030 Notes using the effective interest method.

At June 30, 2020, TCF Bank had pledged loans secured by consumer and commercial real estate with an aggregate carrying value of $11.9 billion to provide borrowing capacity from the FHLB. At June 30, 2020, none of the FHLB advances outstanding were prepayable at the Corporation's option.

At June 30, 2020, TCF Bank had pledged loans and securities with an aggregate carrying value of $3.8 billion to provide borrowing capacity from the Federal Reserve Bank discount window. No borrowings were sourced from this facility at June 30, 2020.



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The contractual maturities of long-term borrowings at June 30, 2020 were as follows:
(In thousands)
 
Remainder of 2020
$
61,387

2021
14,511

2022
138,399

2023
22,116

2024
8,962

Thereafter
691,533

Total long-term borrowings
$
936,908



Note 13Accumulated Other Comprehensive Income (Loss)
 
The components of other comprehensive income (loss), reclassifications from accumulated other comprehensive income (loss) to various financial statement line items and the related tax effects were as follows:
 
Three Months Ended June 30,
 
2020
 
2019
(In thousands)
Before Tax
 
Tax Effect
 
Net of Tax
 
Before Tax
 
Tax Effect
 
Net of Tax
Net unrealized gains (losses) on available-for-sale investment securities and interest-only strips:
 

 
 

 
 

 
 

 
 

 
 

Net unrealized gains (losses) arising during the period
$
38,136

 
$
(8,947
)
 
$
29,189

 
$
41,399

 
$
(10,077
)
 
$
31,322

Reclassification of net (gains) losses from accumulated other comprehensive income (loss) to:
 
 
 
 
 
 
 
 
 
 
 
Total interest income
1,625

 
(381
)
 
1,244

 
281

 
(69
)
 
212

Net gains (losses) on investment securities

 

 

 
(1,066
)
 
259

 
(807
)
Other noninterest expense
(46
)
 
10

 
(36
)
 
(135
)
 
33

 
(102
)
Amounts reclassified from accumulated other comprehensive income (loss)
1,579

 
(371
)
 
1,208

 
(920
)
 
223

 
(697
)
Net unrealized gains (losses) on available-for-sale investment securities and interest-only strips
39,715

 
(9,318
)
 
30,397

 
40,479

 
(9,854
)
 
30,625

Recognized postretirement prior service cost:
 

 
 

 
 

 
 

 
 

 
 

Reclassification of amortization of prior service cost to other noninterest expense
(11
)
 
2

 
(9
)
 
(11
)
 
3

 
(8
)
Foreign currency translation adjustment(1)
6,407

 

 
6,407

 
3,415

 

 
3,415

Net unrealized gains (losses) on net investment hedges
(5,954
)
 
1,397

 
$
(4,557
)
 
(2,881
)
 
702

 
(2,179
)
Total other comprehensive income (loss)
$
40,157

 
$
(7,919
)
 
$
32,238

 
$
41,002

 
$
(9,149
)
 
$
31,853

 
 
 
 
 
 
 
 
 
 
 
 
 
Six Months Ended June 30,
 
2020
 
2019
(In thousands)
Before Tax
 
Tax Effect
 
Net of Tax
 
Before Tax
 
Tax Effect
 
Net of Tax
Net unrealized gains (losses) on available-for-sale investment securities and interest-only strips:
 

 
 

 
 

 
 

 
 

 
 

Net unrealized gains (losses) arising during the period
$
188,880

 
$
(44,554
)
 
$
144,326

 
$
90,027

 
$
(21,913
)
 
$
68,114

Reclassification of net (gains) losses from accumulated other comprehensive income (loss) to:
 
 
 
 
 
 
 
 
 
 
 
Total interest income
2,379

 
(558
)
 
1,821

 
1,651

 
(402
)
 
1,249

Net gains (losses) on investment securities

 

 

 
(1,513
)
 
368

 
(1,145
)
Other noninterest expense
127

 
(30
)
 
97

 
(297
)
 
72

 
(225
)
Amounts reclassified from accumulated other comprehensive income (loss)
2,506

 
(588
)
 
1,918

 
(159
)
 
38

 
(121
)
Net unrealized gains (losses) on available-for-sale investment securities and interest-only strips
191,386

 
(45,142
)
 
146,244

 
89,868

 
(21,875
)
 
67,993

Recognized postretirement prior service cost:
 

 
 

 
 

 
 

 
 

 
 

Reclassification of amortization of prior service cost to other noninterest expense
(23
)
 
5

 
(18
)
 
(23
)
 
7

 
(16
)
Foreign currency translation adjustment(1)
(8,019
)
 

 
(8,019
)
 
6,982

 

 
6,982

Net unrealized gains (losses) on net investment hedges
7,741

 
(1,817
)
 
5,924

 
(5,931
)
 
1,444

 
(4,487
)
Total other comprehensive income (loss)
$
191,085

 
$
(46,954
)
 
$
144,131

 
$
90,896

 
$
(20,424
)
 
$
70,472

(1)
Foreign investments are deemed to be permanent in nature and, therefore, TCF does not provide for taxes on foreign currency translation adjustments.



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The components of accumulated other comprehensive income (loss) were as follows:
(In thousands)
Net Unrealized Gains (Losses) on Available-for-Sale Investment Securities and Interest-only Strips
 
Net Unrealized Gains (Losses) on Net
Investment
Hedges
 
Foreign
Currency
Translation
Adjustment
 
Recognized
Postretirement Prior
Service Cost
 
Total
At or For the Three Months Ended June 30, 2020
 

 
 

 
 

 
 

 
 

Balance, beginning of period
$
171,945

 
$
20,281

 
$
(26,123
)
 
$
67

 
$
166,170

Other comprehensive income (loss)
29,189

 
(4,557
)
 
6,407

 

 
31,039

Amounts reclassified from accumulated other comprehensive income (loss)
1,208

 

 

 
(9
)
 
1,199

Net other comprehensive income (loss)
30,397

 
(4,557
)
 
6,407

 
(9
)
 
32,238

Balance, end of period
$
202,342

 
$
15,724

 
$
(19,716
)
 
$
58

 
$
198,408

At or For the Three Months Ended June 30, 2019
 

 
 

 
 

 
 

 
 

Balance, beginning of period
$
9,346

 
$
12,678

 
$
(16,644
)
 
$
101

 
$
5,481

Other comprehensive income (loss)
31,322

 
(2,179
)
 
3,415

 

 
32,558

Amounts reclassified from accumulated other comprehensive income (loss)
(697
)
 

 

 
(8
)
 
(705
)
Net other comprehensive income (loss)
30,625

 
(2,179
)
 
3,415

 
(8
)
 
31,853

Balance, end of period
$
39,971

 
$
10,499

 
$
(13,229
)
 
$
93

 
$
37,334

At or For the Six Months Ended June 30, 2020
 

 
 

 
 

 
 

 
 

Balance, beginning of period
$
56,098

 
$
9,800

 
$
(11,697
)
 
$
76

 
$
54,277

Other comprehensive income (loss)
144,326

 
5,924

 
(8,019
)
 

 
142,231

Amounts reclassified from accumulated other comprehensive income (loss)
1,918

 

 

 
(18
)
 
1,900

Net other comprehensive income (loss)
146,244

 
5,924

 
(8,019
)
 
(18
)
 
144,131

Balance, end of period
$
202,342

 
$
15,724

 
$
(19,716
)
 
$
58

 
$
198,408

At or For the Six Months Ended June 30, 2019
 

 
 

 
 

 
 

 
 

Balance, beginning of period
$
(28,022
)
 
$
14,986

 
$
(20,211
)
 
$
109

 
$
(33,138
)
Other comprehensive income (loss)
68,114

 
(4,487
)
 
6,982

 

 
70,609

Amounts reclassified from accumulated other comprehensive income (loss)
(121
)
 

 

 
(16
)
 
(137
)
Net other comprehensive income (loss)
67,993

 
(4,487
)
 
6,982

 
(16
)
 
70,472

Balance, end of period
$
39,971

 
$
10,499

 
$
(13,229
)
 
$
93

 
$
37,334



Note 14Regulatory Capital Requirements

TCF and TCF Bank are subject to minimum capital requirements administered by the federal banking regulators. Failure to meet minimum capital requirements can initiate certain mandatory, and possible additional discretionary, actions by the federal banking regulators that could have a material adverse effect on TCF. In general, TCF Bank may not declare or pay a dividend to TCF Financial in excess of 100% of its net retained earnings for the current year combined with its net retained earnings for the preceding two calendar years, which was $58.6 million at June 30, 2020, without prior approval of the Office of the Comptroller of the Currency ("OCC"). The OCC also has the authority to prohibit the payment of dividends by a national bank when it determines such payments would constitute an unsafe and unsound banking practice. TCF Bank's ability to make capital distributions in the future may require regulatory approval and may be restricted by its federal banking regulators. TCF Bank's ability to make any such distributions will also depend on its earnings and ability to meet minimum regulatory capital requirements in effect during future periods. In the future, these capital adequacy standards may be higher than existing minimum regulatory capital requirements.

The Basel III capital standards allowed institutions not subject to the advanced approaches requirements to opt out of including components of accumulated other comprehensive income (loss) in common equity Tier 1 capital. TCF and TCF Bank made the one-time permanent election to not include accumulated other comprehensive income (loss) in regulatory capital.


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Effective January 1, 2020, the Corporation adopted CECL. In response to the COVID-19 pandemic, the regulatory agencies published an interim final rule on March 31, 2020 that provides the option to delay the cumulative effect of the day 1 impact of CECL adoption on regulatory capital, along with 25% of the change in the adjusted allowance for credit losses (as computed for regulatory capital purposes which excludes PCD loans), for two years, followed by a three-year phase-in period. Management elected the 5-year transition period consistent with the March 31, 2020 interim final rule.

Regulatory capital information for TCF and TCF Bank was as follows:
 
TCF
 
TCF Bank
 
At June 30,
 
At December 31,
 
At June 30,
 
At December 31,
Well-capitalized Standard
 
Minimum Capital Requirement(1)
(Dollars in thousands)
2020
 
2019
 
2020
 
2019
 
Regulatory Capital:
 
 
 
 
 
 
 
 
 
 
Common equity Tier 1 capital
$
4,028,681

 
$
4,050,826

 
$
3,997,522

 
$
4,039,191

 
 
 
Tier 1 capital
4,221,283

 
4,236,648

 
4,020,822

 
4,059,417

 
 
 
Total capital
4,907,760

 
4,681,630

 
4,705,265

 
4,524,051

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Regulatory Capital Ratios:
 
 
 
 
 
 
 
 
 
 
Common equity Tier 1 capital ratio
11.06
%
 
10.99
%
 
10.99
%
 
10.97
%
6.50
%
 
4.50
%
Tier 1 risk-based capital ratio
11.59

 
11.49

 
11.05

 
11.03

8.00

 
6.00

Total risk-based capital ratio
13.47

 
12.70

 
12.93

 
12.29

10.00

 
8.00

Tier 1 leverage ratio
8.75

 
9.49

 
8.34

 
9.10

5.00

 
4.00

(1)
Excludes capital conservation buffer of 2.5% at both June 30, 2020 and December 31, 2019.

Note 15Derivative Instruments

Derivative instruments, recognized at fair value within other assets or other liabilities on the Consolidated Statements of Financial Condition, were as follows:
 
At June 30, 2020
 
 
 
Fair Value
(In thousands)
Notional Amount(1)
 
Derivative Assets
 
Derivative Liabilities
Derivatives designated as hedging instruments
 
 
 
 
 
Interest rate contract
$
150,000

 
$

 
$
46

Forward foreign exchange contracts
176,195

 
2,311

 

Total derivatives designated as hedging instruments


 
$
2,311

 
$
46

Derivatives not designated as hedging instruments
 
 
 
 
 
Interest rate contracts
$
5,895,881

 
$
299,207

 
$
16,267

Risk participation agreements
428,623

 
88

 
123

Forward foreign exchange contracts
107,691

 
208

 
1,764

Interest rate lock commitments
638,942

 
18,525

 
1

Forward loan sales commitments
911,872

 
63

 
4,613

Power Equity CDs
24,937

 
535

 
535

Swap agreement
12,652

 

 
213

Total derivatives not designated as hedging instruments


 
$
318,626

 
$
23,516

Total derivatives before netting


 
320,937

 
23,562

Netting(2)
 
 
(4,834
)
 
(2,584
)
Total derivatives, net
 
 
$
316,103

 
$
20,978

(1)
Notional or contract amounts, which represent the extent of involvement in the derivatives market, are used to determine the contractual cash flows required in accordance with the terms of the agreement. These amounts are typically not exchanged, significantly exceed amounts subject to credit or market risk and are not reflected in the Consolidated Statements of Financial Condition.
(2)
Includes netting of derivative asset and liability balances and related cash collateral, where counterparty netting agreements are in place.



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At December 31, 2019
 
 
 
Fair Value
(In thousands)
Notional Amount(1)
 
Derivative Assets
 
Derivative Liabilities
Derivatives designated as hedging instruments
 
 
 
 
 
Interest rate contract
$
150,000

 
$

 
$
168

Forward foreign exchange contracts
177,593

 

 
3,251

Total derivatives designated as hedging instruments


 
$

 
$
3,419

Derivatives not designated as hedging instruments
 
 
 
 
 
Interest rate contracts
$
5,095,969

 
$
102,893

 
$
5,872

Risk participation agreements
316,353

 
202

 
354

Forward foreign exchange contracts
262,656

 

 
3,268

Interest rate lock commitments
158,111

 
2,772

 
20

Forward loan sales commitments
174,013

 
41

 
289

Power Equity CD
29,009

 
734

 
734

Swap agreement
12,652

 

 
356

Total derivatives not designated as hedging instruments


 
$
106,642

 
$
10,893

Total derivatives before netting


 
$
106,642

 
$
14,312

Netting(2)
 
 
(540
)
 
(5,109
)
Total derivatives, net
 
 
$
106,102

 
$
9,203

(1)
Notional or contract amounts, which represent the extent of involvement in the derivatives market, are used to determine the contractual cash flows required in accordance with the terms of the agreement. These amounts are typically not exchanged, significantly exceed amounts subject to credit or market risk and are not reflected in the Consolidated Statements of Financial Condition.
(2)
Includes netting of derivative asset and liability balances and related cash collateral, where counterparty netting agreements are in place.

Derivative instruments may be subject to master netting arrangements and collateral arrangements and qualify for offset in the Consolidated Statements of Financial Condition. A master netting arrangement with a counterparty creates a right of offset for amounts due to and from that same counterparty that is enforceable in the event of a default or bankruptcy. Derivative instruments subject to master netting arrangements and collateral arrangements are recognized on a net basis in the Consolidated Statements of Financial Condition. The gross amounts recognized, gross amounts offset and net amount presented of derivative instruments were as follows:
 
At June 30, 2020
(In thousands)
Gross Amounts Recognized
 
Gross Amounts
 Offset(1)
 
Net Amount Presented
Derivative assets
 
 
 
 
 
Interest rate contracts
$
299,207

 
$
(2,252
)
 
$
296,955

Risk participation agreements
88

 

 
88

Forward foreign exchange contracts
2,519

 
(2,518
)
 
1

Interest rate lock commitments
18,525

 
(1
)
 
18,524

Forward loan sales commitments
63

 
(63
)
 

Power Equity CDs
535

 

 
535

Total derivative assets
$
320,937

 
$
(4,834
)
 
$
316,103

Derivative liabilities
 
 
 
 
 
Interest rate contracts
$
16,313

 
$
(2,252
)
 
$
14,061

Risk participation agreements
123

 

 
123

Forward foreign exchange contracts
1,764

 
(55
)
 
1,709

Interest rate lock commitments
1

 
(1
)
 

Forward loan sales commitments
4,613

 
(63
)
 
4,550

Power Equity CDs
535

 

 
535

Swap agreement
213

 
(213
)
 

Total derivative liabilities
$
23,562

 
$
(2,584
)
 
$
20,978

(1)
Includes the amounts with counterparties subject to enforceable master netting arrangements that have been offset in the Consolidated Statements of Financial Condition.



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At December 31, 2019
(In thousands)
Gross Amounts Recognized
 
Gross Amounts
Offset(1)
 
Net Amount Presented
Derivative assets
 
 
 
 
 
Interest rate contracts
$
102,893

 
$
(492
)
 
$
102,401

Risk participation agreements
202

 

 
202

Forward foreign exchange contracts

 

 

Interest rate lock commitments
2,772

 
(7
)
 
2,765

Forward loan sales commitments
41

 
(41
)
 

Power Equity CDs
734

 

 
734

Total derivative assets
$
106,642

 
$
(540
)
 
$
106,102

Derivative liabilities
 
 
 
 
 
Interest rate contracts
$
6,040

 
$
(491
)
 
$
5,549

Risk participation agreements
354

 

 
354

Forward foreign exchange contracts
6,519

 
(4,214
)
 
2,305

Interest rate lock commitments
20

 
(7
)
 
13

Forward loan sales commitments
289

 
(41
)
 
248

Power Equity CD
734

 

 
734

Swap agreement
356

 
(356
)
 

Total derivative liabilities
$
14,312

 
$
(5,109
)
 
$
9,203


(1)
Includes the amounts with counterparties subject to enforceable master netting arrangements that have been offset in the Consolidated Statements of Financial Condition.

Derivatives Designated as Hedging Instruments

Interest rate contract: The carrying amount of the hedged subordinated debt, including the cumulative basis adjustment related to the application of fair value hedge accounting, is recorded in long-term borrowings on the Consolidated Statements of Financial Condition and was as follows:
 
Carrying Amount
 of the Hedged Liability
 
Cumulative Amount of
Fair Value Hedging Adjustments
Included in the Carrying Amount
of the Hedged Liability
(In thousands)
At June 30, 2020
 
At December 31, 2019
 
At June 30, 2020
 
At December 31, 2019
Subordinated bank note - 2025
$
161,316

 
$
151,454

 
$
12,520

 
$
2,773



The following table summarizes the effect of fair value hedge accounting on the Consolidated Statements of Income for the three and six months ended June 30, 2020 and 2019.
 
Three Months Ended June 30,
 
Six Months Ended June 30,
(In thousands)
2020
 
2019
 
2020
 
2019
Statement of income line where the gain (loss) on the fair value hedge was recorded:
 
 
 
 
 
 
 
Interest expense on borrowings
$
13,226

 
$
16,078

 
$
39,718

 
$
30,935

Gain (loss) on interest rate contract (fair value hedge)
 
 
 
 
 
 
 
Hedged item
(918
)
 
(4,137
)
 
(9,748
)
 
(6,747
)
Derivative designated as a hedging instrument
929

 
4,181

 
9,865

 
6,743

Gain (loss) on interest rate contract recognized in interest expense on borrowings
$
11

 
$
44

 
$
117

 
$
(4
)




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Table of Contents



Forward foreign exchange contracts: The effect of net investment hedges on accumulated other comprehensive income was as follows:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
(In thousands)
2020
 
2019
 
2020
 
2019
Forward foreign exchange contracts
$
(5,954
)
 
$
(2,881
)
 
$
7,741

 
$
(5,931
)


Derivatives Not Designated as Hedging Instruments Certain other interest rate contracts, forward foreign exchange contracts, interest rate lock commitments, Power Equity CDs and other contracts have not been designated as hedging instruments. The effect of these derivatives on the Consolidated Statements of Income was as follows:
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
(In thousands)
Location of Gain (Loss)
2020
 
2019
 
2020
 
2019
Interest rate contracts
Other noninterest income
$
(477
)
 
$
(773
)
 
$
1,185

 
$
(1,260
)
Risk participation agreements
Other noninterest expense
49

 
38

 
4,375

 
(283
)
Forward foreign exchange contracts
Other noninterest expense
(7,492
)
 
(3,830
)
 
11,221

 
(8,609
)
Interest rate lock commitments
Net gains on sales of loans and leases
5,394

 
287

 
15,772

 
780

Forward loan sales commitments
Net gains on sales of loans and leases
4,243

 

 
(4,302
)
 

Swap agreement
Other noninterest income

 

 
(1
)
 

Net gain (loss) recognized
 
$
1,717

 
$
(4,278
)
 
$
28,250

 
$
(9,372
)


At June 30, 2020 and December 31, 2019, credit risk-related contingent features existed on forward foreign exchange contracts with a notional value of $11.0 million and $23.1 million, respectively. In the event the Corporation is rated less than BB- by Standard and Poor's, the contracts could be terminated or the Corporation may be required to provide approximately $221 thousand and $462 thousand in additional collateral at June 30, 2020 and December 31, 2019, respectively. There were no forward foreign exchange contracts containing credit risk-related features in a liability position at both June 30, 2020 and December 31, 2019.

At June 30, 2020, the Corporation had posted $85.3 million and $1.0 million of cash collateral related to its interest rate contracts and forward foreign exchange contracts, respectively, and received $4.1 million of cash collateral related to its forward foreign exchange contracts.

Note 16Fair Value Measurements

The Corporation uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. Fair values are based on the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Investment securities available-for-sale, certain loans held for sale, interest-only strips, derivative instruments, forward loan sales commitments and assets and liabilities held in trust for deferred compensation plans are recorded at fair value on a recurring basis. From time to time the Corporation may be required to record at fair value other assets on a non-recurring basis, such as certain investment securities held-to-maturity, loans and leases, goodwill, loan servicing rights, other intangible assets, other real estate owned, repossessed and returned assets or securitization receivables. These non-recurring fair value adjustments typically involve application of lower of cost or fair value accounting or write-downs of individual assets.
 


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The Corporation groups its assets and liabilities measured at fair value in three levels, based on the markets in which the assets and liabilities are traded and the degree and reliability of estimates and assumptions used to determine fair value. The levels are as follows:

Level 1
Valuations that are based on prices obtained from independent pricing sources for the same instruments traded in active markets.

Level 2
Valuations that are based on prices obtained from independent pricing sources that are based on observable transactions of similar instruments, but not quoted markets.

Level 3
Valuations generated from model-based techniques that use at least one significant unobservable input. Such unobservable inputs reflect estimates of assumptions that market participants would use in pricing the asset or liability.

Assets and Liabilities Recorded at Fair Value on a Recurring Basis

Investment Securities Available-for-Sale: The fair value of investment securities available-for-sale, categorized primarily as Level 2, is recorded using prices obtained from independent asset pricing services that are based on observable transactions, but not quoted markets. Management reviews the prices obtained from independent asset pricing services for unusual fluctuations and comparisons to current market trading activity.

Loans Held-for-Sale: The Corporation has elected the fair value option for residential mortgage loans held-for-sale. Accordingly, the fair values of residential mortgage loans held-for-sale are based on valuation models that use the market price for similar loans sold in the secondary market. As these prices are derived from market observable inputs, they are categorized as Level 2.

Interest-only Strips: The fair value of interest-only strips, categorized as Level 3, represents the present value of future cash flows expected to be received by the Corporation on certain assets. The Corporation uses available market data, along with its own empirical data and discounted cash flow models, to arrive at the fair value of its interest-only strips. The present value of the estimated expected future cash flows to be received is determined by using discount, loss and prepayment rates that the Corporation believes are commensurate with the risks associated with the cash flows and what a market participant would use. These assumptions are inherently subject to volatility and uncertainty and, as a result, the fair value of the interest-only strips may fluctuate significantly from period to period. Unobservable inputs used to value the interest-only strips include a discount rate of 14% (weighted average) and prepayment rates of 4% (weighted average).

Derivative Instruments:

Interest Rate Contracts: The Corporation executes interest rate contracts as described in Note 15. The fair value of these interest rate contracts, categorized as Level 2, is determined using a cash flow model which may consider the forward curve, the discount curve, option volatilities and credit valuation adjustments related to counterparty and/or borrower non-performance risk.

Risk Participation Agreements: The fair value of risk participation agreements, categorized as Level 2, is determined using a cash flow model which may consider the forward curve, the discount curve, option volatilities and credit valuation adjustments related to counterparty and/or borrower nonperformance risk.

Forward Foreign Exchange Contracts: The Corporation's forward foreign exchange contracts are recorded at fair value using a cash flow model that includes key inputs such as foreign exchange rates and an assessment of the risk of counterparty non-performance. The risk of counterparty non-performance is based on external assessments of credit risk. The fair value of these contracts, categorized as Level 2, is based on observable transactions, but not quoted markets.

Interest Rate Lock Commitments: The Corporation's interest rate lock commitments are derivative instruments that are recorded at fair value based on valuation models that use the market price for similar loans sold in the secondary market. The interest rate lock commitments are adjusted for expectations of exercise and funding. As the prices are derived from market observable inputs, the Corporation categorized these instruments as Level 2.



38

Table of Contents



Power Equity CDs: Power Equity CDs are categorized as Level 2, and determined using quoted prices of underlying stocks, along with other terms and features of the derivative instruments.

Swap Agreement: The Corporation's swap agreement, categorized as Level 3, is related to the sale of Legacy TCF's Visa Class B stock. The fair value of the swap agreement is based on the Corporation's estimated exposure related to the Visa covered litigation through a probability analysis of the funding and estimated settlement amounts.

Forward Loan Sales Commitments: The Corporation enters into forward loan sales commitments to sell certain mortgage loans which are recorded at fair value based on valuation models. The Corporation’s expectation of the amount of its interest rate lock commitments that will ultimately close is a factor in determining the position. The valuation models utilize the fair value of related mortgage loans determined using observable market data and therefore the commitments are categorized as Level 2.

Assets and Liabilities Held in Trust for Deferred Compensation Plans: Assets held in trust for deferred compensation plans include investments in publicly traded securities, excluding TCF Financial common stock reported in other equity, and U.S. Treasury notes. The fair value of these assets, categorized as Level 1, is based on prices obtained from independent asset pricing services based on active markets. The fair value of the liabilities equals the fair value of the assets.

The balances of assets and liabilities measured at fair value on a recurring basis were as follows:
 
June 30, 2020
(In thousands)
Level 1
Level 2
Level 3
Total
Assets
 
 
 
 
Investment securities available-for-sale
$

$
7,218,932

$
441

$
7,219,373

Loans held-for-sale

458,553


458,553

Interest-only strips


11,811

11,811

Derivative assets:(1)
 
 
 
 
Interest rate contracts

299,207


299,207

Risk participation agreements

88


88

Forward foreign exchange contracts

2,519


2,519

Interest rate lock commitments

18,525


18,525

   Forward loan sales commitments

63


63

Power Equity CDs

535


535

Total derivative assets

320,937


320,937

Assets held in trust for deferred compensation plans
43,203



43,203

Total assets at fair value
$
43,203

$
7,998,422

$
12,252

$
8,053,877

Liabilities
 
 
 
 
Derivative liabilities:(1)
 
 
 
 
Interest rate contracts
$

$
16,313

$

$
16,313

Risk participation agreements

123


123

Forward foreign exchange contracts

1,764


1,764

Interest rate lock commitments

1


1

   Forward loan sales commitments

4,613


4,613

Power Equity CDs

535


535

Swap agreement


213

213

Total derivative liabilities

23,349

213

23,562

Liabilities held in trust for deferred compensation plans
43,203



43,203

Total liabilities at fair value
$
43,203

$
23,349

$
213

$
66,765

(1)
As permitted under GAAP, the Corporation has elected to net derivative assets and derivative liabilities when a legally enforceable master netting agreement exists as well as the related cash collateral received and paid. For purposes of this table, the derivative assets and derivative liabilities are presented gross of this netting adjustment.




39

Table of Contents



 
December 31, 2019
(In thousands)
Level 1
 
Level 2
 
Level 3
 
Total
Assets
 
 
 
 
 
 
 
Investment securities available-for-sale
$

 
$
6,719,568

 
$
433

 
$
6,720,001

Loans held-for-sale

 
91,202

 

 
91,202

Interest-only strips

 

 
12,813

 
12,813

Derivative assets:(1)
 
 
 
 
 
 
 
Interest rate contracts

 
102,893

 

 
102,893

Risk participation agreements

 
202

 

 
202

Interest rate lock commitments

 
2,772

 

 
2,772

Forward loan sales commitments

 
41

 

 
41

Power Equity CDs

 
734

 

 
734

Total derivative assets

 
106,642

 

 
106,642

Forward loan sales commitments, non-derivative

 
46

 

 
46

Assets held in trust for deferred compensation plans
43,743

 

 

 
43,743

Total assets at fair value
$
43,743

 
$
6,917,458

 
$
13,246

 
$
6,974,447

Liabilities
 
 
 
 
 
 
 
Derivative liabilities:(1)
 
 
 
 
 
 
 
Interest rate contracts
$

 
$
6,040

 
$

 
$
6,040

Risk participation agreements

 
354

 

 
354

Forward foreign exchange contracts

 
6,519

 

 
6,519

Interest rate lock commitments

 
20

 

 
20

Forward loan sales commitments

 
289

 

 
289

Power Equity CDs

 
734

 

 
734

Swap agreement

 

 
356

 
356

Total derivative liabilities

 
13,956

 
356

 
14,312

Liabilities held in trust for deferred compensation plans
43,743

 

 

 
43,743

Total liabilities at fair value
$
43,743

 
$
13,956

 
$
356

 
$
58,055

(1)
As permitted under GAAP, the Corporation has elected to net derivative assets and derivative liabilities when a legally enforceable master netting agreement exists as well as the related cash collateral received and paid. For purposes of this table, the derivative assets and derivative liabilities are presented gross of this netting adjustment.

Management assesses the appropriate classification of financial assets and liabilities within the fair value hierarchy by monitoring the level of available observable market information. Changes in markets or economic conditions, as well as changes to the valuation models, may require the transfer of financial instruments from one fair value level to another. Such transfers, if any, are recorded at the fair values as of the beginning of the quarter in which the transfers occurred.



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The changes in Level 3 assets and liabilities measured at fair value on a recurring basis were as follows:
(In thousands)
Investment securities available-for-sale
 
Loans
held-for-sale
 
Interest-only strips
 
Interest rate lock commitments
 
Swap agreement
 
Forward loan sales commitments
At or For the Three Months Ended June 30, 2020
 
 
 
 
 
 
 
 
 
 
 
Asset (liability) balance, beginning of period
$
403

 
$

 
$
10,951

 
$

 
$
(286
)
 
$

Total net gains (losses) included in:
 
 
 
 
 
 
 
 
 
 
 
Net income
1

 

 
327

 

 

 

Other comprehensive income (loss)
37

 

 
1,989

 

 

 

Principal paydowns / settlements

 

 
(1,456
)
 

 
73

 

Asset (liability) balance, end of period
$
441

 
$

 
$
11,811

 
$

 
$
(213
)
 
$

Unrealized gains (losses) included in other comprehensive income for assets held at the end of the period
$
37

 
$

 
$
1,989

 
$

 
$

 
$

At or For the Three Months Ended June 30, 2019
 
 
 
 
 
 
 
 
 
 
 
Asset (liability) balance, beginning of period
$
4

 
$
9,863

 
$
16,163

 
$
1,117

 
$
(510
)
 
$
(118
)
Total net gains (losses) included in:
 
 
 
 
 
 
 
 
 
 
 
Net income

 
700

 
653

 
285

 

 
(27
)
Other comprehensive income (loss)

 

 
25

 

 

 

Sales

 
(91,255
)
 

 

 

 

Originations

 
109,904

 
708

 

 

 

Principal paydowns / settlements
(1
)
 
(1
)
 
(2,313
)
 

 
75

 

Asset (liability) balance, end of period
$
3

 
$
29,211

 
$
15,236

 
$
1,402

 
$
(435
)
 
$
(145
)
Unrealized gains (losses) included in other comprehensive income for assets held at the end of the period
$

 
$

 
$
25

 
$

 
$

 
$

At or For the Six Months Ended June 30, 2020
 
 
 
 
 
 
 
 
 
 
 
Asset (liability) balance, beginning of period
$
433

 
$

 
$
12,813

 
$

 
$
(356
)
 
$

Total net gains (losses) included in:
 
 
 
 
 
 
 
 
 
 
 
Net income
2

 

 
486

 

 
(1
)
 

Other comprehensive income (loss)
6

 

 
1,641

 

 

 

Principal paydowns / settlements

 

 
(3,129
)
 

 
144

 

Asset (liability) balance, end of period
$
441

 
$

 
$
11,811

 
$

 
$
(213
)
 
$

Unrealized gains (losses) included in other comprehensive income for assets held at the end of the period
$
6

 
$

 
$
1,641

 
$

 
$

 
$

At or For the Six Months Ended June 30, 2019
 
 
 
 
 
 
 
 
 
 
 
Asset (liability) balance, beginning of period
$
4

 
$
18,070

 
$
16,835

 
$
624

 
$
(583
)
 
$
(26
)
Total net gains (losses) included in:
 
 
 
 
 
 
 
 
 
 
 
Net income

 
534

 
1,365

 
778

 

 
(119
)
Other comprehensive income (loss)

 

 
311

 

 

 

Sales

 
(164,693
)
 

 

 

 

Originations

 
175,304

 
1,552

 

 

 

Principal paydowns / settlements
(1
)
 
(4
)
 
(4,827
)
 

 
148

 

Asset (liability) balance, end of period
$
3

 
$
29,211

 
$
15,236

 
$
1,402

 
$
(435
)
 
$
(145
)
Unrealized gains (losses) included in other comprehensive income for assets held at the end of the period
$

 
$

 
$
311

 
$

 
$

 
$





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Assets and Liabilities Recorded at Fair Value on a Non-recurring Basis

The following is a discussion of the valuation methodologies used to record assets and liabilities at fair value on a non-recurring basis.

Loans and Leases: Loans and leases for which repayment is expected to be provided solely by the value of the underlying collateral, categorized as Level 3 and recorded at fair value on a non-recurring basis, are valued based on the fair value of that collateral less estimated selling costs. The fair value of the collateral is determined based on internal estimates and/or assessments provided by third-party appraisers and the valuation relies on discount rates ranging from 10% to 30%.

Loan servicing rights: The fair value of loan servicing rights, categorized as Level 3, is based on a third party valuation model utilizing a discounted cash flow analysis using interest rates and prepayment speed assumptions currently quoted for comparable instruments and a discount rate determined by management. The valuation relies on discount rates ranging from 10% to 15% and prepayment speeds ranging from 9% to 25%. Loan servicing rights are recorded at the lower of cost or fair value.

Other Real Estate Owned: The fair value of other real estate owned, categorized as Level 3, is based on independent appraisals, real estate brokers' price opinions or automated valuation methods, less estimated selling costs. Certain properties require assumptions that are not observable in an active market in the determination of fair value and include discount rates ranging from 10% to 30%. Assets acquired through foreclosure are initially recorded at the lower of the loan or lease carrying amount or fair value less estimated selling costs at the time of transfer to other real estate owned.

Repossessed and Returned Assets: The fair value of repossessed and returned assets, categorized as Level 2 or Level 3 depending on the underlying asset type, are based on available pricing guides, auction results or price opinions, less estimated selling costs. Assets acquired through repossession or returned to TCF are initially recorded at the lower of the loan or lease carrying amount or fair value less estimated selling costs at the time of transfer to repossessed and returned assets.

The balances of assets measured at fair value on a non-recurring basis were as follows. There were no liabilities measured at fair value on a non-recurring basis at June 30, 2020 and December 31, 2019.
(In thousands)
Level 1
 
Level 2
 
Level 3
 
Total
At June 30, 2020
 
 
 
 
 
 
 
Loans and leases
$

 
$

 
$
244,943

 
$
244,943

Loan servicing rights

 

 
38,816

 
38,816

Other real estate owned

 

 
17,647

 
17,647

Repossessed and returned assets

 
8,259

 

 
8,259

Total non-recurring fair value measurements
$

 
$
8,259

 
$
301,406

 
$
309,665

At December 31, 2019
 
 
 
 
 
 
 
Loans and leases
$

 
$

 
$
141,199

 
$
141,199

Loan servicing rights

 

 
56,298

 
56,298

Other real estate owned

 

 
17,577

 
17,577

Repossessed and returned assets

 
6,968

 

 
6,968

Total non-recurring fair value measurements
$

 
$
6,968

 
$
215,074

 
$
222,042



Fair Value Option

The Corporation has elected the fair value option for residential mortgage loans held-for-sale. This election facilitates the offsetting of changes in fair value of the loans held-for-sale and the derivative financial instruments used to economically hedge them. The difference between the aggregate fair value and aggregate unpaid principal balance of these loans held-for-sale was as follows:
(In thousands)
June 30, 2020
 
December 31, 2019
Fair value carrying amount
$
458,553

 
$
91,202

Aggregate unpaid principal amount
434,894

 
88,192

Fair value carrying amount less aggregate unpaid principal
$
23,659

 
$
3,010




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Differences between the fair value carrying amount and the aggregate unpaid principal balance include changes in fair value recorded at and subsequent to funding and gains and losses on the related loan commitment prior to funding. No loans recorded under the fair value option were delinquent or on nonaccrual status at June 30, 2020 and December 31, 2019. The net gain from initial measurement of the loans held-for-sale, any subsequent changes in fair value while the loans are outstanding and any actual adjustment to the gains realized upon sales of the loans totaled $32.4 million and $47.7 million for the three and six months ended June 30, 2020 and $3.7 million and $5.9 million for the same periods in 2019, and are included in net gains on sales of loans and leases. These amounts exclude the impacts from the interest rate lock commitments and forward loan sales commitments which are also included in net gains on sales of loans and leases.

Disclosures about Fair Value of Financial Instruments

Management discloses the estimated fair value of financial instruments, including assets and liabilities on and off the Consolidated Statements of Financial Condition, for which it is practicable to estimate fair value. These fair value estimates were made at June 30, 2020 and December 31, 2019 based on relevant market information and information about the financial instruments. Fair value estimates are intended to represent the price at which an asset could be sold or a liability could be settled. However, given there is no active market or observable market transactions for many of TCF's financial instruments, the estimates of fair value are subjective in nature, involve uncertainties and include matters of significant judgment. Changes in assumptions could significantly affect the estimated values.

The carrying amounts and estimated fair values of the financial instruments, excluding short-term financial assets and liabilities as their carrying amounts approximate fair value and financial instruments recorded at fair value on a recurring basis, are included below. This information represents only a portion of the Consolidated Statements of Financial Condition not recorded in their entirety on a recurring basis and not the estimated value of the Corporation as a whole. Non-financial instruments such as the intangible value of the Corporation's branches and core deposits, leasing operations, goodwill, premises and equipment and the future revenues from the Corporation's customers are not reflected in this disclosure. Therefore, this information is of limited use in assessing the value of the Corporation.
 
At June 30, 2020
 
Carrying
 
Estimated Fair Value
(In thousands)
Amount
 
Level 1
 
Level 2
 
Level 3
 
Total
Financial instrument assets
 

 
 

 
 

 
 

 
 

FHLB and FRB stocks
$
386,483

 
$

 
$
386,483

 
$

 
$
386,483

Investment securities held-to-maturity
130,101

 

 
137,435

 
3,672

 
141,107

Loans and leases held-for-sale
74,246

 

 
75,746

 
1,887

 
77,633

Net loans(1)
32,386,349

 

 

 
32,701,958

 
32,701,958

Securitization receivable(2)
19,818

 

 

 
19,690

 
19,690

Deferred fees on commitments to extend credit(2)
21,441

 

 
21,441

 

 
21,441

Total financial instrument assets
$
33,018,438

 
$

 
$
621,105

 
$
32,727,207

 
$
33,348,312

Financial instrument liabilities
 

 
 

 
 

 
 

 
 
Certificates of deposits
$
7,142,996

 
$

 
$
7,171,519

 
$

 
$
7,171,519

Long-term borrowings
936,908

 

 
940,617

 

 
940,617

Total financial instrument liabilities
$
8,079,904

 
$

 
$
8,112,136

 
$

 
$
8,112,136

(1)
Expected credit losses are included in the carrying amount and estimated fair value.
(2)
Carrying amounts are included in other assets.
(3)
Carrying amounts are included in other liabilities.



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At December 31, 2019
 
Carrying
 
Estimated Fair Value
(In thousands)
  Amount
 
Level 1
 
Level 2
 
Level 3
 
Total
Financial instrument assets
 

 
 

 
 

 
 

 
 

FHLB and FRB stocks
$
442,440

 
$

 
$
442,440

 
$

 
$
442,440

Investment securities held-to-maturity
139,445

 

 
141,168

 
3,676

 
144,844

Loans held-for-sale
108,584

 

 
110,252

 
2,273

 
112,525

Net loans(1)
31,699,285

 

 

 
31,804,513

 
31,804,513

Securitization receivable(2)
19,689

 

 

 
19,466

 
19,466

Deferred fees on commitments to extend credit(2)
19,300

 

 
19,300

 

 
19,300

Total financial instrument assets
$
32,428,743

 
$

 
$
713,160

 
$
31,829,928

 
$
32,543,088

Financial instrument liabilities
 

 
 
 
 

 
 

 
 

Certificates of deposits
$
7,455,556

 
$

 
$
7,460,577

 
$

 
$
7,460,577

Long-term borrowings
2,354,448

 

 
2,368,469

 

 
2,368,469

Deferred fees on standby letters of credit(3)
56

 

 
56

 

 
56

Total financial instrument liabilities
$
9,810,060

 
$

 
$
9,829,102

 
$

 
$
9,829,102


(1)
Expected credit losses are included in the carrying amount and estimated fair value.
(2)
Carrying amounts are included in other assets.
(3)
Carrying amounts are included in other liabilities.


Note 17. Revenue from Contracts with Customers

The Corporation earns a variety of revenue, including interest and fees, from customers, as well as revenues from noncustomers. The majority of the sources of revenue are included in interest income and noninterest income and are outside of the scope of ASC Topic 606, Revenue from Contracts with Customers ("ASC 606"). Other sources of revenue fall within the scope of ASC 606 and are mostly included in noninterest income.

The Corporation recognizes revenue when the performance obligations related to the transfer of goods or services under the terms of a contract are satisfied. Some obligations are satisfied at a point in time, while others are satisfied over a period of time. Revenue is recognized as the amount of consideration expected to be received in exchange for transferring goods or services to a customer and is segregated based on the nature of product and services offered as part of contractual arrangements. Revenue streams within the scope of ASC 606 are discussed below.

Fees and Service Charges on Deposit Accounts Fees and service charges on deposit accounts includes fees and other charges TCF receives to provide various services, including but not limited to, service charges on deposit accounts and other fees including account analysis fees, monthly service fees, overdraft services, transferring funds, and accepting and executing stop-payment orders. The Corporation's performance obligation for account analysis fees and monthly service fees are generally satisfied and, therefore, revenue is recognized over the period in which the service is provided. Deposit account related fees are largely transactional based, and therefore, the performance obligation is satisfied and the related revenue is recognized at the point in time when the transaction occurs.

Wealth Management Revenue Wealth management revenue includes fee income generated from personal and institutional customers. The Corporation also provides investment management services. Revenue is recognized over the period of time the services are rendered. Wealth management revenue also includes commissions that are earned for placing a brokerage transaction for execution. Revenue is recognized once the transaction is completed and the Corporation is entitled to receive consideration.

Card and ATM Revenue Card and ATM revenue includes ATM surcharges and debit card related revenue. ATM surcharges and certain debit card fees are transaction-based and, therefore, the performance obligation is satisfied and the related revenue is recognized at the point in time when the transaction occurs. Other debit card fees satisfied over a period of time are recognized over the period in which the service is provided.

Other Noninterest Income Other noninterest income includes wire transfer fees, safe deposit box income and check orders. The consideration includes both fixed (e.g., safe deposit box fees) and transaction (e.g., wire-transfer fee and check orders) fees. Fixed fees are recognized over the period of time the service is provided, while transaction fees are recognized when a specific service is rendered to the customer.


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The following tables present total noninterest income segregated between contracts with customers within the scope of ASC 606 and those within the scope of other GAAP topics.
 
Three Months Ended June 30, 2020
 
Within the scope of ASC 606
 
Out of scope of ASC 606
 
Total
(In thousands)
Consumer Banking
 
Commercial Banking
 
Enterprise Services
 
Noninterest income
 
 
 
 
 
 
 
 
 
Fees and service charges on deposit accounts
$
18,812

 
$
1,157

 
$

 
$
2,863

 
$
22,832

Wealth management revenue
266

 

 

 
5,940

 
6,206

Card and ATM revenue
18,223

 
15

 

 
2,398

 
20,636

Other noninterest income
16,480

 
2,573

 
32

 
64,295

 
83,380

Total
$
53,781

 
$
3,745

 
$
32

 
$
75,496

 
$
133,054

 
Three Months Ended June 30, 2019
 
Within the scope of ASC 606
 
Out of scope of ASC 606
 
Total
(In thousands)
Consumer Banking
 
Commercial Banking
 
Enterprise Services
 
Noninterest income
 
 
 
 
 
 
 
 
 
Fees and service charges on deposit accounts
$
26,707

 
$
1,135

 
$

 
$

 
$
27,842

Card and ATM revenue
20,475

 

 

 
21

 
20,496

Other noninterest income
348

 
2,103

 
3,051

 
55,878

 
61,380

Total
$
47,530

 
$
3,238

 
$
3,051

 
$
55,899

 
$
109,718


 
Six Months Ended June 30, 2020
 
Within the scope of ASC 606
 
Out of scope of ASC 606
 
Total
(In thousands)
Consumer Banking
 
Commercial Banking
 
Enterprise Services
 
Noninterest income
 
 
 
 
 
 
 
 
 
Fees and service charges on deposit accounts
$
49,030

 
$
2,551

 
$

 
$
5,848

 
$
57,429

Wealth management revenue
27

 

 

 
12,330

 
12,357

Card and ATM revenue
37,404

 
41

 

 
4,876

 
42,321

Other noninterest income
20,301

 
4,537

 
(688
)
 
133,760

 
157,910

Total
$
106,762

 
$
7,129

 
$
(688
)
 
$
156,814

 
$
270,017

 
Six Months Ended June 30, 2019
 
Within the scope of ASC 606
 
Out of scope of ASC 606
 
Total
(In thousands)
Consumer Banking
 
Commercial Banking
 
Enterprise Services
 
Noninterest income
 
 
 
 
 
 
 
 
 
Fees and service charges on deposit accounts
$
51,900

 
$
2,196

 
$

 
$
24

 
$
54,120

Card and ATM revenue
39,105

 
1,303

 

 
(1,253
)
 
39,155

Other noninterest income
850

 
5,316

 
6,846

 
106,935

 
119,947

Total
$
91,855

 
$
8,815

 
$
6,846

 
$
105,706

 
$
213,222



Contract Balances A contract asset balance occurs when an entity performs a service for a customer before the customer pays consideration (resulting in a contract receivable) or before payment is due (resulting in a contract asset). A contract liability balance is an entity's obligation to transfer a service to a customer for which the entity has already received payment (or payment is due) from the customer. The noninterest income streams are largely based on transactional activity, or standard month-end revenue accruals such as asset management fees based on month-end market values. Consideration is most often received immediately or shortly after the Corporation satisfies its performance obligation and revenue is recognized. The Corporation does not typically enter into long-term revenue contracts with customers, and therefore, does not experience significant contract balances.



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Note 18Share-based Compensation

The Corporation maintains share-based compensation plans under which it periodically grants share-based awards for a fixed number of shares to directors and certain officers of the Corporation.

Before the Merger, Chemical and Legacy TCF granted share-based awards under their respective share-based compensation plans, including the Chemical Stock Incentive Plan of 2019 (the "Stock Incentive Plan of 2019”") and the TCF Financial 2015 Omnibus Incentive Plan (the "Legacy TCF Omnibus Incentive Plan"). At June 30, 2020, there were 1,419,595 shares reserved for issuance under the Legacy TCF Omnibus Incentive Plan and there were 1,181,039 shares reserved for issuance under the Stock Incentive Plan of 2019.

The fair value of share-based awards is recognized as compensation expense over the requisite service or performance period. Compensation expense for share-based awards, including the merger-related share-based compensation expense was $12.7 million and $21.7 million for the three and six months ended June 30, 2020, respectively, and $2.4 million and $3.9 million for the same period in 2019, respectively. The excess tax realized from share-based compensation transactions during the three and six months ended June 30, 2020 was an expense of $1.8 million and $1.1 million, respectively, and a benefit of $602 thousand and $1.3 million for the same period in 2019, respectively.

Restricted Stock Units

The Corporation can grant performance-based restricted stock units ("PRSUs") and time-based restricted stock units ("TRSUs") (collectively referred to as "RSUs") under the Stock Incentive Plan of 2019 and the Legacy TCF Omnibus Incentive Plan; provided, that, RSUs granted under the Legacy TCF Omnibus Incentive Plan may only be granted to employees who previously were employees of Legacy TCF. At June 30, 2020, there were 426,868 PRSUs outstanding dependent on achieving certain performance target levels and the grantee completing the requisite service period. The TRSUs vest upon satisfaction of a service condition. Upon achievement of the performance target level and/or satisfaction of a service condition, as applicable, the TRSUs are converted into shares of TCF Financial's common stock on a one-to-one basis and the PRSUs are converted into shares of TCF Financial's common stock in accordance with the achievement of the performance target (ranging from 0% to 150% of the granted PRSUs). Compensation expense related to RSUs is recognized over the expected requisite performance or service period, as applicable.
 
A summary of the activity for RSUs at and for the six months ended June 30, 2020 is presented below:
 
Number of Units
 
Weighted-average Grant Date Fair Value Per Unit
Outstanding at December 31, 2019
1,511,820

 
$
44.49

Granted
1,430,459

 
24.93

Forfeited/canceled
(7,082
)
 
50.60

Vested
(331,065
)
 
46.10

Outstanding at June 30, 2020
2,604,132

 
$
33.52



Unrecognized compensation expense related to RSUs totaled $61.3 million at June 30, 2020 and is expected to be recognized over the remaining weighted-average period of 2.8 years.

Restricted Stock Awards

The Corporation's restricted stock award transactions were as follows:
 
Number of Awards
 
Weighted-Average Grant Date Fair Value Per Award
Outstanding at December 31, 2019
888,305

 
$
40.67

Granted
54,040

 
25.91

Forfeited/canceled
(4,786
)
 
39.62

Vested
(357,810
)
 
41.14

Outstanding at June 30, 2020
579,749

 
$
38.71





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At June 30, 2020, there were no shares of performance-based restricted stock awards outstanding. Unrecognized stock compensation expense for restricted stock awards was $14.2 million at June 30, 2020 with a weighted-average remaining amortization period of 2.0 years.

The following table provides information regarding total expense for restricted stock awards:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
(In thousands)
2020
 
2019
 
2020
 
2019
Restricted stock expense related to employees(1)
$
5,670

 
$

 
$
10,394

 
$

Restricted stock expense related to directors(2)
214

 

 
214

 

Total restricted stock expense
$
5,884

 
$

 
$
10,608

 
$

(1) 
Included in "Compensation and employee benefits" in the Consolidated Statements of Income.
(2) 
Included in "Other noninterest expense" in the Consolidated Statements of Income.

Stock Options

A summary of activity for the Corporation's stock options at and for the six months ended June 30, 2020 is presented below:
 
Non-Vested Stock Options Outstanding
 
Stock Options Outstanding
 
Number of Options
 
Weighted-average Exercise Price
 
Number of Options
 
Weighted-average
Exercise Price
Outstanding at December 31, 2019
120,809

 
$
39.63

 
495,165

 
$
29.48

Exercised

 

 
(82,276
)
 
22.03

Forfeited/canceled
(3,173
)
 
39.00

 

 

Expired

 

 
(36,202
)
 
34.27

Vested
(55,568
)
 
38.25

 
55,568

 
38.25

Outstanding at June 30, 2020
62,068

 
$
40.89

 
432,255

 
$
31.63

Exercisable/vested at June 30, 2020
 
 
 
 
432,255

 
$
31.63



The weighted-average remaining contractual term was 4.1 years for all outstanding stock options and 3.9 years for exercisable stock options at June 30, 2020.

Note 19Retirement Plans
 
The Corporation's retirement plans include qualified defined benefit pension plans, nonqualified postretirement benefit plans, 401(k) savings plans and nonqualified supplemental retirement plans. These plans are discussed in further detail in the Corporation's Annual Report on Form 10-K for the year ended December 31, 2019.

Qualified Defined Benefit Pension Plans

The TCF Cash Balance Pension Plan (the "Legacy TCF Pension Plan") and the Chemical Financial Corporation Employees' Pension Plan ("Chemical Pension Plan") are both defined as qualified benefit pension plans (collectively, the "Pension Plans"), which previously provided for postretirement pension benefits for plan eligible employees.

The Board of Directors of Legacy TCF approved the termination of the Legacy TCF Pension Plan effective November 1, 2019. The Legacy TCF Pension Plan was fully funded as of June 30, 2020. The weighted-average interest crediting rate was 2.05% as of June 30, 2020. TCF does not consolidate the assets and liabilities associated with the Legacy TCF Pension Plan.

The termination of the Chemical Pension Plan was approved effective August 31, 2019. The discount rate was adjusted to 3.48% based on the remeasurement of the Chemical Pension Plan required due to the Merger and the termination. At the time of the Merger, as a result of the termination, the Corporation recognized a prepaid asset representing the funded status of the Chemical Pension Plan, net of estimated settlement costs, and the balance previously recorded in accumulated other comprehensive income was eliminated. The purchase accounting adjustment, as a result of the Merger, was reported in goodwill. The Chemical Pension Plan was fully funded as of June 30, 2020.



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Nonqualified Postretirement Benefit Plans

The Legacy TCF Postretirement Plan provides health care benefits to eligible retired employees who retired prior to December 31, 2009. The provisions for active and retired employees then eligible for these benefits were not changed. The Postretirement Plan is not funded.

The Chemical Postretirement Benefit Plan provides medical and dental benefits, during retirement, to a limited number of active and retired employees. The benefits can be amended, modified or terminated by the Corporation at any time.

401(k) Savings Plans

The TCF 401K Plan (the "TCF 401K"), a qualified postretirement benefit and employee stock ownership plan provides, and until December 31, 2019 the Chemical Financial Corporation 401K Savings Plan (the "Chemical 401K"), a qualified postretirement benefit plan provided the option to invest in TCF common stock. Effective December 31, 2019, the Chemical 401K merged with and into the TCF 401K. All participant balances remaining in the Chemical 401K were transferred into the TCF 401K on December 31, 2019.

Nonqualified Supplemental Retirement Plans

The TCF 401K Supplemental Plan (the "Legacy TCF SERP") and the TCF Financial Corporation Deferred Compensation Plan (the "TCF Deferred Compensation Plan") are both defined as nonqualified supplemental retirement plans. Effective January 1, 2020, the Legacy TCF SERP no longer receives new contributions from the Corporation or participants. The Legacy TCF SERP's assets, which include investments in TCF common stock, are held in trust and included in equity in the other line item.

Net Periodic Benefit

The net periodic benefit plan (income) cost included in other noninterest expense for defined benefit pension plans and postretirement benefit plans were as follows:
 
Defined Benefit Pension Plans
 
Three Months Ended June 30,
 
Six Months Ended June 30,
(In thousands)
2020
 
2019
 
2020
 
2019
Interest cost
$
946

 
$
264

 
$
1,892

 
$
528

Return on plan assets
(772
)
 
(137
)
 
(1,729
)
 
(274
)
Net periodic benefit plan (income) cost
$
174

 
$
127

 
$
163

 
$
254

 
Postretirement Benefit Plans
 
Three Months Ended June 30,
 
Six Months Ended June 30,
(In thousands)
2020
 
2019
 
2020
 
2019
Interest cost
$
35

 
$
30

 
$
71

 
$
60

Service cost

 

 
1

 

Amortization of prior service cost
(11
)
 
(11
)
 
(23
)
 
(23
)
Net periodic benefit plan (income) cost
$
24

 
$
19

 
$
49

 
$
37



TCF made no cash contributions to the defined benefit pension plans during the three and six months ended June 30, 2020 and 2019. TCF contributed $0.1 million and $0.1 million to the Legacy TCF Postretirement Plan during the three months ended June 30, 2020 and 2019, respectively, and $0.1 million and $0.2 million during the six months ended June 30, 2020 and 2019, respectively. TCF made no contributions to the Chemical Postretirement Benefit Plan during both the three and six months ended June 30, 2020 and 2019.



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The TCF 401K allows participants to make contributions of up to 50% of their covered compensation on a tax-deferred and/or after-tax basis, subject to the annual covered compensation limitation imposed by the Internal Revenue Service ("IRS"). TCF matches the contributions of all participants at a rate of $1 per dollar for employees to a maximum company contribution of 5% of the employee's covered compensation per pay period subject to the annual covered compensation limitation imposed by the IRS. Employee contributions and matching contributions vest immediately. The Corporation match under the TCF 401K was $5.3 million and $11.8 million for the three and six months ended June 30, 2020, respectively, compared to $2.7 million and $7.1 million for the three and six months ended June 30, 2019, respectively. Dividends on TCF's common shares held in the TCF 401K are reinvested in such fund or, at the election of the participant, may be paid in cash to the participant.

Effective January 1, 2020, the TCF Deferred Compensation Plan (previously the Chemical Deferred Compensation Plan), a nonqualified supplemental retirement plan, was amended to allow certain employees to contribute up to 60% of their salary and up to 85% of bonus compensation. The amounts deferred under this plan are invested in a selection of mutual funds.

Note 20Earnings Per Common Share

The computations of basic and diluted earnings per common share were as follows:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
(Dollars in thousands, except per share data)
2020
 
2019
 
2020
 
2019
Basic earnings per common share
 

 
 

 
 

 
 

Net income attributable to TCF Financial Corporation
$
23,764

 
$
90,427

 
$
75,663

 
$
160,921

Preferred stock dividends
2,494

 
2,494

 
4,987

 
4,987

Net income available to common shareholders
21,270

 
87,933

 
70,676

 
155,934

Less: Earnings allocated to participating securities

 
17

 

 
30

Earnings allocated to common stock
$
21,270

 
$
87,916

 
$
70,676

 
$
155,904

Weighted-average common shares outstanding used in basic earnings per common share calculation
151,613,126

 
82,298,920

 
151,757,742

 
82,272,396

Basic earnings per common share
$
0.14

 
$
1.07

 
$
0.47

 
$
1.89

Diluted earnings per common share
 

 
 

 
 

 
 

Earnings allocated to common stock
$
21,270

 
$
87,916

 
$
70,676

 
$
155,904

Weighted-average common shares outstanding used in basic earnings per common share calculation
151,613,126

 
82,298,920

 
151,757,742

 
82,272,396

Net dilutive effect of:
 

 
 

 
 

 
 

Non-participating restricted stock
10,374

 

 
6,924

 

Stock options
36,639

 

 
72,560

 

Weighted-average common shares outstanding used in diluted earnings per common share calculation
151,660,139

 
82,298,920

 
151,837,226

 
82,272,396

Diluted earnings per common share
$
0.14

 
$
1.07

 
$
0.47

 
$
1.89

Anti-dilutive shares outstanding not included in the computation of diluted earnings per common share
 
 
 
 
 
 
 
Non-participating restricted stock
2,702,972

 
914,459

 
2,962,872

 
914,459

Stock options
358,522

 

 
259,900

 





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Note 21. Other Noninterest Income and Expense

Other noninterest income and expense was as follows:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
(In thousands)
2020
 
2019
 
2020
 
2019
Other Noninterest Income
 
 
 
 
 
 
 
Gain on branch sales(1)
$
14,717

 
$

 
$
14,717

 
$

Loan servicing rights impairment
(8,858
)
 

 
(17,094
)
 

Other
8,266

 
5,373

 
30,085

 
11,997

Total other noninterest income
$
14,125


$
5,373


$
27,708


$
11,997

 
 
 
 
 
 
 
 
Other Noninterest Expense
 
 
 
 
 
 
 
Outside processing
$
12,804

 
$
5,917

 
$
26,717

 
$
11,391

Loan and lease expense
8,356

 
3,374

 
16,139

 
6,663

Professional fees
5,628

 
5,385

 
12,197

 
10,913

Advertising and marketing
4,463

 
5,273

 
12,840

 
12,128

FDIC insurance
6,742

 
2,492

 
13,301

 
5,410

Card processing and issuance costs
5,831

 
4,183

 
14,521

 
8,691

Other
29,682

 
26,302

 
66,537

 
51,809

Total other noninterest expense
$
73,506

 
$
52,926

 
$
162,252

 
$
107,005


(1) Represents the completion of the sale of seven branches in conjunction with deposits associated with those branches.

Note 22. Reportable Segments
 
The Corporation's reportable segments are Consumer Banking, Commercial Banking and Enterprise Services. Consumer Banking is comprised of all of the Corporation's consumer-facing businesses and includes retail banking, consumer lending, wealth management and small business banking. Commercial Banking, previously named Wholesale Banking, is comprised of commercial and industrial and commercial real estate banking and lease financing. Enterprise Services is comprised of (i) corporate treasury, which includes the Corporation's investment and borrowing portfolios and management of capital, debt and market risks, (ii) corporate functions, such as information technology, risk and credit management, bank operations, finance, investor relations, corporate development, internal audit, legal and human capital management that provide services to the operating segments, (iii) the Holding Company and (iv) eliminations.

In connection with the Merger, effective August 1, 2019, the Corporation renamed its Wholesale Banking segment to Commercial Banking to align with the way it is now managed. In addition, activity that was related to small business banking and private banking were moved from the Wholesale Banking (now named Commercial Banking) segment to the Consumer Banking segment. The revised presentation of previously reported segment data has been applied retroactively to all periods presented in these financial statements.

The Corporation evaluates performance and allocates resources based on each reportable segment's net income or loss. The reportable segments follow GAAP as described in Note 1. Basis of Presentation, except for the accounting for intercompany interest income and interest expense, which are eliminated in consolidation and presenting net interest income on a fully tax-equivalent basis. The Corporation generally accounts for inter-segment sales and transfers at cost.



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Certain information for each of the Corporation's reportable segments, including reconciliations of the consolidated totals, was as follows:
(In thousands)
Consumer Banking
 
Commercial Banking
 
Enterprise Services
 
Consolidated
At or For the Three Months Ended June 30, 2020
 
 
 
 
 
 
 
Net interest income
$
206,285

 
$
169,473


$
2,601

 
$
378,359

Provision (benefit) for credit losses
(10,924
)
 
89,650

 

 
78,726

Net interest income after provision for credit losses
217,209

 
79,823

 
2,601

 
299,633

Noninterest income
85,276

 
43,831

 
3,947

 
133,054

Noninterest expense
207,319

 
105,324

 
87,598

 
400,241

Income tax expense (benefit)
15,752

 
3,440

 
(12,979
)
 
6,213

Income (loss) after income tax expense (benefit)
79,414

 
14,890

 
(68,071
)
 
26,233

Income attributable to non-controlling interest

 
2,469

 

 
2,469

Preferred stock dividends

 

 
2,494

 
2,494

Net income (loss) available to common shareholders
79,414

 
12,421

 
(70,565
)
 
21,270

Total assets
$
14,694,025

 
$
24,318,452

 
$
11,049,983

 
$
50,062,460

Revenues from external customers
 

 
 

 
 

 
 
Interest income
$
143,666

 
$
252,825

 
$
41,879

 
$
438,370

Noninterest income
85,276

 
43,831

 
3,947

 
133,054

Total
$
228,942

 
$
296,656

 
$
45,826

 
$
571,424

At or For the Three Months Ended June 30, 2019
 
 
 
 
 
 
 
Net interest income
$
138,094

 
$
96,726

 
$
19,237

 
$
254,057

Provision for credit losses
4,691

 
8,878

 

 
13,569

Net interest income after provision for credit losses
133,403

 
87,848

 
19,237

 
240,488

Noninterest income
66,163

 
42,455

 
1,100

 
109,718

Noninterest expense
152,757

 
80,892

 
3,200

 
236,849

Income tax expense (benefit)
10,971

 
10,340

 
(1,997
)
 
19,314

Income after income tax expense (benefit)
35,838

 
39,071

 
19,134

 
94,043

Income attributable to non-controlling interest

 
3,616

 

 
3,616

Preferred stock dividends

 

 
2,494

 
2,494

Net income available to common shareholders
35,838

 
35,455

 
16,640

 
87,933

Total assets
$
7,713,169

 
$
12,865,821

 
$
4,047,840

 
$
24,626,830

Revenues from external customers
 

 
 

 
 

 
 
Interest income
$
105,487

 
$
179,350

 
$
25,944

 
$
310,781

Noninterest income
66,163

 
42,455

 
1,100

 
109,718

Total
$
171,650

 
$
221,805

 
$
27,044

 
$
420,499





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(In thousands)
Consumer Banking
 
Commercial Banking
 
Enterprise Services
 
Consolidated
At or For the Six Months Ended June 30, 2020
 
 
 
 
 
 
 
Net interest income
$
400,117

 
$
355,459

 
$
24,264

 
$
779,840

Provision for credit losses
33,445

 
142,224

 

 
175,669

Net interest income after provision for credit losses
366,672

 
213,235

 
24,264

 
604,171

Noninterest income
166,690

 
99,604

 
3,723

 
270,017

Noninterest expense
436,178

 
219,779

 
118,883

 
774,840

Income tax expense (benefit)
17,734

 
19,746

 
(18,181
)
 
19,299

Income (loss) after income tax expense (benefit)
79,450

 
73,314

 
(72,715
)
 
80,049

Income attributable to non-controlling interest

 
4,386

 

 
4,386

Preferred stock dividends

 

 
4,987

 
4,987

Net income (loss) available to common shareholders
79,450

 
68,928

 
(77,702
)
 
70,676

Total assets
$
14,694,025

 
$
24,318,452

 
$
11,049,983

 
$
50,062,460

Revenues from external customers
 
 
 
 
 
 
 
Interest income
$
290,335

 
$
551,685

 
$
91,742

 
$
933,762

Noninterest income
166,690

 
99,604

 
3,723

 
270,017

Total
$
457,025

 
$
651,289

 
$
95,465

 
$
1,203,779

At or For the Six Months Ended June 30, 2019
 
 
 
 
 
 
 
Net interest income
$
278,796

 
$
193,411

 
$
36,279

 
$
508,486

Provision for credit losses
11,917

 
11,774

 

 
23,691

Net interest income after provision for credit losses
266,879

 
181,637

 
36,279

 
484,795

Noninterest income
126,666

 
84,954

 
1,602

 
213,222

Noninterest expense
309,278

 
164,305

 
16,341

 
489,924

Income tax expense (benefit)
19,712

 
22,099

 
(1,210
)
 
40,601

Income after income tax expense (benefit)
64,555

 
80,187

 
22,750

 
167,492

Income attributable to non-controlling interest

 
6,571

 

 
6,571

Preferred stock dividends

 

 
4,987

 
4,987

Net income available to common shareholders
64,555

 
73,616

 
17,763

 
155,934

Total assets
$
7,713,169

 
$
12,865,821

 
$
4,047,840

 
$
24,626,830

Revenues from external customers
 
 
 
 
 
 
 
Interest income
$
216,172

 
$
353,741

 
$
47,762

 
$
617,675

Noninterest income
126,666

 
84,954

 
1,602

 
213,222

Total
$
342,838

 
$
438,695

 
$
49,364

 
$
830,897



Note 23. Commitments, Contingent Liabilities and Guarantees

Financial Instruments with Off-Balance Sheet Risk In the normal course of business, the Corporation enters into financial instruments with off-balance sheet risk, primarily to meet the financing needs of its customers. These financial instruments, which are issued or held for purposes other than trading, involve elements of credit and interest-rate risk in excess of the amounts recognized in the Consolidated Statements of Financial Condition.

The Corporation's exposure to credit loss, in the event of non-performance by the counterparty to the financial instrument is represented by the contractual amount of the commitments. The Corporation uses the same credit policies in making these commitments as it does for making direct loans. The Corporation evaluates each customer's creditworthiness on a case-by-case basis. The amount of collateral obtained is based on a credit evaluation of the customer.

Financial instruments with off-balance sheet risk were as follows:
(In thousands)
At June 30, 2020
 
At December 31, 2019
Commitments to extend credit:
 
 
 
Commercial
$
4,784,205

 
$
5,743,072

Consumer
2,243,985

 
2,305,096

Total commitments to extend credit
7,028,190

 
8,048,168

Standby letters of credit and guarantees on industrial revenue bonds
116,490

 
129,192

Total
$
7,144,680

 
$
8,177,360





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Commitments to Extend Credit: Commitments to extend credit are agreements to lend provided there is no violation of any condition in the contract. These commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since a certain amount of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Collateral to secure any funding of these commitments predominantly consists of residential and commercial real estate mortgages.

Standby Letters of Credit and Guarantees on Industrial Revenue Bonds: Standby letters of credit and guarantees on industrial revenue bonds are conditional commitments issued by the Corporation guaranteeing the performance of a customer to a third party. These conditional commitments expire in various years through 2039. The majority of these standby letters of credit are collateralized. Collateral held consists primarily of commercial real estate mortgages. Since the conditions under which the Corporation is required to fund these commitments may not materialize, the cash requirements are expected to be less than the total outstanding commitments.

Contingencies and Guarantees The Corporation has originated and sold certain loans, and additionally acquired the potential liability for loans originated and sold by merged or acquired entities, for which the buyer has limited recourse to the Corporation in the event the loans do not perform as specified in the agreements. These loans had an outstanding balance of $8.0 million and $6.2 million at June 30, 2020 and December 31, 2019, respectively. The maximum potential amount of undiscounted future payments that the Corporation could be required to make in the event of nonperformance by the borrower totaled $7.9 million and $6.0 million at June 30, 2020 and December 31, 2019, respectively. In the event of nonperformance, the Corporation has rights to the underlying collateral securing the loans. At both June 30, 2020 and December 31, 2019, the Corporation had recorded a liability of $0.1 million, in connection with the recourse agreements, in other liabilities.

In addition, the Corporation acquired, through the Merger, certain Small Business Administration ("SBA") guaranteed loans in which the guaranteed portion had been sold to a third party investor. In the event these loans default and the SBA guaranty is no longer intact (i.e. an issue is found to have occurred during the origination or the liquidation of the loans) the Corporation would be liable to make the loan whole to the third party investor. The maximum potential amount of undiscounted future payments that the Corporation could be required to make in the event of default by the borrower was $14.3 million and $16.7 million at June 30, 2020 and December 31, 2019, respectively. In the event of default, the Corporation has rights to the underlying collateral securing the loans. At June 30, 2020 and December 31, 2019, the Corporation had recorded a liability of $0.8 million and $0.9 million, respectively, in other liabilities.

Representations, Warranties and Contractual Liabilities In connection with the Corporation's residential mortgage loan sales, and the historical sales of merged or acquired entities, the Corporation makes certain representations and warranties that the loans meet certain criteria, such as collateral type, underwriting standards and the manner in which the loans will be serviced. The Corporation may be required to repurchase individual loans and/or indemnify the purchaser against losses if the loan fails to meet established criteria. In addition, some agreements contain a requirement to repurchase loans as a result of early payoffs by the borrower, early payment default of the borrower or the failure to obtain valid title. At June 30, 2020 and December 31, 2019 the liability recorded in connection with these representations and warranties was $4.6 million and $5.7 million, respectively, included in other liabilities.

Litigation Contingencies From time to time, the Corporation is a party to legal proceedings arising out of its lending, leasing and deposit operations, including foreclosure proceedings and other collection actions as part of its lending and leasing collections activities. The Corporation may also be subject to regulatory examinations and enforcement actions brought by federal regulators, including the SEC, the Federal Reserve, the OCC and the Consumer Financial Protection Bureau which may impose sanctions on the Corporation for failures related to regulatory compliance. From time to time borrowers and other customers, and employees and former employees have also brought actions against the Corporation, in some cases claiming substantial damages. The Corporation, like other financial services companies, is subject to the risk of class action litigation. Litigation is often unpredictable and the actual results of litigation cannot be determined and therefore the ultimate resolution of a matter and the possible range of loss associated with certain potential outcomes cannot be established. Based on the current understanding of the Corporation's pending legal proceedings, management does not believe that judgments or settlements arising from pending or threatened legal matters, individually or in the aggregate, would have a material adverse effect on the consolidated financial position, operating results or cash flows of the Corporation.



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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

Forward-looking Information

Any statements contained in this Quarterly Report on Form 10-Q regarding the outlook for the Corporation's businesses and their respective markets, such as projections of future performance, targets, guidance, statements of the Corporation's plans and objectives, forecasts of market trends and other matters are forward-looking statements based on the Corporation's assumptions and beliefs. Such statements may be identified by such words or phrases as "will likely result," "are expected to," "will continue," "outlook," "will benefit," "is anticipated," "estimate," "project," "management believes" or similar expressions. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those discussed in such statements and no assurance can be given that the results in any forward-looking statement will be achieved. For these statements, TCF claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Any forward-looking statement speaks only as of the date on which it is made and we disclaim any obligation to subsequently revise any forward-looking statement to reflect events or circumstances after such date or to reflect the occurrence of anticipated or unanticipated events.
These statements include, among others, statements related to: our strategic plan to develop customer relationships that will drive core deposit growth and stability, management's belief that our commercial and commercial real estate loan portfolios are generally well-secured, the impact of projected changes in net interest income assuming changes to short-term market interest rates, statements regarding our risk exposure, statements related to integration following our Merger, including statements related to the anticipated effects on results of operations and financial condition from expected developments. All statements referencing future time periods are forward-looking.
Management's determination of the allowance for credit losses and related provision; the carrying value of acquired loans and leases, goodwill and loan servicing rights; the fair value of investment securities (including whether there is any credit impairment); and management's assumptions concerning postretirement benefit plans involve judgments that are inherently forward-looking. There can be no assurance that future loan losses will be limited to the amounts estimated. All of the information concerning interest rate sensitivity is forward-looking. The future effect of changes in the financial and credit markets and the national and regional economies on the banking industry, generally, and on us, specifically, are also inherently uncertain.
These forward-looking statements are subject to certain risks, uncertainties and assumptions ("risk factors") that could cause actual results to differ materially from those expressed or implied in such statements, and no assurance can be given that the results in any forward-looking statement will be achieved. Any forward-looking statement speaks only as of the date on which it is made and we disclaim any obligation to subsequently revise any forward-looking statement to reflect events or circumstances after such date or to reflect the occurrence of anticipated or unanticipated events, except as required by law. These factors include the factors discussed in Item 1A. in our Annual Report on Form 10-K for the year ended December 31, 2019 under the heading "Risk Factors" or otherwise disclosed in documents filed or furnished by us with or to the SEC after the filing of the Annual Reporting on Form 10-K, the factors discussed below and any other cautionary statements, written or oral, which may be made or referred to in connection with any such forward-looking statements. Since it is not possible to foresee all such factors, these factors should not be considered as complete or exhaustive: macroeconomic and other challenges and uncertainties resulting from the COVID-19 pandemic, such as the extent and duration of the impact on public health, the U.S. and global economies, financial markets and consumer and corporate customers and clients, including economic activity, employment levels and market liquidity, as well as the various actions taken in response to the challenges and uncertainties by governments, central banks and others, including TCF; a failure to manage credit risk; cyber-security breaches involving us or third parties, hacking, denial of service, loss or theft of information, or other cyber-attacks that disrupt TCF's business operations or damage its reputation; adverse developments affecting TCF's branches, including supermarket branches; inability to successfully execute on TCF's growth strategy through acquisitions or expanding existing business relationships; adverse effects related to competition from traditional competitors, non-bank providers of financial services and new technologies; failure to keep pace with technological change, including with respect to customer demands or system upgrades; risks related to developing new products, markets or lines of business; risks related to TCF's loan origination and sales activity; lack of access to liquidity or ability to raise capital that isn’t dilutive; adverse changes in monetary, fiscal or tax policies; litigation or government enforcement actions; heightened consumer protection, supervisory or regulatory practices or requirements; deficiencies in TCF's compliance programs or risk mitigation frameworks; dependence on accurate and complete information from customers and counterparties; the failure to attract and retain key employees; ineffective internal controls; soundness of other financial institutions and


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other counterparty risk, including the risk of default, operational disruptions, or diminished availability of counterparties who satisfy our credit quality requirements; inability to grow deposits, increase earnings and revenue, manage operating expenses, or pay and receive dividends; interruptions, systems failures information technology and telecommunications systems failures of third-party services; deficiencies in TCF's quantitative models; the effect of any negative publicity or reputational damage; technological or operational difficulties; changes in accounting standards or interpretations of existing standards; adverse federal, state or foreign tax assessments; and the effects of man-made and natural disasters, any of which may negatively affect our operations and/or our customers.
This Quarterly Report on Form 10-Q also contains forward-looking statements regarding our outlook or expectations with respect to the Merger with Legacy TCF. Examples of forward-looking statements include, but are not limited to, statements regarding outlook and expectations with respect to the strategic and financial benefits of the Merger, including the expected impact of the transaction on TCF's future financial performance (including anticipated accretion to earnings per share, the tangible book value earn-back period and other operating and return metrics), the expected costs to be incurred in connection with the Merger, and operational aspects of post-Merger integration. Such risks, uncertainties and assumptions, include, among others, the following:
the impact of the COVID-19 pandemic;
the possibility that the anticipated benefits of the Merger, including anticipated cost savings and strategic gains, are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy, competitive factors in the areas where TCF does business, or as a result of other unexpected factors or events;
the impact of purchase accounting with respect to the Merger, or any change in the assumptions used regarding the assets purchased and liabilities assumed to determine their fair value;
diversion of management's attention from ongoing business operations and opportunities;
the operational integration of the merged businesses and operations, which may take longer than anticipated or be more costly than anticipated or have unanticipated adverse results;
failure to attract new customers and retain existing customers in the manner anticipated;
the challenges of integrating, retaining and hiring key personnel;
the potential impact of the Merger on relationships with third parties, including customers, vendors, employees and competitors; and
other factors that may affect future results of TCF including changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer borrowing, repayment, investment and deposit practices; the impact, extent and timing of technological changes; capital management activities; and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms.

TCF disclaims any obligation to update or revise any forward-looking statements contained in this communication, which speak only as of the date hereof, whether as a result of new information, future events or otherwise, except as required by law.
Overview

TCF Financial Corporation, formerly known as Chemical Financial Corporation, ("TCF") is a financial holding company, incorporated in Michigan in 1973 and headquartered in Detroit, Michigan.

Through our wholly-owned bank subsidiary, TCF National Bank, a national banking association ("TCF Bank") with its main office in Sioux Falls, South Dakota, we provide a full range of consumer-facing and commercial services, including consumer and commercial banking, trust and wealth management, and specialty leasing and lending products and services to consumers, small businesses and commercial customers. As of June 30, 2020, TCF had approximately 500 branches primarily located in Michigan, Illinois and Minnesota with additional locations in Colorado, Ohio, South Dakota and Wisconsin (our "primary banking markets"). We also conduct business across all 50 states and Canada through our specialty lending and leasing businesses.

References herein to "TCF Financial" or the "Holding Company" refer to TCF Financial Corporation on an unconsolidated basis. TCF Financial Corporation (together with its direct and indirect subsidiaries, are referred to as "we," "us," "our," "TCF" or the "Corporation".



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Supporting Team Members, Customers and Communities through the COVID-19 Pandemic and Civil Unrest

To support our team members we have:
Implemented health and safety policies, protocols and guidelines while ensuring adequate PPE and cleaning supplies are available at all locations in response to the COVID-19 pandemic;
developed a thoughtful return to work approach where team members are returning in phases based on safety guidelines and local restrictions while evaluating lessons learned and opportunities for a more flexible workspace strategy in the future; and
established various internal initiatives to increase awareness of diversity and inclusion issues including launching the Executive Diversity and Inclusion Council, providing executive office hours for team members to have candid discussions with leaders regarding diversity issues, required unconscious bias training for all team members and provided the opportunity for team members to connect with community thought leaders through TCF Talks: The Color Line to discuss racial equity issues held on Juneteenth.

To support our customers we have:
Assisted customers in response to the COVID-19 pandemic via loan and lease deferrals with $1.8 billion of unpaid principal balance on deferral status as of June 30, 2020 ($1.5 billion of commercial unpaid principal balance and $327.1 million of consumer unpaid principal balance); and
assisted business and commercial customers via $1.9 billion of total loans funded through the Paycheck Protection Program ("PPP").

To support our communities we have:
Expanded closing costs assistance program through the Heart and Home Lending Program providing up to $2 million of annualized grants to help cover closing costs for qualified low-to-moderate income home buyers;
partnered with Wayne County, Michigan to provide fast relief through low-interest loans to help small businesses in the Detroit area;
provided $700 thousand in donations to organizations that offered programs and resources to underserved communities impacted by COVID-19; and
committed $250 thousand for relief efforts supporting Great Lakes Bay Region community organizations and a $10 million Hardship Lending Program to support residents and business impacted by dam failures and historic flooding in the Midland, Michigan area.

The COVID-19 pandemic has resulted in historic job losses and decreases in economic activity. While the duration and full extent of job losses and magnitude of economic dislocation are not yet known, it is clear that they have impacted, and may impact in the future, the ability of individuals and small businesses to make payments, the value of underlying collateral and the ability of guarantors to make payments in the case of default, which may decrease consumer demand for our products and services and reduce our ability to access capital. As a result, we have faced and may continue to face a decrease in demand for certain products, reduced access to our branches by our customers, and disruptions in the operations of our vendors. The pandemic could also result in the recognition of additional credit losses in our loan and lease portfolios and increase our allowance for credit losses as both businesses and consumers are negatively impacted by the economic downturn. The extent of such impact will depend on the outcome of certain developments, including but not limited to, the duration and spread of the outbreak as well as its continuing impact on our customers, vendors, employees and the financial markets all of which are uncertain. See Part II, Item 1A, "Risk Factors - Risks related to the impact of COVID-19" for further discussion.

Merger of Equals

On August 1, 2019 (the "Merger Date"), TCF Financial Corporation, a Delaware corporation ("Legacy TCF"), merged with and into Chemical Financial Corporation, a Michigan corporation ("Chemical"), with Chemical surviving the merger (the "Merger") and being renamed TCF Financial Corporation. Immediately following the Merger, Chemical’s wholly owned bank subsidiary, Chemical Bank, a Michigan state-chartered bank, merged with and into TCF Bank, with TCF Bank surviving the Merger. Upon completion of the Merger, Chemical was renamed TCF Financial Corporation.



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The Merger was accounted for as a reverse merger using the acquisition method of accounting, therefore, Legacy TCF was deemed the acquirer for financial reporting purposes, even though Chemical was the legal acquirer. Accordingly, Legacy TCF's historical financial statements are the historical financial statements of the combined company for all periods before the Merger Date. Our results of operations for the first and second quarters of 2020 include the results of operations of the post-Merger combined TCF. Results for the first half of 2019 reflect only those of Legacy TCF and do not include the results of operations of Chemical. Accordingly, comparisons of our results for the second quarter of 2020 to the second quarter of 2019 and the six months ended June 30, 2020 to the six months ended June 30, 2019 may not be meaningful. The number of shares issued and outstanding, earnings per share, additional paid-in-capital and all references to share quantities of TCF have been retrospectively adjusted to reflect the equivalent number of shares issued in the Merger. See "Note 2. Merger" of the Notes to Consolidated Financial Statements for further information.

Business Overview

Net interest income, the difference between interest income earned on loans and leases, investments securities and other earning assets (interest income) and interest paid on deposits and borrowings (interest expense), represented 74.0% of our total revenue for the three months ended June 30, 2020, compared with 74.6% and 69.8% of our total revenue for the three months ended March 31, 2020 and June 30, 2019, respectively. Net interest income represented 74.3% of our total revenue for the six months ended June 30, 2020, compared with 70.5% of our total revenue for the six months ended June 30, 2019. Net interest income can change significantly from period to period based on interest rates, customer prepayment patterns and the volume and mix of interest-earning assets, noninterest-bearing deposits and interest-bearing liabilities. We manage the risk of changes in interest rates on our net interest income through TCF's Asset & Liability Committee ("ALCO") and through related interest rate risk monitoring and management policies. See "Part I, Item 3. Quantitative and Qualitative Disclosures about Market Risk" for further discussion.

Noninterest income is a significant source of our revenue and an important component of our results of operations. The significant components of noninterest income are leasing revenue, fees and service charges on deposit accounts, net gains on sales of loans and leases, card and ATM revenue, wealth management revenue and servicing fee revenue. Leasing revenue generates noninterest income primarily from operating and sales-type leases. Primary drivers of fees and service charges include the number of customers we attract, the customers' level of engagement and the frequency with which the customer uses our solutions. Providing a wide range of consumer banking services is an integral component of our business philosophy. We sell loans, primarily secured by consumer real estate, which results in gains on sales, as well as servicing fee income. Primary drivers of gains on sales include our ability to originate loans, identify loan buyers and execute loan sales.

The following portions of this Management's Discussion and Analysis of Financial Condition and Results of Operations ("Management's Discussion and Analysis") focus in more detail on the results of operations for the three and six months ended June 30, 2020, the three months ended March 31, 2020, and the three and six months ended June 30, 2019 and on information about our financial condition, loan and lease portfolio, liquidity, funding resources, capital and other matters. This discussion should be read in conjunction with the Consolidated Financial Statements and accompanying notes appearing in this report and the Consolidated Financial Statements and related notes and disclosures in our 2019 Annual Report on Form 10-K.

Critical Accounting Estimates

Our Consolidated Financial Statements are prepared in accordance with United States generally accepted accounting principles ("GAAP"), Securities and Exchange Commission ("SEC") rules and interpretive releases and general practices within our industry. Application of these principles requires management to make estimates, assumptions and complex judgments that affect the amounts reported in our Consolidated Financial Statements and accompanying notes. These estimates, assumptions and judgments are based on historical experience and various assumptions that we believe to be reasonable as of the date of the financial statements; accordingly, as this information changes, our Consolidated Financial Statements could reflect different estimates, assumptions and judgments. Actual results could differ significantly from those estimates.



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Certain accounting measurements inherently have a greater reliance on the use of estimates, assumptions and judgments and, as such, have a greater possibility of producing results that could be materially different than originally reported. We use third-party sources to assist us with developing certain estimates, assumptions and judgments regarding certain amounts reported in our Consolidated Financial Statements and accompanying notes. When using third-party sources, management remains responsible for complying with GAAP. To meet management's responsibilities, we have processes in place to develop an understanding of the third-party methodologies used and to design and implement internal controls.

We have identified the determination of the allowance for credit losses (loans and leases), accounting for business combinations (including fair value of purchased loans and leases and core deposit intangibles), and the evaluation of goodwill impairment to be the accounting areas that require the most subjective or complex judgments and, as such, could be most subject to revision as new or additional information becomes available or circumstances change, including overall changes in the economic climate and/or market interest rates. Therefore, we consider them to be critical accounting estimates and discuss them directly with the Audit Committee of our Board of Directors.

Our significant accounting estimate related to accounting for business combinations is more fully described in the Critical Accounting Estimates section of this Management's Discussion and Analysis of Financial Condition within our audited Consolidated Financial Statements and notes thereto and additionally described in our Annual Report on Form 10-K for the year ended December 31, 2019. As a result of our adoption of CECL as of January 1, 2020, we have made updates to our allowance for credit losses accounting measurements as detailed below. We have also provided updates regarding the evaluation of goodwill impairment below.

Updates to Critical Accounting Estimates

Allowance for Credit Losses

The allowance for credit losses ("ACL") represents management's estimate of current credit losses expected to be incurred in the loan and lease portfolios over the remaining expected life of each financial asset at the balance sheet date, including known or anticipated problem loans and leases, as well as for loans and leases which are not currently known to require specific allowances. The ACL includes the allowance for loan and lease losses ("ALLL") and a reserve for unfunded lending commitments ("RULC"). Determining the amount of the ACL is considered a critical accounting estimate because it requires significant judgment and the use of estimates related to the amounts and timing of expected future cash flows, adjustments for forward-looking information, estimates of losses based on measurement date credit risk characteristics and consideration of other qualitative factors, all of which may be susceptible to significant change.

Events that are not within our control, such as changes in economic conditions, could change subsequent to the end of the period covered by this Quarterly Report on Form 10-Q, and could cause the ACL to be overstated or understated. The amount of ACL is affected by net charge-offs, which decrease the ACL, and the provision for credit losses charged to earnings, which increases or decreases the ACL.

The amount of the ACL significantly depends on management's estimates of key factors and assumptions affecting valuation, appraisals of collateral, evaluations of performance and status, the amounts and timing of future cash flows expected to be received, forecasts of future economic conditions and reversion periods. Such estimates, appraisals, evaluations, cash flows and forecasts may be subject to frequent adjustments due to changing economic prospects of borrowers, lessees, properties or economic conditions. These estimates are reviewed quarterly and adjustments, if necessary, are recorded in the provision for credit losses in the periods in which they become known.

See "Note 3. Summary of Significant Accounting Policies" and "Note 8. Allowance for Credit Losses and Credit Quality" of the Consolidated Financial Statements for additional disclosure regarding our ACL.

Goodwill

Goodwill represents the excess of the purchase price of our business acquisition and other purchases of bank branches and other businesses over the fair value of the net assets acquired. Goodwill is not amortized, but rather is tested by management annually in the fourth quarter for impairment, or more frequently if triggering events occur and indicate potential impairment, in accordance with ASC Topic 350-20, Goodwill (ASC 350-20). ASC 350-20 allows an entity to assess qualitative factors to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount. ASC 350-20 also allows an entity to bypass the qualitative assessment approach and determine if goodwill is impaired utilizing a quantitative assessment approach.


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Given the economic deterioration due to the COVID-19 pandemic, during both the first and second quarters of 2020, we evaluated whether it was more-likely-than-not that the fair value of any reporting unit was less than its carrying amount. We assessed economic conditions, including projections of the duration of current conditions and timing of a potential recovery; industry and market considerations; government intervention and regulatory updates; the impact of recent events to financial performance and cost factors of the reporting units including Merger synergies; the market price of our common stock and other relevant events. At the conclusion of each assessment, we determined that it was not more-likely-than-not that the fair value of each reporting unit was less than its carrying amount.

We could incur impairment charges related to goodwill in the future due to changes in financial results or other matters that could affect the fair value of our reporting units.




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Selected Financial Data

The following table provides our selected financial information for the periods and at the dates indicated. This information should be read together with our Consolidated Financial Statements and the related notes thereto, which are included elsewhere in this report. Our financial results were significantly impacted by the Merger, and periods before the Merger reflect financial data of Legacy TCF, while periods after the Merger reflect financial data for the combined company. Earnings per share and share quantities of TCF have been retrospectively adjusted to reflect the equivalent number of shares issued in the Merger. As noted in the following table, we have included certain non-GAAP financial measures, which should be read in conjunction with the section entitled "Non-GAAP Financial Measures" and the accompanying table entitled "Reconciliation of Non-GAAP Operating Results," for an explanation of the use of non-GAAP financial measures in this Quarterly Report on Form 10-Q and a reconciliation of non-GAAP measures to the most directly comparable GAAP financial measure. Historical data is not necessarily indicative of TCF's future results of operations or financial condition.
 
 
For the Three Months Ended
 
For the Six Months Ended
(Dollars in thousands, except per share data)
 
June 30, 2020
 
March 31, 2020
 
June 30, 2019
 
June 30, 2020
 
June 30, 2019
Consolidated Income:
 
 
 
 
 
 
 
 
 
 
Interest income
 
$
438,370

 
$
495,392

 
$
310,781

 
$
933,762

 
$
617,675

Interest expense
 
60,011

 
93,911

 
56,724

 
153,922

 
109,189

Net interest income
 
378,359

 
401,481

 
254,057

 
779,840

 
508,486

Noninterest income
 
133,054

 
136,963

 
109,718

 
270,017

 
213,222

Total revenue
 
511,413

 
538,444

 
363,775

 
1,049,857

 
721,708

Provision for credit losses
 
78,726

 
96,943

 
13,569

 
175,669

 
23,691

Noninterest expense
 
400,241

 
374,599

 
236,849

 
774,840

 
489,924

Income before income tax expense
 
32,446

 
66,902

 
113,357

 
99,348

 
208,093

Income tax expense
 
6,213

 
13,086

 
19,314

 
19,299

 
40,601

Income attributable to non-controlling interest
 
2,469

 
1,917

 
3,616

 
4,386

 
6,571

Net income attributable to TCF
 
23,764

 
51,899

 
90,427

 
75,663

 
160,921

Preferred stock dividends
 
2,494

 
2,493

 
2,494

 
4,987

 
4,987

Net income available to common shareholders
 
$
21,270

 
$
49,406

 
$
87,933

 
$
70,676

 
$
155,934

Earnings per common share:
 
 
 
 
 
 
 
 
 
 
Basic
 
$
0.14

 
$
0.33

 
$
1.07

 
$
0.47

 
$
1.89

Diluted
 
0.14

 
0.32

 
1.07

 
0.47

 
1.89

Financial Ratios:
 
 
 
 
 
 
 
 
 
 
Return on average assets ("ROAA")(1)
 
0.21
%
 
0.46
%
 
1.54
%
 
0.33
%
 
1.38
%
Return on average common equity ("ROACE")(1)
 
1.56

 
3.64

 
14.27

 
2.59

 
12.86

Return on average tangible common equity ("ROATCE")(1)(2)
 
2.57

 
5.42

 
15.46

 
3.99

 
13.96

Net interest margin
 
3.33

 
3.73

 
4.46

 
3.52

 
4.52

Net interest margin (FTE)(1)(3)(4)
 
3.35

 
3.76

 
4.49

 
3.55

 
4.55

Dividend payout ratio
 
250.00

 
109.38

 
27.59

 
148.94

 
31.24

Efficiency ratio
 
78.26

 
69.57

 
65.11

 
73.80

 
67.88

Credit Quality Ratios:
 
 
 
 
 
 
 
 
 
 
Net charge-offs as a percentage of average loans and leases(1)
 
0.04

 
0.06

 
0.29

 
0.05

 
0.34

Adjusted Financial Results (non-GAAP):
 
 
 
 
 
 
 
 
 
 
Adjusted net income attributable to TCF(2)
 
$
84,862

 
$
89,855

 
$
93,650

 
$
174,717

 
$
171,350

Adjusted diluted earnings per common share(2)
 
$
0.54

 
$
0.57

 
$
1.11

 
$
1.12

 
$
2.02

Adjusted ROAA(1)(2)
 
0.70
%
 
0.78
%
 
1.59
%
 
0.74
%
 
1.46
%
Adjusted ROACE(1)(2)
 
6.03

 
6.43

 
14.79

 
6.23

 
13.72

Adjusted ROATCE(1)(2)
 
8.70

 
9.24

 
16.02

 
8.97

 
14.89

Adjusted efficiency ratio (non-GAAP)(2)
 
59.80

 
58.24

 
61.48

 
58.99

 
63.56

(1)
Annualized.
(2)
See section entitled "Non-GAAP Financial Measures" for further information.
(3)
Net interest income on a fully tax-equivalent ("FTE") basis divided by average interest-earning assets.
(4)
Presented on a tax-equivalent basis using a 21% tax rate for each period presented.


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(Dollars in thousands)
 
At June 30, 2020
 
At December 31, 2019
Consolidated Financial Condition:
 
 
 
 
Loans and leases
 
$
35,535,824

 
$
34,497,464

Total assets
 
50,062,460

 
46,651,553

Deposits
 
39,210,872

 
34,468,463

Borrowings
 
3,709,906

 
5,023,593

Total equity
 
5,658,555

 
5,727,241

Financial Ratios:
 
 
 
 
Common equity to assets
 
10.92
%
 
11.87
%
Tangible common equity as a percent of tangible assets (non-GAAP)(1)
 
8.22

 
9.01

Total risk-based capital ratio
 
13.47

 
12.70

Book value per common share
 
$
35.91

 
$
36.20

Tangible book value per common share (non-GAAP)(1)
 
26.25

 
26.60

Credit Quality Ratios:
 
 
 
 
Nonaccrual loans and leases as a percentage of total loans and leases(2)
 
0.82
%
 
0.49
%
Nonperforming assets as a percentage of total loans and leases and other real estate owned
 
0.94

 
0.59

Allowance for loan and lease losses as a percentage of total nonaccrual loans and leases
 
158.21

 
66.64

Allowance for credit losses as a percentage of total nonaccrual loans and leases
 
172.89

 
68.71

Allowance for loan and lease losses as a percentage of total loans and leases
 
1.30

 
0.33

Allowance for credit losses as a percentage of total loans and leases
 
1.42

 
0.34

(1)
See section entitled "Non-GAAP Financial Measures" for further information.
(2)
Prior to the adoption of CECL as of January 1, 2020, purchased credit impaired loans were not classified as nonaccrual loans because they were recorded at their net realizable value based on the principal and interest expected to be collected on the loans. At January 1, 2020, $73.4 million of previous purchased credit impaired loans were classified as nonaccrual loans.

Results of Operations

Performance Summary We reported net income of $23.8 million for the three months ended June 30, 2020, compared with $51.9 million for the three months ended March 31, 2020, and $90.4 million for the three months ended June 30, 2019. Merger-related expenses included in net income totaled $81.6 million for the three months ended June 30, 2020, $36.7 million for the three months ended March 31, 2020 and $4.2 million for the three months ended June 30, 2019. Notable items, on a pre-tax basis, for the three months ended June 30, 2020, included $14.2 million of gains on sales of branches, net of expense related to branch exit costs, $8.9 million of loan servicing rights impairment and $0.9 million of expense related to the sale of the Legacy TCF auto finance portfolio. Notable items, for the three months ended March 31, 2020, included $8.2 million of loan servicing rights impairment and $3.1 million of expenses related to the sale of the Legacy TCF auto finance portfolio. Adjusted net income, a non-GAAP financial measure that excludes merger-related expenses and the identified notable items, net of tax, was $84.9 million for the three months ended June 30, 2020, compared with $89.9 million for the three months ended March 31, 2020 and $93.7 million for the three months ended June 30, 2019. See "Non-GAAP Financial Measures" in this Management's Discussion and Analysis for further information.

We reported net income of $75.7 million for the six months ended June 30, 2020, compared with $160.9 million for the six months ended June 30, 2019. Merger-related expenses included in net income totaled $118.3 million for the six months ended June 30, 2020, compared to $13.7 million for the six months ended June 30, 2019. Notable items, on a pre-tax basis, for the six months ended June 30, 2020, included $17.1 million of loan servicing rights impairment, $14.2 million of gains on sales of branches, net of expense related to branch exit costs and $4.0 million of expense related to the sale of the Legacy TCF auto finance portfolio. Adjusted net income, a non-GAAP financial measure that excludes merger-related expenses and the identified notable items, net of tax, was $174.7 million for the six months ended June 30, 2020, compared with $171.4 million for the six months ended June 30, 2019. See "Non-GAAP Financial Measures" in this Management's Discussion and Analysis for further information.


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We reported diluted earnings per common share of $0.14 for the three months ended June 30, 2020, compared with $0.32 for the three months ended March 31, 2020, and $1.07 for the three months ended June 30, 2019. For the six months ended June 30, 2020, we reported diluted earnings per common share of $0.47, compared to $1.89 for the six months ended June 30, 2019. Adjusted diluted earnings per common share, a non-GAAP financial measure that excludes merger-related expenses and notable items was $0.54 for the three months ended June 30, 2020, compared to $0.57 for the three months ended March 31, 2020 and $1.11 for the three months ended June 30, 2019. Adjusted diluted earnings per common share for the six months ended June 30, 2020 was $1.12, compared to $2.02 for the six months ended June 30, 2019. See "Non-GAAP Financial Measures" in this Management's Discussion and Analysis for further information.

The following table provides our financial ratios and the adjusted ratios (non-GAAP), which exclude merger-related expenses and notable items.
Summary of Financial Ratios
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
For the Three Months Ended
 
For the Six Months Ended
 
Change From
 
June 30, 2020
 
March 31, 2020
 
June 30, 2019
 
June 30, 2020
 
June 30, 2019
 
Three Months Ended
Six Months Ended
 
 
 
 
 
 
March 31, 2020
 
June 30, 2019
June 30, 2019
Return on average assets ("ROAA")(1)
0.21
%
 
0.46
%
 
1.54
%
 
0.33
%
 
1.38
%
 
(25
)
bps
 
(133
)
bps
(105
)
bps
ROACE(1)
1.56

 
3.64

 
14.27

 
2.59

 
12.86

 
(208
)
 
 
(1,271
)
 
(1,027
)
 
ROATCE (non-GAAP)(1)(2)
2.57

 
5.42

 
15.46

 
3.99

 
13.96

 
(285
)
 
 
(1,289
)
 
(997
)
 
Efficiency ratio
78.26

 
69.57

 
65.11

 
73.80

 
67.88

 
869

 
 
1,315

 
592

 
Adjusted Financial Results (non-GAAP)
 
 
 
 
 
 
 
 
 
 
 
 
 

 

 
Adjusted ROAA(1)(2)
0.70
%
 
0.78
%
 
1.59
%
 
0.74
%
 
1.46
%
 
(8
)
bps
 
(89
)
bps
(72
)
bps
Adjusted ROACE(1)(2)
6.03

 
6.43

 
14.79

 
6.23

 
13.72

 
(40
)
 
 
(876
)
 
(749
)
 
Adjusted ROATCE(1)(2)
8.70

 
9.24

 
16.02

 
8.97

 
14.89

 
(54
)
 
 
(732
)
 
(592
)

Adjusted efficiency ratio(2)
59.80

 
58.24

 
61.48

 
58.99

 
63.56

 
156

 
 
(168
)
 
(457
)
 
(1)
Annualized.
(2)
See section entitled "Non-GAAP Financial Measures" in this Management's Discussion and Analysis for further information.

Consolidated Income Statement Analysis

Net Interest Income Net interest income was $378.4 million for the three months ended June 30, 2020, compared with $401.5 million for the three months ended March 31, 2020 and $254.1 million for the three months ended June 30, 2019. Net interest income was $779.8 million for the six months ended June 30, 2020, compared to $508.5 million for the six months ended June 30, 2019. Net interest income, our largest source of net revenue (net interest income plus noninterest income), represented 74.0% of our total revenue for the three months ended June 30, 2020, 74.6% for the three months ended March 31, 2020 and 69.8% for the three months ended June 30, 2019. Net interest income represented 74.3% of our total revenue for the six months ended June 30, 2020, compared to 70.5% for the six months ended June 30, 2019. The decrease in net interest income for the three months ended June 30, 2020, compared to the three months ended March 31, 2020, was primarily due to the full quarter impact of the Federal Reserve's rate cuts in addition to a decrease in the benefit provided by purchase accounting accretion and amortization and higher average cash balances. The increase in net interest income for the three and six months ended June 30, 2020, compared to the three and six months ended June 30, 2019, was primarily due to the increase in interest-earning assets acquired in the Merger, partially offset by the increase in interest-bearing liabilities acquired in the Merger.

Net interest income, on a fully tax-equivalent ("FTE") basis, a non-GAAP financial measure, was $381.4 million and $785.9 million for the three and six months ended June 30, 2020, respectively, compared to $404.5 million for the three months ended March 31, 2020 and $255.4 million and $511.5 million for the three and six months ended June 30, 2019, respectively. Net interest income (FTE), a non-GAAP financial measure, is the difference between interest income and interest expense adjusted for the tax benefit received on tax-exempt loans, leases and investment securities.



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Net interest margin was 3.33% for the three months ended June 30, 2020, compared with 3.73% for the three months ended March 31, 2020 and 4.46% for the three months ended June 30, 2019. Net interest margin was 3.52% for the six months ended June 30, 2020, compared to 4.52% for the six months ended June 30, 2019. Net interest margin (FTE) was 3.35% for the three months ended June 30, 2020, compared with 3.76% for the three months ended March 31, 2020 and 4.49% for the three months ended June 30, 2019. Net interest margin (FTE) was 3.55% for the six months ended June 30, 2020, compared to 4.55% for the six months ended June 30, 2019. Net interest margin (FTE) is calculated by dividing net interest income (FTE) by average interest-earning assets, expressed as a percentage, annualized as applicable. Net interest income and net interest margin are affected by (i) changes in prevailing short- and long-term interest rates, (ii) loan, lease and deposit pricing strategies and competitive conditions, (iii) the volume and mix of interest-earning assets, noninterest-bearing deposits and interest-bearing liabilities, (iv) the level of nonaccrual loans and leases and other real estate owned, (v) the impact of modified loans and leases, and (vi) changes in customer demand for products due to economic events. The decrease in both net interest margin and net interest margin (FTE) for the three months ended June 30, 2020, compared to the three months ended March 31, 2020, was primarily due to the full quarter impact of the Federal Reserve's rate cuts in addition to a decrease in the benefit provided by purchase accounting accretion and amortization and higher average cash balances, partially offset by a lower cost of funds. The decreases in both net interest margin and net interest margin (FTE) for the three and six months ended June 30, 2020, compared to the three and six months ended June 30, 2019, was primarily due to a decrease in the yield earned on loans and leases added as a result of the lower average yields added to the portfolio through the Merger in addition to the impact of the Federal Reserve's rate cuts. Adjusted net interest margin (FTE), excluding purchase accounting accretion and amortization and the impact of PPP loans, a non-GAAP financial measure, was 3.20% for the three months ended June 30, 2020, compared to 3.53% for the three months ended March 31, 2020 and 4.49% for the three months ended June 30, 2019. Adjusted net interest margin (FTE), excluding purchase accounting accretion and amortization and the impact of PPP loans, a non-GAAP financial measure, was 3.36% for the six months ended June 30, 2020, compared to 4.55% for the six months ended June 30, 2019. See the tables following for a reconciliation of net interest margin (FTE).

The following tables present the average balances of our major categories of assets and liabilities, interest income and expense on a FTE basis, average interest rates earned and paid on the assets and liabilities, net interest income (FTE), net interest spread and net interest margin for the three months ended June 30, 2020, March 31, 2020 and June 30, 2019, and for the six months ended June 30, 2020 and June 30, 2019. The presentation of net interest income on a FTE basis is not in accordance with GAAP but is customary in the banking industry. This non-GAAP measure ensures comparability of net interest income arising from both taxable and tax-exempt loans and investment securities.


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Three Months Ended
 
June 30, 2020
 
March 31, 2020
 
June 30, 2019
(Dollars in thousands)
Average
Balance
 
Interest(1)
 
Yields &
Rates
(1)(2)
 
Average
Balance
 
Interest(1)
 
Yields &
Rates
(1)(2)
 
Average
Balance
 
Interest(1)
 
Yields &
Rates
(1)(2)
Assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Federal Home Loan Bank and Federal Reserve Bank stocks
$
401,532

 
$
4,376

 
4.38
%
 
$
454,675

 
$
3,152

 
2.79
%
 
$
112,118

 
$
1,093

 
3.91
%
Investment securities held-to-maturity
132,054

 
71

 
0.21

 
136,277

 
560

 
1.64

 
146,296

 
924

 
2.53

Investment securities available-for-sale:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Taxable
5,730,762

 
32,434

 
2.26

 
5,892,006

 
40,360

 
2.74

 
2,711,984

 
21,117

 
3.11

Tax-exempt(3)
743,744

 
5,221

 
2.81

 
773,468

 
5,503

 
2.85

 
222,534

 
1,530

 
2.75

Loans and leases held-for-sale
356,671

 
3,322

 
3.73

 
138,058

 
1,561

 
4.53

 
40,835

 
599

 
5.88

Loans and leases(3)(4)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
12,713,714

 
140,576

 
4.41

 
11,827,315

 
160,802

 
5.42

 
6,683,060

 
109,679

 
6.56

Commercial real estate
9,658,124

 
95,373

 
3.91

 
9,291,540

 
117,743

 
5.01

 
3,069,969

 
39,204

 
5.05

Lease financing
2,712,291

 
33,803

 
4.99

 
2,682,323

 
34,156

 
5.09

 
2,565,175

 
32,899

 
5.13

Residential mortgage
6,326,227

 
62,023

 
3.93

 
6,113,279

 
61,379

 
4.02

 
2,337,818

 
28,665

 
4.91

Consumer installment
1,459,446

 
17,703

 
4.88

 
1,517,412

 
19,742

 
5.23

 
1,586,633

 
22,262

 
5.63

Home equity
3,509,107

 
45,314

 
5.19

 
3,514,278

 
51,103

 
5.85

 
2,997,050

 
51,588

 
6.90

Total loans and leases(3)(4)
36,378,909

 
394,792

 
4.33

 
34,946,147

 
444,925

 
5.08

 
19,239,705

 
284,297

 
5.91

Interest-bearing deposits with banks and other
1,587,665

 
1,186

 
0.30

 
538,971

 
2,314

 
1.72

 
280,075

 
2,557

 
3.64

Total interest-earning assets
45,331,337

 
441,402

 
3.88

 
42,879,602

 
498,375

 
4.64

 
22,753,547

 
312,117

 
5.48

Other assets
4,384,779

 
 
 
 
 
4,105,824

 
 
 
 
 
1,730,275

 
 
 
 
Total assets
$
49,716,116

 
 
 
 
 
$
46,985,426

 
 
 
 
 
$
24,483,822

 
 
 
 
Liabilities and Equity:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Noninterest-bearing deposits
$
9,830,687

 
 
 
 
 
$
7,929,933

 
 
 
 
 
$
3,980,811

 
 
 
 
Interest-bearing deposits:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Checking
6,649,288

 
2,329

 
0.14

 
5,990,309

 
5,830

 
0.39

 
2,479,814

 
440

 
0.07

Savings
9,082,184

 
8,930

 
0.40

 
8,589,815

 
13,669

 
0.64

 
6,452,510

 
12,314

 
0.77

Money market
5,380,547

 
8,782

 
0.66

 
4,792,248

 
14,855

 
1.25

 
1,430,556

 
4,588

 
1.29

Certificates of deposit
7,491,502

 
26,744

 
1.44

 
7,329,632

 
33,065

 
1.81

 
4,527,822

 
23,304

 
2.06

Total interest-bearing deposits
28,603,521

 
46,785

 
0.66

 
26,702,004

 
67,419

 
1.02

 
14,890,702

 
40,646

 
1.09

Total deposits
38,434,208

 
46,785

 
0.49

 
34,631,937

 
67,419

 
0.78

 
18,871,513

 
40,646

 
0.86

Borrowings:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Short-term borrowings
3,016,490

 
4,085

 
0.54

 
2,689,262

 
10,582

 
1.56

 
321,043

 
2,131

 
2.63

Long-term borrowings
1,072,394

 
9,141

 
3.40

 
2,608,204

 
15,910

 
2.42

 
1,657,527

 
13,946

 
3.34

Total borrowings
4,088,884

 
13,226

 
1.29

 
5,297,466

 
26,492

 
1.98

 
1,978,570

 
16,077

 
3.23

Total interest-bearing liabilities
32,692,405

 
60,011

 
0.74

 
31,999,470

 
93,911

 
1.18

 
16,869,272

 
56,723

 
1.34

Total deposits and borrowings
42,523,092

 
60,011

 
0.57

 
39,929,403

 
93,911

 
0.94

 
20,850,083

 
56,723

 
1.09

Other liabilities
1,534,769

 
 
 
 
 
1,425,536

 
 
 
 
 
969,723

 
 
 
 
Total liabilities
44,057,861

 
 
 
 
 
41,354,939

 
 
 
 
 
21,819,806

 
 
 
 
Total TCF Financial Corporation shareholders' equity
5,630,133

 
 
 
 
 
5,605,159

 
 
 
 
 
2,634,386

 
 
 
 
Non-controlling interest in subsidiaries
28,122

 
 
 
 
 
25,328

 
 
 
 
 
29,630

 
 
 
 
Total equity
5,658,255

 
 
 
 
 
5,630,487

 
 
 
 
 
2,664,016

 
 
 
 
Total liabilities and equity
$
49,716,116

 
 
 
 
 
$
46,985,426

 
 
 
 
 
$
24,483,822

 
 
 
 
Net interest spread (FTE)
 
 
 
 
3.31

 
 
 
 
 
3.70

 
 
 
 
 
4.39

Net interest income (FTE) and net interest margin (FTE)
 
 
$381,391
 
3.35

 
 
 
$404,464
 
3.76

 
 
 
$255,394
 
4.49

Reconciliation of Net Interest Income (FTE) and Net Interest Margin (FTE)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net interest income and net interest margin (GAAP)
 
 
$
378,359

 
3.33
%
 
 
 
$
401,481

 
3.73
%
 
 
 
$
254,057

 
4.46%
Adjustments for taxable equivalent interest(1)(3)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loans and leases
 
 
$
1,966

 
 
 
 
 
$
1,829

 
 
 
 
 
$
1,015

 
 
Tax-exempt investment securities
 
 
1,066

 
 
 
 
 
1,154

 
 
 
 
 
322

 
 
Total FTE adjustments
 
 
3,032

 
 
 
 
 
2,983

 
 
 
 
 
1,337

 
 
Net interest income (FTE) and net interest margin (FTE)
 
 
$
381,391

 
3.35
%
 
 
 
$
404,464

 
3.76
%
 
 
 
$
255,394

 
4.49%
(1)
Interest and yields are presented on a FTE basis.
(2)
Annualized.
(3)
The yield on tax-exempt loans, leases and investment securities available-for-sale is computed on a FTE basis using a statutory federal income tax rate of 21%.
(4)
Average balances of loans and leases include nonaccrual loans and leases and are presented net of unearned income.


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Six Months Ended
 
June 30, 2020
 
June 30, 2019
(Dollars in thousands)
Average
Balance
 
Interest(1)
 
Yields and Rates(1)(2)
 
Average
Balance
 
Interest(1)
 
Yields and Rates(1)(2)
Assets:
 
 
 
 
 
 
 
 
 
 
 
Federal Home Loan Bank and Federal Reserve Bank stocks
$
428,103

 
$
7,528

 
3.54
%
 
$
108,646

 
$
2,054

 
3.81
%
Investment securities held-to-maturity
134,166

 
631

 
0.94

 
146,922

 
1,459

 
1.99

Investment securities available-for-sale:
 
 
 
 
 
 
 
 
 
 
 
Taxable
5,811,384

 
72,794

 
2.51

 
2,418,222

 
37,248

 
3.08

Tax-exempt(3)
758,606

 
10,724

 
2.83

 
368,951

 
4,927

 
2.67

Loans and leases held-for-sale
247,364

 
4,883

 
3.95

 
47,980

 
1,424

 
5.97

Loans and leases(3)(4)
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
12,270,514

 
301,378

 
4.90

 
6,589,631

 
216,395

 
6.59

Commercial real estate
9,474,832

 
213,116

 
4.45

 
2,994,221

 
76,941

 
5.11

Lease financing
2,697,307

 
67,959

 
5.04

 
2,546,364

 
65,283

 
5.13

Residential mortgage
6,219,753

 
123,402

 
3.97

 
2,341,827

 
58,123

 
4.99

Consumer installment
1,488,429

 
37,445

 
5.06

 
1,718,987

 
47,762

 
5.60

Home equity
3,511,693

 
96,417

 
5.52

 
3,022,449

 
104,040

 
6.94

Total loans and leases(3)(4)
35,662,528

 
839,717

 
4.70

 
19,213,479

 
568,544

 
5.94

Interest-bearing deposits with banks and other
1,063,319

 
3,500

 
0.66

 
270,867

 
5,078

 
3.75

Total interest-earning assets
44,105,470

 
939,777

 
4.25

 
22,575,067

 
620,734

 
5.52

Other assets
4,245,301

 
 
 
 
 
1,721,355

 
 
 
 
Total assets
$
48,350,771

 
 
 
 
 
$
24,296,422

 
 
 
 
Liabilities and Equity:
 
 
 
 
 
 
 
 
 
 
 
Noninterest-bearing deposits
$
8,880,310

 
 
 
 
 
$
3,950,447

 
 
 
 
Interest-bearing deposits:
 
 
 
 
 
 
 
 
 
 
 
Checking
6,319,799

 
8,159

 
0.26

 
2,468,852

 
827

 
0.07

Savings
8,836,000

 
22,599

 
0.51

 
6,353,800

 
22,984

 
0.73

Money market
5,086,397

 
23,637

 
0.93

 
1,460,427

 
9,041

 
1.25

Certificates of deposit
7,410,567

 
59,809

 
1.62

 
4,574,710

 
45,402

 
2.00

Total interest-bearing deposits
27,652,763

 
114,204

 
0.83

 
14,857,789

 
78,254

 
1.06

Total deposits
36,533,073

 
114,204

 
0.63

 
18,808,236

 
78,254

 
0.84

Borrowings:
 
 
 
 
 
 
 
 
 
 
 
Short-term borrowings
2,852,876

 
14,667

 
1.02

 
307,347

 
4,088

 
2.65

Long-term borrowings
1,840,299

 
25,051

 
2.71

 
1,579,613

 
26,847

 
3.39

Total borrowings
4,693,175

 
39,718

 
1.68

 
1,886,960

 
30,935

 
3.27

Total interest-bearing liabilities
32,345,938

 
153,922

 
0.95

 
16,744,749

 
109,189

 
1.31

Total deposits and borrowings
41,226,248

 
153,922

 
0.75

 
20,695,196

 
109,189

 
1.06

Other liabilities
1,480,152

 
 
 
 
 
979,359

 
 
 
 
Total liabilities
42,706,400

 
 
 
 
 
21,674,555

 
 
 
 
Total TCF Financial Corp. shareholders' equity
5,617,646

 
 
 
 
 
2,594,778

 
 
 
 
Non-controlling interest in subsidiaries
26,725

 
 
 
 
 
27,089

 
 
 
 
Total equity
5,644,371

 
 
 
 
 
2,621,867

 
 
 
 
Total liabilities and equity
$
48,350,771

 
 
 
 
 
$
24,296,422

 
 
 
 
Net interest spread (FTE)
 
 
 
 
3.50

 
 
 
 
 
4.46

Net interest income (FTE) and net interest margin (FTE)
 
 
$
785,855

 
3.55

 
 
 
$
511,545

 
4.55

Reconciliation of Net Interest Income (FTE) and Net Interest Margin (FTE)
 
 
 
 
 
 
 
 
 
 
 
Net interest income and net interest margin (GAAP)
 
 
$
779,840

 
3.52
%
 
 
 
$
508,486

 
4.52%
Adjustments for taxable equivalent interest(1)(3)
 
 
 
 
 
 
 
 
 
 
 
Loans and leases
 
 
3,795

 
 
 
 
 
2,024

 
 
Tax-exempt investment securities
 
 
2,220

 
 
 
 
 
1,035

 
 
Total FTE adjustments
 
 
6,015

 
 
 
 
 
3,059

 
 
Net interest income (FTE) and net interest margin (FTE)
 
 
$
785,855

 
 
 
 
 
$
511,545

 
 
(1)
Interest and yields are presented on a FTE basis.
(2)
Annualized.
(3)
The yield on tax-exempt loans, leases and investment securities available-for-sale is computed on a FTE basis using a statutory federal income tax rate of 21%.
(4)
Average balances of loans and leases include nonaccrual loans and leases and are presented net of unearned income.



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Volume and Rate Variance Analysis
 
Three Months Ended June 30, 2020 vs. March 31, 2020
 
Three Months Ended June 30, 2020 vs. June 30, 2019
 
Increase (Decrease)
Due to Changes in
 
 
 
Increase (Decrease)
Due to Changes in
 
 
(Dollars in thousands)
Average Volume(1)
 
Average Yield/Rate(1)
 
Total Change
 
Average Volume(1)
 
Average Yield/Rate(1)
 
Total Change
Changes in Interest Income on Interest-Earning Assets:
 
 
 
 
 
 
 
 
 
 
 
Federal Home Loan Bank and Federal Reserve Bank stocks
$
(405
)
 
$
1,629

 
$
1,224

 
$
3,137

 
$
146

 
$
3,283

Investment securities held-to-maturity
(17
)
 
(472
)
 
(489
)
 
(82
)
 
(771
)
 
(853
)
Investment securities available-for-sale:
 
 
 
 
 
 
 
 
 
 
 
Taxable
(1,078
)
 
(6,848
)
 
(7,926
)
 
18,350

 
(7,033
)
 
11,317

Tax-exempt
(74
)
 
(208
)
 
(282
)
 
3,658

 
33

 
3,691

Loans and leases held-for-sale
2,082

 
(321
)
 
1,761

 
3,019

 
(296
)
 
2,723

Loans and leases
17,676

 
(67,809
)
 
(50,133
)
 
202,250

 
(91,755
)
 
110,495

Interest-bearing deposits with banks and other
1,910

 
(3,038
)
 
(1,128
)
 
2,780

 
(4,151
)
 
(1,371
)
Total interest-earning assets
$
20,094

 
$
(77,067
)
 
$
(56,973
)
 
$
233,112

 
$
(103,827
)
 
$
129,285

Changes in Interest Expense on Interest-Bearing Liabilities:
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing deposits:
 
 
 
 
 
 
 
 
 
 
 
Checking
$
581

 
$
(4,082
)
 
$
(3,501
)
 
$
1,191

 
$
698

 
$
1,889

Savings
744

 
(5,483
)
 
(4,739
)
 
3,883

 
(7,267
)
 
(3,384
)
Money market
1,646

 
(7,719
)
 
(6,073
)
 
7,368

 
(3,174
)
 
4,194

Certificates of deposit
715

 
(7,036
)
 
(6,321
)
 
11,993

 
(8,553
)
 
3,440

Interest-bearing deposits
3,686

 
(24,320
)
 
(20,634
)
 
24,435

 
(18,296
)
 
6,139

Short-term borrowings
1,154

 
(7,651
)
 
(6,497
)
 
4,882

 
(2,928
)
 
1,954

Long-term borrowings
(11,623
)
 
4,854

 
(6,769
)
 
(5,047
)
 
242

 
(4,805
)
Total interest-bearing liabilities
$
(6,783
)
 
$
(27,117
)
 
$
(33,900
)
 
$
24,270

 
$
(20,982
)
 
$
3,288

Total change in net interest income (FTE)(2)
$
26,877

 
$
(49,950
)
 
$
(23,073
)
 
$
208,842

 
$
(82,845
)
 
$
125,997

(1)
Changes attributable to the combined impact of volume and rate have been allocated proportionately to the change due to volume and the change due to rate.
(2)
FTE basis using a federal income tax rate of 21%. The presentation of net interest income on a FTE basis is not in accordance with GAAP, but is customary in the banking industry.
 
Six Months Ended June 30, 2020 vs. June 30, 2019
 
Increase (Decrease)
Due to Changes in
 
 
(Dollars in thousands)
Average Volume(1)
 
Average Yield/Rate(1)
 
Total Change
Changes in Interest Income on Interest-Earning Assets:
 
 
 
 
 
Federal Home Loan Bank and Federal Reserve Bank stocks
$
5,594

 
$
(120
)
 
$
5,474

Investment securities held-to-maturity
(117
)
 
(711
)
 
(828
)
Investment securities available-for-sale:
 
 
 
 
 
Taxable
43,650

 
(8,104
)
 
35,546

Tax-exempt
5,492

 
305

 
5,797

Loans and leases held-for-sale
4,088

 
(629
)
 
3,459

Loans and leases
409,396

 
(138,223
)
 
271,173

Interest-bearing deposits with banks and other
5,317

 
(6,895
)
 
(1,578
)
Total interest-earning assets
$
473,420

 
$
(154,377
)
 
$
319,043

Changes in Interest Expense on Interest-Bearing Liabilities:
 
 
 
 
 
Interest-bearing deposits:
 
 
 
 
 
Checking
$
2,578

 
$
4,754

 
$
7,332

Savings
7,457

 
(7,842
)
 
(385
)
Money market
17,275

 
(2,679
)
 
14,596

Certificates of deposit
23,950

 
(9,543
)
 
14,407

Interest-bearing deposits
51,260

 
(15,310
)
 
35,950

Short-term borrowings
14,553

 
(3,974
)
 
10,579

Long-term borrowings
4,069

 
(5,865
)
 
(1,796
)
Total interest-bearing liabilities
$
69,882

 
$
(25,149
)
 
$
44,733

Total change in net interest income (FTE)(2)
$
403,538

 
$
(129,228
)
 
$
274,310

(1)
Changes attributable to the combined impact of volume and rate have been allocated proportionately to the change due to volume and the change due to rate.
(2)
FTE basis using a federal income tax rate of 21%. The presentation of net interest income on a FTE basis is not in accordance with GAAP, but is customary in the banking industry.


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Provision for Credit Losses The provision for credit losses was $78.7 million for the three months ended June 30, 2020, compared with $96.9 million for the three months ended March 31, 2020 and $13.6 million for the three months ended June 30, 2019. The provision for credit losses was $175.7 million for the six months ended June 30, 2020, compared with $23.7 million for the six months ended June 30, 2019. The decrease in the three months ended June 30, 2020 from the three months ended March 31, 2020 was primarily due to a decrease in loan originations excluding PPP loans. The PPP loans are individually guaranteed by the Small Business Administration and therefore the accounting under CECL does not require reserves to be recorded on such loans. The increase in both the three and six months ended June 30, 2020 from the three and six months ended June 30, 2019, was primarily due to high levels of change in both current and forecasted macroeconomic conditions, which are impacted by the COVID-19 pandemic and was additionally impacted by the adoption of CECL at January 1, 2020. Prior to the adoption of CECL on January 1, 2020, the allowance for credit losses was calculated under an incurred loss model which delayed recognition of loss until it was probable the loss had been incurred. The accounting under CECL considers current credit losses expected to be incurred in the loan and lease portfolios over the remaining expected life of each financial asset and considers expected future changes in macroeconomic conditions. In addition, as a result of the adoption of CECL, the provision for credit losses now includes the provision for unfunded lending commitments that was previously included within other noninterest expense. The provision for unfunded lending commitments was $20.6 million for the three months ended June 30, 2020 and $4.0 million for the three months ended March 31, 2020. The provision for unfunded lending commitments was $24.6 million for the six months ended June 30, 2020. The increase in the provision for unfunded lending commitments in the three and six months ended June 30, 2020, compared to the prior periods, was primarily due to high levels of change in both current and forecasted macroeconomic conditions, which are impacted by the COVID-19 pandemic and was additionally impacted by a decrease in line utilization. The provision for credit losses is predominantly a function of our reserving methodology used to determine the appropriate level of the allowance for credit losses, which is a critical accounting estimate. Additional deterioration in macroeconomic conditions could result in the recognition of additional credit losses in our loan and lease portfolios and increase our allowance for credit losses as both businesses and consumers are negatively impacted by the economic downturn in future periods.

An analysis of the allowance for credit losses is presented under "Consolidated Financial Condition Analysis — Credit Quality" in this Management's Discussion and Analysis.



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Noninterest Income The components of noninterest income were as follows:
 
Three Months Ended
 
Change from
 
June 30, 2020
 
March 31, 2020
 
June 30, 2019
 
March 31, 2020
 
June 30, 2019
(Dollars in thousands)
 
$
 
% / bps
 
$
 
% / bps
Leasing revenue
$
37,172

 
$
33,565

 
$
39,277

 
3,607

 
10.7

 
(2,105
)
 
(5.4
)
Fees and service charges on deposit accounts
22,832

 
34,597

 
27,842

 
(11,765
)
 
(34.0
)
 
(5,010
)
 
(18.0
)
Net gains on sales of loans and leases
29,034

 
20,590

 
11,141

 
8,444

 
41.0

 
17,893

 
160.6

Card and ATM revenue
20,636

 
21,685

 
20,496

 
(1,049
)
 
(4.8
)
 
140

 
0.7

Wealth management revenue
6,206

 
6,151

 

 
55

 
0.9

 
6,206

 
N.M.

Servicing fee revenue
3,041

 
6,792

 
4,523

 
(3,751
)
 
(55.2
)
 
(1,482
)
 
(32.8
)
Net gains on investment securities
8

 

 
1,066

 
8

 
N.M.

 
(1,058
)
 
(99.2
)
Other
14,125

 
13,583

 
5,373

 
542

 
4.0

 
8,752

 
162.9

Total noninterest income
$
133,054

 
$
136,963

 
$
109,718

 
$
(3,909
)
 
(2.9
)
 
$
23,336

 
21.3

Total noninterest income as a percentage of total revenue
26.0
%

25.4
%
 
30.2
%
 


 
60 bps

 
 
 
(420) bps

N.M. Not Meaningful
 
Six Months Ended
 
Change
(Dollars in thousands)
June 30, 2020
 
June 30, 2019
 
$
 
%
Leasing revenue
$
70,737

 
$
77,442

 
$
(6,705
)
 
(8.7
)%
Fees and service charges on deposit accounts
57,429

 
54,120

 
3,309

 
6.1

Net gains on sales of loans and leases
49,624

 
19,358

 
30,266

 
156.3

Card and ATM revenue
42,321

 
39,155

 
3,166

 
8.1

Wealth management revenue
12,357

 

 
12,357

 
N.M.

Servicing fee revenue
9,833

 
9,633

 
200

 
2.1

Net gains on investment securities
8

 
1,517

 
(1,509
)
 
(99.5
)
Other
27,708

 
11,997

 
15,711

 
131.0

Total noninterest income
$
270,017

 
$
213,222

 
$
56,795

 
26.6

Total noninterest income as a percentage of total revenue
25.7
%
 
29.5
%
 

 
(380) bps

N.M. Not Meaningful

Noninterest income was $133.1 million for the three months ended June 30, 2020, compared to $137.0 million for the three months ended March 31, 2020 and $109.7 million for the three months ended June 30, 2019. Noninterest income included a $14.7 million gain on the sale of our Arizona branches and $8.9 million of loan servicing rights impairment for the three months ended June 30, 2020, compared to $8.2 million of loan servicing rights impairment for the three months ended March 31, 2020, considered notable items. The gain on sales of branches and loan servicing rights impairment are recorded within other noninterest income. Adjusted noninterest income, a non-GAAP financial measure that excludes the identified notable items, was $127.2 million for the three months ended June 30, 2020, compared to $145.2 million for the three months ended March 31, 2020 and $109.7 million for the three months ended June 30, 2019. See "Non-GAAP Financial Measures" in this Management's Discussion and Analysis for further information.

Noninterest income was $270.0 million for the six months ended June 30, 2020, compared to $213.2 million for the six months ended June 30, 2019. Noninterest income included $17.1 million of loan servicing rights impairment for the six months ended June 30, 2020 and a $14.7 million gain on the sale of our Arizona branches, considered notable items. Adjusted noninterest income, a non-GAAP financial measure that excludes the identified notable item, was $272.4 million for the six months ended June 30, 2020 compared to $213.2 million for the six months ended June 30, 2019. See "Non-GAAP Financial Measures" in this Management's Discussion and Analysis for further information.

Leasing revenue Leasing revenue was $37.2 million for the three months ended June 30, 2020, compared with $33.6 million for the three months ended March 31, 2020 and $39.3 million for the three months ended June 30, 2019. Leasing revenue was $70.7 million in the six months ended June 30, 2020, compared to $77.4 million for the six months ended June 30, 2019. Leasing revenue is impacted by changes in our operating lease revenue and sales-type lease revenue through our equipment financing activity.



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Fees and service charges on deposit accounts Fees and service charges on deposit accounts were $22.8 million for the three months ended June 30, 2020, compared with $34.6 million for the three months ended March 31, 2020 and $27.8 million for the three months ended June 30, 2019. The decrease for the three months ended June 30, 2020, compared to the three months ended March 31, 2020, was partly due to higher customer account balances maintained resulting in a decline in fees charged. The decrease for three months ended June 30, 2020, compared to the three months ended June 30, 2019, was primarily attributable to higher customer account balances maintained resulting in a decline in fees charged, partially offset by incremental fees resulting from the Merger. The $3.3 million increase in fees and service charges on deposit accounts in the six months ended June 30, 2020, compared to $54.1 million for the six months ended June 30, 2019, was primarily attributable to incremental fees resulting from the Merger, partially offset by other declines in fees charged as customers maintained higher account balances.

Net gains on sales of loans and leases Net gains on sales of loans and leases were $29.0 million for the three months ended June 30, 2020, compared with $20.6 million for the three months ended March 31, 2020 and $11.1 million for the three months ended June 30, 2019. The increase for three months ended June 30, 2020, compared to the three months ended March 31, 2020, was primarily due to an increase in residential mortgage gain on sale as demand increased during the period. The increase for three months ended June 30, 2020, compared to the three months ended June 30, 2019, was primarily due to higher volume of consumer loans sold resulting from the Merger. The $30.3 million increase in net gains on sales of loans and leases in the six months ended June 30, 2020, compared to $19.4 million for the six months ended June 30, 2019, was primarily attributable to higher volume of consumer loans sold resulting from the Merger. We sold $554.2 million and $1.1 billion of loans and leases during the three and six months ended June 30, 2020, respectively, compared with $535.8 million during the three months ended March 31, 2020 and $307.0 million and $573.2 million during the three and six months ended June 30, 2019, respectively.

Card and ATM revenue Card and ATM revenue was $20.6 million for the three months ended June 30, 2020, compared with $21.7 million for the three months ended March 31, 2020 and $20.5 million for the three months ended June 30, 2019. The decrease for three months ended June 30, 2020, compared to the three months ended March 31, 2020, was primarily due to a reduction in debit card and ATM activity partly related to governmental imposed restrictions on activities as a result of the COVID-19 pandemic. The increase for the three months ended June 30, 2020, compared to the three months ended June 30, 2019, was primarily due to incremental revenue resulting from the Merger, partially offset by a reduction in debit card and ATM activity partly related to the COVID-19 pandemic. The $3.2 million increase in card and ATM revenue in the six months ended June 30, 2020, compared to $39.2 million for the six months ended June 30, 2019, was primarily attributable to incremental revenue resulting from the Merger, partially offset by the decline in debit card and ATM activity partly related to the COVID-19 pandemic.

Wealth management Wealth management revenue is comprised of investment fees that are generally based on the market value of assets within a trust account, custodial fees and fees from the sale of investment products and is a revenue stream added as a result of the Merger. Revenues from wealth management were $6.2 million for both the three months ended June 30, 2020 and the three months ended March 31, 2020. For the six months ended June 30, 2020, revenues from wealth management were $12.4 million.

Servicing fee revenue Servicing fee revenue was $3.0 million for the three months ended June 30, 2020, compared with $6.8 million for the three months ended March 31, 2020 and $4.5 million for the three months ended June 30, 2019. The decrease for the three months ended June 30, 2020, compared to the three months ended March 31, 2020, was primarily due to the first quarter of 2020 including the final recognition of the transitional servicing fee revenue on the Legacy TCF auto finance portfolio that was sold in the fourth quarter of 2019. The decrease for the three months ended June 30, 2020, compared to the three months ended June 30, 2019 was primarily due to no further transitional servicing fee revenue being received on the Legacy TCF auto finance portfolio, partially offset by the incremental servicing fee revenue resulting from the Merger. The $0.2 million decrease in servicing fee revenue in the six months ended June 30, 2020, compared to $9.6 million for the six months ended June 30, 2019, was primarily attributable to no further transitional servicing fees received related to the Legacy TCF auto finance portfolio subsequent to the first quarter of 2020, partially offset by the incremental servicing fee revenue resulting from the Merger. Final transitional servicing fees were received in the first quarter of 2020 on the Legacy auto finance portfolio.

Net gains on investment securities There were $8 thousand of net gains on sales of investment securities for the three and six months ended June 30, 2020, compared with no sales for the three months ended March 31, 2020, and $1.1 million and $1.5 million of net gains on sales of investment securities for the three and six months ended June 30, 2019.



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Other Other noninterest income was $14.1 million for the three months ended June 30, 2020, compared with $13.6 million for the three months ended March 31, 2020 and $5.4 million for the three months ended June 30, 2019. The increase for the three months ended June 30, 2020, compared to the three months ended March 31, 2020, was primarily due to a $14.7 million gain on the sale of our Arizona branches, partially offset by lower interest rate swap fees and market adjustments. The increase for three months ended June 30, 2020, compared to the three months ended June 30, 2019, was primarily due to an increase in incremental revenue resulting from the Merger, partially offset by the recognition of $8.9 million of loan servicing rights impairment. The $15.7 million increase in other noninterest income in the six months ended June 30, 2020, compared to $12.0 million for the six months ended June 30, 2019, was primarily due to an increase in incremental revenue resulting from the Merger, partially offset by the recognition of $17.1 million of loan servicing rights impairment.

Noninterest Expense The components of noninterest expense were as follows:
 
Three Months Ended
 
Change from
 
June 30, 2020
 
March 31, 2020
 
June 30, 2019
 
March 31, 2020
 
June 30, 2019
(Dollars in thousands)
 
 
 
$
 
% / bps
 
$
 
% / bps
Compensation and employee benefits
$
171,799

 
$
171,528

 
$
116,266

 
$
271

 
0.2
 %
 
$
55,533

 
47.8
 %
Occupancy and equipment
54,107

 
57,288

 
41,850

 
(3,181
)
 
(5.6
)
 
12,257

 
29.3

Lease financing equipment depreciation
18,212

 
18,450

 
19,133

 
(238
)
 
(1.3
)
 
(921
)
 
(4.8
)
Net foreclosed real estate and repossessed assets
998

 
1,859

 
2,448

 
(861
)
 
(46.3
)
 
(1,450
)
 
(59.2
)
Merger-related expenses
81,619

 
36,728

 
4,226

 
44,891

 
122.2

 
77,393

 
N.M.

Other
73,506

 
88,746

 
52,926

 
(15,240
)
 
(17.2
)
 
20,580

 
38.9

Total noninterest expense
$
400,241

 
$
374,599

 
$
236,849

 
$
25,642

 
6.8

 
$
163,392

 
69.0

Full-time equivalent staff (at period end)
7,183

 
7,572

 
5,054

 
(389
)
 
(5.1
)
 
2,129

 
42.1

Efficiency ratio
78.26
%
 
69.57
%
 
65.11
%
 


 
869
 bps
 
 
 
1,315
 bps
Adjusted efficiency ratio (non-GAAP)(1)
59.80

 
58.24

 
61.48

 


 
156

 
 
 
(168
)
N.M. Not Meaningful
(1)
See "Consolidated Financial Condition Analysis - Non-GAAP Financial Measures" in this Management's Discussion and Analysis for further information.

 
Six Months Ended
 
Change
(Dollars in thousands)
June 30, 2020
 
June 30, 2019
 
$
 
%
Compensation and employee benefits
$
343,327

 
$
240,208

 
$
103,119

 
42.9
 %
Occupancy and equipment
111,395

 
83,560

 
27,835

 
33.3

Lease financing equipment depreciation
36,662

 
38,389

 
(1,727
)
 
(4.5
)
Net foreclosed real estate and repossessed assets
2,857

 
7,078

 
(4,221
)
 
(59.6
)
Merger-related expenses
118,347

 
13,684

 
104,663

 
N.M.

Other
162,252

 
107,005

 
55,247

 
51.6

Total noninterest expense
$
774,840

 
$
489,924

 
$
284,916

 
58.2

Efficiency ratio
73.80
%
 
67.88
%
 
 
 
592
 bps
Adjusted efficiency ratio, Non-GAAP(1)
58.99

 
63.56

 
 
 
(457
)
N.M. Not Meaningful
(1)
See "Consolidated Financial Condition Analysis - Non-GAAP Financial Measures" in this Management's Discussion and Analysis for further information.



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Noninterest expense was $400.2 million for the three months ended June 30, 2020, compared to $374.6 million for the three months ended March 31, 2020 and $236.8 million for the three months ended June 30, 2019. Noninterest expense included merger-related costs of $81.6 million for the three months ended June 30, 2020, $36.7 million for the three months ended March 31, 2020 and $4.2 million for the three months ended June 30, 2019. Noninterest expense for the three months ended June 30, 2020 included $0.9 million of expense related to the sale of the Legacy TCF auto finance portfolio ($0.8 million in other noninterest expense and $0.1 million in compensation and employee benefits) and $0.6 million of expense related to branch exit costs, included in other noninterest expense, considered notable items. Noninterest expense for the three months ended March 31, 2020, included $3.1 million of expense related to the sale of the Legacy TCF auto finance portfolio ($1.6 million in occupancy and equipment expense, $0.9 million in compensation and employee benefits and $0.6 million in other noninterest expense), considered a notable item. Adjusted noninterest expense, a non-GAAP financial measure that excludes merger-related expenses and the identified notable items, was $317.2 million for the three months ended June 30, 2020, compared to $334.8 million for the three months ended March 31, 2020 and $232.6 million for the three months ended June 30, 2019. See "Non-GAAP Financial Measures" in this Management's Discussion and Analysis for further information.

Noninterest expense was $774.8 million for the six months ended June 30, 2020, compared to $489.9 million for the six months ended June 30, 2019. Noninterest expense included merger-related costs of $118.3 million for the six months ended June 30, 2020 and $13.7 million for the six months ended June 30, 2019. Noninterest expense for the six months ended June 30, 2020 included $4.0 million of expenses related to the sale of the Legacy TCF auto finance portfolio ($1.6 million included in occupancy and equipment, $1.4 million included in other noninterest expense and $1.0 million included in compensation and employee benefits) and $0.6 million of expense related to branch exit costs, included in other noninterest expense, considered notable items. Adjusted noninterest expense, a non-GAAP financial measure that excludes merger-related expenses and the identified notable items, was $652.0 million for the six months ended June 30, 2020, compared to $476.2 million for the six months ended June 30, 2019. See "Non-GAAP Financial Measures" in this Management's Discussion and Analysis for further information.

Compensation and employee benefits expense Compensation and employee benefits expense was $171.8 million for the three months ended June 30, 2020, compared with $171.5 million for the three months ended March 31, 2020 and $116.3 million for the three months ended June 30, 2019. Compensation and employee benefits expense was $343.3 million for the six months ended June 30, 2020, compared to $240.2 million for the six months ended June 30, 2019. The increases in both the three and six months ended June 30, 2020, compared to the three and six months ended June 30, 2019, were primarily due to the staff additions resulting from the Merger and to support revenue producing loan and lease growth.

Occupancy and equipment Occupancy and equipment expense was $54.1 million for the three months ended June 30, 2020, compared with $57.3 million for the three months ended March 31, 2020 and $41.9 million for the three months ended June 30, 2019. Occupancy expense for the six months ended June 30, 2020 was $111.4 million, compared to $83.6 million for the six months ended June 30, 2019. The decrease in the three months ended June 30, 2020, compared to the three months ended March 31, 2020, was primarily due to lower maintenance and repairs expense. The increases in both the three and six months ended June 30, 2020, compared to the three and six months ended June 30, 2019, were primarily due to the incremental operating costs associated with the Merger.

Lease financing equipment depreciation Lease financing equipment depreciation was $18.2 million for the three months ended June 30, 2020, compared with $18.5 million for the three months ended March 31, 2020 and $19.1 million for the three months ended June 30, 2019. Lease financing equipment depreciation was $36.7 million for the six months ended June 30, 2020, compared to $38.4 million for the six months ended June 30, 2019. Shifts in lease financing equipment depreciation are the result of changes in balances of leased equipment.

Merger-related expenses Merger-related expenses were $81.6 million for the three months ended June 30, 2020, compared with $36.7 million for the three months ended March 31, 2020 and $4.2 million for the three months ended June 30, 2019. Merger-related expenses were $118.3 million for the six months ended June 30, 2020, an increase of $104.6 million compared to $13.7 million for the six months ended June 30, 2019. Merger-related expenses consist primarily of employment related expenses, professional fees and merger-related branch closing expenses. We anticipate incurring a meaningful amount of merger-related expenses through the remainder of 2020.



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Other noninterest expense Other noninterest expense was $73.5 million for the three months ended June 30, 2020, compared with $88.7 million for the three months ended March 31, 2020 and $52.9 million for the three months ended June 30, 2019. Other noninterest expense was $162.3 million for the six months ended June 30, 2020, compared to $107.0 million for the six months ended June 30, 2019. The increases in both the three and six months ended June 30, 2020, compared to the three and six months ended June 30, 2019, was primarily due to the incremental operating costs associated with the Merger.

Income Tax Expense Income tax expense was $6.2 million, or 19.1% of income before income tax expense for the three months ended June 30, 2020, compared with $13.1 million, or 19.6% of income before income tax expense for the three months ended March 31, 2020 and $19.3 million, or 17.0% of income before income tax expense for the three months ended June 30, 2019. Income tax expense was $19.3 million, or 19.4% of income before income tax expense for the six months ended June 30, 2020, compared with $40.6 million, or 19.5% of income before income tax expense for the six months ended June 30, 2019. The fluctuations in our effective income tax rate reflect changes each period in the proportion of tax-exempt interest income, nondeductible expenses and credits relative to income before income tax expense. The CARES Act was enacted on March 27, 2020 in response to the COVID-19 pandemic. The CARES Act, among other things, permits tax net operating losses from 2018, 2019 and 2020 to be carried back five years to generate refunds of previously paid income taxes and provides changes in depreciation rules for certain qualified improvement property. We are currently analyzing the potential impacts of the CARES Act related to the tax net operating losses in these periods. We have not yet recorded any related tax benefits, but continue to evaluate potential tax benefits which may be available in future quarters based on carryback capacity.

Reportable Segment Results Our reportable segments are Consumer Banking, Commercial Banking and Enterprise Services. See "Note 22. Reportable Segments" of the Notes to Consolidated Financial Statements for further information regarding net income (loss), revenues and assets for each of our reportable segments.

Consumer Banking

Consumer Banking is comprised of all of our consumer and small business-facing businesses and includes Retail Banking, Wealth Management, Residential and Consumer Lending, and Business Banking. Our consumer banking strategy is primarily to generate deposits and originate high credit quality loans for investment and sale. Deposits are generated from consumers and small businesses to provide a source of low cost funds, with a focus on building and maintaining quality customer relationships.
 
Three Months Ended
 
Six Months Ended
(In thousands)
June 30, 2020
 
March 31, 2020
 
June 30, 2019
 
June 30, 2020
 
June 30, 2019
Consumer Banking
 
 
 
 
 
 
 
 
 
Net interest income
$
206,285

 
$
193,832

 
$
138,094

 
$
400,117

 
$
278,796

Provision (benefit) for credit losses
(10,924
)
 
44,369

 
4,691

 
33,445

 
11,917

Net interest income after provision (benefit) for credit losses
217,209

 
149,463

 
133,403

 
366,672

 
266,879

Noninterest income
85,276

 
81,414

 
66,163

 
166,690

 
126,666

Noninterest expense
207,319

 
228,859

 
152,757

 
436,178

 
309,278

Income before income tax expense
95,166

 
2,018

 
46,809

 
97,184

 
84,267

Income tax expense
15,752

 
1,982

 
10,971

 
17,734

 
19,712

Net income available to common shareholders
79,414

 
36

 
35,838

 
79,450

 
64,555

Total assets (at period end)
$
14,694,025

 
$
14,463,055

 
$
7,713,169

 
$
14,694,025

 
$
7,713,169




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Consumer Banking generated net income available to common shareholders of $79.4 million for the three months ended June 30, 2020, compared with $36 thousand for the three months ended March 31, 2020 and $35.8 million for the three months ended June 30, 2019. Consumer Banking generated net income available to common shareholders of $79.5 million for the six months ended June 30, 2020, compared to $64.6 million for the six months ended June 30, 2019. The increase in the three months ended June 30, 2020, compared to the three months ended March 31, 2020, was primarily due to the initial impact of the economic downturn related to COVID-19 on the provision for credit losses in the three months ended March 31, 2020 and a decrease in noninterest expense. The increases in the three and six months ended June 30, 2020, compared to the three and six months ended June 30, 2019, were primarily due to increases in incremental operating costs, partially offset by the incremental income resulting from the Merger. The provision for credit losses is predominantly a function of our reserving methodology used to determine the appropriate level of the allowance for credit losses. For further information, see "Consolidated Income Statement Analysis — Provision for Credit Losses" and "Consolidated Financial Condition Analysis — Credit Quality" in this Management's Discussion and Analysis and "Note 8. Allowance for Credit Losses and Credit Quality" of the Notes to Consolidated Financial Statements.

Commercial Banking

Commercial Banking is comprised of commercial and industrial, commercial real estate banking and lease financing. Our commercial banking strategy focuses on building full commercial relationships including originating high credit quality loans and leases and providing deposit and treasury services.
 
Three Months Ended
 
Six Months Ended
(In thousands)
June 30, 2020
 
March 31, 2020
 
June 30, 2019
 
June 30, 2020
 
June 30, 2019
Commercial Banking
 
 
 
 
 
 
 
 
 
Net interest income
$
169,473

 
$
185,986

 
$
96,726

 
$
355,459

 
$
193,411

Provision for credit losses
89,650

 
52,574

 
8,878

 
142,224

 
11,774

Net interest income after provision for credit losses
79,823

 
133,412

 
87,848

 
213,235

 
181,637

Noninterest income
43,831

 
55,773

 
42,455

 
99,604

 
84,954

Noninterest expense
105,324

 
114,455

 
80,892

 
219,779

 
164,305

Income before income tax expense
18,330

 
74,730

 
49,411

 
93,060

 
102,286

Income tax expense
3,440

 
16,306

 
10,340

 
19,746

 
22,099

Income after income tax expense
14,890

 
58,424

 
39,071

 
73,314

 
80,187

Income attributable to non-controlling interest
2,469

 
1,917

 
3,616

 
4,386

 
6,571

Net income available to common shareholders
12,421

 
56,507

 
35,455

 
68,928

 
73,616

Total assets (at period end)
$
24,318,452

 
$
24,859,839

 
$
12,865,821

 
$
24,318,452

 
$
12,865,821


Commercial Banking generated net income available to common shareholders of $12.4 million for the three months ended June 30, 2020, compared with $56.5 million for the three months ended March 31, 2020 and $35.5 million for the three months ended June 30, 2019. Commercial Banking generated net income available to common shareholders of $68.9 million for the six months ended June 30, 2020, compared to $73.6 million for the six months ended June 30, 2019. The decrease in the three months ended June 30, 2020, compared to the three months ended March 31, 2020, was primarily due to an increase in provision for credit losses primarily due to additional deterioration in macroeconomic conditions related to COVID-19 and a decrease in interest income as a result of the full quarter impact of the Federal Reserve's rate cuts in addition to a decrease in the benefit provided by purchase accounting accretion and amortization. The decreases in the three and six months ended June 30, 2020, compared to the three and six months ended June 30, 2019, were primarily due to the incremental income resulting from the Merger, partially offset by an increase in provision for credit losses primarily due to additional deterioration in macroeconomic conditions related to COVID-19. The provision for credit losses is predominantly a function of our reserving methodology used to determine the appropriate level of the allowance for credit losses. For further information, see "Consolidated Income Statement Analysis — Provision for Credit Losses" and "Consolidated Financial Condition Analysis — Credit Quality" in this Management's Discussion and Analysis and "Note 8. Allowance for Credit Losses and Credit Quality" of the Notes to Consolidated Financial Statements.



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Enterprise Services

Enterprise Services is comprised of (i) corporate treasury, which includes our investment and borrowing portfolios and management of capital, debt and market risks, (ii) corporate functions, such as information technology, risk and credit management, bank operations, finance, investor relations, corporate development, internal audit, legal and human capital management that provide services to the operating segments, (iii) TCF Financial and (iv) eliminations. Our investment portfolio accounts for the earning assets within this segment. Borrowings may be used to offset reductions in deposits or to support lending activities. This segment also includes residual revenues and expenses representing the difference between actual amounts incurred by Enterprise Services and amounts allocated to the operating segments, including interest rate risk residuals such as funds transfer pricing mismatches.

 
Three Months Ended
 
Six Months Ended
(In thousands)
June 30, 2020
 
March 31, 2020
 
June 30, 2019
 
June 30, 2020
 
June 30, 2019
Enterprise Services
 
 
 
 
 
 
 
 
 
Net interest income
$
2,601

 
$
21,663

 
$
19,237

 
$
24,264

 
$
36,279

Noninterest income
3,947

 
(224
)
 
1,100

 
3,723

 
1,602

Noninterest expense
87,598

 
31,285

 
3,200

 
118,883

 
16,341

Income (loss) before income tax expense (benefit)
(81,050
)
 
(9,846
)
 
17,137

 
(90,896
)
 
21,540

Income tax expense (benefit)
(12,979
)
 
(5,202
)
 
(1,997
)
 
(18,181
)
 
(1,210
)
Income (loss) after income tax expense (benefit)
(68,071
)
 
(4,644
)
 
19,134

 
(72,715
)
 
22,750

Preferred stock dividends
2,494

 
2,493

 
2,494

 
4,987

 
4,987

Net income (loss) available to common shareholders
(70,565
)
 
(7,137
)
 
16,640

 
(77,702
)
 
17,763

Total assets (at period end)
$
11,049,983

 
$
9,271,489

 
$
4,047,840

 
$
11,049,983

 
$
4,047,840


Enterprise Services generated a net loss available to common shareholders of $70.6 million for the three months ended June 30, 2020, compared with a net loss of $7.1 million for the three months ended March 31, 2020 and net income available to common shareholders of $16.6 million for the three months ended June 30, 2019. Enterprise Services generated a net loss available to common shareholders of $77.7 million for the six months ended June 30, 2020, compared to net income of $17.8 million for the six months ended June 30, 2019. The larger net loss in the three months ended June 30, 2020, compared to the three months ended March 31, 2020, was primarily due to an increase in merger-related expenses, included in noninterest expense. The decreases in the three and six months ended June 30, 2020, compared to the three and six months ended June 30, 2019, were primarily due to an increase in merger-related expenses and other noninterest expense.



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Consolidated Financial Condition Analysis

Investment Securities Total investment securities available-for-sale, at fair value, were $7.2 billion at June 30, 2020, compared with $6.7 billion at December 31, 2019. Our investment securities available-for-sale are debt securities consisting primarily of fixed-rate mortgage-backed securities issued by the Federal National Mortgage Association ("FNMA") and the Federal Home Loan Mortgage Corporation ("FHLMC"), and obligations of states and political subdivisions. The increase in investment securities available-for-sale was primarily due to purchases of additional residential agency mortgage-backed securities.

Total investment securities held-to-maturity were $130.1 million at June 30, 2020, compared with $139.4 million at December 31, 2019. Our investment securities held-to-maturity portfolio consists primarily of fixed-rate mortgage-backed securities issued by the FNMA.

The amortized cost and fair value of investment securities available-for-sale and held-to-maturity were as follows:
 
At June 30, 2020
 
At December 31, 2019
(In thousands)
Amortized Cost
 
Fair Value
 
Amortized Cost
 
Fair Value
Investment securities available-for-sale, at fair value
 
 
 
 
 
 
 
Debt securities:
 
 
 
 
 
 
 
Government and government-sponsored enterprises
$
209,771

 
$
210,119

 
$
235,045

 
$
234,385

Obligations of states and political subdivisions
810,091

 
838,145

 
852,096

 
863,855

Residential mortgage-backed securities
5,247,132

 
5,443,944

 
4,866,473

 
4,929,717

Commercial mortgage-backed securities
683,836

 
726,727

 
685,212

 
691,614

Corporate debt and trust preferred securities
453

 
438

 
451

 
430

Total investment securities available-for-sale
6,951,283

 
7,219,373

 
6,639,277

 
6,720,001

Investment securities held-to-maturity
 
 
 
 
 
 
 
Residential mortgage-backed securities
126,429

 
137,435

 
135,769

 
141,168

Corporate debt and trust preferred securities
3,672

 
3,672

 
3,676

 
3,676

Total investment securities held-to-maturity
130,101

 
141,107

 
139,445

 
144,844

Total investment securities
$
7,081,384

 
$
7,360,480

 
$
6,778,722

 
$
6,864,845




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The carrying value and FTE yield of investment securities available-for-sale and investment securities held-to-maturity by final contractual maturity were as follows. The final contractual maturities do not consider possible prepayments and therefore expected maturities may differ because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
 
June 30, 2020
 
Government and Government-sponsored Enterprises
 
Obligations of States and Political Subdivisions
 
Residential Mortgage-backed Securities
 
Commercial Mortgage-backed Securities
 
Corporate Debt And Trust Preferred Securities
 
Total
(Dollars in thousands)
Amount
 
Yield(1)
 
Amount
 
Yield(1)
 
Amount
 
Yield(1)
 
Amount
 
Yield(1)
 
Amount
 
Yield(1)
 
Amount
 
Yield(1)
Investment securities available-for-sale
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Due in one year or less
$

 
%
 
$
63,440

 
2.33
%
 
$

 
%
 
$

 
%
 
$

 
%
 
$
63,440

 
2.33
%
Due in 1-5 years

 

 
151,917

 
2.82

 
18,941

 
1.89

 
13,493

 
1.60

 

 

 
184,351

 
2.64

Due in 5-10 years
19,842

 
0.60

 
195,738

 
2.90

 
125,435

 
2.00

 
247,088

 
2.16

 

 

 
588,103

 
2.32

Due after 10 years
190,277

 
1.33

 
427,050

 
2.94

 
5,299,568

 
2.51

 
466,146

 
2.63

 
438

 
4.74

 
6,383,479

 
2.51

Total
$
210,119

 
1.26
%
 
$
838,145

 
2.86
%
 
$
5,443,944

 
2.50
%
 
$
726,727

 
2.45
%
 
$
438

 
4.74
%
 
$
7,219,373

 
2.50
%
Investment securities held-to-maturity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Due in one year or less
$

 
%
 
$

 
%
 
$

 
%
 
$

 
$

 
$

 
%
 
$

 
%
Due in 1-5 years

 

 

 

 

 

 

 

 
3,550

 
3.00

 
3,550

 
3.00

Due in 5-10 years

 

 

 

 
52

 
6.50

 

 

 

 

 
52

 
6.50

Due after 10 years

 

 

 

 
126,377

 
2.35

 

 

 
122

 
6.00

 
126,499

 
2.35

Total
$

 
%
 
$

 
%
 
$
126,429

 
2.35
%
 
$

 
%
 
$
3,672

 
3.10
%
 
$
130,101

 
2.37
%
(1)
Interest and yields are presented on a FTE basis.

See "Note 6. Investment Securities" of Notes to Consolidated Financial Statements for further information regarding our investment securities available-for-sale and investment securities held-to-maturity.

Loans and Leases Held-for-Sale

Our loans and leases held-for-sale were $532.8 million at June 30, 2020, an increase of $333.0 million, compared to $199.8 million at December 31, 2019. The increase was primarily due to an increase in timing to settle sale transactions.

Loans and Leases 

Our commercial loan and lease portfolio is comprised of commercial and industrial loans, commercial real estate loans, and lease financing. Our consumer loan portfolio is comprised of residential mortgages, consumer installment loans and home equity loans and lines of credit. Our lending markets primarily consist of communities throughout our primary banking markets in addition to Florida, Texas, New York, California and Canada.

Total loans and leases were $35.5 billion at June 30, 2020, an increase of $1.0 billion, or 3.0%, compared to $34.5 billion at December 31, 2019. At June 30, 2020, commercial and industrial loans included $1.8 billion of PPP loans outstanding. Excluding the PPP loans, the decrease from December 31, 2019 was primarily due to a decrease in the commercial and industrial portfolio, primarily inventory finance related to seasonality, strong dealer activity and the lack of backfill from manufacturers as a result of the economic shutdown, in addition to a decrease in the consumer installment portfolio, partially offset by an increase in our commercial real estate portfolio.



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Information about our loans and leases was as follows:
 
At June 30, 2020
 
At December 31, 2019
 
Change
(Dollars in thousands)
Amount
 
% of Total
 
Amount
 
% of Total
 
$
 
%
Commercial loan and lease portfolio:
 

 
 
 
 

 
 
 
 
 
 

Commercial and industrial
$
12,200,721

 
34.3
%
 
$
11,439,602

 
33.2
%
 
$
761,119

 
6.7
 %
Commercial real estate
9,628,344

 
27.1

 
9,136,870

 
26.5

 
491,474

 
5.4

Lease financing
2,707,402

 
7.6

 
2,699,869

 
7.8

 
7,533

 
0.3

Total commercial loan and lease portfolio
24,536,467

 
69.0

 
23,276,341

 
67.5

 
1,260,126

 
5.4

Consumer loan portfolio:
 
 
 
 
 
 
 
 
 
 
 
Residential mortgage
6,123,118

 
17.3

 
6,179,805

 
17.9

 
(56,687
)
 
(0.9
)
Consumer installment
1,430,655

 
4.0

 
1,542,411

 
4.5

 
(111,756
)
 
(7.2
)
Home equity
3,445,584

 
9.7

 
3,498,907

 
10.1

 
(53,323
)
 
(1.5
)
Total consumer loan portfolio
10,999,357

 
31.0

 
11,221,123

 
32.5

 
(221,766
)
 
(2.0
)
Total loans and leases
$
35,535,824

 
100.0
%
 
$
34,497,464

 
100.0
%
 
$
1,038,360

 
3.0
 %

Commercial Loan and Lease Portfolio

Our commercial loan and lease portfolio was $24.5 billion at June 30, 2020, an increase of $1.3 billion, or 5.4%, compared to $23.3 billion at December 31, 2019. We believe that our commercial loan and lease portfolio is well diversified across business lines and has no material concentration in any one industry.

Commercial and industrial Commercial and industrial ("C&I") loans and lines of credit include loans to varying types of businesses, municipalities, school districts and nonprofit organizations, for the purpose of supporting working capital and operational needs and term financing of equipment. C&I loans are secured by various types of business assets including inventory, floorplan equipment, receivables, equipment or financial instruments. Origination levels related to equipment dealers are impacted by the velocity of fundings and repayments with dealers. C&I loans were $12.2 billion at June 30, 2020, an increase of $761.1 million, or 6.7%, compared to $11.4 billion at December 31, 2019. At June 30, 2020 C&I loans included $1.8 billion of PPP loans.

Our C&I portfolio by North American Industry Classification System ("NAICS") code was as follows:
 
At June 30, 2020
(In thousands)
Total
 
% of Total Loan and Lease Portfolio
Retail trade
$
2,554,187

 
7.2
%
Transportation and warehouse
1,398,421

 
3.9

Manufacturing
1,318,030

 
3.7

Real estate rental and leasing
964,343

 
2.7

Wholesale trade
906,309

 
2.6

Construction
732,506

 
2.1

Health care and social assistance
653,117

 
1.8

Finance and insurance
484,977

 
1.4

Administration and Support and Waste Management and Remediation
434,674

 
1.2

All other
2,754,157

 
7.7

Total
$
12,200,721

 
34.3
%

Commercial real estate Commercial real estate loans include loans that are secured by real estate occupied by the borrower for ongoing operations, non-owner occupied real estate leased to one or more tenants and construction and development loans primarily originated for construction of commercial properties. Construction and development loans often convert to a commercial real estate loan at the completion of the construction period. Commercial real estate loans were $9.6 billion at June 30, 2020, an increase of $491.5 million, or 5.4%, compared to $9.1 billion at December 31, 2019.



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Our commercial real estate loan portfolio by property and loan type was as follows:
 
At June 30, 2020
 
At December 31, 2019
(In thousands)
Total
 
Percent of Total Loan and Lease Portfolio
 
Total
 
Percent of Total Loan and Lease Portfolio
Multifamily
$
1,964,850

 
5.5
%
 
$
1,726,450

 
5.0
%
Office
1,370,298

 
3.9

 
1,061,877

 
3.1

Retail
1,299,577

 
3.7

 
814,230

 
2.4

Warehouse
1,005,351

 
2.8

 
853,042

 
2.5

Hotel
775,191

 
2.2

 
612,098

 
1.8

Senior housing
671,530

 
1.9

 
523,736

 
1.5

Self‐storage
507,216

 
1.4

 
429,779

 
1.2

Mixed use
474,521

 
1.3

 
382,281

 
1.1

Other
1,559,810

 
4.4

 
2,733,377

 
7.9

Total
$
9,628,344

 
27.1
%
 
$
9,136,870

 
26.5
%

Lease financing We provide a broad range of comprehensive lease products addressing the diverse financing needs of small to large companies. Lease financings were $2.7 billion at both June 30, 2020 and December 31, 2019.

Our lease financing portfolio by equipment type was as follows:
 
At June 30, 2020
At December 31, 2019
(Dollars in thousands)
Balance
 
Percent of Total Loan and Lease Portfolio
 
Balance
 
Percent of Total Loan and Lease Portfolio
Specialty vehicles
$
587,335

 
1.7
%
 
$
585,829

 
1.7
%
Golf cart and turf equipment
512,755

 
1.4

 
473,476

 
1.4

Medical equipment
384,524

 
1.1

 
377,998

 
1.1

Technology and data processing equipment
229,626

 
0.6

 
248,187

 
0.7

Construction equipment
194,532

 
0.5

 
180,963

 
0.5

Manufacturing equipment
189,381

 
0.5

 
226,833

 
0.7

Material handling
165,929

 
0.5

 
138,182

 
0.4

Trucks and trailers
96,915

 
0.3

 
91,711

 
0.3

Agricultural equipment
91,374

 
0.3

 
92,392

 
0.3

Other
255,031

 
0.7

 
284,298

 
0.7

Total
$
2,707,402

 
7.6
%
 
$
2,699,869

 
7.8
%

Consumer Loan Portfolio

Our consumer loan portfolio was $11.0 billion at June 30, 2020, a decrease of $221.8 million, or 2.0%, compared to $11.2 billion at December 31, 2019.

Residential mortgage Residential mortgage loans consist primarily of one-to-four family residential loans with fixed and adjustable interest rates, with amortization periods generally from 15 to 30 years. The loan-to-value ratio at the time of origination is generally 90% or less. Loans with more than an 80% loan-to-value ratio generally require private mortgage insurance. Residential mortgage loans also include loans to consumers for the construction of single family residences that are secured by these properties. Residential mortgage loans were $6.1 billion at June 30, 2020, a decrease of $56.7 million, or 0.9%, compared to $6.2 billion at December 31, 2019.



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Consumer installment Consumer installment loans consist of relatively small loan amounts to consumers to finance personal items (primarily automobiles, recreational vehicles and marine vehicles) and are comprised primarily of indirect loans purchased from dealerships. Consumer rates are both fixed and variable, with negotiated terms. Our consumer installment loans typically amortize over periods up to 60 months. Consumer loans not secured by real estate are generally considered to have greater risk than first or second mortgages on real estate because they may be unsecured, or, if they are secured, the value of the collateral may be difficult to assess and more likely to decrease in value, and the collateral is more difficult to control, than real estate. Consumer installment loans were $1.4 billion at June 30, 2020, a decrease of $111.8 million, or 7.2%, compared to $1.5 billion at December 31, 2019.

Home equity Home equity loans and lines of credit are comprised of loans to consumers who utilize equity in their personal residence, including junior lien mortgages, as collateral to secure the loan or line-of-credit. Our home equity portfolio totaled $3.4 billion at June 30, 2020 (consisting of $3.0 billion of home equity lines of credit and $416.5 million of amortizing home equity loans), compared to $3.5 billion at December 31, 2019 (consisting of $3.0 billion of home equity lines of credit and $474.7 million of amortizing home equity loans). At June 30, 2020, $2.5 billion of our home equity lines of credit were comprised of loans with a 10-year interest-only draw period and a 20-year amortization repayment period, of which all were within the 10-year interest-only draw period and will not convert to amortizing loans until 2021 or later. At June 30, 2020, $577.8 million of the home equity line of credits were interest-only revolving draw loans with no defined amortization period and original draw periods of five to 40 years. Home equity lines of credit mostly include junior lien mortgages where the first lien mortgage is held by a nonaffiliated financial institution.

Credit Quality

Loans and Leases The following summarizes our loan and lease portfolio based on the credit quality factors that we believe are the most important and should be considered to understand the overall condition of the portfolio. The following items should be considered throughout this section:

Loans and leases that are over 90-days delinquent and accruing generally are a leading indicator for future charge-off trends.
Nonaccrual loans and leases have been charged down to the estimated fair value of the collateral less estimated selling costs, or reserved for expected loss upon workout.
Within the performing loans and leases, we classify customers within regulatory classification guidelines. Loans and leases that are "classified" are loans or leases that management has concerns regarding the ability of the borrowers to meet existing loan or lease terms and conditions, but may never become nonaccrual or result in a loss.

Past due loans and leases  Delinquent balances are determined based on the contractual terms of the loan or lease. See "Note 8. Allowance for Credit Losses and Credit Quality" of Notes to Consolidated Financial Statements for further information. Over 90-day delinquent loans and leases by type, excluding nonaccrual loans and leases, were as follows:
 
At June 30, 2020
 
At December 31, 2019
(Dollars in thousands)
90 Days or More Delinquent and Accruing
 
Percentage of Period-end Loans and Leases
 
90 Days or More Delinquent and Accruing
 
Percentage of Period-end Loans and Leases
Commercial loan and lease portfolio:
 

 
 

 
 

 
 

Commercial and industrial
$
1,995

 
0.02
%
 
$
331

 
%
Commercial real estate
373

 

 
1,440

 
0.02

Lease financing
4,899

 
0.18

 
1,901

 
0.07

Total commercial loan and lease portfolio
7,267

 
0.03

 
3,672

 
0.02

Consumer loan portfolio:
 
 
 
 
 
 
 
Residential mortgage
749

 
0.01

 
559

 
0.01

Consumer installment

 

 
108

 
0.01

Total consumer loan portfolio
749

 
0.01

 
667

 
0.01

Portfolios acquired with deteriorated credit quality(1)
N/A

 
N/A

 
25,737

 
10.43

Total
$
8,016

 
0.02
%
 
$
30,076

 
0.09
%
(1)
Prior to the adoption of CECL as of January 1, 2020, purchased credit impaired loans were not classified as nonaccrual loans because they were recorded at their net realizable value based on the principal and interest expected to be collected on the loans.



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Nonperforming assets  Nonperforming assets, consisting of nonaccrual loans and leases and other real estate owned, were as follows:
(Dollars in thousands)
At June 30, 2020
 
At December 31, 2019
Commercial loan and lease portfolio:
 
 
 
Commercial and industrial
$
98,184

 
$
53,812

Commercial real estate
57,521

 
29,735

Lease financing
18,756

 
10,957

Total commercial loan and lease portfolio
174,461

 
94,504

Consumer loan portfolio:
 
 
 
Residential mortgage
67,762

 
38,577

Consumer installment
1,668

 
714

Home equity
47,560

 
35,863

Total consumer loan portfolio
116,990

 
75,154

Nonaccrual loans and leases
291,451

 
169,658

Other real estate owned
42,744

 
34,256

Total nonperforming assets
$
334,195

 
$
203,914

Nonaccrual loans and leases as a percentage of total loans and leases
0.82
%
 
0.49
%
Nonperforming assets as a percentage of total loans and leases and other real estate owned
0.94

 
0.59

Allowance for loan and lease losses as a percentage of nonaccrual loans and leases
158.21

 
66.64

Allowance for credit losses as a percentage of nonaccrual loans and leases
172.89

 
68.71


Nonperforming assets were $334.2 million at June 30, 2020, compared with $203.9 million at December 31, 2019. The $130.3 million increase in nonaccrual loans and leases from March 31, 2020 was substantially driven by the adoption of CECL ($73.4 million of loans previously accounted for as purchased credit impaired were reclassified to nonaccrual loans as of January 1, 2020 due to the adoption of CECL) and included additional increases within each of our loan and lease portfolios.

Loans and leases are generally placed on nonaccrual status when the collection of interest or principal is 90 days or more past due unless, in the case of commercial loans, they are well secured and in process of collection. Delinquent consumer home equity loans with a junior lien are also placed on nonaccrual status when there is evidence that the related third-party first lien mortgage may be 90 days or more past due, or foreclosure, charge-off or collection action has been initiated. TDR loans are placed on nonaccrual status prior to the past due thresholds outlined above if repayment under the modified terms is not likely after performing a well-documented credit analysis. Loans on nonaccrual status are generally reported as nonaccrual loans until there is sustained repayment performance for six consecutive months, with the exception of loans not reaffirmed upon discharge in Chapter 7 bankruptcy, which remain on nonaccrual status until a well-documented credit analysis indicates full repayment of the remaining pre-discharged contractual principal and interest is likely.

The majority of our nonaccrual loans are secured by real estate. Given the nature of these assets and the related mortgage foreclosure, property sale and, if applicable, mortgage insurance claims processes, it can take 18 months or longer for a loan to migrate from initial delinquency to final disposition. This resolution process generally takes much longer for loans secured by real estate than for unsecured loans or loans secured by other property primarily due to state real estate foreclosure laws.



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Changes in the amount of nonaccrual loans and leases were as follows:
 
At or For the Three Months Ended June 30, 2020
(In thousands)
Consumer Loan Portfolio
 
Commercial Loan and Lease Portfolio
 
Total
Balance, beginning of period
$
106,116

 
$
144,359

 
$
250,475

Additions
20,735

 
93,800

 
114,535

Charge-offs
(3,037
)
 
(4,158
)
 
(7,195
)
Transfers to other assets
(907
)
 
(2,297
)
 
(3,204
)
Return to accrual status
(1,571
)
 
(37,300
)
 
(38,871
)
Payments received
(4,358
)
 
(19,059
)
 
(23,417
)
Other, net
12

 
(884
)
 
(872
)
Balance, end of period
$
116,990

 
$
174,461

 
$
291,451

 
 
 
 
 
 
 
At or For the Six Months Ended June 30, 2020
(In thousands)
Consumer Loan Portfolio
 
Commercial Loan and Lease Portfolio
 
Total
Balance, beginning of period
$
75,154

 
$
94,504

 
$
169,658

Transfer in of loans previously accounted for as purchased credit impaired(1)
20,560

 
52,825

 
73,385

Adjusted balance, beginning of period
95,714

 
147,329

 
243,043

Additions
46,548

 
142,457

 
189,005

Charge-offs
(5,876
)
 
(10,969
)
 
(16,845
)
Transfers to other assets
(3,443
)
 
(10,042
)
 
(13,485
)
Return to accrual status
(5,810
)
 
(44,978
)
 
(50,788
)
Payments received
(10,155
)
 
(47,333
)
 
(57,488
)
Other, net
12

 
(2,003
)
 
(1,991
)
Balance, end of period
$
116,990

 
$
174,461

 
$
291,451

(1)
Prior to the adoption of CECL as of January 1, 2020, purchased credit impaired loans were not classified as nonaccrual loans because they were recorded at their net realizable value based on the principal and interest expected to be collected on the loans.

Interest income recognized on loans and leases in nonaccrual status was $4.6 million and $9.0 million for the three and six months ended June 30, 2020, respectively, compared to $4.4 million for the three months ended March 31, 2020, and $255 thousand and $478 thousand for the three and six months ended June 30, 2019, respectively.

See "Note 8. Allowance for Credit Losses and Credit Quality" of Notes to Consolidated Financial Statements for further information.

Loan and lease credit risk classifications We assess the risk of our loan and lease portfolio utilizing numerous risk characteristics as outlined in the previous sections. Credit risk classifications are an additional characteristic monitored in the overall credit risk process. Loan and lease credit risk classifications are derived from standard regulatory rating definitions, which include: non-classified (pass and special mention) and classified (substandard and doubtful). Classified loans and leases have well-defined weaknesses, but may never result in a loss.


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Loans and leases by portfolio and credit risk classification were as follows:
 
At June 30, 2020
 
Non-classified
 
Classified
 
Total
(In thousands)
Pass
 
Special Mention
 
Substandard
 
Doubtful
 
Commercial loan and lease portfolio:
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
11,664,134

 
$
285,880

 
$
250,707

 
$

 
$
12,200,721

Commercial real estate
9,120,353

 
302,911

 
205,080

 

 
9,628,344

Lease financing
2,636,604

 
37,551

 
33,247

 

 
2,707,402

Total commercial loan and lease portfolio
23,421,091

 
626,342

 
489,034

 

 
24,536,467

Consumer loan portfolio:
 
 
 
 
 
 
 
 
 
Residential mortgage
6,049,437

 
1,922

 
71,759

 

 
6,123,118

Consumer installment
1,428,773

 

 
1,882

 

 
1,430,655

Home equity
3,395,807

 
705

 
49,072

 

 
3,445,584

Total consumer loan portfolio
10,874,017

 
2,627

 
122,713

 

 
10,999,357

Total loans and leases
$
34,295,108

 
$
628,969

 
$
611,747

 
$

 
$
35,535,824

 
At December 31, 2019
 
Non-classified
 
Classified
 
Total
(In thousands)
Pass
 
Special Mention
 
Substandard
 
Doubtful
 
Commercial loan and lease portfolio:
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
10,930,939

 
$
315,097

 
$
193,566

 
$

 
$
11,439,602

Commercial real estate
8,891,361

 
170,114

 
75,395

 

 
9,136,870

Lease financing
2,646,874

 
28,091

 
24,904

 

 
2,699,869

Total commercial loan and lease portfolio
22,469,174

 
513,302

 
293,865

 

 
23,276,341

Consumer loan portfolio:
 
 
 
 
 
 
 
 
 
Residential mortgage
6,135,096

 
565

 
44,144

 

 
6,179,805

Consumer installment
1,541,524

 

 
887

 

 
1,542,411

Home equity
3,457,292

 
456

 
41,159

 

 
3,498,907

Total consumer loan portfolio
11,133,912

 
1,021

 
86,190

 

 
11,221,123

Total loans and leases
$
33,603,086

 
$
514,323

 
$
380,055

 
$

 
$
34,497,464


Total classified loans and leases in our loan and lease portfolio were $611.7 million at June 30, 2020, compared with $380.1 million at December 31, 2019. The increase was primarily due to downgrades in our commercial loan and lease portfolio.

Loan modifications  Troubled debt restructuring ("TDR") loans are loans to financially troubled borrowers that have been modified such that we have granted a concession in terms to improve the likelihood of collection of all principal and modified interest owed. TDR loans were as follows:
 
At June 30, 2020
 
At December 31, 2019
(Dollars in thousands)
Accruing
TDR Loans
 
Nonaccrual
TDR Loans
 
Total
TDR Loans
 
Accruing
TDR Loans
 
Nonaccrual
TDR Loans
 
Total
TDR Loans
Commercial loan and lease portfolio
$
13,707

 
$
10,630

 
$
24,337

 
$
12,986

 
$
5,356

 
$
18,342

Consumer loan portfolio
14,507

 
18,476

 
32,983

 
12,403

 
14,875

 
27,278

Total
$
28,214

 
$
29,106

 
$
57,320

 
$
25,389

 
$
20,231

 
$
45,620

Over 90-day delinquency as a percentage of total accruing TDR loans
0.59
%
 
N.A.

 
N.A.

 
0.52
%
 
N.A.

 
N.A.

N.A. Not Applicable

Total TDRs were $57.3 million at June 30, 2020, compared with $45.6 million at December 31, 2019.



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Loan modifications to borrowers who have not been granted concessions are not considered TDR loans and therefore are not included in the table above. In addition, Section 4013 of the CARES Act and the Interagency Statement on Loan Modifications provide banks the option to temporarily suspend certain TDR accounting guidance for loans modified due to the effects of COVID-19 when certain conditions are met. In March 2020, TCF began providing assistance to customers in response to the COVID-19 pandemic, predominantly in the form of payment deferrals. As of June 30, 2020, $1.8 billion of loan and lease unpaid principal balance was on deferral status. TCF also granted certain other loan modifications which provide temporary customer assistance predominantly in the form of covenant waivers and modification of borrowing base. As of June 30, 2020, other loan modifications unpaid principal balance was $628.7 million. See "Note 1. Basis of Presentation" of the Notes to Consolidated Financial Statements for information regarding recent updated guidance on TDR accounting provided by the CARES Act and Interagency Regulatory guidance. TDR loans with an interest rate consistent with market rates on loans with comparable risk at the time of restructuring and performing based on the restructured terms are no longer disclosed as TDR loans in the calendar years after modification; however, these loans are still considered impaired and follow our impaired loan reserve policies.
 
TDRs typically involve a deferral of the principal balance of the loan, a reduction of the stated interest rate of the loan or, in certain limited circumstances, a reduction of the principal balance of the loan or the loan's accrued interest.

Interest income recognized on TDR loans and contractual interest that would have been recorded had the TDR loans performed in accordance with their original contractual terms were as follows:
 
Three Months Ended
 
Six Months Ended
(In thousands)
June 30, 2020
 
March 31, 2020
 
June 30, 2019
 
June 30, 2020
 
June 30, 2019
Contractual interest due on TDR loans
$
759

 
$
321

 
$
1,668

 
$
1,080

 
$
3,287

Interest income recognized on TDR loans
287

 
292

 
1,151

 
579

 
2,261

Unrecognized interest income
$
472

 
$
29

 
$
517

 
$
501

 
$
1,026


See "Note 8. Allowance for Credit Losses and Credit Quality" of Notes to Consolidated Financial Statements for further information.

Allowance for Credit Losses  The ACL includes the ALLL and the RULC. The ALLL is a valuation account presented separately on the Consolidated Statements of Financial Condition that is deducted from or added to loans' amortized cost basis to present the net amount expected to be collected. The RULC for letters of credit, financial guarantees and binding unfunded loan commitments is recorded in other liabilities on the Consolidated Statements of Financial Condition. The Corporation's reserve methodology used to determine the appropriate level of the ACL is a critical accounting estimate. The ACL is maintained at a level believed to be appropriate to provide for the current credit losses expected to be incurred in the loan and lease portfolios over the remaining expected life of each financial asset at the balance sheet date, including known or anticipated problem loans and leases, as well as for loans and leases which are not currently known to require specific allowances. The collective evaluation of expected losses in these portfolios is based on their probability of default multiplied by historical loss rates, as well as adjustments for forward-looking information, including industry and macroeconomic forecasts. Factors utilized in the determination of the amount of the allowance include historic loss experience, current economic forecasts and measurement date credit risk characteristics such as product type, lien position, delinquency, collateral value, credit bureau scores and financial statement ratios. The various quantitative and qualitative factors used in the methodologies are reviewed quarterly.

We consider our ACL of $503.9 million, or 1.42% of total loans and leases, appropriate to cover current credit losses expected to be incurred in the loan and lease portfolios over the remaining expected life of each financial asset at June 30, 2020, including loans and leases which are not currently known to require specific allowances. The ACL as a percentage of total loans and leases, excluding PPP loans was 1.49%, a non-GAAP financial measure. The PPP loans are individually guaranteed by the Small Business Administration and therefore the accounting under CECL does not require reserves to be recorded on such loans. Our ACL at June 30, 2020 reflects high levels of change in both current and forecasted macroeconomic conditions, which are impacted by the COVID-19 pandemic. However, no assurance can be given that we will not, in any particular period, sustain loan and lease losses that are sizable in relation to the amount reserved or will not require significant changes in the balance of the ACL due to subsequent evaluations of the loan and lease portfolios, in light of factors then prevailing, including economic conditions, information obtained during our ongoing credit review process or regulatory requirements. Among other factors, economic slowdown, increasing levels of unemployment, declines in collateral values and/or rising interest rates may have an adverse impact on the current adequacy of our ACL by increasing credit risk and the risk of potential loss. See "Non-GAAP Financial Measures" in this Management's Discussion and Analysis for further information.


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The total ACL is expected to absorb losses from any segment of the portfolio. The allocation of our ACL disclosed in the following table is subject to change based on changes in the criteria used to evaluate the allowance.

Prior to the adoption of CECL on January 1, 2020, the ACL was calculated under an incurred loss model which delayed recognition of loss until it was probable the loss had been incurred, in contrast to the accounting under CECL which considers current credit losses expected to be incurred in the loan and lease portfolios over the remaining expected life of each financial asset.

Detailed information regarding our credit loss reserves was as follows:
 
At June 30, 2020
 
Adjusted for adoption of CECL(1)
 
At December 31, 2019
 
ACL(1)
 
% of Category to Total Loan and Lease Portfolio
 
ACL(1)
 
% of Category to Total Loan and Lease Portfolio
 
ACL(1)
 
% of Category to Total Loan and Lease Portfolio
(Dollars in thousands)
Amount
 
As a % of Loan and Lease Portfolio
 
 
Amount
 
As a % of Loan and Lease Portfolio
 
 
Amount
 
As a % of Loan and Lease Portfolio
 
Commercial loan and lease portfolio:
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
122,024

 
1.00
%
 
34.3
%
 
$
93,884

 
0.82
%
 
29.4
%
 
$
42,430

 
0.38
%
 
33.2
%
Commercial real estate
162,364

 
1.69

 
27.1

 
67,620

 
0.74

 
21.2

 
27,308

 
0.29

 
26.5

Lease financing
19,041

 
0.70

 
7.6

 
21,631

 
0.80

 
6.8

 
14,742

 
0.55

 
7.8

Total commercial loan and lease portfolio
303,429

 
1.24

 
69.0

 
183,135

 
0.79

 
57.4

 
84,480

 
0.36

 
67.5

Consumer loan portfolio:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Residential mortgage
79,479

 
1.30

 
17.3

 
72,939

 
1.18

 
22.9

 
8,099

 
0.13

 
17.9

Consumer installment
21,382

 
1.49

 
4.0

 
15,967

 
1.04

 
5.0

 
2,678

 
0.17

 
4.5

Home equity
56,824

 
1.65

 
9.7

 
47,003

 
1.34

 
14.7

 
17,795

 
0.51

 
10.1

Total consumer loan portfolio
157,685

 
1.43

 
31.0

 
135,909

 
1.21

 
42.6

 
28,572

 
0.25

 
32.5

Total allowance for loan and lease losses
461,114

 
1.30

 
100.0
%
 
319,044

 
0.92

 
100.0
%
 
113,052

 
0.33

 
100.0
%
Reserve for unfunded lending commitments
42,788

 
N.A.

 
 
 
18,235

 
N.A.

 
 
 
3,528

 
N.A.

 
 
Allowance for credit losses(1)
$
503,902

 
1.42
%
 
 
 
$
337,279

 
0.98
%
 
 
 
$
116,580

 
0.34
%
 
 
N.A. Not Applicable
(1)
Allowance for credit losses effective January 1, 2020 are calculated under the guidance of CECL. At December 31, 2019 allowance for credit losses were calculated under the guidance of ASC Topic 310 prior to adoption of CECL, See "Note 3. Summary of Significant Accounting Policies" and "Note 8. Allowance for Credit Losses and Credit Quality" of Notes to Consolidated Financial Statements for further information.



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The rollforward of the allowance for credit losses were as follows:
 
Three Months Ended
 
Six Months Ended
(Dollars in thousands)
Jun. 30, 2020
 
Mar. 31, 2020
 
Jun. 30, 2019
 
Jun. 30, 2020
 
Jun. 30, 2019
Allowance for loans and lease losses
 
 
 
 
 
 
 
 
 
Balance, beginning of period
$
406,383

 
$
113,052

 
$
147,972

 
$
113,052

 
$
157,446

Impact of CECL adoption

 
205,992

 

 
205,992

 

Adjusted balance, beginning of period
406,383

 
319,044

 
147,972

 
319,044

 
157,446

Charge-offs
 
 
 
 
 
 
 
 
 
Commercial loan and lease portfolio:
 
 
 
 
 
 
 
 
 
Commercial and industrial
(2,562
)
 
(7,584
)
 
(6,689
)
 
(10,146
)
 
(12,570
)
Commercial real estate
(761
)
 

 

 
(761
)
 

Lease financing
(1,638
)
 
(1,297
)
 
(1,419
)
 
(2,935
)
 
(3,103
)
Total commercial loan and lease portfolio
(4,961
)
 
(8,881
)
 
(8,108
)
 
(13,842
)
 
(15,673
)
Consumer loan portfolio:
 
 
 
 
 
 
 
 
 
Residential mortgage
(1,166
)
 
(528
)
 
(590
)
 
(1,694
)
 
(1,333
)
Consumer installment
(2,753
)
 
(4,071
)
 
(11,307
)
 
(6,824
)
 
(26,625
)
Home equity
(1,078
)
 
(1,249
)
 
(1,061
)
 
(2,327
)
 
(1,866
)
Total consumer loan portfolio
(4,997
)
 
(5,848
)
 
(12,958
)
 
(10,845
)
 
(29,824
)
Total charge-offs
(9,958
)
 
(14,729
)
 
(21,066
)
 
(24,687
)
 
(45,497
)
Recoveries
 
 
 
 
 
 
 
 
 
Commercial loan and lease portfolio:
 
 
 
 
 
 
 
 
 
Commercial and industrial
2,571

 
3,562

 
869

 
6,133

 
1,491

Commercial real estate
117

 
563

 
9

 
680

 
14

Lease financing
246

 
419

 
453

 
665

 
746

Total commercial loan and lease portfolio
2,934

 
4,544

 
1,331

 
7,478

 
2,251

Consumer loan portfolio:
 
 
 
 
 
 
 
 
 
Residential mortgage
295

 
883

 
510

 
1,178

 
786

Consumer installment
2,591

 
2,822

 
4,317

 
5,413

 
8,072

Home equity
743

 
1,003

 
826

 
1,746

 
1,652

Total consumer loan portfolio
3,629

 
4,708

 
5,653

 
8,337

 
10,510

Total recoveries
6,563

 
9,252

 
6,984

 
15,815

 
12,761

Net charge-offs
(3,395
)
 
(5,477
)
 
(14,082
)
 
(8,872
)
 
(32,736
)
Provision for credit losses related to loans and leases(1)
58,126

 
92,990

 
13,569

 
151,116

 
23,691

Other

 
(174
)
 
(956
)
 
(174
)
 
(1,898
)
Balance, end of period
461,114

 
406,383

 
146,503

 
461,114

 
146,503

Reserve for unfunded lending commitments
 
 
 
 
 
 
 
 
 
Balance, beginning of period
22,188

 
3,528

 
1,941

 
3,528

 
1,428

Impact of CECL adoption

 
14,707

 

 
14,707

 

Adjusted balance, beginning of period
22,188

 
18,235

 
1,941

 
18,235

 
1,428

Provision (benefit) for credit losses related to unfunded lending commitments(1)
20,600

 
3,953

 
(5
)
 
24,553

 
508

Balance, end of period
42,788

 
22,188

 
1,936

 
42,788

 
1,936

Total Allowance for Credit Losses
$
503,902

 
$
428,571

 
$
148,439

 
$
503,902

 
$
148,439

(1)
Provision for credit losses related to loans and leases and the provision for credit losses related to unfunded lending commitments are included within Provision for Credit Losses.

Net loan and lease charge-offs for the three months ended June 30, 2020 were $3.4 million, or 0.04% of average loans and leases (annualized), compared with $5.5 million, or 0.06% of average loans and leases (annualized) for the three months ended March 31, 2020, and $14.1 million, or 0.29% of average loans and leases (annualized) for the three months ended June 30, 2019. The decrease in the three months ended June 30, 2020, compared to the three months ended March 31, 2020, was primarily due to a decrease in net charge-offs in our commercial and industrial portfolio. The decrease in the three months ended June 30, 2020, compared to the three months ended June 30, 2019, was primarily due to decreases in net charge-offs in both our consumer and commercial loan portfolios.



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Net loan and lease charge-offs for the six months ended June 30, 2020 were $8.9 million, or 0.05% of average loans and leases (annualized), compared with $32.7 million, or 0.34% of average loans and leases (annualized) for the six months ended June 30, 2019. The decrease in the six months ended June 30, 2020, compared to the six months ended June 30, 2019, was primarily due to a decrease in charge-offs in our consumer loan portfolio.

Investment Securities Held-to-Maturity The investment securities held-to-maturity portfolio consist primarily of fixed-rate mortgage-backed securities issued and guaranteed by FNMA, GNMA and FHLMC which significantly decreases credit risk. The most important credit quality factor we consider to understand the condition of the residential agency mortgage-backed securities is that all are AAA rated and guaranteed.

Liquidity Management We manage our liquidity to ensure that our funding needs are met both promptly and in a cost-effective manner. Asset liquidity arises from liquid assets that can be sold or pledged as collateral, amortization, prepayment or maturity of assets and from our ability to sell loans. Liability liquidity results from our ability to maintain a diverse set of funding sources to promptly meet funding requirements.

TCF Bank had $2.2 billion of net liquidity qualifying interest-bearing deposits at the Federal Reserve Bank at June 30, 2020, compared with $489.7 million at December 31, 2019. Certain investment securities held-to-maturity and investment securities carried at fair value provide the ability to liquidate or pledge unencumbered securities as needed. At June 30, 2020, $1.3 billion of our securities were pledged as collateral to secure certain deposits and borrowings.

TCF Financial had net liquidity qualifying cash of $179.8 million at June 30, 2020, compared with $156.0 million at December 31, 2019.

Deposits are the primary source of our funds for use in lending and for other general business purposes. In addition to deposits, we receive funds from loan and lease repayments, loan sales and borrowings. Borrowings may be used to compensate for reductions in normal sources of funds, such as deposit inflows at less than projected levels, net deposit outflows or to fund balance sheet growth. We primarily borrow from the Federal Home Loan Bank (the "FHLB") of Des Moines. We had $4.3 billion of additional borrowing capacity at the FHLB of Des Moines at June 30, 2020, as well as access to the Federal Reserve Discount Window. In addition, we maintain a diversified set of unsecured and uncommitted funding sources, including access to overnight federal funds purchased lines, brokered deposits and capital markets. Lending activities, such as loan originations, loan purchases and equipment purchases for lease financing are the primary uses of our funds.

On June 29, 2020, TCF Financial voluntarily prepaid the outstanding $80.0 million on its $150.0 million unsecured 364-day revolving credit facility with an unaffiliated bank. As of June 30, 2020 the credit facility was closed.

Our wholly-owned subsidiary, TCF Commercial Finance Canada, Inc. ("TCFCFC"), maintains a $20.0 million Canadian dollar-denominated line of credit facility with an unaffiliated bank, which is guaranteed by TCF Bank. TCFCFC had no (USD) outstanding under the line of credit with the counterparty at June 30, 2020 and at December 31, 2019.

Deposits Deposits were $39.2 billion at June 30, 2020, an increase of $4.7 billion, compared to $34.5 billion at December 31, 2019. The increase in deposits was primarily due to increases in noninterest-bearing deposits of $2.5 billion, money market deposits of $1.0 billion, savings account balances of $804.3 million, and interest-bearing checking account balances of $726.9 million, reflecting lower consumer spending impacted by the COVID-19 pandemic, partially offset by a decrease of $312.6 million of certificates of deposit.

Noninterest-bearing checking accounts represented 26.7% of total deposits at June 30, 2020, compared with 23.1% of total deposits at December 31, 2019. Our weighted-average interest rate for deposits, including noninterest-bearing deposits, was 0.49% for the three months ended June 30, 2020, 0.78% for the three months ended March 31, 2020 and 0.86% for the three months ended June 30, 2019, and was 0.63% for the six months ended June 30, 2020 and 0.84% for the six months ended June 30, 2019.



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Certificates of deposit including Certificate of Deposit Account Registry Service ("CDARS") deposits, IRA deposits and brokered deposits, were $7.1 billion and $7.5 billion at June 30, 2020 and December 31, 2019, respectively. The maturities of certificates of deposit with denominations equal to or greater than $100,000 at June 30, 2020 were as follows:
(In thousands)
 
Three months or less
$
820,942

Over three through six months
1,208,033

Over six through 12 months
1,192,633

Over 12 months
309,984

Total
$
3,531,592


Borrowings Borrowings were $3.7 billion at June 30, 2020, compared with $5.0 billion at December 31, 2019. The decrease in borrowings was primarily due to a decrease in long-term FHLB borrowings.

Information regarding short-term borrowings (borrowings with an original maturity of less than one year) was as follows:
 
At or For the Three Months Ended June 30,
 
At or For the Six Months Ended June 30,
(Dollars in thousands)
2020
 
2019
 
2020
 
2019
FHLB advances
 
 
 
 
 
 
 
Maximum outstanding at any month-end
$
2,750,000

 
$

 
$
3,200,000

 
$

Balance outstanding at end of period
2,550,000

 
350,000

 
2,550,000

 
350,000

Weighted average interest rate at end of period
0.49
%
 
2.51
%
 
0.49
%
 
2.64
%
Average balance outstanding
$
2,725,824

 
$
317,583

 
$
2,596,704

 
$
303,316

Weighted average interest rate
0.50
%
 
2.62
%
 
1.04
%
 
2.51
%
Federal funds purchased
 
 
 
 
 
 
 
Maximum outstanding at any month-end
$

 
$

 
$

 
$

Balance outstanding at end of period

 

 

 

Weighted average interest rate at end of period
%
 
%
 
%
 
%
Average balance outstanding
$

 
$

 
$
115

 
$
171

Weighted average interest rate
%
 
%
 
1.78
%
 
2.67
%
Collateralized Deposits
 
 
 
 
 
 
 
Maximum outstanding at any month-end
$
222,998

 
$

 
$
222,998

 
$

Balance outstanding at end of period
222,998

 

 
222,998

 

Weighted average interest rate at end of period
0.25
%
 
%
 
0.25
%
 
%
Average balance outstanding
$
212,213

 
$
2,251

 
$
210,264

 
$
2,513

Weighted average interest rate
0.40
%
 
2.62
%
 
0.48
%
 
2.64
%
Line-of-credit: TCF Financial Corporation
 
 
 
 
 
 
 
Maximum outstanding at any month-end
$
80,000

 
$

 
$
80,000

 
$

Balance outstanding at end of period

 

 

 

Weighted average interest rate at end of period
%
 
%
 
%
 
%
Average balance outstanding
$
78,242

 
$

 
$
45,385

 
$

Weighted average interest rate
2.17
%
 
%
 
2.40
%
 
%
Line-of-credit: TCF Commercial Finance Canada, Inc.
 
 
 
 
 
 
 
Maximum outstanding at any month-end
$

 
$
10,455

 
$
747

 
$
10,455

Balance outstanding at end of period

 
764

 

 
764

Weighted average interest rate at end of period
%
 
3.00
%
 
%
 
3.00
%
Average balance outstanding
$
211

 
$
1,209

 
$
408

 
$
1,347

Weighted average interest rate
1.50
%
 
3.00
%
 
2.52
%
 
3.00
%



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Long-term borrowings were as follows:
(In thousands)
June 30, 2020
 
December 31, 2019
FHLB advances
$
270,927

 
$
1,822,058

Subordinated debt obligations
587,058

 
428,470

Discounted lease rentals
75,910

 
100,882

Finance lease obligation
3,013

 
3,038

Total long-term borrowings
$
936,908

 
$
2,354,448


On May 6, 2020, TCF Bank issued $150.0 million of fixed-to-floating rate subordinated notes (the “2030 Notes”), at par. The 2030 Notes, due May 6, 2030, bear an initial fixed interest rate of 5.50% per annum until May 6, 2025, payable semi-annually in arrears on May 6 and November 6, commencing on November 6, 2020, resetting quarterly thereafter to the then-current three-month LIBOR rate plus 509 basis points.

See "Note 12. Borrowings" of Notes to Consolidated Financial Statements for further information regarding our long-term borrowings.

Commitments We have commitments that may impact our liquidity. The following schedule summarizes our credit-related commitments and expected expiration dates by period as of June 30, 2020. Although many of these commitments historically have expired without being drawn upon, and therefore, the total amount of these commitments does not necessarily represent future liquidity requirements, changes in macroeconomic conditions and customer liquidity needs could result in greater utilization than we have experienced previously. See "Note 23. Commitments, Contingent Liabilities and Guarantees" of Notes to Consolidated Financial Statements for a further discussion of these obligations.

 
Amount of Commitment - Expiration by Period
(In thousands)
Total
 
Less than
1 year
 
1-3
years
 
3-5
years
 
More than
5 years
Commitments:
 
 
 
 
 
 
 
 
 
Commitments to extend credit:
 
 
 
 
 
 
 
 
 
Commercial
$
4,784,205

 
$
2,015,643

 
$
1,485,686

 
$
1,036,957

 
$
245,919

Consumer
2,243,985

 
107,288

 
132,258

 
175,367

 
1,829,072

Total commitments to extend credit
7,028,190

 
2,122,931

 
1,617,944

 
1,212,324

 
2,074,991

Standby letters of credit and guarantees on industrial revenue bonds
116,490

 
64,482

 
35,084

 
16,072

 
852

Total
$
7,144,680

 
$
2,187,413

 
$
1,653,028

 
$
1,228,396

 
$
2,075,843


Unrecognized tax benefits, projected benefit obligations, demand deposits with indeterminate maturities and discretionary credit facilities that do not obligate us to lend have been excluded from the contractual obligations table above.

Capital Management We are committed to managing capital to maintain protection for shareholders, depositors and creditors. We employ a variety of capital management tools to achieve our capital goals, including, but not limited to, dividends, public offerings of debt and preferred and common stock, common stock repurchases, redemption of preferred stock and the issuance or redemption of subordinated debt and other capital instruments. We maintain a Capital Planning and Dividend Policy which applies to TCF Financial and incorporates TCF Bank's Capital Planning and Dividend Policy. These policies are intended to ensure that capital strategy actions, including the addition of new capital, if needed, common stock repurchases, redemption of preferred stock or the declaration of preferred stock, common stock and bank dividends are prudent, efficient and provide value to our shareholders, while ensuring that past and prospective earnings retention is consistent with our capital needs for growth, as well as asset quality and overall financial condition. TCF Financial and TCF Bank manage capital levels to exceed all regulatory capital requirements.



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In 2019, our Board of Directors approved an authorization to repurchase up to $150 million of our common stock. The repurchase program has no expiration, and permits shares to be repurchased in compliance with Rule 10b-18 of the Exchange Act, through one or more broker-dealers as part of “block purchases” made by TCF, and/or through privately negotiated purchases, accelerated stock repurchase agreements, or Rule 10b5-1 plans at our discretion. In response to the COVID-19 pandemic, TCF temporarily suspended buybacks under its share repurchase program, but retains the ability to resume repurchases as circumstances warrant. We did not repurchase any shares of our common stock during the three months ended June 30, 2020, and we repurchased 873,376 shares of our common stock totaling $33.1 million during the six months ended June 30, 2020.

Effective January 1, 2020, the Corporation adopted CECL. Consistent with the treatment of the ACL under the capital rule’s standardized approach, the ALLL (excluding PCD loans) and RULC are eligible for inclusion in TCF’s Tier 2 capital up to 1.25 percent of standardized total risk weighted assets. In response to the COVID-19 pandemic, the regulatory agencies published an interim final rule on March 31, 2020 that provides the option to delay the cumulative effect of the day 1 impact of CECL adoption on regulatory capital, along with 25% of the change in the adjusted allowance for credit losses (as computed for regulatory capital purposes which excludes PCD loans), for two years, followed by a three-year phase-in period. Management elected the 5-year transition period consistent with the March 31, 2020 interim final rule.

At June 30, 2020 and December 31, 2019, TCF Bank's capital ratios exceeded the quantitative capital ratios required for an institution to be considered "well-capitalized." Significant factors that may affect capital adequacy include, but are not limited to, economic uncertainty, deteriorating economic conditions, a disproportionate growth in assets versus capital and a change in mix or credit quality of assets. There are no conditions or events since June 30, 2020 that management believes have changed TCF Bank's status as well-capitalized.

Equity Total equity was $5.7 billion, or 11.3% of total assets, at June 30, 2020, compared with $5.7 billion, or 12.3% of total assets, at December 31, 2019.

Common Stock Dividends Dividends to common shareholders on a per share basis were $0.35 for both the three months ended June 30, 2020 and March 31, 2020. Dividends to common shareholders on a per share basis, adjusted to reflect the Merger Exchange Ratio, were $0.30 and $0.59 for the three and six months ended June 30, 2019, respectively. Our common stock dividend payout ratio was 250.00% and 148.94% for the three and six months ended June 30, 2020, respectively, compared with 109.38% for the three months ended March 31, 2020, and 27.59% and 31.24% for the three and six months ended June 30, 2019, respectively. TCF Financial's primary funding sources for dividends are dividends received from TCF Bank.

On July 27, 2020, our Board of Directors announced a regular quarterly cash dividend of $0.35 per common share payable on September 1, 2020 to shareholders of record at the close of business on August 14, 2020, and a quarterly cash dividend of $0.35625 per depositary share representing a 1/1,000th interest in a share of the 5.70% Series C Non-Cumulative Perpetual Preferred Stock, payable on September 1, 2020 to shareholders of record at the close of business on August 14, 2020.

Common Shareholders' Equity Total common shareholders' equity was $5.5 billion, or 10.92% of total assets, at June 30, 2020, compared with $5.5 billion, or 11.87%, at December 31, 2019. Tangible common equity was $4.0 billion, or 8.22% of total tangible assets, at June 30, 2020, compared with $4.0 billion, or 9.01% of total tangible assets, at December 31, 2019. Book value per common share was $35.91 at June 30, 2020, compared with $36.20 at December 31, 2019. Tangible book value per common share was $26.25 at June 30, 2020, compared with $26.60 at December 31, 2019. Tangible common equity and tangible book value are non-GAAP measures that exclude goodwill and other intangible assets See "Consolidated Financial Condition Analysis — Non-GAAP Financial Measures" in this Management's Discussion and Analysis for further information.



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Non-GAAP Financial Measures

This report contains references to financial measures that are not defined in GAAP. Such non-GAAP financial measures include our tangible book value per common share; tangible common shareholders' equity; presentation of net interest income and net interest margin on a fully tax-equivalent ("FTE") basis; our adjusted efficiency ratio (which excludes merger-related expenses, expenses associated with the sale of the Legacy TCF auto finance portfolio, gains on sales of branches and branch exit costs, loan servicing rights impairment, lease financing equipment depreciation, net interest income FTE adjustment, amortization of intangible assets, and federal historic tax credit amortization), composition of loans and allowance excluding PPP loans, the adjusted allowance for credit losses as a percentage of loans and leases, excluding PPP loans; adjusted net interest income and margin (which excludes purchase accounting accretion and amortization and the impact of PPP loans); and other adjusted information presented excluding merger-related expenses and notable items (defined as expenses associated with the sale of the Legacy TCF auto finance portfolio, gains on sales of branches and branch exit costs and loan servicing rights impairment) including net income, diluted earnings per share, return on average assets, return on average common shareholders' equity, return on average tangible common shareholders' equity tangible book value per common share and tangible common equity to tangible assets. Management believes that the presentation of these non-GAAP financial measures (i) provides important supplemental information that contributes to a proper understanding of our operating performance, (ii) enables a more complete understanding of factors and trends affecting our business and (iii) allows investors to evaluate our performance in a manner similar to management, the financial services industry, bank stock analysts, and bank regulators. Management uses non-GAAP financial measures internally in the preparation of our operating budgets, monthly financial performance reporting, and in our presentation to investors of our performance. Non-GAAP financial measures are not defined by GAAP and other entities may calculate them differently than we do. Non-GAAP financial measures have inherent limitations and are not required to be uniformly applied. Although non-GAAP financial measures are frequently used by stakeholders in the evaluation of a company, they have limitations as analytical tools and should not be considered in isolation or as a substitute for analyses of results as reported under GAAP.

The following tables provide a reconciliation of each non-GAAP financial measure to the most directly comparable GAAP financial measure. A reconciliation of net interest income and net interest margin (FTE) to the most directly comparable GAAP financial measure can be found within the Net Interest Income subheading of this report.


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The computation of the adjusted diluted earnings per common share and adjusted net income attributable to TCF was as follows:
 
 
Three Months Ended
 
Six Months Ended
(Dollars in thousands, except per share data)
 
June 30, 2020
 
March 31, 2020
 
June 30, 2019
 
June 30, 2020
 
June 30, 2019
Net income available to common shareholders
 
$
21,270

 
$
49,406

 
$
87,933

 
$
70,676

 
$
155,934

Earnings allocated to participating securities
 

 

 
(17
)
 

 
(30
)
Earnings allocated to common shareholders
(a)
21,270

 
49,406

 
87,916

 
70,676

 
155,964

Merger-related expenses
 
81,619

 
36,728

 
4,226

 
118,347

 
13,684

Notable items:
 
 
 
 
 
 
 
 
 
 
Sale of legacy TCF auto finance portfolio and related expenses(1)
 
901

 
3,063

 

 
3,964

 

Gains on sales of branches and branch exit costs(2)
 
(14,166
)
 

 

 
(14,166
)
 

Loan servicing rights impairment(3)
 
8,858

 
8,236

 

 
17,094

 

Total notable items
 
(4,407
)
 
11,299

 

 
6,892

 

Total merger-related expenses and notable items
 
77,212

 
48,027

 
4,226

 
125,239

 
13,684

Related income tax expense, net of benefits(4)
 
(16,114
)
 
(10,071
)
 
(1,003
)
 
(26,185
)
 
(3,255
)
Total adjustments, net of tax
 
61,098

 
37,956

 
3,223

 
99,054

 
10,429

Adjusted earnings allocated to common stock
(b)
$
82,368

 
$
87,362

 
$
91,139

 
$
169,730

 
$
166,393

 
 
 
 
 
 
 
 
 
 
 
Weighted-average common shares outstanding used in diluted earnings per common share calculation(5)
(c)
151,660,139

 
152,114,017

 
82,298,920

 
151,837,226

 
82,272,396

 
 
 
 
 
 
 
 
 
 
 
Diluted earnings per common share
(a) / (c)
$
0.14

 
$
0.32

 
$
1.07

 
$
0.47

 
$
1.89

Adjusted diluted earnings per common share
(b) / (c)
0.54

 
0.57

 
1.11

 
1.12

 
2.02

 
 
 
 
 
 
 
 
 
 
 
Net income attributable to TCF
 
$
23,764

 
$
51,899

 
$
90,427

 
$
75,663

 
$
160,921

Total adjustments, net of tax
 
61,098

 
37,956

 
3,223

 
99,054

 
10,429

Adjusted net income attributable to TCF
 
$
84,862

 
$
89,855

 
$
93,650

 
$
174,717

 
$
171,350

(1)
Three months ended June 30, 2020 amount included within other noninterest expense ($0.8 million) and compensation and employee benefits ($0.1 million). Three months ended March 31, 2020 amount included within occupancy and equipment ($1.6 million), compensation and employee benefits ($0.9 million) and other noninterest expense ($0.6 million). Six months ended June 30, 2020 amount included within occupancy and equipment ($1.6 million), compensation and employee benefits ($1.0 million) and other noninterest expense ($1.3 million).
(2)
Included within other noninterest income ($14.7 million net gain) and other noninterest expense ($0.6 million).
(3)
Included within other noninterest income.
(4)
Included within income tax expense.
(5)
Assumes conversion of common shares, as applicable.



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The computation of the adjusted net interest income and margin was as follows:
 
Three Months Ended
 
Six Months Ended
(Dollars in thousands, except per share data)
June 30, 2020
 
March 31, 2020
 
June 30, 2019
 
June 30, 2020
 
June 30, 2019
Net Interest Income
$
378,359

 
$
401,481

 
$
254,057

 
$
779,840

 
$
508,486

Purchase accounting accretion and amortization
(18,209
)
 
(25,258
)
 

 
(43,467
)
 

Adjusted net interest income, excluding purchase accounting accretion and amortization
360,150

 
376,223

 
254,057

 
736,373

 
508,486

Net fees recognized on PPP loans
(7,805
)
 

 

 
(7,805
)
 

Interest recognition on PPP loans(1)
(1,759
)
 

 

 
(1,759
)
 

Total PPP loans impact
(9,564
)
 

 

 
(9,564
)
 

Adjusted net interest income, excluding purchase accounting accretion and amortization and PPP impact
$
350,586

 
$
376,223

 
$
254,057

 
$
726,809

 
$
508,486

Net interest margin (FTE)
3.35
 %
 
3.76
 %
 
4.49
%
 
3.55
 %
 
4.55
%
Purchase accounting accretion and amortization
(0.16
)
 
(0.23
)
 

 
(0.20
)
 

Adjusted net interest margin, excluding purchase accounting accretion and amortization (FTE)
3.19

 
3.53

 
4.49

 
3.35

 
4.55

PPP loans impact(2)
0.01

 

 

 
0.01

 

Adjusted net interest margin, excluding purchase accounting accretion and amortization and PPP loans impact (FTE)
3.20
 %
 
3.53
 %
 
4.49
%
 
3.36
 %
 
4.55
%
(1)
Interest income on PPP loans less funding costs.
(2)
The exclusion of PPP loans additionally reduces average earning assets by $1.2 billion in the three months ended June 30, 2020 and $0.6 billion in the six months ended June 30, 2020.



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The computation of the adjusted return on average assets, common equity and average tangible common equity was as follows:
 
 
Three Months Ended
 
Six Months Ended
(Dollars in thousands)
 
June 30, 2020
 
March 31, 2020
 
June 30, 2019
 
June 30, 2020
 
June 30, 2019
Adjusted net income after tax expense:
 
 
 
 
 
 
 
 
 
 
Income after tax expense
(a)
$
26,233

 
$
53,816

 
$
94,043

 
$
80,049

 
$
167,492

Merger-related expenses
 
81,619

 
36,728

 
4,226

 
118,347

 
13,684

Notable items
 
(4,407
)
 
11,299

 

 
6,892

 

Related income tax expense, net of tax benefits
 
(16,114
)
 
(10,071
)
 
(1,003
)
 
(26,185
)
 
(3,255
)
Adjusted net income after tax expense for ROAA calculation
(b)
87,331

 
91,772

 
97,266

 
179,103

 
177,921

Net income available to common shareholders
(c)
21,270

 
49,406

 
87,933

 
70,676

 
155,934

Other intangibles amortization
 
5,516

 
5,480

 
798

 
10,996

 
1,610

Related income tax expense
 
(1,151
)
 
(1,149
)
 
(189
)
 
(2,300
)
 
(382
)
Net income available to common shareholders used in ROATCE calculation
(d)
25,635

 
53,737

 
88,542

 
79,372

 
157,162

 
 
 
 
 
 
 
 
 
 
 
Adjusted net income available to common shareholders:
 
 
 
 
 
 
 
 
 
 
Net income available to common shareholders
 
21,270

 
49,406

 
87,933

 
70,676

 
155,934

Notable items
 
(4,407
)
 
11,299

 

 
6,892

 

Merger-related expenses
 
81,619

 
36,728

 
4,226

 
118,347

 
13,684

Related income tax expense, net of tax benefits
 
(16,114
)
 
(10,071
)
 
(1,003
)
 
(26,185
)
 
(3,255
)
Net income available to common shareholders used in adjusted ROACE calculation
(e)
82,368

 
87,362

 
91,156

 
169,730

 
166,363

Other intangibles amortization
 
5,516

 
5,480

 
798

 
10,996

 
1,610

Related income tax expense
 
(1,151
)
 
(1,149
)
 
(189
)
 
(2,300
)
 
(382
)
Net income available to common shareholders used in adjusted ROATCE calculation
(f)
86,733

 
91,693

 
91,765

 
178,426

 
167,591

Average balances:
 
 
 
 
 
 
 
 
 
 
Average assets
(g)
49,716,116

 
46,985,426

 
24,483,822

 
48,350,771

 
24,296,422

Total average equity
 
5,658,255

 
5,630,487

 
2,664,016

 
5,644,371

 
2,621,867

Non-controlling interest in subsidiaries
 
(28,122
)
 
(25,328
)
 
(29,630
)
 
(26,725
)
 
(27,089
)
Total TCF Financial Corporation shareholders' equity
 
5,630,133

 
5,605,159

 
2,634,386

 
5,617,646

 
2,594,778

Preferred stock
 
(169,302
)
 
(169,302
)
 
(169,302
)
 
(169,302
)
 
(169,302
)
Average total common shareholders' equity used in ROACE calculation
(h)
5,460,831

 
5,435,857

 
2,465,084

 
5,448,344

 
2,425,476

Average goodwill, net
 
(1,313,046
)
 
(1,301,080
)
 
(154,757
)
 
(1,307,063
)
 
(154,757
)
Average other intangibles, net
 
(160,841
)
 
(166,298
)
 
(19,270
)
 
(156,890
)
 
(19,674
)
Average tangible common shareholders' equity used in ROATCE calculation
(i)
$
3,986,944

 
$
3,968,479

 
$
2,291,057

 
$
3,984,391

 
$
2,251,045

 
 
 
 
 
 
 
 
 
 
 
ROAA(1)
(a) / (g)
0.21
%
 
0.46
%
 
1.54
%
 
0.33
%
 
1.38
%
Adjusted ROAA(1)
(b) / (g)
0.70

 
0.78

 
1.59

 
0.74

 
1.46

ROACE(1)
(c) / (h)
1.56

 
3.64

 
14.27

 
2.59

 
12.86

Adjusted ROACE(1)
(e) / (h)
6.03

 
6.43

 
14.79

 
6.23

 
13.72

ROATCE(1)
(d) / (i)
2.57

 
5.42

 
15.46

 
3.99

 
13.96

Adjusted ROATCE(1)
(f) / (i)
8.70

 
9.24

 
16.02

 
8.97

 
14.89

(1)
Annualized.



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The computation of the adjusted efficiency ratio, noninterest income and noninterest expense was as follows:
 
 
Three Months Ended
 
Six Months Ended
(Dollars in thousands)
 
June 30, 2020
 
March 31, 2020
 
June 30, 2019
 
June 30, 2020
 
June 30, 2019
Noninterest expense
(a)
$
400,241

 
$
374,599

 
$
236,849

 
$
774,840

 
$
489,924

Merger-related expenses
 
(81,619
)
 
(36,728
)
 
(4,226
)
 
(118,347
)
 
(13,684
)
Write-down of company-owned vacant land parcels and branch exit costs
 
(551
)
 

 

 
(551
)
 

Expenses related to the sale of Legacy TCF auto finance portfolio
 
(901
)
 
(3,063
)
 

 
(3,964
)
 

Adjusted noninterest expense
 
317,170

 
334,808

 
232,623

 
651,978

 
476,240

Lease financing equipment depreciation
 
(18,212
)
 
(18,450
)
 
(19,133
)
 
(36,662
)
 
(38,389
)
Amortization of intangibles
 
(5,516
)
 
(5,480
)
 
(798
)
 
(10,996
)
 
(1,610
)
Federal historic tax credit amortization
 
(179
)
 
(1,521
)
 

 
(1,701
)
 

Adjusted noninterest expense, efficiency ratio
(b)
$
293,263

 
$
309,357

 
$
212,692

 
$
602,619

 
$
436,241

 
 
 
 
 
 
 
 
 
 
 
Net interest income
 
$
378,359

 
$
401,481

 
$
254,057

 
$
779,840

 
$
508,486

Noninterest income
 
133,054

 
136,963

 
109,718

 
270,017

 
213,222

Total revenue
(c)
511,413

 
538,444

 
363,775

 
1,049,857

 
721,708

 
 
 
 
 
 
 
 
 
 
 
Noninterest income
 
133,054

 
136,963

 
109,718

 
270,017

 
213,222

Gain on sales of branches
 
(14,717
)
 

 

 
(14,717
)
 

Loan servicing rights impairment
 
8,858

 
8,236

 

 
17,094

 

Adjusted noninterest income
 
127,195

 
145,199

 
109,718

 
272,394

 
213,222

Net interest income
 
378,359

 
401,481

 
254,057

 
779,840

 
508,486

Net interest income FTE adjustment
 
3,032

 
2,983

 
1,337

 
6,015

 
3,059

Adjusted net interest income
 
381,391

 
404,464

 
255,394

 
785,855

 
511,545

Lease financing equipment depreciation
 
(18,212
)
 
(18,450
)
 
(19,133
)
 
(36,662
)
 
(38,389
)
Adjusted total revenue, efficiency ratio
(d)
$
490,374

 
$
531,213

 
$
345,979

 
$
1,021,587

 
$
686,378

 
 
 
 
 
 
 
 
 
 
 
Efficiency ratio
(a) / (c)
78.26
%
 
69.57
%
 
65.11
%
 
73.80
%
 
67.88
%
Adjusted efficiency ratio
(b) / (d)
59.80

 
58.24

 
61.48

 
58.99

 
63.56


The computations of tangible common equity to tangible assets and tangible book value per common share were as follows:
(Dollars in thousands, except per share data)
 
At June 30, 2020
 
At December 31, 2019
Total equity
 
$
5,658,555

 
$
5,727,241

Non-controlling interest in subsidiaries
 
(23,300
)
 
(20,226
)
Total TCF Financial Corporation shareholders' equity
 
5,635,255

 
5,707,015

Preferred stock
 
(169,302
)
 
(169,302
)
Total common shareholders' equity
(a)
5,465,953

 
5,537,713

Goodwill, net
 
(1,313,046
)
 
(1,299,878
)
Other intangibles, net
 
(157,373
)
 
(168,368
)
Tangible common shareholders' equity
(b)
$
3,995,534

 
$
4,069,467

 
 
 
 
 
Total assets
(c)
$
50,062,460

 
$
46,651,553

Goodwill, net
 
(1,313,046
)
 
(1,299,878
)
Other intangibles, net
 
(157,373
)
 
(168,368
)
Tangible assets
(d)
$
48,592,041

 
$
45,183,307

 
 
 
 
 
Common stock shares outstanding
(e)
152,233,106

 
152,965,571

 
 
 
 
 
Common equity to assets
(a) / (c)
10.92
%
 
11.87
%
Tangible common equity to tangible assets
(b) / (d)
8.22

 
9.01

 
 
 
 
 
Book value per common share
(a) / (e)
$
35.91

 
$
36.20

Tangible book value per common share
(b) / (e)
26.25

 
26.60



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The computations of loans and leases and the related allowance for credit losses excluding PPP were as follows:
 
 
 
 
 
Change from
December 31, 2019
(Dollars in thousands)
At June 30, 2020
 
At December 31, 2019
 
$
%
Commercial and industrial
$
12,200,721

 
$
11,439,602

 
$
761,119

6.7%
Commercial real estate
9,628,344

 
9,136,870

 
491,474

5.4
Lease financing
2,707,402

 
2,699,869

 
7,533

0.3
Total commercial loan and lease portfolio
24,536,467

 
23,276,341

 
1,260,126

5.4
Residential mortgage
6,123,118

 
6,179,805

 
(56,687
)
(0.9)
Consumer installment
1,430,655

 
1,542,411

 
(111,756
)
(7.2)
Home equity
3,445,584

 
3,498,907

 
(53,323
)
(1.5)
Total consumer loan portfolio
10,999,357

 
11,221,123

 
(221,766
)
(2.0)
Total loans and leases
35,535,824

 
34,497,464

 
1,038,360

3.0
PPP (Commercial and industrial)
1,819,469

 

 
1,819,469

N.M.
Loans and leases excluding PPP loans
 
 
 
 
 
 
Commercial and industrial
10,381,252

 
11,439,602

 
(1,058,350
)
(9.3)
Commercial real estate
9,628,344

 
9,136,870

 
491,474

5.4
Lease financing
2,707,402

 
2,699,869

 
7,533

0.3
Total commercial loan and lease portfolio
22,716,998

 
23,276,341

 
(559,343
)
(2.4)
Residential mortgage
6,123,118

 
6,179,805

 
(56,687
)
(0.9)
Consumer installment
1,430,655

 
1,542,411

 
(111,756
)
(7.2)
Home equity
3,445,584

 
3,498,907

 
(53,323
)
(1.5)
Total consumer loan portfolio
10,999,357

 
11,221,123

 
(221,766
)
(2.0)
Total loans and leases, excluding PPP loans
$
33,716,355

 
$
34,497,464

 
$
(781,109
)
(2.3)%
Allowance for credit losses
$
503,902

 
$
116,580

 
 
 
Allowance for credit losses as a % of total loans and leases
1.42
%
 
0.34
%
 
108

bps
Allowance for credit losses as a % of loans and leases, excluding PPP loans
1.49
%
 
0.34
%
 
115

 



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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Our results of operations depend, to a large degree, on our net interest income and our ability to manage interest rate risk. Although we manage other risks in the normal course of business, such as credit risk, liquidity risk and foreign currency risk, we consider interest rate risk to be one of our more significant market risks.

Interest Rate Risk

Our ALCO and Finance Committee of our Board of Directors have established interest rate risk policy limits. Interest rate risk is defined as the exposure of net interest income and fair value of financial instruments (interest earning assets, deposits and borrowings) to movements in interest rates. The major sources of our interest rate risk are timing differences in the maturity and repricing characteristics of assets and liabilities, changes in the shape of the yield curve, changes in consumer behavior and changes in relationships between rate indices (basis risk). Management measures these risks and their impact in various ways, including through the use of simulation and valuation analyses. The interest rate scenarios may include gradual or rapid changes in interest rates, spread narrowing and widening, yield curve twists and changes in assumptions about consumer behavior in various interest rate scenarios. A mismatch between maturities, interest rate sensitivities and prepayment characteristics of assets and liabilities results in interest rate risk. We, like most financial institutions, have material interest rate risk exposure to changes in both short- and long-term interest rates, as well as variable interest rate indices (e.g., the prime rate or London Interbank Offered Rate).

Our ALCO is responsible for reviewing our interest rate sensitivity position and establishing policies to monitor and limit exposure to interest rate risk. ALCO manages our interest rate risk based on interest rate expectations and other factors. The principal objective in managing our assets and liabilities is to provide maximum levels of net interest income and facilitate our funding needs, while maintaining acceptable levels of interest rate risk and liquidity risk.
 
ALCO primarily uses two interest rate risk tools with policy limits to evaluate our interest rate risk: net interest income simulation and economic value of equity ("EVE") analysis.

Management utilizes net interest income simulation models to estimate the near-term effects of changing interest rates on our net interest income. Net interest income simulation involves forecasting net interest income under a variety of scenarios, including the level of interest rates, the shape of the yield curve and the spreads between market interest rates. Management exercises best judgment in making assumptions regarding events that management can influence, such as non-contractual deposit repricings and events outside management's control, including consumer behavior on loan and deposit activity and the effect that competition has on both loan and deposit pricing. These assumptions are subjective and, as a result, net interest income simulation results will differ from actual results due to the timing, magnitude and frequency of interest rate changes and changes in market conditions, consumer behavior and management strategies, among other factors. We perform various sensitivity analyses on new loan spreads, prepayment rates, basis risk and deposit assumptions.

The following table presents changes in our net interest income over a twelve month period if short- and long-term interest rates were to sustain an immediate change. These projections were based on our assets and liabilities remaining static over the next twelve months and factored into the simulation model.
 
Impact on Net Interest Income
(Dollars in thousands)
June 30, 2020
Immediate change in interest rates:
 
 
+200 basis points
$
80,800

5.7
 %
+100 basis points
43,700

3.1

-100 basis points(1)
(28,900
)
(2.0
)
(1) Sensitivity measure is calculated assuming market rates do not decline below 0%.



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Management also uses EVE to measure risk in the balance sheet that might not be taken into account in the net interest income simulation analysis. Net interest income simulation highlights exposure over a relatively short time period, while EVE analysis incorporates all cash flows over the estimated remaining life of all balance sheet positions. The valuation of the balance sheet, at a point in time, is defined as the discounted present value of asset cash flows minus the discounted present value of liability cash flows. EVE analysis addresses only the current balance sheet and does not incorporate the planned changes to interest-earning assets. As with the net interest income simulation model, EVE analysis is based on key assumptions about the timing and variability of balance sheet cash flows and does not take into account any potential responses by management to anticipated changes in interest rates.

LIBOR Transition

In 2017, the U.K. Financial Conduct Authority (the “FCA”) noted that market conditions raised serious questions about the future sustainability of LIBOR benchmarks. Many financial products, including mortgages and other consumer loans, commercial loans, corporate loans, various types of debt, derivatives and other securities, reference LIBOR to determine their applicable interest rate. The expected cessation of publication of LIBOR will impact the mechanics of floating rate financial instruments and contracts that reference LIBOR and mature after 2021. Certain of these financial products do not provide for alternative reference rates, and those that do may differ from the prior benchmark rates. The FCA subsequently announced that it had secured voluntary panel bank support of LIBOR through only 2021. As a result, central banks and regulators have convened working groups to find a suitable replacement index for LIBOR, and TCF is working to identify, assess and monitor risks associated with the expected discontinuation or unavailability of LIBOR, achieve operational readiness and engage impacted customers in connection with the transition.



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Item 4. Controls and Procedures.
 
Disclosure Controls and Procedures TCF Financial carried out an evaluation, under the supervision and with the participation of TCF Financial's management, including its Chief Executive Officer (Principal Executive Officer), Chief Financial Officer (Principal Financial Officer) and Chief Accounting Officer (Principal Accounting Officer), of the effectiveness of the design and operation of TCF Financial's disclosure controls and procedures pursuant to Rules 13a-15 and 15d-15 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Based on that evaluation, TCF’s Principal Executive Officer and Principal Financial Officer concluded that TCF's disclosure controls and procedures were effective as of June 30, 2020.

Any system of disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. The design of a control system inherently has limitations and the benefits of controls must be weighed against their costs. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. Therefore, no assessment of a cost-effective system of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, will be detected.

Disclosure controls and procedures are designed to ensure that information required to be disclosed by TCF Financial in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to TCF Financial's management, including the Chief Executive Officer (Principal Executive Officer), Chief Financial Officer (Principal Financial Officer) and Chief Accounting Officer (Principal Accounting Officer), as appropriate, to allow for timely decisions regarding required disclosure. TCF Financial's disclosure controls also include internal controls that are designed to provide reasonable assurance that transactions are properly authorized, assets are safeguarded against unauthorized or improper use and that transactions are properly recorded and reported.

Changes in Internal Control Over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting for TCF Financial. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Internal control over financial reporting includes those policies and procedures that pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of TCF Financial; provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of TCF Financial are only being made in accordance with authorizations of management and directors of TCF Financial; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of TCF Financial’s assets that could have a material effect on the financial statements.

While we have incorporated certain new controls related to our final adoption of ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments into our existing internal control environment, there was no change in internal control over financial reporting (as a defined rule in Rule 13a-15(f) of the Exchange Act) that occurred during the three months ended June 30, 2020 that has materially affected, or is reasonably likely to materially affect, the Corporation's internal control over financial reporting.



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Part II - Other Information                                                

Item 1. Legal Proceedings.
 
From time to time, we are a party to legal proceedings arising out of our lending, leasing and deposit operations, including foreclosure proceedings and other collection actions as part of our lending and leasing collections activities. We may also be subject to regulatory examinations and enforcement actions brought by federal regulators, including the SEC, the Federal Reserve, the OCC and the CFPB which may impose sanctions on us for failures related to regulatory compliance. From time to time borrowers and other customers, and employees and former employees have also brought actions against us, in some cases claiming substantial damages. We, like other financial services companies are subject to the risk of class action litigation. Litigation is often unpredictable and the actual results of litigation cannot be determined, and therefore the ultimate resolution of a matter and the possible range of loss associated with certain potential outcomes cannot be established. Based on our current understanding of our pending legal proceedings, management does not believe that judgments or settlements arising from pending or threatened legal matters, individually or in the aggregate, would have a material adverse effect on our consolidated financial position, operating results or cash flows.

Item 1A. Risk Factors.
 
In addition to the risks detailed below, additional information concerning risk factors facing the Corporation is contained in this report under the heading "Forward-Looking Statements" and in Item 1A, “Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, 2019. TCF's business, financial condition or results of operations could be materially adversely affected by any of these risks.

We face risks and uncertainties related to the outbreak of COVID-19

In March 2020, the outbreak of COVID-19 caused by a novel strain of the coronavirus was recognized as a pandemic by the World Health Organization. Shortly thereafter, the President of the United States declared a National Emergency throughout the United States attributable to such outbreak. The outbreak has become increasingly widespread in the United States, including in the markets in which we operate. We are currently taking steps to assess the effects, and mitigate the adverse consequences to our businesses, of the outbreak; though the magnitude of the impact remains to be seen, our businesses will be adversely impacted by the outbreak of COVID-19.
As previously disclosed in Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2019, our operations and profitability are impacted by business and economic conditions generally, as well as those in the primary banking markets in which we operate. The COVID-19 pandemic has resulted in historic job losses and decreases in economic activity. While the duration and full extent of job losses and magnitude of economic dislocation are not yet known, it is clear that they have impacted, and may impact in the future, the ability of individuals and small businesses to make payments, the value of underlying collateral and the ability of guarantors to make payments in the case of default, which may decrease consumer demand for our products and services, reduce our ability to access capital, and otherwise adversely impact the financial condition, results of operations, prospects of our businesses and our credit ratings. While the United States and various state and local governments have implemented various programs designed to aid individuals and businesses, the impact of, and extent to which, these efforts will be successful cannot be determined at this time.  
Specifically, many of our customers and counterparties have been and may continue to be adversely impacted by the COVID-19 pandemic and resulting economic downturn. As a result, we have faced and may continue to face a decrease in demand for certain products, reduced access to our branches by our customers, and disruptions in the operations of our vendors. The pandemic could also result in the recognition of additional credit losses in our loan and lease portfolios and increase our allowance for credit losses as both businesses and consumers are negatively impacted by the economic downturn. Additionally, customers that are increasingly forced to work remotely and may not have appropriately secured remote networks may be more vulnerable to cyber-attacks or phishing schemes. Any of these occurrences could have a material adverse effect on our financial condition, results of operations and prospects. The extent to which the pandemic impacts our results will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning its severity and the actions necessary to contain it or address its impact, among others. The duration of these impacts resulting from the COVID-19 is unknown, and the resulting customer behavioral changes are not fully known and may not be temporary.


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In addition, the COVID-19 outbreak has caused, and will continue to cause, substantial disruption to our employees as a result of illness, increased family responsibilities, self-isolation, travel limitations, and otherwise. Most areas within the United States have imposed restrictions on the activities of people and businesses, and it is currently unclear for how long such restrictions will last. Although nearly all of our corporate employees are able to work remotely, closures have nevertheless caused us to reduce access to our branches, and affected many of our customers and many businesses through which we sell our products and services. In addition, the increased reliance on remote work may result in increased vulnerabilities through heavy dependence on remote networks.
Any of the foregoing factors, or other cascading effects of the COVID-19 pandemic that are not currently known, could materially impact our team members and decrease our ability to serve customers, increase our costs, negatively impact our sales and damage our results of operations and our liquidity position, possibly to a significant degree. The duration of any such impacts cannot be predicted.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Share repurchase activity for the three months ended June 30, 2020 was as follows:
Period
Total Number
of Shares
Purchased
 
Average
Price Paid
Per Share
 
Total Number of Shares
Purchased as Part of
Publicly Announced Plan
 
Approximate Dollar Value of
Shares that May Yet Be
Purchased Under the Plan
April 1 to April 30, 2020
 

 
 

 
 

 
 

Share repurchase program(1)

 
$

 

 
$
89,419,941

Employee transactions(2)
74,978

 
21.05

 
N.A.

 
N.A.

May 1 to May 31, 2020
 

 
 

 
 

 
 

Share repurchase program(1)

 
$

 

 
$
89,419,941

Employee transactions(2)
310

 
28.77

 
N.A.

 
N.A.

June 1 to June 30, 2020
 

 
 

 
 

 
 

Share repurchase program(1)

 
$

 

 
$
89,419,941

Employee transactions(2)
1,959

 
29.73

 
N.A.

 
N.A.

Total
 

 
 

 
 

 
 

Share repurchase program(1)

 
$

 

 
$
89,419,941

Employee transactions(2)
77,247

 
21.30

 
N.A.

 
N.A.

 N.A. Not Applicable
(1)
On October 24, 2019, the Board of Directors approved an authorization to repurchase up to $150.0 million of our common stock. Repurchases will be based on market conditions, the trading price of our shares and other factors. The ability to repurchase shares in the future may be adversely affected by new legislation or regulations or by changes in regulatory policies.
(2)
Represents restricted stock withheld pursuant to the terms of awards granted under the Legacy TCF Financial Omnibus Incentive Plan to offset tax withholding obligations that occur upon vesting and release of restricted stock. The plan provides that the value of shares withheld shall be the average of the high and low prices of common stock of TCF Financial Corporation on the date the relevant transaction occurs.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.
 
Not applicable.




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Item 5. Other Information.

The following information is being filed herewith in lieu of filing such information on a Current Report on Form 8-K under Item 5.02, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers:

On August 5, 2020, Dennis L. Klaeser and TCF Financial Corporation, a Michigan corporation (the “Corporation” or “TCF”) entered into an agreement (the “Consulting Agreement”) pursuant to which Mr. Klaeser will provide consulting services (the “Services”) to TCF relating to strategic opportunities following the end of Mr. Klaeser’s employment. The term of the Consulting Agreement shall commence on October 2, 2020, and shall end on October 2, 2022 (the “Term”), unless terminated earlier by TCF or Mr. Klaeser. Services may include advising on corporate strategic opportunities, providing M&A support and deal structuring advice, assisting with negotiations, advising on financial models, and providing assistance with investor communications.

Under the terms of the Consulting Agreement, Mr. Klaeser will receive $215,000 per year payable in equal monthly installments (the “Consulting Fee”), and TCF shall reimburse Mr. Klaeser for all reasonable out-of-pocket expenses incurred in providing the Services under the Consulting Agreement. In addition, if Mr. Klaeser provides material support on any acquisition by TCF, he shall receive a Success Fee (as defined in the Consulting Agreement) of between 0.09% and 0.15% of the market capitalization of the acquired company as set forth in the Consulting Agreement; provided, however that no fee will be earned for any transaction for which a letter of intent is not executed prior to the end of the term of the Consulting Agreement, and that in the event that the market capitalization of the acquired company exceeds $5 billion, the Success Fee shall be the same dollar amount as though it were for a seller with a market capitalization of $5 billion.

Either TCF or Mr. Klaeser may terminate the Consulting Agreement for any reason upon one month’s written notice. If Mr. Klaeser is terminated without Cause (as defined in the Consulting Agreement), TCF will remain obligated to pay the remaining Consulting Fee through the end of the Term, and TCF will remain obligated to pay any Success Fees earned or that would be earned but for the early termination of the Consulting Agreement. The Consulting Agreement also subjects Mr. Klaeser to standard confidentiality provisions.

The foregoing description is qualified in all respects by reference to the full text of the Consulting Agreement, a copy of which is attached as Exhibit 10(j) to this to this Quarterly Report on Form 10-Q.



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Item 6. Exhibits.  
Exhibit
Number
 
Description
3(a)
 
3(b)
 
3(c)
 
4(a)
 
10(a)
 
10(b)
 
10(c)
 
10(d)
 
10(e)
 
10(f)
 
10(g)
 
10(h)
 
10(i)
 
10(j)#
 
31.1#
 
31.2#
 
32.1#
 
32.2#
 
101.INS
 
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH#
 
XBRL Taxonomy Extension Schema Document
101.CAL#
 
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF#
 
XBRL Taxonomy Extension Definitions Linkbase Document
101.LAB#
 
XBRL Taxonomy Extension Label Linkbase Document
101.PRE#
 
XBRL Taxonomy Extension Presentation Linkbase Document
 

#  Filed herein



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

Dated: August 7, 2020



103