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 our planned merger with Huntington, 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. Furthermore, management's determination of the allowance for credit losses and related provision; the carrying value of 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.



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Certain factors could cause the Corporation's future results to differ
materially from those expressed or implied in any forward-looking statements
contained herein. These factors include the factors discussed in Part I, Item 1A
of our Annual Report on Form 10-K under the heading "Risk Factors", 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 banking centers; inability to successfully execute on TCF's growth
strategy through business combinations or expanding existing business
relationships; calculating an allowance for loan and lease losses insufficient
to absorb actual losses in our loan and lease portfolio; adverse effects related
to competition from traditional competitors, non-bank providers of financial
services and new technologies; technological difficulties, including those
related to system upgrades or the failure to keep pace with technological
changes in response to customer demands; risks related to developing new
products, markets or lines of business; adverse political or economic
conditions; 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, risk
mitigation frameworks or ineffective internal controls; dependence on accurate
and complete information from customers and counterparties; the failure to
attract and retain key employees; soundness of other financial institutions and
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 in 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; 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 report also contains forward-looking statements regarding TCF's outlook or
expectations with respect to the planned merger with Huntington. Examples of
forward-looking statements include, but are not limited to, statements regarding
the outlook and expectations of TCF and Huntington with respect to the planned
merger, the strategic benefits and financial benefits of the merger, including
the expected impact of the merger on the combined corporation's future financial
performance including the timing of the closing of the transaction. Such risks,
uncertainties and assumptions, include, among others, the following:
•the failure to obtain necessary regulatory approvals when expected or at all
(and the risk that such approvals may result in the imposition of conditions
that could adversely affect TCF or Huntington or the expected benefits of the
merger);
•the failure of either TCF or Huntington to satisfy any of the other closing
conditions to the merger on a timely basis or at all;
•the occurrence of any event, change or other circumstances that could give rise
to the right of one or both of the parties to terminate the merger agreement;
•the possibility that the anticipated benefits of the transaction, 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,
economic weakness, competitive factors in the areas where TCF and Huntington do
business, or as a result of other unexpected factors or events;
•the impact of purchase accounting with respect to the transaction, 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;
•potential adverse reactions or changes to business or employee relationships,
including those resulting from the announcement or completion of the
transaction;
•the ability of either TCF or Huntington to repurchase their stock and the
prices at which such repurchases may be made;
•the outcome of any legal proceedings that may be instituted against TCF or
Huntington;

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•the integration of the businesses and operations of TCF and Huntington, which
may take longer than anticipated or be more costly than anticipated or have
unanticipated adverse results relating to our existing businesses
•business disruptions following the merger; and
•other factors that may affect future results of TCF and Huntington including
changes in asset quality and credit risk; the inability to grow revenue and
earnings; 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.

Additional factors that could cause results to differ materially from those described above can be found in the risk factors described in Part I, Item 1A of this Annual Report on Form 10-K under the heading "Risk Factors" and Huntington's Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2020. Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results. 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 March 31, 2021, TCF had approximately 475 banking centers primarily located in Michigan, Illinois and Minnesota with additional locations in Colorado, Ohio, Wisconsin and South Dakota (our "primary banking markets"). We also conduct business across all 50 states, Canada, New Zealand and Australia 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".

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 74.3% of our total revenue for the three months ended March 31, 2021, compared to 74.6% of our total revenue for the three months ended March 31, 2020. 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, card and ATM revenue, mortgage banking income, wealth management revenue and net gains on sales of loans and leases. 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. Mortgage banking earns fee income from the origination and servicing of residential loans, and recognizes gains or losses from the sale of those loans. Providing a wide range of consumer banking services is an integral component of our business philosophy.




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Proposed Merger with Huntington Bancshares Incorporated

TCF and Huntington Bancshares Incorporated ("Huntington") have entered into an Agreement and Plan of Merger, dated as of December 13, 2020. Under the terms of the agreement, the combined company will have dual headquarters for banking operations in Detroit, Michigan and Columbus, Ohio. Immediately following the merger, TCF Bank will merge with and into The Huntington National Bank, with The Huntington National Bank as the surviving bank. The merger agreement was approved by the boards of directors and the shareholders of TCF and Huntington, and is subject to regulatory approval and other customary closing conditions. The transaction is anticipated to close in the second quarter of 2021. The transaction is discussed in more detail in "Note 2. Business Combinations" of the Notes to Consolidated Financial Statements. Also see Part I, Item 1A, "Risk Factors - Strategic Risks - We face risks and uncertainties related to our proposed merger with Huntington and Failure to complete our proposed merger with Huntington could negatively impact our business, financial results and stock price" in our Annual Report on Form 10-K for the year ended December 31, 2020 for further discussion.

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 months ended March 31, 2021 and the three months ended March 31, 2020 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 2020 Annual Report on Form 10-K.

Critical Accounting Policies and 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 establish accounting policies and make estimates, assumptions and complex judgments that affect the amounts reported in our Consolidated Financial Statements and accompanying notes. The 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.

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 and unfunded lending commitments), 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 policies are more fully described in "Note 2. Summary of Significant Accounting Policies" and our critical accounting estimates are more fully described in the "Critical Accounting Policies and Estimates" section of the Management's Discussion and Analysis of Financial Condition and Result of Operations in our Annual Report on Form 10-K for the year ended December 31, 2020.





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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. 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.

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