UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

ý Quarterly Report Pursuant to Section 13 or 15 (d)

of the Securities Exchange Act of 1934

For the quarterly period ended

September 30, 2005

o Transition Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Commission File

No. 001-10253

TCF FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		41-1591444
(State or other jurisdiction of		(I.R.S. Employer Identification No.)
incorporation or organization)

		200 Lake Street East, Mail Code EX0-03-A, Wayzata, Minnesota 55391-1693
		(Address and Zip Code of principal executive offices)

Registrant’s telephone number, including area code:

(612) 661-6500

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 ý

No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes ý

No o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o

No ý

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

		Outstanding at
Class		October 14, 2005
Common Stock, $.01 par value		133,750,073 shares

TCF FINANCIAL CORPORATION AND SUBSIDIARIES

INDEX

				Pages

Part I.		Financial Information

	Item 1.		Financial Statements

	Consolidated Statements of Financial Condition at September 30, 2005 and December 31, 2004			3

	Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2005 and 2004			4

	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2005 and 2004			5

	Consolidated Statements of Stockholders’ Equity for the Nine Months Ended September 30, 2005 and 2004			6

	Notes to Consolidated Financial Statements			7

	Item 2.		Management’s Discussion and Analysis of Consolidated Financial Condition and Results of Operations for the Three and Nine Months Ended September 30, 2005 and 2004	19

	Item 3.		Quantitative and Qualitative Disclosures About Market Risk	41

	Item 4.		Controls and Procedures	44

	Supplementary Information			45

Part II.		Other Information

	Items 1-6			47

Signatures				48

Index to Exhibits				49

PART 1 - FINANCIAL INFORMATION

ITEM 1. Financial Statements

TCF FINANCIAL CORPORATION AND SUBSIDIARIES

Consolidated Statements of Financial Condition

(Dollars in thousands, except per-share data)

(Unaudited)

	At			At
	September 30,			December 31,
	2005			2004
ASSETS

Cash and due from banks	$	361,595		$	359,798
Investments	79,583			103,226
Securities available for sale	1,318,787			1,619,941
Loans held for sale	230,571			154,279
Loans and leases:
Consumer home equity and other	5,035,661			4,418,588
Commercial real estate	2,241,069			2,154,396
Commercial business	438,028			424,135
Leasing and equipment finance	1,424,317			1,375,372
Subtotal	9,139,075			8,372,491
Residential real estate	815,893			1,014,166
Total loans and leases	9,954,968			9,386,657
Allowance for loan and lease losses	(59,016		)	(79,878		)
Net loans and leases	9,895,952			9,306,779
Premises and equipment	352,154			326,667
Goodwill	152,599			152,599
Mortgage servicing rights	37,420			46,442
Other assets	308,428			270,836
	$	12,737,089		$	12,340,567
LIABILITIES AND STOCKHOLDERS’ EQUITY

Deposits:
Checking	$	4,218,993		$	3,905,987
Savings	2,140,483			1,927,872
Money market	632,367			659,686
Subtotal	6,991,843			6,493,545
Certificates of deposit	1,866,425			1,468,650
Total deposits	8,858,268			7,962,195
Short-term borrowings	1,084,933			1,056,111
Long-term borrowings	1,547,690			2,048,492
Total borrowings	2,632,623			3,104,603
Accrued expenses and other liabilities	279,129			315,351
Total liabilities	11,770,020			11,382,149
Stockholders’ equity:
Preferred stock, par value $.01 per share, 30,000,000 shares authorized; none issued and outstanding	-			-
Common stock, par value $.01 per share, 280,000,000 shares authorized; 184,395,593 and 184,939,094 shares issued	1,844			1,849
Additional paid-in capital	496,605			518,741
Retained earnings, subject to certain restrictions	1,499,427			1,385,760
Accumulated other comprehensive loss	(13,596		)	(1,415		)
Treasury stock at cost, 50,645,520 and 47,752,934 shares, and other	(1,017,211		)	(946,517		)
Total stockholders’ equity	967,069			958,418
	$	12,737,089		$	12,340,567

See accompanying notes to consolidated financial statements.

TCF FINANCIAL CORPORATION AND SUBSIDIARIES

Consolidated Statements of Income

(In thousands, except per-share data)

(Unaudited)

Three Months Ended
September 30,

Nine Months Ended
September 30,

2005

2004

2005

2004

Interest income:

Loans and leases

163,178

133,295

464,736

386,709

Securities available for sale

17,893

20,414

60,713

61,159

Loans held for sale

2,759

2,931

7,579

9,112

Investments

463

773

2,609

2,441

Total interest income

184,293

157,413

535,637

459,421

Interest expense:

Deposits

26,539

10,318

63,123

30,331

Borrowings

29,684

22,605

84,106

63,688

Total interest expense

56,223

32,923

147,229

94,019

Net interest income

128,070

124,490

388,408

365,402

Provision for credit losses

3,394

2,644

1,385

6,874

Net interest income after provision for credit losses

124,676

121,846

387,023

358,528

Non-interest income:

Fees and service charges

69,431

71,353

192,286

204,128

Card revenue

21,025

16,339

58,384

45,854

ATM revenue

10,646

11,474

31,173

32,609

Investments and insurance revenue

2,682

3,057

8,326

9,949

Subtotal

103,784

102,223

290,169

292,540

Leasing and equipment finance

10,197

6,864

31,982

29,276

Mortgage banking

982

4,132

2,340

13,082

Other

7,743

2,584

18,392

6,657

Fees and other revenue

122,706

115,803

342,883

341,555

Gains on sales of securities available for sale

995

3,679

10,671

16,396

Total non-interest income

123,701

119,482

353,554

357,951

Non-interest expense:

Compensation and employee benefits

80,402

78,010

243,826

236,486

Occupancy and equipment

25,931

23,673

76,081

70,560

Advertising and promotions

6,578

7,377

19,603

19,785

Deposit account losses

6,680

7,421

14,116

16,949

Other

34,412

31,445

98,735

88,758

Total non-interest expense

154,003

147,926

452,361

432,538

Income before income tax expense

94,374

93,402

288,216

283,941

Income tax expense

28,888

31,690

88,624

96,350

Net income

65,486

61,712

199,592

187,591

Net income per common share:

Basic

.50

.45

1.50

1.37

Diluted

.50

.45

1.50

1.36

Dividends declared per common share

.2125

.1875

.6375

.5625

See accompanying notes to consolidated financial statements.

TCF FINANCIAL CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

	Nine Months Ended September 30,
	2005			2004
Cash flows from operating activities:
Net income	$	199,592		$	187,591
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	34,351			29,437
Mortgage servicing rights amortization and impairment	9,022			8,725
Provision for credit losses	1,385			6,874
Proceeds from sales of loans held for sale	75,380			812,638
Principal collected on loans held for sale	10,748			7,071
Originations and purchases of loans held for sale	(162,289		)	(815,659		)
Net increase in other assets and accrued expenses and other liabilities	(62,461		)	(1,858		)
Gains on sales of assets	(20,605		)	(17,102		)
Other, net	1,278			(4,006		)
Total adjustments	(113,191		)	26,120
Net cash provided by operating activities	86,401			213,711

Cash flows from investing activities:
Principal collected on loans and leases	3,293,322			2,823,395
Originations and purchases of loans	(3,379,197		)	(3,055,828		)
Purchases of equipment for lease financing	(563,352		)	(493,160		)
Proceeds from sales of securities available for sale	1,017,711			970,249
Proceeds from maturities of and principal collected on securities available for sale	188,621			287,662
Purchases of securities available for sale	(914,277		)	(1,213,660		)
Net decrease (increase) in Federal Home Loan Bank stock	22,420			(19,254		)
Proceeds from sales of real estate owned	17,518			30,660
Acquisitions, net of cash acquired	-			(4,326		)
Purchases of premises and equipment	(58,903		)	(57,801		)
Proceeds from sales of premises and equipment	19,769			124
Other, net	4,947			49
Net cash used by investing activities	(351,421		)	(731,890		)

Cash flows from financing activities:
Net increase in deposits	896,073			183,074
Net increase (decrease) in short-term borrowings	28,822			(43,765		)
Proceeds from long-term borrowings	574,833			542,768
Payments on long-term borrowings	(1,059,470		)	(41,664		)
Purchases of common stock	(93,499		)	(67,900		)
Dividends on common stock	(86,118		)	(78,359		)
Other, net	6,176			8,622
Net cash provided by financing activities	266,817			502,776

Net increase (decrease) in cash and due from banks	1,797			(15,403		)
Cash and due from banks at beginning of period	359,798			370,054
Cash and due from banks at end of period	$	361,595		$	354,651

Supplemental disclosures of cash flow information:
Cash paid for:
Interest on deposits and borrowings	$	140,978		$	90,359
Income taxes	$	114,500		$	98,341
Transfer of loans and leases to other assets	$	20,455		$	20,103

See accompanying notes to consolidated financial statements.

TCF FINANCIAL CORPORATION AND SUBSIDIARIES

Consolidated Statements of Stockholders’ Equity

(Dollars in thousands)

(Unaudited)

												Accumulated
	Number of					Additional						Other			Treasury
	Common		Common			Paid-in			Retained			Comprehensive			Stock
	Shares Issued		Stock			Capital			Earnings			Income (Loss)			and Other			Total
Balance, December 31, 2003	185,026,710		$	925		$	518,878		$	1,234,804		$	5,652		$	(839,401	)	$	920,858
Comprehensive income (loss):
Net income	-		-			-			187,591			-			-			187,591
Other comprehensive loss	-		-			-			-			(4,181		)	-			(4,181		)
Comprehensive income (loss)	-		-			-			187,591			(4,181		)	-			183,410
Dividends on common stock	-		-			-			(78,359		)	-			-			(78,359		)
Stock split	-		925			(925		)	-			-			-			-
Repurchase of 2,414,890 shares	-		-			-			-			-			(67,900		)	(67,900		)
Issuance of 132,654 treasury shares	-		-			1,400			-			-			(1,400		)	-
Cancellation of shares	(37,480	)	-			(829		)	-			-			544			(285		)
Cancellation of shares for tax withholding	(24,628	)	-			(675		)	-			-			-			(675		)
Amortization of stock compensation	-		-			-			-			-			3,999			3,999
Exercise of stock options, 155,832 shares	-		-			(689		)	-			-			2,685			1,996
Tax benefits realized on vesting of restricted stock grants and exercise of stock options	-		-			2,222			-			-			-			2,222
Change in shares held in trust for deferred compensation plans, at cost	-		-			(1,845		)	-			-			1,845			-
Balance, September 30, 2004	184,964,602		$	1,850		$	517,537		$	1,344,036		$	1,471		$	(899,628	)	$	965,266

Balance, December 31, 2004	184,939,094		$	1,849		$	518,741		$	1,385,760		$	(1,415	)	$	(946,517	)	$	958,418
Comprehensive income (loss):
Net income	-		-			-			199,592			-			-			199,592
Other comprehensive loss	-		-			-			-			(12,181		)	-			(12,181		)
Comprehensive income (loss)	-		-			-			199,592			(12,181		)	-			187,411
Dividends on common stock	-		-			-			(86,118		)	-			-			(86,118		)
Repurchase of 3,450,000 shares	-		-			-			-			-			(93,499		)	(93,499		)
Issuance of 505,350 treasury shares	-		-			4,821			-			-			(4,821		)	-
Cancellation of shares	(104,604	)	(5		)	(2,523		)	193			-			1,663			(672		)
Cancellation of shares for tax withholding	(438,897	)	-			(13,479		)	-			-			-			(13,479		)
Amortization of stock compensation	-		-			-			-			-			4,355			4,355
Exercise of stock options, 52,064 shares	-		-			(576		)	-			-			963			387
Tax benefits realized on vesting of restricted stock grants and exercise of stock options	-		-			10,266			-			-			-			10,266
Change in shares held in trust for deferred compensation plans, at cost	-		-			(20,645		)	-			-			20,645			-
Balance, September 30, 2005	184,395,593		$	1,844		$	496,605		$	1,499,427		$	(13,596	)	$	(1,017,211	)	$	967,069

See accompanying notes to consolidated financial statements.

TCF FINANCIAL CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

(1) Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and, therefore, do not include all information and notes necessary for complete financial statements in conformity with generally accepted accounting principles. 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 most recent Annual Report on Form 10-K of TCF Financial Corporation (“TCF” or the “Company”), which contains the latest audited financial statements and notes thereto, together with Management’s Discussion and Analysis of Financial Condition and Results of Operations as of December 31, 2004 and for the year then ended. All significant intercompany accounts and transactions have been eliminated in consolidation. Certain reclassifications have been made to prior period financial statements to conform to the current period presentation. For Consolidated Statements of Cash Flow purposes, cash and cash equivalents include cash and due from banks.

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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. Actual results could differ from those estimates. In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation. The results of operations for interim periods are not necessarily indicative of the results to be expected for the entire year.

(2) Investments

The carrying values of investments, which approximate their fair values, consist of the following:

	At		At
(In thousands)	September 30,		December 31,
	2005		2004
Federal Home Loan Bank (FHLB) stock, at cost:
Des Moines	$	53,670	$	76,090
Chicago	4,600		4,600
Topeka	151		151
Subtotal	58,421		80,841
Federal Reserve Bank stock, at cost	20,635		21,865
Interest-bearing deposits with banks	527		520
Total investments	$	79,583	$	103,226

The investments in FHLB stock are required investments related to TCF’s borrowings from these banks. All new FHLB borrowing activity is done with the FHLB of Des Moines. FHLBs obtain their funding primarily through issuance of consolidated obligations of the Federal Home Loan Bank System. The U.S. Government does not guarantee these obligations, and each of the 12 FHLBs are jointly and severally liable for repayment of each others debt. Therefore, TCF’s investments in these banks could be adversely impacted by the operations of the other FHLBs.

(3) Securities Available for Sale

Securities available for sale consist of the following:

	At September 30, 2005										At December 31, 2004
				Gross		Gross								Gross		Gross
	Amortized			Unrealized		Unrealized			Fair		Amortized			Unrealized		Unrealized			Fair
(Dollars in thousands)	Cost			Gains		Losses			Value		Cost			Gains		Losses			Value

Mortgage-backed securities:
Federal agencies	$	1,333,171		$	220	$	(21,320	)	$	1,312,071	$	1,614,513		$	2,045	$	(4,034	)	$	1,612,524
Other	5,919			-		(203		)	5,716		6,639			-		(222		)	6,417
Other securities	1,000			-		-			1,000		1,000			-		-			1,000
Total	$	1,340,090		$	220	$	(21,523	)	$	1,318,787	$	1,622,152		$	2,045	$	(4,256	)	$	1,619,941

Weighted-average yield	5.12		%								5.13		%

The following table shows the gross unrealized losses and fair value in the securities available for sale portfolio, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at September 30, 2005. TCF has reviewed these securities and has concluded that the unrealized losses are temporary and no impairment has occurred at September 30, 2005.

	Less than 12 months					12 months or more					Total
			Unrealized					Unrealized					Unrealized
(In thousands)	Fair Value		Losses			Fair Value		Losses			Fair Value		Losses

Mortgage-backed securities:
Federal agencies	$	1,238,832	$	(19,227	)	$	67,805	$	(2,093	)	$	1,306,637	$	(21,320	)
Other	-		-			4,866		(203		)	4,866		(203		)
Total	$	1,238,832	$	(19,227	)	$	72,671	$	(2,296	)	$	1,311,503	$	(21,523	)

(4) Loans and Leases

The following table sets forth information about loans and leases held in TCF’s portfolio, excluding loans held for sale and operating leases:

	At			At
(Dollars in thousands)	September 30,			December 31,			Percentage
	2005			2004			Change
Consumer home equity and other:
Home Equity:
First mortgage lien	$	3,288,333		$	2,894,174		13.6	%
Junior lien	1,708,998			1,487,583			14.9
Total consumer home equity	4,997,331			4,381,757			14.0
Other	38,330			36,831			4.1
Total consumer home equity and other	5,035,661			4,418,588			14.0
Commercial:
Commercial real estate:
Permanent	2,038,208			1,958,377			4.1
Construction and development	202,861			196,019			3.5
Total commercial real estate	2,241,069			2,154,396			4.0
Commercial business	438,028			424,135			3.3
Total commercial	2,679,097			2,578,531			3.9
Leasing and equipment finance:
Equipment finance loans	351,347			334,352			5.1
Lease financings:
Direct financing leases	1,130,308			1,067,845			5.8
Sales-type leases	16,922			22,742			(25.6	)
Lease residuals, excluding leveraged lease	33,492			35,163			(4.8	)
Unearned income and deferred lease costs	(107,752		)	(103,516		)	4.1
Investment in leveraged lease	-			18,786			(100.0	)
Total lease financings	1,072,970			1,041,020			3.1
Total leasing and equipment finance	1,424,317			1,375,372			3.6
Total consumer, commercial and leasing and equipment finance	9,139,075			8,372,491			9.2
Residential real estate	815,893			1,014,166			(19.6	)
Total loans and leases	$	9,954,968		$	9,386,657		6.1

Included in the direct financing leases are $47.7 million and $38.5 million at September 30, 2005 and December 31, 2004, respectively, of equipment that has been installed under lease contracts that have not yet commenced due to additional equipment pending installation under the lease. TCF receives pro-rata rent payments for the variable interim period until the lease contract commences and the fixed, non-cancelable, lease term begins. TCF recognizes these interim payments in the month they are earned and records the income in interest income on direct finance leases.

At December 31, 2004, TCF had an investment in a leveraged lease of a Boeing 767-300 aircraft leased to Delta Airlines, Inc. (“Delta”). Delta declared bankruptcy on September 14, 2005, and TCF charged off its $18.8 million investment in the related leveraged lease in the third quarter of 2005.

(5) Goodwill and Intangible Assets

Goodwill and intangible assets as of September 30, 2005 are summarized as follows:

	At September 30, 2005						At December 31, 2004
	Gross		Accumulated		Net		Gross		Accumulated		Net
(In thousands)	Amount		Amortization		Amount		Amount		Amortization		Amount

Amortizable intangible assets:
Mortgage servicing rights	$	81,062	$	43,642	$	37,420	$	83,668	$	37,226	$	46,442
Deposit base intangibles	21,180		18,179		3,001		21,180		16,935		4,245
Total	$	102,242	$	61,821	$	40,421	$	104,848	$	54,161	$	50,687

Unamortizable intangible assets:
Goodwill related to the Banking Segment	$	141,245			$	141,245	$	141,245			$	141,245
Goodwill related to the Leasing Segment	11,354				11,354		11,354				11,354
Total	$	152,599			$	152,599	$	152,599			$	152,599

Amortization expense for intangible assets was $2.9 million for the third quarter of 2005, compared with $3.2 million for the same 2004 period. Amortization expense for intangible assets was $9.3 million and $11 million for the nine months ended September 30, 2005 and 2004, respectively. The following table shows the estimated future amortization expense for amortizable intangible assets based on existing asset balances and the interest rate environment as of September 30, 2005. The Company’s actual amortization expense in any given period may be significantly different from the estimated amounts depending upon the addition of new intangible assets, changes in mortgage interest rates, prepayment rates and market conditions.

	Mortgage		Deposit Base
(In thousands)	Servicing Rights		Intangibles		Total

Estimated Amortization Expense:
For the remaining three months ending December 31, 2005	$	2,509	$	415	$	2,924

2006	8,264		1,630		9,894
2007	6,635		956		7,591
2008	5,402		-		5,402
2009	4,430		-		4,430
2010	3,636		-		3,636

(6) Mortgage Banking

The activity in mortgage servicing rights and the related valuation allowance is summarized as follows:

	Three Months Ended September 30,						Nine Months Ended September 30,
(In thousands)	2005			2004			2005			2004

Mortgage servicing rights at beginning of period	$	43,436		$	53,290		$	49,942		$	54,036
Amortization	(2,516		)	(2,808		)	(8,022		)	(9,725		)
Impairment write-down	-			-			(1,000		)	-
Loan originations	-			1,992			-			8,163
Mortgage servicing rights at end of period	40,920			52,474			40,920			52,474
Valuation allowance at beginning of period	(3,500		)	(2,000		)	(3,500		)	(2,000		)
(Provision) recovery for impairment	-			1,000			(1,000		)	1,000
Impairment write-down	-			-			1,000			-
Valuation allowance at end of period	(3,500		)	(1,000		)	(3,500		)	(1,000		)
Mortgage servicing rights, net	$	37,420		$	51,474		$	37,420		$	51,474

The estimated fair value of mortgage servicing rights at September 30, 2005 was approximately $45.2 million. The estimated fair value of mortgage servicing rights is based on estimated cash flows discounted using rates management believes are commensurate with the risks involved. Assumptions regarding prepayments, defaults and interest rates are determined using available market information.

The following table represents the components of mortgage banking revenue:

	Three Months Ended September 30,					Change					Nine Months Ended September 30,					Change
(Dollars in thousands)	2005		2004			$			%		2005		2004			$			%

Servicing income	$	3,329	$	4,215		$	(886	)	(21.0	)%	$	10,827	$	13,179		$	(2,352	)	(17.8	)%
Less mortgage servicing:
Amortization	2,516		2,808			(292		)	(10.4	)	8,022		9,725			(1,703		)	(17.5	)
Provision (recovery) for impairment	-		(1,000		)	1,000			100.0		1,000		(1,000		)	2,000			N.M.
Subtotal	2,516		1,808			708			39.2		9,022		8,725			297			3.4
Net servicing income	813		2,407			(1,594		)	(66.2	)	1,805		4,454			(2,649		)	(59.5	)
Gains on sales of loans (1)	-		1,442			(1,442		)	(100.0	)	-		6,746			(6,746		)	(100.0	)
Other income	169		283			(114		)	(40.3	)	535		1,882			(1,347		)	(71.6	)
Total mortgage banking revenue	$	982	$	4,132		$	(3,150	)	(76.2	)	$	2,340	$	13,082		$	(10,742	)	(82.1	)

(1) Beginning in 2005, TCF’s mortgage banking business no longer originates or sells loans.

N.M. Not Meaningful

At September 30, 2005 and 2004, TCF was servicing real estate loans for others with aggregate unpaid principal balances of approximately $3.6 billion and $4.7 billion, respectively. At September 30, 2005 and 2004, TCF had custodial funds of $103 million and $116.2 million, respectively, which are included in deposits in the Consolidated Statements of Financial Condition. These custodial deposits relate primarily to mortgage servicing operations and represent funds due to investors on mortgage loans serviced by TCF and customer funds held for real estate taxes and insurance.

(7) Long-term Borrowings

		At September 30, 2005				At December 31, 2004
				Weighted-				Weighted-
	Year of			Average				Average
(Dollars in thousands)	Maturity	Amount		Rate		Amount		Rate

Federal Home Loan Bank advances and securities sold under repurchase agreements	2005	$	142,000	6.11	%	$	1,191,500	3.04	%
	2006	303,000		5.10		303,000		4.64
	2007	200,000		3.65		-		-
	2009	122,500		5.25		122,500		5.25
	2010	100,000		6.02		100,000		6.02
	2011	200,000		4.85		200,000		4.85
	2015	300,000		3.94		-		-
Total Federal Home Loan Bank advances and securities sold under repurchase agreements		1,367,500		4.78		1,917,000		3.78

Subordinated bank notes	2014	74,331		5.27		74,209		5.27
	2015	49,269		5.37		-		-
Total subordinated bank notes		123,600		5.31		74,209		5.27

Discounted lease rentals	2005	7,561		6.07		27,871		5.63
	2006	24,295		6.26		15,080		5.75
	2007	13,813		6.51		5,183		5.91
	2008	3,243		6.72		305		6.41
	2009	903		6.74		44		6.59
	2010	175		6.75		-		-
Total discounted lease rentals		49,990		6.34		48,483		5.70

Other borrowings	2005	-		-		2,200		4.50
	2006	2,200		4.50		2,200		4.50
	2007	2,200		4.50		2,200		4.50
	2008	2,200		4.50		2,200		4.50
Total other borrowings		6,600		4.50		8,800		4.50

Total long-term borrowings		$	1,547,690	4.87		$	2,048,492	3.88

Included in long-term borrowings at September 30, 2005 were $425.5 million of fixed-rate Federal Home Loan Bank (“FHLB”) advances, which are callable quarterly at par until maturity. In addition, TCF has $200 million of repurchase agreements which are callable quarterly beginning in 2008 and $100 million of repurchase agreements which can be called in 2010. If the FHLB advances are called, replacement funding will be provided by the FHLB at the then-prevailing market rate of interest for the remaining term-to-maturity, subject to standard terms and conditions. The probability that these advances and repurchase agreements will be called depends primarily on the level of related interest rates during the call period. At September 30, 2005, the contract rate exceeded the market rate on all of the fixed-rate callable advances and repurchase agreements.

TCF National Bank (“TCF Bank”), a wholly-owned subsidiary of TCF, has $75 million of subordinated notes due 2014 and $50 million of subordinated notes due 2015. The $75 million notes bear interest at a fixed rate of 5.00% through June 14, 2009, and will reprice quarterly thereafter at the three-month LIBOR rate plus 1.63%. The $50 million notes bear interest at a fixed rate of 5.00% through March 14, 2010, and will reprice quarterly thereafter at the three-month LIBOR rate plus 1.56%. These subordinated notes may be redeemed by TCF Bank at par after June 14, 2009 and March 14, 2010, respectively, and qualify as Tier 2 or supplementary capital for regulatory purposes, subject to certain limitations. TCF Bank paid the proceeds from these offerings to TCF.

(8) Stockholders’ Equity

Treasury stock and other consists of the following:

	At			At
	September 30,			December 31,
(In thousands)	2005			2004

Treasury stock, at cost	$	(945,823	)	$	(862,543	)
Shares held in trust for deferred compensation plans, at cost	(50,130		)	(70,775		)
Unamortized stock compensation	(21,258		)	(13,199		)
	$	(1,017,211	)	$	(946,517	)

At September 30, 2005, TCF had 6.7 million shares remaining in its stock repurchase programs authorized by the Board of Directors. The decrease in shares held in trust for deferred compensation plans from December 31, 2004 to September 30, 2005 was due to elections by certain executives and senior management to un-defer previously deferred compensation, as allowed under the new Section 409A of the Internal Revenue Code. The increase in unamortized stock compensation is primarily due to a performance-based restricted stock grant to TCF’s Chairman of 300,000 shares of TCF common stock. This grant was made on January 25, 2005. The performance period for this grant begins January 1, 2006 and ends January 1, 2009.

(9) Regulatory Capital Requirements

The following table sets forth TCF’s and TCF Bank’s regulatory tier 1 leverage, tier 1 risk-based and total risk-based capital levels, and applicable percentages of adjusted assets, together with the excess over minimum capital requirements:

(Dollars in thousands)	Actual				Minimum Capital Requirement				Excess
	Amount		Ratio		Amount		Ratio		Amount		Ratio
As of September 30, 2005:
Tier 1 leverage capital
TCF Financial Corporation	$	824,690	6.54	%	$	378,578	3.00	%	$	446,112	3.54	%
TCF National Bank	799,961		6.34		378,272		3.00		421,689		3.34

Tier 1 risk-based capital
TCF Financial Corporation	824,690		8.72		378,488		4.00		446,202		4.72
TCF National Bank	799,961		8.47		377,727		4.00		422,234		4.47

Total risk-based capital
TCF Financial Corporation	1,008,858		10.66		756,976		8.00		251,882		2.66
TCF National Bank	984,129		10.42		755,454		8.00		228,675		2.42

As of December 31, 2004
Tier 1 leverage capital
TCF Financial Corporation	$	803,870	6.63	%	$	363,940	3.00	%	$	439,930	3.63	%
TCF National Bank	775,100		6.41		362,911		3.00		412,189		3.41

Tier 1 risk-based capital
TCF Financial Corporation	803,870		9.12		352,592		4.00		451,278		5.12
TCF National Bank	775,100		8.81		351,865		4.00		423,235		4.81

Total risk-based capital
TCF Financial Corporation	958,900		10.88		705,185		8.00		253,715		2.88
TCF National Bank	930,130		10.57		703,730		8.00		226,400		2.57

At September 30, 2005, TCF and TCF Bank exceeded their regulatory capital requirements and are considered “well-capitalized” under guidelines established by the Federal Reserve Board (“FRB”) and the Office of the Comptroller of the Currency (“OCC”), pursuant to the Federal Deposit Insurance Corporation Improvement Act of 1991.

(10) Employee Benefit Plans

The following table sets forth the net benefit cost included in compensation and employee benefits expense for TCF’s Pension Plan and Postretirement Plan for the three and nine months ended September 30, 2005 and 2004:

	Pension Plan
(In thousands)	Three Months Ended September 30,						Nine Months Ended September 30,
	2005			2004			2005			2004
Service cost	$	1,326		$	1,158		$	3,978		$	3,474
Interest cost	857			791			2,571			2,373
Expected return on plan assets	(1,432		)	(1,489		)	(4,295		)	(4,467		)
Amortization of prior service cost	(62		)	(58		)	(186		)	(174		)
Recognized actuarial loss	262			-			786			-
Net periodic benefit cost	$	951		$	402		$	2,854		$	1,206

	Postretirement Plan
(In thousands)	Three Months Ended September 30,						Nine Months Ended September 30,
	2005			2004			2005			2004
Service cost	$	9		$	13		$	26		$	40
Interest cost	138			164			414			507
Amortization of transition obligation	33			53			99			158
Recognized actuarial loss	34			49			104			166
Net periodic benefit cost	$	214		$	279		$	643		$	871

TCF contributed $2.6 million to the Pension Plan in the first nine months of 2004 and made no contributions in the first nine months of 2005. TCF does not anticipate making any contributions to the Pension Plan for the remainder of 2005. During the third quarter and the first nine months of 2005, TCF paid $270 thousand and $884 thousand, respectively, compared with $250 thousand and $790 thousand, respectively, for the same 2004 periods for the Postretirement Plan.

(11) Business Segments

The following table sets forth certain information about the reported profit or loss and assets for each of TCF’s reportable segments, including a reconciliation of TCF’s consolidated totals. Beginning in 2005, TCF’s mortgage banking business no longer originates or sells loans to the secondary market. As a result, mortgage banking is now included in the “other” category in the table below, in addition to TCF’s parent company and corporate functions.

			Leasing and					Eliminations
(In thousands)			Equipment					and
	Banking		Finance		Other			Reclassifications			Consolidated
At or For the Three Months Ended
September 30, 2005

Revenues from external customers:
Interest income	$	160,194	$	24,082	$	17		$	-		$	184,293
Non-interest income	112,498		10,197		1,006			-			123,701
Total	$	272,692	$	34,279	$	1,023		$	-		$	307,994

Net interest income	$	113,059	$	13,668	$	774		$	569		$	128,070
Provision for credit losses	1,692		1,702		-			-			3,394
Non-interest income	112,498		10,197		30,996			(29,990		)	123,701
Non-interest expense	139,472		11,856		32,096			(29,421		)	154,003
Income tax expense (benefit)	25,775		3,555		(442		)	-			28,888
Net income	$	58,618	$	6,752	$	116		$	-		$	65,486

Total assets	$	12,283,632	$	1,531,279	$	179,004		$	(1,256,826	)	$	12,737,089

At or For the Three Months Ended
September 30, 2004

Revenues from external customers:
Interest income	$	133,535	$	22,855	$	1,023		$	-		$	157,413
Non-interest income	108,475		6,863		4,144			-			119,482
Total	$	242,010	$	29,718	$	5,167		$	-		$	276,895

Net interest income	$	108,139	$	14,387	$	1,601		$	363		$	124,490
Provision for credit losses	747		1,897		-			-			2,644
Non-interest income	108,475		6,863		27,759			(23,615		)	119,482
Non-interest expense	132,634		10,253		28,291			(23,252		)	147,926
Income tax expense	28,427		3,050		213			-			31,690
Net income	$	54,806	$	6,050	$	856		$	-		$	61,712

Total assets	$	11,540,764	$	1,406,550	$	241,121		$	(1,190,486	)	$	11,997,949

				Leasing and					Eliminations
(In thousands)				Equipment					and
	Banking			Finance		Other			Reclassifications			Consolidated
At or For the Nine Months Ended
September 30, 2005

Revenues from external customers:
Interest income	$	463,524		$	72,006	$	107		$	-		$	535,637
Non-interest income	319,107			32,059		2,388			-			353,554
Total	$	782,631		$	104,065	$	2,495		$	-		$	889,191

Net interest income	$	341,397		$	42,877	$	2,312		$	1,822		$	388,408
(Recovery) provision for credit losses	(1,573		)	2,958		-			-			1,385
Non-interest income	319,107			32,059		91,282			(88,894		)	353,554
Non-interest expense	410,781			35,129		93,523			(87,072		)	452,361
Income tax expense (benefit)	76,153			13,049		(578		)	-			88,624
Net income	$	175,143		$	23,800	$	649		$	-		$	199,592

At or For the Nine Months Ended
September 30, 2004

Revenues from external customers:
Interest income	$	389,379		$	66,333	$	3,790		$	-		$	459,421
Non-interest income	315,176			29,649		13,126			-			357,951
Total	$	704,555		$	95,982	$	16,916		$	-		$	817,372

Net interest income	$	317,115		$	41,055	$	6,227		$	1,005		$	365,402
Provision for credit losses	2,067			4,807		-			-			6,874
Non-interest income	315,176			29,649		86,339			(73,213		)	357,951
Non-interest expense	384,480			30,739		89,527			(72,208		)	432,538
Income tax expense	83,790			12,344		216			-			96,350
Net income	$	161,954		$	22,814	$	2,823		$	-		$	187,591

(12) Earnings Per Common Share

The computation of basic and diluted earnings per share is presented in the following table:

	Three Months Ended September 30,						Nine Months Ended September 30,
(Dollars in thousands, except per-share data)	2005			2004			2005			2004

Basic Earnings Per Common Share

Net income	$	65,486		$	61,712		$	199,592		$	187,591

Weighted average shares outstanding	134,017,876			139,245,241			134,951,645			140,265,853
Restricted stock	(2,315,439		)	(3,060,964		)	(2,259,266		)	(3,042,655		)
Weighted average common shares outstanding for basic earnings per common share	131,702,437			136,184,277			132,692,379			137,223,198

Basic earnings per common share	$	.50		$	.45		$	1.50		$	1.37

Diluted Earnings Per Common Share

Net income	$	65,486		$	61,712		$	199,592		$	187,591

Weighted average common shares outstanding used in basic earnings per common share calculation	131,702,437			136,184,277			132,692,379			137,223,198
Net dilutive effect of:
Restricted stock	217,086			473,056			219,530			435,127
Stock options	132,608			186,342			141,892			183,407
	132,052,131			136,843,675			133,053,801			137,841,732

Diluted earnings per common share	$	.50		$	.45		$	1.50		$	1.36

All shares of restricted stock are deducted from weighted average shares outstanding used for the computation of basic earnings per common share. Shares of performance-based restricted stock are included in the calculation of diluted earnings per common share, using the treasury stock method, at the beginning of the quarter in which the performance goals have been achieved. All other shares of restricted stock which vest over specified time periods are included in the calculation of diluted earnings per common share using the treasury stock method.

(13) Comprehensive Income

Comprehensive income is the total of net income and other comprehensive income (loss), which for TCF is comprised entirely of unrealized gains and losses on investment securities available for sale. The following table summarizes the components of comprehensive income:

(In thousands)	Three Months Ended September 30,						Nine Months Ended September 30,
	2005			2004			2005			2004
Net income	$	65,486		$	61,712		$	199,592		$	187,591

Other comprehensive income (loss) before tax:
Unrealized holding (losses) gains arising during the period on securities available for sale	(22,817		)	28,889			(8,420		)	9,829

Reclassification adjustment for gains included in net income	(995		)	(3,679		)	(10,671		)	(16,396		)

Income tax (benefit) expense	(8,615		)	9,076			(6,910		)	(2,386		)

Total other comprehensive (loss) income, net of tax	(15,197		)	16,134			(12,181		)	(4,181		)

Comprehensive income	$	50,289		$	77,846		$	187,411		$	183,410

(14) Other Expense

Other expense consists of the following:

(In thousands)	Three Months Ended September 30,				Nine Months Ended September 30,
	2005		2004		2005		2004
Card processing and issuance	$	3,906	$	3,246	$	11,539	$	9,068
Postage and courier	3,600		3,522		10,765		10,640
Telecommunications	2,993		3,095		9,158		9,292
Office supplies	2,338		2,382		7,393		7,176
ATM processing	2,358		2,471		6,769		6,950
Operating lease depreciation	2,008		370		5,171		1,143
Federal deposit insurance and OCC assessments	698		679		2,078		2,010
Other real estate owned, net	347		471		1,754		114
Deposit base intangible amortization	415		416		1,244		1,247
Other	15,749		14,793		42,864		41,118

Total other expense	$	34,412	$	31,445	$	98,735	$	88,758

TCF FINANCIAL CORPORATION AND SUBSIDIARIES

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

OVERVIEW

TCF Financial Corporation, (“TCF” or the “Company”), is a national financial holding company located in Wayzata, Minnesota. Its principal subsidiary, TCF National Bank (“TCF Bank”), is headquartered in Minnesota and had 442 banking offices in Minnesota, Illinois, Michigan, Wisconsin, Colorado and Indiana at September 30, 2005.

TCF provides convenient financial services through multiple channels to customers located primarily in the Midwest. TCF has developed products and services designed to meet the needs of all consumers. The Company focuses on attracting and retaining customers through service and convenience, including branches that are open seven days a week and on most holidays, extensive full-service supermarket branch and automated teller machine (“ATM”) networks, and telephone and Internet banking. TCF’s philosophy is to generate net interest income and fees and other revenue through business lines that emphasize higher yielding assets and lower or no interest-cost deposits. The Company’s growth strategies include new branch expansion and the development of new products and services. New products and services are designed to build on existing businesses and expand into complementary products and services through strategic initiatives.

TCF’s core businesses are comprised of traditional and supermarket bank branches, campus banking, EXPRESS TELLER^® ATMs, Visa U.S.A. Inc. (“Visa”) card products, commercial banking, small business banking, consumer lending, leasing and equipment finance, investment, securities brokerage and insurance services. TCF emphasizes the checking account as its anchor account, which provides opportunities to cross-sell other convenience products and services and generate additional fee income. The continued growth in checking accounts is a significant part of TCF’s growth strategy. Total checking accounts were 1,612,497 at September 30, 2005, and increased 17,496 accounts from June 30, 2005, and increased 85,545 accounts from September 30, 2004. TCF’s management monitors the opening and closing of accounts and is pursuing opportunities to reduce account attrition to further increase the growth in checking accounts. The number of ATMs that are free to TCF customers increased from 1,171 at September 30, 2004, to 1,755 at September 30, 2005. The increase in ATMs was primarily the result of an ATM branding agreement with 7-Eleven, Inc., which added 583 TCF branded ATMs during the third quarter of 2005, that are owned and operated by 7-Eleven, Inc.

At September 30, 2005, 140, or 32%, of TCF’s 442 branches were opened since January 1, 2000 and consist of 62 traditional branches, 76 supermarket branches and two campus branches. Opening new branches is an integral part of TCF’s growth strategy for generating new deposit accounts and the related revenue that is associated with the accounts and other products. New branches typically produce net losses during the first 20-24 months of operations before they become profitable, and therefore the level and timing of new branch expansion can have a significant impact on TCF’s profitability. TCF’s growth in checking accounts is primarily occurring in new branches with growth in older, mature branches being slower. The success of TCF’s branch expansion is dependent on the continued long-term success and viability of branch banking. Success in supermarket branches is also dependent on the success and viability of the supermarket branch locations. Economic slowdowns, financial or labor difficulties and competitive pressures may have an adverse impact on the supermarket industry and therefore reduce customer activity in TCF’s supermarket branches. TCF is subject to the risk, among others, that its license for supermarket branches will terminate in connection with the sale or closure of a store by a supermarket chain.

TCF’s lending strategy is to originate high credit quality, primarily secured, loans and leases. Commercial loans are generally made on local properties or to local customers. TCF’s largest core lending business is its consumer home equity loan operation, which offers fixed- and variable-rate loans and lines of credit secured by residential real estate properties. The leasing and equipment finance businesses consist of Winthrop Resources Corporation, (“Winthrop”), a leasing company that primarily leases technology and data processing equipment, and TCF Equipment Finance, Inc., (“TCF Equipment Finance”), a company that delivers equipment finance solutions to businesses in select markets. TCF’s leasing and equipment finance businesses operate in all 50 states and source equipment installations domestically and in foreign countries.

As a primarily secured lender, TCF emphasizes credit quality over asset growth. As a result, TCF’s credit losses are generally lower than those experienced by other banks. The allowance for loan and lease losses, while generally lower as a percent of loans and leases than the average in the banking industry, reflects the lower historical charge-offs and management’s expectation of the risk of loss inherent in the loan and lease portfolio. See “Consolidated Financial Condition Analysis-Allowance for Loan and Lease Losses.”

Net interest income, the difference between interest income earned on loans, leases and on investments and interest expense paid on deposits and short-term and long-term borrowings, represents 50.9% of TCF’s total revenue for the three months ended September 30, 2005. Net interest income can change significantly from period to period based on general levels of interest rates, customer prepayment patterns, the mix of interest earning assets and the mix of interest bearing and non-interest bearing deposits and borrowings. TCF manages the risk of changes in interest rates on its net interest income through an Asset/Liability Committee and through related interest rate risk monitoring and management policies. See “Market Risk – Interest-Rate Risk” for further discussion of TCF’s interest rate risk position.

The Company’s Visa debit card program has grown significantly since its inception in 1996. TCF is one of the largest issuers of Visa Classic debit cards in the United States. TCF earns interchange revenue from customer debit card transactions. Litigation against Visa brought by certain merchants who chose not to participate in the 2003 settlements of class action lawsuits against Visa remains pending. In October 2004, the United States Supreme Court decided not to hear an appeal of a ruling that Visa and MasterCard may not bar member banks from issuing cards on rival networks. Rival card networks, such as Discover and American Express, have brought or may bring private legal action against Visa and MasterCard. Visa is a defendant in many other legal actions, including litigation recently brought by merchants and merchant organizations against Visa concerning its card interchange fees challenging the level of interchange fees and prohibitions on merchants imposing surcharges on customers using cards to purchase goods and services. The ultimate impact of any such litigation cannot be predicted at this time. Merchants are also seeking to develop independent card products or payment systems that would serve as alternatives to TCF Visa card products. The continued success of TCF’s debit card program is dependent on the success and viability of Visa and the continued use by customers and acceptance by merchants of its debit cards.

The following portions of Management’s Discussion and Analysis focus in more detail on the results of operations for the three and nine months ended September 30, 2005 and 2004 and on information about TCF’s balance sheet, credit quality, liquidity and funding resources, capital and other matters.

RESULTS OF OPERATIONS

Performance Summary

TCF reported diluted earnings per common share of 50 cents and $1.50 for the third quarter and first nine months of 2005, respectively, compared with 45 cents and $1.36 for the same 2004 periods. Net income was $65.5 million and $199.6 million for the third quarter and first nine months of 2005, respectively, compared with $61.7 million and $187.6 million for the same 2004 periods. For the third quarter and first nine months of 2005, return on average assets was 2.07% and 2.11%, respectively, compared with 2.06% and 2.12% for the same 2004 periods. Return on average common equity was 27.41% and 28.32% for the third quarter and first nine months of 2005, respectively, compared with 25.96% and 26.56% for the same 2004 periods. The effective tax rate for the third quarter and first nine months of 2005, was 30.61% and 30.75%, respectively, compared with 33.93% for the same 2004 periods.

Operating Segment Results

See Note 11 of Notes to the Consolidated Financial Statements for the financial results of TCF’s operating segments.

BANKING, comprised of deposits and investment products, commercial banking, small business banking, consumer lending, residential lending and treasury services, reported net income of $58.6 million and $175.1 million for the third quarter and first nine months of 2005, respectively, compared with $54.8 million and $162 million for the same 2004 periods. Banking net interest income for the third quarter and first nine months of 2005 was $113.1 million and $341.4 million, respectively, compared with $108.1 million and $317.1 million for the same 2004 periods. The provision for credit losses totaled $1.7 million for the third quarter of 2005 and a net provision credit of $1.6 million for the first nine months of 2005, compared with provisions of $747 thousand and $2.1 million for the same 2004 periods. The provision for credit losses for the first nine months of 2005 reflects improved credit quality, primarily in the consumer and commercial portfolios, including a large commercial business loan recovery in the first quarter of

2005. Non-interest income totaled $112.5 million and $319.1 million for the third quarter and first nine months of 2005, respectively, compared with $108.5 million and $315.2 million for the same 2004 periods. Fees, service charges, card and other revenues were $111.5 million and $308.4 million for the third quarter and first nine months of 2005, respectively, compared with $104.8 million and $298.8 million for the same 2004 periods. Card revenues, primarily interchange fees, increased 28.7% and 27.3% for the third quarter and first nine months of 2005, respectively, which was primarily attributable to a 20.2% and 19.3% increase in sales volume, respectively, compared with the same 2004 periods. Fees and service charges decreased 2.7% and 5.8% for the third quarter and first nine months of 2005, respectively, compared with the same 2004 periods, as a result of changing customer behaviors. During the third quarter of 2005, TCF sold a branch building and recognized a gain of $3.4 million. Also, in the first quarter of 2005, TCF sold its main office in Ann Arbor, Michigan and recognized a gain of $5.5 million. During the third quarter of 2005, TCF sold $99.5 million of mortgage-backed securities and realized gains of $995 thousand, compared with sales of $216.3 million and gains of $3.7 million during the third quarter of 2004. During the first nine months of 2005, TCF sold $1.0 billion of mortgage-backed securities and realized gains of $10.7 million, compared with sales of $1.1 billion and gains of $16.4 million for the same 2004 period. See “Results of Operations – Consolidated Non-Interest Income” for further discussion of the sales of mortgage-backed securities.

Banking non-interest expense was $139.5 million and $410.8 million for the third quarter and first nine months of 2005, respectively, compared with $132.6 million and $384.5 million for the same 2004 periods. The increases were primarily due to compensation and benefits costs associated with new branch expansion and increases in card processing and issuance expenses related to the overall increase in card volumes, partially offset by a decrease in deposit account losses. Also contributing to the increase from the first nine months of 2004 were higher repossessed real estate expenses due to recoveries on property sales in 2004. Income tax expense for the first nine months of 2005 decreased $7.6 million from the comparable 2004 period, primarily due to a reduction in the expected 2005 annual effective income tax rate related to the increased effect of permanent differences as a percentage of pre-tax income and lower state income taxes.

TCF had 442 branches, including 251 full service supermarket branches and nine campus branches at September 30, 2005. During the third quarter of 2005, TCF opened eight new branches, including five traditional branches, two supermarket branches and one campus branch, and has opened 15 new branches in the first nine months of 2005. Since January 1, 2000, TCF has opened 140 new branches. TCF plans to open 13 new branches in the fourth quarter of 2005, consisting of nine traditional branches, three supermarket branches and one campus branch. See “Consolidated Financial Condition Analysis – New Branch Expansion” for further information.

LEASING AND EQUIPMENT FINANCE, an operating segment comprised of TCF’s wholly-owned subsidiaries Winthrop and TCF Equipment Finance, provides a broad range of comprehensive lease and equipment finance products. Leasing and Equipment Finance reported net income of $6.8 million and $23.8 million for the third quarter and first nine months of 2005, respectively, compared with $6.1 million and $22.8 million, for the same 2004 periods. Net interest income for the third quarter and first nine months of 2005 was $13.7 million and $42.9 million, respectively, compared with $14.4 million and $41.1 million for the same 2004 periods. The provision for credit losses for this operating segment totaled $1.7 million and $3 million for the third quarter and first nine months of 2005, respectively, compared with $1.9 million and $4.8 million for the same 2004 periods. Delta declared bankruptcy on September 14, 2005, and TCF charged off its $18.8 million investment in the related leveraged lease. The decrease in the provision for credit losses from the first nine months of 2004 is primarily related to improved credit quality. Non-interest income totaled $10.2 million for the third quarter of 2005, compared with $6.9 million for the third quarter of 2004. Non-interest income for the first nine months of 2005 totaled $32.1 million, compared with $29.6 million for the same 2004 period. The increase in leasing and equipment finance revenues for the third quarter of 2005, compared with the same 2004 period is primarily due to higher operating and sales-type lease revenues. The increase in leasing and equipment finance revenues for the first nine months of 2005, compared with the same 2004 period is primarily due to higher operating lease revenues and other transaction fees, partially offset by lower sale-type lease revenues. Leasing and equipment finance revenues may fluctuate from period to period based on customer driven factors not entirely within the control of TCF. Non-interest expense totaled $11.9 million and $35.1 million for the third quarter and first nine months of 2005, respectively, up from $10.3 million and $30.7 million for the same 2004 periods, primarily related to an increase in operating lease depreciation expense.

Consolidated Net Interest Income

Net interest income for the third quarter of 2005 was $128.1 million, up 2.9% from $124.5 million for the third quarter of 2004 and down 2.4% from $131.3 million for the second quarter of 2005. Net interest income for the first nine months of 2005 was $388.4 million, up 6.3% from $365.4 million for the same 2004 period. The net interest margin for the third quarter of 2005 was 4.43%, down from 4.56% for the same 2004 period and down from 4.53% for the second quarter of 2005. The net interest margin for the first nine months of 2005 was 4.51% compared with 4.54% for the same 2004 period. The increase in net interest income from the third quarter of 2004 was primarily driven by increases in average consumer, commercial real estate and leasing and equipment finance balances, up $1.1 billion over the third quarter of 2004, partially offset by higher funding costs and the effect of a flattening yield curve. The decrease in net interest income from the second quarter of 2005 was primarily due to the impact of certain lower-cost long-term borrowings maturing, lower average balances of securities available for sale and residential real estate loans and higher deposit rates. The decrease in the net interest margin from the third quarter of 2004 and the second quarter of 2005 is primarily due to the rates on interest-bearing liabilities increasing more than the yields on interest-earning assets, partially reflecting an increase in customer preference for fixed-rate loans. See “Market Risk – Interest-Rate Risk” for further discussion on net interest income.

On September 29, 2005, the FHLB of Des Moines declared a less than expected cash dividend of 1.40% per annum of average stock for the three-month period ended August 31, 2005. TCF’s net interest margin decreased 2 basis points during the third quarter of 2005 as compared with the second quarter of 2005 as a result of reduced FHLB of Des Moines stock dividend. The FHLB of Des Moines also indicated that it was currently reviewing its retained earnings policy and it anticipated making changes to that policy that could result in increased retained earnings and may result in lower dividends than historic targets. See “Consolidated Financial Condition Analysis – Borrowings” for further discussion of FHLB matters.

The following table summarizes the average balances and the related yields and rates on interest-earning assets and deposits and borrowings for the three months ended September 30, 2005 and 2004:

	Three Months Ended September 30,
	2005				2004				Change
(Dollars in thousands)	Average		Yields and		Average		Yields and		Average			Yields and
	Balance		Rates (1)		Balance		Rates (1)		Balance			Rates (bps)
Interest-earning Assets:
Investments	$	91,355	2.02	%	$	94,910	3.25	%	$	(3,555	)	(123	)
Securities available for sale (2)	1,393,742		5.14		1,545,768		5.28		(152,026		)	(14	)
Loans held for sale	206,850		5.29		327,953		3.56		(121,103		)	173
Loans and leases:
Consumer home equity - variable rate	2,392,934		7.22		2,547,648		5.57		(154,714		)	165
Consumer home equity - fixed rate	2,454,762		6.68		1,512,853		6.85		941,909			(17	)
Consumer - other	34,469		9.38		39,068		8.28		(4,599		)	110
Total consumer home equity and other	4,882,165		6.96		4,099,569		6.06		782,596			90
Commercial real estate - variable rate	822,223		6.27		769,225		4.31		52,998			196
Commercial real estate - fixed and adjustable rate	1,398,340		6.15		1,243,565		6.21		154,775			(6	)
Total commercial real estate	2,220,563		6.20		2,012,790		5.49		207,773			71
Commercial business - variable rate	348,030		6.02		357,205		4.04		(9,175		)	198
Commercial business - fixed and adjustable rate	85,611		5.88		82,805		5.50		2,806			38
Total commercial business	433,641		5.99		440,010		4.32		(6,369		)	167
Leasing and equipment finance (3)	1,428,653		6.74		1,320,495		6.92		108,158			(18	)
Subtotal	8,965,022		6.69		7,872,864		5.96		1,092,158			73
Residential real estate	849,069		5.73		1,076,619		5.72		(227,550		)	1
Total loans and leases (4)	9,814,091		6.61		8,949,483		5.93		864,608			68
Total interest-earning assets	11,506,038		6.37		10,918,114		5.75		587,924			62
Deposits and Borrowings:
Non-interest bearing deposits:
Retail	1,539,893		-		1,512,434		-		27,459			-
Small business	600,374		-		525,466		-		74,908			-
Commercial and custodial	325,025		-		329,329		-		(4,304		)	-
Total non-interest bearing deposits	2,465,292		-		2,367,229		-		98,063			-
Interest bearing deposits:
Premier checking	694,835		2.66		248,217		1.32		446,618			134
Other checking	1,004,507		.23		1,140,098		.07		(135,591		)	16
Subtotal	1,699,342		1.23		1,388,315		.29		311,027			94
Premier savings	436,690		3.21		109,681		1.81		327,009			140
Other savings	1,549,451		.67		1,717,789		.31		(168,338		)	36
Subtotal	1,986,141		1.23		1,827,470		.40		158,671			83
Money market	632,293		1.31		738,769		.38		(106,476		)	93
Subtotal	4,317,776		1.24		3,954,554		.36		363,222			88
Certificates of deposit	1,770,805		2.93		1,458,905		1.84		311,900			109
Total interest-bearing deposits	6,088,581		1.73		5,413,459		.76		675,122			97
Total deposits	8,553,873		1.23		7,780,688		.53		773,185			70
Borrowings:
Short-term borrowings	1,037,240		3.52		824,955		1.47		212,285			205
Long-term borrowings	1,757,968		4.62		2,059,525		3.78		(301,557		)	84
Total borrowings	2,795,208		4.22		2,884,480		3.12		(89,272		)	110

Total deposits and borrowings	11,349,081		1.97		10,665,168		1.23		683,913			74

Net interest-earning assets and net interest margin	$	156,957	4.43		$	252,946	4.56		$	(95,989	)	(13	)

bps = basis points

(1) Annualized.

(2) Average balance and yield of securities available for sale are based upon the historical amortized cost.

(3) Substantially all leasing and equipment finance loans and leases have fixed rates.

(4) Average balance of loans and leases includes non-accrual loans and leases, and is presented net of unearned income.

The following table summarizes the average balances and the related yields and rates on interest-earning assets and deposits and borrowings for the nine months ended September 30, 2005 and 2004:

	Nine Months Ended September 30,
	2005				2004				Change
(Dollars in thousands)	Average		Yields and		Average		Yields and		Average			Yields and
	Balance		Rates (1)		Balance		Rates (1)		Balance			Rates (bps)
Interest-earning Assets:
Investments	$	99,502	3.50	%	$	131,290	2.48	%	$	(31,788	)	102
Securities available for sale (2)	1,567,059		5.17		1,537,310		5.30		29,749			(13	)
Loans held for sale	209,184		4.84		357,354		3.41		(148,170		)	143
Loans and leases:
Consumer home equity - variable rate	2,561,936		6.79		2,376,149		5.46		185,787			133
Consumer home equity - fixed rate	2,088,550		6.71		1,488,090		6.98		600,460			(27	)
Consumer - other	34,836		9.13		39,751		8.21		(4,915		)	92
Total consumer home equity and other	4,685,322		6.77		3,903,990		6.06		781,332			71
Commercial real estate - variable rate	832,689		5.74		759,923		4.16		72,766			158
Commercial real estate - fixed and adjustable rate	1,363,805		6.14		1,220,457		6.27		143,348			(13	)
Total commercial real estate	2,196,494		5.99		1,980,380		5.46		216,114			53
Commercial business - variable rate	346,674		5.55		343,946		3.82		2,728			173
Commercial business - fixed and adjustable rate	78,117		5.76		88,228		5.51		(10,111		)	25
Total commercial business	424,791		5.59		432,174		4.16		(7,383		)	143
Leasing and equipment finance (3)	1,410,381		6.81		1,267,102		6.98		143,279			(17	)
Subtotal	8,716,988		6.52		7,583,646		5.95		1,133,342			57
Residential real estate	917,241		5.72		1,130,840		5.75		(213,599		)	(3	)
Total loans and leases (4)	9,634,229		6.45		8,714,486		5.92		919,743			53
Total interest-earning assets	11,509,974		6.22		10,740,440		5.71		769,534			51
Deposits and Borrowings:
Non-interest bearing deposits:
Retail	1,566,767		-		1,508,102		-		58,665			-
Small business	573,240		-		491,729		-		81,511			-
Commercial and custodial	316,749		-		345,878		-		(29,129		)	-
Total non-interest bearing deposits	2,456,756		-		2,345,709		-		111,047			-
Interest bearing deposits:
Premier checking	578,967		2.24		150,094		1.31		428,873			93
Other checking	1,056,178		.19		1,151,426		.08		(95,248		)	11
Subtotal	1,635,145		.92		1,301,520		.22		333,625			70
Premier savings	355,164		2.76		47,438		1.71		307,726			105
Other savings	1,586,367		.54		1,777,512		.34		(191,145		)	20
Subtotal	1,941,531		.95		1,824,950		.38		116,581			57
Money market	637,696		.99		790,128		.37		(152,432		)	62
Subtotal	4,214,372		.94		3,916,598		.32		297,774			62
Certificates of deposit	1,691,121		2.64		1,502,064		1.86		189,057			78
Total interest-bearing deposits	5,905,493		1.43		5,418,662		.75		486,831			68
Total deposits	8,362,249		1.01		7,764,371		.52		597,878			49
Borrowings:
Short-term borrowings	977,750		3.04		743,754		1.35		233,996			169
Long-term borrowings	1,981,558		4.18		1,963,440		3.82		18,118			36
Total borrowings	2,959,308		3.80		2,707,194		3.14		252,114			66

Total deposits and borrowings	11,321,557		1.74		10,471,565		1.20		849,992			54

Net interest-earning assets and net interest margin	$	188,417	4.51		$	268,875	4.54		$	(80,458	)	(3	)

bps = basis points

(1) Annualized.

(2) Average balance and yield of securities available for sale are based upon the historical amortized cost.

(3) Substantially all leasing and equipment finance loans and leases have fixed rates.

(4) Average balance of loans and leases includes non-accrual loans and leases, and is presented net of unearned income.

The following table presents the components of the changes in net interest income by volume and rate:

	Three Months Ended									Nine Months Ended
	September 30, 2005									September 30, 2005
	Versus Same Period in 2004									Versus Same Period in 2004
(In thousands)	Increase (Decrease) Due to									Increase (Decrease) Due to
	Volume (1)			Rate (1)			Total			Volume (1)			Rate (1)			Total
Interest Income:
Investments	$	(28	)	$	(282	)	$	(310	)	$	(680	)	$	848		$	168
Securities available for sale	(1,964		)	(557		)	(2,521		)	1,171			(1,617		)	(446		)
Loans held for sale	(1,310		)	1,138			(172		)	(4,567		)	3,034			(1,533		)
Loans and leases:
Consumer home equity - variable rate	(2,264		)	10,161			7,897			8,038			24,977			33,015
Consumer home equity - fixed and adjustable rate	15,938			(656		)	15,282			30,235			(3,159		)	27,076
Consumer - other	(101		)	103			2			(320		)	257			(63		)
Total consumer home equity and other	13,057			10,124			23,181			38,063			21,965			60,028
Commercial real estate - variable rate	612			4,064			4,676			2,439			9,670			12,109
Commercial real estate - fixed and adjustable rate	2,452			(189		)	2,263			6,609			(1,251		)	5,358
Total commercial real estate	3,072			3,867			6,939			9,288			8,179			17,467
Commercial business - variable rate	(95		)	1,751			1,656			79			4,467			4,546
Commercial business - fixed and adjustable rate	41			82			123			(431		)	160			(271		)
Total commercial business	(70		)	1,849			1,779			(234		)	4,509			4,275
Leasing and equipment finance	1,835			(608		)	1,227			7,348			(1,675		)	5,673
Subtotal	17,614			15,512			33,126			53,429			34,014			87,443
Residential real estate	(3,256		)	13			(3,243		)	(9,156		)	(260		)	(9,416		)
Total loans and leases	13,736			16,147			29,883			42,729			35,298			78,027
Total interest income	8,925			17,955			26,880			34,177			42,039			76,216
Interest expense:
Premier checking	2,454			1,374			3,828			6,592			1,649			8,241
Other checking	(24		)	430			406			(58		)	923			865
Subtotal	276			3,958			4,234			672			8,434			9,106
Premier savings	2,406			625			3,031			6,149			585			6,734
Other savings	(142		)	1,413			1,271			(535		)	2,383			1,848
Subtotal	174			4,128			4,302			349			8,233			8,582
Money market	(116		)	1,503			1,387			(497		)	3,024			2,527
Certificates of deposit	1,682			4,616			6,298			2,881			9,696			12,577
Borrowings:
Short-term borrowings	962			5,193			6,155			2,961			11,717			14,678
Long-term borrowings	(3,108		)	4,032			924			523			5,217			5,740
Total borrowings	(718		)	7,797			7,079			6,314			14,104			20,418
Total interest expense	2,249			21,051			23,300			8,156			45,054			53,210
Net interest income	6,924			(3,344		)	3,580			25,966			(2,960		)	23,006

(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. Changes due to volume and rate are calculated independently for each line item presented.

Achieving net interest income growth over time is dependent on TCF’s ability to generate higher-yielding assets and lower-cost retail deposits. The net impact of the changes in interest-bearing assets and deposits and borrowings has positioned TCF to be slightly asset sensitive (i.e. more assets than liabilities will be maturing, repricing, or prepaying during the next twelve months). Although this positive gap position may benefit TCF in a rising rate environment, if interest rates remain at current levels or fall further, the net interest margin may compress and net interest income may decline. TCF’s benefit from rising short-term interest rates have been offset by the impact of a flattening yield curve and changes in the balance sheet mix. An increase in interest rates would affect TCF’s fixed-rate/variable-rate product origination mix and would extend the estimated life of its residential real estate loan and mortgage-backed securities portfolios and may change the mix of deposits. A change in origination mix and/or the extending of the estimated life of mortgage-related assets may have an adverse impact on future net interest income or net interest margin as fixed-rate assets are funded with interest-bearing liabilities with increasing rates. Competition for checking, savings and money market deposits, important sources of lower-cost funds for TCF, is intense. A decline in these lower-cost deposits may have an adverse impact on future net interest income or net interest margin as TCF would need to replace these funds with short- or long-term borrowings which may have a higher interest cost. See “Consolidated Financial Condition Analysis – Deposits” and “Market Risk – Interest-Rate Risk” for further discussion on TCF’s interest rate risk position.

Consolidated Provision for Credit Losses

TCF provided $3.4 million and $1.4 million for credit losses in the third quarter and first nine months of 2005, respectively, compared with $2.6 million and $6.9 million for the same 2004 periods. Delta declared bankruptcy on September 14, 2005, and TCF charged off its $18.8 million investment in the related leveraged lease. TCF increased the specific allowance for loan and lease losses assigned to the leveraged lease from $13.9 million at June 30, 2005, to $18.8 million through changes in existing leasing and equipment finance allocated allowances and $1.3 million in additional provision. The decrease in the provision for credit losses for the first nine months of 2005 compared with the same 2004 period is due to improved credit quality, primarily in the consumer and commercial portfolios, including a large commercial business loan recovery in the first quarter of 2005. Net loan and lease charge-offs were $20.8 million, or .85% (annualized), of average loans and leases and $22.2 million, or .31% (annualized), of average loans and leases in the third quarter and first nine months of 2005, respectively, up from $3.7 million, or .17% (annualized), of average loans and leases and $6.3 million, or .10% (annualized), of average loans and leases for the same 2004 periods. Net loan and lease charge-offs excluding the specific charge-off related to the leveraged lease were $2 million, or .08% (annualized), of average loans and leases and $3.5 million, or .05% (annualized), of average loans and leases in the third quarter and first nine months of 2005, respectively.

The provision for credit losses is calculated as part of the determination of the allowance for loan and lease losses. The determination of the allowance for loan and lease losses, and the related provision for credit losses is a critical accounting estimate which involves a number of factors such as net charge-offs, delinquencies in the loan and lease portfolio, value of collateral, general economic conditions and management’s assessment of credit risk in the current loan and lease portfolio. Also see “Consolidated Financial Condition Analysis – Allowance for Loan and Lease Losses.”

Consolidated Non-Interest Income

Non-interest income is a significant source of revenue for TCF and is an important factor in TCF’s results of operations. Providing a wide range of retail banking services is an integral component of TCF’s business philosophy and a major strategy for generating additional non-interest income. Total non-interest income was $123.7 million and $353.6 million for the third quarter and first nine months of 2005, respectively, compared with $119.5 million and $358 million for the same 2004 periods.

Fees and Service Charges

Fees and service charges decreased $1.9 million, or 2.7%, to $69.4 million for the third quarter of 2005, compared with $71.4 million for the same 2004 period. Fees and service charges decreased $11.8 million, or 5.8%, to $192.3 million for the first nine months of 2005, compared with $204.1 million for the same 2004 period. This decrease primarily reflects a decrease in deposit account service fees, attributable to changing customer behavior. TCF’s checking account customer base increased 17,496 accounts, or 4.4% (annualized), in the third quarter of 2005 to 1,612,497 accounts, and was up 85,545 accounts, or 5.6%, from the third quarter of 2004.

Card Revenue

For the third quarter of 2005, card revenue, primarily interchange fees, totaled $21 million, up $4.7 million, or 28.7%, from the third quarter of 2004. For the first nine months of 2005, card revenue totaled $58.4 million, up $12.5 million, or 27.3%, from the first nine months of 2004. The increase in card revenue for the third quarter and first nine months of 2005 was primarily due to increased customer transaction volumes and related fees.

The following table sets forth information about TCF’s card business:

	At September 30,						Change
(Dollars in thousands)	2005			2004			Amount		%

Average number of checking accounts with a TCF card	1,423,715			1,347,181			76,534		5.7	%

Active card users	769,394			718,880			50,514		7.0

Average number of transactions per month	15.5			13.6			1.9		14.0

Sales volume for the quarter ended:
Off-line (Signature)	$	1,278,431		$	1,051,884		$	226,547	21.5
On-line (PIN)	161,140			145,600			15,540		10.7
Total	$	1,439,571		$	1,197,484		$	242,087	20.2
Percentage off-line	88.8		%	87.8		%			97	bps

Average off-line interchange rate	1.48		%	1.45		%			3

Litigation has recently been brought against Visa by various merchants alleging anti-competitive practices and antitrust violations involving card interchange fees. The continued success of TCF’s debit card program is dependent on the success and viability of Visa and the continued use by customers and acceptance by merchants of its debit cards. See “OVERVIEW” for further discussion of Visa litigation.

ATM Revenue

For the third quarter and first nine months of 2005, ATM revenue was $10.6 million and $31.2 million, respectively, down slightly from $11.5 million and $32.6 million for the same periods of 2004. The decline in ATM revenue in the third quarter and first nine months of 2005 was attributable to declines in utilization of TCF’s ATM machines by non-customers and TCF customers’ use of non-TCF ATM machines.

Leasing and Equipment Finance Revenue

Leasing and equipment finance revenues totaled $10.2 million and $32 million for the third quarter and first nine months of 2005, respectively, up from $6.9 million and $29.3 million for the same 2004 periods. The increase in leasing and equipment finance revenues for the third quarter of 2005, compared with the same 2004 period is primarily due to higher operating and sales-type lease revenues. The increase in leasing and equipment finance revenues for first nine months of 2005, compared with the 2004 periods is primarily due to higher operating lease revenues and other transaction fees, partially offset by lower sales-type lease revenues. Sales-type revenues generally occur at or near the end of the lease term as customers extend the lease or purchase the underlying equipment. Leasing and equipment finance revenues may fluctuate from quarter to quarter based on customer-driven factors not entirely within the control of TCF.

Mortgage Banking Revenue

During the second half of 2004, TCF restructured its mortgage banking business by eliminating the wholesale loan origination activities and downsizing and integrating its retail loan origination function with TCF’s consumer lending business. TCF’s mortgage banking business no longer originates any new loans but continues to service the remaining $3.6 billion portfolio of mortgage loans for third party investors. TCF no longer sells mortgage loans to the secondary market. As a result, there are no gains on sales of loans in the third quarter and first nine months of 2005. During the second quarter of 2005, TCF transferred the servicing of $212.8 million of loans to another third-party servicer.

Mortgage banking revenue decreased $3.2 million to $982 thousand in the third quarter of 2005, compared with $4.1 million for the same 2004 period. Mortgage banking revenue decreased $10.7 million to $2.3 million in the first nine months of 2005, compared with $13.1 million for the first nine months of 2004. The decrease in mortgage banking revenue for the third quarter of 2005, compared with the same 2004 period was primarily due to a $1.4 million decrease in gains on sales of loans and $1 million of mortgage servicing rights recovery recorded in the third quarter of 2004. The decrease in mortgage banking revenue for the first nine months of 2005, compared with the same 2004 period was primarily due to a $6.7 million decrease in gains on sales of loans and $1 million of mortgage servicing rights impairment recorded in the second quarter of 2005, compared with $1 million of recovery recorded in the third quarter of 2004.

The following table sets forth information about mortgage banking revenues:

	Three Months										Nine Months
	Ended September 30,					Change					Ended September 30,					Change
(Dollars in thousands)	2005		2004			$			%		2005		2004			$			%

Servicing income	$	3,329	$	4,215		$	(886	)	(21.0	)%	$	10,827	$	13,179		$	(2,352	)	(17.8	)%
Less mortgage servicing:
Amortization	2,516		2,808			(292		)	(10.4	)	8,022		9,725			(1,703		)	(17.5	)
Provision (recovery) for impairment	-		(1,000		)	1,000			100.0		1,000		(1,000		)	2,000			N.M.
Net servicing income	813		2,407			(1,594		)	(66.2	)	1,805		4,454			(2,649		)	(59.5	)
Gains on sales of loans (1)	-		1,442			(1,442		)	(100.0	)	-		6,746			(6,746		)	(100.0	)
Other income	169		283			(114		)	(40.3	)	535		1,882			(1,347		)	(71.6	)
Total mortgage banking revenue	$	982	$	4,132		$	(3,150	)	(76.2	)	$	2,340	$	13,082		$	(10,742	)	(82.1	)

(1) Beginning in 2005, TCF’s mortgage banking business no longer originates or sells loans.

N.M. Not Meaningful

The following table sets forth further information about mortgage banking:

	At			At
	September 30,			December 31,			Change
(Dollars in thousands)	2005			2004			$			%

Third party servicing portfolio	$	3,570,381		$	4,503,564		$	(933,183	)	(20.7	)%
Weighted average note rate	5.74		%	5.78		%	(4		)bps	N.A.

Capitalized mortgage servicing rights, net	$	37,420		$	46,442		$	(9,022	)	(19.4	)

Mortgage servicing rights as a percentage of servicing portfolio	1.05		%	1.03		%	2		bps	N.A.

Average service fee (basis points)	31.1		bps	31.0		bps	.1		bps	N.A.

Mortgage servicing rights as a multiple of average service fee	3.4		X	3.3		X	.1		X	N.A.

N.A. Not applicable.

Mortgage servicing revenues can be significantly impacted by the amount of amortization and provision for impairment of mortgage servicing rights. The valuation of mortgage servicing rights is a critical accounting estimate for TCF. This estimate is based upon loan types, note rates and prepayment assumptions. Changes in the mix of loans, interest rates, defaults or prepayment speeds may have a material effect on the amortization amount and possible impairment in valuation. In a declining interest rate environment, prepayment speed assumptions will increase and result in an acceleration in the amortization of the mortgage servicing rights as the assumed underlying portfolio declines and also may result in impairment as the value of the mortgage servicing rights decline. TCF periodically evaluates its capitalized mortgage servicing rights for impairment. A key component in determining the fair value of mortgage servicing rights is the projected cash flows of the underlying loan portfolio. TCF uses projected cash flows and related prepayment assumptions based on management’s best estimates. The annualized prepayment rate on the third party servicing portfolio was 22.5% in the third quarter of 2005, compared with 17.4% for the same 2004 period. See Note 6 of Notes to the Consolidated Financial Statements for additional information concerning TCF’s mortgage servicing rights.

The following table summarizes prepayment speed assumptions and the weighted average remaining life of the loans in the servicing portfolio by interest rate tranche used in the determination of the value and amortization of mortgage servicing rights as of September 30, 2005 and December 31, 2004:

	At September 30, 2005					At December 31, 2004
(Dollars in thousands)			Prepayment		Weighted			Prepayment		Weighted
	Unpaid		Speed		Average Life	Unpaid		Speed		Average Life
Interest Rate Tranche	Balance		Assumption		(in Years)	Balance		Assumption		(in Years)
0 to 5.50%	$	1,415,253	12.1	%	6.9	$	1,707,934	11.3	%	7.5
5.51 to 6.00%	1,149,825		15.4		5.8	1,409,983		16.1		5.8
6.01 to 6.50%	517,822		21.4		4.2	691,148		23.2		4.0
6.51% and higher	487,481		26.1		3.3	694,499		26.3		3.3
	$	3,570,381	15.6		5.7	$	4,503,564	15.8		5.8

At September 30, 2005 and December 31, 2004, the sensitivity of the current fair value of mortgage servicing rights to a hypothetical immediate 10% and 25% adverse change in prepayment speed assumptions and discount rate are as follows:

	At			At
	September 30,			December 31,
(Dollars in millions)	2005			2004

Fair value of mortgage servicing rights	$	45.2		$	55.9
Weighted-average life (in years)	5.7			5.8
Weighted-average prepayment speed assumption (annual rate)	15.6		%	15.8		%
Weighted-average discount rate	8.0		%	7.5		%
Impact on fair value of 10% adverse change in prepayment speed assumptions	$	(2.3	)	$	(3.1	)
Impact on fair value of 25% adverse change in prepayment speed assumptions	$	(5.5	)	$	(7.1	)
Impact on fair value of 10% adverse change in discount rate	$	(1.1	)	$	(1.5	)
Impact on fair value of 25% adverse change in discount rate	$	(2.6	)	$	(3.4	)

These sensitivities are theoretical and should be used with caution. As the figures indicate, changes in fair value based on a given variation in assumptions generally cannot be extrapolated because the relationship of the change in assumption to the change in fair value may not be linear. Also, in the above table, the effect of a variation in a particular assumption on the fair value of the mortgage servicing rights is calculated independently without changing any other assumptions. In reality, changes in one factor may result in changes in another (for example, changes in prepayment speed estimates could result in changes in discount rates or market interest rates), which might either magnify or counteract the sensitivities. TCF does not use derivatives to hedge its mortgage servicing rights asset.

Other Non-Interest Income

In the third quarter of 2005, gains on sales of securities available for sale of $995 thousand were recognized on sales of $99.5 million of mortgage-backed securities, compared with gains on sales of securities available for sale of $3.7 million on sales of $216.3 million in mortgage-backed securities during the same 2004 period. Gains on sales of securities available for sale of $10.7 million were recognized on sales of $1 billion of mortgage-backed securities in the first nine months of 2005, compared with gains on sales of securities available for sale of $16.4 million on sales of $1.1 billion in mortgage-backed securities during the same 2004 period. During the third quarter of 2005, TCF sold a branch building and recognized a gain of $3.4 million. During the first quarter of 2005, TCF sold its main office facility in Ann Arbor, Michigan and recognized a gain of $5.5 million. TCF continues to occupy this office space under a short-term lease while it considers its relocation alternatives.

Consolidated Non-Interest Expense

Non-interest expense totaled $154 million for the third quarter of 2005, up 4.1%, from $147.9 million for the same 2004 period. For the first nine months of 2005, non-interest expense totaled $452.4 million, up 4.6%, from $432.5 million for the same 2004 period.

Compensation and Benefits

Compensation expense totaled $68.5 million and $204.2 million for the third quarter and first nine months of 2005, respectively, up from $66.8 million and $199.2 million for the same 2004 periods. The third quarter 2005 increase from 2004 was primarily due to a $1.1 million increase in salary expense related to new branches opened during the past 12 months and a $2.8 million increase in incentives, partially offset by a $2.6 million decrease for mortgage banking. Contributing to the increase for the first nine months of 2005 was a $3.3 million increase related to TCF’s continued new branch expansion. Employee benefits for the third quarter and first nine months of 2005 were $11.9 million and $39.6 million, respectively, up from $11.2 million and $37.3 million for the same 2004 periods. The increase for the third quarter and first nine months of 2005 compared with the same 2004 periods was primarily due to an increase of $789 thousand and $2.8 million, respectively, in retirement benefit expenses and payroll taxes, partially offset by a $556 thousand and $1.4 million decrease in healthcare plan expenses, respectively.

Occupancy and Equipment

Occupancy and equipment expense totaled $25.9 million and $76.1 million for the third quarter and first nine months of 2005, respectively, up $2.3 million and $5.5 million, respectively, from the same 2004 periods, primarily the result of costs associated with new branch expansion.

Advertising and Promotions

For the third quarter and first nine months of 2005, advertising and promotions expense decreased $799 thousand and $182 thousand, respectively, from the comparable 2004 periods, primarily due to reductions in promotions expenses in 2005.

Deposit Account Losses

Deposit account losses decreased $741 thousand and $2.8 million for the third quarter and first nine months of 2005, respectively, compared with the same 2004 periods, primarily due to lower uncollectable overdraft losses, partially offset by higher external fraud losses.

Deposit account losses include a variety of losses related to deposit taking activities including overdrafts, external fraud and forgery and other deposit processing losses. Deposit account losses also include restitution received from customers, net of any related outside collection agency fees. Overdrafts are considered temporary receivables to be collected as soon as possible. They are not considered extensions of credit, since TCF does not have an overdraft protection program, and they are not formally underwritten. Losses on uncollectible overdrafts are reported as deposit account losses in non-interest-expense within 60 days from the date of overdraft. Uncollectible deposit fees are reversed against deposit fees and service charges. In February 2005, the Office of the Comptroller of Currency and other banking regulatory agencies issued joint agency guidance on overdrafts and overdraft protection programs. The guidance primarily addresses concerns about marketing, disclosure and implementation of overdraft protection programs. TCF does not offer overdraft protection programs for which this guidance is primarily directed. However, TCF is implementing certain relevant best practices which are described in the joint agency guidance and is continuing to evaluate this guidance.

Other Non-Interest Expense

Other non-interest expense totaled $34.4 million for the third quarter of 2005 reflecting an increase of 9.4% from $31.4 million for the same 2004 period. Other non-interest expense totaled $98.7 million for the first nine months of 2005, reflecting an increase of 11.2% from $88.8 million for the same 2004 period. The increase in other non-interest expense for the third quarter of 2005 compared with the same 2004 period, was primarily due to increases in operating lease depreciation expense in the leasing businesses and increases in card processing and issuance expenses

related to the overall increase in card volumes. The increase for the first nine months of 2005 compared with the same 2004 period, was primarily due to increases in operating lease depreciation expense in the leasing businesses, card processing and issuance expenses related to the overall increase in card volumes and higher repossessed real estate expenses due to recoveries on property sales in the second quarter of 2004.

Income Taxes

TCF recorded income tax expense of $28.9 million and $88.6 million for the third quarter and first nine months of 2005, respectively, or 30.61% and 30.75%, respectively, of income before income tax expense, compared with $31.7 million and $96.4 million, or 33.93%, of income before income tax expense for the comparable 2004 periods. The lower effective income tax rate in the third quarter and first nine months of 2005, compared with the same 2004 periods was due to a reduction in the expected 2005 annual effective income tax rate related to the increased effect of permanent differences as a percentage of pre-tax income and lower state income taxes. Contributing to the lower effective income tax rate for the first nine months of 2005 compared with the same 2004 period was a $5.2 million adjustment recorded in the second quarter of 2005 primarily related to the clarification of existing tax laws.

TCF has a Real Estate Investment Trust (“REIT”) and a related foreign operating company (“FOC”) that acquire, hold and manage real estate loans and other assets. These companies are consolidated with TCF National Bank and are therefore included in the consolidated financial statements of TCF Financial Corporation. The REIT and related companies must meet specific provisions of the Internal Revenue Code (“IRC”) and state tax laws. If these companies fail to meet any of the required provisions of federal and state tax laws, TCF’s tax expense could increase. TCF’s FOC operates under laws in certain states (including Minnesota and Illinois) that allow deductions for income derived from FOCs. Use of these companies is and has been the subject of federal and state audits.

The determination of current and deferred income taxes is a critical accounting estimate which is based on complex analyses of many factors including interpretation of federal and state income tax laws, the differences between the tax and financial reporting bases of assets and liabilities (temporary differences), estimates of amounts due or owed such as the timing of reversal of temporary differences and current financial accounting standards. Additionally, there can be no assurances that estimates and interpretations used in determining income tax liabilities may not be challenged by federal and state taxing authorities. Actual results could differ significantly from the estimates and tax law interpretations used in determining the current and deferred income tax liabilities. In addition, under generally accepted accounting principles, deferred income tax assets and liabilities are recorded at the current prevailing federal and state income tax rates. If such rates change, deferred income tax assets and liabilities must be adjusted in the period of change through a charge or credit to income tax expense.

CONSOLIDATED FINANCIAL CONDITION ANALYSIS

Securities Available for Sale

The Company purchased $914.3 million and $1.2 billion of mortgage-backed securities during the first nine months of 2005 and 2004, respectively, to replace the prepayments of residential real estate loans and mortgage-backed securities. TCF sold $1 billion and $1.1 billion of mortgage-backed securities during the first nine months of 2005 and 2004, respectively. At September 30, 2005, the unrealized loss on TCF’s mortgage-backed securities available for sale portfolio was $21.3 million. TCF may, from time to time, sell additional mortgage-backed securities and utilize the proceeds to either reduce borrowings or to fund growth in loans and leases.

Loans and Leases

The following table sets forth information about loans and leases held in TCF’s portfolio, excluding loans held for sale:

	At			At
(Dollars in thousands)	September 30,			December 31,			Change
	2005			2004			$			%
Consumer home equity and other:
Home equity:
First mortgage lien	$	3,288,333		$	2,894,174		$	394,159		13.6	%
Junior lien	1,708,998			1,487,583			221,415			14.9
Total consumer home equity	4,997,331			4,381,757			615,574			14.0
Other	38,330			36,831			1,499			4.1
Total consumer home equity and other	5,035,661			4,418,588			617,073			14.0
Commercial:
Commercial real estate:
Permanent	2,038,208			1,958,377			79,831			4.1
Construction and development	202,861			196,019			6,842			3.5
Total commercial real estate	2,241,069			2,154,396			86,673			4.0
Commercial business	438,028			424,135			13,893			3.3
Total commercial	2,679,097			2,578,531			100,566			3.9

Leasing and equipment finance:
Equipment finance loans	351,347			334,352			16,995			5.1
Lease financings:
Direct financing leases	1,130,308			1,067,845			62,463			5.8
Sales-type leases	16,922			22,742			(5,820		)	(25.6	)
Lease residuals, excluding leveraged lease	33,492			35,163			(1,671		)	(4.8	)
Unearned income and deferred lease costs	(107,752		)	(103,516		)	4,236			4.1
Investment in leveraged lease	-			18,786			(18,786		)	(100.0	)
Total lease financings	1,072,970			1,041,020			31,950			3.1
Total leasing and equipment finance	1,424,317			1,375,372			48,945			3.6
Total consumer, commercial and leasing and equipment finance	9,139,075			8,372,491			766,584			9.2
Residential real estate	815,893			1,014,166			(198,273		)	(19.6	)
Total loans and leases	$	9,954,968		$	9,386,657		$	568,311		6.1

The following table sets forth information about loans and leases by state, excluding loans held for sale:

(Dollars in thousands)	At September 30, 2005
	Consumer				Leasing and
	Home Equity				Equipment		Residential
Geographic Distribution:	and Other		Commercial		Finance		Real Estate		Total
Minnesota	$	2,022,981	$	738,550	$	63,534	$	422,195	$	3,247,260
Illinois	1,403,321		520,106		49,284		127,661		2,100,372
Michigan	881,699		800,244		86,372		214,642		1,982,957
Wisconsin	460,272		397,479		36,785		23,849		918,385
Colorado	223,183		27,830		28,903		4,871		284,787
California	1,812		9,344		183,319		-		194,475
Florida	7,924		1,957		109,995		736		120,612
Ohio	4,114		44,540		59,023		4,649		112,326
Texas	399		2,663		94,499		1,048		98,609
Other	29,956		136,384		712,603		16,242		895,185
Total	$	5,035,661	$	2,679,097	$	1,424,317	$	815,893	$	9,954,968

At September 30, 2005, 46% of TCF’s consumer and commercial loans consist of variable-rate loans. The variable-rate consumer loans have their interest rates tied to the prime rate, while variable-rate commercial loans (consisting of commercial real estate and commercial business loans) may have their interest rates tied to either the prime rate or LIBOR. In addition, to the extent these loans have interest rate floors, a change in interest rates may not result in a change in the interest rate on the variable-rate loan. Substantially all leasing and equipment finance loans and leases have fixed rates. All residential real estate loans have fixed or adjustable rates.

The following table provides additional information relating to TCF’s consumer and commercial loan balances at September 30, 2005:

(Dollars in millions)	At September 30, 2005
	Consumer
	Home Equity
	and Other				Commercial (1)				Total
			% of				% of				% of
	Amount		Total		Amount		Total		Amount		Total
Variable-rate loans	$	2,279	45	%	$	1,262	47	%	$	3,541	46	%
Fixed-rate loans	2,757		55		440		16		3,197		41
Adjustable-rate loans (2)	-		-		977		37		977		13
Total	$	5,036	100	%	$	2,679	100	%	$	7,715	100	%

(1) Includes commercial real estate and commercial business loans.

(2) These loans reprice at periodic intervals, generally 3-5 years, at which time the fixed rate adjusts to a new rate based on a specified spread to the applicable U.S. Treasury rate.

Approximately 70% of the home equity loan portfolio at September 30, 2005 consisted of closed-end loans, compared with 66% at December 31, 2004. In addition, 45% of this portfolio at September 30, 2005 carries a variable interest rate tied to the prime rate, compared with 62% at December 31, 2004. At September 30, 2005, the weighted average loan-to-value ratio for the home equity portfolio was 75%, unchanged from December 31, 2004.

The following table sets forth additional information about the loan-to-value ratios for TCF’s home equity loan portfolio:

(Dollars in thousands)	At September 30, 2005						At December 31, 2004
					Over 30-Day						Over 30-Day
					Delinquency as						Delinquency as
			Percent		a Percentage				Percent		a Percentage
Loan-to-Value Ratios (1):	Balance		of Total		of Balance		Balance		of Total		of Balance
Over 100% (2)	$	28,883	.6	%	2.36	%	$	32,825	.7	%	3.02	%
Over 90% to 100%	586,575		11.7		.22		449,291		10.3		.38
Over 80% to 90%	1,849,988		37.0		.31		1,750,531		39.9		.32
80% or less	2,531,885		50.7		.37		2,149,110		49.1		.32
Total	$	4,997,331	100.0	%	.34		$	4,381,757	100.0	%	.35

(1) Loan-to-value is based on the loan amount (current outstanding balance on closed-end loans and the total commitment on lines of credit) plus deferred loan origination costs net of fees, plus the amount of senior liens, if any. Property values represent the most recent market value or property tax assessment value known to TCF.

(2) Amount reflects the total outstanding loan balance. The portion of the loan balance in excess of 100% of the property value is substantially less than the amount included above.

The following table summarizes TCF’s commercial real estate loan portfolio by property type:

(Dollars in thousands)	At September 30, 2005						At December 31, 2004
			Construction						Construction
			and						and
	Permanent		Development		Total		Permanent		Development		Total
Apartments	$	520,761	$	17,070	$	537,831	$	524,253	$	2,795	$	527,048
Retail services	452,832		28,857		481,689		382,068		28,142		410,210
Office buildings	368,646		38,665		407,311		420,874		35,865		456,739
Warehouse/industrial buildings	264,283		2,864		267,147		258,561		1,729		260,290
Hotel and motels	107,696		15,430		123,126		122,236		15,700		137,936
Health care facilities	53,093		1,354		54,447		44,344		9,308		53,652
Other	270,897		98,621		369,518		206,041		102,480		308,521
Total	$	2,038,208	$	202,861	$	2,241,069	$	1,958,377	$	196,019	$	2,154,396

TCF continues to expand its commercial real estate and commercial business lending activity to borrowers located in its primary midwestern markets. With a focus on secured lending, approximately 99% of TCF’s commercial real estate and commercial business loans at September 30, 2005 were secured either by real estate properties or underlying business assets. At September 30, 2005, approximately 94% of TCF’s commercial real estate loans outstanding were secured by properties located in its primary markets.

The following tables summarize TCF’s leasing and equipment finance portfolio by marketing segment and by equipment type:

(Dollars in thousands)	At September 30, 2005						At December 31, 2004
					Over 30-Day						Over 30-Day
					Delinquency as						Delinquency as
			Percent		a Percentage				Percent		a Percentage
Marketing Segment	Balance		of Total		of Balance		Balance		of Total		of Balance
Middle market (1)	$	814,483	57.2	%	.33	%	$	747,964	54.4	%	.51	%
Small ticket (2)	289,155		20.3		.36		258,094		18.8		.75
Winthrop (3)	206,950		14.5		.78		200,819		14.6		1.10
Wholesale (4)	74,229		5.2		-		83,913		6.1		-
Other	39,500		2.8		.96		84,582		6.1		1.68
Total	$	1,424,317	100.0	%	.40		$	1,375,372	100.0	%	.67

(1) Middle market consists primarily of loan and lease financing of construction and manufacturing equipment and specialty vehicles.

(2) Small ticket includes loan and lease financings to small- and mid-size companies through programs with vendors, manufacturers, distributors, buying groups, and franchise organizations. Transaction sizes generally range from $25 thousand to $250 thousand.

(3) Winthrop’s portfolio consists primarily of technology and data processing equipment.

(4) Wholesale includes the discounting of lease receivables sourced by third party lessors.

(Dollars in thousands)	At September 30, 2005				At December 31, 2004
			Percent				Percent
Equipment Type	Balance		of Total		Balance		of Total
Manufacturing	$	261,379	18.4	%	$	251,157	18.2	%
Specialty vehicles	241,915		17.0		236,582		17.2
Technology and data processing	219,969		15.4		229,160		16.7
Construction	216,248		15.2		182,612		13.3
Medical	185,807		13.0		157,745		11.5
Trucks and trailers	61,225		4.3		74,870		5.4
Furniture and fixtures	55,706		3.9		51,192		3.7
Printing	53,447		3.8		45,394		3.3
Material handling	36,066		2.5		33,810		2.5
Aircraft	1,448		0.1		22,556		1.6
Other	91,107		6.4		90,294		6.6
Total	$	1,424,317	100.0	%	$	1,375,372	100.0	%

Total loan and lease originations for TCF’s leasing businesses were $574.8 million for the first nine months of 2005, compared with $498.9 million for the same 2004 period. The backlog of approved transactions was $248 million at September 30, 2005, up from $195.3 million at December 31, 2004. TCF’s leasing activity is subject to risk of cyclical downturns and other adverse economic developments. TCF’s ability to increase its lease portfolio is dependent upon its ability to place new equipment in service. In an adverse economic environment, there may be a decline in the demand for some types of equipment which TCF leases, resulting in a decline in the amount of new equipment being placed into service as well as a decline in equipment values for equipment previously placed in service.

Allowance for Loan and Lease Losses

Credit risk is the risk of loss from a customer default on a loan or lease. TCF has in place a process to identify and manage its credit risk. The process includes initial credit review and approval, periodic monitoring to measure compliance with credit agreements and internal credit policies, monitoring changes in the risk ratings of loans and leases, identification of problem loans and leases and procedures for the collection of problem loans and leases. The risk of loss is difficult to quantify and is subject to fluctuations in collateral values, general economic conditions and other factors. The determination of the allowance for loan and lease losses is a critical accounting policy which involves management’s judgment on a number of factors such as net charge-offs, delinquencies in the loan and lease portfolio, general economic conditions and management’s assessment of credit risk in the current loan and lease portfolio. The Company considers the allowance for loan and lease losses of $59 million appropriate to cover losses inherent in the loan and lease portfolios as of September 30, 2005. However, no assurance can be given that TCF will not, in any particular period, sustain loan and lease losses that are sizable in relation to the amount reserved, or that subsequent evaluations of the loan and lease portfolio, in light of factors then prevailing, including economic conditions and TCF’s on-going credit review process, will not require significant changes in the allowance for loan and lease losses. Among other factors, a protracted economic slowdown and/or a decline in commercial or residential real estate values in TCF’s markets may have an adverse impact on the adequacy of the allowance for loan and lease losses by increasing credit risk and the risk of potential loss. See “Forward-Looking Information.”

The next several pages include detailed information regarding TCF’s allowance for loan and lease losses, net charge-offs, non-performing assets, past due loans and leases and potential problem loans and leases. Included in this data are numerous portfolio ratios that must be carefully reviewed and related to the nature of the underlying loans and lease portfolios before appropriate conclusions can be reached regarding TCF or for purposes of making comparisons to other companies. Most of TCF’s non-performing assets and past due loans are secured by residential 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.

The following table sets forth information detailing the allowance for loan and lease losses and selected key indicators:

(Dollars in thousands)	At or For the Three Months Ended September 30,						At or For the Nine Months Ended September 30,
	2005			2004			2005			2004
Balance at beginning of period	$	76,406		$	80,025		$	79,878		$	76,619
Charge-offs	(21,378		)	(4,662		)	(27,154		)	(10,179		)
Recoveries	594			969			4,907			3,871
Net charge-offs	(20,784		)	(3,693		)	(22,247		)	(6,308		)
Provision charged to operations	3,394			2,644			1,385			6,874
Acquired allowance	-			-			-			1,791
Balance at end of period	$	59,016		$	78,976		$	59,016		$	78,976
Key Indicators:
Annualized net charge-offs as a percentage of average loans and leases (1)	.85		%	.17		%	.31		%	.10		%

Period end allowance as a multiple of annualized net charge-offs (2)	.7X			5.3X			2.0X			9.4X

Income before income taxes and provision for loan losses as a multiple of net charge-offs	4.7X			26.0X			13.0X			46.1X

(1) For the three months ended September 30, 2005, net charge-offs excluding the leveraged lease were $2 million, or .08% (annualized) of average loans and leases. For the nine months ended September 30, 2005, net charge-offs excluding the leveraged lease were $3.5 million, or .05% (annualized) of average loans and leases.

(2) For the three months ended September 30, 2005, period end allowance as a multiple of annualized net charge-offs excluding the leveraged lease was 7.4X. For the nine months ended September 30, 2005, period end allowance as a multiple of annualized net charge-offs excluding the leveraged lease was 12.8X.

TCF’s methodologies for determining and allocating the allowance for loan and lease losses focus on ongoing reviews of larger individual loans and leases, historical net charge-offs, the level of impaired and non-performing assets, the overall risk characteristics of the portfolios, changes in character or size of the portfolios, geographic location, prevailing economic conditions and other relevant factors. The various factors used in the methodologies are reviewed on a periodic basis. The total allowance for loan and lease losses is generally available to absorb losses from any segment of the portfolio. The allocation of TCF’s allowance for loan and lease losses is disclosed in the following table and is subject to change based on the changes in criteria used to evaluate the allowance and is not necessarily indicative of the trend of future losses in any particular portfolio.

In the second quarter of 2005, TCF refined its allowance for loan and lease losses allocation methodology resulting in an allocation of the entire allowance for loan and lease losses to the individual loan and lease portfolios. This change resulted in the allocation of the previous unallocated portion of the allowance for loan and lease losses.

	At September 30, 2005						At December 31, 2004
	Allowance for				Allowance		Allowance for				Allowance
(Dollars in thousands)	Loan and		Total Loans		as a % of		Loan and		Total Loans		as a % of
	Lease Losses		and Leases		Balance		Lease Losses		and Leases		Balance
Consumer home equity and other	$	16,346	$	5,035,661	.32	%	$	9,939	$	4,418,588	.22	%
Commercial real estate	20,745		2,241,069		.93		20,742		2,154,396		.96
Commercial business	6,859		438,028		1.57		7,696		424,135		1.81
Leasing and equipment finance	14,445		1,424,317		1.01		24,566		1,375,372		1.79
Residential real estate	621		815,893		.08		796		1,014,166		.08
Unallocated	-		-		-		16,139		-		N.A.
Total	$	59,016	$	9,954,968	.59		$	79,878	$	9,386,657	.85

N.A. Not applicable.

The following table sets forth additional information regarding net charge-offs:

	Three Months Ended September 30,								Nine Months Ended September 30,
	2005				2004				2005					2004
	Net		% of Average		Net		% of Average		Net			% of Average		Net		% of Average
(Dollars in thousands)	Charge-offs		Loans and		Charge-offs		Loans and		Charge-offs			Loans and		Charge-offs		Loans and
	(Recoveries)		Leases (1)		(Recoveries)		Leases (1)		(Recoveries)			Leases (1)		(Recoveries)		Leases (1)

Consumer home equity and other	$	886	.07	%	$	1,133	.11	%	$	3,211		.09	%	$	2,426	.08	%
Commercial real estate	34		.01		526		.10		68			-		478		.03
Commercial business	140		.13		30		.03		(2,330		)	(.73	)	87		.03
Leasing and equipment finance (2)	19,690		5.51		1,999		.61		21,217			2.01		3,271		.34
Residential real estate	34		.02		5		-		81			.01		46		.01
Total	$	20,784	.85		$	3,693	.17		$	22,247		.31		$	6,308	.10

(1) Annualized.

(2) For the three months ended September 30, 2005, leasing and equipment finance net charge-offs excluding the leveraged lease were $904 thousand, or .25% (annualized) of average loans and leases. For the nine months ended September 30, 2005, leasing and equipment finance net charge-offs excluding the leaveraged lease were $2.4 million, or .23% (annualized) of average loans and leases.

Non-Performing Assets

Non-performing assets consist of non-accrual loans and leases and other real estate owned. Approximately 76% of non-performing assets at September 30, 2005 consisted of, or were secured by, real estate.

Non-performing assets are summarized in the following table:

	At			At
(Dollars in thousands)	September 30,			December 31,			$
	2005			2004			Change
Non-accrual loans and leases:
Consumer home equity and other	$	9,849		$	12,187		$	(2,338	)
Commercial real estate	188			1,093			(905		)
Commercial business	2,328			4,533			(2,205		)
Leasing and equipment finance	6,808			25,678			(18,870		)
Residential real estate	2,515			3,387			(872		)
Total non-accrual loans and leases	21,688			46,878			(25,190		)
Other real estate owned:
Residential	13,919			11,726			2,193
Commercial	2,886			5,465			(2,579		)
Total other real estate owned	16,805			17,191			(386		)
Total non-performing assets	$	38,493		$	64,069		$	(25,576	)
Non-performing assets as a percentage of:
Net loans and leases	.39		%	.69		%	(30		)bps
Total assets	.30		%	.52		%	(22		)

The decrease in non-performing assets from December 31, 2004 to September 30, 2005, was primarily due to the $18.8 million charge-off of the leveraged lease. Included in non-performing assets are loans that are considered impaired. Impaired loans totaled $4.4 million at September 30, 2005, compared with $8.1 million at December 31, 2004. The related allowance for credit losses was $1.9 million at September 30, 2005, compared with $3.7 million at December 31, 2004. All of the impaired loans were on non-accrual status. There were no impaired loans at September 30, 2005 or December 31, 2004 which did not have a related allowance for loan losses. Average impaired loans during the three months ended September 30, 2005 were $4.5 million, compared with $8.3 million during the three months ended December 31, 2004.

Past Due Loans and Leases

The following table sets forth information regarding TCF’s delinquent loan and lease portfolio, excluding loans held for sale and non-accrual loans and leases. TCF’s delinquency rates are determined using the contractual method.

	At September 30, 2005				At December 31, 2004
	Principal		Percentage of		Principal		Percentage of
(Dollars in thousands)	Balances		Loans and Leases		Balances		Loans and Leases

Accruing loans and leases delinquent for:
30-59 days	$	17,710	.18	%	$	20,776	.23	%
60-89 days	8,297		.08		8,659		.09
90 days or more	5,011		.05		4,950		.05
Total	$	31,018	.31	%	$	34,385	.37	%

The following table summarizes TCF’s over 30-day delinquent loan and lease portfolio by loan type:

	At September 30, 2005				At December 31, 2004
	Principal		Percentage of		Principal		Percentage of
(Dollars in thousands)	Balances		Portfolio		Balances		Portfolio

Consumer home equity and other	$	17,351	.35	%	$	15,436	.35	%
Commercial real estate	36		-		32		-
Commercial business	370		.08		404		.10
Leasing and equipment finance	5,651		.40		8,997		.67
Residential real estate	7,610		.94		9,516		.94
Total	$	31,018	.31		$	34,385	.37

Potential Problem Loans and Leases

In addition to the non-performing assets, there were $51.4 million of loans and leases at September 30, 2005, for which management has concerns regarding the ability of the borrowers to meet existing repayment terms, compared with $71.1 million at December 31, 2004. These loans and leases are primarily classified for regulatory purposes as substandard and reflect the distinct possibility, but not probability, that the Company will not be able to collect all amounts due according to the contractual terms of the loan or lease agreement. Although these loans and leases have been identified as potential problem loans and leases, they may never become non-performing. Additionally, these loans and leases are generally secured by commercial real estate or assets, thus reducing the potential for loss should they become non-performing.

Potential problem loans and leases are summarized as follows:

	At September 30,		At December 31,		Change
(Dollars in thousands)	2005		2004		$			%

Commercial real estate	$	28,228	$	34,138	$	(5,910	)	(17.3	)%
Commercial business	13,367		18,112		(4,745		)	(26.2	)
Leasing and equipment finance	9,850		18,816		(8,966		)	(47.7	)
Total	$	51,445	$	71,066	$	(19,621	)	(27.6	)

Leasing and equipment finance potential problem loans and leases include $25 thousand and $1.2 million funded on a non-recourse basis at September 30, 2005 and December 31, 2004, respectively.

Deposits

Deposits totaled $8.9 billion at September 30, 2005, up $896.1 million from December 31, 2004. At September 30, 2005, checking, savings and money market deposits totaled $7 billion, up $498.3 million from December 31, 2004, and comprised 78.9% of total deposits at September 30, 2005, compared with 81.6% of total deposits at December

31, 2004. Checking, savings and money market deposits are an important source of low cost funds and fee income for TCF. At September 30, 2005, certificates of deposit increased $397.8 million from December 31, 2004. Certificates of deposit greater than $100,000 were $475.9 million as of September 30, 2005, up $223.2 million from $252.7 million as of December 31, 2004. TCF’s weighted-average rate for deposits, including non-interest-bearing deposits, was 1.38% at September 30, 2005, up from .69% at December 31, 2004, primarily reflecting increases in premier checking and premier savings average balances and overall increases in interest rates.

New Branch Expansion

Key to TCF’s growth is its continued investment in new branch expansion. New branches are an important source of new customers in both deposit products and consumer lending products. While supermarket branches continue to play an important role in TCF’s expansion strategy, the opportunity to add new supermarket branches within TCF’s markets has slowed. Therefore, TCF will continue new branch expansion by opening more traditional branches. Although traditional branches require a higher initial investment than supermarket branches, they ultimately attract more customers and become more profitable. During the third quarter of 2005, TCF opened eight new branches, consisting of five traditional branches, two supermarket branches and one campus branch. TCF now has 140 new branches opened since January 1, 2000. TCF plans to open 13 new branches in the fourth quarter of 2005, consisting of nine traditional branches, three supermarket branches and one campus branch.

Additional information regarding the results of TCF’s new branches opened since January 1, 2000 is displayed in the table below:

(Dollars in thousands)	At September 30,						Increase		%
	2005			2004			(Decrease)		Change
Number of new branches*
Traditional	62			45			17		37.8	%
Supermarket	76			68			8		11.8
Campus	2			-			2		-
Total	140			113			27		23.9
Percentage of total branches	32		%	27		%

Number of checking accounts	256,452			194,686			61,766		31.7
Deposits:
Checking	$	405,347		$	294,444		$	110,903	37.7
Savings	286,771			143,178			143,593		100.3
Money market	28,093			20,818			7,275		34.9
Subtotal	720,211			458,440			261,771		57.1
Certificates of deposits	262,369			55,735			206,634		N.M.
Total deposits	$	982,580		$	514,175		$	468,405	91.1

Total deposit fees and other revenue (quarter-to-date)	$	18,508		$	14,010		$	4,498	32.1

* New branches opened since January 1, 2000, excluding those branches which have subsequently closed.

N.M. Not Meaningful

Borrowings

Borrowings totaled $2.6 billion at September 30, 2005, down $472 million from December 31, 2004. Borrowings decreased primarily due to the overall increase in deposits exceeding the growth in assets. The weighted-average rate on borrowings increased to 4.47% at September 30, 2005, from 3.37% at December 31, 2004, primarily due to the impact of rising short-term interest rates. Included in long-term borrowings at September 30, 2005, are $425.5 million of fixed-rate Federal Home Loan Bank (“FHLB”) advances, which are callable quarterly at par until maturity. If the FHLB advances are called, replacement funding will be provided by the FHLB at the then-prevailing market rate of interest for the remaining term-to-maturity, subject to standard terms and conditions. During the third quarter of 2005, TCF extended $100 million of repurchase agreements for 10 years at a fixed-rate of interest of 4.02%, which are callable after five years. Also during the third quarter of 2005, TCF extended $200 million of repurchase agreements for 10 years at a fixed-rate of interest of 3.83%, which are callable quarterly after three years.

TCF borrows from the FHLB of Des Moines, one of 12 FHLBs. Federal Housing Finance Board (“Finance Board”, primary regulator of FHLBs) regulations require FHLBs to have an effective registration statement filed with the Securities and Exchange Commission by August 29, 2005. On August 17, 2005 the FHLB of Des Moines announced that its board of directors had established an Internal Review Committee to review certain matters related to operations and internal controls which were raised from its examination by the Finance Board. The FHLB of Des Moines announced on August 29, 2005 that it would not meet the August 29, 2005, deadline due to certain identified accounting matters. Nine other FHLBs were also unable to meet this deadline.

TCF Financial Corporation (parent company only) has a $105 million line of credit maturing in April 2006, which is unsecured and contains certain covenants common to such agreements. TCF is not in default with respect to any of its covenants under the credit agreement. The interest rate on the line of credit is based on either the prime rate or LIBOR. TCF has the option to select the interest rate index and term for advances on the line of credit. The line of credit may be used for appropriate corporate purposes. At September 30, 2005, TCF had $10 million outstanding on this bank line of credit at an average rate of 4.65%, compared with $14 million outstanding at December 31, 2004 at an average rate of 3.18%.

Contractual Obligations And Commitments

TCF has certain obligations and commitments to make future payments under contracts. At September 30, 2005, the aggregate contractual obligations (excluding bank deposits) and commitments are as follows:

(Dollars in thousands)	Payments Due by Period
			Less than		1-3		4-5		After 5
Contractual Obligations	Total		1 year		Years		Years		Years
Total borrowings	$	2,632,623	$	1,458,777	$	626,343	$	123,820	$	423,683
Annual rental commitments under non-cancelable operating leases	181,834		27,022		40,004		32,659		82,149
Campus marketing agreements	51,110		1,284		2,582		5,037		42,207
Construction contracts and land purchase commitments for future branch sites	14,302		14,302		-		-		-
	$	2,879,869	$	1,501,385	$	668,929	$	161,516	$	548,039

	Amount of Commitment - Expiration by Period
			Less than		1-3		4-5		After 5
Commitments	Total		1 year		Years		Years		Years
Commitments to lend:
Consumer home equity and other	$	1,740,317	$	8,597	$	15,198	$	34,472	$	1,682,050
Commercial	765,965		483,219		213,900		59,386		9,460
Leasing and equipment finance	76,614		76,614		-		-		-
Other	69,200		69,200		-		-		-
Total commitments to lend	2,652,096		637,630		229,098		93,858		1,691,510
Loans serviced with recourse	74,366		1,565		3,422		3,294		66,085
Standby letters of credit and guarantees on industrial revenue bonds	80,295		42,289		18,635		19,371		-
	$	2,806,757	$	681,484	$	251,155	$	116,523	$	1,757,595

Commitments to lend are agreements to lend to a customer 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 certain of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Collateral predominantly consists of residential and commercial real estate.

Campus marketing agreements consist of fixed or minimum obligations for exclusive marketing and naming rights with 11 campuses. TCF is obligated to make various annual payments for these rights in the form of royalties and scholarships through 2023. TCF also has various renewal options which may extend the terms of these agreements. On April 21, 2005, TCF’s Board of Directors and the University of Minnesota Board of Regents ratified contracts for TCF’s sponsorship of a new on-campus football stadium to be called “TCF Bank Stadium” and an extension of TCF’s sponsorship of the U Card. The U Card serves as a key for access to a variety of university services. TCF also sponsors similar cards for other campuses. These obligations are included in the table above. The naming rights agreement with the University of Minnesota is dependent upon several factors, including receipt of necessary state and private funding and completion of stadium construction. Campus marketing agreements are an important element of TCF’s campus banking strategy.

Loans serviced with recourse represent a contingent guarantee based upon the failure to perform by another party. These loans consist of $72.7 million of Veterans Administration (“VA”) loans and $1.7 million of loans sold with recourse to the Federal National Mortgage Association (“FNMA”). As is typical of a servicer of VA loans, TCF must cover any principal loss in excess of the VA’s guarantee if the VA elects its “no-bid” option upon the foreclosure of a loan. Since conditions under which TCF would be required either to cover any principal loss in excess of the VA’s guarantee may not materialize, the actual cash requirements are expected to be significantly less than the amount provided in the table above.

Standby letters of credit and guarantees on industrial revenue bonds are conditional commitments issued by TCF guaranteeing the performance of a customer to a third party. These conditional commitments expire in various years through 2034. Since the conditions under which TCF is required to fund these commitments may not materialize, the cash requirements are expected to be less than the total outstanding commitments. Collateral held on these commitments primarily consists of commercial real estate mortgages.

Stockholders’ Equity

Stockholders’ equity at September 30, 2005 was $967.1 million, or 7.59% of total assets, compared with $958.4 million, or 7.77% of total assets, at December 31, 2004. For the first nine months of 2005, average total equity to average assets was 7.45%, compared with 7.94% for the year ended December 31, 2004. TCF repurchased 3,450,000 shares of its common stock during the first nine months of 2005 at an average cost of $27.10 per share. At September 30, 2005, TCF had 6,728,307 shares remaining in its stock repurchase programs authorized by its Board of Directors. On October 17, 2005, TCF declared a regular quarterly dividend of 21.25 cents per common share, payable on November 30, 2005, to shareholders of record as of October 28, 2005.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Market Risk – Interest-Rate Risk

TCF’s results of operations are dependent to a large degree on its net interest income and its ability to manage interest rate risk. Although TCF manages other risks, such as credit and liquidity risk, in the normal course of its business, the Company considers interest rate risk to be its most significant market risk. Since TCF does not hold a trading portfolio, the Company is not exposed to market risk from trading activities. The mismatch between maturities, interest rate sensitivities and prepayment characteristics of assets and liabilities results in interest rate risk. TCF, like most financial institutions, has material interest rate risk exposure to changes in both short-term and long-term interest rates as well as variable interest rate indices (e.g., the prime rate).

TCF’s Asset/Liability Committee manages TCF’s interest-rate risk based on interest rate expectations and other factors. The principal objective of TCF’s asset/liability management activities is to provide maximum levels of net interest income while maintaining acceptable levels of interest rate risk and liquidity risk and facilitating the funding needs of the Company.

TCF utilizes net interest income simulation models to estimate the near-term effects (next twelve months) of changing interest rates on its net interest income, relative to a base case scenario. Net interest income simulation involves forecasting under a variety of scenarios, including the level of interest rates, the shape of the yield curve, and spreads between market interest rates. At September 30, 2005, net interest income is estimated to increase by .7%, compared with the base case scenario, over the next twelve months if interest rates were to sustain an immediate increase of 100 basis points. In the event interest rates were to decline by 100 basis points, net interest income is estimated to decrease by 1.3%, compared with the base case scenario, over the next twelve months.

Management exercises its best judgment in making assumptions regarding loan prepayments, early deposit withdrawals, and other non-controllable events in estimating TCF’s exposure to changes in interest rates. These assumptions are inherently uncertain and, as a result, the simulation models cannot precisely estimate net interest income or precisely predict the impact of a change in interest rates on net interest income. Actual results will differ from simulated results due to the timing, magnitude and frequency of interest rate changes and changes in market conditions and management strategies, among other factors.

In addition to the net interest income simulation model, management also utilizes an interest rate gap measure (difference between interest-earning assets and interest-bearing liabilities repricing within a given period). While the interest rate gap measurement has some limitations, including no assumptions regarding future asset or liability production and a static interest rate assumption (large quarterly changes may occur related to these items), the interest rate gap represents the net asset or liability sensitivity at a point in time.

TCF’s one-year interest rate gap was a positive $234.1 million, or 1.8% of total assets at September 30, 2005, compared with a positive $585.3 million, or 4.7% of total assets at December 31, 2004. A positive interest rate gap position exists when the amount of interest-earning assets maturing or repricing, including assumed prepayments, within a particular time period exceeds the amount of interest-bearing liabilities maturing or repricing. The decrease in the gap position compared with December 31, 2004 was primarily due to an increase in consumer fixed-rate loans and a shift of $200 million of debt, with a January 2006 maturity, from long-term to short-term, partially offset by a decrease in treasury assets and the extension of $500 million of borrowings, $300 million in the third quarter and $200 million in the first quarter.

Since December 31, 2004, short-term interest rates have increased approximately 150 basis points, while long-term rates have remained relatively constant. This flattening of the yield curve has resulted in a change in TCF consumer loan customer preference toward fixed-rate loans versus variable, including both new loan originations and refinancing of existing variable-rate loans to fixed rate. As a result, fixed-rate consumer loans have increased and variable rate loans have decreased. Therefore, the Asset/Liability committee extended $300 million of borrowings in the third quarter of 2005, in addition to the $200 million of borrowings extended in the first quarter of 2005. An increase in long-term interest rates would likely have a favorable impact on TCF’s net interest income, but may be partially diminished by an adverse impact on TCF’s deposit account balances, if customers transfer some of their funds to higher interest rate deposit products or other investments, resulting in an increase in the total cost of funds for TCF.

TCF believes this relatively balanced interest rate gap position to be warranted. Current rates are still below historical averages, and there may be a greater possibility over time of higher interest rates versus lower interest rates. If interest rates remain at current levels, TCF could experience continued compression of its net interest income due primarily to the ongoing shift of higher yielding variable-rate loans to lower yielding fixed-rate loans and lower-cost deposits to higher-cost deposits. If interest rates fall, TCF could experience an increase in prepayments of fixed-rate mortgage-backed securities, residential real estate loans, consumer loans and commercial real estate loans, causing further compression of its net interest income.

The one-year interest rate gap could be significantly affected by external factors such as prepayments, other than those assumed in the net interest income simulation and interest rate gap models, early withdrawals of deposits, changes in the correlation of various interest-bearing instruments, competition, a general rise or decline in interest rates, and the possibility that TCF’s counterparties will exercise their option to call certain of TCF’s longer-term callable borrowings. Decisions by management to purchase or sell assets or to retire debt could change the maturity/repricing and spread relationships. In addition, TCF’s interest-rate risk may increase during periods of rising interest rates due to slower prepayments on fixed-rate loans and mortgage-backed securities.

TCF estimates that an immediate 100 basis point increase in current mortgage loan interest rates would reduce prepayments on the $4.7 billion of fixed-rate mortgage-backed securities, residential real estate loans and consumer loans at September 30, 2005, by approximately $324 million, or 36.5%, in the first year. A slowing in prepayments would increase the estimated life of the portfolios and may adversely impact net interest income or net interest margin in the future.

Recent Accounting Developments

In May 2005, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard (SFAS) No. 154, Accounting Changes and Error Corrections. This Statement replaces APB Opinion No. 20, Accounting Changes, and FASB Statement No. 3, Reporting Accounting Changes in Interim Financial Statements. SFAS 154 carries forward the guidance contained in Opinion 20 for reporting the correction of an error in previously issued financial statements and a change in accounting estimate. However, SFAS 154 changes the requirements for the accounting and reporting of a change in accounting principle. Under this Statement, every voluntary change in accounting principle requires retrospective application to prior periods’ financial statements, unless it is impracticable. It also applies to changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions. When a pronouncement includes specific transition provisions, those provisions should be followed. This Statement is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005, although earlier application is permitted for changes and corrections made in fiscal years beginning after June 1, 2005. TCF expects no significant effect on TCF financial statements as a result of the adoption of this statement.

In December 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard No. 123R, Share-Based Payment which revised SFAS No. 123, Accounting for Stock-Based Compensation. This Statement supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees, and related implementation guidance and amends SFAS No. 95, Statement of Cash Flows. It requires that all stock-based compensation now be measured at fair value and recognized as expense in the income statement. This Statement also clarifies and expands guidance on measuring fair value of stock compensation, requires estimation of forfeitures when determining expense, and requires that excess tax benefits be shown as financing cash inflows versus a reduction of taxes paid in the Statement of Cash Flows. Various other changes are also required. This Statement is effective beginning January 1, 2006, for TCF as a result of recent SEC actions. TCF adopted the recognition provisions of SFAS 123 in January 2000. TCF expects no significant effect on TCF financial statements as a result of the adoption of this Statement.

Earnings Teleconference and Website Information

TCF hosts quarterly conference calls to discuss its financial results. Additional information regarding TCF’s conference calls can be obtained from the investor relations section within TCF’s website at www.TCFExpress.com or by contacting TCF’s Corporate Communications Department at (952) 745-2760. The website also includes free access to company news releases, TCF’s annual report, quarterly reports, investor presentations and Securities and Exchange Commission (“SEC”) filings. Replays of prior quarterly conference calls discussing financial results may also be accessed at the investor relations section within TCF’s website.

Legislative, Legal and Regulatory Developments

Federal and state legislation imposes numerous legal and regulatory requirements on financial institutions. Future legislative or regulatory change, or changes in enforcement practices or court rulings, may have a dramatic and potentially adverse impact on TCF and its bank and other subsidiaries.

The Federal Deposit Insurance Corporation (“FDIC”) and members of the United States Congress have proposed new legislation that would reform the bank deposit insurance system. This reform could merge the Bank Insurance Fund (“BIF”) and Savings Association Insurance Fund (“SAIF”), increase the deposit insurance coverage limits and index future coverage limitations, among other changes. Most significantly, reform proposals could allow the FDIC to raise or lower (within certain limits) the currently mandated designated reserve ratio of 1.25% ($1.25 against $100 of insured deposits), and require certain changes in the calculation methodology. Although it is too early to predict the ultimate impact of such proposals, they could, if adopted, result in the imposition of additional deposit insurance premium costs on TCF.

Forward-Looking Information

This quarterly report on Form 10-Q and other reports issued by the Company, including reports filed with the SEC, may contain “forward-looking” statements that deal with future results, plans or performance. In addition, TCF’s management may make such statements orally to the media, or to securities analysts, investors or others. Forward-looking statements deal with matters that do not relate strictly to historical facts. TCF’s future results may differ materially from historical performance and forward-looking statements about TCF’s expected financial results or other plans are subject to a number of risks and uncertainties. These include but are not limited to possible legislative changes and adverse economic, business and competitive developments such as shrinking interest margins; deposit outflows; an inability to increase the number of checking accounts and the possibility that deposit account losses (fraudulent checks, etc.) may increase; reduced demand for financial services and loan and lease products; adverse developments affecting TCF’s supermarket banking relationships or any of the supermarket chains in which TCF maintains supermarket branches; changes in accounting standards or interpretations of existing standards or monetary, fiscal or tax policies of the federal or state governments; adverse findings in tax audits or regulatory examinations; changes in credit and other risks posed by TCF’s loan, lease and investment portfolios, including declines in commercial or residential real estate values; imposition of vicarious liability on TCF as lessor in its leasing operations; denial of insurance coverage for claims made by TCF; technological, computer-related or operational difficulties; adverse changes in securities markets; the risk that TCF could be unable to effectively manage the volatility of its mortgage servicing portfolio, which could adversely affect earnings; and results of litigation, including reductions in card revenues resulting from litigation brought by various merchants or merchant organizations against Visa; or other significant uncertainties. Investors should consult TCF’s Annual Report to Shareholders and reports on Forms 10-K, 10-Q and 8-K for additional important information about the Company.

Item 4. Controls and Procedures

The Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer, Chief Financial Officer (Principal Financial Officer) and its Controller and Assistant Treasurer (Principal Accounting Officer), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934 (“Exchange Act”). Based upon that evaluation, management concluded that the Company’s disclosure controls and procedures are effective, as of September 30, 2005. Also, there were no significant changes in the Company’s disclosure controls or internal controls over financial reporting during the third quarter of 2005.

Disclosure controls and procedures are designed to ensure information required to be disclosed in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to the Company’s management, including the Chief Executive Officer, the Chief Financial Officer (Principal Financial Officer) and the Controller and Assistant Treasurer (Principal Accounting Officer), as appropriate, to allow timely decisions regarding required disclosure. Disclosure controls 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.

Any control system, 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 evaluation of a cost-effective system of controls can provide absolute assurance that all control issues and instances of fraud, if any, will be detected.

TCF FINANCIAL CORPORATION AND SUBSIDIARIES

Supplementary Information

SELECTED QUARTERLY FINANCIAL DATA (Unaudited)

(Dollars in thousands,	At Sept. 30,			At June 30,			At March 31,			At Dec. 31,			At Sept. 30,
except per-share data)	2005			2005			2005			2004			2004
SELECTED FINANCIAL CONDITION DATA:
Securities available for sale	$	1,318,787		$	1,406,575		$	1,785,520		$	1,619,941		$	1,330,708
Residential real estate loans	815,893			884,141			950,469			1,014,166			1,047,079
Subtotal	2,134,680			2,290,716			2,735,989			2,634,107			2,377,787
Loans and leases excluding residential real estate loans	9,139,075			8,878,581			8,602,109			8,372,491			8,025,804
Goodwill	152,599			152,599			152,599			152,599			152,599
Mortgage servicing rights	37,420			39,936			43,501			46,442			51,474
Total assets	12,737,089			12,607,216			12,733,208			12,340,567			11,997,949

Checking, savings and money market deposits	6,991,843			6,695,484			6,709,527			6,493,545			6,323,659
Certificates of deposit	1,866,425			1,728,842			1,685,486			1,468,650			1,471,164
Total deposits	8,858,268			8,424,326			8,395,013			7,962,195			7,794,823
Short-tem borrowings	1,084,933			1,045,582			878,390			1,056,111			845,499
Long-term borrowings	1,547,690			1,899,047			2,098,878			2,048,492			2,057,608
Stockholders’ equity	967,069			954,557			926,343			958,418			965,266

	Three Months Ended
	Sept. 30,			June 30,			March 31,			Dec. 31,			Sept. 30,
	2005			2005			2005			2004			2004
SELECTED OPERATIONS DATA:
Interest income	$	184,293		$	179,999		$	171,345		$	163,388		$	157,413
Interest expense	56,223			48,714			42,292			36,899			32,923
Net interest income	128,070			131,285			129,053			126,489			124,490
Provision for credit losses	3,394			1,427			(3,436		)	4,073			2,644
Net interest income after provision for credit losses	124,676			129,858			132,489			122,416			121,846
Non-interest income:
Fees and other revenues	122,706			113,268			106,909			126,311			115,803
Gains on sales of securities available for sale	995			4,437			5,239			6,204			3,679
Total non-interest income	123,701			117,705			112,148			132,515			119,482
Non-interest expense	154,003			150,247			148,111			154,396			147,926
Income before income tax expense	94,374			97,316			96,526			100,535			93,402
Income tax expense	28,888			26,675			33,061			33,133			31,690
Net income	$	65,486		$	70,641		$	63,465		$	67,402		$	61,712

Per common share:
Basic earnings	$	.50		$	.53		$	.47		$	.50		$	.45
Diluted earnings	$	.50		$	.53		$	.47		$	.50		$	.45
Dividends declared	$	.2125		$	.2125		$	.2125		$	.1875		$	.1875

FINANCIAL RATIOS:
Return on average assets (1)	2.07		%	2.22		%	2.03		%	2.22		%	2.06		%
Return on average common equity (1)	27.41			30.23			27.18			28.35			25.96
Net interest margin (1)	4.43			4.53			4.56			4.56			4.56
Net charge-offs (recoveries) as a percentage of average loans and leases (1) (2)	.85			.08			(.02		)	.14			.17
Average total equity to average assets	7.56			7.36			7.48			7.81			7.94

(1) Annualized.

(2) For the three months ended September 30, 2005, net charge-offs excluding the leveraged lease as a percentage of average loans and leases was .08% (annualized).

TCF FINANCIAL CORPORATION AND SUBSIDIARIES

Supplementary Information (Continued)

Consolidated Average Balance Sheets, Interest and Dividends

Earned or Paid, and Related Interest Yields and Rates

	Nine Months Ended September 30,
	2005						2004
					Average						Average
					Yields						Yields
	Average				and		Average				and
(Dollars in thousands)	Balance		Interest (1)		Rates (2)		Balance		Interest (1)		Rates (2)
Assets:
Investments	$	99,502	$	2,609	3.50	%	$	131,290	$	2,441	2.48	%
Securities available for sale (3)	1,567,059		60,713		5.17		1,537,310		61,159		5.30
Loans held for sale	209,184		7,579		4.84		357,354		9,112		3.41
Loans and leases:
Consumer home equity - variable rate	2,561,936		130,074		6.79		2,376,149		97,059		5.46
Consumer home equity - fixed rate	2,088,550		104,784		6.71		1,488,090		77,708		6.98
Consumer - other	34,836		2,379		9.13		39,751		2,442		8.21
Total consumer home equity and other	4,685,322		237,237		6.77		3,903,990		177,209		6.06
Commercial real estate - variable rate	832,689		35,775		5.74		759,923		23,666		4.16
Commercial real estate - fixed and adjustable rate	1,363,805		62,664		6.14		1,220,457		57,306		6.27
Total commercial real estate	2,196,494		98,439		5.99		1,980,380		80,972		5.46
Commercial business - variable rate	346,674		14,379		5.55		343,946		9,833		3.82
Commercial business - fixed and adjustable rate	78,117		3,368		5.76		88,228		3,639		5.51
Total commercial business	424,791		17,747		5.59		432,174		13,472		4.16
Leasing and equipment finance (4)	1,410,381		72,006		6.81		1,267,102		66,333		6.98
Subtotal	8,716,988		425,429		6.52		7,583,646		337,986		5.95
Residential real estate	917,241		39,307		5.72		1,130,840		48,723		5.75
Total loans and leases (5)	9,634,229		464,736		6.45		8,714,486		386,709		5.92
Total interest-earning assets	11,509,974		535,637		6.22		10,740,440		459,421		5.71
Other assets (6)	1,099,712						1,046,080
Total assets	$	12,609,686					$	11,786,520

Liabilities and Stockholders’ Equity:
Non-interest bearing deposits:
Retail	$	1,566,767					$	1,508,102
Small business	573,240						491,729
Commercial and custodial	316,749						345,878
Total non-interest bearing deposits	2,456,756						2,345,709
Interest-bearing deposits:
Premier checking	578,967		9,709		2.24		150,094		1,468		1.31
Other checking	1,056,178		1,517		.19		1,151,426		652		.08
Subtotal	1,635,145		11,226		.29		1,301,520		2,120		.22
Premier savings	355,164		7,340		2.76		47,438		606		1.71
Other savings	1,586,367		6,394		.54		1,777,512		4,546		.34
Subtotal	1,941,531		13,734		.95		1,824,950		5,152		.38
Money market	637,696		4,726		.99		790,128		2,199		.37
Subtotal	4,214,372		29,686		.94		3,916,598		9,471		.32
Certificates of deposit	1,691,121		33,437		2.64		1,502,064		20,860		1.86
Total interest-bearing deposits	5,905,493		63,123		1.43		5,418,662		30,331		.75
Total deposits	8,362,249		63,123		1.01		7,764,371		30,331		.52
Borrowings:
Short-term borrowings	977,750		22,200		3.04		743,754		7,522		1.35
Long-term borrowings	1,981,558		61,906		4.18		1,963,440		56,166		3.82
Total borrowings	2,959,308		84,106		3.80		2,707,194		63,688		3.14
Total deposits and borrowings	11,321,557		147,229		1.74		10,471,565		94,019		1.20
Other liabilities (6)	348,543						373,089
Total liabilities	11,670,100						10,844,654
Stockholders’ equity (6)	939,586						941,866
Total liabilities and stockholder’s equity	$	12,609,686					$	11,786,520
Net interest income and margin			$	388,408	4.51	%			$	365,402	4.54	%

(1) Tax-exempt income was not significant and thus yields on interest-earning assets and net interest margin have not been presented on a tax equivalent basis.
Tax-exempt income of $694,000 and $455,000 was recognized during the nine months ended September 30, 2005 and 2004, respectively.

(2) Annualized.

(3) Average balance and yield of securities available for sale are based upon the historical amortized cost.

(4) Substantially all leasing and equipment finance loans and leases have fixed rates.

(5) Average balance of loans and leases includes non-accrual loans and leases, and is presented net of unearned income.

(6) Average balance is based upon month-end balances.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, TCF is a party to legal proceedings arising out of its lending, leasing and deposit operations. TCF is and expects to become engaged in a number of foreclosure proceedings and other collection actions as part of its lending and leasing collection activities. From time to time, borrowers and other customers, or employees or former employees, have also brought actions against TCF, in some cases claiming substantial amounts of damages. Financial services companies are subject to the risk of class action litigation, and TCF has had such actions brought against it from time to time. Litigation is often unpredictable and the actual results of litigation cannot be determined with certainty.

In April 2004, TCF was served with a complaint in the United States District Court, District of Minnesota, by John Matthew Saxe, individually and on behalf of other similarly situated employees, alleging that he and other consumer lender employees were not paid overtime compensation in violation of the Federal Fair Labor Standards Act. Settlement negotiations are in process.

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

The following table summarizes share repurchase activity for the quarter ended September 30, 2005:

	Shares Repurchased			Share Repurchase Authorizations (1)
		Average Price
(Dollars in thousands)	Number	Per Share		July 21, 2003	May 21, 2005
Balance, June 30, 2005				402,820	6,725,487
July 1-31, 2005	-	$	-	402,820	-
August 1-31, 2005	290,000	27.79		112,820	-
September 1-30, 2005	110,000	27.79		2,820	-
Balance, September 30, 2005	400,000	$	27.79	2,820	6,725,487

(1) The current share repurchase authorizations were approved by the Board of Directors on July 21, 2003 and May 21, 2005. Each authorization was for a repurchase of up to an additional 5% of TCF’s common stock outstanding at the time of the authorization, or 7.2 million shares and 6.7 million shares, respectively. These authorizations do not have expiration dates.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Submission of Matters to a Vote of Security Holders.

None.

Item 5. Other Information.

None.

Item 6. Exhibits.

See Index to Exhibits on page 49 of this report.

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/ WILLIAM A. COOPER
	William A. Cooper, Chairman of the Board, Chief Executive Officer and Director



	/s/ NEIL W. BROWN
	Neil W. Brown, Executive Vice President and Chief Financial Officer (Principal Financial Officer)



	/s/ DAVID M. STAUTZ
	David M. Stautz, Senior Vice President, Controller and Assistant Treasurer (Principal Accounting Officer)

Dated: October 28, 2005

TCF FINANCIAL CORPORATION AND SUBSIDIARIES

INDEX TO EXHIBITS

FOR FORM 10-Q

Exhibit
Number		Description

4(a)		Copies of instruments with respect to long-term debt will be furnished to the Securities and Exchange Commission upon request.

31#		Rule 13a-14(a)/15d-14(a) Certifications (Section 302 Certifications)

32#		Statement Furnished Pursuant to Title 18 United States Code Section 1350 (Section 906 Certifications)

# Filed herein