8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 25, 2016

Chemical Financial Corporation

(Exact Name of Registrant as

Specified in its Charter)

Michigan (State or Other Jurisdiction of Incorporation) 000-08185 (Commission File Number) 38-2022454 (IRS Employer Identification No.)

235 E. Main Street Midland, Michigan (Address of Principal Executive Offices) 48640 (Zip Code)

Registrant's telephone number, including area code:  (989) 839-5350

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

1

Item 2.02 Results of Operations and Financial Condition.

On January 25, 2016, Chemical Financial Corporation ("Chemical") issued the press release attached as Exhibit 99.1 to this Form 8-K, which is here incorporated by reference. A copy of the presentation slides which will be discussed in Chemical's webcast earnings call are also attached as Exhibit 99.2 to this Form 8-K. This Report and the Exhibits are furnished to, and not filed with, the Commission.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

99.1 Press Release dated January 25, 2016. This Exhibit is furnished to, and not filed with, the Commission.

99.2 Earnings Presentation Slides. This Exhibit is furnished to, and not filed with, the Commission.

2

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 hereunto duly authorized.

Dated:	January 25, 2016	CHEMICAL FINANCIAL CORPORATION (Registrant)
		/s/ Lori A. Gwizdala
		Lori A. Gwizdala
		Executive Vice President, Chief Financial      Officer and Treasurer

3

EXHIBIT INDEX

Exhibit Number Document

99.1 Press Release dated January 25, 2016. This Exhibit is furnished to, and not filed with, the Commission.

99.2 Earnings Presentation Slides. This Exhibit is furnished to, and not filed with, the Commission.

4

EX-99.1

Exhibit 99.1

For further information:

David B. Ramaker, CEO

Lori A. Gwizdala, CFO

989-839-5350

Chemical Financial Corporation Reports Fourth Quarter and Full Year 2015 Results

MIDLAND, MI, January 25, 2016 -- -- Chemical Financial Corporation ("Corporation" or "Chemical") (NASDAQ:CHFC) today announced 2015fourth quarter net income of $25.5 million, or $0.66 per diluted share, compared to 2014fourth quarter net income of $15.3 million, or $0.46 per diluted share, and 2015 third quarter net income of $24.5 million, or $0.64 per diluted share. For the twelve months endedDecember 31, 2015, net income was $86.8 million, or $2.39 per diluted share, compared to net income for the twelve months endedDecember 31, 2014 of $62.1 million, or $1.97 per diluted share.

Excluding nonrecurring acquisition-related expenses, net income in the fourth quarter of 2015 was $26.9 million, or $0.70 per diluted share, compared to $18.4 million, or $0.56 per diluted share, in the fourth quarter of 2014 and $25.1 million, or $0.65 per diluted share, in the third quarter of 2015. Excluding nonrecurring acquisition-related expenses, net income in 2015 was $92.3 million, or $2.54 per diluted share, compared to $66.7 million, or $2.11 per diluted share, in 2014.

"2015 was a year of significant accomplishments for Chemical Financial Corporation, with strong acquisitive and organic growth leading to double digit percentage gains in earnings per share, excluding nonrecurring acquisition-related expenses. In the fourth quarter of 2015, we completed the integration into Chemical Bank of The Bank of Holland and The Bank of Northern Michigan, which were acquired in the Lake Michigan Financial Corporation transaction, the third major acquisition we’ve closed and integrated in the past fifteen months. In doing so, we have brought a number of new commercial and retail customers into the Chemical Bank fold, while ensuring that we continued to meet the needs of our existing customers and communities," noted David B. Ramaker, Chairman, Chief Executive Officer and President of the Corporation.

"I’m extremely proud of the work done by Chemical’s 2,100 employees as we have extended our community-focused approach to banking across Michigan, while successfully executing our core banking strategies. Looking ahead to the future, we see opportunities to extend our franchise even further. As we continue our recent pattern of growth to the $10-billion asset level and beyond, we are mindful of the increased regulatory burden we will face, and of the need to forge through, as opposed to merely cross over, that threshold," added Ramaker.

The double digit percentage increases in earnings per share, excluding nonrecurring acquisition-related expenses, for the three- and twelve-month periods ended December 31, 2015, compared to the same periods for the prior year, were primarily driven by higher net interest income due to organic loan growth over the last twelve months of $476 million, or 8%, and incremental earnings from the acquisitions of Northwestern Bancorp, Inc. ("Northwestern"), Monarch Community Bancorp, Inc. ("Monarch") and Lake Michigan Financial Corporation ("Lake Michigan") that closed on October 31, 2014, April 1, 2015 and May 31, 2015, respectively. The increase in earnings per share in the fourth quarter of 2015, compared to the third quarter of 2015, was attributable to higher net interest income and lower operating expenses.

The Corporation's return on average assets, excluding nonrecurring acquisition-related expenses, was 1.16% during the fourth quarter of 2015, compared to 1.04% in the fourth quarter of 2014 and 1.08% in the third quarter of 2015. The Corporation's return on average shareholders' equity, excluding nonrecurring acquisition-related expenses, was 10.7% in the fourth quarter of 2015, compared to 9.1% in the fourth quarter of 2014 and 10.1% in the third quarter of 2015.

Net interest income was $75.5 million in the fourth quarter of 2015, $17.2 million, or 30%, higher than the fourth quarter of 2014 and $1.9 million, or 2.5%, higher than the third quarter of 2015. The increase in net interest income in the fourth quarter of 2015 over the fourth quarter of 2014 was largely attributable to the positive impact of 2015 organic loan growth and the impact of the three aforementioned acquisitions. The increase in net interest income in

1

the fourth quarter of 2015 over the third quarter of 2015 was largely attributable to additional interest income resulting from third and fourth quarter 2015 organic loan growth.

The net interest margin (on a tax-equivalent basis) was 3.64% in the fourth quarter of 2015, compared to 3.62% in the fourth quarter of 2014 and 3.55% in the third quarter of 2015. The increase in the net interest margin in the fourth quarter of 2015, compared to the third quarter of 2015, was primarily attributable to an increase in the average yield on the Corporation's investment securities portfolio and receipt in the fourth quarter of 2015 of a semi-annual dividend of $0.4 million on the Corporation's Federal Reserve Bank stock. The average yield on the loan portfolio was 4.16% in the fourth quarter of 2015, compared to 4.22% in the fourth quarter of 2014 and 4.15% in the third quarter of 2015. The average yield of the investment securities portfolio was 2.21% in the fourth quarter of 2015, compared to 2.02% in the fourth quarter of 2014 and 2.08% in the third quarter of 2015. The Corporation's average cost of funds was 0.25% in both the fourth quarter of 2015 and the third quarter of 2015, compared to 0.23% in the fourth quarter of 2014.

Net interest income was $274.0 million in 2015, $61.5 million, or 29%, higher than 2014, with the increase primarily attributable to a combination of organic loan growth and the impact of the three aforementioned acquisitions that occurred in 2014 and 2015. The average balance of loans outstanding during 2015 was up $1.61 billion over 2014, with the increase driven by $1.11 billion of loans acquired in the Lake Michigan and Monarch acquisitions and $476 million of organic loan growth during 2015. The net interest margin (on a tax equivalent basis) was 3.58% in 2015 and 3.59% in 2014.

The provision for loan losses was $2.0 million in the fourth quarter of 2015, compared to $1.5 million in the fourth quarter of 2014 and the third quarter of 2015. The increase in the provision for loan losses in the fourth quarter of 2015, compared to both the fourth quarter of 2014 and the third quarter of 2015, was primarily due to growth in the loan portfolio. The provision for loan losses was $6.5 million in 2015, compared to $6.1 million in 2014. The Corporation's provision for loan losses remained relatively consistent during 2015, compared to 2014, despite significant organic growth in its loan portfolio, due primarily to an overall modest reduction in net loan charge-offs and strong credit quality.

Net loan charge-offs were $4.3 million, or 0.24% of average loans, in the fourth quarter of 2015, compared to $2.8 million, or 0.21% of average loans, in the fourth quarter of 2014 and $0.8 million, or 0.05% of average loans, in the third quarter of 2015. The increase in net loan charge-offs in the fourth quarter of 2015, compared to the fourth quarter of 2014 and the third quarter of 2015, was partially attributable to a $1.6 million net loan charge-off from one commercial loan relationship. Net loan charge-offs totaled $8.9 million, or 0.13% of average loans, in 2015, compared to $9.5 million, or 0.19% of average loans, in 2014.

The Corporation's nonperforming loans, consisting of nonaccrual loans, accruing loans past due 90 days or more as to principal or interest payments and nonperforming troubled debt restructurings, totaled $83.9 million at December 31, 2015, compared to $81.2 million at September 30, 2015 and $71.2 million at December 31, 2014. Nonperforming loans comprised 1.15% of total loans at December 31, 2015, compared to 1.13% at September 30, 2015 and 1.25% at December 31, 2014. The reduction in nonperforming loans as a percentage of total loans at December 31, 2015, compared to December 31, 2014, was partially due to the addition of $1.11 billion of loans acquired in the Lake Michigan and Monarch transactions, with no corresponding increase in nonperforming loans as these acquired loans are not classified as nonperforming loans after the acquisition date since they are recorded in pools at their net realizable value.

At December 31, 2015, the allowance for loan losses of the originated loan portfolio was $73.3 million, or 1.26% of originated loans, compared to $75.6 million, or 1.33% of originated loans, at September 30, 2015 and $75.2 million, or 1.51% of originated loans, at December 31, 2014. The allowance for loan losses of the originated loan portfolio as a percentage of nonperforming loans was 87% at December 31, 2015, compared to 93% at September 30, 2015 and 106% at December 31, 2014.

2

Noninterest income was $20.1 million in the fourth quarter of 2015, compared to $18.2 million in the fourth quarter of 2014 and $20.2 million in the third quarter of 2015. Noninterest income in the fourth quarter of 2015 was higher than the fourth quarter of 2014 due primarily to higher wealth management revenue and an increase in customer service fees resulting from the three aforementioned acquisitions. Noninterest income in the fourth quarter of 2015 was slightly lower than the third quarter of 2015, with higher wealth management revenue being offset by lower overdraft and electronic banking fees. The increase in wealth management revenue in the fourth quarter of 2015, compared to both the fourth quarter of 2014 and third quarter of 2015, was primarily due to an increase in fees resulting from new assets under management.

Noninterest income was $80.2 million in 2015, compared to $63.1 million in 2014, with the increase largely attributable to increases in all major categories of noninterest income that was largely driven by the three aforementioned acquisitions. Wealth management revenue was $20.6 million in 2015, compared to $16.0 million in 2014, with the increase primarily due to increased assets under management resulting from the Northwestern acquisition, which added approximately $1.0 billion of assets under management to the Corporation's Wealth Management department as of the acquisition date.

Operating expenses were $57.8 million in the fourth quarter of 2015, compared to $52.6 million in the fourth quarter of 2014 and $58.3 million in the third quarter of 2015. Operating expenses included nonrecurring acquisition-related expenses of $2.1 million in the fourth quarter of 2015, $4.1 million in the fourth quarter of 2014and $0.9 million in the third quarter of 2015. Excluding these nonrecurring acquisition-related expenses, operating expenses were $55.7 million in the fourth quarter of 2015, $7.3 million, or 15%, higher than the fourth quarter of 2014 and $1.6 million, or 2.8%, lower than the third quarter of 2015. The increase in operating expenses in the fourth quarter of 2015, compared to the fourth quarter of 2014, was primarily attributable to incremental operating costs associated with the three aforementioned acquisitions. The decrease in operating expenses in the fourth quarter of 2015, compared to the third quarter of 2015, was largely attributable to reductions in expenses for incentive compensation, employee benefits, outside services and advertising, which were partially offset by higher equipment expenses and lower gains from the sale of other real estate properties.

Operating expenses were $223.9 million in 2015, compared to $179.9 million in 2014. Operating expenses included nonrecurring acquisition-related expenses of $7.8 million in 2015 and $6.4 million in 2014. Excluding these nonrecurring acquisition-related expenses, operating expenses were $216.1 million in 2015, an increase of $42.6 million, or 25%, over 2014, with the increase due primarily to incremental operating costs associated with the three aforementioned acquisitions.

The Corporation's efficiency ratio was 57.1% in the fourth quarter of 2015, 62.2% in the fourth quarter of 2014 and 59.9% in the third quarter of 2015. The Corporation's efficiency ratio was 59.8% for 2015 and 61.6% for 2014.

Total assets were $9.19 billion at December 31, 2015, compared to $9.26 billion at September 30, 2015 and $7.32 billion at December 31, 2014. The increase in total assets during the twelve months ended December 31, 2015 was primarily attributable to the Lake Michigan and Monarch acquisitions, and also due to an organic increase in customer deposits, that was used to partially fund loan growth. Interest-bearing balances with the Federal Reserve Bank (FRB) totaled $15 million at December 31, 2015, compared to $109 million at September 30, 2015 and $8 million at December 31, 2014. Investment securities were $1.06 billion at December 31, 2015, compared to $1.14 billion at September 30, 2015 and $1.07 billion at December 31, 2014.

Total loans were $7.27 billion at December 31, 2015, up $56 million, from total loans of $7.22 billion at September 30, 2015 and up $1.58 billion, or 28%, from total loans of $5.69 billion at December 31, 2014. The increase in loans during the twelve months ended December 31, 2015 was attributable to $1.11 billion of loans acquired in the Lake Michigan and Monarch acquisitions and $476 million of organic loan growth.

3

Total deposits were $7.46 billion at December 31, 2015, compared to $7.62 billion at September 30, 2015 and $6.08 billion at December 31, 2014. The decrease in total deposits during the fourth quarter of 2015 was attributable to a decline in seasonal municipal deposit accounts. The increase in total deposits during the twelve months ended December 31, 2015 was attributable to the Corporation acquiring $1.07 billion in deposits, including $278 million of brokered deposits, in the acquisitions of Lake Michigan and Monarch and organic growth in customer deposits of $382 million, or 6.3%. The Corporation does not intend to renew the brokered deposits, which totaled $208 million at December 31, 2015, as they mature.

Short-term borrowings were $397 million at December 31, 2015, compared to $330 million at September 30, 2015 and $389 million at December 31, 2014. The increase in short-term borrowings during the fourth quarter of 2015 was due to the Corporation borrowing $100 million of short-term Federal Home Loan Bank (FHLB) advances, which were partially used to fund loan growth during the quarter. Other borrowings were $242 million at December 31, 2015 and $248 million at September 30, 2015. The Corporation had no other borrowings at December 31, 2014. The increase in other borrowings during the twelve months ended December 31, 2015 was primarily attributable to the acquisition of Lake Michigan and the Corporation borrowing $100 million of long-term FHLB advances during the third quarter of 2015 in anticipation of increases in market interest rates.

At December 31, 2015, the Corporation's tangible equity to assets ratio and total risk-based capital ratio were 8.1% and 11.8%, respectively, compared to 7.8% and 11.5%, respectively, at September 30, 2015 and 8.4% and 12.4%, respectively, at December 31, 2014. The decrease in the Corporation's capital ratios at December 31, 2015, compared to December 31, 2014, was attributable to the Lake Michigan and Monarch acquisitions. At December 31, 2015, the Corporation's book value was $26.62 per share, compared to $26.18 per share at September 30, 2015 and $24.32 per share at December 31, 2014. At December 31, 2015, the Corporation's tangible book value was $18.78 per share, compared to $18.32 per share at September 30, 2015 and $18.57 per share at December 31, 2014.

This press release contains references to financial measures which are not defined in generally accepted accounting principles ("GAAP"). Such non-GAAP financial measures include the Corporation's tangible equity to assets ratio, presentation of net interest income and net interest margin on a fully taxable equivalent basis (FTE), information presented excluding nonrecurring acquisition-related expenses, including net income, diluted earnings per share, return on average assets, return on average shareholders' equity and operating expenses. These non-GAAP financial measures have been included as the Corporation believes they are helpful for investors to analyze and evaluate the Corporation's financial condition. A reconciliation of non-GAAP financial measures may be found in the financial tables included with this press release.

Chemical Financial Corporation is the second largest banking company headquartered and operating branch offices in Michigan. The Corporation operates through its subsidiary bank, Chemical Bank, with 185 banking offices spread over 47 counties in Michigan. At December 31, 2015, the Corporation had total assets of $9.2 billion. Chemical Financial Corporation's common stock trades on The NASDAQ Stock Market under the symbol CHFC and is one of the issues comprising The NASDAQ Global Select Market. More information about the Corporation is available by visiting the investor relations section of its website at www.chemicalbankmi.com.

4

Forward-Looking Statements

This press release contains forward-looking statements that are based on management's beliefs, assumptions, current expectations, estimates and projections about the financial services industry, the economy and the Corporation. Words and phrases such as "anticipates," "believes," "continue," "estimates," "expects," "forecasts," "future," "intends," "is likely," "judgment," "look ahead," "look forward," "on schedule," "opinion," "opportunity," "plans," "predicts," "probable," "projects," "should," "strategic," "trend," "will," and variations of such words and phrases or similar expressions are intended to identify such forward-looking statements. Such statements are based upon current beliefs and expectations and involve substantial risks and uncertainties which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These statements include, among others, statements related to future levels of loan charge-offs, future levels of provisions for loan losses, real estate valuation, future levels of nonperforming assets, the rate of asset dispositions, future capital levels, future dividends, future growth and funding sources, future liquidity levels, future profitability levels, future deposit insurance premiums, future asset levels, the effects on earnings of future changes in interest rates, the future level of other revenue sources, future economic trends and conditions, future initiatives to expand the Corporation’s market share, expected performance and cash flows from acquired loans, future effects of new or changed accounting standards, future opportunities for acquisitions, opportunities to increase top line revenues, the Corporation’s ability to grow its core franchise, future cost savings and the Corporation’s ability to maintain adequate liquidity and capital based on the requirements adopted by the Basel Committee on Banking Supervision and U.S. regulators. All statements referencing future time periods are forward-looking.

Management's determination of the provision and allowance for loan losses; the carrying value of acquired loans, goodwill and mortgage servicing rights; the fair value of investment securities (including whether any impairment on any investment security is temporary or other-than-temporary and the amount of any impairment); and management's assumptions concerning pension and other postretirement benefit plans involve judgments that are inherently forward-looking. There can be no assurance that future loan losses will be limited to the amounts estimated. All of the information concerning interest rate sensitivity is forward-looking. The future effect of changes in the financial and credit markets and the national and regional economies on the banking industry, generally, and on the Corporation, specifically, are also inherently uncertain. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions ("risk factors") that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence. Therefore, actual results and outcomes may materially differ from what may be expressed or forecasted in such forward-looking statements. The Corporation undertakes no obligation to update, amend or clarify forward-looking statements, whether as a result of new information, future events or otherwise.

Risk factors include, but are not limited to, the risk factors described in Item 1A of the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2014. These and other factors are representative of the risk factors that may emerge and could cause a difference between an ultimate actual outcome and a preceding forward-looking statement.

5

Chemical Financial Corporation Announces Fourth Quarter and Full Year 2015 Operating Results

Consolidated Statements of Financial Position (Unaudited)

Chemical Financial Corporation

	December 31, 2015			September 30, 2015			December 31, 2014
	(In thousands, except per share data)
Assets
Cash and cash equivalents:
Cash and cash due from banks	$	194,136		$	157,512		$	144,892
Interest-bearing deposits with the Federal Reserve Bank and other banks	44,653			134,025			38,128
Total cash and cash equivalents	238,789			291,537			183,020
Investment securities:
Available-for-sale	553,731			635,641			748,864
Held-to-maturity	509,971			501,083			316,413
Total investment securities	1,063,702			1,136,724			1,065,277
Loans held-for-sale	10,327			12,319			9,128
Loans:
Commercial	1,905,879			1,829,870			1,354,881
Commercial real estate	2,112,162			2,227,364			1,557,648
Real estate construction and land development	232,076			145,581			171,495
Residential mortgage	1,429,636			1,394,427			1,110,390
Consumer installment and home equity	1,591,394			1,618,953			1,493,816
Total loans	7,271,147			7,216,195			5,688,230
Allowance for loan losses	(73,328		)	(75,626		)	(75,683		)
Net loans	7,197,819			7,140,569			5,612,547
Premises and equipment	106,317			110,670			97,496
Goodwill	287,393			286,454			180,128
Other intangible assets	38,104			39,864			33,080
Interest receivable and other assets	246,346			246,417			141,467
Total Assets	$	9,188,797		$	9,264,554		$	7,322,143
Liabilities
Deposits:
Noninterest-bearing	$	1,934,583		$	1,875,636		$	1,591,661
Interest-bearing	5,522,184			5,739,575			4,487,310
Total deposits	7,456,767			7,615,211			6,078,971
Interest payable and other liabilities	76,466			72,568			56,572
Short-term borrowings	397,199			330,016			389,467
Other borrowings	242,391			248,396			—
Total liabilities	8,172,823			8,266,191			6,525,010
Shareholders' Equity
Preferred stock, no par value per share	—			—			—
Common stock, $1 par value per share	38,168			38,131			32,774
Additional paid-in capital	725,280			723,427			565,166
Retained earnings	281,558			265,991			231,646
Accumulated other comprehensive loss	(29,032		)	(29,186		)	(32,453		)
Total shareholders' equity	1,015,974			998,363			797,133
Total Liabilities and Shareholders' Equity	$	9,188,797		$	9,264,554		$	7,322,143

6

Chemical Financial Corporation Announces Fourth Quarter and Full Year 2015 Operating Results

Consolidated Statements of Income (Unaudited)

Chemical Financial Corporation

	Three Months Ended						Twelve Months Ended
	December 31,						December 31,
	2015			2014			2015			2014
	(In thousands, except per share data)
Interest Income
Interest and fees on loans	$	75,253		$	57,140		$	271,772		$	209,429
Interest on investment securities:
Taxable	2,044			2,322			8,786			9,147
Tax-exempt	2,583			1,841			9,073			7,054
Dividends on nonmarketable equity securities	633			415			1,648			1,224
Interest on deposits with the Federal Reserve Bank and other banks	116			89			510			407
Total interest income	80,629			61,807			291,789			227,261
Interest Expense
Interest on deposits	4,120			3,414			15,406			14,254
Interest on short-term borrowings	110			107			453			414
Interest on other borrowings	923			42			1,922			42
Total interest expense	5,153			3,563			17,781			14,710
Net Interest Income	75,476			58,244			274,008			212,551
Provision for loan losses	2,000			1,500			6,500			6,100
Net interest income after provision for loan losses	73,476			56,744			267,508			206,451
Noninterest Income
Service charges and fees on deposit accounts	6,398			6,386			25,481			22,414
Wealth management revenue	5,151			4,696			20,552			16,015
Other charges and fees for customer services	6,189			5,366			25,513			18,928
Mortgage banking revenue	1,606			1,590			6,133			5,041
Gain on sale of investment securities	18			—			630			—
Other	690			189			1,907			697
Total noninterest income	20,052			18,227			80,216			63,095
Operating Expenses
Salaries, wages and employee benefits	32,971			28,628			127,920			102,557
Occupancy	4,620			4,201			18,213			15,842
Equipment and software	5,102			4,272			18,569			14,737
Acquisition-related expenses	2,085			4,139			7,804			6,388
Other	13,046			11,376			51,388			40,401
Total operating expenses	57,824			52,616			223,894			179,925
Income before income taxes	35,704			22,355			123,830			89,621
Federal income tax expense	10,200			7,050			37,000			27,500
Net Income	$	25,504		$	15,305		$	86,830		$	62,121
Earnings Per Common Share:
Weighted average common shares outstanding for basic earnings per share	38,150			32,767			36,081			31,367
Weighted average common shares outstanding for diluted earnings per share, including common stock equivalents	38,498			33,033			36,353			31,588
Basic earnings per common share	$	0.67		$	0.47		$	2.41		$	1.98
Diluted earnings per common share	$	0.66		$	0.46		$	2.39		$	1.97
Cash Dividends Declared Per Common Share	$	0.26		$	0.24		$	1.00		$	0.94
Key Ratios (annualized where applicable):
Return on average assets	1.10		%	0.87		%	1.02		%	0.96		%
Return on average shareholders' equity	10.1		%	7.5		%	9.4		%	8.2		%
Net interest margin	3.64		%	3.62		%	3.58		%	3.59		%
Efficiency ratio	57.1		%	62.2		%	59.8		%	61.6		%

7

Chemical Financial Corporation Announces Fourth Quarter and Full Year 2015 Operating Results

Financial Summary (Unaudited)

Chemical Financial Corporation

(Dollars in Thousands)

	4th Quarter 2015			3rd Quarter 2015			2nd Quarter 2015			1st Quarter 2015			4th Quarter 2014			3rd Quarter 2014			2nd Quarter 2014			1st Quarter 2014
Average Balances
Total assets	$	9,175,224		$	9,203,856		$	8,117,138		$	7,401,258		$	7,007,879		$	6,412,460		$	6,253,574		$	6,210,569
Total interest-earning assets	8,457,464			8,467,939			7,534,733			6,920,734			6,558,147			6,046,991			5,907,549			5,860,429
Total loans	7,227,680			7,125,896			6,262,072			5,696,961			5,418,743			4,962,948			4,824,299			4,692,430
Total deposits	7,449,478			7,452,556			6,709,428			6,204,095			5,808,187			5,249,317			5,151,581			5,142,276
Total interest-bearing liabilities	6,162,033			6,233,944			5,442,676			4,959,123			4,632,769			4,237,626			4,250,158			4,276,677
Total shareholders' equity	1,000,347			987,727			884,863			801,438			804,328			794,711			714,355			701,878
Key Ratios (annualized where applicable)
Net interest margin (taxable equiv basis)	3.64		%	3.55		%	3.59		%	3.55		%	3.62		%	3.59		%	3.59		%	3.53		%
Efficiency ratio	57.1		%	59.9		%	60.5		%	62.4		%	62.2		%	59.2		%	60.9		%	64.5		%
Return on average assets	1.10		%	1.05		%	0.94		%	0.98		%	0.87		%	1.04		%	1.04		%	0.90		%
Return on average shareholders' equity	10.1		%	9.8		%	8.6		%	9.0		%	7.5		%	8.4		%	9.1		%	8.0		%
Average shareholders' equity as a percent of average assets	10.9		%	10.7		%	10.9		%	10.8		%	11.5		%	12.4		%	11.4		%	11.3		%
Capital ratios (period end):
Tangible shareholders' equity as a percent of total assets	8.1		%	7.8		%	7.8		%	8.4		%	8.4		%	10.5		%	11.0		%	9.3		%
Total risk-based capital ratio	11.8		%	11.5		%	11.7		%	13.0		%	12.4		%	15.0		%	15.3		%	13.8		%

	4th Quarter 2015			3rd Quarter 2015			2nd Quarter 2015			1st Quarter 2015			4th Quarter 2014			3rd Quarter 2014			2nd Quarter 2014			1st Quarter 2014
Credit Quality Statistics
Originated Loans	$	5,807,934		$	5,667,159		$	5,351,011		$	5,048,662		$	4,990,067		$	4,777,614		$	4,624,409		$	4,464,465
Acquired Loans	1,463,213			1,549,036			1,683,732			654,212			698,163			263,306			274,395			288,824
Nonperforming Assets:
Nonperforming loans (NPLs)	83,880			81,217			70,906			72,741			71,184			70,742			73,735			76,544
Other real estate / repossessed assets (ORE)	9,935			11,207			14,197			14,744			14,205			10,354			10,392			10,056
Total nonperforming assets	93,815			92,424			85,103			87,485			85,389			81,096			84,127			86,600
Performing troubled debt restructurings	47,810			44,803			45,808			45,981			45,664			44,588			44,133			41,823
Allowance for loan losses - originated as a percent of:
Total originated loans	1.26		%	1.33		%	1.40		%	1.49		%	1.51		%	1.60		%	1.67		%	1.75		%
Nonperforming loans	87		%	93		%	106		%	103		%	106		%	108		%	105		%	102		%
NPLs as a percent of total loans	1.15		%	1.13		%	1.01		%	1.28		%	1.25		%	1.40		%	1.51		%	1.61		%
Nonperforming assets as a percent of:
Total loans plus ORE	1.29		%	1.28		%	1.21		%	1.53		%	1.50		%	1.61		%	1.71		%	1.82		%
Total assets	1.02		%	1.00		%	0.94		%	1.16		%	1.17		%	1.23		%	1.35		%	1.37		%
Net loan charge-offs (year-to-date)	8,855			4,557			3,742			1,927			9,489			6,666			4,379			2,199
Net loan charge-offs as a percent of average loans (year-to-date, annualized)	0.13		%	0.10		%	0.13		%	0.14		%	0.19		%	0.18		%	0.18		%	0.19		%

	Dec 31, 2015		Sept 30, 2015		June 30, 2015		Mar 31, 2015		Dec 31, 2014		Sept 30, 2014		June 30, 2014		Mar 31, 2014
Additional Data - Intangibles
Goodwill	$	287,393	$	286,454	$	285,512	$	180,128	$	180,128	$	120,164	$	120,164	$	120,164
Core deposit intangibles (CDI)	26,654		27,890		28,353		20,072		20,863		8,665		9,110		9,556
Mortgage servicing rights (MSR)	11,122		11,540		12,307		11,583		12,217		3,293		3,344		3,316
Noncompete agreements	328		434		541		—		—		—		—		—
Amortization of CDI and noncompete agreements (quarter only)	1,341		1,270		987		791		693		445		446		445

8

Chemical Financial Corporation Announces Fourth Quarter and Full Year 2015 Operating Results

Average Balances, Tax Equivalent Interest and Effective Yields and Rates (Unaudited)*

Chemical Financial Corporation

	Three Months Ended December 31, 2015							Three Months Ended December 31, 2014
	Average Balance			Tax Equivalent Interest		Effective Yield/Rate		Average Balance			Tax Equivalent Interest		Effective Yield/Rate
Assets	(Dollars in thousands)
Interest-earning assets:
Loans**	$	7,241,339		$	75,905	4.16	%	$	5,426,664		$	57,680	4.22	%
Taxable investment securities	609,406			2,044		1.34		712,516			2,322		1.30
Tax-exempt investment securities	481,968			3,973		3.30		306,446			2,832		3.70
Other interest-earning assets	36,799			633		6.82		27,139			415		6.07
Interest-bearing deposits with the Federal Reserve Bank and other banks	87,952			116		0.52		85,382			89		0.41
Total interest-earning assets	8,457,464			82,671		3.89		6,558,147			63,338		3.84
Less: allowance for loan losses	(75,225		)					(77,053		)
Other assets:
Cash and cash due from banks	157,939							134,309
Premises and equipment	110,141							93,111
Interest receivable and other assets	524,905							299,365
Total assets	$	9,175,224						$	7,007,879
Liabilities and shareholders' equity
Interest-bearing liabilities:
Interest-bearing demand deposits	$	1,816,694		$	414	0.09	%	$	1,368,314		$	329	0.10	%
Savings deposits	2,024,543			393		0.08		1,613,338			367		0.09
Time deposits	1,671,913			3,313		0.79		1,306,712			2,718		0.83
Short-term borrowings	405,713			110		0.11		337,681			107		0.13
Other borrowings	243,170			923		1.51		6,724			42		2.48
Total interest-bearing liabilities	6,162,033			5,153		0.33		4,632,769			3,563		0.31
Noninterest-bearing deposits	1,936,328			—		—		1,519,823			—		—
Total deposits and borrowed funds	8,098,361			5,153		0.25		6,152,592			3,563		0.23
Interest payable and other liabilities	76,516							50,959
Shareholders' equity	1,000,347							804,328
Total liabilities and shareholders' equity	$	9,175,224						$	7,007,879
Net Interest Spread (Average yield earned on interest-earning assets minus average rate paid on interest-bearing liabilities)						3.56	%						3.53	%
Net Interest Income (FTE)				$	77,518						$	59,775
Net Interest Margin (Net Interest Income (FTE) divided by total average interest-earning assets)						3.64	%						3.62	%

*	Fully taxable equivalent (FTE) basis using a federal income tax rate of 35%.
**	Nonaccrual loans and loans held-for-sale are included in average balances reported and are included in the calculation of yields. Also, tax equivalent interest includes net loan fees.

9

Chemical Financial Corporation Announces Fourth Quarter and Full Year 2015 Operating Results

Average Balances, Tax Equivalent Interest and Effective Yields and Rates (Unaudited)*

Chemical Financial Corporation

	Twelve Months Ended December 31, 2015							Twelve Months Ended December 31, 2014
	Average Balance			Tax Equivalent Interest		Effective Yield/Rate		Average Balance			Tax Equivalent Interest		Effective Yield/Rate
Assets	(Dollars in thousands)
Interest-earning assets:
Loans**	$	6,594,507		$	274,341	4.16	%	$	4,982,986		$	211,608	4.25	%
Taxable investment securities	683,612			8,786		1.29		667,978			9,147		1.37
Tax-exempt investment securities	415,092			13,956		3.36		279,709			10,850		3.88
Other interest-earning assets	34,188			1,648		4.82		25,967			1,224		4.71
Interest-bearing deposits with the Federal Reserve Bank and other banks	123,735			510		0.41		138,424			407		0.29
Total interest-earning assets	7,851,134			299,241		3.81		6,095,064			233,236		3.83
Less: allowance for loan losses	(75,378		)					(78,126		)
Other assets:
Cash and cash due from banks	155,109							126,142
Premises and equipment	105,904							79,278
Interest receivable and other assets	444,459							250,786
Total assets	$	8,481,228						$	6,473,144
Liabilities and shareholders' equity
Interest-bearing liabilities:
Interest-bearing demand deposits	$	1,661,592		$	1,465	0.09	%	$	1,234,347		$	1,197	0.10	%
Savings deposits	1,947,659			1,512		0.08		1,472,092			1,325		0.09
Time deposits	1,557,425			12,429		0.80		1,307,058			11,732		0.90
Short-term borrowings	420,529			453		0.11		334,785			414		0.12
Other borrowings	117,000			1,922		1.64		1,695			42		2.48
Total interest-bearing liabilities	5,704,205			17,781		0.31		4,349,977			14,710		0.34
Noninterest-bearing deposits	1,791,991			—		—		1,325,925			—		—
Total deposits and borrowed funds	7,496,196			17,781		0.24		5,675,902			14,710		0.26
Interest payable and other liabilities	65,704							43,031
Shareholders' equity	919,328							754,211
Total liabilities and shareholders' equity	$	8,481,228						$	6,473,144
Net Interest Spread (Average yield earned on interest-earning assets minus average rate paid on interest-bearing liabilities)						3.50	%						3.49	%
Net Interest Income (FTE)				$	281,460						$	218,526
Net Interest Margin (Net Interest Income (FTE) divided by total average interest-earning assets)						3.58	%						3.59	%

*	Fully taxable equivalent (FTE) basis using a federal income tax rate of 35%.
**	Nonaccrual loans and loans held-for-sale are included in average balances reported and are included in the calculation of yields. Also, tax equivalent interest includes net loan fees.

10

Chemical Financial Corporation Announces Fourth Quarter and Full Year 2015 Operating Results

Nonperforming Assets (Unaudited)

Chemical Financial Corporation

	Dec 31, 2015		Sept 30, 2015		June 30, 2015		Mar 31, 2015		Dec 31, 2014		Sept 30, 2014		June 30, 2014		Mar 31, 2014
	(In thousands)
Nonperforming Loans:
Nonaccrual loans:
Commercial	$	28,554	$	26,463	$	17,260	$	18,904	$	16,418	$	18,213	$	18,773	$	18,251
Commercial real estate	25,163		24,969		25,287		24,766		24,966		23,858		25,361		27,568
Real estate construction	247		247		247		663		162		162		160		160
Land development	274		297		255		290		225		1,467		2,184		2,267
Residential mortgage	5,557		6,248		6,004		6,514		6,706		6,693		6,325		6,589
Consumer installment	451		536		393		433		500		527		536		806
Home equity	1,979		1,876		1,769		1,870		1,667		2,116		2,296		2,046
Total nonaccrual loans	62,225		60,636		51,215		53,440		50,644		53,036		55,635		57,687
Accruing loans contractually past due 90 days or more as to interest or principal payments:
Commercial	364		122		711		52		170		16		15		43
Commercial real estate	254		216		56		148		—		87		69		730
Real estate construction	—		—		—		—		—		—		—		—
Land development	—		—		—		—		—		—		—		—
Residential mortgage	402		572		424		172		557		380		376		—
Consumer installment	—		—		—		—		—		—		—		—
Home equity	1,267		558		588		429		1,346		1,779		1,075		622
Total accruing loans contractually past due 90 days or more as to interest or principal payments	2,287		1,468		1,779		801		2,073		2,262		1,535		1,395
Nonperforming troubled debt restructurings:
Commercial loan portfolio	16,297		15,559		14,547		15,810		15,271		11,797		11,049		11,218
Consumer loan portfolio	3,071		3,554		3,365		2,690		3,196		3,647		5,516		6,244
Total nonperforming troubled debt restructurings	19,368		19,113		17,912		18,500		18,467		15,444		16,565		17,462
Total nonperforming loans	83,880		81,217		70,906		72,741		71,184		70,742		73,735		76,544
Other real estate and repossessed assets	9,935		11,207		14,197		14,744		14,205		10,354		10,392		10,056
Total nonperforming assets	$	93,815	$	92,424	$	85,103	$	87,485	$	85,389	$	81,096	$	84,127	$	86,600

11

Chemical Financial Corporation Announces Fourth Quarter and Full Year 2015 Operating Results

Summary of Loan Loss Experience (Unaudited)

Chemical Financial Corporation

	Twelve Months Ended Dec 31, 2015			Three Months Ended												Twelve Months Ended Dec 31, 2014			Three Months Ended
				Dec 31, 2015			Sept 30, 2015			June 30, 2015			Mar 31, 2015						Dec 31, 2014			Sept 30, 2014			June 30, 2014			Mar 31, 2014
	(In thousands)
Allowance for loan losses - originated loan portfolio
Allowance for loan losses - beginning of period	$	75,183		$	75,626		$	74,941		$	75,256		$	75,183		$	78,572		$	76,506		$	77,293		$	77,973		$	78,572
Provision for loan losses	7,000			2,000			1,500			1,500			2,000			6,100			1,500			1,500			1,500			1,600
Net loan charge-offs:
Commercial	(2,581		)	(2,207		)	86			(36		)	(424		)	(2,269		)	(932		)	(535		)	(569		)	(233		)
Commercial real estate	(1,475		)	(624		)	145			(581		)	(415		)	(2,056		)	(620		)	(412		)	(783		)	(241		)
Real estate construction	(129		)	—			—			(49		)	(80		)	(113		)	—			(13		)	—			(100		)
Land development	(12		)	—			(1		)	—			(11		)	648			363			16			127			142
Residential mortgage	(1,912		)	(545		)	(214		)	(661		)	(492		)	(1,626		)	(277		)	(304		)	(341		)	(704		)
Consumer installment	(2,791		)	(770		)	(782		)	(590		)	(649		)	(2,915		)	(813		)	(689		)	(612		)	(801		)
Home equity	45			(152		)	(49		)	102			144			(1,158		)	(544		)	(350		)	(2		)	(262		)
Net loan charge-offs	(8,855		)	(4,298		)	(815		)	(1,815		)	(1,927		)	(9,489		)	(2,823		)	(2,287		)	(2,180		)	(2,199		)
Allowance for loan losses - end of period	73,328			73,328			75,626			74,941			75,256			75,183			75,183			76,506			77,293			77,973
Allowance for loan losses - acquired loan portfolio
Allowance for loan losses - beginning of period	500			—			—			—			500			500			500			500			500			500
Provision for loan losses	(500		)	—			—			—			(500		)	—			—			—			—			—
Allowance for loan losses - end of period	—			—			—			—			—			500			500			500			500			500
Total allowance for loan losses	$	73,328		$	73,328		$	75,626		$	74,941		$	75,256		$	75,683		$	75,683		$	77,006		$	77,793		$	78,473
Net loan charge-offs as a percent of average loans (quarterly amounts annualized)	0.13%			0.24%			0.05%			0.12%			0.14%			0.19%			0.21%			0.18%			0.18%			0.19%

12

Chemical Financial Corporation Announces Fourth Quarter and Full Year 2015 Operating Results

Selected Quarterly Information (Unaudited)

Chemical Financial Corporation

	4th Quarter 2015			3rd Quarter 2015			2nd Quarter 2015			1st Quarter 2015			4th Quarter 2014			3rd Quarter 2014			2nd Quarter 2014			1st Quarter 2014
	(Dollars in thousands, except per share data)
Summary of Operations
Interest income	$	80,629		$	78,851		$	69,679		$	62,630		$	61,807		$	56,629		$	55,180		$	53,645
Interest expense	5,153			5,234			3,944			3,450			3,563			3,561			3,720			3,866
Net interest income	75,476			73,617			65,735			59,180			58,244			53,068			51,460			49,779
Provision for loan losses	2,000			1,500			1,500			1,500			1,500			1,500			1,500			1,600
Net interest income after provision for loan losses	73,476			72,117			64,235			57,680			56,744			51,568			49,960			48,179
Noninterest income	20,052			20,215			20,674			19,275			18,227			15,351			15,801			13,716
Operating expenses	55,739			57,365			53,328			49,658			48,477			41,423			41,778			41,859
Acquisition-related expenses	2,085			900			3,457			1,362			4,139			1,279			647			323
Income before income taxes	35,704			34,067			28,124			25,935			22,355			24,217			23,336			19,713
Federal income tax expense	10,200			9,600			9,100			8,100			7,050			7,450			7,100			5,900
Net income	$	25,504		$	24,467		$	19,024		$	17,835		$	15,305		$	16,767		$	16,236		$	13,813
Net interest margin	3.64		%	3.55		%	3.59		%	3.55		%	3.62		%	3.59		%	3.59		%	3.53		%
Per Common Share Data
Net income:
Basic	$	0.67		$	0.64		$	0.54		$	0.54		$	0.47		$	0.51		$	0.54		$	0.46
Diluted	0.66			0.64			0.54			0.54			0.46			0.51			0.54			0.46
Diluted, excluding acquisition-related expenses	0.70			0.65			0.61			0.57			0.56			0.53			0.55			0.47
Cash dividends declared	0.26			0.26			0.24			0.24			0.24			0.24			0.23			0.23
Book value - period-end	26.62			26.18			25.74			24.68			24.32			24.47			24.22			23.63
Tangible book value - period-end	18.78			18.32			17.89			18.95			18.57			20.68			20.42			19.44
Market value - period-end	34.27			32.35			33.06			31.36			30.64			26.89			28.08			32.45

13

Chemical Financial Corporation Announces Fourth Quarter and Full Year 2015 Operating Results

Non-GAAP Financial Measures (Unaudited)

Chemical Financial Corporation

	Twelve Months Ended Dec 31, 2015			4th Quarter 2015			3rd Quarter 2015			2nd Quarter 2015			1st Quarter 2015			Twelve Months Ended Dec 31, 2014			4th Quarter 2014			3rd Quarter 2014			2nd Quarter 2014			1st Quarter 2014
	(Dollars in thousands, except per share data)
Non-GAAP Operating Results
Net Income
Net income, as reported	$	86,830		$	25,504		$	24,467		$	19,024		$	17,835		$	62,121		$	15,305		$	16,767		$	16,236		$	13,813
Acquisition-related expenses, net of tax	5,484			1,355			585			2,659			885			4,555			3,094			831			420			210
Net income, excluding acquisition-related expenses	$	92,314		$	26,859		$	25,052		$	21,683		$	18,720		$	66,676		$	18,399		$	17,598		$	16,656		$	14,023
Diluted Earnings Per Share
Diluted earnings per share, as reported	$	2.39		$	0.66		$	0.64		$	0.54		$	0.54		$	1.97		$	0.46		$	0.51		$	0.54		$	0.46
Effect of acquisition-related expenses, net of tax	0.15			0.04			0.01			0.07			0.03			0.14			0.10			0.02			0.01			0.01
Diluted earnings per share, excluding acquisition-related expenses	$	2.54		$	0.70		$	0.65		$	0.61		$	0.57		$	2.11		$	0.56		$	0.53		$	0.55		$	0.47
Return on Average Assets
Return on average assets, as reported	1.02		%	1.10		%	1.05		%	0.94		%	0.98		%	0.96		%	0.87		%	1.04		%	1.04		%	0.90		%
Effect of acquisition-related expenses, net of tax	0.07			0.06			0.03			0.13			0.05			0.07			0.17			0.05			0.03			0.02
Return on average assets, excluding acquisition-related expenses	1.09		%	1.16		%	1.08		%	1.07		%	1.03		%	1.03		%	1.04		%	1.09		%	1.07		%	0.92		%
Return on Average Shareholders' Equity
Return on average shareholders' equity, as reported	9.4		%	10.1		%	9.8		%	8.6		%	9.0		%	8.2		%	7.5		%	8.4		%	9.1		%	8.0		%
Effect of acquisition-related expenses, net of tax	0.6			0.6			0.3			1.2			0.5			0.6			1.6			0.4			0.3			0.1
Return on average shareholders' equity, excluding acquisition-related expenses	10.0		%	10.7		%	10.1		%	9.8		%	9.5		%	8.8		%	9.1		%	8.8		%	9.4		%	8.1		%

	Dec 31, 2015			Sept 30, 2015			June 30, 2015			Mar 31, 2015			Dec 31, 2014			Sept 30, 2014			June 30, 2014			Mar 31, 2014
	(Amounts in thousands, except per share data)
Tangible Book Value
Shareholders' equity, as reported	$	1,015,974		$	998,363		$	980,791		$	810,501		$	797,133		$	801,606		$	793,498		$	705,595
Goodwill, CDI and noncompete agreements, net of tax	(299,123		)	(299,681		)	(299,109		)	(187,991		)	(188,505		)	(124,149		)	(124,594		)	(125,040		)
Tangible shareholders' equity	$	716,851		$	698,682		$	681,682		$	622,510		$	608,628		$	677,457		$	668,904		$	580,555
Common shares outstanding	38,168			38,131			38,110			32,847			32,774			32,763			32,760			29,866
Book value per share (shareholders' equity, as reported, divided by common shares outstanding)	$	26.62		$	26.18		$	25.74		$	24.68		$	24.32		$	24.47		$	24.22		$	23.63
Tangible book value per share (tangible shareholders' equity divided by common shares outstanding)	$	18.78		$	18.32		$	17.89		$	18.95		$	18.57		$	20.68		$	20.42		$	19.44

14

EX-99.2

EXHIBIT 99.2