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): April 25, 2017

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))

Item 2.02 Results of Operations and Financial Condition.

On April 25, 2017, 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 April 25, 2017. 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.

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:	April 25, 2017	CHEMICAL FINANCIAL CORPORATION (Registrant)
		/s/ Dennis L. Klaeser
		Dennis L. Klaeser
		Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit Number Document

99.1 Press Release dated April 25, 2017. 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.

EX-99.1

Exhibit 99.1

For further information:

David B. Ramaker, CEO

Dennis L. Klaeser, CFO

989-839-5350

Chemical Financial Corporation Reports 2017First Quarter Operating Results

MIDLAND, MI, April 25, 2017 -- Chemical Financial Corporation ("Corporation" or "Chemical") (NASDAQ:CHFC) today announced 2017first quarter net income of $47.6 million, or $0.67 per diluted share, compared to 2016fourth quarter net income of $47.2 million, or $0.66 per diluted share and 2016first quarter net income of $23.6 million, or $0.60 per diluted share. Excluding transaction expenses and the change in fair value in loan servicing rights ("significant items"), net income in the first quarter of 2017 was $50.7 million, or $0.71 per diluted share, compared to $49.9 million, or $0.70 per diluted share, in the fourth quarter of 2016 and $25.3 million, or $0.65 per diluted share, in the first quarter of 2016.⁽¹⁾

During the first quarter of 2017, significant items included transaction expenses of $4.2 million and a $0.5 million detriment to earnings due to the change in fair value in loan servicing rights, compared to transaction expenses of $18.0 million in the fourth quarter of 2016, that were partially offset by $7.4 million of net gain on the sale of branches and a $6.3 million gain due to the change in fair value in loan servicing rights. Transaction expenses for the first quarter of 2016 were $2.6 million.

"We continue to make good progress towards our goal of being the preeminent Midwest Community Bank. Our first quarter 2017 financial results yielded solid underlying operating results. Importantly, we continued to generate strong organic loan growth, exceeding $280 million in the first quarter to bring our total organic loan growth over the past twelve months to more than $1 billion. During the quarter, we fast-tracked implementation of key infrastructure initiatives including significant risk management and compliance platform upgrades, accelerating the important benefits associated with those initiatives," noted David B. Ramaker, Chief Executive Officer and President of Chemical Financial Corporation. "Our operating expense run rate in the first quarter modestly exceeded expectations and, as a factor that we can control, will continue to be an area of significant focus as we move forward in 2017."

“We continue to build a great franchise, laying a strong foundation for future growth and enhanced shareholder value. In addition, the communities and markets we serve provide an attractive economic environment in which Chemical Bank can grow and prosper, and our talented team of bankers continues to capture an increasing share and range of our customers’ financial service needs.”

The Corporation's return on average assets was 1.09% during both the first quarter of 2017 and the fourth quarter of 2016, compared to 1.02% in the first quarter of 2016. The Corporation's return on average shareholders' equity was 7.4% in both the first quarter of 2017 and the fourth quarter of 2016, compared to 9.3% in the first quarter of 2016. Excluding significant items, the Corporation's return on average assets was 1.16% during both the first quarter of 2017 and the fourth quarter of 2016, compared to 1.09% in the first quarter of 2016 and the Corporation's return on average shareholders' equity was 7.8% in both the first quarter of 2017 and the fourth quarter of 2016, compared to 9.9% in the first quarter of 2016. ⁽²⁾ 

Net interest income was $130.1 million in the first quarter of 2017, $2.4 million, or 1.8%, lower than the fourth quarter of 2016 and $55.8 million, or 75.0%, higher than the first quarter of 2016. The decrease in net interest income in the first quarter of 2017 compared to the fourth quarter of 2016 was impacted by there being two less days in the quarter, a decrease in interest accretion from purchase accounting discounts on acquired loans and a reduction in prepayment fees recognized, partially offset by the positive impact of organic loan growth. The increase in net interest income in the first quarter of 2017 over the first quarter of 2016 was primarily attributable to loans acquired in the merger with Talmer Bancorp, Inc. ("Talmer"), although also partially attributable to organic loan growth. The Corporation experienced net organic loan growth of $282.6 million during the first quarter of 2017. The merger with Talmer added $4.88 billion of loans on August 31, 2016.

The net interest margin was 3.41% in the first quarter of 2017, compared to 3.48% in the fourth quarter of 2016 and 3.50% in the first quarter of 2016. The net interest margin (on a tax-equivalent basis) was 3.49% in the first quarter of 2017, compared to 3.56% in the fourth quarter of 2016 and 3.60% in the first quarter of 2016. ⁽³⁾ The decrease

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in the net interest margin (on a tax-equivalent basis) in the first quarter of 2017, compared to the fourth quarter of 2016, was largely attributable to lower average yields on the Corporation's loan portfolio resulting from a lower contribution of interest accretion from purchase accounting discounts on acquired loans and a reduction in prepayment fees recognized. Interest accretion from purchase accounting discounts on acquired loans contributed 12 basis points to the Corporation's net interest margin (on a tax-equivalent basis) in the first quarter of 2017, compared to 14 basis points in the fourth quarter of 2016 and three basis points in the first quarter of 2016.

The provision for loan losses was $4.1 million in the first quarter of 2017, compared to $6.3 million in the fourth quarter of 2016 and $1.5 million in the first quarter of 2016. The decrease in the provision for loan losses in the first quarter of 2017, compared to the fourth quarter of 2016, was primarily the result of overall credit quality and collateral position improvements, partially offset by organic growth in the loan portfolio. The increase in the provision for loan losses in the first quarter of 2017, compared to the first quarter of 2016, was primarily the result of an increase in organic growth in the loan portfolio.

Net loan charge-offs were $3.5 million, or 0.11% of average loans, in the first quarter of 2017, compared to $1.8 million, or 0.06% of average loans, in the fourth quarter of 2016 and $4.5 million, or 0.25% of average loans, in the first quarter of 2016. Net loan charge-offs in the first quarter of 2017 included $1.5 million of losses from one commercial loan relationship.

The Corporation's nonperforming loans totaled $47.8 million at March 31, 2017, compared to $44.3 million at December 31, 2016 and $53.4 million at March 31, 2016. Nonperforming loans comprised 0.36% of total loans at March 31, 2017, compared to 0.34% at December 31, 2016 and 0.73% at March 31, 2016. The decrease in the percentage of nonperforming loans to total loans at March 31, 2017, compared to March 31, 2016, was primarily due to $4.9 billion of total loans added as a result of the merger with Talmer, as none of these loans are classified as nonperforming after the merger date since they are recorded in loan pools at their estimated net realizable value in accordance with generally accepted accounting principles.

At March 31, 2017, the allowance for loan losses of the originated loan portfolio was $78.8 million, or 0.99% of originated loans, compared to $78.3 million, or 1.05% of originated loans, at December 31, 2016 and $70.3 million, or 1.17% of originated loans, at March 31, 2016. The allowance for loan losses of the originated loan portfolio as a percentage of nonperforming loans was 164.7% at March 31, 2017, compared to 176.5% at December 31, 2016 and 131.6% at March 31, 2016. The reduction in allowance for loan losses as a percentage of originated loans primarily reflects overall credit improvement and collateral position improvement on loans individually evaluated for impairment.

Noninterest income was $38.0 million in the first quarter of 2017, compared to $54.3 million in the fourth quarter of 2016 and $19.4 million in the first quarter of 2016. Noninterest income in the first quarter of 2017decreased compared to the fourth quarter of 2016 primarily due to the fourth quarter 2016 net gain on the sales of the Chicago, Illinois and Las Vegas, Nevada branches totaling $7.4 million and a $5.3 million decrease in mortgage banking revenue. Mortgage banking revenue included a $519 thousand detriment to earnings due to a change in fair value in loan servicing rights in the first quarter of 2017, compared to a benefit of $6.3 million in the fourth quarter of 2016. As of January 1, 2017, the Corporation elected to account for loan servicing rights previously accounted for under the lower of cost or fair value method under the fair value measurement method. This change in accounting policy did not impact the income statement retrospectively, but resulted in a positive balance sheet adjustment to retained earnings as of January 1, 2017 in the amount of $3.7 million. Noninterest income in the first quarter of 2017 was higher than the first quarter of 2016 due primarily to incremental revenue resulting from the merger with Talmer.

Operating expenses were $104.2 million in the first quarter of 2017, compared to $114.3 million in the fourth quarter of 2016 and $58.9 million in the first quarter of 2016. Operating expenses included transaction expenses of $4.2 million in the first quarter of 2017, $18.0 million in the fourth quarter of 2016 and $2.6 million in the first quarter of 2016. Excluding these transaction expenses, operating expenses were $100.0 million in the first quarter of 2017 compared to $96.3 million in the fourth quarter of 2016 and $56.3 million in the first quarter of 2016.⁽⁴⁾ The increase in operating expenses, excluding transaction expenses, in the first quarter of 2017, compared to the fourth quarter of 2016 was primarily due to increases in credit-related expenses of $2.2 million, mostly due to a reduction in the amount of gains on sales of other real estate, and employee benefits of $2.0 million primarily due to an increase in payroll taxes due to stock option exercises and the beginning of a new tax year. The increase in operating expenses, excluding

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transaction expenses, in the first quarter of 2017, compared to the first quarter of 2016, was primarily attributable to incremental expenses resulting from the merger with Talmer.

The effective tax rate was 20.5% in the first quarter of 2017, compared to 28.7% in the fourth quarter of 2016 and 29.2% in the first quarter of 2016. The decrease in the tax rate for the first quarter of 2017 compared to the prior and year ago quarters was primarily due to the tax benefit received from stock option exercises that occurred in the first quarter 2017 and growth in the Corporation's lending on real estate projects that receive either low income housing or historic tax credits.

The efficiency ratio is a measure of operating expenses as a percentage of net interest income and noninterest income. The Corporation's efficiency ratio was 62.0% in the first quarter of 2017, compared to 61.2% in the fourth quarter of 2016 and 62.8% in the first quarter of 2016. The Corporation's adjusted efficiency ratio, which excludes transaction expenses, changes in fair value of the loan servicing portfolio, amortization of intangibles and net gains on sales of branches, closed branch locations and investment securities, was 57.4% in the first quarter of 2017, compared to 53.7% in the fourth quarter of 2016 and 57.6% in the first quarter of 2016. ⁽⁵⁾  

Total assets were $17.64 billion at March 31, 2017, compared to $17.36 billion at December 31, 2016 and $9.30 billion at March 31, 2016. The increase in total assets during the three months ended March 31, 2017 was primarily attributable to loan growth that was funded by a combination of organic growth in customer deposits and an increase in FHLB advances. The increase in total assets during the twelve months ended March 31, 2017 was primarily attributable to the merger with Talmer in addition to organic loan growth.

Total loans were $13.27 billion at March 31, 2017, an increase of $282.6 million, or 2.2%, from total loans of $12.99 billion at December 31, 2016 and an increase of $5.91 billion, or 80.2%, from total loans of $7.37 billion at March 31, 2016. The Corporation experienced organic loan growth of $282.6 million during the first quarter of 2017 and $1.02 billion during the twelve months ended March 31, 2017. The Corporation added $4.88 billion of loans as part of the merger with Talmer on August 31, 2016.

Total deposits were $13.13 billion at March 31, 2017, compared to $12.87 billion at December 31, 2016 and $7.65 billion at March 31, 2016. The Corporation experienced organic growth in customer deposits of $259.2 million during the first quarter of 2017. The Corporation added $5.29 billion of deposits as part of the merger with Talmer, including $403.2 million of brokered deposits. The Corporation reduced the balance of brokered deposits by $318.5 million during the period of September 30, 2016 to March 31, 2017.

Securities sold under agreements to repurchase with customers were $398.9 million at March 31, 2017, compared to $343.0 million at December 31, 2016 and $283.4 million at March 31, 2016. Short-term borrowings were $900.0 million at March 31, 2017 and $825.0 million at December 31, 2016 and consisted of short-term FHLB advances utilized by the Corporation to fund short-term liquidity needs. Long-term borrowings were $490.9 million at March 31, 2017, compared to $597.8 million at December 31, 2016 and $273.7 million at March 31, 2016.

The Corporation's shareholders' equity to total assets ratio was 14.7% at March 31, 2017, compared to 14.9% at December 31, 2016 and 11.1% at March 31, 2016. The Corporation's tangible equity to tangible assets ratio and total risk-based capital ratio were 8.8% and 11.4% (estimated), respectively, at March 31, 2017 compared to 8.8% and 11.5%, respectively, at December 31, 2016 and 8.2% and 11.5%, respectively, at March 31, 2016. ⁽⁶⁾ The Corporation's book value was $36.56 per share at March 31, 2017, compared to $36.57 per share at December 31, 2016 and $26.99 per share at March 31, 2016. The Corporation's tangible book value was $20.32 per share at March 31, 2017, compared to $20.20 per share at December 31, 2016 and $19.20 per share at March 31, 2016. ⁽⁷⁾ 

(1) Net income, excluding significant items, and diluted earnings per share, excluding significant items, are non-GAAP financial measures. Please refer to the section entitled “Non-GAAP Financial Measures” in this press release and to the financial tables entitled “Reconciliation of Non-GAAP Financial Measures” for a reconciliation to the most directly comparable GAAP financial measures.

(2) Return on average assets, excluding significant items, and return on average shareholders’ equity, excluding significant items, are non-GAAP financial measures. Please refer to the section entitled “Non-GAAP Financial Measures” in this press release and to the financial tables entitled “Reconciliation of Non-GAAP Financial Measures” for a reconciliation to the most directly comparable GAAP financial measures.

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(3) Net interest margin, on a tax equivalent basis, is a non-GAAP financial measure. Please refer to the section entitled “Non-GAAP Financial Measures” in this press release and to the financial tables entitled “Average Balances, Fully Tax Equivalent (FTE) Interest and Effective Yields and Rates” for a reconciliation of net interest income used to compute net interest margin on a tax equivalent basis to the most directly comparable GAAP financial measure.

(4) Operating expenses excluding transaction expenses is a non-GAAP financial measure.

(5) Adjusted efficiency ratio is a non-GAAP financial measure. Please refer to the section entitled “Non-GAAP Financial Measures” in this press release and to the financial tables entitled “Reconciliation of Non-GAAP Financial Measures” for a reconciliation to the most directly comparable GAAP financial measure.

(6) Tangible equity to tangible assets ratio is a non-GAAP financial measure. Please refer to the section entitled “Non-GAAP Financial Measures” in this press release and to the financial tables entitled “Reconciliation of Non-GAAP Financial Measures” for a reconciliation to the most directly comparable GAAP financial measure.

(7) Tangible book value per share is a non-GAAP financial measure. Please refer to the section entitled “Non-GAAP Financial Measures” in this press release and to the financial tables entitled “Reconciliation of Non-GAAP Financial Measures” for a reconciliation to the most directly comparable GAAP financial measure.

Conference Call Details

Chemical Financial Corporation will host a conference call to discuss its first quarter2017 operating results on Wednesday, April 26, 2017, at 10:30 a.m. ET. Anyone interested may access the conference call on a live basis by dialing toll-free at 1-855-490-5692 and entering 268798 for the conference ID. The call will also be broadcast live over the Internet hosted at Chemical Financial Corporation's website at www.chemicalbank.com under the "Investor Info" section. A copy of the slide-show presentation and an audio replay of the call will remain available on Chemical Financial Corporation's website for at least 14 days.

About Chemical Financial Corporation

Chemical Financial Corporation is the largest banking company headquartered and operating branch offices in Michigan. The Corporation operates through its subsidiary bank, Chemical Bank, with 249 banking offices located primarily in Michigan, northeast Ohio and northern Indiana. At March 31, 2017, the Corporation had total assets of $17.64 billion. Chemical Financial Corporation's common stock trades on The NASDAQ Stock Market under the symbol CHFC and is one of the issuers comprising The NASDAQ Global Select Market and the S&P MidCap 400 Index. More information about the Corporation is available by visiting the investor relations section of its website at www.chemicalbank.com.

Non-GAAP Financial Measures

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 tangible assets ratio, tangible book value per share, presentation of net interest income and net interest margin on a fully taxable equivalent (FTE) basis, and information presented excluding transaction expenses or significant items, including net income, diluted earnings per share, return on average assets, return on average shareholders' equity, operating expenses and the efficiency ratio. 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. Reconciliations of non-GAAP financial measures to the most directly comparable GAAP financial measure may be found in the financial tables included with this press release.

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," "potential," "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

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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 Chemical's Annual Report on Form 10-K for the year ended December 31, 2016. 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.

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Chemical Financial Corporation Announces 2017First Quarter Operating Results

Consolidated Statements of Financial Position (Unaudited)

Chemical Financial Corporation

(In thousands, except per share data)

	March 31, 2017			December 31, 2016			March 31, 2016
Assets
Cash and cash equivalents:
Cash and cash due from banks	$	191,940		$	237,758		$	168,739
Interest-bearing deposits with the Federal Reserve Bank and other banks and federal funds sold	249,840			236,644			122,635
Total cash and cash equivalents	441,780			474,402			291,374
Investment securities:
Available-for-sale	1,275,846			1,234,964			514,015
Held-to-maturity	647,192			623,427			518,300
Total investment securities	1,923,038			1,858,391			1,032,315
Loans held-for-sale	39,123			81,830			9,667
Loans:
Total loans	13,273,392			12,990,779			7,366,885
Allowance for loan losses	(78,774		)	(78,268		)	(70,318		)
Net loans	13,194,618			12,912,511			7,296,567
Premises and equipment	142,763			145,012			105,868
Loan servicing rights	64,604			58,315			10,478
Goodwill	1,133,534			1,133,534			286,867
Other intangible assets	38,848			40,211			25,788
Interest receivable and other assets	658,665			650,973			244,708
Total Assets	$	17,636,973		$	17,355,179		$	9,303,632
Liabilities
Deposits:
Noninterest-bearing	$	3,399,287		$	3,341,520		$	1,951,193
Interest-bearing	9,733,060			9,531,602			5,698,923
Total deposits	13,132,347			12,873,122			7,650,116
Interest payable and other liabilities	114,789			134,637			64,120
Securities sold under agreements to repurchase with customers	398,910			343,047			283,383
Short-term borrowings	900,000			825,000			—
Long-term borrowings	490,876			597,847			273,722
Total liabilities	15,036,922			14,773,653			8,271,341
Shareholders' Equity
Preferred stock, no par value per share	—			—			—
Common stock, $1 par value per share	71,118			70,599			38,248
Additional paid-in capital	2,194,705			2,210,762			725,531
Retained earnings	372,193			340,201			295,202
Accumulated other comprehensive loss	(37,965		)	(40,036		)	(26,690		)
Total shareholders' equity	2,600,051			2,581,526			1,032,291
Total Liabilities and Shareholders' Equity	$	17,636,973		$	17,355,179		$	9,303,632

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Chemical Financial Corporation Announces 2017First Quarter Operating Results

Consolidated Statements of Income (Unaudited)

Chemical Financial Corporation

(In thousands, except per share data)

	Three Months Ended
	March 31, 2017			December 31, 2016			March 31, 2016
Interest Income
Interest and fees on loans	$	132,485		$	134,463		$	74,401
Interest on investment securities:
Taxable	4,756			4,687			1,929
Tax-exempt	4,235			3,940			2,665
Dividends on nonmarketable equity securities	621			582			256
Interest on deposits with the Federal Reserve Bank and other banks and federal funds sold	799			744			213
Total interest income	142,896			144,416			79,464
Interest Expense
Interest on deposits	8,916			8,866			4,059
Interest on short-term borrowings	1,658			875			100
Interest on long-term borrowings	2,225			2,228			975
Total interest expense	12,799			11,969			5,134
Net Interest Income	130,097			132,447			74,330
Provision for loan losses	4,050			6,272			1,500
Net interest income after provision for loan losses	126,047			126,175			72,830
Noninterest Income
Service charges and fees on deposit accounts	8,004			8,414			5,720
Wealth management revenue	5,827			6,034			5,201
Other charges and fees for customer services	8,891			9,981			6,392
Mortgage banking revenue	9,160			14,420			1,405
Gain on sale of investment securities	90			76			19
Gain on sale of branch offices	—			7,391			—
Other	6,038			7,948			682
Total noninterest income	38,010			54,264			19,419
Operating Expenses
Salaries, wages and employee benefits	60,248			57,631			33,890
Occupancy	7,392			7,644			4,905
Equipment and software	8,517			8,709			4,404
Merger and acquisition-related transaction expenses (transaction expenses)	4,167			18,016			2,594
Other	23,872			22,302			13,094
Total operating expenses	104,196			114,302			58,887
Income before income taxes	59,861			66,137			33,362
Income tax expense	12,257			18,969			9,757
Net Income	$	47,604		$	47,168		$	23,605
Earnings Per Common Share:
Weighted average common shares outstanding-basic	70,628			70,171			38,198
Weighted average common shares outstanding-diluted	71,415			71,304			38,521
Basic earnings per share	$	0.67		$	0.67		$	0.61
Diluted earnings per share	$	0.67		$	0.66		$	0.60
Cash Dividends Declared Per Common Share	$	0.27		$	0.27		$	0.26
Key Ratios (annualized where applicable):
Return on average assets	1.09		%	1.09		%	1.02		%
Return on average shareholders' equity	7.4		%	7.4		%	9.3		%
Net interest margin (tax-equivalent basis) (non-GAAP)	3.49		%	3.56		%	3.60		%
Efficiency ratio - GAAP	62.0		%	61.2		%	62.8		%
Efficiency ratio - adjusted (non-GAAP)	57.4		%	53.7		%	57.6		%

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Chemical Financial Corporation Announces 2017First Quarter Operating Results

Selected Quarterly Information (Unaudited)

Chemical Financial Corporation

(Dollars in thousands, except per share data)

	1st Quarter 2017			4th Quarter 2016			3rd Quarter 2016			2nd Quarter 2016			1st Quarter 2016
Summary of Operations
Interest income	$	142,896		$	144,416		$	103,562		$	82,937		$	79,464
Interest expense	12,799			11,969			6,753			5,442			5,134
Net interest income	130,097			132,447			96,809			77,495			74,330
Provision for loan losses	4,050			6,272			4,103			3,000			1,500
Net interest income after provision for loan losses	126,047			126,175			92,706			74,495			72,830
Noninterest income	38,010			54,264			27,770			20,897			19,419
Operating expenses, excluding transaction expenses (non-GAAP)	100,029			96,286			68,674			56,031			56,293
Transaction expenses	4,167			18,016			37,470			3,054			2,594
Income before income taxes	59,861			66,137			14,332			36,307			33,362
Income tax expense	12,257			18,969			2,848			10,532			9,757
Net income	$	47,604		$	47,168		$	11,484		$	25,775		$	23,605
Significant items, net of tax	3,046			2,781			25,921			1,985			1,686
Net income, excluding significant items	$	50,650		$	49,949		$	37,405		$	27,760		$	25,291
Per Common Share Data
Net income:
Basic	$	0.67		$	0.67		$	0.23		$	0.67		$	0.61
Diluted	0.67			0.66			0.23			0.67			0.60
Diluted, excluding significant items (non-GAAP)	0.71			0.70			0.75			0.72			0.65
Cash dividends declared	0.27			0.27			0.27			0.26			0.26
Book value - period-end	36.56			36.57			36.37			27.45			26.99
Tangible book value - period-end	20.32			20.20			19.99			19.68			19.20
Market value - period-end	51.15			54.17			44.13			37.29			35.69
Key Ratios (annualized where applicable)
Net interest margin (taxable equivalent basis) (non-GAAP)	3.49		%	3.56		%	3.58		%	3.70		%	3.60		%
Efficiency ratio - adjusted (non-GAAP)	57.4		%	53.7		%	53.2		%	54.6		%	57.6		%
Return on average assets	1.09		%	1.09		%	0.37		%	1.10		%	1.02		%
Return on average shareholders' equity	7.4		%	7.4		%	2.9		%	10.0		%	9.3		%
Average shareholders' equity as a percent of average assets	14.8		%	14.9		%	12.7		%	11.1		%	11.0		%
Capital ratios (period end):
Tangible shareholders' equity as a percent of tangible assets	8.8		%	8.8		%	8.7		%	8.2		%	8.2		%
Total risk-based capital ratio (1)	11.4		%	11.5		%	11.1		%	11.4		%	11.5		%

(1) Estimated at March 31, 2017.

8

Chemical Financial Corporation Announces 2017First Quarter Operating Results

Average Balances, Tax Equivalent Interest and Effective Yields and Rates (Unaudited)⁽¹⁾ 

Chemical Financial Corporation

(Dollars in thousands)

	Three Months Ended
	March 31, 2017								December 31, 2016								March 31, 2016
	Average Balance			Interest (FTE)			Effective Yield/Rate (1)		Average Balance			Interest (FTE)			Effective Yield/Rate (1)		Average Balance			Interest (FTE)			Effective Yield/Rate (1)
Assets
Interest-earning assets:
Loans (1)(2)	$	13,155,846		$	133,293		4.11	%	$	12,895,557		$	135,301		4.18	%	$	7,299,471		$	75,099		4.13	%
Taxable investment securities	1,005,489			4,756			1.89		1,065,453			4,687			1.76		554,524			1,929			1.39
Tax-exempt investment securities(1)	861,508			6,495			3.02		807,093			6,047			3.00		496,304			4,100			3.30
Other interest-earning assets	103,334			621			2.44		80,202			582			2.89		39,493			256			2.61
Interest-bearing deposits with the FRB and other banks and federal funds sold	269,288			799			1.20		307,802			744			0.96		136,919			213			0.63
Total interest-earning assets	15,395,465			145,964			3.83		15,156,107			147,361			3.87		8,526,711			81,597			3.84
Less: allowance for loan losses	(78,616		)						(74,822		)						(73,547		)
Other assets:
Cash and cash due from banks	229,203								245,613								158,277
Premises and equipment	146,044								144,652								105,959
Interest receivable and other assets	1,781,923								1,793,118								523,634
Total assets	$	17,474,019							$	17,264,668							$	9,241,034
Liabilities and shareholders' equity
Interest-bearing liabilities:
Interest-bearing demand deposits	$	2,898,061		$	1,018		0.14	%	$	2,680,241		$	1,266		0.19	%	$	1,953,626		$	468		0.10	%
Savings deposits	3,842,594			1,721			0.18		3,490,972			1,263			0.14		2,048,867			389			0.08
Time deposits	2,953,069			6,177			0.85		3,209,695			6,337			0.79		1,625,573			3,202			0.79
Short-term borrowings	1,225,888			1,658			0.55		949,292			875			0.38		349,699			100			0.12
Long-term borrowings	539,032			2,225			1.67		600,066			2,228			1.41		266,022			975			1.47
Total interest-bearing liabilities	11,458,644			12,799			0.45		10,930,266			11,969			0.44		6,243,787			5,134			0.33
Noninterest-bearing deposits	3,305,201			—			—		3,622,365			—			—		1,906,896			—			—
Total deposits and borrowed funds	14,763,845			12,799			0.35		14,552,631			11,969			0.33		8,150,683			5,134			0.25
Interest payable and other liabilities	125,673								147,094								72,422
Shareholders' equity	2,584,501								2,564,943								1,017,929
Total liabilities and shareholders' equity	$	17,474,019							$	17,264,668							$	9,241,034
Net Interest Spread (Average yield earned on interest-earning assets minus average rate paid on interest-bearing liabilities)							3.38	%							3.43	%							3.51	%
Net Interest Income (FTE)				$	133,165							$	135,392							$	76,463
Net Interest Margin (Net Interest Income (FTE) divided by total average interest-earning assets)							3.49	%							3.56	%							3.60	%
Reconciliation to Reported Net Interest Income
Net interest income, fully taxable equivalent (non-GAAP)				$	133,165							$	135,392							$	76,463
Adjustments for taxable equivalent interest (1):
Loans				(808		)						(838		)						(698		)
Tax-exempt investment securities				(2,260		)						(2,107		)						(1,435		)
Total taxable equivalent interest adjustments				(3,068		)						(2,945		)						(2,133		)
Net interest income (GAAP)				$	130,097							$	132,447							$	74,330
Net interest margin (GAAP)				3.41%								3.48		%						3.50		%

(1) Fully taxable equivalent (FTE) basis using a federal income tax rate of 35%. The presentation of net interest income on a FTE basis is not in accordance with GAAP, but is customary in the banking industry.

(2) 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 2017First Quarter Operating Results

Noninterest Income and Operating Expenses Information (Unaudited)

Chemical Financial Corporation

(Dollars in thousands)

	1st Quarter 2017		4th Quarter 2016		3rd Quarter 2016		2nd Quarter 2016		1st Quarter 2016
Noninterest income
Service charges and fees on deposit accounts	$	8,004	$	8,414	$	7,665	$	6,337	$	5,720
Wealth management revenue	5,827		6,034		5,584		5,782		5,201
Electronic banking fees	6,817		8,196		5,533		4,786		4,918
Mortgage banking revenue	9,160		14,420		4,439		1,595		1,405
Other fees for customer services	2,074		1,785		1,877		1,677		1,474
Gain on sale of investment securities	90		76		16		18		19
Gain on sale of branch offices	—		7,391		—		—		—
Other	6,038		7,948		2,656		702		682
Total noninterest income	$	38,010	$	54,264	$	27,770	$	20,897	$	19,419

	1st Quarter 2017		4th Quarter 2016			3rd Quarter 2016			2nd Quarter 2016			1st Quarter 2016
Operating expenses
Salaries and wages	$	48,526	$	47,936		$	33,841		$	26,887		$	26,743
Employee benefits	11,722		9,695			6,724			6,240			7,147
Occupancy	7,392		7,644			5,462			5,514			4,905
Equipment and software	8,517		8,709			6,420			4,875			4,404
Outside processing and service fees	7,511		7,290			5,365			4,833			3,711
FDIC insurance premiums	1,406		2,813			1,849			1,338			1,407
Professional fees	1,968		2,304			1,472			1,020			1,036
Intangible asset amortization	1,513		1,843			1,292			1,195			1,194
Credit-related expenses	1,200		(1,029		)	(371		)	(1,331		)	30
Transaction expenses	4,167		18,016			37,470			3,054			2,594
Other	10,274		9,081			6,620			5,460			5,716
Total operating expenses	$	104,196	$	114,302		$	106,144		$	59,085		$	58,887

10

Chemical Financial Corporation Announces 2017First Quarter Operating Results

Composition of Loans and Deposits and Additional Information on Intangible Assets (Unaudited)

Chemical Financial Corporation

(Dollars in Thousands)

	March 31, 2017		Dec. 31, 2016		Organic Growth - Three Months Ended March 31, 2017		Sept. 30, 2016		Talmer Merger Aug. 31, 2016		June 30, 2016		March 31, 2016		Organic Growth-Twelve Months Ended March 31, 2017
Composition of Loans
Commercial loan portfolio:
Commercial	$	3,253,608	$	3,217,300	1.1	%	$	3,199,576	$	1,223,179	$	1,953,301	$	1,922,259	5.6	%
Commercial real estate	4,097,771		3,973,140		3.1		3,733,377		1,589,900		2,157,733		2,143,051		17.0
Real estate construction	453,811		403,772		12.4		500,494		166,364		285,848		242,899		18.3
Subtotal - commercial loans	7,805,190		7,594,212		2.8		7,433,447		2,979,443		4,396,882		4,308,209		12.0
Consumer loan portfolio:
Residential mortgage	3,133,465		3,086,474		1.5		3,046,959		1,531,641		1,494,192		1,461,120		9.6
Consumer installment	1,481,057		1,433,884		3.3		1,335,707		158,835		1,048,622		897,078		47.4
Home equity	853,680		876,209		(2.6	)	899,676		212,483		707,573		700,478		(8.5	)
Subtotal - consumer loans	5,468,202		5,396,567		1.3		5,282,342		1,902,959		3,250,387		3,058,676		16.6
Total loans	$	13,273,392	$	12,990,779	2.2	%	$	12,715,789	$	4,882,402	$	7,647,269	$	7,366,885	13.9	%

	March 31, 2017		Dec. 31, 2016		Organic Growth - Three Months Ended March 31, 2017		Sept. 30, 2016		Talmer Merger Aug. 31, 2016		June 30, 2016		March 31, 2016		Organic Growth-Twelve Months Ended March 31, 2017
Composition of Deposits
Noninterest-bearing demand	$	3,399,287	$	3,341,520	1.7	%	$	3,264,934	$	1,236,902	$	2,007,629	$	1,951,193	10.8	%
Savings	1,752,040		1,662,115		5.4		1,650,276		549,428		1,107,558		1,080,940		11.3
Interest-bearing demand	2,900,546		2,825,801		2.6		3,316,635		894,748		1,819,865		2,005,053		—
Money market accounts	2,161,645		2,033,319		6.3		1,692,656		699,739		969,566		1,006,271		45.3
Brokered deposits	156,367		226,429		(30.9	)	474,902		403,210		173,092		186,143		(232.6	)
Other time deposits	2,762,462		2,783,938		(0.8	)	2,873,459		1,510,591		1,386,936		1,420,516		(11.9	)
Total deposits	$	13,132,347	$	12,873,122	2.0	%	$	13,272,862	$	5,294,618	$	7,464,646	$	7,650,116	2.5	%

	March 31, 2017		Dec 31, 2016		Sept 30, 2016		June 30, 2016		March 31, 2016
Additional Data - Intangibles
Goodwill	$	1,133,534	$	1,133,534	$	1,137,166	$	286,867	$	286,867
Loan servicing rights	64,604		58,315		51,393		9,677		10,478
Core deposit intangibles (CDI)	38,723		40,211		35,618		24,429		25,542
Noncompete agreements	125		—		82		164		246

11

Chemical Financial Corporation Announces 2017First Quarter Operating Results

Nonperforming Assets (Unaudited)

Chemical Financial Corporation

(Dollars in thousands)

	March 31, 2017		Dec 31, 2016		Sept 30, 2016		June 30, 2016		March 31, 2016
Nonperforming Assets
Nonperforming Loans (1):
Nonaccrual loans:
Commercial	$	16,717	$	13,178	$	13,742	$	14,577	$	19,264
Commercial real estate	20,828		19,877		19,914		21,325		25,859
Real estate construction	79		80		80		496		546
Residential mortgage	6,749		6,969		5,119		5,343		5,062
Consumer installment	755		879		378		285		360
Home equity	2,713		3,351		2,064		1,971		2,328
Total nonaccrual loans(1)	47,841		44,334		41,297		43,997		53,419
Other real estate and repossessed assets	16,395		17,187		20,730		8,440		9,248
Total nonperforming assets	$	64,236	$	61,521	$	62,027	$	52,437	$	62,667
Accruing loans contractually past due 90 days or more as to interest or principal payments, excluding acquired loans accounted for under ASC 310-30:
Commercial	2,646		11		221		3		370
Commercial real estate	700		277		739		3		—
Real estate construction	—		—		1,439		—		—
Residential mortgage	—		—		375		407		423
Home equity	1,169		995		628		1,071		679
Total accruing loans contractually past due 90 days or more as to interest or principal payments	$	4,515	$	1,283	$	3,402	$	1,484	$	1,472

(1) Acquired loans, accounted for under Accounting Standards Codification 310-30, that are not performing in accordance with contractual terms are not reported as nonperforming loans because these loans are recorded in pools at their net realizable value based on the principal and interest the Corporation expects to collect on these loans.

12

Chemical Financial Corporation Announces 2017First Quarter Operating Results

Summary of Allowance and Loan Loss Experience (Unaudited)

Chemical Financial Corporation

(Dollars in thousands)

	1st Quarter 2017			4th Quarter 2016			3rd Quarter 2016			2nd Quarter 2016			1st Quarter 2016
Allowance for loan losses - originated loan portfolio
Allowance for loan losses - beginning of period	$	78,268		$	73,775		$	71,506		$	70,318		$	73,328
Provision for loan losses	4,050			6,272			4,103			3,000			1,500
Net loan (charge-offs) recoveries:
Commercial	(1,999		)	(336		)	(150		)	(1,153		)	(3,115		)
Commercial real estate	730			(280		)	(154		)	(187		)	(440		)
Real estate construction	(9		)	36			(31		)	—			(11		)
Residential mortgage	(567		)	(236		)	(304		)	8			(172		)
Consumer installment	(1,310		)	(823		)	(1,137		)	(486		)	(602		)
Home equity	(389		)	(140		)	(58		)	6			(170		)
Net loan charge-offs	(3,544		)	(1,779		)	(1,834		)	(1,812		)	(4,510		)
Allowance for loan losses - end of period	78,774			78,268			73,775			71,506			70,318
Allowance for loan losses - acquired loan portfolio
Allowance for loan losses - beginning of period	—			—			—			—			—
Provision for loan losses	—			—			—			—			—
Allowance for loan losses - end of period	—			—			—			—			—
Total allowance for loan losses	$	78,774		$	78,268		$	73,775		$	71,506		$	70,318
Net loan charge-offs as a percent of average loans (quarterly amounts annualized)	0.11%			0.06%			0.08%			0.10%			0.25%

	March 31, 2017		Dec 31, 2016		Sept 30, 2016		June 30, 2016		March 31, 2016
Originated loans	$	7,959,769	$	7,458,401	$	6,755,931	$6,378,934		$	6,001,714
Acquired loans	5,313,623		5,532,378		5,959,858		1,268,335		1,365,171
Total loans	$	13,273,392	$	12,990,779	$	12,715,789	$	7,647,269	$	7,366,885
Allowance for loan losses as a percent of:
Total originated loans	0.99%		1.05%		1.09%		1.12%		1.17%
Nonperforming loans	164.7%		176.5%		178.6%		162.5%		131.6%
Credit mark as a percent of unpaid principal balance on acquired loans	2.8%		3.1%		3.0%		4.1%		4.5%

13

Chemical Financial Corporation Announces 2017First Quarter Operating Results

Reconciliation of Non-GAAP Financial Measures (Unaudited)

Chemical Financial Corporation

(Amounts in thousands)

	1st Quarter 2017			4th Quarter 2016			3rd Quarter 2016			2nd Quarter 2016			1st Quarter 2016
Non-GAAP Operating Results
Net Income
Net income, as reported	$	47,604		$	47,168		$	11,484		$	25,775		$	23,605
Transactions expenses	4,167			18,016			37,470			3,054			2,594
Gain on sales of branch offices	—			(7,391		)	—			—			—
Loan servicing rights change in fair valuation	519			(6,348		)	1,236			—			—
Significant items	4,686			4,277			38,706			3,054			2,594
Income tax benefit (1)	(1,640		)	(1,496		)	(12,785		)	(1,069		)	(908		)
Significant items, net of tax	3,046			2,781			25,921			1,985			1,686
Net income, excluding significant items	$	50,650		$	49,949		$	37,405		$	27,760		$	25,291
Diluted Earnings Per Share
Diluted earnings per share, as reported	$	0.67		$	0.66		$	0.23		$	0.67		$	0.60
Effect of significant items, net of tax	0.04			0.04			0.52			0.05			0.05
Diluted earnings per share, excluding significant items	$	0.71		$	0.70		$	0.75		$	0.72		$	0.65
Return on Average Assets
Return on average assets, as reported	1.09		%	1.09		%	0.37		%	1.10		%	1.02		%
Effect of significant items, net of tax	0.07			0.07			0.85			0.09			0.07
Return on average assets, excluding significant items	1.16		%	1.16		%	1.22		%	1.19		%	1.09		%
Return on Average Shareholders' Equity
Return on average shareholders' equity, as reported	7.4		%	7.4		%	2.9		%	10.0		%	9.3		%
Effect of significant items, net of tax	0.4			0.4			6.7			0.7			0.6
Return on average shareholders' equity, excluding significant items	7.8		%	7.8		%	9.6		%	10.7		%	9.9		%
Efficiency Ratio
Net interest income	$	130,097		$	132,447		$	96,809		$	77,495		$	74,330
Noninterest income	38,010			54,264			27,770			20,897			19,419
Total revenue - GAAP	168,107			186,711			124,579			98,392			93,749
Net interest income FTE adjustment	3,068			2,945			2,426			2,138			2,133
Loan servicing rights change in fair value (gains)losses	519			(6,348		)	1,236			—			—
Gain on sales of branch offices	—			(7,391		)	—			—			—
Gains from sale of investment securities gains and closed branch locations	(90		)	(76		)	(301		)	(123		)	(169		)
Total revenue - Non-GAAP	$	171,604		$	175,841		$	127,940		$	100,407		$	95,713
Operating expenses - GAAP	$	104,196		$	114,302		$	106,144		$	59,085		$	58,887
Transaction expenses	(4,167		)	(18,016		)	(37,470		)	(3,054		)	(2,594		)
Amortization of intangibles	(1,513		)	(1,843		)	(1,292		)	(1,195		)	(1,194		)
Operating expenses - Non-GAAP	$	98,516		$	94,443		$	67,382		$	54,836		$	55,099
Efficiency ratio - GAAP	62.0		%	61.2		%	85.2		%	60.1		%	62.8		%
Efficiency ratio - adjusted Non-GAAP	57.4		%	53.7		%	52.7		%	54.6		%	57.6		%

(1) Assumes transaction expenses and other significant items are deductible at an income tax rate of 35%, except for the impact of estimated nondeductible expenses incurred in periods when the Corporation completes merger and acquisition transactions.

14

Chemical Financial Corporation Announces 2017First Quarter Operating Results

Reconciliation of Non-GAAP Financial Measures (Unaudited)

Chemical Financial Corporation

(Amounts in thousands, except per share data)

	March 31, 2017			Dec 31, 2016			Sept 30, 2016			June 30, 2016			March 31, 2016
Tangible Book Value
Shareholders' equity, as reported	$	2,600,051		$	2,581,526		$	2,563,666		$	1,050,299		$	1,032,291
Goodwill, CDI and noncompete agreements, net of tax	(1,154,915		)	(1,155,617		)	(1,154,121		)	(297,044		)	(297,821		)
Tangible shareholders' equity	$	1,445,136		$	1,425,909		$	1,409,545		$	753,255		$	734,470
Common shares outstanding	71,118			70,599			70,497			38,267			38,248
Book value per share (shareholders' equity, as reported, divided by common shares outstanding)	$	36.56		$	36.57		$	36.37		$	27.45		$	26.99
Tangible book value per share (tangible shareholders' equity divided by common shares outstanding)	$	20.32		$	20.20		$	19.99		$	19.68		$	19.20
Tangible Shareholders' Equity to Tangible Assets
Total assets, as reported	$	17,636,973		$	17,355,179		$	17,383,637		$	9,514,172		$	9,303,632
Goodwill, CDI and noncompete agreements, net of tax	(1,154,915		)	(1,155,617		)	(1,154,121		)	(297,044		)	(297,821		)
Tangible assets	$	16,482,058		$	16,199,562		$	16,229,516		$	9,217,128		$	9,005,811
Shareholders' equity to total assets	14.7		%	14.9		%	14.7		%	11.0		%	11.1		%
Tangible shareholders' equity to tangible assets	8.8		%	8.8		%	8.7		%	8.2		%	8.2		%

15

EX-99.2

2017 First Quarter Earnings Release David B. Ramaker Chief Executive Officer Dennis L. Klaeser Chief Financial Officer April 26, 2017

This presentation and the accompanying presentation by management may contain forward-looking statements that are based on management's beliefs, assumptions, current expectations, estimates and projections about the financial services industry, the economy and Chemical Financial Corporation ("Chemical"). Words and phrases such as "anticipates," "believes," "continue," "estimates," "expects," "forecasts," "future," "intends," "is likely," "judgment," "look ahead," "look forward," "on schedule," “on track,” "opinion," "opportunity," "plans," "potential," "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 that 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 Chemical’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, Chemical’s ability to grow its core franchise, future cost savings, Chemical’s ability to maintain adequate liquidity and capital based on the requirements adopted by the Basel Committee on Banking Supervision and U.S. regulators and future changes in laws and regulations applicable to Chemical and the financial services industry in general. 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 Chemical, 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. Chemical undertakes no obligation to update, amend or clarify forward-looking statements, whether as a result of new information, future events or otherwise. Forward-Looking Statements & Other Information 2

In addition, risk factors include, but are not limited to, the risk factors described in Item 1A of Chemical’s Annual Report on Form 10-K for the year ended December 31, 2016. 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. Non-GAAP Financial Measures This presentation and the accompanying presentation by management contain certain non-GAAP financial disclosures that are not in accordance with U.S. generally accepted accounting principles ("GAAP"). Such non-GAAP financial measures include Chemical’s tangible equity to tangible assets ratio, tangible book value per share, presentation of net interest income and net interest margin on a fully taxable equivalent basis, and information presented excluding significant items, including net income, diluted earnings per share, return on average assets, return on average shareholders’ equity, operating expenses and efficiency ratio. Chemical uses non-GAAP financial measures to provide meaningful, supplemental information regarding its operational results and to enhance investors’ overall understanding of Chemical’s financial performance. The limitations associated with non- GAAP financial measures include the risk that persons might disagree as to the appropriateness of items comprising these measures and that different companies might calculate these measures differently. These disclosures should not be considered an alternative to Chemical’s GAAP results. See the Supplemental Financial Information included with this presentation for a reconciliation of the non-GAAP financial measures to the most directly comparable GAAP financial measures. Forward-Looking Statements & Other Information 3

Q1 2017 Highlights  Diluted earnings per share of $0.67, compared to $0.66 in the 4th qtr. 2016 and $0.60 in the 1st qtr. 2016  Diluted earnings per share, excluding significant items(1) of $0.71; up 1% from 4th qtr. 2016, and up 9% from 1st qtr. 2016(2)  Return on average assets and return on average equity of 1.09% and 7.4%, respectively, in 1st qtr. 2017 (1.16% and 7.8%, respectively, excluding significant items(1)(2))  Loan Growth  $283 million in 1st qtr. 2017 (13% commercial, 62% commercial real estate, 16% residential mortgage and 9% consumer loans)  Asset quality ratios  Nonperforming loans/total loans of 0.36% at 3/31/2017; up slightly from 0.34% at 12/31/2016, and down from 0.73% at 3/31/2016  Net loan charge-offs/average loans of 0.11%  Lower than normal tax rate primarily due to tax benefit from certain stock option exercises (1)Significant items include transaction expenses, net gain on the sale of branches and the change in fair value in loan servicing rights. (2)Denotes a non-GAAP financial measure. Refer to the Appendix for a reconciliation of non-GAAP financial measures. 4

(in thousands except per share data) 2017 1st Qtr. 2016 4th Qtr. 2016 1st Qtr. Net interest income $130,097 $132,447 $74,330 Provision for loan losses 4,050 6,272 1,500 Noninterest income 38,010 54,264 19,419 Operating expenses 104,196 114,302 58,887 Operating expenses, excl. transaction expenses(1) 100,029 96,286 56,293 Transaction expenses 4,167 18,016 2,594 Net income 47,604 47,168 23,605 Net Income, excl. significant items(1) 50,650 49,949 25,291 Diluted EPS 0.67 0.66 0.60 Diluted EPS, excl. significant items(1) 0.71 0.70 0.65 Return on Avg. Assets 1.09% 1.09% 1.02% Return on Avg. Shareholders’ Equity 7.4% 7.4% 9.3% Efficiency Ratio 62.0% 61.2% 62.8% Efficiency Ratio - Adjusted(1) 57.4% 53.7% 57.6% Equity/Total Assets 14.7% 14.9% 11.1% Tangible Equity/Total Assets(1) 8.8% 8.8% 8.2% Book Value/Share $36.56 $36.57 $26.99 Tangible Book Value/Share(1) $20.32 $20.20 $19.20 Prior Quarter Comparison  Lower net interest income due to two less days in Q1 compared to Q4 and lower loan interest accretion−partially offset by organic loan growth  Lower noninterest income due to Q4 branch sales and MSR fair value adjustments  Operating expenses reflect increases in credit-related expenses and payroll taxes due to stock option exercises  Decrease in provision for loan losses  Favorable tax credits Prior-Year Quarter Comparison  Impact of merger  Significant increase in net interest income, attributable to Talmer merger and $1.02 billion, or 13.9%, organic growth in total loans during the twelve months ended March 31, 2017 (1)Denotes a non-GAAP financial measure. Refer to the Appendix for a reconciliation of non-GAAP financial measures. Income Statement Highlights Financial Highlights 5

$17.8 $19.0 $24.5 $25.5 $23.6 $25.8 $11.5 $47.1 $47.6$26.0 $2.8 $3.1 $0.00 $0.50 $1.00 $0.0 $20.0 $40.0 $60.0 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 E P S N e t I n c o m e Significant items (after-tax) Net Income Diluted EPS, excluding significant items (non-GAAP)(3) $25.3(2)(3) 2015 2016 2017 (1)Net Income (2)Net Income, excluding significant items. (3)Denotes a non-GAAP financial measure. Please refer to the Appendix for a reconciliation of non-GAAP financial measures. 2016 Total: $108.0(1); $140.5(2)(3)2015 Total: $86.8(1); $92.3(2)(3) 2017 $49.9(2)(3) $50.7 (2)(3) Net Income Net Income Trending Upward ($ Millions, except EPS data) $0.71(3) 6 $0.57(3)

$3,254 $4,551 $3,133 $2,335 $1,332 $2,165 $1,672 $737 $1,922 $2,386 $1,461 $1,598 Commercial CRE/C&D Residential Consumer Loan Portfolio Composition ($ Millions) $109 $409 $140 $366Commercial CRE/C&D Residential Consumer $1,223 $1,756 $1,532 $371 Talmer Merger Aug. 31, 2016 $1,024 $4,882 $5,906 Total Loan Growth, Excluding Talmer Merger, Twelve Months Ended March 31, 2017 Growth – Twelve months ended March 31, 2017 March 31, 2016, $7,367 Total Loan Growth twelve months ended March 31, 2017 March 31, 2017, $13,273 7

$88 $277 $125 $347 $36 $175 $47 $25 Commercial CRE/C&D Residential Consumer $0 $100 $200 $300 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 2015 - $476 2016 - $837 2017 - $283 $15 $224 $181 $280 $56 $283$837 $96 $186 Loan Growth* ($ Millions) Quarterly Loan Growth Trends Loan Growth – 2016 Total* Loan Growth – 2017 Q1 $275 *Excludes the impact of the $4.88 billion of loans acquired in the Talmer merger. $283 8

1Q 2017 4Q 2016 2016 Total Originated Loan Portfolio Commercial $ 88 $177 $ 380 CRE/C&D 239 307 594 Residential 119 104 258 Consumer 56 114 418 Total Originated Loan Portfolio Growth $ 502 $702 $1,650 Acquired Loan Portfolio Commercial $ (52) $ (159) $(292) CRE/C&D (64) (164) (317) Residential (72) (65) (133) Consumer (31) (39) (71) Total Acquired Loan Portfolio Run-off $(219) $ (427) $(813) Total Loan Portfolio Commercial $ 36 $ 18 $ 88 CRE/C&D 175 143 277 Residential 47 39 125 Consumer 25 75 347 Total Loan Portfolio Growth $ 283 $275 $ 837 Loan Growth* – Originated v. Acquired Loan Growth (Run-off) ($ Millions) *Excludes the impact of the $4.88 billion of loans acquired in the Talmer merger. 9

$2.0 $2.0 $2.0 $1.4 $0.2 (1)Comprised of $621 million of growth in customer deposits offset by a $433 million decrease in brokered deposits. (2)Cost of deposits based on period averages. Total Deposits – March 31, 2016 $7.65 Total Deposits – March 31, 2017 $13.13 Organic $0.2, 2.4%(1) $1.3 $0.9 $1.2 $1.5 $0.4 Talmer Merger $5.3 $0.1 $0.7 ($0.2) ($0.4) Deposit Composition Total Deposits ($ Billions) $7,535 $7,528 $9,484 $13,003 $12,999 0.22% 0.23% 0.24% 0.27% 0.28% 0.00% 0.25% 0.50% $4,000 $9,000 $14,000 Q1 Q2 Q3 Q4 Q1 I n t e r e s t R a t e P a i d T o t a l A v e r a g e D e p o s i t s ( $ M i l l i o n s ) Deposits Cost of Deposits(2) Average Deposits ($ Millions) & Cost of Deposits (%) 2016 2017 $3.4 $2.9 $3.9 $2.7 $0.2 Noninterest-bearing Demand Deposits Interest-bearing Demand Deposits Savings Deposits Time Deposits Brokered Deposits 10

$10.2 $2.8 $1.5 Deposits: Time Deposits Customer Repurchase Agreements Wholesale borrowings (at Mar. 31, 2017: brokered deposits - $0.2, short and long term borrowings - $1.3) $0.4 Average Cost of Funds Q1 2017 – 0.35%Average Cost of Funds Q4 2016 – 0.33% $14.6 Billion $14.9 Billion $9.9 $2.8 $0.3 $1.6 Interest and noninterest-bearing, demand, savings, money market Average cost of wholesale borrowings – 1.06% Average cost of wholesale borrowings – 1.11% Funding Breakdown ($ Billions) December 31, 2016 March 31, 2017 11

$1.5 $1.5 $1.5 $2.0 $1.5 $3.0 $4.1 $6.3 $4.1 $1.9 $1.8 $0.8 $4.3 $4.5 $1.8 $1.8 $1.8 $3.5 $0.0 $3.5 $7.0 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Provision for Loan Losses Net Loan Losses $78 $71 $62 $51 $62 $44 $48 $0 $60 $120 YE 2011 YE 2012 YE 2013 YE 2014 YE 2015 YE 2016 2017 Q1 ALL NPLs 2015 2016 2017 Originated Loans ($ billions) $3.3 $3.8 $4.3 $5.0 $5.8 $7.5 $8.0 Acquired Loans ($ billions) 0.5 0.4 0.3 0.7 1.5 5.5 5.3 Total Loans ($ billions) $3.8 $4.2 $4.6 $5.7 $7.3 $13.0 $13.3 ALL $88 $84 $79 $76 $73 $78 $79 ALL/ Originated Loans 2.60% 2.22% 1.81% 1.51% 1.26% 1.05% 0.99% NPLs/ Total Loans 2.05% 1.71% 1.33% 0.89% 0.86% 0.34% 0.36% Credit Mark as a % of Unpaid Principal on Acquired Loans 6.6% 6.0% 7.8% 5.4% 4.4% 3.1% 3.2% Credit Quality ($ Millions, unless otherwise noted) Provision for Loan Losses vs. Net Loan Losses Nonperforming Loans (NPLs) and Allowance for Loan Losses (ALL) 12

$74.3 $77.5 $96.8 $132.4 $130.1 $40 $60 $80 $100 $120 $140 Q1 Q2 Q3 Q4 Q1 N e t I n t e r e s t I n c o m e ( $ M i l l i o n s ) Net Interest Income 3.60% 3.70% 3.58% 3.56% 3.49% 0.03% 0.11% 0.11% 0.14% 0.12% 4.13% 4.19% 4.12% 4.18% 4.11% 0.00% 2.50% 5.00% Q1 Q2 Q3 Q4 Q1 Net Interest Margin(1) and Loan Yields Net Interest Margin(1) Purchase Accounting Accretion on Loans Loan Yields 2016 2017 2016 2017 Net Interest Income Net Interest Income, Net Interest Margin and Loan Yields (Quarterly Trend) (1)Computed on a fully taxable equivalent basis (non-GAAP) using a federal income tax rate of 35%. Please refer to the Appendix for a reconciliation of non-GAAP financial measures. 13

$7.1 $7.2 $10.1 $25.4 $15.0 $5.2 $5.8 $5.6 $6.0 $5.8 $5.7 $6.3 $7.7 $8.4 $8.0 $1.4 $1.6 $4.4 $14.4 $9.2 $0.0 $30.0 $60.0 Q1 Q2 Q3 Q4 Q1 Other Wealth Management Service Charges Mortgage Banking Revenue 2016 2017 ( $ M i l l i o n s ) $19.4 $54.3* Non-Interest Income Quarterly *Significant items: $(0.5) million change in fair value in loan servicing rights in 2017 Q1 and $13.7 million (branch sales of $7.4 million and change in fair value in loan servicing rights of $6.3 million) in 2016 Q4 $38.0* $20.9 $27.8 14

$13.1 $12.5 $16.1 $22.3 $23.9 $33.9 $33.1 $40.6 $57.7 $60.2$4.9 $5.5 $5.5 $7.6 $7.4 $4.4 $4.9 $6.4 $8.7 $8.5 $2.6 $3.1 $37.5 $18.0 $4.2 $0.0 $60.0 $120.0 Q1 Q2 Q3 Q4 Q1 Other Compensation Occupancy Equipment Transaction Expenses $114.3 $104.2 2016 2017 ( $ M i l l i o n s ) $56.0 $59.1 $56.3 $58.9 $68.6 $106.1 Operating Expenses Quarterly $100.0$96.3 15

Peer Average 12/31/2016(1) CHFC 12/31/2016 CHFC 3/31/2017 Tangible Book Value / Share(2) NA $20.20 $20.32 Tangible Common Equity / Total Assets(2) 8.1% 8.8% 8.8% Tier 1 Capital(3) 10.8% 10.7% 10.6% Total Risk-Based Capital(3) 12.6% 11.5% 11.4% $20.32 $1.07 $1.04 $19.20 $2.87 $0.36 $0 $5 $10 $15 $20 $25 TBV @ 3/31/2016 Net Income (Excl. Transaction Expenses) Dividends Talmer AOCI Adj. & Other TBV @ 3/31/2017 Capital Tangible Book Value and Capital Ratios Tangible Book Value(2) (TBV) Roll Forward (1)Source SNL Financial – ASB, WTFC, CBSH, TCB, UMBF, PVTB, MBFI, ONB, FMBI and FFBC (ordered by asset size). (2)Denotes a non-GAAP financial measure. Refer to the Appendix for a reconciliation of non-GAAP financial measures. (3)Estimated at March 31, 2017 16

 Evolving macroeconomic environment suggests combination of headwinds and tailwinds; too early to predict outcome  Emphasize our strategy of being the Preeminent Midwest Community Bank  Focus on what we can control • Organic revenue growth and cost discipline • Concentrate on achieving cost savings and exploiting business synergy opportunities • Continue to build out and enhance risk management practices Closing Comments 17

Full Year 1Q 2017 4Q 2016 1Q 2016 2016 2015 Shareholders’ equity $ 2,600,051 $ 2,581,526 $ 1,032,291 Goodwill, CDI and non-compete agreements, net of tax (1,154,915) (1,155,617) (297,821) Tangible shareholders’ equity $ 1,445,136 $ 1,425,909 $ 734,470 Common shares outstanding 71,118 70,599 38,248 Tangible book value per share $20.32 $20.20 $19.20 Total assets $ 17,636,973 $17,355,179 $ 9,303,632 Goodwill, CDI and non-compete agreements, net of tax (1,154,915) (1,155,617) (297,821) Tangible assets $ 16,482,058 $16,199,562 $ 9,005,811 Tangible shareholders’ equity to tangible assets 8.8% 8.8% 8.2% Net income $47,604 $47,168 $23,605 $108,032 $86,830 Significant items, net of tax 3,046 2,781 1,686 32,373 5,484 Net income, excl. significant items $50,650 $49,949 $25,291 $140,405 $92,314 Diluted earnings per share $0.67 $0.66 $0.60 Effect of significant items, net of tax 0.04 0.04 0.05 Diluted earnings per share, excl. significant items $0.71 $0.70 $0.65 Average assets $ 17,474,019 $17,264,688 $9,241,034 Return on average assets 1.09% 1.09% 1.02% Effect of significant items, net of tax 0.07% 0.07% 0.07% Return on average assets, excl. significant items 1.16% 1.16% 1.09% Average shareholders’ equity $ 2,584,501 $ 2,564,943 $1,017,929 Return on average shareholders’ equity 7.4% 7.4% 9.3% Effect of significant items, net of tax 0.4% 0.4% 0.6% Return on average shareholders’ equity, excl. significant items 7.8% 7.8% 9.9% Appendix: Non-GAAP Reconciliation (Dollars in thousands, except per share data) 18

1Q 2017 4Q 2016 1Q 2016 Efficiency Ratio: Total revenue – GAAP $ 168,107 $ 186,711 $93,749 Net interest income FTE adjustment 3,068 2,945 2,133 Significant items 429 (13,815) (169) Total revenue – Non-GAAP $ 171,604 $175,841 $95,713 Operating expenses – GAAP $ 104,196 $114,302 $58,887 Transaction expenses (4,167) (18,016) (2,594) Amortization of intangibles (1,513) (1,843) (1,194) Operating expenses – Non-GAAP $ 98,516 $ 94,443 $55,099 Efficiency ratio – GAAP 62.0% 61.2% 62.8% Efficiency ratio – adjusted 57.4% 53.7% 57.6% Net Interest Margin: Net interest income – GAAP $ 130,097 $132,447 $74,330 Adjustments for tax equivalent interest: Loans 808 838 698 Investment securities 2,260 2,107 1,435 Total taxable equivalent adjustments 3,068 2,945 2,133 Net interest income (on a tax equivalent basis) $133,165 $135,392 $76,463 Average interest-earning assets $15,395,465 $15,156,107 $8,526,711 Net interest margin – GAAP 3.41% 3.48% 3.50% Net interest margin (on a tax-equivalent basis) 3.49% 3.56% 3.60% Appendix: Non-GAAP Reconciliation (Dollars in thousands, except per share data) 19