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 23, 2018

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    o

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

Item 2.02 Results of Operations and Financial Condition.

On January 23, 2018, 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 8.01 Other Events.

On January 23, 2018, the Board of Directors of Chemical Financial Corporation declared a quarterly dividend of $0.28 per share to be paid on March 16, 2018 to our shareholders of record on March 2, 2018.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

99.1 Press Release dated January 23, 2018. 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:	January 23, 2018	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 January 23, 2018. 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 T. Provost, CEO

Dennis L. Klaeser, CFO

989-839-5350

Chemical Financial Corporation reports fourth quarter2017 net income of $9.4 million, representing $0.13 of earnings per diluted average share

Chemical Financial Corporation declares cash dividend on common stock of $0.28 per share

MIDLAND, MI, January 23, 2018 -- Chemical Financial Corporation ("Corporation" or "Chemical") (NASDAQ:CHFC) today announced 2017fourth quarter net income of $9.4 million, or $0.13 per diluted share, compared to 2017third quarter net income of $40.5 million, or $0.56 per diluted share, and 2016fourth quarter net income of $47.2 million, or $0.66 per diluted share. For the year ended December 31, 2017, net income was $149.5 million, or $2.08 per diluted share, compared to net income for the year ended December 31, 2016 of $108.0 million, or $2.17 per diluted share. Net income, excluding significant items, a non-GAAP financial measure, which excludes the fourth quarter of 2017 charge to income tax expense of $46.7 million resulting from the revaluation of Corporation's net deferred tax assets completed following the signing of the Tax Cuts and Jobs Act in December 2017, merger and restructuring expenses of $2.6 million and fourth quarter of 2017 losses of $7.6 million on sales of investment securities as part of the Corporation's treasury and tax management objectives (which we collectively refer to herein as "significant items"), was $62.7 million, or $0.87 per diluted share, in the fourth quarter of 2017.⁽¹⁾ Third quarter of 2017 net income, excluding significant items (merger and restructuring expenses of $21.2 million) was $54.2 million, or $0.76 per diluted share, and fourth quarter of 2016 net income, excluding significant items (merger expenses of $18.0 million and a $7.4 million net gain on the sale of branches) was $54.1 million, or $0.75 per diluted share.⁽¹⁾ Net income for the full year 2017, excluding significant items was $219.6 million, or $3.06 per diluted share, compared to $143.7 million, or $2.88 per diluted share for the full year 2016.⁽¹⁾ In addition, on January 23, 2018, the Board of Directors of the Corporation declared a first quarter of 2018 dividend on its common stock of $0.28 per share. The first quarter of 2018 dividend will be payable on March 16, 2018, to shareholders of record on March 2, 2018.

"We are pleased with our results for the quarter, including improved efficiency resulting from our restructuring efforts, high quality loan growth, maintaining a stable net interest margin and making headway on new commercial banker hires," noted David T. Provost, Chief Executive Officer of the Corporation and Thomas C. Shafer, Vice Chairman of the Corporation and Chief Executive Office of Chemical Bank. "We believe the efforts that we have undergone put us in a solid position for a successful 2018. We look forward to further growth in our markets to be achieved through investments in expanding our commercial lending and banking teams in high growth areas, key management and operation staff adds to support our customer service enhancements and enhancing our core systems."

The Corporation's return on average assets was 0.20% during the fourth quarter of 2017, compared to 0.86% in the third quarter of 2017, and 1.09% in the fourth quarter of 2016. The Corporation's return on average shareholders' equity was 1.4% in the fourth quarter of 2017, compared to 6.1% in the third quarter of 2017, and 7.4% in the fourth quarter of 2016. The Corporation's return on average assets, excluding significant items, a non-GAAP financial measure, was 1.31% in the fourth quarter of 2017, compared to 1.15% in the third quarter of 2017, and 1.25% in the fourth quarter of 2016.⁽¹⁾ The Corporation's return on average shareholders' equity, excluding significant items, a non-GAAP financial measure, was 9.4% in the fourth quarter of 2017, compared to 8.2% in the third quarter of 2017, and 8.4% in the fourth quarter of 2016.⁽¹⁾ The Corporation's return on average tangible shareholders' equity was 2.5% in the fourth quarter of 2017, compared to 10.9% in the third quarter of 2017, and 13.4% in the fourth quarter of 2016. The Corporation's return on average tangible equity, excluding significant items, a non-GAAP financial measure, was 16.5% in the fourth quarter of 2017, compared to 14.6% during the third quarter of 2017, and 15.3% in the fourth quarter of 2016.⁽¹⁾ 

1

Net interest income was $145.9 million in the fourth quarter of 2017, $2.3 million, or 1.6%, higher than the third quarter of 2017, and $13.5 million, or 10.2%, higher than the fourth quarter of 2016. The higher net interest income in the fourth quarter of 2017, compared to both the third quarter of 2017 and the fourth quarter of 2016 was primarily attributable to increases in average loans and investment securities. The Corporation experienced net loan growth of $321.9 million during the fourth quarter of 2017 and $1.16 billion during the year ended December 31, 2017.

The net interest margin was 3.39% in the fourth quarter of 2017, compared to 3.40% in the third quarter of 2017 and 3.48% in the fourth quarter of 2016. The net interest margin, on a tax-equivalent basis, a non-GAAP financial measure, was 3.47% in the fourth quarter of 2017, compared to 3.48% in the third quarter of 2017, and 3.56% in the fourth quarter of 2016.⁽¹⁾ The average yield on the loan portfolio was 4.31% in both the fourth and third quarters of 2017, compared to 4.18% in the fourth quarter of 2016. Interest accretion from purchase accounting discounts on acquired loans contributed 22 basis points to the Corporation's net interest margin, on a tax-equivalent basis, in the fourth quarter of 2017, compared to 23 basis points in the third quarter of 2017, and 14 basis points in the fourth quarter of 2016. The Corporation's average cost of funds was 0.56% in the fourth quarter of 2017, compared to 0.53% in the third quarter of 2017, and 0.33% in the fourth quarter of 2016.

Net interest income was $557.6 million for the year ended December 31, 2017, $176.5 million, or 46.3%, higher than the year ended December 31, 2016. The average balance of loans outstanding during the year ended December 31, 2017 were up $4.30 billion compared to the prior year, with the increase driven by $4.88 billion of loans added on August 31, 2016 from the Corporation's merger with Talmer Bancorp Inc. ("Talmer"), and $1.16 billion of originated loan growth during 2017. The net interest margin was 3.40% in 2017 and 3.51% in 2016. The net interest margin, on a tax equivalent basis, a non-GAAP financial measure, was 3.48% in 2017, compared to 3.60% in 2016.⁽¹⁾ 

The provision for loan losses was $7.5 million in the fourth quarter of 2017, compared to $5.5 million in the third quarter of 2017 and $6.3 million in the fourth quarter of 2016. The increase in the provision for loan losses in the fourth quarter of 2017, compared to the third quarter of 2017 and the fourth quarter of 2016, was primarily the result of an increase in originated loan growth. The provision for loan losses was $23.3 million for the year ended December 31, 2017, compared to $14.9 million for the year ended December 31, 2016, with the increase primarily due to an increase in originated loan growth. All acquired loans were recorded at their estimated fair value at each respective acquisition date without a carryover of the related allowance and, as of December 31, 2017, no allowance was determined to be needed for this population of loans.

Net loan charge-offs were $1.4 million, or 0.04% of average loans, in the fourth quarter of 2017, compared to $3.5 million, or 0.10% of average loans, in the third quarter of 2017 and $1.8 million, or 0.06% of average loans, in the fourth quarter of 2016. The decrease in net loan charge-offs in the fourth quarter of 2017, compared to the third quarter of 2017, was primarily due to one commercial loan relationship charge-off in the third quarter of 2017 and an increase in recoveries on commercial real estate loans in the fourth quarter of 2017. The decrease in net loan charge-offs in the fourth quarter of 2017, compared to the fourth quarter of 2016, was primarily attributable to an increase in net recoveries on commercial real estate loans in the fourth quarter of 2017. Net loan charge-offs totaled $9.7 million, or 0.07% of average loans, during the year ended December 31, 2017, compared to $9.9 million, or 0.11% of average loans, during the year ended December 31, 2016.

The Corporation's nonperforming loans totaled $63.1 million at December 31, 2017, compared to $54.3 million at September 30, 2017 and $44.3 million at December 31, 2016. Nonperforming loans comprised 0.45% of total loans at December 31, 2017, compared to 0.39% at September 30, 2017, and 0.34% at December 31, 2016. The increase in nonperforming loans as a percentage of total loans at December 31, 2017, compared to December 31, 2016, was primarily due to previously accruing commercial troubled debt restructurings downgraded to nonaccrual status.

The allowance for loan losses for the originated loan portfolio was $91.9 million, or 0.94% of originated loans at December 31, 2017, compared to $85.2 million, or 0.93% of originated loans, at September 30, 2017 and $78.3 million, or 1.05% of originated loans, at December 31, 2016. The increase in the allowance for loan losses for

2

the originated portfolio reflects organic growth in the loan portfolio and an increase in the allowance coverage needed for loans that are individually evaluated for impairment. The allowance for loan losses for the originated loan portfolio as a percentage of nonperforming loans was 145.6% at December 31, 2017, compared to 156.9% at September 30, 2017, and 176.5% at December 31, 2016. The third quarter of 2017 allowance for loan losses for the acquired loan portfolio of $0.6 million was reversed during the fourth quarter of 2017, due to improvement identified in the quarterly re-estimation of cash flows.

Noninterest income was $32.3 million in the fourth quarter of 2017, compared to $32.1 million in the third quarter of 2017, and $54.3 million in the fourth quarter of 2016. Noninterest income in the fourth quarter of 2017 was slightly higher than the third quarter of 2017, primarily due to increases in net gain on sale of loans and other mortgage banking revenue and interest rate swap fee income, included within other income, partially offset by $7.6 million of losses on sale of investment securities incurred in the fourth quarter of 2017, as part of the Corporation's treasury and tax management objectives. Noninterest income in the fourth quarter of 2017 was lower than the fourth quarter of 2016 primarily due to the losses on sales of investment securities recognized in the fourth quarter of 2017, a decrease in net gain on sale of loans and other mortgage banking revenue, and the fourth quarter of 2016 gain on sale of branches. Net gain on sale of loans and other mortgage banking revenue included a $13 thousand detriment to earnings due to a change in fair value in loan servicing rights in the fourth quarter of 2017, compared to a $4.0 million detriment in the third quarter of 2017, and a benefit of $6.3 million in the fourth quarter of 2016. Noninterest income was $144.0 million for the year ended December 31, 2017, compared to $122.4 million in 2016, which increased primarily due to incremental revenue resulting from the merger with Talmer.

Operating expenses were $100.0 million in the fourth quarter of 2017, compared to $119.5 million in the third quarter of 2017, and $114.3 million in the fourth quarter of 2016. Operating expenses included merger and restructuring expenses of $2.6 million in the fourth quarter of 2017, $21.2 million in the third quarter of 2017, and $18.0 million in the fourth quarter of 2016. Fourth quarter of 2017 included $6.2 million of impairment related to federal historic tax credits placed into service during the quarter, included within other operating expense, compared to $3.1 million in the third quarter of 2017. Core operating expenses, a non-GAAP financial measure, which excludes merger and restructuring expenses and the impairment of federal historic tax credits, were $91.3 million in the fourth quarter of 2017, a decrease of $3.9 million, compared to $95.2 million in the third quarter of 2017^, primarily due to the impact of the Corporation's restructuring efforts that began in the third quarter of 2017.⁽¹⁾

Operating expenses were $422.0 million for the year ended December 31, 2017, compared to $338.4 million in 2016. Operating expenses included merger and restructuring expenses of $28.4 million in 2017 and $61.1 million in 2016. The year ended December 31, 2017 also included $9.3 million of impairment related to federal historic tax credits placed into service, included within other operating expenses. Core operating expenses, a non-GAAP financial measure, which excludes merger and restructuring expenses and the impairment of federal historic tax credits, were $384.3 million in 2017, compared to $277.3 million in 2016, with the increase due primarily to incremental expenses resulting from the merger with Talmer.⁽¹⁾ 

The Corporation's effective tax rate was 86.6% in the fourth quarter of 2017, compared to 20.2% in the third quarter of 2017 and 28.7% in the fourth quarter of 2016. The tax rate for the fourth quarter of 2017 was impacted by the $46.7 million charge to income tax expense as a result of the revaluation of Corporation's net deferred tax assets and the benefit of federal historic tax credits placed into service during the quarter. The tax rate for the third quarter of 2017 benefited from a federal historic tax credit placed into service during the quarter. The income tax benefit from the tax credits placed into service were partially offset by the impairment recorded on the same tax credits included within other operating expenses. The effective tax rate for the year ended December 31, 2017 was 41.7%, compared to 28.0% for 2016. Excluding the impact of the revaluation of net deferred tax assets in the fourth quarter of 2017 and the benefit of federal historic tax credits placed into service, the effective tax rate for the year ended December 31, 2017 was 27.1%.

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 56.1% in the fourth quarter of 2017, 68.0% in the third quarter of 2017, and 61.2% in the fourth quarter of 2016. The Corporation's efficiency ratio was 60.1% for the year ended

3

December 31, 2017 and 67.2% for 2016. The Corporation's adjusted efficiency ratio, a non-GAAP financial measure, which excludes significant items, amortization of intangibles, impairment of income tax credits, the net interest income FTE adjustment, the change in fair value on loan servicing rights, and losses/gains from sale of investment securities and closed branch locations, was 47.4% in the fourth quarter of 2017, 51.2% in the third quarter of 2017 and 53.7% in the fourth quarter of 2016. The Corporation's adjusted efficiency ratio was 51.9% for the year ended December 31, 2017 and 54.4% for 2016.⁽¹⁾ 

Total assets were $19.28 billion at December 31, 2017, compared to $19.35 billion at September 30, 2017, and $17.36 billion at December 31, 2016. The decrease in total assets during the fourth quarter of 2017 was primarily attributable to a decrease in interest-bearing deposits with the Federal Reserve Bank and a reduction in net deferred tax assets, included within interest receivable and other assets, as a result of the revaluation of the net deferred tax assets, partially offset by loan growth.

Total loans were $14.16 billion at December 31, 2017, up $321.9 million, or 2.3%, from total loans of $13.83 billion at September 30, 2017, and up $1.16 billion, or 9.0%, from total loans of $12.99 billion at December 31, 2016. Originated loan growth was $591.3 million in the fourth quarter of 2017, compared to $496.5 million in the third quarter of 2017, and $702.5 million in the fourth quarter of 2016. The growth in the originated loan portfolio was partially offset by run-off in the acquired loan portfolio of $269.4 million in the fourth quarter of 2017, compared to $330.5 million in the third quarter of 2017, and $427.5 million in the fourth quarter of 2016.

Investment securities available-for-sale were $1.96 billion at December 31, 2017, a decrease of $66.1 million, from $2.03 billion at September 30, 2017. The decrease was primarily the result of the sale of approximately $400 million of securities in a loss position sold late in the fourth quarter of 2017 as part of treasury and tax management objectives set into place associated with the passing the Tax Cuts and Jobs Act in December of 2017, partially offset by reinvesting a portion of the proceeds in new securities prior to year end. The sale of these securities late in the fourth quarter of 2017 resulted in a loss on sale of investment securities of $7.6 million.

Total deposits were $13.64 billion at December 31, 2017, compared to $13.81 billion at September 30, 2017, and $12.87 billion at December 31, 2016. The decrease in deposits during the fourth quarter of 2017 was primarily due to a decline in interest-bearing demand deposits. The Corporation experienced net run-off in customer deposits of $163.1 million during the fourth quarter of 2017 primarily due to a seasonal decline in municipal deposits; however, the Corporation experienced net organic growth in customer deposits of $862.6 million for the year ended December 31, 2017.

Securities sold under agreements to repurchase with customers were $415.2 million at December 31, 2017, compared to $414.6 million at September 30, 2017, and $343.0 million at December 31, 2016. Short-term borrowings were $2.00 billion at December 31, 2017, compared to $1.90 billion at September 30, 2017, and $0.83 billion 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 $372.9 million at December 31, 2017, compared to $397.8 million at September 30, 2017, and $597.8 million at December 31, 2016. The increase in short-term borrowings during the year ended December 31, 2017 was primarily utilized to fund loan growth and increase the investment securities portfolio.

The Corporation's shareholders' equity to total assets ratio was 13.8% at December 31, 2017, compared to 13.8% at September 30, 2017, and 14.9% at December 31, 2016. The Corporation's tangible shareholders' equity to assets ratio, a non-GAAP financial measure, and total risk-based capital ratio, were 8.3% and 10.9% (estimated), respectively, at December 31, 2017, compared to 8.3% and 11.2%, respectively, at September 30, 2017, and 8.8% and 11.5%, respectively, at December 31, 2016.⁽¹⁾ The Corporation's book value was $37.48 per share at December 31, 2017, compared to $37.57 per share at September 30, 2017 and $36.57 per share at December 31, 2016. The Corporation's tangible book value, a non-GAAP financial measure, was $21.21 per share at December 31, 2017, compared to $21.36 per share at September 30, 2017, and $20.20 per share at December 31, 2016.⁽¹⁾ 

4

(1) 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.

Conference Call Details

Chemical Financial Corporation will host a conference call to discuss its fourth quarter and full year 2017 operating results on Wednesday, January 24, 2018 at 10:30 am ET. Anyone interested may access the conference call on a live basis by dialing toll-free at 1-888-523-1194 and entering 462654 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 212 banking offices located in Michigan, northeast Ohio and northern Indiana. At December 31, 2017, the Corporation had total assets of $19.28 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 Info" 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 including measures that exclude significant items, net income, diluted earnings per share, return on average assets and return on average shareholders' equity, 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, core operating expenses (which excludes merger and restructuring expenses and impairment of income tax credits), operating expenses-efficiency ratio (which excludes merger and restructuring expenses, impairment of federal historic tax credits and amortization of intangibles), and the adjusted efficiency ratio (which excludes significant items, impairment of federal historic tax credits, loan servicing rights change in fair value gains (losses), amortization of intangibles, net interest income FTE adjustments, (losses) gains from sale of investment securities and closed branch locations).

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. However, these non-GAAP financial measures have inherent limitations and should not be considered in isolation or as a substitute for GAAP measures. In addition, because non-GAAP measures are not standardized, it may not be possible to compare the non-GAAP historical measures in this press release with other companies non-GAAP financial measures. 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.

5

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. These statements include, among others, statements related to our belief that the efforts that we have undergone will put the Corporation in a solid position for a successful 2018, statements about growth in the Corporation's markets to be achieved through investments and expanding commercial lending and banking teams, and our expectations regarding operating expenses related to our restructuring efforts. 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.

Forward-looking 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. Accordingly, such 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, without limitation, a downturn in the economy, particularly in our markets, volatile credit and financial markets both domestic and foreign, potential deterioration in real estate value, regulatory changes, excessive loan losses, the Corporation's inability to attract and retain new commercial lenders and other bankers as well as key operations staff in light of competition for experienced employees in the banking industry, the Corporation's inability to execute on its strategy to expand investments and commercial lending, the Corporation's inability to grow its deposits while reducing the number of physical branches that is operates, and negative reactions to the restructuring efforts by Chemical Bank's customers, employees and other counterparties.

In addition, 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, 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.

6

Chemical Financial Corporation Announces Fourth Quarter and Full Year 2017 Operating Results

Consolidated Statements of Financial Position (Unaudited)

Chemical Financial Corporation

(In thousands, except per share data)

	December 31, 2017			September 30, 2017			December 31, 2016
Assets
Cash and cash equivalents:
Cash and cash due from banks	$	226,003		$	223,498		$	237,758
Interest-bearing deposits with the Federal Reserve Bank and other banks and federal funds sold	229,988			485,713			236,644
Total cash and cash equivalents	455,991			709,211			474,402
Investment securities:
Available-for-sale	1,963,546			2,029,672			1,234,964
Held-to-maturity	677,093			657,176			623,427
Total investment securities	2,640,639			2,686,848			1,858,391
Loans held-for-sale	52,133			87,198			81,830
Loans:
Total loans	14,155,267			13,833,368			12,990,779
Allowance for loan losses	(91,887		)	(85,760		)	(78,268		)
Net loans	14,063,380			13,747,608			12,912,511
Premises and equipment	126,896			141,550			145,012
Loan servicing rights	63,841			62,195			58,315
Goodwill	1,134,568			1,134,568			1,133,534
Other intangible assets	34,271			35,797			40,211
Interest receivable and other assets	709,154			749,333			650,973
Total Assets	$	19,280,873		$	19,354,308		$	17,355,179
Liabilities
Deposits:
Noninterest-bearing	$	3,725,779		$	3,688,848		$	3,341,520
Interest-bearing	9,917,024			10,116,397			9,531,602
Total deposits	13,642,803			13,805,245			12,873,122
Interest payable and other liabilities	181,203			163,532			134,637
Securities sold under agreements to repurchase with customers	415,236			414,597			343,047
Short-term borrowings	2,000,000			1,900,000			825,000
Long-term borrowings	372,882			397,845			597,847
Total liabilities	16,612,124			16,681,219			14,773,653
Shareholders' Equity
Preferred stock, no par value per share	—			—			—
Common stock, $1 par value per share	71,207			71,152			70,599
Additional paid-in capital	2,203,637			2,201,334			2,210,762
Retained earnings	414,885			425,433			340,201
Accumulated other comprehensive loss	(20,980		)	(24,830		)	(40,036		)
Total shareholders' equity	2,668,749			2,673,089			2,581,526
Total Liabilities and Shareholders' Equity	$	19,280,873		$	19,354,308		$	17,355,179

7

Chemical Financial Corporation Announces Fourth Quarter and Full Year 2017 Operating Results

Consolidated Statements of Income (Unaudited)

Chemical Financial Corporation

(In thousands, except per share data)

	Three Months Ended									Year Ended
	December 31, 2017			September 30, 2017			December 31, 2016			December 31, 2017			December 31, 2016
Interest Income
Interest and fees on loans	$	150,558		$	148,771		$	134,463		$	573,128		$	383,545
Interest on investment securities:
Taxable	10,289			9,326			4,687			31,496			10,989
Tax-exempt	5,105			4,577			3,940			18,343			12,317
Dividends on nonmarketable equity securities	2,018			1,039			582			4,924			1,973
Interest on deposits with the Federal Reserve Bank and other banks and federal funds sold	1,192			1,231			744			4,244			1,555
Total interest income	169,162			164,944			144,416			632,135			410,379
Interest Expense
Interest on deposits	14,303			12,926			8,866			46,727			23,021
Interest on short-term borrowings	7,413			6,591			875			20,321			1,660
Interest on long-term borrowings	1,541			1,799			2,228			7,509			4,617
Total interest expense	23,257			21,316			11,969			74,557			29,298
Net Interest Income	145,905			143,628			132,447			557,578			381,081
Provision for loan losses	7,522			5,499			6,272			23,300			14,875
Net interest income after provision for loan losses	138,383			138,129			126,175			534,278			366,206
Noninterest Income
Service charges and fees on deposit accounts	9,073			9,147			8,414			35,001			28,136
Wealth management revenue	6,539			6,188			6,034			25,512			22,601
Other charges and fees for customer services	7,522			6,624			9,981			32,771			30,246
Net gain on sale of loans and other mortgage banking revenue	7,925			5,241			14,420			32,205			21,859
(Loss) gain on sale of investment securities	(7,556		)	1			76			(7,388		)	129
Gain on sale of branches	—			—			7,391			—			7,391
Other	8,816			4,921			7,948			25,918			11,988
Total noninterest income	32,319			32,122			54,264			144,019			122,350
Operating Expenses
Salaries, wages and employee benefits	48,358			52,621			57,631			213,828			165,213
Occupancy	7,546			6,871			7,644			30,554			23,525
Equipment and software	8,000			7,582			8,709			32,248			24,408
Outside processing and service fees	9,081			9,626			7,290			35,142			21,199
Merger expenses	1,511			2,379			18,016			8,522			61,134
Restructuring expenses	1,056			18,824			—			19,880			—
Other	24,470			21,636			15,012			81,820			42,939
Total operating expenses	100,022			119,539			114,302			421,994			338,418
Income before income taxes	70,680			50,712			66,137			256,303			150,138
Income tax expense	61,234			10,253			18,969			106,780			42,106
Net Income	$	9,446		$	40,459		$	47,168		$	149,523		$	108,032
Earnings Per Common Share:
Weighted average common shares outstanding-basic	71,095			70,911			70,171			70,865			49,091
Weighted average common shares outstanding-diluted	71,682			71,505			71,304			71,513			49,603
Basic earnings per common share	$	0.13		$	0.57		$	0.67		$	2.11		$	2.21
Diluted earnings per common share	$	0.13		$	0.56		$	0.66		$	2.08		$	2.17
Diluted, excluding significant items (non-GAAP)	$	0.87		$	0.76		$	0.75		$	3.06		$	2.88
Cash Dividends Declared Per Common Share	$	0.28		$	0.28		$	0.27		$	1.10		$	1.06
Key Ratios (annualized where applicable):
Return on average assets	0.20		%	0.86		%	1.09		%	0.81		%	0.90		%
Return on average shareholders' equity	1.4		%	6.1		%	7.4		%	5.7		%	7.0		%
Return on average tangible shareholders' equity, excluding significant items (non-GAAP)	16.5		%	14.6		%	15.3		%	14.9		%	14.9		%
Net interest margin (tax-equivalent basis) (non-GAAP)	3.47		%	3.48		%	3.56		%	3.48		%	3.60		%
Efficiency ratio - GAAP	56.1		%	68.0		%	61.2		%	60.1		%	67.2		%
Efficiency ratio - adjusted (non-GAAP)	47.4		%	51.2		%	53.7		%	51.9		%	54.4		%

8

Chemical Financial Corporation Announces Fourth Quarter and Full Year 2017 Operating Results

Selected Quarterly Information (Unaudited)

Chemical Financial Corporation

(Dollars in thousands, except per share data)

	4th Quarter 2017			3rd Quarter 2017			2nd Quarter 2017			1st Quarter 2017			4th Quarter 2016			3rd Quarter 2016			2nd Quarter 2016			1st Quarter 2016
Summary of Operations
Interest income	$	169,162		$	164,944		$	155,133		$	142,896		$	144,416		$	103,562		$	82,937		$	79,464
Interest expense	23,257			21,316			17,185			12,799			11,969			6,753			5,442			5,134
Net interest income	145,905			143,628			137,948			130,097			132,447			96,809			77,495			74,330
Provision for loan losses	7,522			5,499			6,229			4,050			6,272			4,103			3,000			1,500
Net interest income after provision for loan losses	138,383			138,129			131,719			126,047			126,175			92,706			74,495			72,830
Noninterest income	32,319			32,122			41,568			38,010			54,264			27,770			20,897			19,419
Operating expenses, excluding merger and restructuring expenses and impairment of income tax credits (non-GAAP)	91,298			95,241			97,772			100,029			96,286			68,674			56,031			56,293
Merger and restructuring expenses	2,567			21,203			465			4,167			18,016			37,470			3,054			2,594
Impairment of income tax credits	6,157			3,095			—			—			—			—			—			—
Income before income taxes	70,680			50,712			75,050			59,861			66,137			14,332			36,307			33,362
Income tax expense	61,234			10,253			23,036			12,257			18,969			2,848			10,532			9,757
Net income	$	9,446		$	40,459		$	52,014		$	47,604		$	47,168		$	11,484		$	25,775		$	23,605
Significant items, net of tax	53,240			13,782			302			2,709			6,906			25,118			1,985			1,686
Net income, excluding significant items	$	62,686		$	54,241		$	52,316		$	50,313		$	54,074		$	36,602		$	27,760		$	25,291
Per Common Share Data
Net income:
Basic	$	0.13		$	0.57		$	0.73		$	0.67		$	0.67		$	0.23		$	0.67		$	0.61
Diluted	0.13			0.56			0.73			0.67			0.66			0.23			0.67			0.60
Diluted, excluding significant items (non-GAAP)	0.87			0.76			0.73			0.70			0.75			0.73			0.72			0.65
Cash dividends declared	0.28			0.28			0.27			0.27			0.27			0.27			0.26			0.26
Book value - period-end	37.48			37.57			37.11			36.56			36.57			36.37			27.45			26.99
Tangible book value - period-end	21.21			21.36			20.89			20.32			20.20			19.99			19.68			19.20
Market value - period-end	53.47			52.26			48.41			51.15			54.17			44.13			37.29			35.69
Net interest margin (taxable equivalent basis) (non-GAAP)	3.47		%	3.48		%	3.48		%	3.49		%	3.56		%	3.58		%	3.70		%	3.60		%
Efficiency ratio - adjusted (non-GAAP)	47.4		%	51.2		%	52.2		%	57.4		%	53.7		%	52.7		%	54.6		%	57.6		%
Return on average assets	0.20		%	0.86		%	1.14		%	1.09		%	1.09		%	0.37		%	1.10		%	1.02		%
Return on average shareholders' equity	1.4		%	6.1		%	8.0		%	7.4		%	7.4		%	2.9		%	10.0		%	9.3		%
Average shareholders' equity as a percent of average assets	13.9		%	14.0		%	14.3		%	14.8		%	14.9		%	12.7		%	11.1		%	11.0		%
Capital ratios (period end):
Tangible shareholders' equity as a percent of tangible assets	8.3		%	8.3		%	8.4		%	8.8		%	8.8		%	8.7		%	8.2		%	8.2		%
Total risk-based capital ratio (1)	10.9		%	11.2		%	11.1		%	11.4		%	11.5		%	11.1		%	11.4		%	11.5		%

⁽¹⁾ Estimated at December 31, 2017.

9

Chemical Financial Corporation Announces Fourth Quarter and Full Year 2017 Operating Results

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

Chemical Financial Corporation

(Dollars in thousands)

	Three Months Ended
	December 31, 2017								September 30, 2017								December 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)	$	13,954,366		$151,413			4.31	%	$	13,795,750		$149,595			4.31	%	$	12,895,557		$135,301			4.18	%
Taxable investment securities	1,715,494			10,289			2.40		1,629,344			9,326			2.29		1,065,453			4,687			1.76
Tax-exempt investment securities(1)	981,299			7,830			3.19		896,854			7,013			3.13		807,093			6,047			3.00
Other interest-earning assets	180,098			2,018			4.45		180,188			1,039			2.29		80,202			582			2.89
Interest-bearing deposits with the FRB and other banks and federal funds sold	307,028			1,192			1.54		313,104			1,231			1.56		307,802			744			0.96
Total interest-earning assets	17,138,285			172,742			4.01		16,815,240			168,204			3.98		15,156,107			147,361			3.87
Less: allowance for loan losses	(86,521		)						(84,640		)						(74,822		)
Other assets:
Cash and cash due from banks	239,307								250,743								245,613
Premises and equipment	138,880								146,266								144,652
Interest receivable and other assets	1,777,479								1,730,539								1,793,118
Total assets	$19,207,430								$18,858,148								$17,264,668
Liabilities and shareholders' equity
Interest-bearing liabilities:
Interest-bearing demand deposits	$	2,709,033		$	1,242		0.18	%	$	2,725,807		$	1,321		0.19	%	$	2,680,241		$	1,266		0.19	%
Savings deposits	4,023,075			4,296			0.42		4,012,299			3,985			0.39		3,490,972			1,263			0.14
Time deposits	3,136,655			8,765			1.11		3,007,109			7,620			1.01		3,209,695			6,337			0.79
Short-term borrowings	2,366,571			7,413			1.24		2,279,998			6,591			1.15		949,292			875			0.38
Long-term borrowings	383,739			1,541			1.67		426,155			1,799			1.67		600,066			2,228			1.41
Total interest-bearing liabilities	12,619,073			23,257			0.73		12,451,368			21,316			0.68		10,930,266			11,969			0.44
Noninterest-bearing deposits	3,734,650			—			—		3,643,765			—			—		3,622,365			—			—
Total deposits and borrowed funds	16,353,723			23,257			0.56		16,095,133			21,316			0.53		14,552,631			11,969			0.33
Interest payable and other liabilities	177,678								119,782								147,094
Shareholders' equity	2,676,029								2,643,233								2,564,943
Total liabilities and shareholders' equity	$	19,207,430							$	18,858,148							$	17,264,668
Net Interest Spread (Average yield earned on interest-earning assets minus average rate paid on interest-bearing liabilities)							3.28	%							3.30	%							3.43	%
Net Interest Income (FTE)				$	149,485							$	146,888							$	135,392
Net Interest Margin (Net Interest Income (FTE) divided by total average interest-earning assets)							3.47	%							3.48	%							3.56	%
Reconciliation to Reported Net Interest Income
Net interest income, fully taxable equivalent (non-GAAP)				$149,485								$146,888								$135,392
Adjustments for taxable equivalent interest(1):
Loans				(855		)						(824		)						(838		)
Tax-exempt investment securities				(2,725		)						(2,436		)						(2,107		)
Total taxable equivalent interest adjustments				(3,580		)						(3,260		)						(2,945		)
Net interest income (GAAP)				$145,905								$143,628								$132,447
Net interest margin (GAAP)				3.39		%						3.40		%						3.48		%

⁽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.

10

Chemical Financial Corporation Announces Fourth Quarter and Full Year 2017 Operating Results

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

Chemical Financial Corporation

(Dollars in thousands)

	Year Ended
	December 31, 2017								December 31, 2016
	Average Balance			Interest (FTE)			Effective Yield/Rate(1)		Average Balance			Interest (FTE)			Effective Yield/Rate(1)
Assets
Interest-earning assets:
Loans(1)(2)	$	13,607,683		$	576,429		4.24	%	$	9,304,573		$	386,575		4.15	%
Taxable investment securities	1,431,167			31,496			2.20		706,567			10,989			1.56
Tax-exempt investment securities(1)	905,831			28,120			3.10		595,677			18,929			3.18
Other interest-earning assets	157,738			4,924			3.12		55,341			1,973			3.57
Interest-bearing deposits with the FRB and other banks and federal funds sold	298,006			4,244			1.42		194,637			1,555			0.80
Total interest-earning assets	16,400,425			645,213			3.93		10,856,795			420,021			3.87
Less: allowance for loan losses	(82,644		)						(73,136		)
Other assets:
Cash and cash due from banks	235,621								186,706
Premises and equipment	144,114								118,080
Interest receivable and other assets	1,767,640								948,710
Total assets	$	18,465,156							$	12,037,155
Liabilities and shareholders' equity
Interest-bearing liabilities:
Interest-bearing demand deposits	$	2,753,294		$	4,870		0.18	%	$	2,143,064		$	3,277		0.15	%
Savings deposits	3,940,499			13,049			0.33		2,534,038			2,877			0.11
Time deposits	3,014,302			28,808			0.96		2,154,118			16,867			0.78
Short-term borrowings	1,978,951			20,321			1.03		571,510			1,660			0.29
Long-term borrowings	455,246			7,509			1.67		418,636			4,617			1.10
Total interest-bearing liabilities	12,142,292			74,557			0.61		7,821,366			29,298			0.37
Noninterest-bearing deposits	3,547,271			—			—		2,566,342			—			—
Total deposits and borrowed funds	15,689,563			74,557			0.48		10,387,708			29,298			0.28
Interest payable and other liabilities	147,731								102,726
Shareholders' equity	2,627,862								1,546,721
Total liabilities and shareholders' equity	$	18,465,156							$	12,037,155
Net Interest Spread (Average yield earned on interest-earning assets minus average rate paid on interest-bearing liabilities)							3.32	%							3.50	%
Net Interest Income (FTE)				$	570,656							$	390,723
Net Interest Margin (Net Interest Income (FTE) divided by total average interest-earning assets)							3.48	%							3.60	%
Reconciliation to Reported Net Interest Income
Net interest income, fully taxable equivalent (non-GAAP)				$	570,656							$	390,723
Adjustments for taxable equivalent interest(1):
Loans				(3,301		)						(3,030		)
Tax-exempt investment securities				(9,777		)						(6,612		)
Total taxable equivalent interest adjustments				(13,078		)						(9,642		)
Net interest income (GAAP)				$	557,578							$	381,081
Net interest margin (GAAP)				3.40		%						3.51		%

⁽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.

11

Chemical Financial Corporation Announces Fourth Quarter and Full Year 2017Operating Results

Noninterest Income and Operating Expenses Information (Unaudited)

Chemical Financial Corporation

(Dollars in thousands)

	4th Quarter 2017			3rd Quarter 2017			2nd Quarter 2017			1st Quarter 2017			4th Quarter 2016		3rd Quarter 2016			2nd Quarter 2016		1st Quarter 2016
Noninterest income
Service charges and fees on deposit accounts	$	9,073		$	9,147		$	8,777		$	8,004		$	8,414	$	7,665		$	6,337	$	5,720
Wealth management revenue	6,539			6,188			6,958			5,827			6,034		5,584			5,782		5,201
Electronic banking fees	5,578			4,370			7,482			6,817			8,196		5,533			4,786		4,918
Net gain on sale of loans and other mortgage banking revenue	7,938			9,282			11,681			9,679			8,072		5,675			1,595		1,405
Change in fair value in loan servicing rights(1)	(13		)	(4,041		)	(1,802		)	(519		)	6,348		(1,236		)	—		—
Other fees for customer services	1,944			2,254			2,252			2,074			1,785		1,877			1,677		1,474
(Loss) gain on sale of investment securities	(7,556		)	1			77			90			76		16			18		19
Bank-owned life insurance	1,377			1,124			1,106			1,211			957		446			237		196
Gain on sale of branch offices	—			—			—			—			7,391		—			—		—
Other	7,439			3,797			5,037			4,827			6,991		2,210			465		486
Total noninterest income	$	32,319		$	32,122		$	41,568		$	38,010		$	54,264	$	27,770		$	20,897	$	19,419

(1) Included within the line item "Net gain on sale of loans and other mortgage banking revenue" in the Consolidated Statements of Income.

	4th Quarter 2017		3rd Quarter 2017		2nd Quarter 2017		1st Quarter 2017		4th Quarter 2016			3rd Quarter 2016			2nd Quarter 2016			1st Quarter 2016
Operating expenses
Salaries and wages	$	41,866	$	44,641	$	44,959	$	48,526	$	47,936		$	33,841		$	26,887		$	26,743
Employee benefits	6,492		7,980		7,642		11,722		9,695			6,724			6,240			7,147
Occupancy	7,546		6,871		8,745		7,392		7,644			5,462			5,514			4,905
Equipment and software	8,000		7,582		8,149		8,517		8,709			6,420			4,875			4,404
Outside processing and service fees	9,081		9,626		8,924		7,511		7,290			5,365			4,833			3,711
FDIC insurance premiums	4,556		2,768		2,460		1,406		2,813			1,849			1,338			1,407
Professional fees	3,483		3,489		2,567		1,968		2,304			1,472			1,020			1,036
Intangible asset amortization	1,525		1,526		1,525		1,513		1,843			1,292			1,195			1,194
Credit-related expenses	803		1,874		1,895		1,200		(1,029		)	(371		)	(1,331		)	30
Merger expenses	1,511		2,379		465		4,167		18,016			37,470			3,054			2,594
Restructuring expenses	1,056		18,824		—		—		—			—			—			—
Impairment of income tax credit	6,157		3,095		—		—		—			—			—			—
Other	7,946		8,884		10,906		10,274		9,081			6,620			5,460			5,716
Total operating expenses	$	100,022	$	119,539	$	98,237	$	104,196	$	114,302		$	106,144		$	59,085		$	58,887

12

Chemical Financial Corporation Announces Fourth Quarter and Full Year 2017 Operating Results

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

Chemical Financial Corporation

(Dollars in Thousands)

	Dec 31, 2017		Sep 30, 2017		Organic Growth - Three Months Ended Dec 31, 2017		Jun 30, 2017		Mar 31, 2017		Dec 31, 2016		Organic Growth - Twelve Months Ended Dec 31, 2017
Composition of Loans
Commercial loan portfolio:
Commercial	$	3,385,642	$	3,319,965	2.0	%	$	3,360,161	$	3,253,608	$	3,217,300	5.2	%
Commercial real estate	4,500,670		4,315,978		4.3		4,324,323		4,097,771		3,973,140		13.3
Real estate construction	574,215		501,413		14.5		446,678		453,811		403,772		42.2
Subtotal - commercial loans	8,460,527		8,137,356		4.0		8,131,162		7,805,190		7,594,212		11.4
Consumer loan portfolio:
Residential mortgage	3,252,487		3,221,307		1.0		3,125,397		3,133,465		3,086,474		5.4
Consumer installment	1,613,008		1,615,983		(0.2	)	1,553,967		1,481,057		1,433,884		12.5
Home equity	829,245		858,722		(3.4	)	856,846		853,680		876,209		(5.4	)
Subtotal - consumer loans	5,694,740		5,696,012		—		5,536,210		5,468,202		5,396,567		5.5
Total loans	$	14,155,267	$	13,833,368	2.3	%	$	13,667,372	$	13,273,392	$	12,990,779	9.0	%

	Dec 31, 2017		Sep 30, 2017		Organic Growth - Three Months Ended Dec 31, 2017		Jun 30, 2017		Mar 31, 2017		Dec 31, 2016		Organic Growth - Twelve Months Ended Dec 31, 2017
Composition of Deposits
Noninterest-bearing demand	$	3,725,779	$	3,688,848	1.0	%	$	3,399,287	$	3,341,520	$	3,341,520	11.5	%
Savings	1,697,762		1,736,360		(2.2	)	1,752,040		1,662,115		1,662,115		2.1
Interest-bearing demand	2,725,336		2,976,212		(8.4	)	2,900,546		2,825,801		2,825,801		(3.6	)
Money market accounts	2,276,719		2,289,852		(0.6	)	2,161,645		2,033,319		2,033,319		12.0
Brokered deposits	133,496		132,806		0.5		156,367		226,429		226,429		(41.0	)
Other time deposits	3,083,711		2,981,167		3.4		2,762,462		2,783,938		2,783,938		10.8
Total deposits	$	13,642,803	$	13,805,245	(1.2	)%	$	13,132,347	$	12,873,122	$	12,873,122	6.0	%

	Dec 31, 2017		Sep 30, 2017		Jun 30, 2017		Mar 31, 2017		Dec 31, 2016
Additional Data - Intangibles
Goodwill	$	1,134,568	$	1,134,568	$	1,133,534	$	1,133,534	$	1,133,534
Loan servicing rights	63,841		62,195		64,522		64,604		58,315
Core deposit intangibles (CDI)	34,259		35,747		37,235		38,723		40,211
Noncompete agreements	13		50		87		125		—

13

Chemical Financial Corporation Announces Fourth Quarter and Full Year 2017 Operating Results

Nonperforming Assets (Unaudited)

Chemical Financial Corporation

(Dollars in thousands)

	Dec 31, 2017		Sep 30, 2017		Jun 30, 2017		Mar 31, 2017		Dec 31, 2016		Sep 30, 2016		Jun 30, 2016		Mar 31, 2016
Nonperforming Assets
Nonperforming Loans(1):
Nonaccrual loans:
Commercial	$	19,691	$	15,648	$	18,773	$	16,717	$	13,178	$	13,742	$	14,577	$	19,264
Commercial real estate	29,545		25,150		19,723		20,828		19,877		19,914		21,325		25,859
Real estate construction	77		78		56		79		80		80		496		546
Residential mortgage	8,635		8,646		7,714		6,749		6,969		5,119		5,343		5,062
Consumer installment	842		875		757		755		879		378		285		360
Home equity	4,305		3,908		3,871		2,713		3,351		2,064		1,971		2,328
Total nonaccrual loans(1)	63,095		54,305		50,894		47,841		44,334		41,297		43,997		53,419
Other real estate and repossessed assets	8,807		10,605		14,582		16,395		17,187		20,730		8,440		9,248
Total nonperforming assets	$	71,902	$	64,910	$	65,476	$	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	$	—	$	3,521	$	58	$	1,823	$	11	$	221	$	3	$	370
Commercial real estate	13		144		262		700		277		739		3		—
Real estate construction	—		—		—		—		—		1,439		—		—
Residential mortgage	—		—		—		—		—		375		407		423
Home equity	1,364		2,367		2,026		1,169		995		628		1,071		679
Total accruing loans contractually past due 90 days or more as to interest or principal payments	$	1,377	$	6,032	$	2,346	$	3,692	$	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.

14

Chemical Financial Corporation Announces Fourth Quarter and Full Year 2017 Operating Results

Summary of Loan Loss Experience (Unaudited)

Chemical Financial Corporation

(Dollars in thousands)

																									Year Ended
	4th Quarter 2017			3rd Quarter 2017			2nd Quarter 2017			1st Quarter 2017			4th Quarter 2016			3rd Quarter 2016			2nd Quarter 2016			1st Quarter 2016			Dec 31, 2017			Dec 31, 2016
Allowance for loan losses - originated portfolio
Allowance for loan losses - beginning of period	$	85,181		$	83,797		$	78,774		$	78,268		$	73,775		$	71,506		$	70,318		$	73,328		$	78,268		$	73,328
Provision for loan losses	8,101			4,920			6,229			4,050			6,272			4,103			3,000			1,500			23,300			14,875
Net loan charge-offs:
Commercial	(613		)	(2,348		)	(239		)	(1,999		)	(336		)	(150		)	(1,153		)	(3,115		)	(5,199		)	(4,754		)
Commercial real estate	783			(174		)	(205		)	730			(280		)	(154		)	(187		)	(440		)	1,134			(1,061		)
Real estate construction	(1		)	—			—			(9		)	36			(31		)	—			(11		)	(10		)	(6		)
Residential mortgage	(142		)	(44		)	19			(567		)	(236		)	(304		)	8			(172		)	(734		)	(704		)
Consumer installment	(1,318		)	(857		)	(747		)	(1,310		)	(823		)	(1,137		)	(486		)	(602		)	(4,232		)	(3,048		)
Home equity	(104		)	(113		)	(34		)	(389		)	(140		)	(58		)	6			(170		)	(640		)	(362		)
Net loan charge-offs	(1,395		)	(3,536		)	(1,206		)	(3,544		)	(1,779		)	(1,834		)	(1,812		)	(4,510		)	(9,681		)	(9,935		)
Allowance for loan losses - end of period	$	91,887		$	85,181		$	83,797		$	78,774		$	78,268		$	73,775		$	71,506		$	70,318		$	91,887		$	78,268
Allowance for loan losses - acquired loan portfolio
Allowance for loan losses - beginning of period	579			—			—			—			—			—			—			—			—			—
Provision for loan losses	(579		)	579			—			—			—			—			—			—			—			—
Allowance for loan losses - end of period	—			579			—			—			—			—			—			—			—			—
Total allowance for loan losses	$	91,887		$	85,760		$	83,797		$	78,774		$	78,268		$	73,775		$	71,506		$	70,318		$	91,887		$	78,268
Net loan charge-offs as a percent of average loans (quarterly amounts annualized)	0.04%			0.10%			0.04%			0.11%			0.06%			0.08%			0.10%			0.25%			0.07%			0.11%

	Dec 31, 2017		Sep 30, 2017		Jun 30, 2017		Mar 31, 2017		Dec 31, 2016
Originated loans	$	9,747,429	$	9,156,096	$	8,659,622	$	7,959,769	$	7,458,401
Acquired loans	4,407,838		4,677,272		5,007,750		5,313,623		5,532,378
Total loans	$	14,155,267	$	13,833,368	$	13,667,372	$	13,273,392	$	12,990,779
Allowance for loan losses as a percent of:
Total originated loans	0.94%		0.93%		0.97%		0.99%		1.05%
Nonperforming loans	145.6%		156.9%		164.7%		177.7%		176.5%
Credit mark as a percent of unpaid principal balance on acquired loans	2.4%		2.7%		2.6%		2.8%		3.1%

15

Chemical Financial Corporation Announces Fourth Quarter and Full Year 2017 Operating Results

Reconciliation of Non-GAAP Financial Measures (Unaudited)

Chemical Financial Corporation

(Dollars in thousands)

	4th Quarter 2017			3rd Quarter 2017			2nd Quarter 2017			1st Quarter 2017			4th Quarter 2016			3rd Quarter 2016			2nd Quarter 2016			1st Quarter 2016			Year Ended
																									Dec 31, 2017			Dec 31, 2016
Non-GAAP Operating Results
Net Income
Net income, as reported	$	9,446		$40,459			$52,014			$47,604			$47,168			$11,484			$25,775			$23,605			$149,523			$108,032
Merger and restructuring expenses	2,567			21,203			465			4,167			18,016			37,470			3,054			2,594			28,402			61,134
Gain on sales of branch offices	—			—			—			—			(7,391		)	—			—			—			—			(7,391		)
Losses on sales of investment securities(1)	7,556			—			—			—			—			—			—			—			7,556			—
Significant items	10,123			21,203			465			4,167			10,625			37,470			3,054			2,594			35,958			53,743
Income tax benefit (2)	(3,543		)	(7,421		)	(163		)	(1,458		)	(3,719		)	(12,352		)	(1,069		)	(908		)	(12,585		)	(18,048		)
Revaluation of net deferred tax assets	46,660			—			—			—			—			—			—			—			46,660			—
Significant items, net of tax	53,240			13,782			302			2,709			6,906			25,118			1,985			1,686			70,033			35,695
Net income, excluding significant items	$	62,686		$	54,241		$	52,316		$	50,313		$	54,074		$	36,602		$	27,760		$	25,291		$	219,556		$	143,727
Diluted Earnings Per Share
Diluted earnings per share, as reported	$	0.13		$	0.56		$	0.73		$	0.67		$	0.66		$	0.23		$	0.67		$	0.60		$	2.08		$	2.17
Effect of significant items, net of tax	0.74			0.20			—			0.03			0.09			0.50			0.05			0.05			0.98			0.71
Diluted earnings per share, excluding significant items	$	0.87		$	0.76		$	0.73		$	0.70		$	0.75		$	0.73		$	0.72		$	0.65		$	3.06		$	2.88
Return on Average Assets
Return on average assets, as reported	0.20		%	0.86		%	1.14		%	1.09		%	1.09		%	0.37		%	1.10		%	1.02		%	0.81		%	0.90		%
Effect of significant items, net of tax	1.11			0.29			0.01			0.06			0.16			0.83			0.09			0.07			0.38			0.29
Return on average assets, excluding significant items	1.31		%	1.15		%	1.15		%	1.15		%	1.25		%	1.20		%	1.19		%	1.09		%	1.19		%	1.19		%
Return on Average Shareholders' Equity
Return on average shareholders' equity, as reported	1.4		%	6.1		%	8.0		%	7.4		%	7.4		%	2.9		%	10.0		%	9.3		%	5.7		%	7.0		%
Effect of significant items, net of tax	8.0			2.1			—			0.4			1.0			6.5			0.7			0.6			2.7			2.3
Return on average shareholders' equity, excluding significant items	9.4		%	8.2		%	8.0		%	7.8		%	8.4		%	9.4		%	10.7		%	9.9		%	8.4		%	9.3		%
Return on Average Tangible Shareholders' Equity
Average shareholders' equity, as reported	$2,676,029			$2,643,233			$2,606,517			$2,584,501			$2,564,943			$1,559,668			$1,033,014			$1,017,929			$2,627,862			$1,546,721
Average goodwill, CDI and noncompete agreements, net of tax	1,156,122			1,153,394			1,154,229			1,155,177			1,153,598			585,393			295,882			299,685			1,155,734			582,536
Average tangible shareholders' equity	1,519,907			1,489,839			1,452,288			1,429,324			1,411,345			974,275			737,132			718,244			1,472,128			964,185
Return on average tangible shareholders' equity	2.5		%	10.9		%	14.3		%	13.3		%	13.4		%	4.7		%	14.0		%	13.1		%	10.2		%	11.2		%
Effect of significant items, net of tax	14.0			3.7			0.1			0.8			1.9			10.3			1.1			1.0			4.7			3.7
Return on average tangible shareholders' equity, excluding significant items	16.5		%	14.6		%	14.4		%	14.1		%	15.3		%	15.0		%	15.1		%	14.1		%	14.9		%	14.9		%

(1) Represents losses on sales of investment securities in the fourth quarter of 2017 as part of the Corporation's treasury and tax management objectives.

(2) 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.

16

Chemical Financial Corporation Announces Fourth Quarter and Full Year 2017 Operating Results

Reconciliation of Non-GAAP Financial Measures (Unaudited)

Chemical Financial Corporation

(Dollars in thousands, except per share data)

	4th Quarter 2017			3rd Quarter 2017			2nd Quarter 2017			1st Quarter 2017			4th Quarter 2016			3rd Quarter 2016			2nd Quarter 2016			1st Quarter 2016			Year Ended
																									Dec 31, 2017			Dec 31, 2016
Efficiency Ratio
Net interest income	$	145,905		$	143,628		$	137,948		$	130,097		$	132,447		$	96,809		$	77,495		$	74,330		$	557,578		$	381,081
Noninterest income	32,319			32,122			41,568			38,010			54,264			27,770			20,897			19,419			144,019			122,350
Total revenue - GAAP	178,224			175,750			179,516			168,107			186,711			124,579			98,392			93,749			701,597			503,431
Net interest income FTE adjustment	3,580			3,260			3,169			3,068			2,945			2,426			2,138			2,133			13,077			9,642
Loan servicing rights change in fair value (gains)losses	13			4,041			1,802			519			(6,348		)	1,236			—			—			6,375			(5,112		)
Gains on sales of branches	—			—			—			—			(7,391		)	—			—			—			—			(7,391		)
Losses (gains) from sale of investment securities and closed branch locations	7,556			(1		)	(77		)	(90		)	(76		)	(301		)	(123		)	(169		)	7,388			(669		)
Total revenue - Non-GAAP	$	189,373		$	183,050		$	184,410		$	171,604		$	175,841		$	127,940		$	100,407		$	95,713		$	728,437		$	499,901
Operating expenses - GAAP	$	100,022		$	119,539		$	98,237		$	104,196		$	114,302		$	106,144		$	59,085		$	58,887		$	421,994		$	338,418
Merger and restructuring expenses	(2,567		)	(21,203		)	(465		)	(4,167		)	(18,016		)	(37,470		)	(3,054		)	(2,594		)	(28,402		)	(61,134		)
Impairment of income tax credits	(6,157		)	(3,095		)	—			—			—			—			—			—			(9,252		)	—
Operating expense, core - Non-GAAP	91,298			95,241			97,772			100,029			96,286			68,674			56,031			56,293			384,340			277,284
Amortization of intangibles	(1,525		)	(1,526		)	(1,525		)	(1,513		)	(1,843		)	(1,292		)	(1,195		)	(1,194		)	(6,089		)	(5,524		)
Operating expenses, efficiency ratio - Non-GAAP	$	89,773		$	93,715		$	96,247		$	98,516		$	94,443		$	67,382		$	54,836		$	55,099		$	378,251		$	271,760
Efficiency ratio - GAAP	56.1		%	68.0		%	54.7		%	62.0		%	61.2		%	85.2		%	60.1		%	62.8		%	60.1		%	67.2		%
Efficiency ratio - adjusted Non-GAAP	47.4		%	51.2		%	52.2		%	57.4		%	53.7		%	52.7		%	54.6		%	57.6		%	51.9		%	54.4		%

	Dec 31, 2017			Sep 30, 2017			Jun 30, 2017			Mar 31, 2017			Dec 31, 2016			Sep 30, 2016			Jun 30, 2016			Mar 31, 2016
Tangible Book Value
Shareholders' equity, as reported	$	2,668,749		$	2,673,089		$	2,639,442		$	2,600,051		$	2,581,526		$	2,563,666		$	1,050,299		$	1,032,291
Goodwill, CDI and noncompete agreements, net of tax	(1,158,738		)	(1,153,576		)	(1,153,595		)	(1,154,915		)	(1,155,528		)	(1,154,121		)	(297,044		)	(297,821		)
Tangible shareholders' equity	$	1,510,011		$	1,519,513		$	1,485,847		$	1,445,136		$	1,425,998		$	1,409,545		$	753,255		$	734,470
Common shares outstanding	71,207			71,152			71,131			71,118			70,599			70,497			38,267			38,248
Book value per share (shareholders' equity, as reported, divided by common shares outstanding)	$	37.48		$	37.57		$	37.11		$	36.56		$	36.57		$	36.37		$	27.45		$	26.99
Tangible book value per share (tangible shareholders' equity divided by common shares outstanding)	$	21.21		$	21.36		$	20.89		$	20.32		$	20.20		$	19.99		$	19.68		$	19.20
Tangible Shareholders' Equity to Tangible Assets
Total assets, as reported	$19,280,873			$19,354,308			$18,781,405			$17,636,973			$17,355,179			$17,383,637			$9,514,172			$9,303,632
Goodwill, CDI and noncompete agreements, net of tax	(1,158,738		)	(1,153,576		)	(1,153,595		)	(1,154,915		)	(1,155,528		)	(1,154,121		)	(297,044		)	(297,821		)
Tangible assets	$18,122,135			$18,200,732			$17,627,810			$16,482,058			$16,199,651			$16,229,516			$9,217,128			$9,005,811
Shareholders' equity to total assets	13.8		%	13.8		%	14.1		%	14.7		%	14.9		%	14.7		%	11.0		%	11.1		%
Tangible shareholders' equity to tangible assets	8.3		%	8.3		%	8.4		%	8.8		%	8.8		%	8.7		%	8.2		%	8.2		%

17

EX-99.2

2017 Fourth Quarter Earnings Release David T. Provost Chief Executive Officer Thomas C. Shafer Vice Chairman, Chief Executive Officer of Chemical Bank Dennis L. Klaeser EVP and Chief Financial Officer January 24, 2018

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. These statements include, among others, that Chemical is well-positioned to build market share and enhance revenue growth, plans to invest in commercial lending and banking teams, make key management and operational staff additions and enhance core operating systems, the strength of our loans pipeline, our focus and expectations around building shareholder value, including organic revenue growth, and cost discipline and expanding our market presence and product lines. 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. Forward-looking 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. Accordingly, such 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

Risk factors include, without limitation: • Chemical's ability to attract and retain new commercial lenders and other bankers as well as key operations staff in light of competition for experienced employees in the banking industry; • Chemical's ability to grow its deposits while reducing the number of physical branches that it operates; • Chemical's ability to control operational expenses; • Negative reactions to the branch closures by Chemical Bank's customers, employees and other counterparties; • Economic conditions (both generally and in our markets) may be less favorable than expected, which could result in, among other things, a deterioration in credit quality, a reduction in demand for credit and a decline in real estate values; • A general decline in the real estate and lending markets, particularly in our market areas, could negatively affect our financial results; • Increased cybersecurity risk, including potential network breaches, business disruptions, or financial losses; • Restrictions or condition imposed by our regulators on our operations may make it more difficult for us to achieve our goals; • Legislative or regulatory changes, including changes in accounting standards and compliance requirements, may adversely affect us; • Changes in the interest rate environment may reduce margins or the volumes or values of the loans we make or have acquired; and • Economic, governmental, or other factors may prevent the projected population, residential, and commercial growth in the markets in which we operate. In addition, risk factors include, but are not limited to, the risk factors described in Item 1A of Chemical’s most recent Annual Report on Form 10-K or disclosed in documents filed or furnished by the Company with or to the SEC after the filing of such Annual Report on Form 10-K. 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. Forward-Looking Statements & Other Information (continued) 3

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 shareholders' 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, operating expenses-core (which excludes merger and restructuring expenses and impairment of income tax credits), operating expenses-efficiency ratio (which excludes merger and restructuring expenses, impairment of income tax credits and amortization of intangibles), the adjusted efficiency ratio (which excludes significant items, impairment of income tax credits, loan servicing rights change in fair value gains (losses), amortization of intangibles, net interest income FTE adjustments, (losses) gains from sale of investment securities and closed branch locations) ant other information presented excluding significant items, including net income, diluted earnings per share, return on average assets and return on average shareholders' equity. 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 Appendix 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 (continued) 4

Fourth Quarter 2017 Highlights q Diluted earnings per share of $0.13, compared to $0.56 in the 3rd qtr. 2017 and $0.66 in the 4th qtr. 2016 q Diluted earnings per share, excluding significant items,(1)(2) of $0.87; up 14.5% from 3rd qtr. 2017 and up 16.0% from 4th qtr. 2016 q Return on average assets and return on average shareholders' equity of 0.20% and 1.4%, respectively, in 4th qtr. 2017 (1.31% and 9.4%, respectively, excluding significant items(1)(2)) q Return on average tangible shareholders' equity of 2.5% in 4th qtr. 2017 (16.5%, excluding significant items(1)(2)) q Loan Growth ▪ $321.9 million in 4th qtr. 2017, or 9.3% annualized (quarterly organic loan growth: 14.5% real estate construction, 4.3% commercial real estate, 2.0% commercial and 1.0% residential mortgage loans) q Asset quality ratios ▪ Nonperforming loans/total loans of 0.45% at December 31, 2017; increased from 0.39% at September 30, 2017, and from 0.34% at December 31, 2016 ▪ Net loan charge-offs/average loans of 0.04% (1) "Significant items" include merger and restructuring expenses, the charge to income tax expense as a result of the revaluation of the net deferred tax assets, the fourth quarter of 2017 losses on sales of investment securities as a treasury and tax management objective and the fourth quarter of 2016 gain on sales of branch offices. (2) Denotes a non-GAAP financial measure. Refer to the Appendix for a reconciliation of non-GAAP financial measures. 5

2017 2017 2016 (in thousands except per share data) 4th Qtr. 3rd Qtr. 4th Qtr. Net interest income $ 145,905 $ 143,628 $ 132,447 Provision for loan losses 7,522 5,499 6,272 Noninterest income 32,319 32,122 54,264 Operating expenses 100,022 119,539 114,302 Operating expenses, excl. merger and restructuring expenses and impairment of income tax credits(1) 91,298 95,241 96,286 Merger expenses 1,511 2,379 18,016 Restructuring expenses 1,056 18,824 — Impairment of income tax credits 6,157 3,095 — Net income 9,446 40,459 47,168 Net income, excl. significant items(1) 62,686 54,241 54,074 Diluted EPS 0.13 0.56 0.66 Diluted EPS, excl. significant items(1) 0.87 0.76 0.75 Return on Avg. Assets 0.20% 0.86% 1.09% Return on Avg. Shareholders’ Equity 1.4% 6.1% 7.4% Return on average tangible shareholders' equity, excluding significant items(1) 16.5% 14.6% 15.3% Efficiency Ratio 56.1% 68.0% 61.2% Efficiency Ratio - Adjusted(1) 47.4% 51.2% 53.7% Equity/Total Assets 13.8% 13.8% 14.9% Tangible Shareholders' Equity/Tangible Assets(1) 8.3% 8.3% 8.8% Book Value/Share $ 37.48 $ 37.57 $ 36.57 Tangible Book Value/Share(1) $ 21.21 $ 21.36 $ 20.20 Prior Quarter Comparison ▪ Higher net interest income in Q4 compared to Q3, due to organic loan growth and higher average balance of investment securities−partially offset by higher average balances of deposits ▪ Operating expenses decreased primarily due to decreases in restructuring expenses and other line items resulting from the restructuring efforts−partially offset by an increase in impairment related to federal housing tax credits ▪ Slight increase in noninterest income primarily due to increases in net gain on sale of loans and other mortgage banking revenue and interest rate swap fee income, partially offset by losses on sale of investment securities ▪ Increase in provision for loan losses, primarily due to net organic loan growth Prior-Year Quarter Comparison ▪ Increase in net interest income, attributable to increase in investment securities and organic growth in total loans during the twelve months ended December 31, 2017 and impact of the Talmer merger (1) Denotes a non-GAAP financial measure. Refer to the Appendix for a reconciliation of non-GAAP financial measures. Financial Highlights Income Statement Highlights 6 Financial Highlights

2015 Total: $86.8(1); $92.3(2)(3) 2016 Total: $108.0(1); $143.7(2)(3) 2017 Total: $149.5(1); $219.6(2)(3) (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. $62.7(2)(3) Net Income Trending Upward ($ Millions, except EPS data) Net Income $0.57(3) Net Income Trending Upward ($ Millions, except EPS data) $60.0 $40.0 $20.0 $0.0 N et In co m e $1.00 $0.80 $0.60 $0.40 $0.20 $0.00 EP S Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 $17.8 $19.0 $24.5 $25.5 $23.6 $25.8 $11.5 $47.2 $47.6 $52.0 $40.4 $9.4 $0.9 $2.7 $0.6 $1.4 $1.7 $2.0 $25.1 $6.9 $2.7 $0.3 $13.8 $53.3 2015 2016 2017 $54.2(2)(3) 7 $54.1(2)(3) Significant items (after-tax) Net Income __ Diluted EPS, excluding significant items (non-GAAP) (3) $0.87((3)

Loan Portfolio Composition ($ Millions) $1,164 8 December 31, 2016 $12,991 December 31, 2017 $14,155 Total Loan Growth - $3,217 $4,377 $3,087 $2,310 $3,386 $5,075 $3,252 $2,442 $168 $698 $166 $132 n Commercial n CRE/C&D n Residential n Consumer Loan Growth - Year Ended December 31, 2017

2015 - $476 2016 - $837 2017 - $1,164 $15 $224 $181 $280 $56 $1,164 $837 $96 $186 Loan Growth* ($ Millions) $275 *Excludes the impact of the $4.88 billion of loans acquired in the Talmer merger. $282 9 n Commercial n CRE/C&D n Residential n Consumer $400 $300 $200 $100 $0 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Loan Growth - 2016 Total* Loan Growth - 2017 YTD $88 $277 $125 $347 $168 $698 $166 $132 $166 $394 Quarterly Loan Growth Trends $322

Q4 2017 Q3 2017 Q2 2017 Q1 2017 2017 Total 2016 Total* Originated Loan Portfolio Commercial $ 153 $ 71 $ 195 $ 88 $ 507 $ 380 CRE/C&D 356 139 313 238 1,046 594 Residential 86 197 89 119 491 258 Consumer (4) 89 103 56 244 418 Total Originated Loan Portfolio Growth $ 591 $ 496 $ 700 $ 501 $ 2,288 $ 1,650 Acquired Loan Portfolio Commercial $ (87) $ (111) $ (88) $ (52) $ (338) $ (292) CRE/C&D (98) (92) (94) (64) (348) (317) Residential (55) (102) (97) (72) (326) (133) Consumer (29) (25) (27) (31) (112) (71) Total Acquired Loan Portfolio Run-off $ (269) $ (330) $ (306) $ (219) $ (1,124) $ (813) Total Loan Portfolio Commercial $ 66 $ (40) $ 107 $ 36 $ 169 $ 88 CRE/C&D 258 47 219 174 698 277 Residential 31 95 (8) 47 165 125 Consumer (33) 64 76 25 132 347 Total Loan Portfolio Growth $ 322 $ 166 $ 394 $ 282 $ 1,164 $ 837 Loan Growth (Run-off) ($ Millions) Loan Growth* – Originated v. Acquired *Excludes the impact of the $4.88 billion of loans acquired in the Talmer merger. 10 Loan Growth (Run-off) ($ Millions)

(1)Comprised of $0.8 billion of growth in customer deposits, partially offset by a $0.1 billion decrease in brokered deposits. (2)Cost of deposits based on period averages. Total Deposits – December 31, 2016 $12.9 Total Deposits – December 31, 2017 $13.6 Deposit Growth $0.7, 5.2%(1) Total Deposits ($ Billions) Deposit Composition (2) 2016 2017 11 otal Deposits ($ Billions) Average Deposits ($ Millions) & Cost of Deposits(2) (%) $3.7 $2.7$4.0 $3.1 $0.1 n Noninterest-bearing Demand Deposits n Interest-bearing Demand Deposits n Savings Deposits n Time Deposits n Brokered Deposits $0.3 $0.3 $0.3$3.4 $2.8$3.7 $2.8 $0.2 Deposits Cost of Deposits $14,000 $9,000 $4,000T ot al Av er ag e D ep os its 0.50% 0.25% 0.00% In te re st R at e Pa id Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 $7,535 $7,528 $9,484 $13,003 $12,999 $13,022 $13,389 $13,603 0.22% 0.23% 0.24% 0.27% 0.28% 0.33% 0.38% 0.42% $(0.1) $(0.1)

Average Cost of Funds Q4 2017 – 0.56% Average Cost of Funds Q3 2017 – 0.53% $16.5 billion $16.4 billion Average cost of wholesale borrowings – 1.43% Average cost of wholesale borrowings – 1.35% Funding Breakdown ($ Billions) 12 September 30, 2017 December 31, 2017 n Deposits: n Time Deposits n Customer Repurchase Agreements n Wholesale borrowings (at December 31, 2017: brokered deposits - $0.1 billion, short and long term borrowings - $2.4 billion) $10.7 $3.0 $0.4 $2.4 $10.4 $3.1 $0.4 $2.5 Interest and noninterest- bearing, demand, savings, money market

ALL NPLs 2015 2016 2017 Originated Loans ($ billions) $3.3 $3.8 $4.3 $5.0 $5.8 $7.5 $9.8 Acquired Loans ($ billions) 0.5 0.4 0.3 0.7 1.5 5.5 4.4 Total Loans ($ billions) $3.8 $4.2 $4.6 $5.7 $7.3 $13.0 $14.2 Originated ALL $88 $84 $79 $76 $73 $78 $92 Acquired ALL — — — — — — — Total ALL $88 $84 $79 $76 $73 $78 $92 Originated ALL/ Originated Loans 2.60% 2.22% 1.81% 1.51% 1.26% 1.05% 0.94% NPLs/ Total Loans 2.05% 1.71% 1.36% 0.89% 0.86% 0.34% 0.45% Credit Mark as a % of Unpaid Principal on Acquired Loans 6.6% 6.0% 7.8% 5.4% 4.4% 3.1% 2.4% Provision for Loan Losses vs. Net Loan Losses Credit Quality ($ Millions, unless otherwise noted) Provision for Loan Losses vs. Net Loan Losses (Originated loan portfolio) Nonperforming Loans (NPLs) and Allowance for Loan Losses (ALL) Provision for Loan Losses, Originated Net Loan Losses $7.0 $3.5 $0.0 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 $1.5 $1.5 $1.5 $2.0 $1.5 $3.0 $4.1 $6.3 $4.1 $6.2 $4.9 $8.1 $1.9 $1.8 $0.8 $4.3 $4.5 $1.8 $1.8 $1.8 $3.5 $1.2 $3.5 $1.4 $120 $60 $0 YE 2011 YE 2012 YE 2013 YE 2014 YE 2015 YE 2016 YE 2017 $78 $71 $62 $51 $62 $44 $63 $88 $84 $79 $76 $73 $78 $92 13

Net Interest Margin(1) and Loan Yields Net Interest Margin(1) Purchase Accounting Accretion on Loans Loan Yields Net Interest Income (Quarterly Trend) Net Interest Income, Net Interest Margin and Loan Yields (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. 14 Quarterly Trend 2016 2017 Net Interest Income $140 $120 $100 $80 $60 $40 $ (M ill io ns ) Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 $74.3 $77.5 $96.8 $132.4 $130.1 $137.9 $143.6 $145.9 2016 2017 5.00% 2.50% 0.00% Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 4.13% 4.19% 4.12% 4.18% 4.11% 4.22% 4.31% 4.31% 3.60% 3.70% 3.58% 3.56% 3.49% 3.48% 3.48% 3.47% 0.03% 0.11% 0.11% 0.14% 0.12% 0.21% 0.23% 0.22%

$20.9 $32.1 Quarterly Non-Interest Income * Significant items: Q4 2017 included a $7.6 million loss on investment securities and Q4 2016 included a $7.4 million gain on sales of branch offices. $41.6 $27.8 $54.3* 15 Quarterly 2016 2017 Other Wealth Management Service Charges Net Gain on Sale of Loans and other Mortgage Banking Revenue $60.0 $30.0 $0.0 $ (M ill io ns ) Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 $7.1 $7.2 $10.1 $25.4 $15.0 $15.9 $11.6 $8.8 $5.2 $5.8 $5.6 $6.0 $5.8 $7.0 $6.2 $6.5 $5.7 $6.3 $7.7 $8.4 $8.0 $8.8 $9.1 $9.1$1.4 $1.6 $4.4 $14.4 $9.2 $9.9 $5.2 $7.9 $38.0 $19.4 $32.3*

$68.6(1) $106.1 $56.0(1) $59.1 $96.3(1) $114.3 Quarterly Operating Expenses $98.2 $100.0(1) 16 Quarterly 2016 2017 $104.2 Other Compensation Occupancy Equipment Impairments related to historical tax credits Merger & Restructuring Expenses $120.0 $60.0 $0.0 $ (M ill io ns ) Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 $13.1 $12.5 $16.1 $22.3 $23.9 $28.3 $28.1 $27.4 $33.9 $33.1 $40.6 $57.7 $60.2 $52.6 $52.6 $48.4$4.9 $5.5 $5.5 $7.6 $7.4 $8.7 $6.9 $7.5 $4.4 $4.9 $6.4 $8.7 $8.5 $8.1 $7.6 $8.0 $3.1 $6.2 $2.6 $3.1 $37.5 $18.0 $4.2 $0.5 $21.2 $2.5 $97.7(1) $95.2(1) $119.5 (1) Denotes a non-GAAP financial measure. Refer to the Appendix for a reconciliation of non-GAAP financial measures. $56.3(1) $58.9 $100.0 $91.3(1)

Peer Average 12/31/2016(1) CHFC 12/31/2016 CHFC 9/30/2017 CHFC 12/31/2017 Tangible Book Value / Share(2) NA $20.20 $21.36 $21.21 Tangible Common Equity / Tangible Assets(2) 8.1% 8.8% 8.3% 8.3% Tier 1 Capital(3) 10.8% 10.7% 10.5% 10.1% Total Risk-Based Capital(3) 12.6% 11.5% 11.2% 10.9% Capital (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 December 31, 2017 Tangible Book Value and Capital Ratios Tangible Book Value per Share(2) (TBV) Roll Forward $25 $20 $15 $10 $5 $0 TBV @ D ec 3 1, 20 16 Net Inco me ( Ex. Mer ger a nd R estru cturi ng Exp ense s an d De ferre d Ta x Re valu ation ) Divi dend s AOC I Ad j. Mer ger a nd R estru cturi ng E xpen ses and Defe rred Tax Rev alua tion TBV @ D ec 3 1, 20 17 $20.20 $3.02 $(1.10) $0.28 $(1.19) $21.21 17

Full Year Q4 2017 Q3 2017 Q4 2016 2017 2016 Shareholders’ equity $ 2,668,749 $ 2,673,089 $ 2,581,526 Goodwill, CDI and non-compete agreements, net of tax (1,158,738) (1,153,576) (1,155,528) Tangible shareholders’ equity $ 1,510,011 $ 1,519,513 $ 1,425,998 Common shares outstanding 71,207 71,152 70,599 Tangible book value per share $ 21.21 $ 21.36 $ 20.20 Total assets $19,280,873 $19,354,308 $17,355,179 Goodwill, CDI and non-compete agreements, net of tax (1,158,738) (1,153,576) (1,155,528) Tangible assets $18,122,135 $18,200,732 $16,199,651 Tangible shareholders’ equity to tangible assets 8.3% 8.3% 8.8% Net income $ 9,446 $ 40,459 $ 47,168 $ 149,523 $ 108,032 Significant items, net of tax(1) 53,240 13,782 6,906 70,033 35,695 Net income, excl. significant items(1) $ 62,686 $ 54,241 $ 54,074 $ 219,556 $ 143,727 Diluted earnings per share $ 0.13 $ 0.56 $ 0.66 $ 2.08 $ 2.17 Effect of significant items, net of tax(1) 0.74 0.20 0.09 0.98 0.71 Diluted earnings per share, excl. significant items(1) $ 0.87 $ 0.76 $ 0.75 $ 3.06 $ 2.88 Average assets $19,207,430 $18,858,148 $17,264,668 $18,465,156 $12,037,155 Return on average assets 0.20% 0.86% 1.09% 0.81% 0.90% Effect of significant items, net of tax(1) 1.11% 0.29% 0.16% 0.38% 0.29% Return on average assets, excl. significant items(1) 1.31% 1.15% 1.25% 1.19% 1.19% Average shareholders’ equity $ 2,676,029 $ 2,643,233 $ 2,564,943 $ 2,627,862 $ 1,546,721 Average goodwill, CDI and noncompete agreements, net of tax 1,156,122 1,153,394 1,153,598 1,155,734 582,536 Average tangible shareholders' equity 1,519,907 1,489,839 1,411,345 1,472,128 964,185 Return on average shareholders’ equity 1.4% 6.1% 7.4% 5.7% 7.0% Effect of significant items, net of tax(1) 8.0 2.1 1.0 2.7 2.3 Return on average shareholders’ equity, excl. significant items(1) 9.4% 8.2% 8.4% 8.4% 9.3% Return on average tangible shareholders’ equity 2.5% 10.9% 13.4% 10.2% 11.2% Effect of significant items, net of tax(1) 14.0 3.7 1.9 4.7 3.7 Return on average tangible shareholders’ equity, excl. significant items (1) 16.5% 14.6% 15.3% 14.9% 14.9% (Dollars in thousands, except per share data) Appendix: Non-GAAP Reconciliation 18 (Dollars in thousands, except per share data) (1) "Significant items" include merger and restructuring expenses, the charge to income tax expense as a result of the revaluation of the net deferred tax assets, the fourth quarter of 2017 losses on sales of investment securities and the fourth quarter of 2016 gain on sales of branch offices.

Q4 2017 Q3 2017 Q4 2016 Efficiency Ratio: Total revenue – GAAP $ 178,224 $ 175,750 $ 186,711 Net interest income FTE adjustment 3,580 3,260 2,945 Loan servicing rights change in fair value (gains)losses 13 4,041 (6,348) Significant items(1) 7,556 (1) (7,467) Total revenue – Non-GAAP $ 189,373 $ 183,050 $ 175,841 Operating expenses – GAAP $ 100,022 $ 119,539 $ 114,302 Merger and restructuring expenses (2,567) (21,203) (18,016) Impairment of income tax credits (6,157) (3,095) — Operating expenses, core - Non-GAAP 91,298 95,241 96,286 Amortization of intangibles (1,525) (1,526) (1,843) Operating expenses, efficiency ratio -excluding merger & restructuring expenses, impairment of income tax credits and amortization of intangibles - Non-GAAP $ 89,773 $ 93,715 $ 94,443 Efficiency ratio – GAAP 56.1% 68.0% 61.2% Efficiency ratio – adjusted 47.4% 51.2% 53.7% Net Interest Margin: Net interest income – GAAP $ 145,905 $ 143,628 $ 132,447 Adjustments for tax equivalent interest: Loans (855) (824) (838) Investment securities (2,725) (2,436) (2,107) Total taxable equivalent adjustments (3,580) (3,260) (2,945) Net interest income (on a tax equivalent basis) $ 149,485 $ 146,888 $ 135,392 Average interest-earning assets $ 17,138,285 $ 16,815,240 $ 15,156,107 Net interest margin – GAAP 3.39% 3.40% 3.48% Net interest margin (on a tax-equivalent basis) 3.47% 3.48% 3.56% (Dollars in thousands, except per share data) Appendix: Non-GAAP Reconciliation 19 (Dollars in thousands, except per share data) (1) Significant items include fourth quarter 2017 losses on sales of investment securities.