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): October 21, 2015

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))

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Item 2.02 Results of Operations and Financial Condition.

On October 21, 2015, 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 October 21, 2015. 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.

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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:	October 21, 2015	CHEMICAL FINANCIAL CORPORATION (Registrant)
		/s/ Lori A. Gwizdala
		Lori A. Gwizdala
		Executive Vice President, Chief Financial      Officer and Treasurer

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EXHIBIT INDEX

Exhibit Number Document

99.1 Press Release dated October 21, 2015. 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.

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EX-99.1

Exhibit 99.1

For further information:

David B. Ramaker, CEO

Lori A. Gwizdala, CFO

989-839-5350

Chemical Financial Corporation Reports 2015Third Quarter Operating Results

MIDLAND, MI, October 21, 2015 -- Chemical Financial Corporation (the "Corporation") (NASDAQ:CHFC) today announced 2015third quarter net income of $24.5 million, or $0.64 per diluted share, compared to 2014third quarter net income of $16.8 million, or $0.51 per diluted share, and 2015second quarter net income of $19.0 million, or $0.54 per diluted share. Net income was $61.3 million, or $1.72 per diluted share, for the nine months ended September 30, 2015, compared to $46.8 million, or $1.51 per diluted share, for the nine months ended September 30, 2014.

Excluding nonrecurring acquisition-related expenses, net income in the third quarter of 2015 was $25.1 million, or $0.65 per diluted share, compared to $17.6 million, or $0.53 per diluted share, in the third quarter of 2014 and $21.7 million, or $0.61 per diluted share, in the second quarter of 2015. For the first nine months of 2015, excluding nonrecurring acquisition-related expenses, net income was $65.5 million, or $1.84 per diluted share, compared to $48.3 million, or $1.55 per diluted share, during the first nine months of 2014.

“Chemical Financial Corporation’s 25 percent per share earnings growth over the prior year’s third quarter reflects the combined effects of the Northwestern Bancorp, Lake Michigan Financial Corporation and Monarch Community Bancorp acquisitions completed over the past year, augmented by sustained strong organic loan growth across our core banking franchise during that time,” noted David B. Ramaker, Chairman, Chief Executive Officer and President of Chemical Financial Corporation. “The Company’s ability to seamlessly integrate these acquisitions while sustaining growth across its expanding Michigan footprint is a testament to the continued strengthening of Michigan’s economy, the attractiveness of Chemical’s community-oriented approach to the Michigan businesses and customers we serve, and, importantly, the combined efforts of the 2,000 plus team members in the Chemical family.”

"We are on schedule to complete the consolidation of The Bank of Holland and The Bank of Northern Michigan in the fourth quarter of 2015. As we look to the future, we are confident that our proven ability to combine organic growth in the markets we currently serve with acquisitive growth will benefit our shareholders as we look to significantly drive total assets beyond the $10 billion level," added Ramaker.

The double digit percentage increases in earnings per share, excluding nonrecurring acquisition-related expenses, for the three- and nine-month periods ended September 30, 2015, compared to the same periods for the prior year, were primarily driven by higher net interest income due to organic loan growth over the last twelve months and incremental earnings from the acquisitions of Northwestern Bancorp, Inc. ("Northwestern"), Monarch Community Bancorp, Inc. ("Monarch") and Lake Michigan Financial Corporation ("Lake Michigan") that closed on October 31, 2014, April 1, 2015 and May 31, 2015, respectively. The increase in earnings per share in the third quarter of 2015, compared to the second quarter of 2015, was attributable to increases in net interest income and noninterest income from the legacy operations of Chemical Bank, in addition to incremental earnings from the Lake Michigan and Monarch transactions.

The Corporation's return on average assets, excluding nonrecurring acquisition-related expenses, was 1.08% during the third quarter of 2015, compared to 1.09% in the third quarter of 2014 and 1.07% in the second quarter of 2015. The Corporation's return on average shareholders' equity, excluding nonrecurring acquisition-related expenses, was 10.1% in the third quarter of 2015, compared to 8.8% in the third quarter of 2014 and 9.8% in the second quarter of 2015.

Net interest income was $73.6 million in the third quarter of 2015, $20.5 million, or 39%, higher than the third quarter of 2014 and $7.9 million, or 12%, higher than the second quarter of 2015. The increase in net interest income in the third quarter of 2015 over the third quarter of 2014 was largely attributable to the positive impact of organic loan growth and the impact of the Lake Michigan, Monarch and Northwestern transactions. The increase in net interest income in the third quarter of 2015 over the second quarter of 2015 was primarily attributable to the incremental benefit of the Lake Michigan transaction for the full quarter. The Corporation's net interest income also benefited from one additional day in the third quarter of 2015 and additional net interest income resulting from second and third quarter 2015 organic loan growth.

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The net interest margin (on a tax-equivalent basis) was 3.55% in the third quarter of 2015, compared to 3.59% in both the third quarter of 2014 and the second quarter of 2015. The decrease in the net interest margin in the third quarter of 2015, compared to the second quarter of 2015, was attributable to a combination of the Corporation borrowing $100 million of long-term FHLB advances at an average interest rate of 1.48%, which were used to pay down short-term borrowings with an average interest rate of 0.25%, an increase in the Corporation's seasonal municipal deposits that were maintained at the Federal Reserve Bank (FRB) at approximately the same interest yield as the interest rate paid on the deposits, and the impact of a full quarter of the Lake Michigan transaction. The positive impact on the net interest margin attributable to organic loan growth during the twelve months ended September 30, 2015 was partially offset by a reduction in the average yield on the loan portfolio. The average yield on the loan portfolio was 4.15% in the third quarter of 2015, compared to 4.23% in the third quarter of 2014 and 4.17% in the second quarter of 2015. The average yield of the investment securities portfolio was 2.08% in the third quarter of 2015, compared to 2.19% in the third quarter of 2014 and 2.03% in the second quarter of 2015. Modest changes in the mix of customer deposits and the repricing of matured customer certificates of deposit was offset by the higher cost of $278 million of brokered deposits and $155 million of other wholesale borrowings acquired in the Lake Michigan transaction. The Corporation's average cost of funds was 0.25% in the third quarter of 2015, compared to 0.25% in the third quarter of 2014 and 0.22% in the second quarter of 2015.

The provision for loan losses was $1.5 million in the third quarter of 2015, unchanged from both the third quarter of 2014 and the second quarter of 2015. The Corporation's quarterly provision for loan losses remained relatively consistent throughout 2014 and the first nine months of 2015, despite significant organic growth in its loan portfolio, due primarily to a reduction in net loan charge-offs and strong credit quality.

Net loan charge-offs were $0.8 million, or 0.05% of average loans, in the third quarter of 2015, compared to $2.3 million, or 0.18% of average loans, in the third quarter of 2014 and $1.8 million, or 0.12% of average loans, in the second quarter of 2015. The reduction in net loan charge-offs in the third quarter of 2015, compared to the third quarter of 2014, was characteristic of an improving economy in the State of Michigan. Net loan charge-offs were 0.10% of average loans during the nine months ended September 30, 2015, compared to 0.18% of average loans for the same period in 2014.

The Corporation's nonperforming loans, consisting of nonaccrual loans, accruing loans past due 90 days or more as to principal or interest payments and nonperforming troubled debt restructurings, totaled $81.2 million at September 30, 2015, compared to $70.9 million at June 30, 2015 and $70.7 million at September 30, 2014. Nonperforming loans comprised 1.13% of total loans at September 30, 2015, compared to 1.01% at June 30, 2015 and 1.40% at September 30, 2014. The decrease in the percentage of nonperforming loans to total loans at September 30, 2015, compared to September 30, 2014, was partially due to the addition of $1.58 billion of total loans acquired in the Lake Michigan, Monarch and Northwestern transactions, with no corresponding increase in nonperforming loans as these acquired loans are not classified as nonperforming after the acquisition date since they are recorded in loan pools at their net realizable value.

The increase in nonperforming loans during the third quarter of 2015 was primarily due to a $10.4 million commercial loan relationship being downgraded to nonaccrual status during the quarter. As of September 30, 2015, the borrower, which primarily operates as a tier 1 and tier 2 supplier in the automotive manufacturing industry, has made all principal and interest payments under a forbearance agreement with the Corporation. Based on a collateral review for this loan relationship, the Corporation established a specific impairment reserve of $3.0 million for this loan relationship as of September 30, 2015. The Corporation determined that an additional provision for loan losses as a result of this downgrade was not required as the Corporation's allowance for loan losses was at a sufficient level to absorb estimated losses from this commercial loan relationship due to the continued decline in the Corporation's loan losses. The Corporation has another $4.4 million of loans in its acquired loan portfolio at September 30, 2015 related to this same loan relationship. These additional loans are not classified as nonperforming since they are recorded in loan pools at their net realizable value. Based on the collateral review for the portion of this loan relationship that is included in the acquired loan portfolio, the Corporation estimated a reduction in expected cash flows of $1.3 million on this loan relationship. The Corporation did not need to recognize a provision for loan losses for these $4.4 million of acquired loans based on the total remaining expected cash flows of the loan pool in which they are included.

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At September 30, 2015, the allowance for loan losses of the originated loan portfolio was $75.6 million, or 1.33% of originated loans, compared to $74.9 million, or 1.40% of originated loans, at June 30, 2015 and $76.5 million, or 1.60% of originated loans, at September 30, 2014. The allowance for loan losses of the originated loan portfolio as a percentage of nonperforming loans was 93% at September 30, 2015, compared to 106% at June 30, 2015 and 108% at September 30, 2014.

Noninterest income was $20.2 million in the third quarter of 2015, compared to $15.4 million in the third quarter of 2014 and $20.7 million in the second quarter of 2015. Noninterest income in the third quarter of 2015 was higher than the third quarter of 2014, with all major categories of noninterest income higher and largely attributable to incremental revenue due to the Lake Michigan, Monarch and Northwestern transactions. Noninterest income in the third quarter of 2015 was slightly lower than the second quarter of 2015, with the decrease largely attributable to lower wealth management revenue, which was partially offset by incremental revenue attributable to the Lake Michigan transaction. The reduction in wealth management revenue was primarily attributable to a reduction in asset-based fees that resulted from the general decline in the equity markets during the third quarter of 2015 and $0.2 million of seasonal tax-related revenue realized in the second quarter of 2015.

Operating expenses were $58.3 million in the third quarter of 2015, compared to $42.7 million in the third quarter of 2014 and $56.8 million in the second quarter of 2015. Operating expenses included nonrecurring acquisition-related expenses attributable to acquisitions of $0.9 million in the third quarter of 2015, $1.3 million in the third quarter of 2014 and $3.5 million in the second quarter of 2015. Excluding these nonrecurring acquisition-related expenses, operating expenses were $57.4 million in the third quarter of 2015, $15.9 million, or 38%, higher than the third quarter of 2014 and $4.0 million, or 7.6%, higher than the second quarter of 2015. The increase in operating expenses in the third quarter of 2015, compared to the third quarter of 2014, was primarily attributable to incremental operating costs associated with the Lake Michigan, Monarch and Northwestern transactions, while the increase in the third quarter of 2015, compared to the second quarter of 2015, was primarily attributable to incremental operating costs associated with the Lake Michigan transaction for the full quarter.

Nonrecurring acquisition-related expenses attributable to the Lake Michigan and Monarch acquisitions were $5.7 million for the nine months ended September 30, 2015, while nonrecurring acquisition-related expenses attributable to the acquisition of Northwestern were $2.2 million for the nine months ended September 30, 2014. The Corporation expects to incur approximately $1.5 million of nonrecurring acquisition-related expenses in the fourth quarter of 2015 in connection with the consolidations and related systems conversions of The Bank of Holland and The Bank of Northern Michigan with and into Chemical Bank.

The Corporation's efficiency ratio was 59.9% in the third quarter of 2015, 60.5% in the second quarter of 2015 and 59.2% in the third quarter of 2014.

Total assets were $9.26 billion at September 30, 2015, compared to $9.02 billion at June 30, 2015 and $6.60 billion at September 30, 2014. The increase in total assets during the three months ended September 30, 2015 was attributable to an increase in seasonal municipal deposits that were utilized to fund loan growth. The increase in total assets during the twelve months ended September 30, 2015 was largely attributable to the Lake Michigan, Monarch and Northwestern transactions, in addition to an organic increase in customer deposits of $374 million that was used to partially fund loan growth. Interest-bearing balances at the FRB totaled $109 million at September 30, 2015, compared to $16 million at June 30, 2015 and $248 million at September 30, 2014. The increase in interest-bearing balances at the FRB during the third quarter of 2015 was attributable to an increase in seasonable municipal deposit accounts. Investment securities were $1.14 billion at September 30, 2015, compared to $1.16 billion at June 30, 2015 and $895 million at September 30, 2014. The increase in investment securities during the twelve months ended September 30, 2015 was due to investment securities acquired in the Lake Michigan and Northwestern transactions.

Total loans were $7.22 billion at September 30, 2015, up $181 million, or 2.6%, from total loans of $7.03 billion at June 30, 2015 and up $2.18 billion, or 43%, from total loans of $5.04 billion at September 30, 2014. The increase in loans during the three months ended September 30, 2015 was attributable to organic loan growth. The increase in loans during the twelve months ended September 30, 2015 was attributable to $1.58 billion of loans acquired in the Lake Michigan, Monarch and Northwestern acquisitions and $592 million of organic loan growth.

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Total deposits were $7.62 billion at September 30, 2015, compared to $7.29 billion at June 30, 2015 and $5.43 billion at September 30, 2014. The increase in deposits during the third quarter of 2015 was attributable to a $350 million increase in seasonal municipal deposit accounts. Short-term borrowings were $330 million at September 30, 2015, compared to $532 million at June 30, 2015 and $323 million at September 30, 2014. Other borrowings were $248 million at September 30, 2015 and $148 million at June 30, 2015. The Corporation had no other borrowings at September 30, 2014. The increase in other borrowings during the third quarter of 2015 was attributable to the Corporation borrowing $100 million of long-term FHLB advances which were used to pay down certain short-term borrowings. The decrease in short-term borrowings during the third quarter of 2015 was attributable to funds obtained from the long-term FHLB advances and seasonal municipal deposit accounts. The increase in total deposits and other borrowings during the twelve months ended September 30, 2015 was largely attributable to the acquisitions of Lake Michigan, Monarch and Northwestern. The Corporation acquired $1.86 billion in deposits and $163 million in combined borrowings as of the respective acquisition dates for these transactions.

At September 30, 2015, the Corporation's tangible equity to assets ratio and total risk-based capital ratio were 7.8% and 11.5%, respectively, compared to 7.8% and 11.7%, respectively, at June 30, 2015 and 10.5% and 15.0%, respectively, at September 30, 2014. The decrease in the Corporation's capital ratios at September 30, 2015, compared to September 30, 2014, was attributable to the Lake Michigan, Monarch and Northwestern acquisitions. At September 30, 2015, the Corporation's book value was $26.18 per share, compared to $25.74 per share at June 30, 2015 and $24.47 per share at September 30, 2014. At September 30, 2015, the Corporation's tangible book value was $18.32 per share, compared to $17.87 per share at June 30, 2015 and $20.68 per share at September 30, 2014.

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

Chemical Financial Corporation will host a conference call to discuss its third quarter2015 operating results on Thursday, October 22, 2015, at 10:30 a.m. EDT. Anyone interested may access the conference call on a live basis by dialing toll-free at 1-888-556-4997 and entering 6459217 for the conference ID. The call will also be broadcast live over the Internet hosted at Chemical Financial Corporation's website at www.chemicalbankmi.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.

Chemical Financial Corporation is the second largest banking company headquartered and operating branch offices in Michigan. The Corporation operates through its subsidiary banks, Chemical Bank, The Bank of Holland and The Bank of Northern Michigan, with 187 banking offices spread over 47 counties in Michigan. At September 30, 2015, the Corporation had total assets of $9.3 billion. Chemical Financial Corporation's common stock trades on The NASDAQ Stock Market under the symbol CHFC and is one of the issues comprising The NASDAQ Global Select Market. More information about the Corporation is available by visiting the investor relations section of its website at www.chemicalbankmi.com.

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

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

This press release may also contain forward-looking statements regarding the Corporation's outlook or expectations with respect to its recently completed acquisition of Lake Michigan, the expected costs to be incurred in connection with the acquisition, Lake Michigan's future performance and consequences of its integration into the Corporation and the impact of the transaction on the Corporation’s future performance.

Risk factors relating to this transaction and the integration of Lake Michigan into the Corporation after closing include, without limitation:

• The transaction may be more expensive to complete and the anticipated benefits, including anticipated cost savings and strategic gains, may be significantly harder or take longer to achieve than expected or may not be achieved in their entirety as a result of unexpected factors or events.

• The integration of Lake Michigan's business and operations into the Corporation, which will include conversion of operating systems and procedures, may take longer than anticipated or be more costly than anticipated or have unanticipated adverse results relating to Lake Michigan's or the Corporation's existing businesses.

• The Corporation's ability to achieve anticipated results from the transaction is dependent on the state of the economic and financial markets going forward. Specifically, the Corporation may incur more credit losses from Lake Michigan's loan portfolio than expected and deposit attrition may be greater than expected.

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, 2014. These and other factors are representative of the risk factors that may emerge and could cause a difference between an ultimate actual outcome and a preceding forward-looking statement.

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Chemical Financial Corporation Announces 2015Third Quarter Operating Results

Consolidated Statements of Financial Position (Unaudited)

Chemical Financial Corporation

	September 30, 2015			June 30, 2015			December 31, 2014			September 30, 2014
	(In thousands, except per share data)
Assets
Cash and cash equivalents:
Cash and cash due from banks	$	151,512		$	167,054		$	144,892		$	134,116
Interest-bearing deposits with the Federal Reserve Bank and other banks	140,025			47,980			38,128			248,022
Total cash and cash equivalents	291,537			215,034			183,020			382,138
Investment securities:
Available-for-sale	635,641			685,706			748,864			576,211
Held-to-maturity	501,083			469,837			316,413			318,562
Total investment securities	1,136,724			1,155,543			1,065,277			894,773
Loans held-for-sale	12,319			7,798			9,128			9,347
Loans:
Commercial	1,829,870			1,754,873			1,354,881			1,239,946
Commercial real estate	2,227,364			2,243,513			1,557,648			1,322,646
Real estate construction and land development	145,581			112,312			171,495			136,216
Residential mortgage	1,394,427			1,310,167			1,110,390			984,049
Consumer installment and home equity	1,618,953			1,613,878			1,493,816			1,358,063
Total loans	7,216,195			7,034,743			5,688,230			5,040,920
Allowance for loan losses	(75,626		)	(74,941		)	(75,683		)	(77,006		)
Net loans	7,140,569			6,959,802			5,612,547			4,963,914
Premises and equipment	110,670			111,968			97,496			80,127
Goodwill	286,454			285,512			180,128			120,164
Other intangible assets	39,864			41,201			33,080			11,958
Interest receivable and other assets	246,417			243,867			141,467			134,564
Total Assets	$	9,264,554		$	9,020,725		$	7,322,143		$	6,596,985
Liabilities
Deposits:
Noninterest-bearing	$	1,875,636		$	1,860,863		$	1,591,661		$	1,344,716
Interest-bearing	5,739,575			5,432,116			4,487,310			4,087,211
Total deposits	7,615,211			7,292,979			6,078,971			5,431,927
Interest payable and other liabilities	72,568			66,174			56,572			40,366
Short-term borrowings	330,016			532,291			389,467			323,086
Other borrowings	248,396			148,490			—			—
Total liabilities	8,266,191			8,039,934			6,525,010			5,795,379
Shareholders' Equity
Preferred stock, no par value per share	—			—			—			—
Common stock, $1 par value per share	38,131			38,110			32,774			32,763
Additional paid-in capital	723,427			722,329			565,166			564,127
Retained earnings	265,991			251,456			231,646			224,222
Accumulated other comprehensive loss	(29,186		)	(31,104		)	(32,453		)	(19,506		)
Total shareholders' equity	998,363			980,791			797,133			801,606
Total Liabilities and Shareholders' Equity	$	9,264,554		$	9,020,725		$	7,322,143		$	6,596,985

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Chemical Financial Corporation Announces 2015Third Quarter Operating Results

Consolidated Statements of Income (Unaudited)

Chemical Financial Corporation

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2015			2014			2015			2014
	(In thousands, except per share data)
Interest Income
Interest and fees on loans	$	73,809		$	52,343		$	196,519		$	152,289
Interest on investment securities:
Taxable	2,233			2,194			6,742			6,825
Tax-exempt	2,399			1,838			6,490			5,213
Dividends on nonmarketable equity securities	266			160			1,015			809
Interest on deposits with the Federal Reserve Bank and other banks	144			94			394			318
Total interest income	78,851			56,629			211,160			165,454
Interest Expense
Interest on deposits	4,304			3,469			11,286			10,840
Interest on short-term borrowings	144			92			343			307
Interest on other borrowings	786			—			999			—
Total interest expense	5,234			3,561			12,628			11,147
Net Interest Income	73,617			53,068			198,532			154,307
Provision for loan losses	1,500			1,500			4,500			4,600
Net interest income after provision for loan losses	72,117			51,568			194,032			149,707
Noninterest Income
Service charges and fees on deposit accounts	6,722			5,612			19,083			16,028
Wealth management revenue	4,725			3,730			15,401			11,319
Other charges and fees for customer services	6,818			4,686			19,324			13,562
Mortgage banking revenue	1,436			1,166			4,527			3,451
Gain on sale of investment securities	5			—			612			—
Other	509			157			1,217			508
Total noninterest income	20,215			15,351			60,164			44,868
Operating Expenses
Salaries, wages and employee benefits	33,985			24,885			94,949			73,929
Occupancy	4,781			3,629			13,593			11,641
Equipment and software	4,589			3,587			13,467			10,461
Acquisition-related expenses	900			1,279			5,719			2,249
Other	14,010			9,322			38,342			29,029
Total operating expenses	58,265			42,702			166,070			127,309
Income before income taxes	34,067			24,217			88,126			67,266
Federal income tax expense	9,600			7,450			26,800			20,450
Net Income	$	24,467		$	16,767		$	61,326		$	46,816
Earnings Per Common Share:
Weighted average common shares outstanding for basic earnings per share	38,123			32,762			35,384			30,896
Weighted average common shares outstanding for diluted earnings per share, including common stock equivalents	38,393			32,956			35,630			31,101
Basic earnings per share	$	0.64		$	0.51		$	1.73		$	1.52
Diluted earnings per share	0.64			0.51			1.72			1.51
Cash Dividends Declared Per Common Share	0.26			0.24			0.74			0.70
Key Ratios (annualized where applicable):
Return on average assets	1.05		%	1.04		%	0.99		%	0.99		%
Return on average shareholders' equity	9.8		%	8.4		%	9.2		%	8.5		%
Net interest margin	3.55		%	3.59		%	3.56		%	3.57		%
Efficiency ratio	59.9		%	59.2		%	60.8		%	61.4		%

7

Chemical Financial Corporation Announces 2015Third Quarter Operating Results

Financial Summary (Unaudited)

Chemical Financial Corporation

(Dollars in Thousands)

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

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

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

8

Chemical Financial Corporation Announces 2015Third Quarter Operating Results

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

Chemical Financial Corporation

	Three Months Ended September 30, 2015						Three Months Ended September 30, 2014
	Average Balance		Interest (FTE)		Effective Yield/Rate*		Average Balance		Interest (FTE)		Effective Yield/Rate*
Assets	(Dollars in thousands)
Interest-earning assets:
Loans**	$	7,135,013	$	74,549	4.15	%	$	4,970,635	$	52,900	4.23	%
Taxable investment securities	692,906		2,233		1.29		616,191		2,194		1.42
Tax-exempt investment securities	448,214		3,690		3.29		300,975		2,827		3.76
Other interest-earning assets	36,142		266		2.92		25,572		160		2.48
Interest-bearing deposits with the Federal Reserve Bank and other banks	155,664		144		0.37		133,618		94		0.28
Total interest-earning assets	8,467,939		80,882		3.80		6,046,991		58,175		3.82
Less: allowance for loan losses	75,337						77,536
Other assets:
Cash and cash due from banks	174,816						133,465
Premises and equipment	112,252						74,738
Interest receivable and other assets	524,186						234,802
Total assets	$	9,203,856					$	6,412,460
Liabilities and Shareholders' Equity
Interest-bearing liabilities:
Interest-bearing demand deposits	$	1,778,681	$	436	0.10	%	$	1,206,075	$	308	0.10	%
Savings deposits	2,033,613		389		0.08		1,441,114		327		0.09
Time deposits	1,728,725		3,479		0.80		1,264,477		2,834		0.89
Short-term borrowings	504,252		144		0.11		325,960		92		0.11
Other borrowings	188,673		786		1.65		—		—		—
Total interest-bearing liabilities	6,233,944		5,234		0.33		4,237,626		3,561		0.33
Noninterest-bearing deposits	1,911,537		—		—		1,337,651		—		—
Total deposits and borrowed funds	8,145,481		5,234		0.25		5,575,277		3,561		0.25
Interest payable and other liabilities	70,648						42,472
Shareholders' equity	987,727						794,711
Total liabilities and shareholders' equity	$	9,203,856					$	6,412,460
Net Interest Spread (Average yield earned on interest-earning assets minus average rate paid on interest-bearing liabilities)					3.47	%					3.49	%
Net Interest Income (FTE)			$	75,648					$	54,614
Net Interest Margin (Net Interest Income (FTE) divided by total average interest-earning assets)					3.55	%					3.59	%

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

9

Chemical Financial Corporation Announces 2015Third Quarter Operating Results

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

Chemical Financial Corporation

	Nine Months Ended September 30, 2015						Nine Months Ended September 30, 2014
	Average Balance		Interest (FTE)		Effective Yield/Rate*		Average Balance		Interest (FTE)		Effective Yield/Rate*
Assets	(Dollars in thousands)
Interest-earning assets:
Loans**	$	6,376,527	$	198,436	4.16	%	$	4,833,468	$	153,928	4.26	%
Taxable investment securities	708,618		6,742		1.27		652,969		6,825		1.39
Tax-exempt investment securities	392,555		9,983		3.39		270,699		8,018		3.95
Other interest-earning assets	33,308		1,015		4.07		25,572		809		4.23
Interest-bearing deposits with the Federal Reserve Bank and other banks	135,795		394		0.39		156,299		318		0.27
Total interest-earning assets	7,646,803		216,570		3.78		5,939,007		169,898		3.82
Less: allowance for loan losses	75,430						78,488
Other assets:
Cash and cash due from banks	154,157						123,390
Premises and equipment	104,477						74,618
Interest receivable and other assets	417,347						234,413
Total assets	$	8,247,354					$	6,292,940
Liabilities and Shareholders' Equity
Interest-bearing liabilities:
Interest-bearing demand deposits	$	1,609,323	$	1,051	0.09	%	$	1,189,200	$	868	0.10	%
Savings deposits	1,921,750		1,119		0.08		1,424,494		958		0.09
Time deposits	1,518,842		9,116		0.80		1,307,174		9,014		0.92
Short-term borrowings	415,160		343		0.11		333,809		307		0.12
Other borrowings	84,843		999		1.57		—		—		—
Total interest-bearing liabilities	5,549,918		12,628		0.30		4,254,677		11,147		0.35
Noninterest-bearing deposits	1,743,351		—		—		1,260,582		—		—
Total deposits and borrowed funds	7,293,269		12,628		0.23		5,515,259		11,147		0.27
Interest payable and other liabilities	62,060						40,360
Shareholders' equity	892,025						737,321
Total liabilities and shareholders' equity	$	8,247,354					$	6,292,940
Net Interest Spread (Average yield earned on interest-earning assets minus average rate paid on interest-bearing liabilities)					3.48	%					3.47	%
Net Interest Income (FTE)			$	203,942					$	158,751
Net Interest Margin (Net Interest Income (FTE) divided by total average interest-earning assets)					3.56	%					3.57	%

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

10

Chemical Financial Corporation Announces 2015Third Quarter Operating Results

Nonperforming Assets (Unaudited)

Chemical Financial Corporation

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

11

Chemical Financial Corporation Announces 2015Third Quarter Operating Results

Summary of Loan Loss Experience (Unaudited)

Chemical Financial Corporation

	3rd Quarter 2015			2nd Quarter 2015			1st Quarter 2015			4th Quarter 2014			3rd Quarter 2014			2nd Quarter 2014			1st Quarter 2014			Nine Months Ended
																						Sept 30, 2015			Sept 30, 2014
	(In thousands)
Allowance for loan losses - originated loan portfolio
Allowance for loan losses - beginning of period	$	74,941		$	75,256		$	75,183		$	76,506		$	77,293		$	77,973		$	78,572		$	75,183		$	78,572
Provision for loan losses	1,500			1,500			2,000			1,500			1,500			1,500			1,600			5,000			4,600
Net loan (charge-offs) recoveries:
Commercial	86			(36		)	(424		)	(932		)	(535		)	(569		)	(233		)	(374		)	(1,337		)
Commercial real estate	145			(581		)	(415		)	(620		)	(412		)	(783		)	(241		)	(851		)	(1,436		)
Real estate construction	—			(49		)	(80		)	—			(13		)	—			(100		)	(129		)	(113		)
Land development	(1		)	—			(11		)	363			16			127			142			(12		)	285
Residential mortgage	(214		)	(661		)	(492		)	(277		)	(304		)	(341		)	(704		)	(1,367		)	(1,349		)
Consumer installment	(782		)	(590		)	(649		)	(813		)	(689		)	(612		)	(801		)	(2,021		)	(2,102		)
Home equity	(49		)	102			144			(544		)	(350		)	(2		)	(262		)	197			(614		)
Net loan charge-offs	(815		)	(1,815		)	(1,927		)	(2,823		)	(2,287		)	(2,180		)	(2,199		)	(4,557		)	(6,666		)
Allowance for loan losses - end of period	75,626			74,941			75,256			75,183			76,506			77,293			77,973			75,626			76,506
Allowance for loan losses - acquired loan portfolio
Allowance for loan losses - beginning of period	—			—			500			500			500			500			500			500			500
Provision for loan losses	—			—			(500		)	—			—			—			—			(500		)	—
Allowance for loan losses - end of period	—			—			—			500			500			500			500			—			500
Total allowance for loan losses	$	75,626		$	74,941		$	75,256		$	75,683		$	77,006		$	77,793		$	78,473		$	75,626		$	77,006
Net loan charge-offs as a percent of average loans	0.05%			0.12%			0.14%			0.21%			0.18%			0.18%			0.19%			0.10%			0.18%

12

Chemical Financial Corporation Announces 2015Third Quarter Operating Results

Selected Quarterly Information (Unaudited)

Chemical Financial Corporation

	3rd Quarter 2015			2nd Quarter 2015			1st Quarter 2015			4th Quarter 2014			3rd Quarter 2014			2nd Quarter 2014			1st Quarter 2014
	(Dollars in thousands, except per share data)
Summary of Operations
Interest income	$	78,851		$	69,679		$	62,630		$	61,807		$	56,629		$	55,180		$	53,645
Interest expense	5,234			3,944			3,450			3,563			3,561			3,720			3,866
Net interest income	73,617			65,735			59,180			58,244			53,068			51,460			49,779
Provision for loan losses	1,500			1,500			1,500			1,500			1,500			1,500			1,600
Net interest income after provision for loan losses	72,117			64,235			57,680			56,744			51,568			49,960			48,179
Noninterest income	20,215			20,674			19,275			18,227			15,351			15,801			13,716
Operating expenses	57,365			53,328			49,658			48,477			41,423			41,778			41,859
Acquisition-related expenses	900			3,457			1,362			4,139			1,279			647			323
Income before income taxes	34,067			28,124			25,935			22,355			24,217			23,336			19,713
Federal income tax expense	9,600			9,100			8,100			7,050			7,450			7,100			5,900
Net income	$	24,467		$	19,024		$	17,835		$	15,305		$	16,767		$	16,236		$	13,813
Net interest margin	3.55		%	3.59		%	3.55		%	3.62		%	3.59		%	3.59		%	3.53		%
Per Common Share Data
Net income:
Basic	$	0.64		$	0.54		$	0.54		$	0.47		$	0.51		$	0.54		$	0.46
Diluted	0.64			0.54			0.54			0.46			0.51			0.54			0.46
Diluted, excluding acquisition-related transaction expenses	0.65			0.61			0.57			0.56			0.53			0.55			0.47
Cash dividends declared	0.26			0.24			0.24			0.24			0.24			0.23			0.23
Book value - period-end	26.18			25.74			24.68			24.32			24.47			24.22			23.63
Tangible book value - period-end	18.32			17.87			18.95			18.57			20.68			20.42			19.44
Market value - period-end	32.35			33.06			31.36			30.64			26.89			28.08			32.45

13

EX-99.2

Exhibit 99.2