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 28, 2019

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.)

333 W. Fort Street, Suite 1800 Detroit, Michigan (Address of Principal Executive Offices) 48226 (Zip Code)

Registrant's telephone number, including area code:  (800) 867-9757

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 28, 2019, Chemical Financial Corporation ("Chemical") issued the earnings press release attached as Exhibit 99.1 to this Form 8-K, which is here incorporated by reference. A copy of the supplemental earnings slides 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 7.01 Regulation FD Disclosure

On January 28, 2019, as announced in the earnings press release attached as Exhibit 99.1 to this Form 8-K, which is here incorporated by reference, Chemical has canceled its live conference webcast to review fourth quarter 2018 financial results that was scheduled for Tuesday, January 29, 2019 at 10:30 am ET. Instead, Chemical and TCF Financial Corporation will jointly host a live conference call and webcast on January 28, 2019 at 10:00 am ET to discuss the merger and Chemical will also discuss its fourth quarter 2018 financial results.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

99.1 Earnings Press Release dated January 28, 2019. This Exhibit is furnished to, and not filed with, the Commission.

99.2 Supplemental Earnings 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 28, 2019	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 28, 2019. This Exhibit is furnished to, and not filed with, the Commission.

99.2 Supplemental Earnings 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

800-867-9757

Chemical Financial Corporation reports fourth quarter2018 net income of $73.0 million, representing $1.01 of earnings per diluted average share

DETROIT, MI, January 28, 2019 -- Chemical Financial Corporation ("Corporation" or "Chemical") (NASDAQ:CHFC) today announced 2018fourth quarter net income of $73.0 million, or $1.01 per diluted share, compared to 2018third quarter net income of $70.4 million, or $0.98 per diluted share, and 2017fourth quarter net income of $9.4 million, or $0.13 per diluted share. Net income in the fourth quarter of 2017, excluding merger and restructuring expenses, the revaluation of our net deferred tax assets following the signing of the Tax Cuts and Jobs Act in December 2017 and losses on sales of investment securities taken as part of our treasury and tax management objectives (which we collectively refer to herein as "significant items"), a non-GAAP financial measure, was $62.7 million, or $0.87 per diluted share.⁽¹⁾ Net income for the full year 2018 was $284.0 million, or $3.94 per diluted share, compared to $149.5 million, or $2.08 per diluted share for the full year 2017. Net income for the full year 2017, excluding significant items, a non-GAAP financial measure, was $219.6 million, or $3.06 per diluted share.⁽¹⁾ As previously announced, on January 22, 2019, our Board of Directors declared a first quarter of 2019 dividend on our common stock of $0.34 per share. The first quarter of 2019 dividend will be payable on March 15, 2019, to shareholders of record on March 1, 2019.

"We are pleased with our results for the quarter which reflect loan growth fueling our continued trend of increasing net interest income, improvement in our operating efficiency and an increase in net interest margin," 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 fully recognize and have appreciation for the dedicated efforts of our employees who have strengthened our foundation and positioned us for continued growth and sound operating performance in the years to come."

Our return on average assets was 1.39% during the fourth quarter of 2018, compared to 1.37% in the third quarter of 2018, and 0.20% in the fourth quarter of 2017. Our return on average shareholders' equity was 10.4% in the fourth quarter of 2018, compared to 10.2% in the third quarter of 2018 and 1.4% in the fourth quarter of 2017. Our return on average tangible shareholders' equity, a non-GAP financial measure, was 17.8% in the fourth quarter of 2018, compared to 17.5% in the third quarter of 2018, and 2.5% in the fourth quarter of 2017. During the fourth quarter of 2017, our return on average assets and return on average tangible shareholders' equity, excluding significant items, both non-GAAP financial measures, was 1.31% and 16.5%, respectively.⁽¹⁾

Our net interest income was $163.5 million for the fourth quarter of 2018, $4.0 million, or 2.5%, higher than the third quarter of 2018, and $17.5 million, or 12.0%, higher than the fourth quarter of 2017. The increase in net interest income for the fourth quarter of 2018, compared to both the third quarter of 2018 and the fourth quarter of 2017 was primarily attributable to increases in average balances and yields earned on loans and investment securities, partially offset by an increase in average deposit balances and cost of funds. Fourth quarter 2018 net loan growth was $473.5 million, or an annualized growth rate of 12.8%, and net loan growth over the past twelve months was $1.11 billion, or 7.9%. Our investment securities portfolio grew by $300.7 million in the fourth quarter of 2018, compared to the third quarter of 2018, and $1.01 billion, compared to the fourth quarter of 2017.

Our net interest margin was 3.42% for both the fourth quarter of 2018 and the third quarter of 2018, compared to 3.39% for the fourth quarter of 2017. The net interest margin (fully taxable equivalent (FTE)), a non-GAAP financial measure, increased to 3.49% for the fourth quarter of 2018, compared to 3.48% for the third quarter of 2018, and 3.47% for the fourth quarter of 2017.⁽¹⁾ The increase in our net interest margin (FTE), for the fourth quarter of 2018, compared to both the third quarter of 2018 and the fourth quarter of 2017, was primarily due to increases in average balances and yields earned on loans and investment securities, partially offset by an increase in average

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interest-bearing deposit balances and cost of funds. Our average cost of funds was 1.03% for the fourth quarter of 2018, compared to 0.88% for the third quarter of 2018, and 0.56% for the fourth quarter of 2017. The average yield on our loan portfolio increased to4.80% in the fourth quarter of 2018, compared to 4.68% in the third quarter of 2018 and 4.31% in the fourth quarter of 2017. Interest accretion from purchase accounting discounts on acquired loans contributed 23 basis points to our net interest margin (FTE) in both the fourth quarter of 2018 and the third quarter of 2018, compared to 22 basis points in the fourth quarter of 2017.

Our net interest income was $632.3 million for the year ended December 31, 2018, $74.8 million, or 13.4%, higher than the year ended December 31, 2017. The increase in net interest income for the year ended December 31, 2018, compared to the year ended December 31, 2017, was primarily attributable to increases in average balances and yields earned on loans and investments securities, partially offset by increases in average interest-bearing deposit balances and cost of funds. Our average balance of loans outstanding during the year ended December 31, 2018 was up $998.3 million, compared to the prior year. Our net interest margin improved to 3.48% for the year ended 2018, compared to 3.40% for the year ended 2017. Our net interest margin (FTE), a non-GAAP financial measure, increased to 3.53% for the year ended 2018, compared to 3.48% for the year ended 2017.⁽¹⁾ 

Our provision for loan losses was $8.9 million for the fourth quarter of 2018, compared to $6.0 million for the third quarter of 2018 and $7.5 million for the fourth quarter of 2017. The higher provision for loan losses for the fourth quarter of 2018, compared to both the third quarter of 2018 and the fourth quarter of 2017, was primarily the result of an increase in originated loan growth. Our provision for loan losses was $30.8 million for the year ended December 31, 2018, compared to $23.3 million for the year ended December 31, 2017, with the increase primarily due to an increase in originated loan growth.

Net loan charge-offs were $3.0 million, or 0.08% of average loans, for the fourth quarter of 2018, compared to $2.0 million, or 0.05% of average loans, for the third quarter of 2018 and $1.4 million, or 0.04% of average loans, for the fourth quarter of 2017. Net loan charge-offs totaled $12.7 million, or 0.09% of average loans, for the year ended December 31, 2018, compared to $9.7 million, or 0.07% of average loans, for the year ended December 31, 2017.

Our nonperforming loans totaled $85.4 million at December 31, 2018, compared to $96.7 million at September 30, 2018 and $63.1 million at December 31, 2017. Nonperforming loans comprised 0.56% of total loans at December 31, 2018, compared to 0.65% at September 30, 2018, and 0.45% at December 31, 2017. The decrease in nonperforming loans as a percentage of total loans at December 31, 2018, compared to September 30, 2018, was primarily due to the fourth quarter of 2018 settlement of a real estate construction loan relationship. The increase in nonperforming loans as a percentage of total loans at December 31, 2018, compared to December 31, 2017, was primarily due to commercial and commercial real estate loan relationships that were downgraded to nonaccrual status during the year ended December 31, 2018. Each nonperforming loan is individually evaluated for impairment and we have either established a specific reserve within our allowance for loan losses or charged the loan relationship down to the value of the underlying collateral.

Our total allowance for loan losses was $110.0 million at December 31, 2018. Our allowance for loan losses on our originated loan portfolio was $109.6 million, or 0.93% of originated loans, at December 31, 2018, compared to $103.1 million, or 0.93% of originated loans, at September 30, 2018 and $91.9 million, or 0.94% of originated loans, at December 31, 2017. Our allowance for loan losses on our originated loan portfolio as a percentage of nonperforming loans was 128.7% at December 31, 2018, compared to 106.6% at September 30, 2018, and 145.6% at December 31, 2017. We recorded all acquired loans at their estimated fair value at each respective acquisition date without a carryover of the related allowance and, as of December 31, 2018 and September 30, 2018, our allowance for loan losses on our acquired loan portfolio was $420 thousand and $970 thousand, respectively. At December 31, 2017, we determined no allowance was needed for our acquired loan portfolio.

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Our noninterest income was $32.0 million for the fourth quarter of 2018, compared to $37.9 million for the third quarter of 2018, and $32.3 million for the fourth quarter of 2017. Noninterest income for the fourth quarter of 2018 was lower than the third quarter of 2018, primarily due to a decrease in net gain on sale of loans and other mortgage banking revenue of $5.9 million due to a detriment to earnings caused by a change in fair value in loan servicing rights and lower production volume, and a decrease in bank-owned life insurance of $0.9 million, partially offset by an increase in electronic banking fees of $0.8 million. Noninterest income in the fourth quarter of 2018 was slightly lower than the fourth quarter of 2017, primarily due to decreases in net gain on sale of loans and other mortgage banking revenue of $3.9 million, service charges and fees on deposit accounts of $1.3 million and other noninterest income of $2.6 million, partially offset by the $7.6 million loss on sale of investment securities incurred in the fourth quarter of 2017, as part of our treasury and tax management objectives. Net gain on sale of loans and other mortgage banking revenue included a $2.8 milliondetriment to earnings due to a change in fair value in loan servicing rights for the fourth quarter of 2018, compared to a $0.9 millionbenefit for the third quarter of 2018, and a $13 thousanddetriment for the fourth quarter of 2017. The change in fair value in loan servicing rights was a detriment of $0.03 to diluted earnings per share for the fourth quarter of 2018, compared to a benefit of $0.01 for the third quarter of 2018 and no impact for the fourth quarter of 2017.

Our noninterest income was $148.5 million for the year ended December 31, 2018, compared to $144.0 million for the year ended 2017, which increased primarily due to the $7.6 million loss on sale of investment securities incurred in the fourth quarter of 2017 and an increase in net gain on sale of loans and other mortgage banking revenue of $3.0 million for the year ended December 31, 2018, partially offset by a decrease in electronic banking fees of $5.9 million for the year ended December 31, 2018. Net gain on sale of loans and other mortgage banking revenue included a $1.8 millionbenefit to earnings due to a change in fair value in loan servicing rights for the year ended December 31, 2018, compared to a $6.4 milliondetriment for the year ended December 31, 2017.

Our operating expenses were $108.4 million for the fourth quarter of 2018, compared to $109.7 million for the third quarter of 2018, and $100.0 million for the fourth quarter of 2017. We had no merger and restructuring expenses during the fourth or third quarters of 2018, compared to $2.6 million for the fourth quarter of 2017. Fourth quarter of 2018 included $5.8 million of impairment related to federal historic tax credits, compared to $3.2 million for the third quarter of 2018 and $6.2 million for the fourth quarter of 2017, included within other operating expense. The fourth quarter of 2018 also included expense related to our efforts to implement upgrades to our core operating systems of $1.6 million, compared to $2.7 million for the third quarter of 2018. Our operating expenses excluding the impact of federal historic tax credits, core operating system conversion expense and merger and restructuring expenses, were $101.0 million for the fourth quarter of 2018, compared to $103.8 million for the third quarter of 2018 and $91.3 million for the fourth quarter of 2017. The $2.8 million decrease for the fourth quarter of 2018 operating expenses excluding the previously noted items, compared to the third quarter of 2018, was primarily due to $0.9 million of early lease termination expense in the third quarter of 2018, which reduced occupancy expense in the fourth quarter of 2018, and decreases in credit-related and other expenses included within other operating expenses. The $9.7 million increase in operating expenses excluding the previously noted items, compared to the fourth quarter of 2017, was primarily due to an increase in salaries, wages and employee benefits impacted by increases in staff to support our strategic focus on commercial lending growth and an increase in outside processing and service fees due to the substantial enhancements to our core operating systems.

Our operating expenses were $424.2 million for the year ended December 31, 2018, compared to $422.0 million for the year ended 2017. We had no merger and restructuring expenses during the year ended December 31, 2018, compared to $28.4 million for 2017. The year ended December 31, 2018 included $12.3 million of impairment related to federal historic tax credits, compared to $9.3 million for 2017. The year ended December 31, 2018 also included expense related to our efforts to implement upgrades to our core operating systems of $8.5 million. Operating expenses, excluding the impact of federal historic tax credits, core operation system conversion expense and merger and restructuring expenses, were $403.4 million for the year ended December 31, 2018, an increase of $19.1 million compared to the year ended 2017, primarily due to an increase in salaries, wages and employee benefits impacted by increases in staff to support our strategic focus on commercial lending growth and an increase in outside processing and service fees due to the substantial enhancements to our core operating systems.

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Our efficiency ratio is a measure of operating expenses as a percentage of net interest income and noninterest income. Our efficiency ratio was 55.4% for the fourth quarter of 2018, compared to 55.6% for the third quarter of 2018 and 56.1% for the fourth quarter of 2017. Our efficiency ratio was 54.3% for the year ended December 31, 2018 and 60.1% for the year ended 2017. Our adjusted efficiency ratio, a non-GAAP financial measure, which excludes, as applicable, 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, was 50.4% for the fourth quarter of 2018, compared to 52.8% for the third quarter of 2018 and 47.4% for the fourth quarter of 2017.⁽¹⁾ Our adjusted efficiency ratio was 51.5% for the year ended December 31, 2018 and 51.9% for the year ended 2017.⁽¹⁾ 

Our effective tax rate was 6.6% for the fourth quarter of 2018, compared to 13.8% for the third quarter of 2018 and 86.6% for the fourth quarter of 2017. Our tax rates for periods during 2018 benefited from the enactment of the Tax Cuts and Jobs Act which reduced the federal corporate tax rate to 21% effective January 1, 2018. The tax rate for each period benefited from federal historic tax credits of $6.2 million for the fourth quarter of 2018, $3.2 million for the third quarter of 2018 and $6.2 million for the fourth quarter of 2017. The income tax benefit from the tax credits placed into service was partially offset by the impairment recorded on the same tax credits included within other operating expenses. The effective tax rate for the fourth quarter of 2018 also benefited from adjustments to our tax provisional amounts related to the one year measurement period provided by Staff Accounting Bulletin No. 118 in order to finalize items that were not available in the enactment period associated with the passing of the Tax Cuts and Jobs Act and by certain changes in estimates associated with the filing of our final 2017 tax return. The fourth quarter of 2017 was also impacted by the $46.7 million charge to income tax expense as a result of the revaluation of our net deferred tax assets. The effective tax rate for the year ended December 31, 2018 was 12.9%, compared to 41.7% for the year ended 2017. The tax rate for each period benefited from federal historic tax credits of $12.9 million in the year ended December 31, 2018 and $9.3 million for the year ended December 31, 2017.

Our total assets were $21.50 billion at December 31, 2018, compared to $20.91 billion at September 30, 2018, and $19.28 billion at December 31, 2017. The increase in our total assets during both the fourth quarter of 2018 and the year ended December 31, 2018 was primarily attributable to net loan growth and additions to our investment securities portfolio.

Our total loans were $15.27 billion at December 31, 2018, an increase of$473.5 million, or 3.2%, from total loans of $14.80 billion at September 30, 2018, and an increase of$1.11 billion, or 7.9%, from total loans of $14.16 billion at December 31, 2017. We experienced originated loan growth of $699.3 million in the fourth quarter of 2018, compared to $448.9 million in the third quarter of 2018, and $591.3 million in the fourth quarter of 2017. Growth in our originated loan portfolio was partially offset by run-off in our acquired loan portfolio of $225.8 million in the fourth quarter of 2018, compared to $232.4 million in the third quarter of 2018, and $269.4 million in the fourth quarter of 2017. We experienced originated loan growth of $2.10 billion for the year ended December 31, 2018, partially offset by run-off in our acquired loan portfolio of $982.8 million.

Our investment securities portfolio totaled $3.65 billion at December 31, 2018, an increase of $300.7 million, from $3.35 billion at September 30, 2018, and an increase of $1.01 billion, from $2.64 billion at December 31, 2017. The increase in both the fourth quarter of 2018 and the year ended December 31, 2018 reflects our long-term plan to increase our investment securities portfolio as a percentage of total assets.

Our total deposits were $15.59 billion at December 31, 2018, compared to $15.44 billion at September 30, 2018, and $13.64 billion at December 31, 2017. The increase in deposits during the fourth quarter of 2018 was due to an increase in customer deposits of $78.3 million driven by interest-bearing demand and other time deposit accounts and an increase in brokered deposits of $70.2 million. The increase in deposits during the year ended December 31, 2018 was primarily due to increases of $1.42 billion in customer deposits, with increases across all categories, and $532.3 million in brokered deposits. Collateralized customer deposits were $382.7 million at December 31, 2018, compared to $377.5 million at September 30, 2018, and $415.2 million at December 31, 2017. Loans as a percentage

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of deposits plus collateralized customer deposits were 95.6% at December 31, 2018, compared to 93.5% at September 30, 2018 and 100.7% at December 31, 2017.

Our short-term borrowings were $2.04 billion at December 31, 2018, compared to $1.67 billion at September 30, 2018, and $2.00 billion at December 31, 2017. Our short-term borrowings include short-term FHLB advances that we used to fund our short-term liquidity needs. Our long-term borrowings were $426.0 million at December 31, 2018, compared to $431.0 million at September 30, 2018, and $372.9 million at December 31, 2017.

Our shareholders' equity to total assets ratio was 13.2% at December 31, 2018, compared to 13.3% at September 30, 2018, and 13.8% at December 31, 2017. Our tangible shareholders' equity to assets ratio, a non-GAAP financial measure, and total risk-based capital ratio, were 8.3% and 11.5% (estimated), respectively, at December 31, 2018, compared to 8.3% and 11.7%, respectively, at September 30, 2018, and 8.3% and 11.0%, respectively, at December 31, 2017.⁽¹⁾ Our book value was $39.69 per share at December 31, 2018, compared to $39.04 per share at September 30, 2018 and $37.48 per share at December 31, 2017. Our tangible book value, a non-GAAP financial measure, was $23.54 per share at December 31, 2018, compared to $22.87 per share at September 30, 2018, and $21.21 per share at December 31, 2017.⁽¹⁾ 

(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.

Subsequent Event

As announced and further described in a separate press release issued by Chemical today, Chemical and TCF Financial Corporation have entered into a merger agreement under which the companies will combine in an all stock merger of equals transaction.

Conference Call Details

In light of today's announcement that Chemical has entered into a merger agreement with TCF Financial Corporation ("TCF"), Chemical has canceled its live conference webcast to review fourth quarter 2018 financial results that was scheduled for Tuesday, January 29, 2019 at 10:30 am ET. Instead, Chemical and TCF will jointly host a live conference call and webcast today at 10:00 am ET to discuss the merger and Chemical will also discuss its fourth quarter 2018 financial results. To listen to the live call, please dial 888-378-4398 and enter 575396 for the conference ID. The webcast of the conference call, along with related slides, will be accessible through Chemical's and TCF's websites as well as through the joint transaction website www.PremierMidwestBank.com. The conference call will also be available for replay through TCF's and Chemical's websites.

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, 2018, the Corporation had total consolidated assets of $21.50 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 and the S&P MidCap 400 Index. More information about the Corporation is available by visiting the "Investor Info" section of our website at www.chemicalbank.com.

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Non-GAAP Financial Measures

This press release contains references to financial measures which are not defined in generally accepted accounting principles ("GAAP"). Such non-GAAP financial measures include net income (excluding significant items), diluted earnings per share (excluding significant items), return on average assets, return on average shareholders' equity and return on average tangible shareholders' equity (each excluding significant items), tangible book value per share, the presentation of net interest income and net interest margin on a FTE basis, core operating expenses, operating expenses-efficiency ratio, and the adjusted efficiency ratio.

These non-GAAP financial measures have been included we believe they are helpful for investors to analyze and evaluate our 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.

Forward-Looking Statements

Statements included in this press release which are not historical in nature are intended to be, and hereby are identified as, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Examples of forward-looking statements include, but are not limited to, statements regarding our belief that we are positioned for continued growth and strong operating performance. Words and phrases such as “anticipates,” “believes,” “plans,” “continue,” “estimates,” “expects,” “forecasts,” “future,” “intends,” “is likely,” “judgment,” “look ahead,” “look forward,” “on schedule,” “opinion,” “opportunity,” “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.

Management's determination of the provision and allowance for loan losses; the carrying value of acquired loans, goodwill and loan 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. 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 statements are subject to risks, uncertainties and assumptions that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially from anticipated results. Such risks, uncertainties and assumptions, include, among others, the following:

• our 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;

• operational and regulatory challenges associated with our information technology systems and policies and procedures in light of our rapid growth and systems conversion in 2018;

• our ability to grow deposits;

• our inability to execute on our strategy to expand investments and commercial lending;

• our inability to efficiently manage our operating expenses;

• 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;

• increases in competitive pressure in the banking and financial services industry;

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• the timing of when historic tax credits are placed into service could impact operating expenses;

• current or future restrictions or conditions 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; economic, governmental, or other factors may prevent the projected population, residential, and commercial growth in the markets in which we operate; and

• the risks, uncertainties and assumptions set forth under the heading "Cautionary Note Regarding Forward-Looking Statements" in the joint press release issued by Chemical and TCF on the date hereof with respect to the proposed merger transaction between Chemical and TCF.

Additional factors that could cause results to differ materially from those described above can be found in the risk factors described in Item 1A of Chemical’s Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2017. Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results. Chemical disclaims any obligation to update or revise any forward-looking statements contained in this press release, which speak only as of the date hereof, whether as a result of new information, future events or otherwise, except as required by law.

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Chemical Financial Corporation Announces Fourth Quarter and Full Year 2018 Operating Results

Consolidated Statements of Financial Position (Unaudited)

Chemical Financial Corporation

(In thousands, except per share data)

	December 31, 2018			September 30, 2018			December 31, 2017
Assets
Cash and cash equivalents:
Cash and cash due from banks	$	228,527		$	285,605		$	226,003
Interest-bearing deposits with the Federal Reserve Bank and other banks and federal funds sold	267,312			379,158			229,988
Total cash and cash equivalents	495,839			664,763			455,991
Investment securities:
Carried at fair value	3,021,832			2,736,880			1,963,546
Held-to-maturity	624,099			608,367			677,093
Total investment securities	3,645,931			3,345,247			2,640,639
Loans held-for-sale	85,030			93,736			52,133
Loans:
Total loans	15,269,779			14,796,252			14,155,267
Allowance for loan losses	(109,984		)	(104,041		)	(91,887		)
Net loans	15,159,795			14,692,211			14,063,380
Premises and equipment	123,442			123,305			126,896
Loan servicing rights	71,013			72,707			63,841
Goodwill	1,134,568			1,134,568			1,134,568
Other intangible assets	28,556			29,981			34,271
Interest receivable and other assets	754,167			748,971			709,154
Total Assets	$	21,498,341		$	20,905,489		$	19,280,873
Liabilities
Deposits:
Noninterest-bearing	$	3,809,252		$	4,015,323		$	3,725,779
Interest-bearing	11,784,030			11,429,529			9,917,024
Total deposits	15,593,282			15,444,852			13,642,803
Collateralized customer deposits	382,687			377,471			415,236
Short-term borrowings	2,035,000			1,670,000			2,000,000
Long-term borrowings	426,002			430,971			372,882
Interest payable and other liabilities	225,110			193,271			181,203
Total liabilities	18,662,081			18,116,565			16,612,124
Shareholders' Equity
Preferred stock, no par value per share	—			—			—
Common stock, $1 par value per share	71,460			71,438			71,207
Additional paid-in capital	2,209,761			2,207,631			2,203,637
Retained earnings	616,149			567,510			419,403
Accumulated other comprehensive loss	(61,110		)	(57,655		)	(25,498		)
Total shareholders' equity	2,836,260			2,788,924			2,668,749
Total Liabilities and Shareholders' Equity	$	21,498,341		$	20,905,489		$	19,280,873

8

Chemical Financial Corporation Announces Fourth Quarter and Full Year 2018 Operating Results

Consolidated Statements of Income (Unaudited)

Chemical Financial Corporation

(In thousands, except per share data)

	Three Months Ended									Year Ended
	December 31, 2018			September 30, 2018			December 31, 2017			December 31, 2018			December 31, 2017
Interest Income
Interest and fees on loans	$	180,983		$	172,686		$	150,558		$	675,875		$	573,128
Interest on investment securities:
Taxable	18,746			16,360			10,289			62,231			31,496
Tax-exempt	6,554			6,178			5,105			24,286			18,343
Dividends on nonmarketable equity securities	2,419			1,368			2,018			7,877			4,924
Interest on deposits with the Federal Reserve Bank and other banks and federal funds sold	1,401			1,785			1,192			5,727			4,244
Total interest income	210,103			198,377			169,162			775,996			632,135
Interest Expense
Interest on deposits	34,106			27,250			14,303			96,980			46,727
Interest on collateralized customer deposits	721			721			461			2,607			1,269
Interest on short-term borrowings	9,426			9,510			6,952			37,510			19,052
Interest on long-term borrowings	2,398			1,415			1,541			6,566			7,509
Total interest expense	46,651			38,896			23,257			143,663			74,557
Net Interest Income	163,452			159,481			145,905			632,333			557,578
Provision for loan losses	8,894			6,028			7,522			30,750			23,300
Net interest income after provision for loan losses	154,558			153,453			138,383			601,583			534,278
Noninterest Income
Service charges and fees on deposit accounts	8,654			9,319			9,994			37,097			38,367
Wealth management revenue	6,457			6,040			6,539			25,996			25,512
Other charges and fees for customer services	6,506			5,349			6,601			21,437			29,405
Net gain on sale of loans and other mortgage banking revenue	3,977			9,837			7,925			35,193			32,205
Gain (loss) on sale of investment securities	221			—			(7,556		)	224			(7,388		)
Other	6,232			7,372			8,816			28,589			25,918
Total noninterest income	32,047			37,917			32,319			148,536			144,019
Operating Expenses
Salaries, wages and employee benefits	56,828			56,894			47,363			225,427			212,094
Occupancy	7,360			8,620			7,546			31,670			30,554
Equipment and software	7,641			8,185			8,000			31,761			32,248
Outside processing and service fees	11,698			12,660			9,081			45,387			35,142
Merger expenses	—			—			1,511			—			8,522
Restructuring expenses	—			—			1,056			—			19,880
Other	24,839			23,302			25,465			89,953			83,554
Total operating expenses	108,366			109,661			100,022			424,198			421,994
Income before income taxes	78,239			81,709			70,680			325,921			256,303
Income tax expense	5,200			11,312			61,234			41,901			106,780
Net Income	$	73,039		$	70,397		$	9,446		$	284,020		$	149,523
Earnings Per Common Share:
Weighted average common shares outstanding-basic	71,445			71,385			71,095			71,385			70,865
Weighted average common shares outstanding-diluted	72,079			72,087			71,682			72,025			71,513
Basic earnings per common share	$	1.02		$	0.99		$	0.13		$	3.98		$	2.11
Diluted earnings per common share	$	1.01		$	0.98		$	0.13		$	3.94		$	2.08
Diluted earnings per common share, excluding significant items (non-GAAP)	$	1.01		$	0.98		$	0.87		$	3.94		$	3.06
Cash Dividends Declared Per Common Share	$	0.34		$	0.34		$	0.28		$	1.24		$	1.10
Key Ratios (annualized where applicable):
Return on average assets	1.39		%	1.37		%	0.20		%	1.41		%	0.81		%
Return on average tangible shareholders' equity, excluding significant items (non-GAAP)	17.8		%	17.5		%	16.5		%	17.9		%	14.9		%
Net interest margin (FTE) (non-GAAP)	3.49		%	3.48		%	3.47		%	3.53		%	3.48		%
Efficiency ratio - GAAP	55.4		%	55.6		%	56.1		%	54.3		%	60.1		%
Efficiency ratio - adjusted (non-GAAP)	50.4		%	52.8		%	47.4		%	51.5		%	51.9		%

9

Chemical Financial Corporation Announces Fourth Quarter and Full Year 2018 Operating Results

Selected Quarterly Information (Unaudited)

Chemical Financial Corporation

(Dollars in thousands, except per share data)

	4th Quarter 2018			3rd Quarter 2018			2nd Quarter 2018			1st Quarter 2018			4th Quarter 2017			3rd Quarter 2017			2nd Quarter 2017			1st Quarter 2017
Summary of Operations
Interest income	$210,103			$	198,377		$	189,582		$	177,934		$	169,162		$	164,944		$	155,133		$	142,896
Interest expense	46,651			38,896			32,045			26,071			23,257			21,316			17,185			12,799
Net interest income	163,452			159,481			157,537			151,863			145,905			143,628			137,948			130,097
Provision for loan losses	8,894			6,028			9,572			6,256			7,522			5,499			6,229			4,050
Net interest income after provision for loan losses	154,558			153,453			147,965			145,607			138,383			138,129			131,719			126,047
Noninterest income	32,047			37,917			38,018			40,554			32,319			32,122			41,568			38,010
Operating expenses, excluding merger and restructuring expenses and impairment of income tax credits (non-GAAP)	102,594			106,499			102,845			99,976			91,298			95,241			97,772			100,029
Merger and restructuring expenses	—			—			—			—			2,567			21,203			465			4,167
Impairment of income tax credits	5,772			3,162			1,716			1,634			6,157			3,095			—			—
Income before income taxes	78,239			81,709			81,422			84,551			70,680			50,712			75,050			59,861
Income tax expense	5,200			11,312			12,434			12,955			61,234			10,253			23,036			12,257
Net income	$	73,039		$	70,397		$	68,988		$	71,596		$	9,446		$	40,459		$	52,014		$	47,604
Significant items, net of tax	—			—			—			—			53,240			13,782			302			2,709
Net income, excluding significant items	$	73,039		$	70,397		$	68,988		$	71,596		$	62,686		$	54,241		$	52,316		$	50,313
Per Common Share Data
Net income:
Basic	$	1.02		$	0.99		$	0.97		$	1.01		$	0.13		$	0.57		$	0.73		$	0.67
Diluted	1.01			0.98			0.96			0.99			0.13			0.56			0.73			0.67
Diluted, excluding significant items (non-GAAP)	1.01			0.98			0.96			0.99			0.87			0.76			0.73			0.70
Cash dividends declared	0.34			0.34			0.28			0.28			0.28			0.28			0.27			0.27
Book value - period-end	39.69			39.04			38.52			37.91			37.48			37.57			37.11			36.56
Tangible book value - period-end (non-GAAP)	23.54			22.87			22.33			21.68			21.21			21.36			20.89			20.32
Market value - period-end	36.61			53.40			55.67			54.68			53.47			52.26			48.41			51.15
Key Ratios (annualized where applicable)
Net interest margin (FTE) (non-GAAP)	3.49		%	3.48		%	3.59		%	3.56		%	3.47		%	3.48		%	3.48		%	3.49		%
Efficiency ratio - adjusted (non-GAAP)	50.4		%	52.8		%	51.2		%	51.6		%	47.4		%	51.2		%	52.2		%	57.4		%
Return on average assets	1.39		%	1.37		%	1.39		%	1.47		%	0.20		%	0.86		%	1.14		%	1.09		%
Return on average assets, excluding significant items (non-GAAP)	1.39		%	1.37		%	1.39		%	1.47		%	1.31		%	1.15		%	1.15		%	1.15		%
Return on average shareholders' equity	10.4		%	10.2		%	10.2		%	10.7		%	1.4		%	6.1		%	8.0		%	7.4		%
Return on average tangible shareholders' equity (non-GAAP)	17.8		%	17.5		%	17.8		%	19.0		%	2.5		%	10.9		%	14.3		%	13.3		%
Return on average tangible shareholders' equity, excluding significant items (non-GAAP)	17.8		%	17.5		%	17.8		%	19.0		%	16.5		%	14.6		%	14.4		%	14.1		%
Average shareholders' equity as a percent of average assets	13.4		%	13.5		%	13.6		%	13.7		%	13.9		%	14.0		%	14.3		%	14.8		%
Capital ratios (period end):
Tangible shareholders' equity as a percent of tangible assets	8.3		%	8.3		%	8.3		%	8.3		%	8.3		%	8.3		%	8.4		%	8.8		%
Total risk-based capital ratio (1)	11.5		%	11.7		%	11.4		%	11.2		%	11.0		%	11.2		%	11.1		%	11.4		%

⁽¹⁾ Estimated at December 31, 2018.

10

Chemical Financial Corporation Announces Fourth Quarter and Full Year 2018 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, 2018								September 30, 2018								December 31, 2017
	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)	$	15,058,271		$181,765			4.80	%	$	14,740,445		$173,453			4.68	%	$	13,954,366		$151,413			4.31	%
Taxable investment securities	2,399,177			18,746			3.13		2,187,644			16,360			2.99		1,715,494			10,289			2.40
Tax-exempt investment securities(1)	1,075,377			8,286			3.08		1,038,301			7,797			3.00		981,299			7,830			3.19
Other interest-earning assets	193,333			2,419			4.97		193,350			1,368			2.81		180,098			2,018			4.45
Interest-bearing deposits with the FRB and other banks and federal funds sold	230,142			1,401			2.41		330,940			1,785			2.14		307,028			1,192			1.54
Total interest-earning assets	18,956,300			212,617			4.46		18,490,680			200,763			4.32		17,138,285			172,742			4.01
Less: allowance for loan losses	(105,767		)						(101,689		)						(86,521		)
Other assets:
Cash and cash due from banks	191,985								223,038								239,307
Premises and equipment	123,993								125,153								138,880
Interest receivable and other assets	1,789,195								1,764,041								1,777,479
Total assets	$20,955,706								$20,501,223								$19,207,430
Liabilities and shareholders' equity
Interest-bearing liabilities:
Interest-bearing demand deposits	$	3,072,237		$	4,791		0.62	%	$	2,705,746		$	2,836		0.42	%	$	2,709,033		$	1,242		0.18	%
Savings deposits	4,436,212			10,209			0.91		4,378,620			8,417			0.76		4,023,075			4,296			0.42
Time deposits	4,029,519			19,106			1.88		3,846,857			15,997			1.65		3,136,655			8,765			1.11
Collateralized customer deposits	383,457			721			0.75		374,833			721			0.76		408,962			461			0.45
Short-term borrowings	1,693,750			9,426			2.21		1,885,741			9,510			2.00		1,957,609			6,952			1.41
Long-term borrowings	428,425			2,398			2.22		341,282			1,415			1.65		383,739			1,541			1.67
Total interest-bearing liabilities	14,043,600			46,651			1.32		13,533,079			38,896			1.14		12,619,073			23,257			0.73
Noninterest-bearing deposits	3,892,517			—			—		4,004,433			—			—		3,734,650			—			—
Total deposits and borrowed funds	17,936,117			46,651			1.03		17,537,512			38,896			0.88		16,353,723			23,257			0.56
Interest payable and other liabilities	221,091								194,610								177,678
Shareholders' equity	2,798,498								2,769,101								2,676,029
Total liabilities and shareholders' equity	$	20,955,706							$	20,501,223							$	19,207,430
Net Interest Spread (Average yield earned on interest-earning assets minus average rate paid on interest-bearing liabilities)							3.14	%							3.18	%							3.28	%
Net Interest Income (FTE)				$165,966								$161,867								$149,485
Net Interest Margin (Net Interest Income (FTE) divided by total average interest-earning assets)							3.49	%							3.48	%							3.47	%
Reconciliation to Reported Net Interest Income
Net interest income, fully taxable equivalent (non-GAAP)				$165,966								$161,867								$149,485
Adjustments for taxable equivalent interest(1):
Loans				(782		)						(767		)						(855		)
Tax-exempt investment securities				(1,732		)						(1,619		)						(2,725		)
Total taxable equivalent interest adjustments				(2,514		)						(2,386		)						(3,580		)
Net interest income (GAAP)				$163,452								$159,481								$145,905
Net interest margin (GAAP)				3.42		%						3.42		%						3.39		%

⁽¹⁾  Fully taxable equivalent (FTE) basis using a federal income tax rate of 21% for the three month periods ending in 2018 and 35% for the three months ended December 31, 2017. 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 2018 Operating Results

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

Chemical Financial Corporation

(Dollars in thousands)

	Year Ended
	December 31, 2018								December 31, 2017
	Average Balance			Interest (FTE)			Effective Yield/Rate(1)		Average Balance			Interest (FTE)			Effective Yield/Rate(1)
Assets
Interest-earning assets:
Loans(1)(2)	$	14,605,963		$	678,911		4.65	%	$	13,607,683		$	576,429		4.24	%
Taxable investment securities	2,098,894			62,231			2.96		1,431,167			31,496			2.20
Tax-exempt investment securities(1)	1,036,269			30,708			2.96		905,831			28,120			3.10
Other interest-earning assets	189,153			7,877			4.16		157,738			4,924			3.12
Interest-bearing deposits with the FRB and other banks and federal funds sold	263,210			5,727			2.18		298,006			4,244			1.42
Total interest-earning assets	18,193,489			785,454			4.32		16,400,425			645,213			3.93
Less: allowance for loan losses	(99,152		)						(82,644		)
Other assets:
Cash and cash due from banks	215,284								235,621
Premises and equipment	125,606								144,114
Interest receivable and other assets	1,765,303								1,767,640
Total assets	$	20,200,530							$	18,465,156
Liabilities and shareholders' equity
Interest-bearing liabilities:
Interest-bearing demand deposits	$	2,786,138		$	10,029		0.36	%	$	2,753,294		$	4,870		0.18	%
Savings deposits	4,246,063			29,636			0.70		3,940,499			13,049			0.33
Time deposits	3,654,470			57,315			1.57		3,014,302			28,808			0.96
Collateralized customer deposits	391,703			2,607			0.67		366,828			1,269			0.35
Short-term borrowings	1,970,009			37,510			1.90		1,612,123			19,052			1.18
Long-term borrowings	369,910			6,566			1.77		455,246			7,509			1.67
Total interest-bearing liabilities	13,418,293			143,663			1.07		12,142,292			74,557			0.61
Noninterest-bearing deposits	3,845,773			—			—		3,547,271			—			—
Total deposits and borrowed funds	17,264,066			143,663			0.83		15,689,563			74,557			0.48
Interest payable and other liabilities	196,065								147,731
Shareholders' equity	2,740,399								2,627,862
Total liabilities and shareholders' equity	$	20,200,530							$	18,465,156
Net Interest Spread (Average yield earned on interest-earning assets minus average rate paid on interest-bearing liabilities)							3.25	%							3.32	%
Net Interest Income (FTE)				$	641,791							$	570,656
Net Interest Margin (Net Interest Income (FTE) divided by total average interest-earning assets)							3.53	%							3.48	%
Reconciliation to Reported Net Interest Income
Net interest income, fully taxable equivalent (non-GAAP)				$	641,791							$	570,656
Adjustments for taxable equivalent interest(1):
Loans				(3,036		)						(3,301		)
Tax-exempt investment securities				(6,422		)						(9,777		)
Total taxable equivalent interest adjustments				(9,458		)						(13,078		)
Net interest income (GAAP)				$	632,333							$	557,578
Net interest margin (GAAP)				3.48		%						3.40		%

⁽¹⁾  Fully taxable equivalent (FTE) basis using a federal income tax rate of 21% for the year ended December 31, 2018 and 35% for the year ended December 31, 2017. 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.

12

Chemical Financial Corporation Announces Fourth Quarter and Full Year 2018Operating Results

Noninterest Income and Operating Expenses Information (Unaudited)

Chemical Financial Corporation

(Dollars in thousands)

	4th Quarter 2018			3rd Quarter 2018		2nd Quarter 2018			1st Quarter 2018		4th Quarter 2017			3rd Quarter 2017			2nd Quarter 2017			1st Quarter 2017
Noninterest income
Service charges and fees on deposit accounts	$	8,654		$	9,319	$	9,690		$	9,434	$	9,994		$	9,874		$	9,667		$	8,832
Wealth management revenue	6,457			6,040		7,188			6,311		6,539			6,188			6,958			5,827
Other fees for customer services(1)	1,379			1,067		1,050			1,164		1,535			1,841			1,793			1,590
Electronic banking fees(1)	5,127			4,282		3,749			3,619		5,066			4,056			7,051			6,473
Net gain on sale of loans and other mortgage banking revenue(2)	6,804			8,905		8,874			8,783		7,938			9,282			11,681			9,679
Change in fair value in loan servicing rights(2)	(2,827		)	932		(30		)	3,752		(13		)	(4,041		)	(1,802		)	(519		)
Gain (loss) on sale of investment securities	221			—		3			—		(7,556		)	1			77			90
Bank-owned life insurance(3)	273			1,167		1,669			891		1,377			1,124			1,106			1,211
Other(3)	5,959			6,205		5,825			6,600		7,439			3,797			5,037			4,827
Total noninterest income	$	32,047		$	37,917	$	38,018		$	40,554	$	32,319		$	32,122		$	41,568		$	38,010

⁽¹⁾  Included within the line item "Other charges and fees for customers services" in the Consolidated Statements of Income.

⁽²⁾  Included within the line item "Net gain on sale of loans and other mortgage banking revenue" in the Consolidated Statements of Income.

⁽³⁾  Included within the line item "Other" noninterest income in the Consolidated Statements of Income.

	4th Quarter 2018		3rd Quarter 2018		2nd Quarter 2018		1st Quarter 2018		4th Quarter 2017		3rd Quarter 2017		2nd Quarter 2017		1st Quarter 2017
Operating expenses
Salaries and wages(1)	$	48,486	$	49,182	$	47,810	$	45,644	$	41,866	$	44,641	$	44,959	$	48,526
Employee benefits(1)	8,342		7,712		8,338		9,913		5,497		7,949		7,288		11,368
Occupancy	7,360		8,620		7,679		8,011		7,546		6,871		8,745		7,392
Equipment and software	7,641		8,185		8,276		7,659		8,000		7,582		8,149		8,517
Outside processing and service fees	11,698		12,660		10,673		10,356		9,081		9,626		8,924		7,511
FDIC insurance premiums(2)	3,583		4,823		4,473		5,629		4,556		2,768		2,460		1,406
Professional fees(2)	3,758		3,399		3,004		2,458		3,483		3,489		2,567		1,968
Intangible asset amortization(2)	1,426		1,426		1,425		1,439		1,525		1,526		1,525		1,513
Credit-related expenses(2)	829		1,239		1,467		1,306		803		1,874		1,895		1,200
Merger expenses	—		—		—		—		1,511		2,379		465		4,167
Restructuring expenses	—		—		—		—		1,056		18,824		—		—
Impairment of income tax credit(2)	5,772		3,162		1,716		1,634		6,157		3,095		—		—
Other(2)	9,471		9,253		9,700		7,561		8,941		8,915		11,260		10,628
Total operating expenses	$	108,366	$	109,661	$	104,561	$	101,610	$	100,022	$	119,539	$	98,237	$	104,196

⁽¹⁾  Included within the line item "Salaries, wages and employee benefits" in the Consolidated Statements of Income.

⁽²⁾  Included within the line item "Other" operating expenses in the Consolidated Statements of Income.

13

Chemical Financial Corporation Announces Fourth Quarter and Full Year 2018 Operating Results

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

Chemical Financial Corporation

(Dollars in Thousands)

	Dec 31, 2018		Sep 30, 2018		Loan Growth - Three Months Ended Dec 31, 2018(1)		Jun 30, 2018		Mar 31, 2018		Dec 31, 2017		Loan Growth - Year Ended Dec 31, 2018
Composition of Loans
Commercial loan portfolio:
Commercial	$	4,002,568	$	3,719,922	30.4	%	$	3,576,438	$	3,427,285	$	3,385,642	18.2	%
Commercial real estate:
Owner-occupied	2,059,557		1,897,934		34.1		1,863,563		1,832,824		1,813,562		13.6
Non-owner occupied	2,785,020		2,739,700		6.6		2,728,103		2,680,801		2,606,761		6.8
Vacant land	67,510		73,987		(35.0	)	79,606		74,751		80,347		(16.0	)
Total commercial real estate	4,912,087		4,711,621		17.0		4,671,272		4,588,376		4,500,670		9.1
Real estate construction	597,212		622,147		(16.0	)	618,985		559,780		574,215		4.0
Subtotal - commercial loans	9,511,867		9,053,690		20.2		8,866,695		8,575,441		8,460,527		12.4
Consumer loan portfolio:
Residential mortgage	3,458,666		3,391,987		7.9		3,325,277		3,264,620		3,252,487		6.3
Consumer installment	1,521,074		1,560,265		(10.0	)	1,587,327		1,572,240		1,613,008		(5.7	)
Home equity	778,172		790,310		(6.1	)	800,394		806,446		829,245		(6.2	)
Subtotal - consumer loans	5,757,912		5,742,562		1.1		5,712,998		5,643,306		5,694,740		1.1
Total loans	$	15,269,779	$	14,796,252	12.8	%	$	14,579,693	$	14,218,747	$	14,155,267	7.9	%

⁽¹⁾  Annualized.

	Dec 31, 2018		Sep 30, 2018		Deposit Growth - Three Months Ended Dec 31, 2018(1)		Jun 30, 2018		Mar 31, 2018		Dec 31, 2017		Deposit Growth - Twelve Months Ended Dec 31, 2018
Composition of Deposits
Noninterest-bearing demand	$	3,809,252	$	4,015,323	(20.5	)%	$	3,894,259	$	3,801,125	$	3,725,779	2.2	%
Savings and money market accounts	4,092,082		4,220,658		(12.2	)	3,841,540		3,774,975		3,655,671		11.9
Interest-bearing demand	3,316,278		3,037,289		36.7		2,514,232		2,701,055		2,724,415		21.7
Brokered deposits	985,522		915,348		30.7		1,087,959		651,846		453,227		117.4
Other time deposits	3,390,147		3,256,234		16.5		3,213,546		3,038,816		3,083,711		9.9
Total deposits	$	15,593,281	$	15,444,852	3.8	%	$	14,551,536	$	13,967,817	$	13,642,803	14.3	%

⁽¹⁾  Annualized.

	Dec 31, 2018		Sep 30, 2018		Jun 30, 2018		Mar 31, 2018		Dec 31, 2017
Additional Data - Intangibles
Goodwill	$	1,134,568	$	1,134,568	$	1,134,568	$	1,134,568	$	1,134,568
Loan servicing rights	71,013		72,707		70,364		68,837		63,841
Core deposit intangibles (CDI)	28,556		29,981		31,407		32,833		34,259
Noncompete agreements	—		—		—		—		13

14

Chemical Financial Corporation Announces Fourth Quarter and Full Year 2018 Operating Results

Nonperforming Assets (Unaudited)

Chemical Financial Corporation

(Dollars in thousands)

	Dec 31, 2018		Sep 30, 2018		Jun 30, 2018		Mar 31, 2018		Dec 31, 2017		Sep 30, 2017		Jun 30, 2017		Mar 31, 2017
Nonperforming Assets
Nonperforming Loans(1):
Nonaccrual loans:
Commercial	$	30,139	$	25,328	$	20,741	$	20,000	$	19,691	$	15,648	$	18,773	$	16,717
Commercial real estate:
Owner-occupied	16,056		14,936		16,103		19,855		19,070		16,295		11,683		12,575
Non-owner occupied	23,021		8,991		9,168		5,489		5,270		4,361		3,600		3,793
Vacant land	3,337		4,711		3,135		4,829		5,205		4,494		4,440		4,460
Total commercial real estate	42,414		28,638		28,406		30,173		29,545		25,150		19,723		20,828
Real estate construction	12		28,477		5,704		77		77		78		56		79
Residential mortgage	7,988		9,611		7,974		7,621		8,635		8,646		7,714		6,749
Consumer installment	1,276		1,350		945		922		842		875		757		755
Home equity	3,604		3,269		2,972		3,039		4,305		3,908		3,871		2,713
Total nonaccrual loans(1)	85,433		96,673		66,742		61,832		63,095		54,305		50,894		47,841
Other real estate and repossessed assets	6,256		6,584		5,828		7,719		8,807		10,605		14,582		16,395
Total nonperforming assets	$	91,689	$	103,257	$	72,570	$	69,551	$	71,902	$	64,910	$	65,476	$	64,236
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	$	—	$	632	$	472	$	322	$	—	$	3,521	$	58	$	1,823
Commercial real estate:
Owner-occupied	52		47		461		—		—		144		—		700
Non-owner occupied	887		—		—		—		13		—		—		—
Vacant land	—		—		16		—		—		—		262		—
Total commercial real estate	939		47		477		—		13		144		262		700
Real estate construction	—		38		—		—		—		—		—		—
Home equity	488		475		713		913		1,364		2,367		2,026		1,169
Total accruing loans contractually past due 90 days or more as to interest or principal payments	$	1,427	$	1,192	$	1,662	$	1,235	$	1,377	$	6,032	$	2,346	$	3,692

⁽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.

15

Chemical Financial Corporation Announces Fourth Quarter and Full Year 2018 Operating Results

Summary of Loan Loss Experience (Unaudited)

Chemical Financial Corporation

(Dollars in thousands)

																									Year Ended
	4th Quarter 2018			3rd Quarter 2018			2nd Quarter 2018			1st Quarter 2018			4th Quarter 2017			3rd Quarter 2017			2nd Quarter 2017			1st Quarter 2017			Dec 31, 2018			Dec 31, 2017
Allowance for loan losses - originated portfolio
Allowance for loan losses - beginning of period	$	103,071		$	100,015		$	94,762		$	91,887		$	85,181		$	83,797		$	78,774		$	78,268		$	91,887		$	78,268
Provision for loan losses	9,444			5,058			9,572			6,256			8,101			4,920			6,229			4,050			30,330			23,300
Net loan charge-offs:
Commercial	(627		)	(564		)	(517		)	(1,252		)	(613		)	(2,348		)	(239		)	(1,999		)	(2,960		)	(5,199		)
Commercial real estate:
Owner-occupied	(153		)	255			(1,656		)	341			(232		)	(170		)	(173		)	725			(1,213		)	150
Non-owner occupied	(544		)	392			92			(456		)	748			(7		)	(35		)	21			(516		)	727
Vacant land	—			2			(921		)	(448		)	267			3			3			(16		)	(1,367		)	257
Total commercial real estate	(697		)	649			(2,485		)	(563		)	783			(174		)	(205		)	730			(3,096		)	1,134
Real estate construction	—			—			—			26			(1		)	—			—			(9		)	26			(10		)
Residential mortgage	(243		)	(773		)	(88		)	(53		)	(142		)	(44		)	19			(567		)	(1,157		)	(734		)
Consumer installment	(1,293		)	(1,410		)	(994		)	(997		)	(1,318		)	(857		)	(747		)	(1,310		)	(4,694		)	(4,232		)
Home equity	(91		)	96			(235		)	(542		)	(104		)	(113		)	(34		)	(389		)	(772		)	(640		)
Net loan charge-offs	(2,951		)	(2,002		)	(4,319		)	(3,381		)	(1,395		)	(3,536		)	(1,206		)	(3,544		)	(12,653		)	(9,681		)
Allowance for loan losses - end of period	109,564			103,071			100,015			94,762			91,887			85,181			83,797			78,774			109,564			91,887
Allowance for loan losses - acquired loan portfolio
Allowance for loan losses - beginning of period	970			—			—			—			579			—			—			—			—			—
Provision for loan losses	(550		)	970			—			—			(579		)	579			—			—			420			—
Allowance for loan losses - end of period	420			970			—			—			—			579			—			—			420			—
Total allowance for loan losses	$	109,984		$	104,041		$	100,015		$	94,762		$	91,887		$	85,760		$	83,797		$	78,774		$	109,984		$	91,887
Net loan charge-offs as a percent of average loans (quarterly amounts annualized)	0.08%			0.05%			0.12%			0.10%			0.04%			0.10%			0.04%			0.11%			0.09%			0.07%

	Dec 31, 2018		Sep 30, 2018		Jun 30, 2018		Mar 31, 2018		Dec 31, 2017
Originated loans	$	11,844,756	$	11,145,442	$	10,696,533	$	10,012,516	$	9,747,429
Acquired loans	3,425,023		3,650,810		3,883,160		4,206,231		4,407,838
Total loans	$	15,269,779	$	14,796,252	$	14,579,693	$	14,218,747	$	14,155,267
Allowance for loan losses, originated portfolio, as a percent of:
Total originated loans	0.93%		0.93%		0.94%		0.95%		0.94%
Nonperforming loans	128.2%		106.6%		149.9%		153.3%		145.6%
Credit mark as a percent of unpaid principal balance on acquired loans	1.7%		1.7%		1.8%		1.8%		2.4%

16

Chemical Financial Corporation Announces Fourth Quarter and Full Year 2018 Operating Results

Reconciliation of Non-GAAP Financial Measures (Unaudited)

Chemical Financial Corporation

(Dollars in thousands)

	4th Quarter 2018			3rd Quarter 2018			2nd Quarter 2018			1st Quarter 2018			4th Quarter 2017			3rd Quarter 2017			2nd Quarter 2017			1st Quarter 2017			Year Ended
																									Dec 31, 2018			Dec 31, 2017
Non-GAAP Operating Results
Net Income
Net income, as reported	$	73,039		$	70,397		$	68,988		$	71,596		$	9,446		$	40,459		$	52,014		$	47,604		$284,020			$149,523
Merger and restructuring expenses	—			—			—			—			2,567			21,203			465			4,167			—			28,402
Losses on sales of investment securities(1)	—			—			—			—			7,556			—			—			—			—			7,556
Significant items	—			—			—			—			10,123			21,203			465			4,167			—			35,958
Income tax benefit (2)	—			—			—			—			(3,543		)	(7,421		)	(163		)	(1,458		)	—			(12,585		)
Revaluation of net deferred tax assets	—			—			—			—			46,660			—			—			—			—			46,660
Significant items, net of tax	—			—			—			—			53,240			13,782			302			2,709			—			70,033
Net income, excluding significant items	$	73,039		$	70,397		$	68,988		$	71,596		$	62,686		$	54,241		$	52,316		$	50,313		$	284,020		$	219,556
Diluted Earnings Per Share
Diluted earnings per share, as reported	$	1.01		$	0.98		$	0.96		$	0.99		$	0.13		$	0.56		$	0.73		$	0.67		$	3.94		$	2.08
Effect of significant items, net of tax	—			—			—			—			0.74			0.20			—			0.03			—			0.98
Diluted earnings per share, excluding significant items	$	1.01		$	0.98		$	0.96		$	0.99		$	0.87		$	0.76		$	0.73		$	0.70		$	3.94		$	3.06
Return on Average Assets
Return on average assets, as reported	1.39		%	1.37		%	1.39		%	1.47		%	0.20		%	0.86		%	1.14		%	1.09		%	1.41		%	0.81		%
Effect of significant items, net of tax	—			—			—			—			1.11			0.29			0.01			0.06			—			0.38
Return on average assets, excluding significant items	1.39		%	1.37		%	1.39		%	1.47		%	1.31		%	1.15		%	1.15		%	1.15		%	1.41		%	1.19		%
Return on Average Shareholders' Equity
Return on average shareholders' equity	10.4		%	10.2		%	10.2		%	10.7		%	1.4		%	6.1		%	8.0		%	7.4		%	10.4		%	5.7		%
Effect of significant items, net of tax	—			—			—			—			8.0			2.1			—			0.4			—			2.7
Return on average shareholders' equity, excluding significant items	10.4		%	10.2		%	10.2		%	10.7		%	9.4		%	8.2		%	8.0		%	7.8		%	10.4		%	8.4		%
Return on Average Tangible Shareholders' Equity
Average shareholders' equity, as reported	$2,798,498			$2,769,101			$2,707,346			$2,668,325			$2,676,029			$2,643,233			$2,606,517			$2,584,501			$2,740,399			$2,627,862
Average goodwill, CDI and noncompete agreements, net of tax	1,154,469			1,155,679			1,156,877			1,158,084			1,156,122			1,153,394			1,154,229			1,155,177			1,156,371			1,155,734
Average tangible shareholders' equity	1,644,029			1,613,422			1,550,469			1,510,241			1,519,907			1,489,839			1,452,288			1,429,324			1,584,028			1,472,128
Return on average tangible shareholders' equity	17.8		%	17.5		%	17.8		%	19.0		%	2.5		%	10.9		%	14.3		%	13.3		%	17.9		%	10.2		%
Effect of significant items, net of tax	—			—			—			—			14.0			3.7			0.1			0.8			—			4.7
Return on average tangible shareholders' equity, excluding significant items	17.8		%	17.5		%	17.8		%	19.0		%	16.5		%	14.6		%	14.4		%	14.1		%	17.9		%	14.9		%

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

⁽²⁾  Assumes merger and restructuring expenses and other significant items are deductible at an income tax rate of 35% for each period during 2017.

17

Chemical Financial Corporation Announces Fourth Quarter and Full Year 2018 Operating Results

Reconciliation of Non-GAAP Financial Measures (Unaudited)

Chemical Financial Corporation

(Dollars in thousands, except per share data)

	4th Quarter 2018			3rd Quarter 2018			2nd Quarter 2018			1st Quarter 2018			4th Quarter 2017			3rd Quarter 2017			2nd Quarter 2017			1st Quarter 2017			Year Ended
																									Dec 31, 2018			Dec 31, 2017
Efficiency Ratio
Net interest income	$	163,452		$	159,481		$	157,537		$	151,863		$	145,905		$	143,628		$	137,948		$	130,097		$	632,333		$	557,578
Noninterest income	32,047			37,917			38,018			40,554			32,319			32,122			41,568			38,010			148,536			144,019
Total revenue - GAAP	195,499			197,398			195,555			192,417			178,224			175,750			179,516			168,107			780,869			701,597
Net interest income FTE adjustment	2,514			2,386			2,331			2,227			3,580			3,260			3,169			3,068			9,458			13,077
Loan servicing rights change in fair value (gains)losses	2,827			(932		)	30			(3,752		)	13			4,041			1,802			519			(1,827		)	6,375
Losses (gains) from sale of investment securities	(221		)	—			(3		)	—			7,556			(1		)	(77		)	(90		)	(224		)	7,388
Total revenue - Non-GAAP	$	200,619		$	198,852		$	197,913		$	190,892		$	189,373		$	183,050		$	184,410		$	171,604		$	788,276		$	728,437
Operating expenses - GAAP	$	108,366		$	109,661		$	104,561		$	101,610		$	100,022		$	119,539		$	98,237		$	104,196		$	424,198		$	421,994
Merger and restructuring expenses	—			—			—			—			(2,567		)	(21,203		)	(465		)	(4,167		)	—			(28,402		)
Impairment of income tax credits	(5,772		)	(3,162		)	(1,716		)	(1,634		)	(6,157		)	(3,095		)	—			—			(12,284		)	(9,252		)
Operating expense, core - Non-GAAP	102,594			106,499			102,845			99,976			91,298			95,241			97,772			100,029			411,914			384,340
Amortization of intangibles	(1,426		)	(1,426		)	(1,425		)	(1,439		)	(1,525		)	(1,526		)	(1,525		)	(1,513		)	(5,716		)	(6,089		)
Operating expenses, efficiency ratio - Non-GAAP	$	101,168		$	105,073		$	101,420		$	98,537		$	89,773		$	93,715		$	96,247		$	98,516		$	406,198		$	378,251
Efficiency ratio - GAAP	55.4		%	55.6		%	53.5		%	52.8		%	56.1		%	68.0		%	54.7		%	62.0		%	54.3		%	60.1		%
Efficiency ratio - adjusted Non-GAAP	50.4		%	52.8		%	51.2		%	51.6		%	47.4		%	51.2		%	52.2		%	57.4		%	51.5		%	51.9		%

	Dec 31, 2018			Sep 30, 2018			Jun 30, 2018			Mar 31, 2018			Dec 31, 2017			Sep 30, 2017			Jun 30, 2017			Mar 31, 2017
Tangible Book Value
Shareholders' equity	$	2,836,260		$	2,788,924		$	2,750,999		$	2,704,703		$	2,668,749		$	2,673,089		$	2,639,442		$	2,600,051
Goodwill, CDI and noncompete agreements, net of tax	(1,153,877		)	(1,155,083		)	(1,156,307		)	(1,157,505		)	(1,158,738		)	(1,153,576		)	(1,153,595		)	(1,154,915		)
Tangible shareholders' equity	$	1,682,383		$	1,633,841		$	1,594,692		$	1,547,198		$	1,510,011		$	1,519,513		$	1,485,847		$	1,445,136
Common shares outstanding	71,460			71,438			71,418			71,350			71,207			71,152			71,131			71,118
Book value per share (shareholders' equity, as reported, divided by common shares outstanding)	$	39.69		$	39.04		$	38.52		$	37.91		$	37.48		$	37.57		$	37.11		$	36.56
Tangible book value per share (tangible shareholders' equity divided by common shares outstanding)	$	23.54		$	22.87		$	22.33		$	21.68		$	21.21		$	21.36		$	20.89		$	20.32
Tangible Shareholders' Equity to Tangible Assets
Total assets	$21,498,341			$20,905,489			$20,282,603			$19,757,510			$19,280,873			$19,354,308			$18,781,405			$17,636,973
Goodwill, CDI and noncompete agreements, net of tax	(1,153,877		)	(1,155,083		)	(1,156,307		)	(1,157,505		)	(1,158,738		)	(1,153,576		)	(1,153,595		)	(1,154,915		)
Tangible assets	$20,344,464			$19,750,406			$19,126,296			$18,600,005			$18,122,135			$18,200,732			$17,627,810			$16,482,058
Shareholders' equity to total assets	13.2		%	13.3		%	13.6		%	13.7		%	13.8		%	13.8		%	14.1		%	14.7		%
Tangible shareholders' equity to tangible assets	8.3		%	8.3		%	8.3		%	8.3		%	8.3		%	8.3		%	8.4		%	8.8		%

18

EX-99.2

2018 Fourth Quarter and Full Year 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

Forward-Looking Statements & Other Information Statements included in this presentation which are not historical in nature are intended to be, and hereby are identified as, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Examples of forward-looking statements include, but are not limited to, statements regarding our belief that we are positioned for continued growth and strong operating performance. Words and phrases such as “anticipates,” “believes,” “plans,” “continue,” “estimates,” “expects,” “forecasts,” “future,” “intends,” “is likely,” “judgment,” “look ahead,” “look forward,” “on schedule,” “opinion,” “opportunity,” “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. Management's determination of the provision and allowance for loan losses; the carrying value of acquired loans, goodwill and loan 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. 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. 2

Forward-Looking Statements & Other Information (continued) Forward-looking statements are subject to risks, uncertainties and assumptions that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially from anticipated results. Such risks, uncertainties and assumptions, include, among others, the following: • our 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; • operational and regulatory challenges associated with our information technology systems and policies and procedures in light of our rapid growth and systems conversion in 2018; • our ability to grow deposits; • our inability to execute on our strategy to expand investments and commercial lending; • our inability to efficiently manage our operating expenses; • 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; • increases in competitive pressure in the banking and financial services industry; • the timing of when historic tax credits are placed into service could impact operating expenses; • current or future restrictions or conditions 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; economic, governmental, or other factors may prevent the projected population, residential, and commercial growth in the markets in which we operate; and • the risks, uncertainties and assumptions set forth under the heading "Cautionary Note Regarding Forward-Looking Statements" in the joint press release issued by Chemical and TCF Financial Corporation ("TCF") on the date hereof with respect to the proposed merger transaction between Chemical and TCF. Additional factors that could cause results to differ materially from those described above can be found in the risk factors described in Item 1A of Chemical’s Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2017. Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results. Chemical disclaims any obligation to update or revise any forward-looking statements contained in this press release, which speak only as of the date hereof, whether as a result of new information, future events or otherwise, except as required by law. 3

Forward-Looking Statements & Other Information (continued) 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, merger and restructuring expenses, impairment of income tax credits, loan servicing rights change in fair value gains (losses), amortization of intangibles, net interest income FTE adjustments and (losses) gains from sale of investment securities) and 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. 4

Fourth Quarter and Full Year 2018 Highlights Financial Highlights (in thousands, except per share data) Q4 2018 Q3 2018 Q4 2017 2018 2017 Income Statement Q4 2018 Net Income $ 73,039 $ 70,397 $ 9,446 $ 284,020 $ 149,523 Net Income, excl. significant items(1) 73,039 70,397 62,686 284,020 219,556 Highlights Diluted earnings per share 1.01 0.98 0.13 3.94 2.08 Diluted earnings per share, excl. significant Diluted EPS items(1) 1.01 0.98 0.87 3.94 3.06 $1.01 Return on average assets 1.39% 1.37% 0.20% 1.41% 0.81% Return on average assets, excl. significant ROATCE(1) items(1) 1.39% 1.37% 1.31% 1.41% 1.19% 17.8% Return on average tangible shareholders' equity(1) 17.8% 17.5% 2.5% 17.9% 10.2% Return on average tangible shareholders' Adjusted (1) equity, excl. significant items 17.8% 17.5% 16.5% 17.9% 14.9% Efficiency Ratio(1) Efficiency ratio 55.4% 55.6% 56.1% 54.3% 60.1% 50.4% Adjusted efficiency ratio(1) 50.4% 52.8% 47.4% 51.5% 51.9% Net interest margin (GAAP) 3.42% 3.42% 3.39% 3.48% 3.40% (1) Total Loans Net interest margin (FTE) 3.49% 3.48% 3.47% 3.53% 3.48% $15.3 billion Balance Sheet Total loans $15,269,779 $14,796,252 $14,155,267 $15,269,779 $14,155,267 Total Deposits Total deposits 15,593,282 15,444,852 13,642,803 15,593,282 13,642,803 $15.6 billion Total assets 21,498,341 20,905,489 19,280,873 21,498,341 19,280,873 Book value per share 39.69 39.04 37.48 39.69 37.48 Tangible book value per share(1) 23.54 22.87 21.21 23.54 21.21 Asset Quality Nonperforming loans/total loans 0.56% 0.65% 0.45% 0.56% 0.45% Net loan charge-offs/average loans 0.08% 0.05% 0.04% 0.09% 0.07% (1) Denotes a non-GAAP financial measure. Refer to the Appendix for a reconciliation of non-GAAP financial measures. 5

Income Statement Summary FinancialFinancial Highlights Highlights Prior Quarter Comparison 2018 2018 2017 (in thousands except per share data) 4th Qtr. 3rd Qtr. 4th Qtr. ▪ Higher net interest income in Q4 Net interest income $ 163,452 $ 159,481 $ 145,905 compared to Q3, due to increases in average balances and yields earned on Provision for loan losses 8,894 6,028 7,522 loans and investments securities, partially Noninterest income 32,047 37,917 32,319 offset by increases in average deposit Operating expenses 108,366 109,661 100,022 balances and cost of funds (1) Operating expenses, core 102,594 106,499 91,298 ▪ Operating expenses,core, decreased Merger expenses — — 1,511 primarily due to a decrease in system Restructuring expenses — — 1,056 conversion costs Impairment of income tax credits 5,772 3,162 6,157 ▪ Noninterest income decreased primarily Net income $ 73,039 $ 70,397 $ 9,446 due to a reduction in net gain on sale of Net income, excl. significant items(1) $ 73,039 $ 70,397 $ 62,686 loans and other mortgage banking revenue Diluted EPS $ 1.01 $ 0.98 $ 0.13 ▪ Provision for loan losses increased Diluted EPS, excl. significant items(1) $ 1.01 $ 0.98 $ 0.87 primarily due to an increase in originated Return on Avg. Assets 1.39% 1.37% 0.20% loan growth Return on Avg. Shareholders’ Equity 10.4% 10.2% 1.4% Return on Avg. Tangible Shareholders' Equity, excl. Prior-Year Quarter Comparison (1) significant items 17.8% 17.5% 16.5% ▪ Increase in net income in Q4 2018 was Efficiency Ratio 55.4% 55.6% 56.1% primarily attributable to increases in loans Efficiency Ratio - Adjusted(1) 50.4% 52.8% 47.4% and investment securities during the twelve months ended December 31, 2018 and the fourth quarter 2017 revaluation of our net deferred tax assets following the signing of the Tax Cuts and Jobs Act (1) Denotes a non-GAAP financial measure. Refer to the Appendix for a reconciliation of non-GAAP financial measures. 6

Net Income NetNet IncomeIncome, Trending excluding Upward significant ($ Millions, items except ($ EPS Millions, data) except EPS data) 2017 Total: $149.5(1); $219.6(2)(3) 2018 Total: $284.0(1) $75.0 $1.20 $62.7(2)(3) $1.01 $1.00 $60.0 $0.87(3) $2.7 $0.3 $0.80 (3) $13.8 e $45.0 $0.70 m o S c P n $0.60 I $53.3 $71.6 $73.0 E t $69.0 $70.4 e N $30.0 $52.0 $47.6 $0.40 $40.5 $15.0 $0.20 $9.4 $0.0 $0.00 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 2017 2018 Significant items (after-tax) Net Income __ Diluted EPS, excluding significant items (non-GAAP) (3) (1)Net Income (2) Net Income, excluding significant items for each of the quarterly periods in 2017. 7 (3)Denotes a non-GAAP financial measure. Please refer to the Appendix for a reconciliation of non-GAAP financial measures.

Profitability Ratios Quarterly Trends 2.00% 20.0% 19.0% 17.8% 17.5% 17.8% 16.5% 1.47% 1.50% 15.0% 1.39% 1.37% 1.39% 14.6% 1.31% 14.4% ) 14.1% 1 ( 1.15% 1.15% 1.15% E T A O A R A 1.00% 10.0% 10.7% d O 10.4% 10.2% 10.2% n R 9.4% a E 8.2% A 7.8% 8.0% O R 0.50% 5.0% 0.00% 0.0% Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 2017 2018 Return on average assets Return on average assets, excluding significant items (non-GAAP)(1)(2) (2) ___ Return on average average tangible shareholders' equity (excluding significant items for quarters during 2017 (non- GAAP)(1)) ___ Return on average shareholders' equity(2) (excluding significant items for quarters during 2017 (non-GAAP)(1)) (1) Denotes a non-GAAP financial measure. Please refer to the Appendix for a reconciliation of non-GAAP financial measures. 8 (2) There were no "significant items" for the quarters in 2018.

Loan Portfolio Composition ($ Millions) December 31, 2017 $14,155 December 31, 2018 $15,270 Loan Growth - Year Ended December 31, 2018 $2,442 $2,299 $3,386 $1,115 $4,003 $(143) $3,458 $3,253 $1,813 $205 $2,060 $23 $2,786 $2,607 $(13) $597 $574 $179 $617 $67 $80 $247 n Commercial n CRE Owner-occupied n CRE Non-owner occupied n CRE Vacant land n Real estate construction n Residential n Consumer 9

Loan Growth ($ Millions) Quarterly Loan Growth Trends $474 $500 $394 $400 $322 $361 $300 $282 $166 $217 $200 $63 $100 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 2017 - $1,164 2018 - $1,115 Loan Growth - 2017 Total Loan Growth - 2018 Total $(143) $1,164 n Commercial $1,115 n $132 $169 CRE Owner-occupied $205 n $23 CRE Non-owner- $(13) $165 $116 occupied $179 $617 n CRE Vacant Land n $170 RE Construction $247 $390 n Residential n Consumer $22 10

Loan Growth – Originated v. Acquired LoanLoan GrowthGrowth (Run-off) (Run-off) ($ ($Millions) Millions) Q4 2018 Q3 2018 Q2 2018 Q1 2018 2018 Total 2017 Total Originated Loan Portfolio Commercial $ 337 $ 197 $ 268 $ 78 $ 880 $ 507 CRE/RE Construction 276 142 265 154 837 1,046 Residential 121 124 122 72 439 491 Consumer (34) (15) 29 (39) (59) 244 Total Originated Loan Portfolio Growth $ 700 $ 448 $ 684 $ 265 $ 2,097 $ 2,288 Acquired Loan Portfolio Commercial $ (54) $ (54) $ (118) $ (37) $ (263) $ (338) CRE/RE Construction (100) (97) (123) (81) (401) (348) Residential (55) (57) (62) (60) (234) (326) Consumer (17) (23) (20) (24) (84) (112) Total Acquired Loan Portfolio Run-off $ (226) $ (231) $ (323) $ (202) $ (982) $ (1,124) Total Loan Portfolio Commercial $ 283 $ 143 $ 150 $ 41 $ 617 $ 169 CRE/RE Construction 176 45 142 73 436 698 Residential 66 67 60 12 205 165 Consumer (51) (38) 9 (63) (143) 132 Total Loan Portfolio Growth $ 474 $ 217 $ 361 $ 63 $ 1,115 $ 1,164 11

Deposit Composition TotalTotal DepositsDeposits ($ ($ Billions) Billions) Total Deposits – December 31, 2017 Deposit Growth Total Deposits – December 31, 2018 $13.6 $2.0, 14.3%(1) $15.6 $0.5 $0.1 $1.0 $0.5 $3.8 $3.1 $3.7 $0.6 $3.4 $0.3 $2.7 $0.5 $3.3 $3.6 $4.1 n Noninterest-bearing demand n Interest-bearing checking n Savings and money market n Other time Deposits n Brokered deposits Average Deposits ($ Millions) & Cost of Deposits(2) (%) $15,430 s $16,000 1.00% t i s d o $14,936 i p $13,603 $13,765 $13,975 a e $13,389 $12,000 $12,999 $13,022 0.88% P D 0.75% e t e a g 0.72% R a $8,000 r t e s v e 0.56% 0.50% r A e t l $4,000 n a 0.33% t 0.28% 0.46% I o 0.42% 0.38% T $0 0.25% Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 2017 2018 Deposits Cost of Deposits (2) 12 (1)Comprised of $1.5 billion of growth in customer deposits and $0.5 billion of growth in brokered deposits. (2)Cost of deposits based on period averages.

Funding Breakdown ($ Billions) September 30, 2018 December 31, 2018 $17.9 billion $18.4 billion Average cost of wholesale Average cost of wholesale borrowings – 1.97% Interest and borrowings – 2.02% noninterest- n Deposits: bearing, demand, savings, money market n $3.0 Time deposits $3.4 $0.4 $0.4 n Collateralized customer $3.3 deposits $11.3 $3.4 $11.2 n Wholesale borrowings (at December 31, 2018: brokered deposits - $1.0 billion, short and long term borrowings - $2.5 billion) Average Cost of Funds Q3 2018 – 0.88% Average Cost of Funds Q4 2018 – 1.03% 13

Credit Quality ($ Millions, unless otherwise noted) Provision for Loan Losses vs. Net Loan Losses (Originated loan portfolio) Provision for Loan Losses vs. Net Loan Losses $9.6 $10.0 $9.4 $8.1 $6.2 $6.3 $4.9 $5.1 $5.0 $4.1 $4.3 $3.0 $2.0 $3.5 $1.2 $3.5 $1.4 $3.4 $0.0 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 2017 2018 Provision for Loan Losses, Originated Net Loan Losses Nonperforming Loans (NPLs) and Allowance for Loan Losses (ALL) $110.0 $120 $91.9 $75.7 $73.3 $78.3 $60 $85.4 ALL $50.6 $62.2 $44.3 $63.1 NPLs $0 YE 2014 YE 2015 YE 2016 YE 2017 YE 2018 Originated Loans ($ billions) $5.0 $5.8 $7.5 $9.8 $11.9 Acquired Loans ($ billions) 0.7 1.5 5.5 4.4 3.4 Total Loans ($ billions) $5.7 $7.3 $13.0 $14.2 $15.3 Originated ALL $75.7 $73.3 $78.3 $91.9 $109.6 Acquired ALL — — — — 0.4 Total ALL $75.7 $73.3 $78.3 $91.9 $110.0 Originated ALL/ Originated Loans 1.51% 1.26% 1.05% 0.94% 0.93% NPLs/ Total Loans 0.89% 0.86% 0.34% 0.45% 0.56% Credit Mark as a % of Unpaid 14 Principal on Acquired Loans 5.4% 4.4% 3.1% 2.4% 1.7%

Net Interest Income, Net Interest Margin and Loan Yields Quarterly(Quarterly Trends Trend) Net Interest Income Net Interest Margin(1) and Loan Yields 5.00% 4.80% 4.63% 4.68% $180 4.48% 4.31% 4.31% 4.22% 4.11% $163.5 $159.5 $157.5 3.59% $160 3.49% 3.48% 3.48% 3.56% 3.48% 3.49% $151.9 3.47% 0.29% 0.26% $145.9 0.12% 0.21% 0.23% 0.22% 0.23% 0.23% $143.6 $137.9 $140 $130.1 2.50% ) s n o i l l i $120 M ( $ $100 $80 0.00% Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 2017 2018 $60 Loan Yields Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 2017 2018 Purchase Accounting Accretion on Loans (1) Net Interest Income Net Interest Margin (1) Computed on a fully taxable equivalent (FTE) basis using a federal income tax rate of 21% for each of the three month periods in 2018 and 35% for each of the 15 three months periods in 2017. The presentation of net interest income on a FTE basis is not in accordance with GAAP, but is customary in the banking industry. Please refer to the Appendix for a reconciliation of non-GAAP financial measures.

Non-Interest Income Quarterly Quarterly $50.0 $41.6 $40.6 $38.0 $38.0 $37.9 $9.9 $12.5 $9.2 $32.1 $32.3 $8.8 $9.8 $32.0 $4.0 ) $5.2 s $7.9 n o $9.7 i l l i $25.0 $8.8 $9.7 M $9.4 $9.3 $8.7 ( $9.9 $ $10.0 $7.0 $5.8 $6.3 $7.2 $6.0 $6.5 $6.2 $6.5 $15.0 $14.2 $12.8 $12.8 $10.8 $12.4 $12.3 $7.9 $0.0 Q1 Q2 Q3 Q4 (1) Q1 Q2 Q3 Q4 2017 2018 Other Wealth Management Service Charges and Fees on Deposit Accounts Net Gain on Sale of Loans and other Mortgage Banking Revenue(2) (1) Significant items: Q4 2017 included a $7.6 million loss on investment securities as part of our treasury and tax management objectives. (2) Includes impact of change in fair value of loan servicing rights. 16

Operating Expenses Quarterly Quarterly $125.0 $119.5 $109.7 $2.7 $1.6 $3.2 $108.4 $21.2 $1.0 $3.2 $104.2 $104.5 $5.8 $101.6 $1.7 $4.2 $98.2 $100.0 $1.6 $100.0 $0.5 $2.5 $8.1 $8.5 $3.1 $8.2 $7.8 $8.1 $6.2 $7.7 $7.6 $7.1 $7.4 $7.4 $8.0 $8.0 $7.7 $8.7 $6.9 $7.5 $75.0 ) s n o (1) i $95.2 l (1) l $102.8 i $100.0(1) $56.2 $102.6(1) (1) $91.3(1) $106.5(1) M $100.0 (1) $56.6 ( $59.9 $52.2 $97.7 $52.6 $55.6 $55.6 $ $47.4 $50.0 $25.0 $32.4 $28.7 $28.1 $28.4(3) $28.1 $29.2 $24.2 $27.7 $0.0 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 2017 2018 (3) Other Compensation Occupancy Equipment Core System Transformation Costs (2) Impairment Related to Historic Tax Credits Merger & Restructuring Expenses (1) Represents operating expenses, core, a non-GAAP financial measure. Refer to the Appendix for a reconciliation of non-GAAP financial measures. (2) Segregated for this chart, but otherwise included in Other, Equipment and Compensation expenses. 17 (3) Core system transformation costs of $0.2 million included in Other expenses for the 4th quarter of 2017.

Capital Tangible Book Value and Capital Ratios CHFC CHFC CHFC CHFC CHFC 12/31/2017 3/31/2018 6/30/2018 9/30/2018 12/31/2018 Tangible Book Value / Share(1) $21.21 $21.68 $22.33 $22.87 $23.54 Tangible Common Equity / Tangible Assets(1) 8.3% 8.3% 8.3% 8.3% 8.3% Tier 1 Capital(2) 10.2% 10.4% 10.5% 10.9% 10.7% Total Risk-Based Capital(2) 11.0% 11.2% 11.4% 11.7% 10.7% Tangible Book Value per Share(1)(TBV) Roll Forward $3.98 $25 $0.09 $23.54 $21.21 $(1.24) $(0.50) $20 $15 $10 $5 $0 7 e ds j. 3) 8 201 om en Ad r ( 201 1, Inc vid CI the 1, c 3 et Di O O c 3 De N A De V @ V @ TB TB (1) Denotes a non-GAAP financial measure. Refer to the Appendix for a reconciliation of non-GAAP financial measures. (2) Estimated at December 31, 2018. (3) Includes changes in shares outstanding and other misc. items. 18

Appendix: Non-GAAP Reconciliation (Dollars in in thousands, thousands, except except per per share share data) data) Q4 2018 Q3 2018 Q2 2018 Q1 2018 Q4 2017 Q3 2017 Q2 2017 Q1 2017 Shareholders’ equity $ 2,836,260 $ 2,788,924 $ 2,750,999 $ 2,704,703 $ 2,668,749 $ 2,673,089 $ 2,639,442 $ 2,600,051 Goodwill, CDI and non-compete agreements, net of tax (1,153,877) (1,155,083) (1,156,307) (1,157,505) (1,158,738) (1,153,576) (1,153,595) (1,154,915) Tangible shareholders’ equity $ 1,682,383 $ 1,633,841 $ 1,594,692 $ 1,547,198 $ 1,510,011 $ 1,519,513 $ 1,485,847 $ 1,445,136 Common shares outstanding 71,460 71,438 71,418 71,350 71,207 71,152 71,131 71,118 Book value per share $ 39.69 $ 39.04 $ 38.52 $ 37.91 $ 37.48 $ 37.57 $ 37.11 $ 36.56 Tangible book value per share $ 23.54 $ 22.87 $ 22.33 $ 21.68 $ 21.21 $ 21.36 $ 20.89 $ 20.32 Total assets $21,498,341 $20,905,489 $20,282,603 $19,757,510 $19,280,873 $ 19,354,308 $ 18,781,405 $ 17,636,973 Goodwill, CDI and non-compete agreements, net of tax (1,153,877) (1,155,083) (1,156,307) (1,157,505) (1,158,738) (1,153,576) (1,153,595) (1,154,915) Tangible assets $20,344,464 $19,750,406 $19,126,296 $18,600,005 $18,122,135 $ 18,200,732 $ 17,627,810 $ 16,482,058 Tangible shareholders’ equity to tangible assets 8.3% 8.3% 8.3% 8.3% 8.3% 8.3% 8.4% 8.8% Net income $ 73,039 $ 70,397 $ 68,988 $ 71,596 $ 9,446 $ 40,459 $ 52,014 $ 47,604 Significant items, net of tax(1) — — — — 53,240 13,782 302 2,709 Net income, excl. significant items(1) $ 73,039 $ 70,397 $ 68,988 $ 71,596 $ 62,686 $ 54,241 $ 52,316 $ 50,313 Diluted earnings per share $ 1.01 $ 0.98 $ 0.96 $ 0.99 $ 0.13 $ 0.56 $ 0.73 $ 0.67 Effect of significant items, net of tax(1) — — — — 0.74 0.20 — 0.03 Diluted earnings per share, excl. significant items(1) $ 1.01 $ 0.98 $ 0.96 $ 0.99 $ 0.87 $ 0.76 $ 0.73 $ 0.70 Average assets $20,955,706 $20,501,223 $19,850,993 $19,457,877 $19,207,430 $18,858,148 $18,264,699 $17,474,019 Return on average assets 1.39% 1.37% 1.39% 1.47% 0.20% 0.86% 1.14% 1.09% Effect of significant items, net of tax(1) —% —% —% —% 1.11% 0.29% 0.01% 0.06% Return on average assets, excl. significant items(1) 1.39% 1.37% 1.39% 1.47% 1.31% 1.15% 1.15% 1.15% Average shareholders’ equity $ 2,798,498 $ 2,769,101 $ 2,707,346 $ 2,668,325 $ 2,676,029 $ 2,643,233 $ 2,606,517 $ 2,584,501 Average goodwill, CDI and noncompete agreements, net of tax 1,154,469 1,155,679 1,156,877 1,158,084 1,156,122 1,153,394 1,154,229 1,155,177 Average tangible shareholders' equity 1,644,029 1,613,422 1,550,469 1,510,241 1,519,907 1,489,839 1,452,288 1,429,324 Return on average shareholders’ equity 10.4% 10.2% 10.2% 10.7% 1.4% 6.1% 8.0% 7.4% Effect of significant items, net of tax(1) — — — — 8.0 2.1 — 0.4 Return on average shareholders’ equity, excl. significant items(1) 10.4% 10.2% 10.2% 10.7% 9.4% 8.2% 8.0% 7.8% Return on average tangible shareholders’ equity 17.8% 17.5% 17.8% 19.0% 2.5% 10.9% 14.3% 13.3% Effect of significant items, net of tax(1) — — — — 14.0 3.7 0.1 0.8 Return on average tangible shareholders’ equity, excl. significant items(1) 17.8% 17.5% 17.8% 19.0% 16.5% 14.6% 14.4% 14.1% (1) "Significant items" include 2017 merger and restructuring expenses, the fourth quarter of 2017 charge to income tax expense as a result of the revaluation of the net deferred tax assets and the fourth quarter of 2017 losses on sales of investment securities as part of our treasury and tax management objectives. 19

Appendix: Non-GAAP Reconciliation (Dollars in in thousands, thousands, except except per per share share data) data) Full Year 2018 2017 Net income $ 284,020 $ 149,523 Significant items, net of tax(1) — 70,033 Net income, excl. significant items(1) $ 284,020 $ 219,556 Diluted earnings per share $ 3.94 $ 2.08 Effect of significant items, net of tax(1) — 0.98 Diluted earnings per share, excl. significant items(1) $ 3.94 $ 3.06 Average assets $ 20,200,530 $ 18,465,156 Return on average assets 1.41% 0.81% Effect of significant items, net of tax(1) —% 0.38% Return on average assets, excl. significant items(1) 1.41% 1.19% Average shareholders’ equity $ 2,740,399 $ 2,627,862 Average goodwill, CDI and noncompete agreements, net of tax 1,156,371 1,155,734 Average tangible shareholders' equity 1,584,028 1,472,128 Return on average shareholders’ equity 10.4% 5.7% Effect of significant items, net of tax(1) — 2.7 Return on average shareholders’ equity, excl. significant items(1) 10.4% 8.4% Return on average tangible shareholders’ equity 17.9% 10.2% Effect of significant items, net of tax(1) — 4.7 Return on average tangible shareholders’ equity, excl. significant items(1) 17.9% 14.9% (1) "Significant items" include 2017 merger and restructuring expenses, the fourth quarter of 2017 charge to income tax expense as a result of the revaluation of the net deferred tax assets and the fourth quarter of 2017 losses on sales of investment securities as part of our treasury and tax management objectives. 20

Appendix: Non-GAAP Reconciliation (Dollars in in thousands, thousands, except except per per share share data) data) Q4 2018 Q3 2018 Q2 2018 Q1 2018 Q4 2017 Q3 2017 Q2 2017 Q1 2017 Efficiency Ratio: Total revenue – GAAP $ 195,499 $ 197,398 $ 195,555 $ 192,417 $ 178,224 $ 175,750 $ 179,516 $ 168,107 Net interest income FTE adjustment 2,514 2,386 2,331 2,227 3,580 3,260 3,169 3,068 Loan servicing rights change in fair value (gains) losses 2,827 (932) 30 (3,752) 13 4,041 1,802 519 Losses (gains) from sale of investment securities(1) (221) — (3) — 7,556 (1) (77) (90) Total revenue – Non-GAAP $ 200,619 $ 198,852 $ 197,913 $ 190,892 $ 189,373 $ 183,050 $ 184,410 $ 171,604 Operating expenses – GAAP $ 108,366 $ 109,661 $ 104,561 $ 101,610 $ 100,022 $ 119,539 $ 98,237 $ 104,196 Merger and restructuring expenses — — — — (2,567) (21,203) (465) (4,167) Impairment of income tax credits (5,772) (3,162) (1,716) (1,634) (6,157) (3,095) — — Operating expenses, core - Non-GAAP 102,594 106,499 102,845 99,976 91,298 95,241 97,772 100,029 Amortization of intangibles (1,426) (1,426) (1,425) (1,439) (1,525) (1,526) (1,525) (1,513) Operating expenses, efficiency ratio -excluding significant items - Non-GAAP $ 101,168 $ 105,073 $ 101,420 $ 98,537 $ 89,773 $ 93,715 $ 96,247 $ 98,516 Efficiency ratio – GAAP 55.4% 55.6% 53.5% 52.8% 56.1% 68.0% 54.7% 62.0% Efficiency ratio, adjusted - Non-GAAP 50.4% 52.8% 51.2% 51.6% 47.4% 51.2% 52.2% 57.4% Net Interest Margin: Net interest income – GAAP $ 163,452 $ 159,481 $ 157,537 $ 151,863 $ 145,905 $ 143,628 $ 137,948 $ 130,097 Adjustments for tax equivalent interest: Loans 782 767 737 750 855 824 814 808 Investment securities 1,732 1,619 1,594 1,477 2,725 2,436 2,355 2,260 Total taxable equivalent adjustments 2,514 2,386 2,331 2,227 3,580 3,260 3,169 3,068 Net interest income (on a tax equivalent basis) $ 165,966 $ 161,867 $ 159,868 $ 154,090 $ 149,485 $ 146,888 $ 141,117 $ 133,165 Average interest-earning assets $ 18,956,300 $ 18,490,680 $ 17,847,262 $ 17,460,007 $ 17,138,285 $ 16,815,240 $ 16,228,996 $ 15,395,465 Net interest margin – GAAP 3.42% 3.42% 3.54% 3.51% 3.39% 3.40% 3.41% 3.41% Net interest margin (on a tax-equivalent basis) - Non-GAAP 3.49% 3.48% 3.59% 3.56% 3.47% 3.48% 3.48% 3.49% (1) Includes the fourth quarter of 2017 losses on sales of investment securities as part of our treasury and tax management objectives. 21

Appendix: Non-GAAP Reconciliation (Dollars in in thousands, thousands, except except per per share share data) data) 2018 2017 Efficiency Ratio: Total revenue – GAAP $ 780,869 $ 701,597 Net interest income FTE adjustment 9,458 13,077 Loan servicing rights change in fair value (gains) losses (1,827) 6,375 Losses (gains) from sale of investment securities(1) (224) 7,388 Total revenue – Non-GAAP $ 788,276 $ 728,437 Operating expenses – GAAP $ 424,198 $ 421,994 Merger and restructuring expenses — (28,402) Impairment of income tax credits (12,284) (9,252) Operating expenses, core - Non-GAAP 411,914 384,340 Amortization of intangibles (5,716) (6,089) Operating expenses, efficiency ratio -excluding significant items - Non-GAAP $ 406,198 $ 378,251 Efficiency ratio – GAAP 54.3% 60.1% Efficiency ratio, adjusted - Non-GAAP 51.5% 51.9% Net Interest Margin: Net interest income – GAAP $ 632,333 $ 557,578 Adjustments for tax equivalent interest: Loans 3,036 3,301 Investment securities 6,422 9,777 Total taxable equivalent adjustments 9,458 13,078 Net interest income (on a tax equivalent basis) $ 641,791 $ 570,656 Average interest-earning assets $ 18,193,489 $ 16,400,425 Net interest margin – GAAP 3.48% 3.40% Net interest margin (on a tax-equivalent basis) - Non-GAAP 3.53% 3.48% (1) Includes the fourth quarter of 2017 losses on sales of investment securities as part of our treasury and tax management objectives. 22