CHFC 2018 Annual Report

RECONCILIATION OF NON-GAAP MEASURES This letter contains certain non-GAAP financial measures. These non-GAAP measures are supplemental in nature and should not be considered in isolation or as alternatives to GAAP measures. Reconciliations of non-GAAP financial information to the closest corresponding GAAP measure are included under the caption “Non-GAAP Financial Measures” in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our enclosed Annual Report on Form 10-K for the year ended December 31, 2018. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Some of the statements in this letter are ‘‘forward-looking statements’’ within the meaning of the federal securities laws. Words and phrases such as “expect,” “plan,” “believe,” “continue,” “vision,” “will,” and variations of such words or similar expressions are intended to identify such forward-looking statements. Forward- looking statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions (“risk factors”) that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence. Therefore, actual results and outcomes may materially differ from what may be expressed or forecasted in such forward-looking statements. We assume no duty to update, amend or clarify forward- looking statements, whether as a result of new information, future events or otherwise, except as required by law. Risks factors include, without limitation: • 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 inability to grow deposits; • our inability to execute on our strategy to expand investments and commercial lending; • our inability to efficiently manage our operating expenses; • the possibility that our previously announced merger with TCF Financial (“TCF”) does not close when expected or at all because required regulatory, shareholder or other approvals and other conditions to closing are not received or satisfied on a timely basis or at all; • the occurrence of any event, change or other circumstance that could give rise to the right of Chemical, TCF or both to terminate the merger agreement; • potential difficulty in maintaining relationships with clients, employees or business partners as a result of our proposed merger with TCF; • the possibility that the anticipated benefits of our proposed merger with TCF, including anticipated cost savings and strategic gains, are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy, competitive factors in the areas where Chemical and TCF do business, or as a result of other unexpected factors or events; and • the other risks, uncertainties and assumptions set forth under the heading “Forward-Looking Statements” in our enclosed Annual Report on Form 10-K for 2018. In addition, risk factors include, but are not limited to, the risk factors described in Item 1A of our enclosed Annual Report on Form 10-K for 2018. These and other factors are representative of the risk factors that may emerge and could cause a difference between an ultimate actual outcome and a preceding forward- looking statement.