UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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(Mark One):
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x
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
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For the fiscal year ended December 31, 2018
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OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
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For the transition period from _____________to _______________
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Commission File No. 000-08185
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A. Full title of the plan and the address of the plan, if different from that of the issuer named below: Chemical Financial Corporation 401(k) Savings Plan.
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B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: Chemical Financial Corporation, 333 W. Fort Street, Suite 1800, Detroit, Michigan 48226
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Chemical Financial Corporation
401(k) Savings Plan
Audited Financial Statements
as of and for the years ended
December 31, 2018
and
2017
,
and
Supplemental Schedule
as of
December 31, 2018
Table of Contents
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Page
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Report of Independent Registered Public Accounting Firm
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Audited Financial Statements:
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Statements of Net Assets Available for Benefits
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Statements of Changes in Net Assets Available for Benefits
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Notes to Financial Statements
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Supplemental Schedule:
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Schedule H, Line 4i — Schedule of Assets (Held at End of Year)
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Exhibits
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Signatures
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Report of Independent Registered Public Accounting Firm
To the Compensation and Pension Committee of
Chemical Financial Corporation, and the
Plan Administrator and Plan Participants of the
Chemical Financial Corporation
401(k) Savings Plan
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of the Chemical Financial Corporation 401(k) Savings Plan (Plan) as of
December 31, 2018
and
2017
, and the related statement of changes in net assets available for benefits for the years then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan, as of December 31, 2018 and 2017, and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Supplemental Information
The supplemental schedule of assets (held at end of year) as of December 31, 2018 has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The schedule of assets (held at end of year) is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.
We have served as the Plan’s auditor since 2008.
/s/ Andrews Hooper Pavlik PLC
Saginaw, Michigan
June 27, 2019
Chemical Financial Corporation
401(k) Savings Plan
Statements of Net Assets Available for Benefits
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December 31,
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2018
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2017
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Assets
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Investments, at fair value:
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Chemical Financial Corporation common stock *
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$
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8,987,609
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$
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13,224,735
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Mutual funds
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142,727,611
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149,164,835
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Cash and cash equivalents
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6,600,026
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5,236,284
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Total investments, at fair value
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158,315,246
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167,625,854
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Notes receivable from participants
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3,637,982
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3,381,069
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Participant contribution receivable
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—
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363,406
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Employer contribution receivable
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—
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325,908
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Other receivables
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—
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55,739
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Total receivables
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3,637,982
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4,126,122
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Net assets available for benefits
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$
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161,953,228
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$
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171,751,976
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* Party-in-interest
See accompanying notes to financial statements.
Chemical Financial Corporation
401(k) Savings Plan
Statements of Changes in Net Assets Available for Benefits
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Years Ended December 31,
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2018
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2017
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Additions
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Contributions:
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Participants
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$
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13,668,003
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$
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11,161,336
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Employer
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7,660,326
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9,117,486
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Participant rollovers
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2,598,435
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2,708,794
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Total contributions
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23,926,764
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22,987,616
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Investment income:
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Chemical Financial Corporation dividends
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289,150
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290,218
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Mutual fund dividends
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2,749,725
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2,330,993
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Interest income
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74,468
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34,419
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Total investment income
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3,113,343
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2,655,630
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Interest on notes receivable from participants
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149,406
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126,879
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Other income
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37,921
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45,797
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Total additions
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27,227,434
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25,815,922
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Deductions
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Benefits paid directly to participants
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(20,698,704
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(21,065,827
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Administrative fees
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(107,807
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(111,537
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Total deductions
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(20,806,511
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(21,177,364
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Net (depreciation) appreciation in fair value of investments
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(16,219,671
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)
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21,128,286
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Net (decrease) increase
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(9,798,748
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)
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25,766,844
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Net assets available for benefits at beginning of year
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171,751,976
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145,985,132
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Net assets available for benefits at end of year
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$
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161,953,228
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$
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171,751,976
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See accompanying notes to financial statements.
Chemical Financial Corporation
401(k) Savings Plan
Notes to Financial Statements
December 31, 2018
1. Description of the Plan
The following description of the Chemical Financial Corporation (the "Corporation") 401(k) Savings Plan (the "Plan") provides only general information. Participants should refer to the Plan agreement for a complete description of the Plan’s provisions.
General
The Plan is a defined contribution plan covering all employees of the Corporation. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). Effective January 1, 2018, the Plan utilizes a "safe harbor" design under 401(k) Internal Revenue Code of 1986 (the "Code") regulation.
Contributions
Each year, Plan participants may contribute up to 85% of pretax annual compensation and/or Roth 401(k) after tax contributions not to exceed the Code limitation, as defined in the Plan. Participants may also contribute amounts representing rollover distributions from other qualified defined benefit or defined contribution plans. Participants who have attained age 50 before the end of the Plan year are eligible to make catch-up contributions.
Effective January 1, 2018, the matching contributions made to the Plan are considered safe harbor matching contributions, and the contributions will automatically satisfy the nondiscrimination testing requirements under the Code section 401(m). In addition, the salary deferral contributions for participants who have at least one year of service will also automatically satisfy the nondiscrimination testing requirements under IRC Section 401(k).
The Corporation contributed safe harbor matching contributions equal to 100% of the participant’s contributions ("matching contributions"). In determining the Corporation’s matching contributions, participant contributions up to 6% of a participant’s eligible compensation are matched. Prior to January 1, 2018, the Corporation contributed matching contributions equal to 50% of the participant's contributions up to 4% of a participant's eligible compensation as well as contributed 4% of certain employees’ eligible compensation ("non-elective contributions"). The employees eligible for this additional 4% non-elective contribution were those affected by a partial freeze of the Corporation’s defined benefit pension plan, which was effective June 30, 2006, all new employees hired subsequent to June 30, 2006 and those employees affected by the freeze of the Corporation's defined benefit pension plan effective September 30, 2017, beginning October 1, 2017. Effective January 1, 2018, the additional 4% non-elective contribution by the Corporation was discontinued.
Participant Accounts
Each participant’s account is credited with the participant’s contributions and allocations of (a) the Corporation’s contributions and (b) Plan earnings. Participants direct the investment of their accounts among the investment funds offered by the Plan. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s account.
Chemical Financial Corporation
401(k) Savings Plan
Notes to Financial Statements (continued)
Vesting
Participants are immediately vested in their contributions and actual earnings thereon. Effective January 1, 2018, the Corporation’s matching contributions are immediately 100% vested.
Matching contributions made prior to January 1, 2018, vest in accordance with the following schedule:
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Years of Service
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Percentage
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Less than three
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0
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%
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Three or more
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100
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%
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The Corporation’s 4% non-elective retirement contributions made prior to January 1, 2018 were subject to the following vesting schedule.
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Years of Service
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Percentage
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Less than two years
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0
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%
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Two
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20
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%
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Three
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40
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%
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Four
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60
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%
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Five
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80
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%
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Six or more
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100
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%
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Notes Receivable from Participants
Participants may borrow from their participant accounts a minimum of $1,000 and up to a maximum equal to the lesser of $50,000 or 50% of their vested account balance. Loan terms range from 1-5 years. The loans are secured by the balance in the participant’s account and bear interest at a rate commensurate with local prevailing market interest rates as determined monthly by the plan administrator. Principal and interest are paid ratably through payroll deductions. Notes receivable from participants are valued at their unpaid principal balance plus accrued but unpaid interest.
Payment of Benefits
On termination of service or upon death, disability or retirement, a participant may request a benefit payment. Benefit payments are distributed in a lump-sum amount equal to the vested value of the participant’s account. Payment of benefits may not be deferred by participants beyond their attainment of age 70-1/2, unless they are an active employee.
Forfeitures
If a participant terminates employment, any non-vested Corporation provided portion of the participant’s account may be forfeited. Forfeitures are used to reduce future contributions of the Corporation. At
December 31, 2018
and
2017
forfeited accounts totaled $0 and $6,055, respectively. During the year ended
Chemical Financial Corporation
401(k) Savings Plan
Notes to Financial Statements (continued)
December 31, 2018
and
2017
, employer contributions were reduced by $1,417,909 and $530,321, respectively, from forfeitures.
2. Summary of Accounting Policies
Investment Valuation
The Plan’s investments are stated at fair value. Securities traded on a national securities exchange are valued at the last reported sales price on the last business day of the Plan year. Mutual funds are stated at quoted market prices which represent the net asset value of shares held by the Plan at year-end.
Chemical Financial Corporation common stock had a market value of $36.61 per share at
December 31, 2018
and $53.47 per share at December 31,
2017
.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.
Plan Termination
Although it has not expressed the intention to do so, the Corporation reserves the right to terminate the Plan at any time by resolution of its Board of Directors subject to the provisions of ERISA. In the event of Plan termination, all participants will be 100% vested in their accounts. The value of the participant accounts will be determined as of the effective date of the termination and distributed as provided by the Plan.
Administration
Administrative fees of the Plan include certain fees charged directly to individual participants, related directly to transactions or events associated with individual participant accounts. Expenses of administering the Plan are paid directly by the Corporation outside of the Plan.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") requires the Plan’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.
Recent Accounting Pronouncements
There were no accounting pronouncements that were issued or became effective during the year ended
December 31, 2018
, that had, or are expected to have, a material impact on the Plan’s net assets available for benefits or financial statement disclosures.
Chemical Financial Corporation
401(k) Savings Plan
Notes to Financial Statements (continued)
3. Fair Value Measurements
U.S. GAAP provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under U.S. GAAP are described below:
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Level 1
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Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access.
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Level 2
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Inputs to the valuation methodology include:
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•
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Quoted prices for similar assets or liabilities in active markets;
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•
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Quoted prices for identical or similar assets or liabilities in inactive markets;
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•
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Inputs other than quoted prices that are observable for the asset or liability;
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•
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Inputs that are derived principally from or corroborated by observable market data by correlation or other means.
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If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.
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Level 3
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Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
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The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. Following is a description of the valuation methodologies used for Plan assets measured at fair value.
Chemical Financial Corporation common stock
: Valued at the closing price reported on the Nasdaq stock market.
Mutual funds
: Valued at the net asset value, based on quoted market prices in active markets, of shares held by the Plan at year end.
The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
Chemical Financial Corporation
401(k) Savings Plan
Notes to Financial Statements (continued)
The following table sets forth by level, within the fair value hierarchy, the Plan’s assets measured at fair value at
December 31, 2018
and
2017
:
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Level 1
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Level 2
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Level 3
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Total
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December 31, 2018
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Chemical Financial Corporation
common stock
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$
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8,987,609
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$
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—
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$
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—
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$
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8,987,609
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Mutual funds
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142,727,611
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—
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—
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142,727,611
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Total
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$
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151,715,220
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$
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—
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$
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—
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$
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151,715,220
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December 31, 2017
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Chemical Financial Corporation
common stock
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$
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13,224,735
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$
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—
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$
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—
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$
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13,224,735
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Mutual funds
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149,164,835
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—
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—
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149,164,835
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Total
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$
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162,389,570
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$
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—
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$
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—
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$
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162,389,570
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4. Income Tax Status
The Plan has received a determination letter from the Internal Revenue Service, dated March 31, 2014, stating that the Plan is qualified under Section 401(a) of the Code and, therefore, the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan has been amended since receiving the determination letter. The Plan Administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan is qualified and the related trust is tax exempt.
5. Party-in-Interest
The Plan held the following assets with parties-in-interest at December 31:
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Party-in-Interest
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Description of Asset
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2018
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2017
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Chemical Financial Corporation
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Common stock
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$
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8,987,609
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$
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13,224,735
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Chemical Bank
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Cash and cash equivalents
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6,600,026
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5,236,284
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At times, the Plan receives a revenue credit from Chemical Bank Wealth Management. A revenue credit program is a refund of a portion of the revenue fund managers have received based on the funds participants have chosen. This credit is reflected in "other income" on the Statements of Changes in Net Assets Available for Benefits. Certain Plan fees are paid through the revenue credit program. For the years ended
December 31, 2018
and
2017
,
$37,921
and
$45,797
of other income was paid under this revenue credit program, respectively.
Fees paid for trustee services rendered by parties-in-interest are reported on the Statements of Changes in Net Assets Available for Benefits in administrative fees.
Chemical Financial Corporation
401(k) Savings Plan
Notes to Financial Statements (continued)
6. Risk and Uncertainties
The Plan invests in various mutual funds and Chemical Financial Corporation common stock. Mutual funds and Chemical Financial Corporation common stock are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain mutual funds and common stock, it is reasonably possible that changes in the values of mutual funds or Chemical Financial Corporation common stock will occur in the near term and that such changes could materially affect participants' account balances and the amounts reported in the Statements of Net Assets Available for Benefits.
Chemical Financial Corporation
401(k) Savings Plan
EIN: 38-2022454 –– Plan Number 002
Schedule H, Line 4i—Schedule of Assets (Held at End of Year)
December 31, 2018
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(a)
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(b)
Identity of Issue, Borrower,
Lessor or Similar Party
|
(c)
Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value
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(d)
Cost
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(e)
Current
Value
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|
Common Stock:
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*
|
Chemical Financial Corporation
|
Common Stock, $1.00 par value per share
|
**
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|
$
|
8,987,609
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Mutual Funds:
|
|
|
|
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Federated Investors
|
Institutional High Yield Bond Fund
|
**
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|
1,181,032
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|
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|
Fidelity Investments
|
Fidelity Puritan Fund
|
**
|
|
4,328,213
|
|
|
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|
Fidelity Advisors Small Cap Growth
|
**
|
|
1,088,716
|
|
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Vanguard Investments
|
Vanguard Target Income Fund
|
**
|
|
1,159,550
|
|
|
|
|
Vanguard Target 2015 Fund
|
**
|
|
1,030,468
|
|
|
|
|
Vanguard Target 2020 Fund
|
**
|
|
7,970,204
|
|
|
|
|
Vanguard Target 2025 Fund
|
**
|
|
7,797,469
|
|
|
|
|
Vanguard Target 2030 Fund
|
**
|
|
11,758,195
|
|
|
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|
Vanguard Target 2035 Fund
|
**
|
|
6,943,953
|
|
|
|
|
Vanguard Target 2040 Fund
|
**
|
|
8,462,871
|
|
|
|
|
Vanguard Target 2045 Fund
|
**
|
|
4,134,259
|
|
|
|
|
Vanguard Target 2050 Fund
|
**
|
|
7,015,592
|
|
|
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Vanguard Target 2055 Fund
|
**
|
|
3,807,497
|
|
|
|
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Vanguard Target 2060 Fund
|
**
|
|
835,724
|
|
|
|
|
Vanguard Target 2065 Fund
|
**
|
|
214,599
|
|
|
|
|
Vanguard Institutional Index Fund
|
**
|
|
14,996,978
|
|
|
|
|
Vanguard Inflation Protected Securities Fund
|
**
|
|
1,215,022
|
|
|
|
|
Vanguard Small-Cap Index Adm
|
**
|
|
3,431,320
|
|
|
|
|
Vanguard Short-Term Bond Investment Grade Adm
|
**
|
|
1,107,571
|
|
|
|
|
Vanguard Mid Cap Index Fund (Adm)
|
**
|
|
208,536
|
|
|
|
|
Vanguard Mid-Cap Value Index Fund
|
**
|
|
2,128,936
|
|
|
|
|
Vanguard Short-Term Federal Fund (Adm)
|
**
|
|
2,332,024
|
|
|
|
|
Vanguard Developed Markets Index Admiral
|
**
|
|
2,891,385
|
|
|
|
Other Mutual Funds
|
Baird Core Plus Bond Fund
|
**
|
|
4,758,150
|
|
|
|
|
Columbia Dividend Income Y Fund
|
**
|
|
6,635,308
|
|
|
|
|
Janus Henderson Small Cap Value
|
**
|
|
501,636
|
|
|
|
|
Oppenheimer Int'l Growth Fund
|
**
|
|
3,821,336
|
|
|
|
|
Principal Mid Cap Fund
|
**
|
|
12,873,319
|
|
|
|
|
Principal Real Estate Securities CL I Fund
|
**
|
|
1,646,551
|
|
|
|
|
T Rowe Price Growth Fund
|
**
|
|
11,979,522
|
|
|
|
|
American Funds New World
|
**
|
|
2,256,975
|
|
|
|
|
Tweedy Browne Global Value Fund
|
**
|
|
910,724
|
|
|
|
|
JPMorgan Government Bond Fund R6
|
**
|
|
1,303,976
|
|
|
|
Total Mutual Funds
|
|
|
142,727,611
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents:
|
|
|
|
|
*
|
Chemical Bank
|
ChemSweep-Money Market
|
**
|
|
5,897,815
|
|
|
*
|
Chemical Bank
|
ChemSecure-Money Market
|
**
|
|
702,211
|
|
|
|
Total cash and cash equivalents
|
|
|
6,600,026
|
|
|
|
Total investments, at fair value
|
|
|
$
|
158,315,246
|
|
|
|
|
|
|
|
|
*
|
Participant loans
|
Interest rate range: 3.16% to 6.25%;
with various maturity dates
|
—
|
|
$
|
3,637,982
|
|
|
*Party-in-interest
|
|
**Historical cost information is not required for participant directed investments.
|
Chemical Financial Corporation
401(k) Savings Plan
Exhibits:
23.1 Consent of Andrews Hooper Pavlik PLC dated
June 27, 2019
.
SIGNATURES
The Plan.
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
|
|
|
|
|
Dated:
|
June 27, 2019
|
CHEMICAL FINANCIAL CORPORATION 401(K)
SAVINGS PLAN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Sandy Kuohn
|
|
|
|
|
Sandy Kuohn
|
|
|
|
|
Chief Human Resources Officer, Chemical Bank, and Administrator of the Chemical Financial Corporation 401(k) Savings Plan
|
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