First Quarter 2016 Investor Call M. Terry Turner, President and CEO - - PowerPoint PPT Presentation

First Quarter 2016 Investor Call

• M. Terry Turner, President and CEO

Harold R. Carpenter, EVP and CFO April 19, 2016

Forward Looking Statements

Certain of the statements in this presentation may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words "expect," "anticipate," "goal," "objective," "intend," "plan," "believe," "should," "hope," "pursue," "seek," "estimate" and similar expressions are intended to identify such forward-looking statements, but other statements not based on historical information may also be considered forward-looking. All forward-looking statements are subject to risks, uncertainties and

• ther factors that may cause the actual results, performance or achievements of Pinnacle Financial to differ materially from any results expressed or implied

by such forward-looking statements. Such risks include, without limitation, (i) deterioration in the financial condition of borrowers resulting in significant increases in loan losses and provisions for those losses; (ii) continuation of the historically low short-term interest rate environment; (iii) the inability of Pinnacle Financial, or entities in which it has significant investments, like BHG, to maintain the historical growth rate of its, or such entities', loan portfolio; (iv) changes in loan underwriting, credit review or loss reserve policies associated with economic conditions, examination conclusions, or regulatory developments; (v) effectiveness of Pinnacle Financial's asset management activities in improving, resolving or liquidating lower-quality assets; (vi) increased competition with other financial institutions; (vii) greater than anticipated adverse conditions in the national or local economies including the Nashville- Davidson-Murfreesboro-Franklin MSA, the Knoxville MSA, the Chattanooga, TN-GA MSA and the Memphis, TN-MS-AR MSA, particularly in commercial and residential real estate markets; (viii) rapid fluctuations or unanticipated changes in interest rates on loans or deposits; (ix) the results of regulatory examinations; (x) the ability to retain large, uninsured deposits; (xi) a merger or acquisition like our proposed merger with Avenue Financial Holdings, Inc. (Avenue); (xii) risks of expansion into new geographic or product markets; (xiii) any matter that would cause Pinnacle Financial to conclude that there was impairment of any asset, including intangible assets; (xiv) reduced ability to attract additional financial advisors (or failure of such advisors to cause their clients to switch to Pinnacle Financial), to retain financial advisors (including those at Avenue) or otherwise to attract customers from other financial institutions; (xv) further deterioration in the valuation of other real estate owned and increased expenses associated therewith; (xvi) inability to comply with regulatory capital requirements, including those resulting from changes to capital calculation methodologies and required capital maintenance levels; (xvii) risks associated with litigation, including the applicability of insurance coverage; (xviii) the risk that the cost savings and any revenue synergies from the mergers with Avenue, CapitalMark Bank & Trust (CapitalMark) and Magna Bank (Magna) may not be realized or take longer than anticipated to be realized; (xix) disruption from the Avenue merger with customers, suppliers or employee relationships; (xx) the occurrence of any event, change or other circumstances that could give rise to the termination of the Avenue merger agreement; (xxi) the risk of successful integration of Avenue's, CapitalMark's and Magna's business with ours; (xxii) the failure of Avenue's shareholders to approve the Avenue merger; (xxiii) the amount of the costs, fees, expenses and charges related to the Avenue merger; (xxiv) the ability to obtain required government approvals of the proposed terms of the Avenue merger; (xxv) risk of adverse reaction of Pinnacle Financial's and Avenue's customers to the Avenue merger; (xxvi) the failure of the closing conditions of the Avenue merger to be satisfied; (xxvii) the risk that the integration of Avenue's, CapitalMark's and Magna's operations with Pinnacle Financial's will be materially delayed or will be more costly or difficult than expected; (xxviii) the possibility that the Avenue merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (xxix) the dilution caused by Pinnacle Financial's issuance of additional shares of its common stock in the Avenue merger; (xxx) approval of the declaration of any dividend by Pinnacle Financial's board of directors; (xxxi) the vulnerability of our network and online banking portals to unauthorized access, computer viruses, phishing schemes, spam attacks, human error, natural disasters, power loss and other security breaches; (xxxii) the possibility of increased compliance costs as a result of increased regulatory oversight, including oversight of companies in which Pinnacle Financial has significant investments, and the development of additional banking products for our corporate and consumer clients; (xxxiii) the risks associated with our being a minority investor in BHG, including the risk that the owners of a majority of the membership interests in BHG decide to sell the company if not prohibited from doing so by the terms of our agreement with them; (xxxiv) the incremental cost and/or decreased revenues associated with exceeding $10 billion in assets will exceed current estimates; and (xxxv) changes in state and federal legislation, regulations or policies applicable to banks and other financial service providers, including regulatory or legislative developments . A more detailed description of these and other risks is contained in "Item 1A. Risk Factors" below. Many of such factors are beyond Pinnacle Financial's ability to control or predict, and readers are cautioned not to put undue reliance on such forward-looking statements. Pinnacle Financial disclaims any obligation to update or revise any forward-looking statements contained in this release, whether as a result of new information, future events or otherwise.

Safe Harbor Statements

Additional Information and Where to Find It

In connection with the Avenue merger, Pinnacle Financial has filed a registration statement on Form S-4 with the Securities and Exchange Commission (the SEC) to register the shares of Pinnacle’s common stock that will be issued to the shareholders of Avenue in connection with the Avenue merger. The registration statement includes a proxy statement/prospectus (that will be delivered to Avenue’s shareholders in connection with their required approval of the Avenue merger) and other relevant materials in connection with the Avenue merger. INVESTORS AND SECURITY HOLDERS ARE ENCOURAGED TO READ THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE AVENUE MERGER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT PINNACLE, AVENUE AND THE AVENUE MERGER. Investors and security holders may obtain free copies of these documents once they are available through the website maintained by the SEC at http://www.sec.gov. Free copies of the proxy statement/prospectus also may be obtained by directing a request by telephone or mail to Pinnacle Financial Partners, Inc., 150 3rd Avenue South, Suite 980, Nashville, TN 37201, Attention: Investor Relations (615) 744-3742 or Avenue Financial Holdings, Inc., 111 10th Avenue South, Suite 400, Nashville, TN 37203, Attention: Investor Relations (615) 252-2265. This communication shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. Pinnacle and Avenue, and certain of their respective directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the shareholders of Avenue in respect of the Avenue merger. Certain information about the directors and executive officers of Pinnacle is set forth in its Annual Report on Form 10-K for the year ended December 31, 2015, which was filed with the SEC on February 29, 2016 and its proxy statement for its 2016 annual meeting of shareholders, which was filed with the SEC on March 10, 2016, and its Current Report on Form 8-K which was filed with the SEC on April 1, 2016. Certain information about the directors and executive officers of Avenue is set forth in its Annual Report on Form 10-K for the year ended December 31, 2015, which was filed with the SEC on March 29, 2016. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the proxy statement/prospectus and

• ther relevant documents filed with the SEC when they become available.

Safe Harbor Statements

$12.64 $13.93 $16.12 $18.75

Tangible Book Value per Share

$54,661 $58,640 $69,755 $99,758

Total Revenues

$0.39 $0.47 $0.62 $0.71

FD EPS*

Up 14.5% yr/yr 12.41% 13.45% 15.56% 15.64%

ROTCE*

26.4% 21.2% 20.3% 24.2%

Classified Asset Ratio

1.02% 0.73% 0.58% 0.70%

NPA / Loans & OREO

$3,538 $4,087 $4,413 $6,432

Total Core Deposits

(millions)

1Q16 Summary Results

Balance Sheet Growth Earnings Growth Asset Quality

Up 47.0% yr/yr Up 45.8% yr/yr Up 43.0% yr/yr

Execution of fundamentals fueled exceptional growth in key valuation drivers

Up 16.3% yr/yr

*: excluding tax effected merger related charges

0.24% 0.09% 0.13% 0.43%

NCO's

$3,772 $4,182 $4,645 $6,828

Total Loans

(millions)

Previously outlined growth initiatives are moving forward 1. Aggressive hiring ahead of schedule – 14 revenue producers in 1Q16, compared to 36 all of last year 2. CapitalMark and Magna mergers –Successful integration completed. Final stages of CapitalMark synergy case to be fully deployed in 2Q16 3. Avenue merger – Regulatory applications have been filed. S4 filed last

• week. Potential legal merger by end of 2Q16 or 3Q16.

4. BHG – Additional 19% stake acquired. Current pipelines generate expectations for another high growth year.

1Q16 Summary Results

5

6

$1.31 $2.44

$- $0.50 $1.00 $1.50 $2.00 $2.50 $3.00 $- $20 $40 $60 $80 $100

Revenues per diluted WAVG share Total Revenues (000's)

Fee income NII Total revenue per share

Loan, Deposit and Fee Growth Yield Operating Leverage

Steady growth in total revenues

7

Linked quarter loan volumes and yields rose dramatically in 1Q16

Loan, Deposit and Fee Growth Yield Operating Leverage

8

Deposits grew consistently with costs well contained

Loan, Deposit and Fee Growth Yield Operating Leverage

9

Fee businesses produce another solid quarter

1Q16 4Q15 3Q15 2Q15 1Q15 Service charges $3,443 $3,500 $3,258 $3,076 $2,913 Investment services 2,346 2,787 2,526 2,399 2,259 Insurance commissions 1,705 1,103 1,103 1,106 1,513 Gain on mortgage loans sold, net 3,568 2,181 1,895 1,652 1,941 Trust fees 1,581 1,482 1,437 1,230 1,312 Income from equity method investment 5,148 7,839 5,285 4,266 3,201 Other: Securities gains (losses)

• (10)
• 556

6 Interchange and other consumer fees 5,817 5,558 4,964 3,893 3,799 Bank-owned life insurance 762 714 661 573 600 Loan swap fees 891 604 398 611 482 Other 595 850 (117) 657 468 Total noninterest income $25,856 $26,608 $21,410 $20,019 $18,494 Total Assets (Quarterly Average) $8,851,978 $8,565,341 $7,514,633 $6,319,712 $6,102,523 Noninterest income/Average Assets 1.17% 1.23% 1.13% 1.27% 1.23% Core Noninterest Income**/ Average Assets 1.17% 1.23% 1.13% 1.24% 1.23%

Loan, Deposit and Fee Growth Yield Operating Leverage

** Excludes the impact of securities gains (losses)

10

Solid operating leverage; set for another year of improvement

1Q16 4Q15 3Q15 2Q15 1Q15 Salaries and benefits $32,517 $30,878 $27,746 $23,775 $23,531 Equipment and occupancy 8,130 8,385 6,933 5,878 6,046 Other real estate owned 112 99 (686) (115) 395 Marketing and business development 1,263 1,465 1,252 1,186 960 Supplies and postage 957 1,052 795 731 649 Intangible amortization 873 917 602 227 227 Merger related expense 1,829 2,489 2,249 59

• Other expenses

8,381 6,906 6,216 5,006 5,023 Total noninterest expense $54,064 $52,191 $45,107 $36,747 $36,831 Efficiency ratio 54.2% 53.2% 54.0% 51.1% 52.8% Expense/Total Average Assets 2.45% 2.42% 2.38% 2.33% 2.45% Core noninterest expense ** $52,122 $49,603 $43,544 $36,324 $36,436 Core efficiency ratio 52.2% 50.6% 52.2% 50.9% 52.2% Core Noninterest Expense**/Average Assets 2.37% 2.30% 2.30% 2.31% 2.42%

** Excludes the impact of OREO expense, FHLB prepayment charges and merger related expenses

Loan, Deposit and Fee Growth Yield Operating Leverage

Strategic Outlook

Significant Regional Bank Competitors

Memphis Nashville (1) Chattanooga Knoxville

Loans – 1Q16 $589.7 mm $5,328.8 mm $711.6 mm $1,155.3 mm Deposits – 1Q16 $405.4 mm $6,038.9 mm $662.9 mm $939.5 mm Pro forma deposit market share 2Q15 1.7% - 11th 11.0% - 4th 6.6% - 4th 4.9% - 6th Long-term deposit target $2.5 billion $7.5 billion $2.5 billion $2.5 billion Primary competitors First Horizon Regions SunTrust Bank of America Regions SunTrust First Horizon SunTrust Regions First Horizon SunTrust Regions

Source: Internal records, FDIC market share information

(1) Pro forma impact for announced Avenue merger – Loans and deposits as of EOP 1Q16 and deposit market share based on

FDIC market share information as of June 30, 2015. 11

Pinnacle has targeted four attractive urban markets

12

(1) - Calculation excludes net gains and losses on the sale of investment securities and in the second quarter of 2013 noncredit related loan losses (2) - Calculation excludes OREO expense, FHLB prepayment charges and merger related expenses. Noninterest expense for 2Q13 includes the impact of the reversal of a $2.0 million allowance for off-balance sheet commitments

• -- : Reflects targets resulting from the annual corporate strategic planning process for the then current period.

PNFP has built a high growth, high profit model

Strategic Outlook

0.97% 0.94% 1.23% 1.17% 0.70% 0.80% 0.90% 1.00% 1.10% 1.20% 1.30%

Noninterest Income / Average Assets (1)

3.90% 3.76% 3.78% 3.78% 3.50% 3.55% 3.60% 3.65% 3.70% 3.75% 3.80% 3.85% 3.90% 3.95%

Net Interest Margin

1.09% 1.20% 1.45% 1.32%

0.00% 0.20% 0.40% 0.60% 0.80% 1.00% 1.20% 1.40% 1.60%

ROA (2)

0.24% 0.09% 0.13% 0.43% 0.00% 0.05% 0.10% 0.15% 0.20% 0.25% 0.30% 0.35% 0.40% 0.45% 0.50%

Net Chargeoff Ratio

Avenue BHG

• Hiring revenue producers at record pace in 1Q16
• Recruiting pipelines remain robust for remainder of 2016
• Double digit organic balance sheet and core fee growth rates
• Double digit EPS growth rate

Strategic Outlook

Traditional Tactics

• Successful system and brand integrations are complete
• Remaining cost synergies to be realized in 2Q16
• Begin harvesting revenue synergies
• Announced January, 2016
• Anticipate 40% cost saves – long term 4% EPS accretion to core franchise even

after considering impact of going above $10 billion

• Less than 1% TBV dilution with earnback period of ~ 2 years
• Expected close – late 2Q16 / early 3Q16. Technology conversion slated for 4Q16

Strong execution of growth tactics yields sustainable growth

13

CapitalMark and Magna

• Purchased an additional 19% stake to take combined ownership to 49%
• Anticipate at least 4% FDEPS accretive in 2016
• Continue to expand synergies between Pinnacle and BHG

Strategic Outlook

14

Pinnacle’s focus remains sustainable growth in value

• 1. Competitive distinction among bankers and clients
• 2. Double digit organic asset growth - $13-15 billion
• 3. 1.20 – 1.40% ROA Target
• 4. Double digit EPS growth
• 5. Top quartile ROTCE
• 6. Advantage stock rationally deployed

Q&A –

First Quarter 2016 Investor Call

Supplemental Information

First Quarter 2016 Investor Call

Supplemental Information

17

Chart

• Balance Sheet

18

• Asset Quality

27

• Income Statement

31

• Pinnacle Financial Partners profile 37
• Economic and Market Conditions 43

Balance Sheet Supplemental Information

18

Loan portfolio well diversified

Balance Sheet

19 Amts. 1Q16 %’s(*) 1Q16 Amts. 4Q15 %’s(*) 4Q15 Amts. 1Q15 %’s 1Q15 Amts. 1Q14 %’s 1Q14 C&D and Land $764.1 11.2% $747.7 11.4% $324.5 7.0% $294.1 7.0% Consumer RE 1,042.3 15.3% 1,046.5 16.0% 723.9 15.6% 703.6 16.8% CRE – Owner Occ. 1,099.7 16.1% 1,083.5 16.6% 767.3 16.5% 701.3 16.8% CRE – Investment 995.8 14.6% 953.5 14.6% 609.8 13.1% 598.0 14.3% Other RE loans 245.3 3.6% 238.5 3.6% 183.6 4.0% 156.9 3.8% Total real estate 4,147.2 60.8% 4,069.7 62.2% 2,609.1 56.2% 2,453.8 58.7% C&I 2,434.6 35.6% 2,228.5 34.1% 1,810.8 39.0% 1,568.9 37.5% Other loans 246.1 3.6% 245.0 3.7% 225.4 4.9% 158.9 3.8% Total loans $6,827.9 100.0% $6,543.2 100.0% $4,645.3 100.0% $4,181.7 100.0%

(*) as a percentage of total loans

(*) as a percentage of total loans

Balance Sheet

20

Construction portfolio reflects quality growth

Amts. 1Q16 %’s(*) 1Q16 Amts. 4Q15 %’s(*) 4Q15 Amts. 1Q15 %’s(*) 1Q15 Amts. 1Q14 %’s(*) 1Q14 Residential – Spec $120.9 1.9% $126.1 1.9% $39.0 0.8% $34.0 0.8% Residential – Custom 97.1 1.4% 54.1 0.8% 36.0 0.8% 31.7 0.8% Residential – Condo 15.3 0.2% 7.1 0.1% 2.4 0.1% 3.3 0.1% Commercial Construct. 280.7 4.1% 364.6 5.6% 143.7 3.1% 96.5 2.3% Land Dev– Residential 88.3 1.3% 74.5 1.1% 64.3 1.4% 61.2 1.5% Land Dev – Commercial 160.0 2.3% 99.1 1.8% 37.9 0.8% 66.4 1.6% Land – Unimproved 1.8 0.0% 2.1 0.0% 1.1 0.0% 1.1 0.0% Total C&D $764.1 11.2% $727.6 11.3% $324.4 7.0% $294.2 7.0%

Balance Sheet

The C&I loan portfolio is highly diversified

21

NAICS Sector Description 1Q16 1Q15

Accommodation and Food Services 3.93% 4.40%

• Admin. and Support and Waste Mgmt & Remediation

2.57% 2.99% Agriculture, Forestry, Fishing and Hunting 0.16% 0.01% Arts, Entertainment, and Recreation 1.19% 1.10% Construction 4.42% 5.36% Consumer 6.83% 7.17% Educational Services 1.79% 1.98% Finance and Insurance 10.65% 8.57% Health Care and Social Assistance 14.40% 15.35% Information 2.09% 2.74% Management of Companies and Enterprises 0.14% 0.36% Manufacturing 7.67% 7.47% Mining, Quarrying, and Oil and Gas Extraction 0.02% 0.40% Other Services (except Public Administration) 2.10% 2.50% Professional, Scientific, and Technical Services 3.60% 4.38% Public Administration 3.27% 4.35% Real Estate and Rental and Leasing 11.09% 9.78% Retail Trade 7.88% 6.97% Transportation and Warehousing 7.63% 7.10% Utilities 0.06% 0.09% Wholesale Trade 8.53% 6.92%

Total C&I Portfolio 100.00% 100.00%

Balance Sheet

22

PNFP maintains limited dependence on non-relationship funding

3/31/2016 Percent 3/31/2015 Percent Core Funding: Non-interest bearing deposits 2,026,550 25.43% 1,424,971 26.16% Interest-bearing deposits 1,394,708 17.50% 1,054,373 19.35% Money Market accounts 2,573,981 32.30% 1,627,539 29.87% Time deposits less than $250,000 437,149 5.48% 305,752 5.61% Total Core Funding 6,432,388 80.71% 4,412,635 80.99% Relationship based non-core funding: Reciprocal NOW deposits 32,506 0.41% 11,527 0.21% Reciprocal MMDA deposits 384,382 4.82% 250,731 4.60% Time deposits Reciprocal time deposits 29,245 0.37% 43,224 0.79% Other time deposits 190,451 2.39% 71,193 1.31% Securities sold under agreements to repurchase 62,801 0.79% 68,053 1.25% Total relationship based non-core funding 699,385 8.78% 444,728 8.16% Wholesale funding: Time deposits greater than $250,000 Public funds

• 0.00%
• 0.00%

Brokered deposits 11,240 0.14%

• 0.00%

FHLB advances 616,290 7.73% 455,444 8.36% Federal funds purchased

• 0.00%
• 0.00%

Other borrowings 128,232 1.61% 53,057 0.98% Subordinated debt 82,476 1.03% 82,476 1.51% Total wholesale funding 838,238 10.51% 590,977 10.85% Total non-core funding 1,537,623 19.29% 1,035,705 19.01% Totals 7,970,011 100.00% 5,448,340 100.00%

Unfunded line commitments hold potential for significant loan growth

23

Note: Excludes HELOCS and credit cards

Balance Sheet

24

Balance Sheet

The securities book is maintained at a minimal level

Conservative bond portfolio

Balance Sheet

25

Portfolio: March 31, 2016

Total Investments $ 1.048 billion Unrealized Gain (Loss) $ 15.5 million QTD Purchases $ 101.9 million QTD Sales $ 0.0 million Duration Avg Yield – TE 1Q16 2.7% 2.6% 4Q15 3.0% 2.5% 3Q15 2.8% 2.6% 2Q15 2.9% 2.6% 1Q15 2.9% 2.8% 4Q14 2.8% 2.8% As of 3/31/2016 Book Yield Avg Life (yrs) Agency 2.42% 4.7 Asset Backed 1.78% 4.7 Corporates 4.00% 3.1 CMOs 1.62% 3.6 MBS 2.19% 4.3 Municipals 4.65% 3.4 Total 2.62% 4.2

• Investment portfolio at $1.048 billion, up $82

million vs Dec 2015

• Duration stable at low levels
• Investments to Total Assets of 11.3% as of 3/31

79% 21% Muni Allocation % General Obligation Bonds Revenue Bonds

The municipal portfolio contains minimal risk

Balance Sheet

26 Location # of Issuances Market Value % Tennessee 71 $40,642 20.6% Michigan 6 3,552 1.8% Illinois 19 14,980 7.6% Other – 30 states 189 138,092 70.0% Totals 285 $197,266 100.0% As of September 30, 2015 Municipal Bond Portfolio Statistics 1Q16 1Q15 Weighted Average Life 3.4 years 3.4 years Tax equivalent yield 4.65% 4.51% FMV as % of Cost 104.2% 105.1%

All municipals are “A” rated or better.

Supplemental Information

Asset Quality

27

28

Past due loans remain very low

Asset Quality

(*) > 30 days past due (**) includes purchase credit impaired loans

(000’s)

• Mar. 31,

2016 As a % of total loans

• Dec. 31,

2015 As a % of total loans

• Mar. 31,

2015 As a %

• f total

loans Past Due Loans (*) Nonaccrual loans** $9,592 0.14% $10,362 0.16% $ 3,394 0.07% Accruing loans 22,064 0.32% 19,977 0.31% 15,745 0.34% Total past due $31,656 0.46% $30,339 0.46% $19,139 0.41%

29

NPLs and loans >90 days past due & accruing remain very low

Asset Quality

(000’s) PNFP NPLs and >90 days

• Mar. 31,

2016 As a % of total loans

• Dec. 31,

2015 As a % of total loans

• Mar. 31,

2015 As a % of total loans

• Const. and land development

7,963 0.12% $7,608 0.12% $ 3,636 0.08% CRE – Owner Occupied 4,545 0.07% 5,103 0.08% 5,423 0.12% CRE – Investment 814 0.01% 718 0.01% 1,971 0.04% Total real estate 23,518 0.34% 24,170 0.37% 15,513 0.33% C&I 19,276 0.28% 1,683 0.03% 1,975 0.04% Total loans 47,080 0.69% $31,127 0.48% $18,524 0.40% NPLs Expressed as a % of Total Loans within each Category

30

Asset Quality

Classified assets remain low

(in thousands) Balances

• Mar. 31, 2016

Balances

• Dec. 31, 2015

Balances

• Sept. 30, 2015

Classified loans and ORE:

• Substandard commercial loans

$155,125 $116,088 $94,801

• Doubtful commercial loans
• 18
• Other impaired loans

17,639 19,402 22,490

• 90 days past due and accruing (*)

4,556 1,768 5,364

• Other real estate

4,687 5,083 4,773

• Other repossessed assets

651 1,906 1,022 Total $182,658 $144,265 $128,450 Pinnacle Bank classified asset ratio 24.2% 18.7% 17.1%

(*) Includes loans 90 days past due and accruing not included elsewhere

Income Statement Supplemental Information

31

32

Diversified fee structure

Income Statement

2015 Growth - 56.3% Source: Company information

Income Statement

Mortgage volumes remain strong

33

Income Statement

34 1Q16 4Q15 3Q15 2Q15 1Q15 Net interest income $73,902 $71,475 $62,059 $51,831 $51,269 Total non-interest income $25,856 $26,608 $21,410 $20,019 $18,493 Less: Securities (gains) losses

• 10
• (556)

(6) Non-interest income, excluding the impact of net gains (losses) on sale of investment securities $25,856 $26,618 $21,410 $19,463 $18,487 Total non-interest expense $54,064 $52,191 $45,107 $36,747 $36,831 Less: ORE expenses 112 99 (686) (115) 395 FHLB prepayment charges

• 479
• Merger related expenses

1,829 2,489 2,249 59

• Non-Interest expense, excluding ORE expense, FHLB

prepayment charged and merger related expenses $52,122 $49,603 $43,544 $36,324 $36,436 Adjusted pre-tax pre-provision income $47,636 $48,490 $39,925 $34,970 $33,320 Efficiency ratio** 52.2% 50.6% 52.2% 50.9% 52.2%

Reconciliation of Non-GAAP measures

**: Excluding ORE expense, FHLB prepayment charges, merger related expenses and securities gains and losses

Income Statement

35 1Q16 4Q15 3Q15 2Q15 1Q15 Total non-interest income $25,856 $26,608 $21,410 $20,019 $18,493 Less: Securities (gains) losses

• 10
• (556)

(6) Non-interest income, excluding the impact of net gains (losses) on sale of investment securities $25,856 $26,618 $21,410 $19,463 $18,487 Total non-interest expense $54,064 $52,191 $45,107 $36,747 $36,831 Less: ORE expenses 112 99 (686) (115) 395 FHLB prepayment charges

• 479
• Merger related expenses

1,829 2,489 2,249 59

• Non-Interest expense, excluding ORE expense, FHLB

prepayment charges and merger related expenses $52,122 $49,603 $43,544 $36,324 $36,436 Adjusted pre-tax pre-provision income $47,636 $48,490 $39,925 $34,970 $33,320 Total Assets (Quarterly Average)

$8,851,978 $8,565,341 $7,514,633 $6,319,712 $6,102,523

Noninterest income, excluding the impact of net gains (losses) on sale of investment securities/Average Assets 1.17% 1.23% 1.13% 1.24% 1.23% Non-interest expense, excluding ORE expense, FHLB prepayment charges and merger related expenses/ Average Assets 2.37% 2.30% 2.30% 2.31% 2.42%

Reconciliation of Non-GAAP measures

Income Statement

36 1Q16 4Q15 3Q15 2Q15 1Q15 Net income $27,965 $26,854 $24,149 $22,664 $21,843 Merger related expenses 1,829 2,489 2,249 59

• Tax effect on merger related expenses

(718) (977) (882) (23)

• Net income less merger related expenses

$29,076 $28,366 $25,516 $22,701 $21,843 Basic earnings per share $0.70 $0.67 $0.64 $0.65 $0.62 Adjustment to basic earnings per share due to merger related expenses 0.03 0.04 0.03

• Basic earnings per share excluding merger related expenses

$0.73 $0.71 $0.67 $0.65 $0.62 Diluted earnings per share $0.68 $0.65 $0.62 $0.64 $0.62 Adjustment to diluted earnings per share due to merger related expenses 0.03 0.04 0.04

• Diluted earnings per share excluding merger related

expenses $0.71 $0.69 $0.66 $0.64 $0.62

Reconciliation of Non-GAAP measures

Pinnacle Financial Partners Profile Supplemental Information

37

PNFP Profile

38

Headquarters: Nashville, TN Founded: 2000 Total assets: $ 9.262 Billion (3/31/16) Shareholders’ equity: $ 1.229 Billion (3/31/16) Offices: 29 in 8 Middle-TN counties 10 in 5 East-TN counties 5 in West-TN

• Avg. daily trading volume **: 238,007 shares

% Institutional ownership: 67.41% (3/31/16)

Recently completed acquisitions positioned firm in four great banking markets

**: 50 day average daily volume per NASDAQ.com PNFP CapitalMark Magna

PNFP Profile

39

Name Title Age Years in Banking Industry Years at Pinnacle

• M. Terry Turner

President and Chief Executive Officer 61 38 16 Robert A. McCabe, Jr. Chairman of the Board 65 40 15 Hugh M. Queener Chief Administrative Officer 60 41 16 Harold R. Carpenter, Jr. Chief Financial Officer 57 34 15

• J. Harvey White

Chief Credit Officer/ Knoxville Regional Executive 66 42 6 Joanne B. Jackson Manager, Client Services Group – Nashville 58 41 15

• D. Kim Jenny

Risk Management Officer 61 42 9 William S. Jones Rutherford County Area Executive 56 34 9*

• J. Edward White

Manager, Client Advisory Group – Nashville 63 42 15 Craig Holley Chattanooga Chairman 59 37 ** Kirk Bailey Memphis Chairman 60 36 **

* - Mr. Jones was an executive with Cavalry Bancorp which was acquired by Pinnacle in 2006. ** - Mr. Holley and Mr. Bailey both joined Pinnacle in 2015 following the acquisitions of CapitalMark Bank & Trust and Magna Bank, respectively.

PNFP has an extraordinarily experienced management team

PNFP Profile

• Pinnacle Financial Partners (PNFP)
• Bank of the Ozarks (OZRK)
• Brookline Bancorp, Inc. (BRKL)
• Columbia Banking System, Inc.

(COLB)

• CVB Financial Corp. (CVBF)
• Eagle Bancorp, Inc. (EGBN)
• FCB Financial Holdings, Inc. (FCB)
• First Financial Bancorp. (FFBC)
• First Midwest Bancorp (FMBI)
• Hilltop Holdings Inc. (HTH)
• Independent Bank Corp. (INDB)
• Legacy Texas Financial Group, Inc.

(LXTB)

• MB Financial (MBFI)
• National Penn Bancshares, Inc.

(NPBC)

• Renasant Corporation (RNST)
• South State Bank (SSB)
• Sterling Bancorp (STL)
• Trustmark Corporation (TRMK)
• Union First Market Bkshs Co (UBSH)
• United Bankshares, Inc. (UBSI)
• United Community Banks, Inc.

(UCBI)

• Western Alliance Bancorporation

(WAL)

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PNFP compares favorably to high performing peers

PNFP Profile

41 Nashville-Davidson-Rutherford MSA Knoxville MSA

Top 10 Market Share Rank Holding Company Market Share 6/30/15 Market Share 6/30/00 (1) % Change in Share Top 10 Market Share Rank Holding Company Market Share 6/30/15 Market Share 6/30/07 (1) Change in Share 4 Pinnacle Financial Partners 9.19% 1.74% 7.45% 6 Pinnacle Financial Partners 4.86% 0.03% 4.83% 1 Bank of America Corp 17.29% 14.59% 2.70% 8 Bank of America Corp. 3.26% 2.00% 1.26% 5 First Horizon National Corp. 6.23% 5.13% 1.10% 9 Clayton HC Inc. 2.06% 1.10% 0.96% 7 Wilson Bank Holding Co. 3.27% 2.34% 0.93% 5 BB&T Corp. 6.37% 6.19% 0.18% 10 Wells Fargo & Co. 2.70% 2.05% 0.65% 2 SunTrust Banks Inc. 16.28% 16.19% 0.09% 9 Fifth Third Bancorp 2.93% 2.29% 0.64% 10 Twin Cities Financial Services Inc. 1.76% 1.96% (0.20)% 8 Franklin Financial Network Inc. 3.11%

• 4

Home Federal Bank of TN 10.31% 10.87% (0.56)% 6 U.S. Bancorp 3.41% 7.35% (3.94)% 1 First Horizon 17.44% 19.11% (1.67)% 3 SunTrust Banks Inc. 12.31% 18.60% (6.29)% 7 United Community Banks Inc. 3.42% 5.30 (1.88)% 2 Regions Financial Corp. 14.25% 29.06% (14.81)% 3 Regions 14.69% 18.25 (3.56)% Other 25.31% 16.87% 8.44% Other 19.56% 19.03% 0.53% Total 100% 100% Total 100% 100%

PNFP has a track record for “best-in-market” share movement

Source: FDIC Summary of Deposits 2015; Amounts reflect aggregation of previously merged banks. (1): First year Pinnacle’s deposits were reflected in FDIC Summary of Deposits data. Market share at 6/30/00 for Nashville reflects impact of Cavalry Bancorp, Inc. which was acquired by Pinnacle in March of 2006.

PNFP Profile

42 Chattanooga TN-GA MSA Memphis, TN-MS-AR MSA

Top 10 Market Share Rank Holding Company Market Share 6/30/15 Market Share 6/30/14 % Change in Share Top 11 Market Share Rank Holding Company Market Share 6/30/15 Market Share 6/30/14 % Change in Share 6 Bank of America Corp. 3.75% 2.67% 40.45% 4 Bank of America Corp. 4.10% 3.45% 18.84% 4 Pinnacle Financial Partners 6.59% 6.01% 9.65% 3 SunTrust Banks Inc. 10.20% 8.77% 16.31% 9 BankCap Equity Fund LLC 3.50% 3.23% 8.36% 1 First Horizon National Corp. 29.87% 26.06% 14.62% 2 SunTrust Banks Inc. 19.42% 18.74% 3.63% 8 Landmark Community Bank 2.04% 1.87% 9.09% 10 Sequatchie Valley Bancshares Inc. 3.27% 3.27% 0.0% 6 Trustmark Corp. 2.85% 2.90% (1.72%) 5 First Volunteer Corp. 4.74% 4.89% (3.07%) 9 Metropolitan BancGroup Inc. 1.98% 2.09% (5.26%) 1 First Horizon National Corp. 23.46% 24.23% (3.18%) 11 Pinnacle Financial Partners 1.65% 1.77% (6.78%) 3 Regions Financial Corp. 13.13% 13.58% (3.31%) 7 Independent Holdings Inc. 2.83% 3.09% (8.41%) 7 SmartFinancial Inc. 3.68% 3.90% (5.64%) 2 Regions Financial Corp. 16.14% 18.36% (12.09%) 8 First South Bancorp Inc. 3.67% 4.32% (15.05%) 5 BancorpSouth Inc. 3.36% 3.90% (13.85%) Other 14.79% 15.15% (2.4%) 10 Wells Fargo & Co. 1.72% 2.01% (14.43%) Total 100% 100.% Other 23.25% 25.74% (9.67%) Total 100%

PNFP has a track record for “best-in-market” share movement

Source: FDIC Summary of Deposits 2015; Amounts reflect aggregation of previously merged banks.

(1): Market share at 6/30/14 for Chattanooga and Memphis reflects impact of the recently completed acquisitions of CapitalMark Bank & Trust and Magna Bank, respectively.

Economic & Market Conditions Supplemental Information

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PNFP operates in advantaged markets

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Source: SNL Financial Note: Deposit data is a 2016 ProForma Tennessee Market Demographics 2016 -2021E 2016 -2021E Top 20 MSAs Total Deposits ($Ms) Current Population (000s) Population Growth (%) Current Median HHI ($) Median HHI Growth (%) Nashville-Davidson-Murfreesboro-Franklin TN 48,022 1,840 6.87% 55,922 9.41% Memphis TN-MS-AR 27,064 1,347 2% 49,103 7.88% Knoxville TN 13,585 865 3.35% 47,037 7% Chattanooga TN-GA 8,947 550 3.70% 48,594 7.45% Kingsport-Bristol-Bristol TN-VA 4,404 308 1.15% 41,845 6.39% Clarksville TN-KY 3,356 284 5.62% 50,193 8.67% Johnson City TN 2,610 202 2.07% 38,455 2.09% Jackson TN 2,124 130 1.18% 42,483 5.37% Cookeville TN 2,115 108 2.82% 34,718 8.66% Sevierville TN 1,976 97 5.89% 44,098 4.66% Cleveland TN 1,674 121 4.23% 44,748 13.42% Tullahoma-Manchester TN 1,458 102 2.60% 42,097 5.95% Morristown TN 1,417 116 2.44% 42,092 5.85% Union City TN-KY 1,085 37

• 2.05%

37,825 1.55% Athens TN 918 53 2.12% 40,955 5.15% Crossville TN 915 59 4.18% 39,897 7.66% McMinnville TN 806 40 1.81% 37,017 10.19% Greeneville TN 736 68 0.74% 36,872 5.81% Dyersburg TN 648 38 0.13% 43,718 10.99% Shelbyville TN 620 47 4.96% 43,522 5.77% Tennessee 128,539 6,624 3.82% 46,781 7.13% United States 9,228,740 322,431 3.69% 55,551 7.77%

PNFP operates in advantaged markets

45 TENNESSEE

• Tennessee was ranked the No. 1 state to be a taxpayer in the “2015 Best States to be

WalletHub a Taxpayer” study. In the same study, Tennessee ranked No. 4 state to be a taxpayer in the nation, when adjusted for cost of living index.

• Tennessee’s Davidson and Williamson Counties are among national leaders for job growth;

Wall Street Journal Williamson led the country in job growth, with employment growing 6.5 percent

• Nissan’s automotive plant in Tennessee is named the most productive auto assembly plant in

TN Department of Economic & Community North America. The Smyrna plant produced 633,347 vehicles in 2015. Development

NASHVILLE

Nashville has achieved “it city” status, landing on several major national publications’ lists of hot spots. Nashville’s diverse economy, thriving cultural base and strong business community are major attractions for corporations. The accolades continued in the first quarter of 2016:

• Nashville MSA places fifth for growth and 10th for prosperity among the 100 largest U.S. metros

Brookings Institution

• ver the last five years
• Nashville Area Chamber of Commerce was named to the list of the top economic development

Global Trade Magazine corporations in the nation

• Nashville ranked No. 1 “Best City for Women-Owned Businesses” in the nation

WalletHub

• Nashville ranked No. 22 in “100 Best Places to Live” based on quality of life and the job market

U.S. News in each city, as well as the value of living there and people’s desire to live there

KNOXVILLE

Knoxville also enjoys a very healthy and diverse economy with an excellent transportation and technology infrastructure. The Knoxville metropolitan area was the third fastest MSA in the country to fully recover from jobs lost in the 2007-2010 recession and currently enjoys the lowest unemployment rate of Tennessee’s metro areas. Good news in the first quarter of 2016 includes:

• Knox County’s growth rate is outpacing the overall growth rate of Tennessee

U.S. Census Bureau

• Knoxville named 15th “Best City for Women-Owned Businesses” in the nation

WalletHub

PNFP operates in advantaged markets

46 MEMPHIS

Memphis offers a diverse, metropolitan workforce. Over the past three decades, the presence of companies like FedEx and the region’s superior distribution infrastructure have earned Memphis the title, “America’s Distribution Center.”

• Memphis ranks No. 4 for “Best Places for Women-Owned Businesses”

WalletHub

• Memphis ranks 4th for Overall New-Business Friendliness out of 100 metros

WalletHub

CHATTANOOGA

Chattanooga is Tennessee’s fourth-largest MSA as measured by both population and deposits. National publications have declared Chattanooga a tech hub and manufacturing magnet. Economic drivers include:

• Chattanooga’s cost of living is 12.20 percent lower than the U.S. average

Sperling’s Best Places

• Chattanooga ranked as the second-best metro area for “Best Places for Women-Owned Businesses”

WalletHub

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PNFP operates in advantaged markets

Job growth occurring in all four markets

Source: BERC – Middle Tennessee State University & Bureau of Labor Statistics, Greater Nashville Area Realtors

650,000 700,000 750,000 800,000 850,000 900,000 950,000 Nashville MSA Nonfarm Payrolls- SA (thru January 2016) 210,000 215,000 220,000 225,000 230,000 235,000 240,000 245,000 250,000 255,000 Chattanooga MSA Nonfarm Payrolls- SA (thru January 2016) 560,000 570,000 580,000 590,000 600,000 610,000 620,000 630,000 640,000 650,000 Memphis MSA Nonfarm Payrolls- SA (thru January 2016) 330,000 340,000 350,000 360,000 370,000 380,000 390,000 400,000 Knoxville MSA Nonfarm Payrolls- SA (thru January 2016)

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PNFP operates in advantaged markets

Rapid job growth leads to rapid real estate absorption

Source: BERC – Middle Tennessee State University & Bureau of Labor Statistics, GNAR, GCAR, MAAR, and KAAR

Home Sales

Nashville Knoxville** Memphis** Chattanooga 1Q16 % Change from PY 1Q16 % Change from PY 1Q16 % Change from PY 1Q16 % Change from PY

• Avg. Qtrly. Median

Home Price $235.0 11.1% $157.0 6.4% $103.4 (5.6%) $148.3 6.3% Quarterly Closings 7,046 1.8% 1,858 21.8% 1,996 1.5% 1,977 9.5% Quarter end Inventory 7,059 (7.4%) 7,369 (9.5%) 5,474 (8.0%) 3,559 (18.8%) Months of Inventory* 2.78 (14.2%) 7.45 (26.9%) 5.26 (17.3%) 4.46 (24.7%)

*: Calculated as quarter end inventory divided by monthly closings **: Comparison of February 2016 to February 2015 due to March 2016 information not being available 0.00 2.00 4.00 6.00 8.00 10.00 12.00

Unemployment Rates Seasonally Adjusted (thru Feb 2016)

Nashville Knoxville Chattanooga Memphis US

Nashville’s commercial vacancy rates indicate a healthy market

PNFP Operates in Advantaged Markets

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Source: Costar **: prior year comparable not available

CRE Vacancy Rates Nashville Knoxville Chattanooga Memphis National 4Q15 % Change from PY 4Q15 % Change from PY 4Q15 % Change from PY 4Q15 % Change from PY 4Q15 % Change from PY Industrial / Warehouse 5.90% (15.7%) 5.20% (42.2%) 12.10% (0.8%) 9.60% (18.6%) 6.10% 6.9% Multifamily 3.50% (10.7%) 4.50% (11.8%) 5.70% (9.5%) 8.00% (7.0%) 3.70% ** Retail 5.20% (18.8%) 6.00% (13.0%) 6.20% (15.1%) 8.40% (3.5%) 5.60% 6.1% Office 5.30% (20.9%) 7.90% (4.8%) 10.30% 13.2% 11.30% (5.0%) 10.40% 10.9%

First Quarter 2016 Investor Call

• M. Terry Turner, President and CEO

Harold R. Carpenter, EVP and CFO April 19, 2016