Investor Call FOURTH QUARTER 2018 JANUARY 16, 2019 Time: 8:30 AM - - PowerPoint PPT Presentation

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Investor Call FOURTH QUARTER 2018 JANUARY 16, 2019 Time: 8:30 AM - - PowerPoint PPT Presentation

Investor Call FOURTH QUARTER 2018 JANUARY 16, 2019 Time: 8:30 AM CST Webcast: www.pnfp.com (investor relations) Audio only: 877-602-7944 M. TERRY TURNER, PRESIDENT AND CEO HAROLD R. CARPENTER, EVP AND CFO Safe Harbor Statements Forward


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SLIDE 1

Investor Call

FOURTH QUARTER 2018

  • M. TERRY TURNER, PRESIDENT AND CEO

HAROLD R. CARPENTER, EVP AND CFO

JANUARY 16, 2019

Time: 8:30 AM CST Webcast: www.pnfp.com (investor relations) Audio only: 877-602-7944

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SLIDE 2

Safe Harbor Statements

Forward Looking Statements

All statements, other than statements of historical fact, included in this presentation, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The words "expect," "anticipate," "intend," "may," "should," "plan," "believe," "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 statements. These forward- looking statements are subject to known and unknown risks, uncertainties and other factors that could cause the actual results to differ materially from the statements, including, but not limited to: (i) deterioration in the financial condition of borrowers resulting in significant increases in loan losses and provisions for those losses; (ii) the ability to grow and retain low-cost core deposits and retain large, uninsured deposits; (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) the impact of competition with other financial institutions, including pricing pressures and the resulting impact

  • n Pinnacle Financial’s results, including as a result of compression to net interest margin; (vii) greater than anticipated adverse conditions in the national or local economies including in Pinnacle

Financial's markets throughout Tennessee, North Carolina, South Carolina and Virginia, particularly in commercial and residential real estate markets; (viii) fluctuations or unanticipated changes in interest rates on loans or deposits or that affect the yield curve; (ix) the results of regulatory examinations; (x) a merger or acquisition; (xi) risks of expansion into new geographic or product markets; (xii) any matter that would cause Pinnacle Financial to conclude that there was impairment of any asset, including intangible assets; (xiii) reduced ability to attract additional financial advisors (or failure of such advisors to cause their clients to switch to Pinnacle Bank), to retain financial advisors (including as a result of the competitive environment for associates) or otherwise to attract customers from

  • ther financial institutions; (xiv) further deterioration in the valuation of other real estate owned and increased expenses associated therewith; (xv) inability to comply with regulatory capital

requirements, including those resulting from changes to capital calculation methodologies, required capital maintenance levels or regulatory requests or directives, particularly if Pinnacle Financial's level

  • f applicable commercial real estate loans were to exceed percentage levels of total capital in guidelines recommended by its regulators; (xvi) approval of the declaration of any dividend by Pinnacle

Financial's board of directors; (xvii) the vulnerability of Pinnacle Bank's network and online banking portals, and the systems of parties with whom Pinnacle Financial contracts, to unauthorized access, computer viruses, phishing schemes, spam attacks, human error, natural disasters, power loss and other security breaches; (xviii) the possibility of increased compliance and operational costs as a result

  • f increased regulatory oversight, including oversight of companies in which Pinnacle Financial or Pinnacle Bank have significant investments, like BHG, and the development of additional banking

products for Pinnacle Bank's corporate and consumer clients; (xix) the risks associated with Pinnacle Financial and Pinnacle Bank being a minority investor in BHG, including the risk that the owners of a majority of the equity interests in BHG decide to sell the company if not prohibited from doing so by Pinnacle Financial or Pinnacle Bank; (xx) changes in state and federal legislation, regulations or policies applicable to banks and other financial service providers, like BHG, including regulatory or legislative developments; (xxi) risk associated with the ongoing shutdown of the United States federal government, including the adverse effects on the national or local economies and adverse effects resulting from the shutdown of the U.S. Small Business Administration’s SBA loan program; (xxii) the availability of and access to capital; (xxiii) adverse results (including costs, fines, reputational harm, inability to obtain necessary approvals and/or other negative effects) from current or future litigation, regulatory examinations or other legal and/or regulatory actions; and (xxiv) general competitive, economic, political and market conditions. Additional factors which could affect the forward looking statements can be found in Pinnacle Financial's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K filed with the SEC and available on the SEC's website at http://www.sec.gov. Pinnacle Financial disclaims any obligation to update or revise any forward-looking statements contained in this presentation, which speak only as of the date hereof, whether as a result of new information, future events or otherwise.

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SLIDE 3

Safe Harbor Statements

Non-GAAP Financial Matters

This presentation contains certain non-GAAP financial measures, including, without limitation, earnings per diluted share, efficiency ratio, revenues per share, the ratio of noninterest income to average assets and the ratio of noninterest expense to average assets, excluding in certain instances the impact of expenses related to other real estate owned, gains or losses on sale of investments, the revaluation of Pinnacle Financial’s deferred tax assets and other matters for the accounting periods presented. This presentation also includes non-GAAP financial measures which exclude expenses associated with Pinnacle Financial’s and Pinnacle Bank's recent mergers. This presentation may also contain certain other non-GAAP capital ratios and performance measures that exclude the impact of goodwill and core deposit intangibles associated with Pinnacle Financial's acquisitions of BNC, Avenue Bank, Magna Bank, CapitalMark Bank & Trust, Mid-America Bancshares, Inc., Cavalry Bancorp, Inc. and other acquisitions which collectively are less material to the non-GAAP measure. The presentation of the non-GAAP financial information is not intended to be considered in isolation or as a substitute for any measure prepared in accordance with GAAP. Because non-GAAP financial measures presented in this presentation are not measurements determined in accordance with GAAP and are susceptible to varying calculations, these non-GAAP financial measures, as presented, may not be comparable to other similarly titled measures presented by other companies. Pinnacle Financial believes that these non-GAAP financial measures facilitate making period-to-period comparisons and are meaningful indications of its operating performance. In addition, because intangible assets such as goodwill and the core deposit intangible, and the other items excluded each vary extensively from company to company, Pinnacle Financial believes that the presentation of this information allows investors to more easily compare Pinnacle Financial's results to the results of other companies. Pinnacle Financial's management utilizes this non-GAAP financial information to compare Pinnacle Financial's operating performance for 2018 versus certain periods in 2017 and to internally prepared projections.

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SLIDE 4

4Q18 Summary Results of Key GAAP Measures

Total Revenues FD EPS ROTCE NPA/ Loans & OREO Classified Asset Ratio NCOs Total Deposits

(millions)

Book Value per Share Total Loans

(millions)

4

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SLIDE 5

0.08% 0.23% 0.21% 0.13% 0.11%

NCOs

18.1% 18.7% 16.4% 12.9% 12.4%

Classified Asset Ratio

0.62% 0.55% 0.40% 0.55% 0.58%

NPA/ Loans & OREO

4Q18 Summary Results of Key Non-GAAP Measures

$0.53 $0.69 $0.83 $0.97 $1.25

FD EPS*

CAGR 21.6%

$4,590 $6,543 $8,450 $15,633 $17,708

Total Loans

(millions) CAGR 33.5%

$15.60 $17.46 $20.06 $23.71 $27.27

Tangible Book Value per Share**

CAGR 14.4%

$64,697 $98,083 $120,156 $219,484 $249,780

Total Revenues*

CAGR 33.4%

$4,381 $6,333 $7,835 $14,838 $16,489

Total Core Deposits

(millions) CAGR 32.2%

13.52% 15.81% 16.34% 16.11% 18.46%

ROTCE*

CAGR 6.5%

5

*: excluding merger-related charges, gains and losses on sales of investment securities and revaluation of deferred tax assets **: excluding goodwill, core deposit and other intangible assets Note: For a reconciliation of these Non-GAAP financial measures to the comparable GAAP measures, see slides 45-48.

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SLIDE 6

Today’s Agenda

  • 1. Review 4Q18 financial performance
  • 2. Put 2018 in perspective
  • 3. Provide outlook for 2019

6

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SLIDE 7

PNFP Primarily Focuses on Top and Bottom Line Growth

Strong growth continues in 4Q18 for both total revenues and revenues per share*

*: Excluding gains and losses on sales of investment securities. For a reconciliation of these Non-GAAP financial measures to the comparable GAAP measures, see slides 45-48.

$1.68 $3.22 $1.00 $1.50 $2.00 $2.50 $3.00 $3.50 $- $50 $100 $150 $200 $250

Revenue per share* Total Revenues*(millions)

Total Revenues* Total revenue per share*

CAGR REVENUE PER SHARE 13.9%

7

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SLIDE 8

PNFP Primarily Focuses on Top and Bottom Line Growth

PNFP continues to grow revenue/share at a double-digit pace and faster than peers

Note: See slide 49 for peer group utilized in the above analysis. Source: S&P Global $10.19 $10.28 $10.58 $10.85 $11.14 $11.42 $11.73 $12.10 12.9% 7.4% 6.0% 6.4% 9.3% 11.2% 10.9% 11.6% 3.8% 3.8% 4.1% 3.9% 5.9% 5.2% 6.6% 0.0% 5.0% 10.0% 15.0% 20.0% $8.50 $9.50 $10.50 $11.50 $12.50 1Q17 2Q17 3Q17 4Q17 1Q18 2Q18 3Q18 4Q18

Y/Y Revenue per Share Growth Revenue per Share

LTM Revenue Per Share Growth vs. Peers

PNFP Revenue/Share PNFP Y/Y Growth Peer Y/Y Growth

BNCN Deal Closed BNCN Deal Announced System Conversion

8

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SLIDE 9

Loan & Deposit Growth are Keys to Top and Bottom Line Growth

Loan growth remains strong as yields increase

$4,130 $4,251 $4,358 $4,436 $4,625 $4,737 $5,690 $6,458 $6,742 $6,998 $8,233 $8,357 $8,558 $9,817 $15,017 $15,520 $15,957 $16,730 $17,259 $17,630

4.30% 5.22% 3.00% 3.25% 3.50% 3.75% 4.00% 4.25% 4.50% 4.75% 5.00% 5.25% $- $2,000 $4,000 $6,000 $8,000 $10,000 $12,000 $14,000 $16,000 $18,000

Loan Yields Average Loans

(millions) CPMK / Magna AVNU BNCN

9 14.2% 14.6% 18.7% 13.3% 12.5% 11.5% 0.0% 4.0% 8.0% 12.0% 16.0% 20.0%

Annual Organic Loan Growth

(excludes Day 1 merger impact)

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SLIDE 10

Loan & Deposit Growth are Keys to Top and Bottom Line Growth

PNFP’s loan growth continues to significantly outperform peers

Note: See slide 49 for peer group utilized in the above analysis. Source: S&P Global 10

20.06% 11.70% 17.16% 16.29% 11.53% 9.99% 9.75% 24.34% 14.13% 9.80% 17.32% 17.70% 8.15% 5.53% 8.38% 10.71% 5.56% 11.34% 4.84% 7.68% 6.42% 10.74% 5.51% 5.55% 4.04% 6.20%

3.15%

0% 5% 10% 15% 20% 25% 30% 2015Q3 2015Q4 2016Q1 2016Q2 2016Q3 2016Q4 2017Q1 2017Q2 2017Q3 2017Q4 2018Q1 2018Q2 2018Q3 2018Q4

Quarterly Loan Growth % - Annualized PNFP Annualized Loan Growth Median Annualized Loan Growth

N/A

13.4% 7.4% 0.0% 2.0% 4.0% 6.0% 8.0% 10.0% 12.0% 14.0% 3Q 2017 4Q 2017 1Q 2018 2Q 2018 3Q 2018 4Q 2018 $130.0 $140.0 $150.0 $160.0 $170.0 $180.0 $190.0 $200.0

Accretion/ Net Interest Income Net Interest Income (millions)

Purchase Accounting Accretion Net Interest Income Excluding Purchase Accounting Accretion Income to Net Interest income

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SLIDE 11

Net Interest Margin Influences Top and Bottom Line Growth

PNFP continues to transition to more variable rate assets

34.1% 20.0% 3.3% 4.3% 38.2%

All Loans

LIBOR Prime Treasury bill Fixed < 1 yr Fixed > 1 yr

Rate Index Weighted Average Coupon (*) New Loans Weighted Average Coupon (*)

  • Dec. 31, 2017
  • Dec. 31, 2018

Net change 1Q18 2Q18 3Q18 4Q18 LIBOR 3.82% 4.79% 0.97% 4.38% 4.58% 4.33% 4.99% Prime 4.75% 5.70% 0.95% 5.48% 5.49% 5.74% 5.95%

Fed funds 1.50% 2.50% 1.00% 1.75% 2.00% 2.25% 2.50%

Fixed rate 4.42% 4.61% 0.19% 4.75% 4.72% 4.91% 4.78%

5-Year Treasury 2.21% 2.51% 0.30% 2.53% 2.76% 2.81% 2.88%

(*) Weighted Average EOP Coupon Trends – excludes impact of PAA and impact from early payoffs which result in immediate recognition of deferred fees and prepayment penalties and increase actual yields. Pie charts reflect impact of balance sheet hedges in effect at YE 2018.

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At December 31, 2018 (*)

42.5% 23.1% 1.3% 0.0% 33.1%

C&I

34.2% 6.5% 2.8% 56.5%

CRE

43.6% 31.1% 0.9% 24.5%

Construction

At YE 2017, fixed rate = 62% of CRE Segment 35% Target by Mid-2019

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SLIDE 12

2.50% 0.23% 1.08%

  • 0.25%

0.25% 0.75% 1.25% 1.75% 2.25% 2.75% $- $2,000 $4,000 $6,000 $8,000 $10,000 $12,000 $14,000 $16,000 $18,000 $20,000

  • Avg. Deposits

EOP FFS Target Cost of Deposits

Loan & Deposit Growth are Keys to Top and Bottom Line Growth

Average deposit balances grew at a double-digit pace in 2018

Deposit Rate Tranches

  • Dec. 31, 2018

% of Totals

  • Dec. 31, 2018

Rate

  • Sept. 30, 2018

Rate Noninterest bearing 22.9%

  • Rate sheet

15.7% 0.21% 0.29% Negotiated with client 33.5% 1.57% 1.43% Indexed 9.4% 2.46% 2.17% CDs 18.5% 2.04% 1.83%

12 16.3% 11.8% 16.9% 14.6% 15.7% 16.3% 0.0% 4.0% 8.0% 12.0% 16.0% 20.0% 2015 2016 2017 2018 Total 2018 TN 2018 CA/VA

Annual Organic Deposit Growth

(excludes Day 1 merger impact)

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SLIDE 13

Loan & Deposit Growth are Keys to Top and Bottom Line Growth

PNFP funded loan growth with core deposits in 4Q18; L/D ratio approximates peer median

Note: See slide 49 for peer group utilized in the above analysis. Source: S&P Global

15.5% 22.5% 6.2% 12.0% 22.5% 4.1% 23.8% 11.6% 0.8% 16.8% 1.2% 32.8% 12.3% 9.5% 7.02% 8.17% 6.70% 2.16% 13.51% 5.75% 5.12% 5.07% 5.12% 8.58% 2.59% 1.42% 3.28% 75.00% 80.00% 85.00% 90.00% 95.00% 100.00% 105.00% 110.00% 0.00% 5.00% 10.00% 15.00% 20.00% 25.00% 30.00% 35.00% 2015Q3 2015Q4 2016Q1 2016Q2 2016Q3 2016Q4 2017Q1 2017Q2 2017Q3 2017Q4 2018Q1 2018Q2 2018Q3 2018Q4

Loan/Deposit Ratio Quarterly EOP Deposit Growth % - Annualized

PNFP Annualized Deposit Growth Peer Median Annualized Deposit Growth PNFP Loan/Deposit Ratio Peer Median Loan/Deposit Ratio

EOP core deposits increased 10.2% annualized in 4Q18 13

N/A

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SLIDE 14
  • 500,000

1,000,000 1,500,000 2,000,000 2,500,000 3,000,000 Residential Construction Other construction and land development Multifamily Non OOCRE Less than 10 million 10-15 million 15-20 million >20 million

Real Estate Portfolio Concentrations aggregated by real estate category and common borrower

  • Multifamily, CRE Investment and Construction

14

Granularity of Real Estate Portfolio Largest CRE Projects by Category

Top 10 Projects Aggregated Exposure Top 10 Projects/ Total Category Largest Projects in Category Average of Pro Forma LTV Average of Pro Forma LTC Average of Pro Forma DSC Construction Portfolio Hotel / Motel 180,581 $ 18% 26,460 $ 63.0% 67.1% 162.9% Medical 177,028 23% 36,342 $ 71.3% 76.7% 139.0% Multifamily 323,685 22% 43,304 $ 59.0% 69.6% 129.9% Professional Office 198,897 15% 55,000 $ 61.1% 69.4% 144.0% Retail 127,799 7% 21,225 $ 68.5% 77.1% 126.6% Storage / Warehouse 242,974 19% 49,696 $ 59.3% 66.5% 124.4% Existing NOO Properties Hotel / Motel 217,583 $ 29% 33,009 $ 61.4% 68.3% 179.5% Medical 124,109 43% 23,321 $ 64.9% 70.1% 135.8% Multifamily 229,829 32% 33,220 $ 63.9% 73.3% 126.9% Professional Office 225,612 30% 37,800 $ 59.3% 68.5% 148.3% Retail 175,682 14% 25,000 $ 59.3% 60.9% 140.2% Storage / Warehouse 155,636 24% 23,272 $ 58.2% 65.1% 140.6% Grand Total 2,379,414 $ 62.5% 69.6% 141.1%

PNFP CRE Portfolio Includes Healthy Diversification

Diversified borrower and projects exist within real estate portfolio

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SLIDE 15

$2,000 $4,000 $6,000 $8,000

Other Income* (BOLI, Equity Investments, etc.)

Yr/Yr Growth 87%

Fee Income Growth Supports Ongoing Top and Bottom Line Growth

Fees/ Avg. Assets accelerated throughout 2018 and peaked in 4Q18

$5,000 $10,000 $15,000 $20,000

Income from Equity Method Investment

(BHG)

Yr/Yr Growth 44%

$8,000 $10,000 $12,000

Wealth Management Fees

(Investment, Trust, Insurance)

Yr/Yr Growth 22%

$10,000 $12,000 $14,000 $16,000 $18,000 $20,000

Deposit-Related Fees (Service Charges, Interchange)

$- $2,000 $4,000 $6,000 $8,000

Lending-Related Fees (Mortgage, Swaps, SBA)

Yr/Yr Growth 28% 0.60% 0.65% 0.70% 0.75% 0.80% 0.85% 0.90% 0.95% 1.00% 3Q17 4Q17 1Q18 2Q18 3Q18 4Q18 Fees / Avg Assets GAAP Fees / Avg Assets Adjusted*

*: Excluding gains and losses on sales of investment securities. For a reconciliation of these Non-GAAP financial measures to the comparable GAAP measures, see slide 45-48.

Yr/Yr Growth 23%

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SLIDE 16

16 $390.8 $181.5 $408.4 $192.8 $412.8 $192.1 $419.9 $193.4 $424.8 $200.9 $431.4 $205.2 $0.0 $100.0 $200.0 $300.0 $400.0 $500.0 Annualized REV* / Associate Annualized EXP** / Associate (in millions)

3Q17 to 4Q18

(increase of $40,600/ associate)

3Q17 to 4Q18

(increase of $23,700/ associate) 80% 85% 90% 95% 100% 3Q17 4Q17 1Q18 2Q18 3Q18 4Q18

Employee Retention^

Retention % 1.00% 1.25% 1.50% 1.75% 2.00% 2.25% 3Q17 4Q17 1Q18 2Q18 3Q18 4Q18

Expenses / Avg Assets GAAP Expenses / Avg Assets Adjusted**

*: Excluding gains and losses on sales of investment securities. For a reconciliation of these Non-GAAP financial measures to the comparable GAAP measures, see slide 45-48. **: Excluding the impact of ORE expense and income and merger-related charges. For a reconciliation of these Non-GAAP financial measures to the comparable GAAP measures, see slide 45-48. ^: Associate retention rate is computed by dividing the number of associates employed at quarter end less the number of associates that have resigned in the last 12 months by the number of associates employed at quarter

  • end. Associate retention rate does not include associates at acquired institutions displaced by merger.

Expense are Leveraged to Produce Top and Bottom Line Growth

Leveraging our associate base is the key to efficiency

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SLIDE 17

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PNFP is Tightly Focused on EPS Growth

PNFP recognizes the value proposition of our current share price

  • Announced $100 million share repurchase program on Nov. 13, 2018
  • Announcement contemplated a buy-back strategy evenly over the life of the

approved plan thru Dec. 31, 2019

  • Purchased just over 405,000 shares at a cost of $20.7 million
  • Impact to 4Q EPS was minimal
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SLIDE 18

2018 In Review

“My centre is giving way, my right is retreating, situation excellent, I am attacking.”

18

Ferdinand Jean Marie Foch Supreme Allied Commander (WWI)

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SLIDE 19

32.8% 6.7%

  • 30.5%
  • 30.0%

31.1% 5.7%

  • 26.3%
  • 21.7%
  • 40.0%
  • 30.0%
  • 20.0%
  • 10.0%

0.0% 10.0% 20.0% 30.0% 40.0%

2018 FDEPS growth 2019 Consensus FDEPS growth 2018 Market Price Change 2018 Net change in P:TBV ratio

PNFP Peer Median 19

10.0x 12.0x 14.0x 16.0x 18.0x 20.0x 22.0x 24.0x Price/Earnings (LTM Core EPS)

PNFP P/E Peer Median P/E

5Y Avg PNFP P/E (18.5x)

2018 share price depreciation has been dramatic even though 2018 earnings were strong while 2019 consensus estimates show modest growth and appear to promote unique opportunity for investors

2018 was Disastrous for SMID Cap Bank Stocks

PNFP contracted more than peers

Current PNFP P/E (11.2x)

Absolute: 61% of 5Y avg Relative: 11% below 5Y avg of 111%

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SLIDE 20

Carolinas and Virginia – Key Measures of Success YTD 2018

  • 1. High-growth CRE and

construction practice 10.6%

  • 2. Accelerated C&I and

O/O CRE loan growth 26.9%

  • 3. Core deposit growth

13.8%

Planned Planned-to-date Actual-to-date Planned Planned-to-date Actual-to-date

Plan: Continue High Growth CRE and Bolt-on C&I Franchise Execution: Lever PNFP’s Ongoing Recruitment Competence as the Cornerstone for Success Result: Continued High Growth in CRE, accelerated C&I with Strong Core Deposit Growth 20

Investors Generally Punished Acquirers in 2018

PNFP engaged BNC associates, exceeded its hiring plan and transformed the growth model

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SLIDE 21
  • 0.10%
  • 0.05%

0.00% 0.05% 0.10% 0.15% 0.20% 0.25%

2013Y 2014Y 2015Y 2016Y 2017Y 2018Y

Net Charge-offs to Average Real Estate Loans

Pinnacle Peer Median

Source: S&P Global See slide 49 for peer group

297% 278%

250% 270% 290% 310% 330% 4Q17 1Q18 2Q18 3Q18 4Q18

CRE 300

89% 85%

75% 80% 85% 90% 95% 100% 4Q17 1Q18 2Q18 3Q18 4Q18

AD&D 100

21

CRE Concentrations were a Concern for Investors throughout 2018

As planned, PNFP reduced it’s CRE concentration while delivering asset quality and double-digit loan growth

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SLIDE 22

Many questioned PNFP’s ability to gather core funding at a reasonable price to fund loan growth. PNFP’s “client-centric” model delivered above average growth in net interest income per share, indicating that an above average deposit cost beta does not negate a disciplined growth strategy.

Peer Median PNFP

0.05% 0.15% 0.25% 0.35% 0.45% 0.55% 0.0% 2.0% 4.0% 6.0% 8.0% 10.0% 12.0% 14.0% 16.0% 18.0% 20.0%

Cost of Total Deposits - Y/Y Change NII Per Share - Y/Y Change

NII Per Share Growth vs. Deposit Cost Increase (2018)

Source: S&P Global Peer data represents annualized 9/30 YTD financials Peer Median PNFP

15.0% 25.0% 35.0% 45.0% 55.0% 65.0% 0.0% 2.0% 4.0% 6.0% 8.0% 10.0% 12.0% 14.0% 16.0% 18.0% 20.0%

Deposit Beta: Chg in COD / Change in EFFR NII Per Share - Y/Y Change

NII Per Share Growth vs. Deposit Cost Beta (2018)

PNFP Peer vs. Key Growth and Funding Stats 2018 Median Peers Total Loans 13% 6% 220% Core Deposits 11% 4% 248% Core Dep. Growth/Loan Growth 80% 74% 108% Increase in Cost of Deposits 0.40% 0.27% 151% Deposit Cost Beta 49% 34% 143% NII Per Share 12.6% 8.2% 153%

22

Deposit Betas & Funding Loan Growth were Much Discussed Investor Concerns in 2018

PNFP relied on gathering new associates and clients to deliver outsized growth in NII

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SLIDE 23

PINNACLE TARGETED OPERATING RANGE 4Q18 ACTUALS 2018 ACTUALS Return on Average Assets 1.50% to 1.70% 1.54% 1.53% Net Interest Margin 3.55% to 3.75% 3.63% 3.68% Noninterest Income to

  • Avg. Assets

0.80% to 1.00% 0.92% 0.85% Noninterest Expense to

  • Avg. Assets

1.80% to 2.00% 1.92% 1.92% Net Charge-off Ratio 0.15% to 0.25% 0.11% 0.10%

$4.64 $4.74 $4.70

$4.60 $4.65 $4.70 $4.75 $4.80

2018 Results

23 PNFP GAAP EPS PNFP Adjusted EPS

Expectations for SMID Cap Bank Stocks Got Worse throughout 2018

PNFP continued to hit long established profitability targets and “original” consensus estimates

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SLIDE 24

24

Bank #3 Bank #4 Pinnacle Bank #1 Bank #2 0% 5% 10% 15% 20% 25% 30% 30% 40% 50% 60% 70% 80% 90% Customer Penetration (%) Overall Satisfaction - Excellent (%)

  • Note: Cross-hairs are set at the mean for market penetration (Y-axis) and

excellent client satisfaction (X-axis).

  • Question: Using a 5-point scale, from "1" poor to "5" excellent, how do you rate

your overall satisfaction with the bank? Which other banks, non-banks, credit unions, or financial institutions does your company currently use for any product?

  • Source: 2018 Greenwich Associates Market Tracking Program (Pinnacle Financial -

Nashville - $1-500MM - Q3 2018 Rolling Four Quarters).

Best in Class/ Closest Competitor Client Score Change*** Score Q3 ’17 R4Q Q3 ’18 R4Q Q3 ’18 R4Q Q3 ’18 R4Q Overall Satisfaction

81% 88%

(+)

82%

Ease of Doing Business

83% 93%

(+)

81%

Values Long-Term Relationships

85% 97%

(+)

81%

Likely to Recommend

86% 92%

(+)

80%

Relationship Manager Overall Satisfaction with Relationship Manager

95% 96%

(+)

87%

Responsiveness and Prompt Follow-up on Requests

94% 97%

(+)

87%

Knowledge of Cash Management Services

86% 98%

(+)

87%

Provides Advice to Help Business Grow

74% 85%

(+)

65%

Effectively Coordinates Product Specialists

73% 87%

(+)

83%

Frequency of Visits

59% 77%

(+)

80%

Understanding of Your Industry

64% 76%

(+)

81%

Overall Satisfaction - Branch Service

83% 99%

(+)

81%

Cash Management Overall Product Capability

71% 79%

(+)

85%

Accuracy of Operations

80% 90%

(+)

85%

Customer Service Professional

91% 90%

(-)

79%

Balance Sheet Growth Slowed for the Industry in 2018

PNFP leveraged a differentiated franchise to take market share

  • *% Excellent Citations are a "5" on a 5-point scale from "5" excellent to "1" poor. **Net

Promoter Score equals Promoters minus Detractors. Evaluations are based on a 0-10 scale, "0" not at all likely to "10" extremely likely. Promoter = 9,10; Passive = 7,8; Detractor = 0-6. ***+/- indicates increase or decrease of 2 or more from the previous period.

  • Note: Best in Class is based on the top 5 banks in lead relationship share.
  • Source: 2018 Greenwich Associates Market Tracking Program (Pinnacle Financial - Nashville - $1-

500MM - Q3 2018 Rolling Four Quarters).

slide-25
SLIDE 25
  • No. 22 100 Best Companies to Work For, FORTUNE
  • No. 40 Best Workplaces for Parents, FORTUNE
  • No. 3 Best Workplaces in Financial Services and Insurance, FORTUNE
  • No. 16 Best Banks to Work For, American Banker
  • No. 12 Best Workplaces for Women, FORTUNE
  • No. 24 Best Workplaces for Millennials, FORTUNE
  • No. 1Best Places to Work, midsized category, Memphis Business

Journal

  • No. 1 Top Workplace, mid-sized category, Knoxville News Sentinel

25

Market 2018 Rank* 2017 Rank* 2018 % market Share* 2017 % market share*

Nashville 1 3 14.67% 12.44% Knoxville 5 6 7.94% 5.55% Memphis 6 7 7.32% 6.77% Chattanooga 4 4 7.05% 6.68% Greensboro-High Point 3 4 11.36% 10.36% Raleigh 14 17 1.07% 0.62% Charlotte 9 9 0.34% 0.32% Greenville 14 15 1.30% 1.30% Myrtle Beach 13 13 2.84% 2.65% Roanoke 5 5 7.32% 6.77%

PNFP Continued its Track Record for Rapid Reliable Growth

Aligned culture and incentives have produced a differentiated franchise with reliable growth

Engaged Associates Produce Better Outcomes PNFP is consistently growing share in its major markets

*: Federal Deposit Insurance Corporation Summary of Deposits data

slide-26
SLIDE 26

Outlook for 2019

We remain committed to long-term shareholder value through top and bottom line growth

2019 Focus Items

  • Low-to-mid double-digit annualized loan growth
  • Heavy emphasis on core deposit growth
  • Target Result: EPS growth in top quartile of peer group

Long-term Shareholder Value Creation Thesis

  • Hiring revenue producers
  • Building revenues faster than expenses
  • Growing tangible book value

26

slide-27
SLIDE 27

Q&A

FOURTH QUARTER 2018

slide-28
SLIDE 28

Supplemental Information

Chart

  • Balance Sheet

29

  • Asset Quality

40

  • Income Statement

41

  • Peer Group

49

28

slide-29
SLIDE 29

Balance Sheet – Loan Portfolio

Amts. 4Q18 %s 4Q18 Amts. 3Q18 %s 3Q18 Amts. 4Q17 %s 4Q17 Amts. 4Q16 %s 4Q16 C&I $5,271.4 29.8% $5,006.2 28.7% $4,141.3 26.5% $2,891.7 34.2% CRE – Owner Occ. 2,653.4 15.0% 2,688.2 15.4% 2,460.0 15.7% 1,354.9 16.0% Total C&I & O/O CRE 7,924.8 44.8% 7,694.4 44.1% 6,601.3 42.2% 4,246.6 50.2% CRE – Investment 3,855.6 21.8% 3,818.1 21.8% 3,564.0 22.8% 1,444.2 17.1% CRE – Multifamily and other 655.9 3.7% 708.8 4.1% 645.6 4.1% 394.4 4.7% C&D and Land 2,072.5 11.7% 2,059.0 11.8% 1,908.3 12.2% 912.7 10.8% Total CRE & Construction 6,584.0 37.2% 6,585.9 37.7% 6,117.9 39.1% 2,751.3 32.6% Consumer RE 2,844.4 16.0% 2,815.2 16.1% 2,561.2 16.4% 1,185.9 14.1% Consumer and other 354.3 2.0% 368.5 2.1% 352.7 2.3% 266.1 3.1% Total Other 3,198.7 18.0% 3,183.7 18.2% 2,913.9 18.7% 1,452.0 17.2% Total loans $17,707.5 100.0% $17,464.0 100.0% $15,633.1 100.0% $8,449.9 100.0%

29

slide-30
SLIDE 30

Balance Sheet – Loan Portfolio

TOTAL PINNACLE TENNESSEE LOANS CAROLINAS/ VA LOANS OTHER UNIT LOANS Amts. 4Q18 Amts. 4Q17 Amts. 4Q18 Amts. 4Q17 Amts. 4Q18 Amts. 4Q17 Amts. 4Q18 Amts. 4Q17 C&I $5,271.4 $4,141.3 $4,147.8 $3,312.4 $731.9 $475.9 $391.7 $353.0 CRE – Owner Occ. 2,653.4 2,460.0 1,533.4 1,467.8 1,037.0 917.5 83.0 74.7 Total C&I & O/O CRE 7,924.8 6,601.3 5,681.2 4,780.2 1,768.9 1,393.4 474.7 427.7 CRE – Investment 3,855.6 3,564.0 1,603.1 1,516.0 2,187.1 2,010.1 65.4 37.9 CRE – Multifamily and other 655.9 645.6 439.6 447.5 211.9 193.4 4.4 4.7 C&D and Land 2,072.5 1,908.3 1,238.6 1,168.4 808.9 697.1 25.0 42.8 Total CRE & Construction 6,584.0 6,117.9 3,281.3 3,131.9 3,207.9 2,900.6 94.8 85.4 Consumer RE 2,844.4 2,561.2 1,300.3 1,203.6 1,193.4 1,246.7 350.7 110.9 Consumer and other 354.3 352.7 155.5 143.7 89.6 74.0 109.2 135.0 Total Other 3,198.7 2,913.9 1,455.8 1,347.3 1,283.0 1,320.7 459.9 245.9 Total Loans $17,707.5 $15,633.1 $10,418.3 $9,259.4 $6,259.8 $5,614.7 $1,029.4 $759.0 Average Ticket Size (in ‘000s) $253.5 $222.9 $384.4 $363.4 $190.1 $168.6 $105.0 $187.7

30

slide-31
SLIDE 31

Balance Sheet – Loan Portfolio

TOTAL PINNACLE C&I & O/O CRE CRE & CONSTRUCTION OTHER LOANS Amts. 4Q18 Amts. 4Q17 Amts. 4Q18 Amts. 4Q17 Amts. 4Q18 Amts. 4Q17 Amts. 4Q18 Amts. 4Q17 Nashville $6,267.1 $5,633.5 $3,191.2 $2,682.8 $2,123.6 $1,719.1 $952.3 $1,231.6 Knoxville 1,549.8 1,448.0 944.4 889.1 450.2 350.2 155.2 208.7 Chattanooga 1,262.2 1,077.8 769.6 627.8 279.9 222.8 212.7 227.2 Memphis 1,339.2 1,100.1 776.0 580.6 427.6 392.3 135.6 127.2 Total Tennessee $10,418.3 $9,259.4 $5,681.2 $4,780.3 $3,281.3 $2,684.4 $1,455.8 $1,794.7 Greensboro/Highpoint 1,597.1 1,494.5 575.7 478.3 728.4 643.3 293.0 372.9 Charlotte 1,811.2 1,612.2 458.3 349.3 980.9 847.5 372.0 415.4 Raleigh 1,043.6 867.0 258.8 193.3 641.7 514.2 143.1 159.5 Charleston 830.0 788.6 152.9 146.4 383.5 300.3 293.6 341.9 Greenville 418.7 344.8 115.9 69.3 258.7 218.7 44.1 56.8 Roanoke 462.3 421.4 122.9 90.3 202.7 163.9 136.7 167.2 SBA 96.9 86.2 84.4 66.5 12.0 19.3 0.5 0.4 Total Carolina/VA $6,259.8 $5,614.7 $1,768.9 $1,393.4 $3,207.9 $2,707.2 $1,283.0 $1,514.1 Other 1,029.4 759.0 474.7 427.8 94.8 80.7 459.9 250.5 Total $17,707.5 $15,633.1 $7,924.8 $6,601.5 $6,584.0 $5,472.3 $3,198.7 $3,559.3

31

slide-32
SLIDE 32

Balance Sheet – Loan Portfolio

Amts. 4Q18 %s 4Q18 Amts. 3Q18 %s 3Q18 Amts. 4Q17 %s 4Q17 Amts. 4Q16 %s 4Q16 Residential – Spec $352.3 2.0% $321.6 1.8% $278.7 1.8% $195.7 2.3% Residential – Custom 134.2 0.8% 146.0 0.8% 95.9 0.6% 81.9 1.0% Residential – Condo

  • 0.0%
  • 0.0%

0.6 0.0% 5.2 0.1% Commercial Construct. 1,132.5 6.4% 1,112.5 6.4% 1,057.3 6.8% 347.1 4.1% Land Dev– Residential 165.9 0.9% 166.0 1.0% 157.5 1.0% 116.3 1.4% Land Dev – Commercial 167.8 0.9% 191.2 1.1% 208.9 1.3% 162.7 1.9% Land Dev – Mixed Use 39.2 0.2% 38.0 0.2% 25.7 0.2%

  • Land – Unimproved

80.6 0.5% 83.7 0.5% 83.7 0.5% 3.8 0.1% Total Construction and Land Dev. $2,072.5 11.7% $2,059.0 11.8% $1,908.3 12.2% $912.7 10.8%

32

slide-33
SLIDE 33

Balance Sheet – Loan Portfolio

TOTAL PINNACLE TENNESSEE LOANS CAROLINAS/VA LOANS OTHER UNIT LOANS Amts. 4Q18 Amts. 4Q17 Amts. 4Q18 Amts. 4Q17 Amts. 4Q18 Amts. 4Q17 Amts. 4Q18 Amts. 4Q17 Residential – Spec $352.3 $278.7 $255.8 $206.7 $96.5 $71.1 $ - $0.9 Residential – Custom 134.2 95.9 88.6 59.6 45.6 36.3

  • Residential – Condo
  • 0.6
  • 0.6
  • Commercial Construct.

1,132.5 1,057.4 644.0 645.0 487.1 407.7 1.4 4.7 Land Dev– Residential 165.9 157.5 105.6 91.8 44.1 42.7 16.2 23.0 Land Dev – Commercial 167.8 208.8 80.8 89.7 83.3 112.0 3.7 7.1 Land Dev – Mixed Use 39.2 25.7 4.8 12.8 34.4 10.0

  • 2.9

Land – Unimproved 80.6 83.7 58.9 62.9 18.0 16.8 3.7 4.0 Total Construction and Land Dev. $2,072.5 $1,908.3 $1,238.5 $1,168.5 $809.0 $697.2 $25.0 $42.6 Average Ticket Size (in ‘000s) $506.2 $461.8 $582.3 $573.9 $430.5 $353.1 $284.3 $370.1

33

slide-34
SLIDE 34

Balance Sheet – Loan Portfolio

Total NOO and Multifamily Total Construction Total NOO and Construction Amts. 4Q18 Amts. 3Q18 Amts. 2Q18 Amts. 1Q18 Amts. 4Q18 Amts. 3Q18 Amts. 2Q18 Amts. 1Q18 Amts. 4Q18 Amts. 3Q18 Amts. 2Q18 Amts. 1Q18 Multifamily $655.9 $708.8 $738.6 $644.8 $390.3 $412.2 $405.0 $375.4 $1,046.2 $1,121.0 $1,143.6 $1,020.2 Hospitality 708.8 651.1 643.9 568.7 118.6 106.8 106.3 119.1 827.4 757.9 750.2 687.8 Retail 1,205.8 1,243.2 1,295.0 1,141.8 153.5 145.6 174.0 186.2 1,359.3 1,388.8 1,469.0 1,328.0 Office 682.2 669.3 704.1 632.1 102.2 87.2 91.5 147.4 784.4 756.5 795.6 779.5 Warehouse 611.5 605.0 553.7 504.2 139.6 180.3 212.7 166.4 751.1 785.3 766.4 670.6 Medical 281.9 278.1 257.8 234.1 104.1 105.8 112.9 94.5 386.0 383.9 370.7 328.6 Other 365.40 371.4 326.7 640.6 1,064.2 1,021.1 1,031.2 1,007.0 1,429.6 1,392.5 1,357.9 1,647.6 Total $4,511.5 $4,526.9 $4,519.8 $4,366.3 $2,072.5 $2,059.0 $2,133.6 $2,096.0 $6,58 ,584.0 $6,58 ,585.9 $6,65 ,653.4 $6,46 ,462.3 Average Ticket Size (in ‘000s) $1,599.8 $1,580.8 $1,594.3 $1,525.3 $506.2 $504.4 $518.1 $494.7 $952.3 .3 $948.8 .8 $958.0 .0 $911.2 .2

34

slide-35
SLIDE 35

Balance Sheet – Loan Portfolio

35

  • 0.40%
  • 0.30%
  • 0.20%
  • 0.10%

0.00% 0.10% 0.20% 0.30% CRE Construction C&I Net commercial charge off's

Net Commercial loan charge off's by loan type

2014 2015 2016 2017 2018

  • 1.00%

0.00% 1.00% 2.00% 3.00% 4.00% 5.00% 6.00% 7.00% 8.00% Consumer RE Consumer and other Net consumer charge

  • ff's

Total net charge off rates

Net Consumer loan charge off's by loan type & Total net charge-offs

2014 2015 2016 2017 2018

Balance Sheet – Loan Portfolio

slide-36
SLIDE 36

Balance Sheet – Loan Portfolio

Description 12/31/2018 9/30/2018 6/30/2018 3/31/2018 12/31/2017 9/30/2017

Loans secured by real estate: Construction, land development, and other loans: 1-4 family residential construction loans $541,253 $523,300 $488,893 $475,979 $445,077 $423,988 Other construction loans and all land development and other land loans 1,531,202 1,535,709 1,644,753 1,619,895 1,463,211 1,515,821 Loans included in the 100% test $2,072,455 $2,059,009 $2,133,646 $2,095,874 $1,908,288 $1,939,809 Secured by multifamily (5 or more) residential properties $671,156 $718,953 $716,781 $668,904 $669,054 $638,285 Loans secured by other nonfarm nonresidential properties 3,855,643 3,818,055 3,822,182 3,714,854 3,564,048 3,398,381 Financed real estate not secured by real estate 154,527 145,880 189,690 196,807 198,769 198,769 Loans included in the 300% test $6,753,781 $6,741,897 $6,862,299 $6,676,439 $6,340,159 $6,175,244 Total Risk-Based Capital $2,432,419 $2,344,597 $2,254,929 $2,180,680 $2,134,344 $2,129,643 % of Total Risk-Based Capital 100% Test - NOOCRE + Secured by multi-family 85% 88% 95% 96% 89% 91% 300% Test - NOOCRE + Multifamily + Construction 278% 288% 304% 306% 297% 290%

36

slide-37
SLIDE 37

Balance Sheet – Deposit Portfolio

TOTAL DEPOSITS CORE DEPOSITS NONCORE DEPOSITS TOTAL PINNACLE TRANSACTION AND MMDA CDs PUBLIC FUNDS and OTHER DEPOSITS 4Q18 4Q17 4Q18 4Q17 4Q18 4Q17 4Q18 4Q17 Nashville $7,465.2 $6,488.4 $6,668.7 $5,906.9 $503.7 $375.6 $292.8 $205.9 Knoxville 1,485.4 1,260.3 1,396.1 1,217.5 58.6 24.6 30.8 18.2 Memphis 1,073.2 880.5 927.0 753.1 118.7 84.9 27.5 42.6 Chattanooga 871.5 786.9 789.9 740.1 48.1 28.1 33.5 18.7 Total Tennessee 10,895.3 9,416.1 9,781.7 8,617.5 729.1 513.2 384.6 285.4 Greensboro/Highpoint 2,012.3 1,799.7 1,666.8 1,543.9 252.4 202.3 93.0 53.5 Charlotte 1,105.4 943.4 831.0 765.0 190.8 136.9 83.6 41.5 Charleston 892.4 835.2 680.5 666.4 174.8 143.2 37.1 25.6 Raleigh 581.1 409.8 491.2 382.6 52.2 21.9 37.7 5.3 Roanoke 583.7 500.4 452.3 406.9 115.0 80.8 16.4 12.8 Greenville 378.5 282.7 267.3 196.7 78.0 66.4 33.3 19.5 SBA

  • 3.8
  • 3.8
  • Total Carolinas / VA

5,553.4 4,775.0 4,389.1 3,965.3 863.2 651.5 301.1 158.2 Other 2,400.4 2,260.6 621.3 889.0 104.8 201.7 1,674.2 1,169.9 Total $18,849.1 $16,451.7 $14,792.0 $13,471.8 $1,697.1 $1,366.4 $2,359.9 $1,613.5

37

slide-38
SLIDE 38

Balance Sheet – Bond Portfolio

3.58% 3.22% 20.75% 13.10%

0.00% 5.00% 10.00% 15.00% 20.00% 25.00% 30.00% 35.00% 40.00% 0.00% 0.50% 1.00% 1.50% 2.00% 2.50% 3.00% 3.50% 4.00%

Bond Yields % of Total Assets

78% 71% 60% 22% 29% 40%

  • Sept. 2017
  • Sept. 2018
  • Dec. 2018

Bond Portfolio Pricing

Fixed Rate Variable Rate

38

slide-39
SLIDE 39

Balance Sheet – Bond Portfolio

Portfolio: December 31, 2018

Total Investments $3.277 billion Net Unrealized Gain (Loss) $(48.7) million

Quarter Duration

  • Avg. Yield- TE

4Q18 3.6% 3.2% 3Q18 4.4% 3.1% 2Q18 3.9% 2.9% 1Q18 3.5% 2.9% 4Q17 3.5% 2.7% 3Q17 3.5% 2.6% 2Q17 3.3% 2.5% 1Q17 3.4% 2.4% 4Q16 3.2% 2.3% 3Q16 2.8% 2.3% 2Q16 2.4% 2.5%

Conservative bond portfolio

1% 1% 30% 12% 13% 43% Agency/Treasury Corporates MBS Asset Backed CMOs Municipals

  • Duration under 4.0% due largely to recent hedging efforts
  • Investments to Total Assets of 13.1%

39

slide-40
SLIDE 40

Asset Quality

(*) > 30 days past due

40

(000S)

  • DEC. 31, 2018

AS A % OF TOTAL LOANS

  • DEC. 31, 2017

AS A % OF TOTAL LOANS

  • DEC. 31, 2016

AS A % OF TOTAL LOANS

Past Due Loans (*)

Nonaccrual loans $35,306 0.20% $11,691 0.07% $10,873 0.13% Accruing loans 60,537 0.34% 60,159 0.38% 22,331 0.26%

Total past due $95,843 0.54% $71,850 0.46% $33,204 0.39% NPLs and > 90 days

  • Const. and land development

$3,388 0.02% $6,114 0.04% $6,613 0.08% Consumer RE 28,069 0.16% 19,381 0.12% 8,127 0.10% CRE – Owner Occupied 17,190 0.10% 12,605 0.08% 4,254 0.05% CRE – Investment 12,143 0.07% 302 0.00% 666 0.01% Total real estate 64,083 0.36% 41,664 0.27% 19,661 0.23% C&I 23,850 0.13% 18,657 0.12% 7,495 0.09% Other 1,459 0.01% 1,273 0.01% 1,556 0.02%

Total loans $89,392 0.50% $61,594 0.39% $28,711 0.34% Classified loans and ORE

Substandard commercial loans $242,799 1.37% $ 211,308 1.35% $148,460 1.76% Doubtful commercial loans

  • 0.00%
  • 0.00%

1 0.00% Other impaired loans 24,914 0.14% 15,320 0.10% 9,820 0.12% 90 days past due and accruing (*) 1,558 0.01% 4,139 0.03% 1,134 0.01% Other real estate 15,165 0.09% 27,831 0.18% 6,090 0.07% Other repossessed assets 228 0.00% 197 0.00%

  • 0.00%

Total $284,665 1.61% $ 258,795 1.66% 165,505 1.96%

Pinnacle Bank classified asset ratio 12.4% 12.9% 16.4%

slide-41
SLIDE 41

Fee Businesses also Contribute to Earnings Growth

Fee businesses produce another strong quarter

**: Excluding gains and losses on sales of investment securities. For a reconciliation of these Non-GAAP financial measures to the comparable GAAP measures, see slide 45-48.

4Q18 3Q18 2Q18 1Q18 4Q17

Service charges $6,617 $6,404 $6,065 $5,820 $6,078 Investment services 5,925 5,237 4,906 5,107 4,723 Insurance commissions 2,038 2,126 2,048 3,119 1,961 Gain on mortgage loans sold, net 3,141 3,902 3,777 3,744 3,839 Investment gains on sales, net (2,295) 11

  • 30

(8,265) Income from equity method investment 17,936 14,236 9,690 9,360 12,444 Trust fees 3,375 3,087 3,564 3,117 2,645 Other: Interchange and other consumer fees 11,269 10,682 9,421 8,556 8,499 Bank-owned life insurance 3,492 3,397 2,894 2,752 2,829 Loan swap fees 2,055 733 752 22 188 SBA loans sales 1,194 565 1,728 1,117 723 Gain (loss) on other equity investments 562 (85) 2,111 189 (499) Other 1,961 1,183 983 1,250 1,036 Total noninterest income $57,270 $51,478 $47,939 $44,183 $36,201 Noninterest income/Average Assets 0.92% 0.85% 0.83% 0.81% 0.66% Noninterest income** $59,565 $51,467 $47,939 $44,153 $44,466 Noninterest Income**/Total Average Assets 0.96% 0.85% 0.83% 0.81% 0.81%

41

slide-42
SLIDE 42

Fee Businesses also Contribute to Earnings Growth

4Q18 core expense results continue to reflect enviable operating leverage

*: Excluding the impact of ORE expense and income and merger-related charges. For a reconciliation of these Non-GAAP financial measures to the comparable GAAP measures, see slide 45-48.

42

4Q18 3Q18 2Q18 1Q18 4Q17 Salaries and employee benefits: Salaries $41,965 $41,024 $39,136 $39,104 $39,950 Commissions 3,456 3,011 3,148 3,029 2,062 Cash and equity incentives 18,082 14,505 11,224 10,180 12,665 Employee benefits and other 11,222 10,577 10,604 11,406 8,670 Total salaries and benefits 74,725 69,117 64,112 63,719 63,347 Equipment and occupancy 19,073 19,252 18,208 17,743 17,114 Other real estate owned 631 67 819 (794) 252 Marketing and business development 3,628 3,293 2,544 2,247 2,093 Postage and supplies 1,831 1,654 2,291 2,039 1,662 Intangible amortization 2,576 2,616 2,659 2,698 3,071 Merger-related charges

  • 2,906

5,353 19,103 Other noninterest expense: Deposit related expense 5,033 5,982 6,078 5,675 6,156 Lending related expense 5,181 5,664 4,695 3,908 3,964 Wealth management related expense 417 433 465 523 160 Other noninterest expense 6,314 5,912 6,131 5,469 6,051 Total other noninterest expense 16,945 17,991 17,369 15,575 16,331 Total noninterest expense $119,409 113,990 $110,908 $108,580 $122,973 Efficiency ratio 48.3% 47.3% 48.2% 49.7% 58.2% Expense/Total Average Assets 1.92% 1.87% 1.91% 1.98% 2.22% Noninterest expense * $118,778 $113,923 $107,183 $104,021 $103,618 Efficiency ratio * 48.0% 47.3% 46.6% 47.6% 47.2% Noninterest Expense*/Total Average Assets 1.91% 1.87% 1.85% 1.90% 1.87%

slide-43
SLIDE 43

$0 $5,000,000 $10,000,000 $15,000,000 $20,000,000 $25,000,000

Actual/Anticipated Discount Accretion Through Dec 2019

$62 mm $38 mm

Income Statement – Discount Accretion and Income Tax Rate Trends

15.00% 20.00% 25.00% 30.00% 35.00% 40.00% 45.00%

Income Tax Effective Tax Rate Trends

Income tax as % of pre-tax income, excluding discrete items Blended statutory tax rate

Life to date accretion approximates original projections. Anticipate continued reduction in accretion income in future periods. Continue to pursue tax initiatives to reduce firm’s ETR.

43

slide-44
SLIDE 44

Income Statement – Mortgage Volumes

0.00% 1.00% 2.00% 3.00% 4.00% 5.00% 6.00% $25,000 $75,000 $125,000 $175,000 $225,000 $275,000 $325,000

Purchase Money Refinance Gross fees as a % of loans originated

44

slide-45
SLIDE 45

Income Statement – Reconciliation of Non-GAAP Financial Measures

45

4Q18 3Q18 2Q18 1Q18 4Q17 3Q17 2Q17 1Q17 4Q16 3Q16 2Q16 1Q16 4Q15 3Q15 2Q15 1Q15 4Q14 3Q14 2Q14 1Q14 Net income $ 95,318 93,747 86,865 83,510 26,798 64,442 43,086 39,653 36,097 32,377 30,787 27,965 26,855 24,149 22,665 21,843 18,737 18,197 17,170 16,367 Merger-related charges

  • - 2,906 5,353 19,103 8,847 3,221 672 3,264 5,672 980 1,830 2,489 2,249 59
  • - - - -

Investment (gains) losses on sales of securities 2,295 (11)

  • (30) 8,265
  • - - (395)
  • - - 10
  • (556) (6)
  • (29)
  • -

Tax effect on merger-related charges and investment (gains) losses on sales of securities (600) 3 (760) (1,391) (10,736) (3,471) (1,264) (264) (1,126) (2,225) (384) (718) (980) (882) 195 2

  • 11
  • -

Revaluation of deferred tax assets

  • - - - 31,486
  • - - - - - - - - - - - - - -

Net income excluding merger-related charges, investment (gains) losses on sales of securities and revaluation of deferred tax assets 97,013 93,739 89,011 87,442 74,916 69,818 45,043 40,061 37,840 35,824 31,383 29,077 28,374 25,515 22,363 21,839 18,737 18,179 17,170 16,367 Diluted earnings per share $ 1.24 1.21 1.12 1.08 0.35 0.83 0.80 0.82 0.78 0.71 0.73 0.68 0.65 0.62 0.64 0.62 0.53 0.52 0.49 0.47 Adjustment to diluted earnings per share due to merger- related charges, investment (gains) losses on sales of securities and revaluation of deferred tax assets 0.02

  • 0.03 0.05 0.62 0.07 0.04 0.01 0.04 0.07 0.02 0.03 0.04 0.04 (0.01)
  • - - - -

Diluted earnings per share excluding merger-related charges, investment (gains) losses on sales of securities and revaluation of deferred tax assets $ 1.26 1.21 1.15 1.13 0.97 0.90 0.84 0.83 0.82 0.78 0.75 0.71 0.69 0.66 0.63 0.62 0.53 0.52 0.49 0.47 Net interest income $ 190,215 189,420 182,236 174,471 175,017 172,910 106,627 88,767 89,413 86,635 75,044 73,902 71,475 62,059 51,831 51,269 50,313 49,537 47,226 45,908 Total noninterest income 57,270 51,478 47,939 44,183 36,202 43,248 35,057 30,382 30,743 31,692 32,713 25,856 26,608 21,410 20,019 18,493 14,384 12,888 12,598 12,732 Total revenues 247,485 240,898 230,175 218,654 211,219 216,158 141,684 119,149 120,156 118,327 107,757 99,758 98,083 83,469 71,850 69,762 64,697 62,425 59,824 58,640 Less: Investment (gains) losses on sales of securities, net 2,295 (11)

  • (30) 8,265
  • - - (395)
  • - - 10
  • (556) (6)
  • (29)
  • -

Total revenues, excluding investment (gains) losses on sales of securities, net $ 249,780 240,887 230,175 218,624 219,484 216,158 141,684 119,149 119,761 118,327 107,757 99,758 98,093 83,469 71,294 69,756 64,697 62,396 59,824 58,640 Revenue per share $ 3.19 3.11 2.97 2.83 2.73 2.80 2.64 2.46 2.61 2.58 2.57 2.44 2.39 2.15 2.02 1.97 1.83 1.78 1.71 1.68 Adjustment due to investment (gains) losses on sales

  • f securities

0.03

  • - - 0.10
  • - - (0.01)
  • - - 0.00
  • (0.02) (0.00)
  • (0.00)
  • -

Revenue per share excluding investment (gains) losses

  • n sales of securities

$ 3.22 3.11 2.97 2.83 2.83 2.80 2.64 2.46 2.60 2.58 2.57 2.44 2.39 2.15 2.01 1.97 1.83 1.77 1.71 1.68 Book value per share $ 51.18 50.05 49.15 48.16 47.70 47.31 46.56 34.61 32.28 31.97 29.92 29.26 28.25 27.80 23.39 22.98 22.46 21.93 21.47 20.88 Adjustment due to goodwill, core deposit and other intangible assets (23.91) (23.84) (23.87) (23.92) (23.99) (23.99) (23.98) (11.36) (12.22) (12.28) (10.34) (10.51) (10.82) (10.81) (6.84) (6.86) (6.89) (6.92) (6.94) (6.95) Tangible book value per share $ 27.27 26.21 25.28 24.24 23.71 23.32 22.58 23.25 20.06 19.69 19.58 18.75 17.43 16.99 16.55 16.12 15.57 15.01 14.53 13.93

slide-46
SLIDE 46

Income Statement – Reconciliation of Non-GAAP Financial Measures

46

4Q18 3Q18 2Q18 1Q18 4Q17 3Q17 2Q17 1Q17 4Q16 3Q16 2Q16 1Q16 4Q15 3Q15 2Q15 1Q15 4Q14 3Q14 2Q14 1Q14 Net income $ 95,318 93,747 86,865 83,510 26,798 64,442 43,086 39,653 36,097 32,377 30,787 27,965 26,855 24,149 22,665 21,843 18,737 18,197 17,170 16,367 Merger-related charges

  • 2,906 5,353 19,103 8,847 3,221 672 3,264 5,672 980 1,830 2,489 2,249 59
  • - - - -

Investment (gains) losses on sales of securities 2,295 (11)

  • (30) 8,265
  • - - (395)
  • - - 10
  • (556) (6)
  • (29)
  • -

Tax effect on merger-related charges and investment (gains) losses

  • n sales of securities

(600) 3 (760) (1,391) (10,736) (3,471) (1,264) (264) (1,126) (2,225) (384) (718) (980) (882) 195 2

  • 11
  • -

Revaluation of deferred tax assets

  • - - 31,486
  • - - - - - - - - - - - - - -

Net income excluding merger-related charges, investment (gains) losses on sales of securities and revaluation of deferred tax assets $ 97,013 93,739 89,011 87,442 74,916 69,818 45,043 40,061 37,840 35,824 31,383 29,077 28,374 25,515 22,363 21,839 18,737 18,179 17,170 16,367 Average stockholders’ equity $ 3,939,927 3,874,430 3,795,963 3,732,633 3,706,741 3,655,029 2,057,505 1,657,072 1,493,684 1,442,440 1,247,762 1,188,153 1,153,681 986,325 836,791 815,706 796,338 774,032 757,089 740,743 Less: Average goodwill (1,807,121) (1,807,121) (1,807,850) (1,808,055) (1,803,546) (1,800,761) (760,646) (551,548) (551,042) (541,153) (431,155) (430,228) (430,574) (317,461) (243,383) (243,505) (243,531) (243,544) (243,559) (243,559) Average core deposit and other intangible assets (47,711) (50,292) (53,018) (55,681) (58,192) (59,521) (23,957) (14,674) (15,724) (11,296) (9,367) (10,237) (11,261) (7,634) (2,581) (2,809) (3,040) (3,278) (3,484) (3,484) Net average tangible common equity $ 2,085,095 2,017,017 1,935,095 1,868,897 1,845,003 1,794,747 1,272,902 1,090,850 926,918 889,991 807,240 747,688 711,846 661,230 590,827 569,392 549,767 527,210 510,046 493,700 Return on average common equity 9.60% 9.60% 9.18% 9.07% 2.87% 6.99% 8.40% 9.70% 9.61% 8.93% 9.92% 9.47% 9.24% 9.71% 10.86% 10.86% 9.33% 9.33% 9.10% 8.96% Adjustment due to goodwill, core deposit and other intangible assets 8.54% 8.84% 8.83% 9.05% 2.89% 7.26% 5.18% 5.04% 5.88% 5.54% 5.42% 5.57% 5.73% 4.78% 4.53% 4.70% 4.19% 4.36% 4.40% 4.51% Return on average tangible common equity 18.14% 18.44% 18.01% 18.12% 5.76% 14.25% 13.58% 14.74% 15.49% 14.47% 15.34% 15.04% 14.97% 14.49% 15.39% 15.56% 13.52% 13.69% 13.50% 13.47% Adjustment due to merger-related charges, investment (gains) losses

  • n sales of securities and revaluation of deferred tax assets

0.32% 0.00% 0.44% 0.86% 10.35% 1.18% 0.61% 0.15% 0.75% 1.54% 0.30% 0.60% 0.84% 0.82%

  • 0.21%

0.00% 0.00% 0.00% 0.00% 0.00% Return on average tangible common equity (excluding merger- related charges, investment (gains) losses on sales of securities and revaluation of deferred tax assets) 18.46% 18.44% 18.45% 18.98% 16.11% 15.43% 14.19% 14.89% 16.24% 16.01% 15.64% 15.64% 15.81% 15.31% 15.18% 15.56% 13.52% 13.69% 13.50% 13.47% Total average assets $24,616,733 24,125,051 23,236,945 22,204,599 21,933,500 21,211,459 13,335,359 11,421,654 11,037,555 10,883,547 9,305,941 8,851,978 8,565,341 7,514,633 6,319,712 6,102,523 5,855,421 5,752,776 5,673,615 5,514,031

slide-47
SLIDE 47

Income Statement – Reconciliation of Non-GAAP Financial Measures

47

4Q18 3Q18 2Q18 1Q18 4Q17 3Q17 Net interest income $ 190,215 189,420 182,236 174,471 175,017 172,910 Total noninterest income 57,270 51,478 47,939 44,183 36,202 43,248 Total revenues 247,485 240,898 230,175 218,654 211,219 216,158 Less: Investment (gains) losses on sales of securities, net 2,295 (11)

  • (30) 8,265
  • Total revenues, excluding investment (gains) losses on sales of securities, net

249,780 240,887 230,175 218,624 219,484 216,158 Total noninterest expense $ 119,409 113,990 110,908 108,580 122,973 109,736 Less: ORE expenses (income) 631 67 819 (794) 252 513 Merger-related charges

  • - 2,906 5,353 19,103 8,847

Core noninterest expense, excluding the impact of ORE expense (income) and merger-related charges $ 118,778 113,923 107,183 104,021 103,618 100,376 Adjusted pre-tax pre-provision income $ 131,002 126,964 122,992 114,603 115,866 115,782 Average Assets $24,616,733 24,125,051 23,236,945 22,204,599 21,933,500 21,211,459 Noninterest income/ Average assets 0.92% 0.85% 0.83% 0.81% 0.66% 0.81% Adjustment due to investment (gains) losses on sales of securities, net 0.04% 0.00% 0.00% 0.00% 0.14% 0.00% Noninterest income, excluding the impact of net gains on sale of investment securities/Average Assets 0.96% 0.85% 0.83% 0.81% 0.80% 0.81% Noninterest expense/ Average assets 1.92% 1.87% 1.91% 1.98% 2.22% 2.05% Adjustment due to ORE expense (income) and merger-related charges

  • 0.01%

0.00%

  • 0.06%
  • 0.08%
  • 0.35%
  • 0.17%

Core noninterest expense, excluding ORE expense (income) and merger-related charges/ Average Assets 1.91% 1.87% 1.85% 1.90% 1.87% 1.88% Efficiency ratio 48.3% 47.3% 48.2% 49.7% 58.2% 50.8% Adjustment due to securities gains and losses, ORE expense (income) and merger- related charges

  • 0.7%

0.0%

  • 1.6%
  • 2.1%
  • 11.0%
  • 4.4%

Core Efficiency ratio 47.6% 47.3% 46.6% 47.6% 47.2% 46.4%

slide-48
SLIDE 48

Income Statement – Reconciliation of Non-GAAP Financial Measures

48

4Q18 3Q18 2Q18 1Q18 4Q17 3Q17 Net interest income $ 190,215 189,420 182,236 174,471 175,017 172,910 Total noninterest income 57,270 51,478 47,939 44,183 36,202 43,248 Total revenues 247,485 240,898 230,175 218,654 211,219 216,158 Less: Investment (gains) losses on sales of securities, net 2,295 (11)

  • (30) 8,265
  • Total revenues, excluding investment (gains) losses on sales of securities, net

249,780 240,887 230,175 218,624 219,484 216,158 Number of employees (full-time equivalent) 2,297.0 2,249.5 2,198.5 2,148.0 2,132.0 2,194.5 Revenue per associate $ 427.5 424.9 419.9 412.8 393.1 390.8 Adjustment due to investment (gains) losses on sales of securities 3.9 (0.02)

  • (0.06) 15.38
  • Revenue per associate excluding investment (gains) losses on sales of securities

$ 431.4 424.8 419.9 412.8 408.4 390.8 Total noninterest expense $ 119,409 113,990 110,908 108,580 122,973 109,736 Less: ORE expenses (income) 631 67 819 (794) 252 513 Merger-related charges

  • - 2,906 5,353 19,103 8,847

Core noninterest expense, excluding the impact of ORE expense (income) and merger- related charges $ 118,778 113,923 107,183 104,021 103,618 100,376 Expenses per associate $ 206.2 201.0 200.1 200.5 228.8 198.4 Adjustment due to investment (gains) losses on sales of securities (1.0) (0.12) (6.72) (8.42) (36.02) (16.92) Expenses per associate excluding investment (gains) losses on sales of securities $ 205.2 200.9 193.4 192.1 192.8 181.5

slide-49
SLIDE 49

2018 Peer Group

Institution Name Ticker City, State

Pinnacle Financial Partners PNFP Nashville, TN Associated Banc-Corp ASB Green Bay, WI BancorpSouth, Inc. BXS Tupelo, MS Bank of the Ozarks, Inc. OZRK Little Rock, AR Chemical Financial Corporation CHFC Midland, MI Cullen/Frost Bankers, Inc. CFR San Antonio, TX F.N.B. Corporation FNB Pittsburgh, PA First Horizon National Corporation FHN Memphis, TN Fulton Financial Corporation FULT Lancaster, PA Hancock Holding Company HWC Gulfport, MS IBERIABANK Corporation IBKC Lafayette, LA MB Financial, Inc. MBFI Chicago, IL Old National Bancorp ONB Evansville, IN PacWest Bancorp PACW Beverly Hills, CA Prosperity Bancshares, Inc. PB Houston, TX Sterling Bancorp STL Montebello, NY Synovus Financial Corp. SNV Columbus, GA TCF Financial Corporation TCF Wayzata, MN Trustmark Corporation TRMK Jackson, MS UMB Financial Corporation UMBF Kansas City, MO Umpqua Holdings Corporation UMPQ Portland, OR United Bankshares, Inc. UBSI Charleston, WV Valley National Bancorp VLY Wayne, NJ Western Alliance Bancorporation WAL Phoenix, AZ Wintrust Financial Corporation WTFC Rosemont, IL

49

slide-50
SLIDE 50

Investor Call

FOURTH QUARTER 2018

  • M. TERRY TURNER, PRESIDENT AND CEO

HAROLD R. CARPENTER, EVP AND CFO