Second Quarter 2015 Investor Call M. Terry Turner, President and - - PowerPoint PPT Presentation

Second Quarter 2015 Investor Call

• M. Terry Turner, President and CEO

Harold R. Carpenter, EVP and CFO July 22, 2015

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

• f the Securities Exchange Act of 1934, as amended. The words "expect," "anticipate," "goal," "objective," "intend," "plan," "believe," "should," "hope," "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 other 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 to maintain the historical growth of its 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

• ther financial institutions; (vii) greater than anticipated adverse conditions in the national or local economies including the Nashville-Davidson-Murfreesboro-Franklin MSA and the

Knoxville 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) the development of any new market other than Nashville or Knoxville; (xii) a merger or acquisition, like the proposed mergers with CapitalMark Bank & Trust (“CapitalMark”) and Magna Bank (“Magna”); (xiii) risks of expansion into new geographic or product markets, like the proposed expansion into the Chattanooga, TN-GA and Memphis, TN-MS-AR MSAs associated with the proposed mergers with CapitalMark and Magna; (xiv) any matter that would cause Pinnacle Financial to conclude that there was impairment of any asset, including intangible assets; (xv) reduced ability to attract additional financial advisors (or failure of such advisors to cause their clients to switch to Pinnacle Financial) or otherwise to attract customers from other financial institutions; (xvi) further deterioration in the valuation of other real estate owned and increased expenses associated therewith; (xvii) inability to comply with regulatory capital requirements, including those resulting from changes to capital calculation methodologies and required capital maintenance levels; (xviii) risks associated with litigation, including the applicability of insurance coverage; (xix) the risk that the cost savings and any revenue synergies from the proposed mergers with CapitalMark and Magna may not be realized or take longer than anticipated to be realized; (xx) disruption from the mergers with customers, suppliers

• r employee relationships; (xxi) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreements that Pinnacle Financial and

Pinnacle Bank have entered into with CapitalMark and Magna; (xxii) the risk of successful integration of CapitalMark’s and Magna’s business with ours; (xxiii) the failure of CapitalMark’s and Magna’s shareholders to approve the mergers; (xxiv) the amount of the costs, fees, expenses and charges related to the mergers; (xxv) reputational risk and the reaction of Pinnacle Financial’s, CapitalMark’s and Magna’s customers to the proposed mergers; (xxvi) the failure of the closing conditions to be satisfied; (xxvii) the risk that the integration of 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 mergers may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (xxix) the dilution caused by Pinnacle’s issuance of additional shares of its common stock in the mergers; (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; and (xxxiii) changes in state and federal legislation, regulations or policies applicable to banks and other financial service providers, including regulatory or legislative developments arising out of current unsettled conditions in the economy, including implementation of the Dodd-Frank Wall Street Reform and Consumer Protection Act. A more detailed description of these and other risks is contained in Pinnacle Financial's most recent annual report on Form 10-K filed with the Securities and Exchange Commission on February 25, 2015 and Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 8, 2015. 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

• bligation to update or revise any forward-looking statements contained in this report, whether as a result of new information, future events or otherwise.

Safe Harbor Statements

Non-GAAP Measures

This presentation contains certain non-GAAP financial measures, including, without limitation, noninterest expense and the ratio of noninterest expense to average assets and noninterest expense to the sum of net interest income and noninterest income, in each case excluding the impact of expenses related to other real estate owned and income from equity method investments and gain on sale of investments and for the three months ended June 30, 2015 expenses related to the proposed mergers with CapitalMark and Magna. This presentation also contains certain non-GAAP capital ratios and performance measures. These non-GAAP financial measures exclude the impact of goodwill and core deposit intangibles associated with the Company’s acquisition of Mid-America Bancshares, Inc. and Cavalry Bancorp, Inc., which the Company acquired on November 30, 2007 and March 15, 2006, respectively. 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 the press release are non 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 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 other real estate owned expenses and income from equity method investments each vary extensively from company to company, Pinnacle believes that the presentation of this information allows investors to more easily compare Pinnacle’s results to the results of other companies.

Safe Harbor Statements

Additional Information and Where to Find It In connection with the proposed mergers of CapitalMark Bank & Trust ("CapitalMark") and Magna Bank ("Magna") with and into Pinnacle Bank, Pinnacle Financial Partners, Inc. ("Pinnacle") has filed registration statements on Form S-4 and on Form S-4A with the Securities and Exchange Commission (the "SEC") that have been declared effective by the SEC to register the shares of Pinnacle common stock that will be issued to CapitalMark's and Magna's shareholders in connection with the

• transactions. The registration statements include a proxy statement/prospectus (that is being delivered to CapitalMark's and Magna's shareholders in connection with

their required approval of the proposed mergers) and other relevant materials in connection with the proposed merger transactions involving Pinnacle Bank and each of CapitalMark and Magna. INVESTORS AND SECURITY HOLDERS ARE ENCOURAGED TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGERS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT PINNACLE, CAPITALMARK, MAGNA AND THE PROPOSED MERGERS. Investors and security holders may obtain free copies of these documents through the website maintained by the SEC at http://www.sec.gov. Free copies of each 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 900, Nashville, TN 37201, Attention: Investor Relations (615) 744-3742; CapitalMark, 801 Broad St., Chattanooga, TN 37402, Attention: Investor Relations (423) 386-2828; or Magna, 6525 Quail Hollow Road, Suite 513, Memphis, TN 38120 Attention: Shareholder Services (901) 259-5600. 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.

Safe Harbor Statements

23.3% 18.1% 19.0%

1Q13 2Q13 3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 1Q15 2Q15

Classified Asset Ratio

1.75% 1.55% 1.36%

1Q13 2Q13 3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 1Q15 2Q15

ALL %

0.93% 0.66% 0.50%

1Q13 2Q13 3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 1Q15 2Q15

NPA %

$12.78 $14.53 $16.42

1Q13 2Q13 3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 1Q15 2Q15

Tangible Book Value per Share

$1,803 $2,115 $2,512

1Q13 2Q13 3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 1Q15 2Q15

Avg Trans Accts

(millions)

$3,925 $4,316 $4,830

1Q13 2Q13 3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 1Q15 2Q15

Total Loans

(millions)

12.72% 13.50% 15.39%

1Q13 2Q13 3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 1Q15 2Q15

ROTCE

$0.42 $0.49 $0.64

1Q13 2Q13 3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 1Q15 2Q15

FD EPS

$54,949 $59,820 $71,293

1Q13 2Q13 3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 1Q15 2Q15

Total Revenues (1)

(millions)

2Q15 Summary Results

Balance Sheet Growth Earnings Growth Asset Quality

Up 11.9% yr/yr Up 18.8 % yr/yr Up 30.6% yr/yr Up 19.2% yr/yr

Execution of fundamentals fueled exceptional growth in key valuation drivers

(1) Ex: net gains and losses on sale of investment securities

Up 13.0% yr/yr

6

(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

• -- : Target established in 2014 - 2016 strategic plan

PNFP exceeded the return on asset target range again in 2Q15

2Q15 Summary Results

3.80% 3.70% 3.76% 3.65%

3.60% 3.65% 3.70% 3.75% 3.80% 3.85% 3.90% 3.95%

Net Interest Margin

0.89% 0.92% 0.97% 1.24%

0.70% 0.80% 0.90% 1.00% 1.10% 1.20% 1.30% Noninterest Income / Average Assets (1)

0.94% 1.13% 1.27% 1.44%

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

ROA

0.29% 0.15% 0.09% 0.14%

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

2.52% 2.38% 2.37% 2.31%

2.00% 2.10% 2.20% 2.30% 2.40% 2.50% 2.60% 2.70% Noninterest Expense / Average Assets (2)

7

Net interest income rose primarily due to volume growth in 2Q15

$36.0 $37.8 $38.4 $39.3 $39.5 $40.2 $40.9 $42.2 $42.8 $43.6 $44.6 $45.0 $45.9 $47.2 $49.5 $50.3 $51.3 $51.8

3.40% 3.65% 2.00% 2.20% 2.40% 2.60% 2.80% 3.00% 3.20% 3.40% 3.60% 3.80% 4.00%

$33 $35 $37 $39 $41 $43 $45 $47 $49 $51 $53

Net Interest Margin Net Interest Income

(millions)

Loan, Deposit and Fee Growth Yield Operating Leverage

8

Average loans grew 11.4% compared to 2Q14; yields contracted 0.11%

$3,191 $3,212 $3,207 $3,262 $3,280 $3,403 $3,489 $3,580 $3,682 $3,845 $3,932 $3,981 $4,130 $4,251 $4,358 $4,436 $4,625 $4,737

4.88% 4.27%

2.00% 2.50% 3.00% 3.50% 4.00% 4.50% 5.00% 5.50% 6.00% 6.50% 7.00% $2,800 $3,000 $3,200 $3,400 $3,600 $3,800 $4,000 $4,200 $4,400 $4,600 $4,800

Loan Yields Average Loans

(millions)

Avg Loans Loan Yields

Loan, Deposit and Fee Growth Yield Operating Leverage

1.00% 1.50% 2.00% 2.50% 3.00% 3.50% 4.00% 4.50% 5.00% $600 $700 $800 $900 $1,000 $1,100 $1,200 $1,300 $1,400 Dec 2011 Dec 2012 Dec 2013 Dec 2014 June 2015 Loan Volumes Weighted Average Rate Contract Rate 9

Floors on loans provided meaningful earnings during low rate environment but resulted in a liability sensitive balance sheet that has now been repositioned

1.17% 0.93%

Loan, Deposit and Fee Growth Yield Operating Leverage

0.84% 0.73% 0.64%

10

Deposits continued to grow while cost of deposits remained stable

$3,772 $3,723 $3,700 $3,642 $3,597 $3,636 $3,706 $3,883 $3,950 $3,963 $4,199 $4,408 $4,509 $4,519 $4,655 $4,758 $4,792 $4,885

1.01% 0.21%

0.00% 0.15% 0.30% 0.45% 0.60% 0.75% 0.90% 1.05% 1.20% $3,400 $3,600 $3,800 $4,000 $4,200 $4,400 $4,600 $4,800 $5,000

Deposit Costs (%)

• Avg. Deposits

(millions)

Avg Deposits Cost of Deposits

Loan, Deposit and Fee Growth Yield Operating Leverage

$1,000 $1,250 $1,500 $1,750 $2,000 $2,250 4Q13 1Q14 2Q14 3Q14 4Q14 1Q15 2Q15

Millions of dollars

30 Day Rate Change Analysis

Day 1 floating rate assets Day 1 floating rate liabilities (62% - beta)

11

Further evidence that our balance sheet is prepared for rising rates

Over the course of the last seven quarters, we’ve migrated from a negative 30-day rate change gap of approximately $650 million to neutrality. Approximately 36% of our floating rate loans re-price in the first 25 basis point change.

$- $50 $100 $150 $200 $250 $300 $350

0-25 25-50 50-75 75-100 100-125 125-150 150-175 >175

Millions of dollars

Basis point differentials

Floored Loans – Rate Differentials

Loan, Deposit and Fee Growth Yield Operating Leverage

12

Expansion of fee businesses produced record fee revenues in 2Q15

2Q15 1Q15 4Q14 3Q14 2Q14 Service charges $3,076 $2,913 $3,038 $2,913 $2,966 Investment services 2,399 2,259 2,737 2,353 2,164 Insurance commissions 1,106 1,513 1,046 1,037 1,145 Gain on mortgage loans sold, net 1,652 1,941 1,374 1,353 1,668 Trust fees 1,230 1,312 1,274 1,109 1,072 Income from equity method investment 4,266 3,201

• Other:

Securities gains (losses) 556 6

• 29
• Interchange and other consumer fees

3,893 3,799 3,591 3,024 2,756 Bank-owned life insurance 573 600 577 614 620 Loan swap fees 611 482 129

• 81

Other 657 468 618 456 125 Total noninterest income $20,019 $18,494 $14,384 $12,888 $12,597 Total Assets (Quarterly Average) $6,319,712 $6,102,523 $5,855,421 $5,752,776 $5,673,615 Noninterest income/Average Assets 1.27% 1.23% 0.97% 0.89% 0.89% Core Noninterest Income**/ Average Assets 1.24% 1.23% 0.97% 0.89% 0.89%

Loan, Deposit and Fee Growth Yield Operating Leverage

** Excludes the impact of securities gains (losses)

13

Operating leverage led to an all time best efficiency ratio

2Q15 1Q15 4Q14 3Q14 2Q14 Salaries and benefits $23,775 $23,531 $23,075 $21,722 $21,772 Equipment and occupancy 5,878 6,046 5,984 6,477 5,917 Other real estate owned (115) 395 (630) 417 226 Marketing and business development 1,186 960 1,208 946 1,065 Supplies and postage 731 649 717 570 544 Intangible amortization 227 227 236 236 238 Merger related expense 59

• Other expenses

5,006 5,023 3,801 3,992 4,140 Total noninterest expense 36,747 36,831 $34,391 $34,360 $33,902 Efficiency ratio 51.1% 52.8% 53.2% 55.0% 56.7% Core noninterest expense ** $36,324 $36,436 $35,021 $33,943 $33,676 Total Assets (Quarterly Average) $6,319,712 $6,102,523 $5,855,421 $5,752,776 $5,673,615 Expense/Total Average Assets 2.33% 2.45% 2.33% 2.37% 2.40% Core Noninterest Expense**/Total Average Assets 2.31% 2.42% 2.37% 2.34% 2.38%

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

Loan, Deposit and Fee Growth Yield Operating Leverage

The Big Picture

14

5-Year Horizon Q2’ 15 Progress

1. Expand CRE asset class   Built critical infrastructure for commercial real estate, with four critical hires onboard  Refocused residential construction lending unit with three critical hires  Volumes and loan pipelines are building rapidly 2. Expand to Tennessee’s other urban markets a) Chattanooga  b) Memphis   On track to close CapitalMark acquisition in 3Q15  On track to close Magna acquisition in 3Q15  Lift out of 11 long-time Memphis bankers 3. Increase assets to > $10B Post-merger assets projected at > $8B Recruitment of 12 revenue producers year-to-date in Nashville and Knoxville 4. Increase capital allocation to fee businesses that can drive shareholder value   Investment in BHG is projected to yield at least 9% EPS accretion  PNFP Capital Markets leadership on board. Meaningful growth in client swap income. FINRA broker dealer expected to be operational in a few months after required regulatory approvals are secured 5. Continued focus on bottom line results   ROA of 1.44% - ROATE of 15.39% - Efficiency of 51.1%  Record earnings; $0.64 EPS

PNFP is executing its long-term growth plan

15

“The main thing is to keep the main thing the main thing” – Stephen Covey

The Big Picture

Pinnacle Financial Regional C Regional B Regional A National A 10% 15% 20% 25% 30% 35% 40% 45% 50% 55% 60% 65% 70% 75% 80% Customer Penetration (%) Excellent Client Satisfaction (%)

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: 2015 Greenwich Associates Market Tracking Program (Pinnacle Financial - Nashville & Knoxville - $5-500MM - R4Q Q1 2015).

Q&A –

Second Quarter 2015 Investor Call

16

Supplemental Information

Second Quarter 2015 Investor Call

17

Supplemental Information

18

Chart

• Balance Sheet

18

• Asset Quality

29

• Income Statement

34

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

Balance Sheet Supplemental Information

19

Loan portfolio well diversified

Balance Sheet

20

Amts. 2Q15 %’s(*) 2Q15 Amts. 1Q15 %’s(*) 1Q15 Amts. 2Q14 %’s(*) 2Q14 Amts. 2Q13 %’s(*) 2Q13

C&D and Land $372.0 7.7% $324.5 7.0% $292.9 6.8% $298.5 7.6% Consumer RE 740.6 15.3% 723.9 15.6% 698.5 16.2% 697.5 17.7% CRE – Owner Occ. 807.0 16.7% 767.3 16.5% 702.9 16.3% 647.1 16.5% CRE – Investment 672.6 13.9% 609.8 13.1% 583.9 13.5% 567.7 14.5% Other RE loans 192.2 4.0% 183.6 4.0% 170.6 4.0% 94.1 2.4% Total real estate 2,784.4 57.6% 2,609.1 56.2% 2,448.7 56.8% 2,304.9 58.7% C&I 1,819.6 37.7% 1,810.8 39.0% 1,697.6 39.3% 1,504.1 38.3% Other loans 226.4 4.7% 225.4 4.9% 169.2 3.9% 116.4 3.0% Total loans $4,830.4 100.0% $4,645.3 100.0% $4,315.6 100.0% $3,925.4 100.0%

(*) as a percentage of total loans

(*) as a percentage of total loans

Balance Sheet

21

Construction portfolio reflects quality growth

Amts. 2Q15 %’s(*) 2Q15 Amts. 1Q15 %’s(*) 1Q15 Amts. 2Q14 %’s(*) 2Q14 Amts. 2Q13 %’s(*) 2Q13 Residential – Spec $48.4 1.0% $39.0 0.8% $35.6 0.8% $21.1 0.5% Residential – Custom 44.9 0.9% 36.0 0.8% 36.2 0.8% 22.2 0.6% Residential – Condo 3.3 0.1% 2.4 0.1% 1.0 0.0% 3.8 0.1% Commercial Construct. 154.2 3.2% 143.7 3.1% 98.3 2.3% 118.5 3.0% Land Dev– Residential 72.8 1.5% 64.3 1.4% 61.9 1.4% 52.4 1.3% Land Dev – Commercial 47.3 1.0% 37.9 0.8% 58.8 1.4% 79.2 2.0% Land – Unimproved 1.0 0.0% 1.1 0.0% 1.1 0.0% 1.3 0.0% Total C&D $371.9 7.7% $324.4 7.0% $292.9 6.8% $298.5 7.6%

Balance Sheet

Basis: Classification based on NAIC sector as of June 30, 2015

The C&I loan portfolio is highly diversified

22

Accomodation and Food Services, 5.1% Administrative & Support & Waste Management & Remediation Services, 3.3% Arts, Entertainment & Recreation, 1.2% Construction, 4.9% Consumer, 7.3% Educational Services, 2.0% Finance & Insurance, 8.7% Healthcare & Social Assistance, 15.2% Information, 2.7% Management of Companies & Enterprises 0.3% Manufacturing, 8.2% Mining, Quarrying, & Oil & Gas Extraction, 0.03% Other Services (except Public Administration), 2.6% Professional, Scientific & Technical Services, 4.3% Public Administration, 4.3% Real Estate & Rental & Leasing, 9.3% Retail Trade, 6.3% Transportation & Warehousing, 7.6% Utilities, 0.09% Wholesale Trade, 6.6%

$0 $100 $200 $300 $400 $500

Loan Volumes ($ millions)

Quarterly Pay Offs/ Pay Downs

23

Source: Pinnacle internal records. New loans include new fundings to new and existing clients as well as net changes in lines of credit. Pay

• ffs and pay downs include amortization and pay offs of existing loans.

Balance Sheet

$0 $100 $200 $300 $400 $500 $600 $700

Loan Volumes ($ millions)

Quarterly New Loan Originations

$0 $50 $100 $150 $200

Loan Volumes ($ millions)

Quarterly Net Loan Growth

$- $100 $200 $300 $400 $500

Loan Volumes ($ millions)

Annual Net Loan Growth

$446 $434 $421 $242

Consistent loan growth despite significant payoff headwinds

Balance Sheet

24

PNFP maintains limited dependence on non-relationship funding

6/30/2015 Percent 6/30/2014 Percent Core Funding: Non-interest bearing deposits 1,473,086 26.14% 1,324,358 26.58% Interest-bearing deposits 1,051,908 18.67% 887,319 17.81% Money Market accounts 1,784,004 31.66% 1,671,108 33.54% Time deposits less than $250,000 299,650 5.32% 362,960 7.29% Total Core Funding 4,608,648 81.79% 4,245,745 85.23% Relationship based non-core funding: Reciprocal NOW deposits 19,525 0.35% 13,257 0.27% Reciprocal MMDA deposits 247,798 4.40% 279,128 5.60% Time deposits Reciprocal time deposits 44,813 0.80% 38,141 0.77% Other time deposits 72,826 1.29% 75,242 1.51% Securities sold under agreements to repurchase 61,549 1.09% 62,273 1.25% Total relationship based non-core funding 446,511 7.92% 468,041 9.40% Wholesale funding: Time deposits greater than $250,000 Public funds

• 0.00%
• 0.00%

Brokered deposits

• 0.00%
• 0.00%

FHLB advances 445,345 7.90% 170,556 3.42% Federal funds purchased

• 0.00%
• 0.00%

Other borrowings 51,432 0.91% 14,932 0.30% Subordinated debt 82,476 1.46% 82,476 1.66% Total wholesale funding 579,253 10.28% 267,964 5.38% Total non-core funding 1,025,764 18.21% 736,005 14.77% Totals 5,634,413 100.00% 4,981,750 100.00%

$957 $959 $1,000 $975 $1,009 $1,054 $1,055 $1,138 $1,105 $1,166 $1,190 $1,216 $1,247 $1,349 $1,375 $1,376 $1,440 $1,538 $747 $715 $685 $779 $808 $787 $815 $865 $941 $926 $989 $1,024 $1,028 $1,046 $1,131 $1,177 $1,221 $1,372 56.15% 52.85%

30% 35% 40% 45% 50% 55% 60% $0 $500 $1,000 $1,500 $2,000 $2,500 $3,000

Funded % Total Commitments

(millions)

Net active balance Unfunded Commitments Funded %

Line commitments are up 31.2% over 2Q14 but utilization remains low

25

Note: Excludes HELOCS and credit cards

Balance Sheet

26

Balance Sheet

The securities book is maintained at a minimal level

3.58% 2.56% 20.75% 13.24% 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 Avg. Assets

Conservative bond portfolio

Balance Sheet

27

Portfolio: June 30, 2015

Total Investments $840.0 million Unrealized Gain (Loss) $8.3 million QTD Purchases $116.8 million QTD Sales $33.8 million Duration Avg Yield - TE 2Q15 2.9% 2.6% 1Q15 2.9% 2.8% 4Q14 2.8% 2.8% 3Q14 3.0% 2.9% 2Q14 3.1% 2.9% 1Q14 3.5% 3.0% 15.5% 1.3% 48.4% 5.5% 8.5% 20.8%

Agency Corporates MBS Asset Backed CMOs Municipals

As of 6/30/2015 Book Yield Avg Life (yrs) Agency 2.22% 8.2 Asset Backed 1.26% 4.8 Corporates 4.21% 3.5 CMOs 1.51% 4.2 MBS 2.31% 4.5 Municipals 4.63% 3.6 Total 2.56% 4.8

• Investment portfolio at $840 million, up $69

million vs Dec 2014 – MBS sector at 46% of portfolio

• Duration trending downward with minimal

dilution in overall yields

• Purchases focused on reducing extension risk
• Investments to Total Assets of 12.9% as of 6/30

75% 25% Muni Allocation % General Obligation Bonds Revenue Bonds

The municipal portfolio contains minimal risk

Balance Sheet

28 Location # of Issuances Market Value % Tennessee 56 $33,440 20.2% Michigan 7 3,778 2.3% Illinois 20 15,124 9.2% Other – 30 states 145 112,814 68.3% Totals 228 $165,156 100.0% As of June 30, 2015 Municipal Bond Portfolio Statistics 2Q15 2Q14 Weighted Average Life 3.6 years 3.4 years Tax equivalent yield 4.63% 4.61% FMV as % of Cost 104.7% 104.9%

All municipals are “A” rated or better.

29

Balance Sheet

9.18% 8.75% 9.03% 8.96% 9.27% 9.31% 9.52% 9.64% 9.53% 9.50%

12.41% 15.39% 0.00% 2.00% 4.00% 6.00% 8.00% 10.00% 12.00% 14.00% 16.00% 18.00% 5.00% 6.00% 7.00% 8.00% 9.00% 10.00% 1Q13 2Q13 3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 1Q15 2Q15

Return on Tangible Common Equity Tangible Common Ratio

Tangible Common Equity Ratio ROTCE

Elevated tangible common is available for deployment

Supplemental Information

Asset Quality

30

31

Past due loans remain very low

Asset Quality

(*) > 30 days past due

(000’s) June 30, 2015 As a % of total loans

• Mar. 31,

2015 As a % of total loans June 30, 2014 As a %

• f total

loans Past Due Loans (*) Nonaccrual loans $ 5,991 0.12% $ 3,394 0.07% $4,958 0.11% Accruing loans 18,117 0.38% 15,745 0.34% 19,211 0.45% Total past due $24,108 0.50% $19,139 0.41% $24,169 0.56%

32

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

Asset Quality

(000’s) PNFP NPLs and >90 days

June 30, 2015 As a % of total loans

• Mar. 31,

2015 As a % of total loans June 30, 2014 As a % of total loans

• Const. and land development

$3,454 0.07% $ 3,636 0.08% $978 0.33% CRE – Owner Occupied 3,546 0.07% 5,423 0.12% 7,033 1.00% CRE – Investment 2,000 0.04% 1,971 0.04%

• 0.00%

Total real estate 13,680 0.28% 15,513 0.33% 14,251 0.58% C&I 1,191 0.02% 1,975 0.04% 1,438 0.08% Total loans $18,033 0.37% $18,524 0.40% $16,326 0.38% NPLs Expressed as a % of Total Loans within each Category

33

Asset Quality

Classified assets remain low

(in thousands) Balances June 30, 2015 Balances

• Mar. 31, 2015

Balances June 30, 2014 Classified loans and ORE:

• Substandard commercial loans

$107,359 $110,005 $95,007

• Doubtful commercial loans
• Other impaired loans

7,428 5,563 5,723

• 90 days past due and accruing (*)

483 1,609 649

• Other real estate

6,793 8,441 12,946

• Other repossessed assets

1,446 1,486 234 Total $123,508 $127,104 $114,560 Pinnacle Bank classified asset ratio 19.0% 20.3% 18.1%

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

• Largest ORE balance - $4.1M

* Excludes an estimate for costs to sell

34

Asset Quality

(dollars in thousands) Balances June 30, 2015 Fair value as a % of book value* Average Appraisal Age in Months ORE categories: Developed lots $ -

• Undeveloped land

414 130.1% 4.52 Other 6,378 140.8% 6.77 Total ORE $6,792 140.1% 6.45 (dollars in thousands) Balances June 30, 2015 Near-term liquidation (1) Active Projects (2) Other Properties (3) ORE categories: Developed lots $ - $ - $ - $ - Undeveloped land 414 414

• Other

6,378

• 5,526

852 Total ORE $ 6,792 $ 414 $ 5,526 $ 852

(1) Market indications are that property will liquidate within 6 months (2) Various properties with reasonable activity or anticipated absorption such that liquidation should be realized within 24 months (3) Other properties likely requiring a speculative investor with longer-term workout potential

Current OREO valuations appear reasonable

Income Statement Supplemental Information

35

Income Statement

Mortgage volumes experience growth in “refinancing” transactions

36 1.59% 2.72% 1.25% 1.50% 1.75% 2.00% 2.25% 2.50% 2.75% 3.00% 20,000 40,000 60,000 80,000 100,000 120,000 140,000 Purchase Money Refinance Gross fees as a % of loans originated

Income Statement

37 2Q15 1Q15 4Q14 3Q14 2Q14 Net interest income $51,831 $51,269 $50,313 $49,537 $47,226 Total non-interest income $20,128 $18,493 $14,384 $12,888 $12,598 Less: Securities (gains) losses (556) (6)

• (29)
• Non-interest income, excluding the impact of net gains

(losses) on sale of investment securities $19,572 $18,487 $14,384 $12,859 $12,598 Total non-interest expense $36,747 $36,831 $34,391 $34,360 $33,902 Less: ORE expenses 115 (395) 630 (417) (226) FHLB prepayment charges 479

• Merger related expenses

59

• Non-Interest expense, excluding ORE expense

$36,324 $36,436 $35,021 $33,943 $33,672 Adjusted pre-tax pre-provision income $34,970 $33,320 $29,676 $28,453 $26,148 Efficiency ratio, excl. ORE and securities gains and losses 51.1% 52.2% 54.1% 54.4% 56.3%

PNFP efficiency ratio reflects excellent operating leverage

Pinnacle Financial Partners Profile Supplemental Information

38

PNFP Profile

39

Headquarters: Nashville, TN Founded: 2000 Total assets: $ 6.516 Billion (6/30/15) Shareholders’ equity: $ 841.4 Million (6/30/15) Offices: 29 in 8 Middle-TN counties 5 in Knox County

• Avg. daily trading volume **: 160,564 shares

% Institutional ownership: 71.81% (3/31/14)

Recently announced acquisitions will position firm in four great banking markets

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

PNFP Profile

40

CapitalMark

• Founded in 2007
• 4 branches strategically located in key TN markets
• Seasoned management team with long-standing,

in-market customer relationships

• Commercial business model
• Strong financial performance

Source: SNL Financial; Company Documents

Transactions provide expansion to Chattanooga/Cleveland/Oak Ridge/ Memphis

PNFP CapitalMark Magna

Magna

• Founded in 1999
• 5 branches located in the final strategic

Tennessee market untapped by PNFP

• Experienced management team with extensive

local relationships

• Commercial business model with impressive

non-interest income generation

• Strong financial performance momentum

PNFP Profile

41

Name Title Age Years in Banking Industry Years at Pinnacle

• M. Terry Turner

President and Chief Executive Officer 60 36 15 Robert A. McCabe, Jr. Chairman of the Board 65 38 15 Hugh M. Queener Chief Administrative Officer 59 39 15 Harold R. Carpenter, Jr. Chief Financial Officer 55 32 15

• J. Harvey White

Chief Credit Officer/ Knoxville Regional Executive 65 40 6 Joanne B. Jackson Manager, Client Services Group 57 39 15

• D. Kim Jenny

Risk Management Officer 60 40 9 William S. Jones Rutherford County Area Executive 55 32 9*

• J. Edward White

Manager, Client Advisory Group 62 40 15 Missy Wallen Knoxville Chairman 61 42 ** Mike Distefano Knoxville President 53 29 8

* - Mr. Jones was an executive with an entity acquired by Pinnacle in 2006. ** - Mrs. Wallen joined Pinnacle in July 2014.

PNFP has an extraordinarily experienced management team

PNFP Profile

• Pinnacle Financial Partners (PNFP)
• 1st Source Corporation (SRCE)
• Brookline Bancorp, Inc. (BRKL)
• Columbia Banking System, Inc.

(COLB)

• CVB Financial Corp. (CVBF)
• Eagle Bancorp, Inc. (EGBN)
• First Busey Corporation (BUSE)
• First Financial Bancorp. (FFBC)
• Flushing Financial Corp (FFIC)
• Independent Bank Corp. (INDB)
• National Penn Bancshares, Inc.

(NPBC)

• Old National Bancorp (ONB)
• Sandy Springs Bancorp, Inc. (SASR)
• South State Bank (SSB)
• Sterling Bancorp (STL)
• TowneBank (TOWN)
• Union First Market Bkshs Co (UBSH)
• ViewPoint Financial Group, Inc.

(VPFG)

• Westamerica Bancorporation

(WABC)

• Western Alliance Bancorporation

(WAL)

42

PNFP compares favorably to high performing peers

PNFP Profile

43 Nashville-Davidson-Rutherford MSA Knoxville MSA

Top 10 Market Share Rank Holding Company Market Share 6/30/14 Market Share 6/30/00 (1) Change in Share Top 10 Market Share Rank Holding Company Market Share 6/30/14 Market Share 6/30/07 (1) Change in Share 4 Pinnacle Financial Partners 9.36% 1.70% 7.66% 6 Pinnacle Financial Partners 3.45% 0.00% 3.45% 6 US Bank 3.63% 0.30% 3.33% 5 Branch Banking and Trust 7.96% 6.70% 1.26% 10 CapStar Bank 1.98% 0.00% 1.98% 10 Clayton Bank and Trust 1.72% 1.20% 0.52% 5 First Horizon 6.46% 4.80% 1.66% 7 Bank of America 2.25% 2.20% 0.05% 7 Fifth Third 3.40% 2.40% 1.00% 9 Citizens of Blount County 1.80% 2.20%

• 0.40%

8 Wilson County B & T 3.39% 2.50% 0.89% 8 First National 2.16% 3.20%

• 1.04%

9 Wells Fargo 3.03% 2.20% 0.83% 4 Home Federal Bank of TN 10.89% 12.40%

• 1.51%

1 Bank of America 15.55% 15.10% 0.45% 2 SunTrust 16.16% 18.10%

• 1.94%

3 SunTrust 12.37% 19.70%

• 7.33%

1 First Horizon 18.19% 20.80%

• 2.61%

2 Regions 15.19% 30.50%

• 15.31%

3 Regions 14.68% 17.80%

• 3.12%

Other 25.64% 20.80% 4.84% Other 20.74% 15.40% 5.34% Total 100% 100% Total 100% 100%

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

Source: FDIC Summary of Deposits 2014; 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.

Economic & Market Conditions Supplemental Information

44

PNFP operates in advantaged markets

45

Source: SNL Financial Note: Deposit data as of June 30, 2014

Tennessee Market Demographics 2014-2020E 2014-2020E Top 20 MSAs Total Deposits ($Ms) Current Population (000s) Population Growth (%) Current Median HHI ($) Median HHI Growth (%) Nashville-Davidson-Murfreesboro-Franklin 44,071 1,801 8.70% 53,022 12.60% Memphis 23,722 1,347 1.62% 47,676 11.70% Knoxville 14,748 860 3.61% 44,852 6.79% Chattanooga 8,505 548 4.60% 46,432 19.91% Kingsport-Bristol-Bristol 4,283 309 0.77% 41,448 10.69% Clarksville 3,264 275 0.00% 46,842 7.27% Johnson City 2,764 202 2.15% 40,694 13.95% Sevierville 2,059 95 6.56% 42,698 1.83% Cookeville 2,039 108 2.47% 34,134 14.91% Jackson 2,029 131 1.99% 44,490 26.05% Cleveland 1,572 120 4.22% 39,436 7.79% Morristown 1,407 116 2.40% 39,794 8.13% Tullahoma-Manchester 1,402 101 2.98% 39,900 2.32% Crossville 950 58 4.75% 38,509 7.34% Greeneville 890 68

• 1.37%

35,810 21.76% Athens 853 52 0.72% 39,571 17.44% McMinnville 796 40 2.34% 33,534 1.63% Dyersburg 658 38 0.66% 42,449 16.55% Shelbyville 585 46 4.59% 42,869 15.30% Lawrenceburg 579 42 0.38% 39,606 21.72% Tennessee 122,070 6,563 3.54% 45,247 6.52% United States 9,079,331 319,460 3.52% 53,706 6.68%

PNFP operates in advantaged markets

46 TENNESSEE

• Report puts Tennessee at No. 8 in the top 10 states for fiscal health in the nation

Mercatus Center, George Mason University

• Tennessee receives Golden Shovel Award; named one of best states for economic development

Area Development

• America’s CEOs rate Tennessee fourth place in best states for business

Chief Executive magazine

• Tennessee named the fourth most competitive state in the U.S. for economic development

Site Selection 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 second quarter of 2015:

• Nashville’s housing recovery strongest in the nation

SmartAsset.com

• Nashville the fastest-growing new home sale market in the U.S.

CoreLogic

• Nashville’s white-collar employment boom among biggest in country

Forbes 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 second quarter of 2015 includes:

• Knoxville named one of best cities to relocate to

Huffington Post

• A recent signing ceremony marked the formal launch of the Institute for Advanced Composites

Knoxville News Sentinel Manufacturing Innovation, a $295 million project to develop East Tennessee into an advanced manufacturing hub

PNFP operates in advantaged markets

47 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 named the 7th “Best City to Start a Business

WalletHub

• Memphis ranked No. 18 in “25 Best Cities for Jobs” list

Glassdoor 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 Chamber Named a “Best to Invest” Top Economic Development Group

Site Selection

• Volkswagen Chattanooga expansion named a “Top North American Deal” with an investment by

Site Selection the company of $600 million and the creation of more than 2,000 jobs

48

PNFP operates in advantaged markets

Rapid job growth occurring in all four markets

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

800,000 749,100 900,500 650,000 700,000 750,000 800,000 850,000 900,000 950,000

Nashville MSA Nonfarm Payrolls- SA (thru May 2015)

375,100 353,700 387,200 330,000 340,000 350,000 360,000 370,000 380,000 390,000

Knoxville MSA Nonfarm Payrolls- SA (thru May 2015)

248,500 225,300 245,600 210,000 215,000 220,000 225,000 230,000 235,000 240,000 245,000 250,000 255,000

Chattanooga MSA Nonfarm Payrolls- SA (thru May 2015)

643,400 588,900 619,700 560,000 570,000 580,000 590,000 600,000 610,000 620,000 630,000 640,000 650,000

Memphis MSA Nonfarm Payrolls- SA (thru May 2015)

49

PNFP operates in advantaged markets

Rapid job growth leads to rapid real estate absorption

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

Nashville Home Sales

2Q15 1Q15 2Q14 % Change

• Avg. Qtrly.

Median Home Price $233.3 $214.5 $212.2 9.9% Quarterly Closings 8,524 5,599 7,541 13.0% Quarter end Inventory 9,179 8,235 10,553 (13.0%) Months of Inventory* 2.9 3.6 3.8 (24.6%)

*: Calculated as quarter end inventory divided by monthly closings

0.00 2.00 4.00 6.00 8.00 10.00 12.00

Unemployment Rates Seasonally Adjusted (thru May 2015) Nashville Knoxville Chattanooga Memphis US Knoxville (April/May) Chattanooga Memphis

2Q15 2Q15 2Q15

• Avg. Qtrly. Median

Home Price $165.6 $154.1 $125.0 Quarterly Closings 2,445 1,614 4,315 Quarter end Inventory 9,274 4,378 6,085 Months of Inventory* 3.8 2.7 1.4

Nashville’s commercial vacancy rates indicate a healthy market

**Costar thru 2Q15 ***REIS thru 4Q09

PNFP Operates in Advantaged Markets

50 Nashville CRE Vacancy Rates National CRE Vacancy Rates 2Q 2015(**) YE 2014 (**) YE 2013 (**) YE 2012 (**) YE 2011 (**) YE 2010 (**) YE 2009 (***) YE 2008 (***) 2Q 2015 (**) Industrial / Warehouse 6.3% 7.1% 8.7% 9.1% 10.1% 10.2% 10.6% 9.6% 6.8% Multifamily** 5.2% 8.1% 7.9% 7.0% 6.6% 6.7% 9.6% 7.6% 4.4% Retail 6.2% 6.4% 7.3% 7.0% 7.3% 6.7% 8.1% 6.3% 5.9% Office 5.8% 6.7% 7.9% 8.5% 9.7% 10.6% 12.7% 10.5% 10.8%

Retail 13.6% Office 8.1%

Warehouse

7.3% Own/Occ 48.3% Other 22.8%

PNFP CRE Portfolio*

*: As of 6/30/15

Second Quarter 2015 Investor Call

• M. Terry Turner, President and CEO

Harold R. Carpenter, EVP and CFO July 22, 2015