PINNACLE FINANCIAL PARTNERS INC - FORM 8-K - EX-99.1 - EXHIBIT 99.1

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8-K - PINNACLE FINANCIAL PARTNERS INC. 8-K 1-22-14 - PINNACLE FINANCIAL PARTNERS INC	form8-k.htm
EX-99.2 - EXHIBIT 99.2 - PINNACLE FINANCIAL PARTNERS INC	exhibit99_2.htm

FOR IMMEDIATE RELEASE

	MEDIA CONTACT:	Nikki Klemmer, 615-743-6132
	FINANCIAL CONTACT:	Harold Carpenter, 615-744-3742
	WEBSITE:	www.pnfp.com

PNFP REPORTS FULLY DILUTED EPS UP 29.4% OVER SAME QUARTER LAST YEAR

Loans up 11.6% over same quarter last year

NASHVILLE, Tenn., Jan. 21, 2014 – Pinnacle Financial Partners, Inc. (Nasdaq/NGS: PNFP) today reported net income per diluted common share of $0.44 for the quarter ended Dec. 31, 2013, compared to net income per diluted common share of $0.34 for the quarter ended Dec. 31, 2012, an increase of 29.4 percent. Net income per diluted common share was $1.67 for the year ended Dec. 31, 2013, compared to net income per diluted common share of $1.10 for the year ended Dec. 31, 2012, an increase of 51.8 percent.

Included in 2013 results were net reductions approximating $0.05 in earnings per share consisting of an $877,000 charge due to a Federal Home Loan Bank advance restructuring in the first quarter of 2013 and $1.47 million in net losses on sales of investment securities that occurred during the first three quarters of 2013.

"Our 2013 results represent another remarkable year for our shareholders and associates," said M. Terry Turner, Pinnacle's president and chief executive officer. "Loans increased more than $432 million during 2013, an 11.6 percent increase over last year. Our fourth quarter 2013 average noninterest bearing deposit balances increased 20.5 percent from last year's fourth quarter average balances, indicating that our deposit franchise continues to grow and gain momentum in two very attractive banking markets. We had a very successful recruiting year as we attracted several of the best bankers and investment professionals to our firm in 2013. Lastly, we initiated our quarterly cash dividend program in the fourth quarter of 2013. All of these factors give me great confidence in our ability to accomplish our targeted growth and profitability objectives in 2014 while continuing to enhance shareholder value."

GROWING THE CORE EARNINGS CAPACITY OF THE FIRM:

Loans at Dec. 31, 2013 were a record $4.144 billion, an increase of $432.3 million from Dec. 31, 2012, reflecting year-over-year growth of 11.6 percent. Loan growth during the fourth quarter was $175.2 million compared to $43.9 million in the third quarter of 2013 and $187.0 million in the same quarter last year.

Average balances of noninterest bearing deposit accounts were $1.179 billion in the fourth quarter of 2013, up 7.2 percent from the third quarter of 2013 and up 20.5 percent over the same quarter last year.

Revenues (excluding securities gains and losses) for the quarter ended Dec. 31, 2013 were a record $57.5 million, an increase from $57.4 million in the third quarter of 2013 and up 7.7 percent over the $53.4 million for the same quarter last year.

The firm's efficiency ratio for the quarter ended Dec. 31, 2013 was 56.8 percent compared to 59.5 percent in the third quarter of 2013 and 63.0 percent for the same quarter last year.

"I continue to be very impressed with the effectiveness of our client contact associates," Turner said. "Their ability to know and meet the needs of their current clients as well as attract new clients is providing the kind of operating leverage necessary to achieve our long-term profitability targets. Despite an economic landscape that yields only modest opportunities for net loan growth, we continue to take market share from larger competitors and believe that will be the case throughout 2014 as these associates continue to build their books of business in Nashville and Knoxville."

OTHER FOURTH QUARTER 2013 HIGHLIGHTS:

Revenue growth

Net interest income for the quarter ended Dec. 31, 2013 was $45.0 million, compared to $44.6 million in the third quarter of 2013 and $42.2 million for the fourth quarter of 2012. Net interest income for the fourth quarter of 2013 was up 6.5 percent year-over-year and is at its highest quarterly level since the firm's founding in 2000.

§	Consistent with previously disclosed expectations, the firm's net interest margin decreased to 3.70 percent for the quarter ended Dec. 31, 2013, down from 3.72 percent last quarter and 3.80 percent for the quarter ended Dec. 31, 2012.

Noninterest income for the quarter ended Dec. 31, 2013 was $12.5 million, compared to $11.4 million for the third quarter of 2013 and $13.1 million for the same quarter last year. Excluding securities gains and losses in each period, noninterest income was up 12.3 percent over the same quarter last year.

§	Wealth management revenues, which include investment services, insurance and trust fees, were $4.40 million during the fourth quarter of 2013, compared to $3.91 million during the third quarter of 2013 and $3.96 million during the fourth quarter of 2012.

Gains on mortgage loans sold, net of commissions, were $1.11 million during the fourth quarter of 2013, compared to $1.33 million during the third quarter of 2013 and $1.77 million during the fourth quarter of 2012.

Other noninterest income for the fourth quarter of 2013 increased by $1.47 million over the fourth quarter of 2012.

"We are pleased that 2013 total revenues grew 7.7 percent over 2012," said Harold R. Carpenter, Pinnacle's chief financial officer. "Given that our revenue growth is all organic, we believe that increase will compare favorably to other peer banks. Also, primarily due to our ability to produce meaningful net loan growth, we continued our track record for growing net interest income despite some shrinkage in the net interest margin. That said, we believe our net interest margin should remain between 3.70 and 3.80 percent in 2014."

Noninterest and income tax expense

Noninterest expense for the year ended Dec. 31, 2013 was $129.3 million, compared to $138.2 million for the prior year. Noninterest expense for 2013, excluding other real estate expenses and FHLB restructuring charges, was $125.3 million, representing only a 0.6 percent increase over 2012. Noninterest expense for the quarter ended Dec. 31, 2013 was $32.6 million, compared to $33.3 million in the third quarter of 2013 and $34.9 million in the fourth quarter of 2012.

Salaries and employee benefits costs were up from the third quarter of 2013 by approximately $485,000 and by $1.94 million from the fourth quarter of 2012.

Other real estate expenses were $302,000 in the fourth quarter of 2013, compared to $700,000 in the third quarter of 2013 and $1.36 million in the fourth quarter of 2012.

o	Income tax expense was $7.27 million for the fourth quarter of 2013, compared to $7.31 million in the third quarter of 2013 and $6.28 million in the fourth quarter of 2012. The effective tax rate for 2013 is 32.8 percent compared to 33.0 percent in 2012.

"We are pleased to report that our expenses, excluding other real estate expenses and FHLB restructuring charges, ended the year at $125.3 million, representing only a 0.6 percent increase over 2012, further validating our ability to grow our revenues without significant incremental costs," Carpenter said. "This represents a significant effort by the operational leaders and associates throughout our firm. As we move forward into 2014, as has been our strategy for the past two years, we will remain diligent on expense containment while continuing to focus on growing the core revenue capacity of our firm.

"We expect our expense base in 2014 to increase slightly over our fourth quarter run rate due to the usual merit raises that occur in the first part of each year. Also, we intend to continue hiring new revenue-producing associates in 2014, as we have throughout the history of the firm. We believe we have built a very effective platform going into 2014 that should allow our firm to achieve an enhanced level of profitability, consistently operating within or better than the target ranges for each of the key operating metrics we began discussing two years ago."

Asset Quality

Nonperforming assets declined by $2.10 million from Sept. 30, 2013, a linked-quarter reduction of 5.92 percent and the 14th consecutive quarterly reduction. Nonperforming assets were 0.80 percent of total loans and ORE at Dec. 31, 2013, compared to 1.11 percent at Dec. 31, 2012 and 0.89 percent at Sept. 30, 2013.

Classified assets as a percentage of Pinnacle Bank's Tier 1 capital plus allowance were 18.5 percent at Dec. 31, 2013, compared to 20.6 percent at Sept. 30, 2013 and 29.4 percent at Dec. 31, 2012.

Allowance for loan losses represented 1.64 percent of total loans at Dec. 31, 2013, compared to 1.70 percent at Sept. 30, 2013 and 1.87 percent at Dec. 31, 2012. The ratio of the allowance for loan losses to nonperforming loans increased to 373.8 percent at Dec. 31, 2013, from 336.6 percent at Sept. 30, 2013 and 304.2 percent at Dec. 31, 2012.

Net charge-offs were $1.54 million for the quarter ended Dec. 31, 2013, compared to $2.10 million for the third quarter of 2013 and $2.16 million for the quarter ended Dec. 31, 2012. Annualized net charge-offs for the quarter ended Dec. 31, 2013 were 0.15 percent compared to 0.24 percent for the quarter ended Dec. 31, 2012. Net charge-offs for the year ended Dec. 31, 2013 were 0.24 percent.

Provision for loan losses decreased from $2.49 million for the fourth quarter of 2012 to $2.23 million for the fourth quarter of 2013.

WEBCAST AND CONFERENCE CALL INFORMATION

Pinnacle will host a webcast and conference call at 8:30 a.m. (CST) on Jan. 22, 2014 to discuss fourth quarter 2013 results and other matters. To access the call for audio only, please call 1-877-602-7944. For the presentation and streaming audio, please access the webcast on the investor relations page of Pinnacle's website at www.pnfp.com.

For those unable to participate in the webcast, it will be archived on the investor relations page of Pinnacle's website at www.pnfp.com for 90 days following the presentation.

Pinnacle Financial Partners provides a full range of banking, investment, trust, mortgage and insurance products and services designed for businesses and their owners and individuals interested in a comprehensive relationship with their financial institution.

The firm began operations in a single downtown Nashville location in October 2000 and has since grown to $5.6 billion in assets at Dec. 31, 2013. At Dec. 31, 2013, Pinnacle is the second-largest bank holding company headquartered in Tennessee, with 29 offices in eight Middle Tennessee counties and four offices in Knoxville. Additionally, Great Place to Work^®named Pinnacle one of the best workplaces in the United States on its 2013 Best Small & Medium Workplaces list published in FORTUNE magazine. The American Banker also recognized Pinnacle as the best bank to work for in the country.

Additional information concerning Pinnacle, which is included in the NASDAQ Financial-100 Index, can be accessed at www.pnfp.com.

###

Certain of the statements in this release may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words "expect," "anticipate," "goal," "objective," "intend," "plan," "believe," "should," "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 grow 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 other 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; (xiii) any matter that would cause Pinnacle Financial to conclude that there was impairment of any asset, including intangible assets; (xiv) the ability to attract additional financial advisors or to attract customers from other financial institutions; (xv) further deterioration in the valuation of other real estate owned and increased expenses associated therewith; (xvi) inability to comply with regulatory capital requirements, including those resulting from changes to capital calculation methodologies and required capital maintenance levels; (xvii) risks associated with litigation, including the applicability of insurance coverage; (xviii) approval of the declaration of any dividend by Pinnacle Financial's board of directors and, (xix) 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 22, 2013 and Pinnacle Financial's quarterly report on Form 10-Q filed with the Securities and Exchange Commission in 2013. Many of such factors are beyond Pinnacle Financial's ability to control or predict, and readers are cautioned not to put undue reliance on such forward-looking statements. Pinnacle Financial disclaims any obligation to update or revise any forward-looking statements contained in this release, whether as a result of new information, future events or otherwise.

PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS – UNAUDITED

	December 31, 2013			December 31, 2012
ASSETS
Cash and noninterest-bearing due from banks	$	79,785,004		$	51,946,542
Interest-bearing due from banks		124,509,486			111,535,083
Federal funds sold and other		4,644,247			1,807,044
Cash and cash equivalents		208,938,737			165,288,669

Securities available-for-sale, at fair value		693,456,314			706,577,806
Securities held-to-maturity (fair value of $38,817,467 and $583,212 at
December 31, 2013 and 2012, respectively)		39,795,649			574,863
Mortgage loans held-for-sale		12,850,339			41,194,639

Loans		4,144,493,486			3,712,162,430
Less allowance for loan losses		(67,969,693	)		(69,417,437	)
Loans, net		4,076,523,793			3,642,744,993

Premises and equipment, net		72,649,574			75,804,895
Other investments		33,226,195			26,962,890
Accrued interest receivable		15,406,389			14,856,615
Goodwill		243,651,006			244,040,421
Core deposit and other intangible assets		3,840,750			5,103,273
Other real estate owned		15,226,136			18,580,097
Other assets		148,210,975			98,819,455
Total assets	$	5,563,775,857		$	5,040,548,616

LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Noninterest-bearing	$	1,167,414,487		$	985,689,460
Interest-bearing		884,294,802			760,786,247
Savings and money market accounts		1,962,714,398			1,662,256,403
Time		519,049,037			606,455,873
Total deposits		4,533,472,724			4,015,187,983
Securities sold under agreements to repurchase		70,465,326			114,667,475
Federal Home Loan Bank advances		90,637,328			75,850,390
Subordinated debt and other borrowings		98,658,292			106,158,292
Accrued interest payable		792,703			1,360,598
Other liabilities		46,041,823			48,252,519
Total liabilities		4,840,068,196			4,361,477,257

Stockholders' equity:
Preferred stock, no par value; 10,000,000 shares authorized; no shares issued and outstanding		-			-
Common stock, par value $1.00; 90,000,000 shares authorized; 35,221,941 shares and 34,696,597
shares issued and outstanding at December 31, 2013 and 2012, respectively		35,221,941			34,696,597
Additional paid-in capital		550,212,135			543,760,439
Retained earnings		142,298,199			87,386,689
Accumulated other comprehensive (loss) income, net of taxes		(4,024,614	)		13,227,634
Stockholders' equity		723,707,661			679,071,359
Total liabilities and stockholders' equity	$	5,563,775,857		$	5,040,548,616

This information is preliminary and based on company data available at the time of the presentation.

PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME – UNAUDITED

	Three Months Ended				Twelve Months Ended
	December 31,				December 31,
	2013		2012		2013			2012
Interest income:
Loans, including fees	$	42,811,184	$	41,705,546	$	169,252,739		$	160,036,709
Securities
Taxable		3,644,318		3,574,460		14,504,464			16,931,417
Tax-exempt		1,636,905		1,604,162		6,378,345			6,576,701
Federal funds sold and other		312,119		318,900		1,146,867			1,876,731
Total interest income		48,404,526		47,203,068		191,282,415			185,421,558

Interest expense:
Deposits		2,644,630		3,730,199		11,721,387			16,842,852
Securities sold under agreements to repurchase		34,535		85,094		238,775			455,499
Federal Home Loan Bank advances and other borrowings		756,896		1,144,741		3,423,617			5,258,749
Total interest expense		3,436,061		4,960,034		15,383,779			22,557,100
Net interest income		44,968,465		42,243,034		175,898,636			162,864,458
Provision for loan losses		2,225,114		2,487,938		7,856,522			5,568,830
Net interest income after provision for loan losses		42,743,351		39,755,096		168,042,114			157,295,628

Noninterest income:
Service charges on deposit accounts		2,739,076		2,622,709		10,557,528			9,917,754
Investment services		2,394,735		2,050,708		8,038,425			6,984,970
Insurance sales commissions		1,014,720		1,045,459		4,537,150			4,461,404
Gain on mortgage loans sold, net		1,113,000		1,768,428		6,243,411			6,698,618
Investment gains and losses on sales and impairments, net		-		1,987,872		(1,466,475	)		2,150,605
Trust fees		991,162		863,234		3,747,241			3,195,950
Other noninterest income		4,235,528		2,769,456		15,446,298			9,987,335
Total noninterest income		12,488,221		13,107,866		47,103,578			43,396,636

Noninterest expense:
Salaries and employee benefits		21,494,178		19,556,285		82,646,967			78,056,564
Equipment and occupancy		5,543,380		5,202,436		21,273,454			20,420,333
Other real estate expense		302,267		1,364,495		3,113,046			11,544,067
Marketing and other business development		1,140,233		1,276,050		3,638,941			3,635,810
Postage and supplies		559,362		562,805		2,249,950			2,379,730
Amortization of intangibles		246,676		683,430		1,262,524			2,738,994
Other noninterest expense		3,350,488		6,205,765		15,076,332			19,389,368
Total noninterest expense		32,636,584		34,851,266		129,261,214			138,164,866
Income before income taxes		22,594,988		18,011,696		85,884,478			62,527,398
Income tax expense		7,274,394		6,281,538		28,158,277			20,643,517
Net income		15,320,594		11,730,158		57,726,201			41,883,881
Preferred dividends		-		-		-			1,660,868
Accretion on preferred stock discount		-		-		-			2,153,172
Net income available to common stockholders	$	15,320,594	$	11,730,158	$	57,726,201		$	38,069,841

Per share information:
Basic net income per common share available to common stockholders	$	0.45	$	0.35	$	1.69		$	1.12
Diluted net income per common share available to common stockholders	$	0.44	$	0.34	$	1.67		$	1.10

Weighted average shares outstanding:
Basic		34,355,691		33,960,664		34,200,770			33,899,667
Diluted		34,765,424		34,527,479		34,509,261			34,487,808

This information is preliminary and based on company data available at the time of the presentation.

PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
SELECTED QUARTERLY FINANCIAL DATA – UNAUDITED


(dollars in thousands)	December			September			June			March			December			September
(dollars in thousands)	2013			2013			2013			2013			2012			2012

Balance sheet data, at quarter end:
Commercial real estate - mortgage loans	$	1,383,435			1,326,838			1,308,873			1,278,639			1,178,196			1,167,136
Consumer real estate - mortgage loans		695,616			687,259			697,490			675,632			679,927			680,890
Construction and land development loans		316,191			319,973			298,509			306,433			313,552			312,788
Commercial and industrial loans		1,605,547			1,513,632			1,504,086			1,403,428			1,446,577			1,279,050
Consumer and other		143,704			121,600			116,407			108,232			93,910			85,300
Total loans		4,144,493			3,969,302			3,925,365			3,772,364			3,712,162			3,525,164
Allowance for loan losses		(67,970	)		(67,280	)		(68,695	)		(69,411	)		(69,417	)		(69,092	)
Securities		733,252			743,885			727,889			724,004			707,153			739,280
Total assets		5,563,776			5,391,201			5,373,168			5,070,935			5,040,549			4,871,386
Noninterest-bearing deposits		1,167,414			1,138,421			1,098,887			977,496			985,689			844,480
Total deposits		4,533,473			4,333,543			4,096,578			3,902,895			4,015,188			3,719,287
Securities sold under agreements to repurchase		70,465			84,032			117,346			129,100			114,667			134,787
FHLB advances		90,637			115,671			325,762			200,796			75,850			190,887
Subordinated debt and other borrowings		98,658			99,283			99,908			105,533			106,158			106,783
Total stockholders' equity		723,708			712,216			696,569			691,434			679,071			672,824

Balance sheet data, quarterly averages:
Total loans	$	3,981,214			3,932,218			3,845,476			3,681,686			3,580,056			3,488,736
Securities		731,651			739,625			745,969			714,104			719,861			766,547
Total earning assets		4,903,233			4,825,552			4,710,534			4,513,273			4,493,216			4,379,742
Total assets		5,388,371			5,313,003			5,210,600			4,992,018			4,964,521			4,860,394
Noninterest-bearing deposits		1,179,340			1,100,532			1,012,718			952,853			978,366			799,508
Total deposits		4,407,806			4,198,779			3,963,393			3,949,742			3,883,423			3,705,672
Securities sold under agreements to repurchase		85,096			110,123			129,550			130,740			142,333			136,918
FHLB advances		42,012			181,392			293,581			98,989			124,781			214,271
Subordinated debt and other borrowings		100,030			100,995			102,573			106,777			108,489			112,406
Total stockholders' equity		722,919			705,275			699,559			688,241			680,383			669,673

Statement of operations data, for the three months ended:
Interest income	$	48,405			48,177			47,544			47,156			47,203			46,441
Interest expense		3,436			3,604			3,945			4,398			4,960			5,509
Net interest income		44,969			44,573			43,599			42,758			42,243			40,932
Provision for loan losses		2,225			685			2,774			2,172			2,488			1,413
Net interest income after provision for loan losses		42,744			43,888			40,825			40,586			39,755			39,519
Noninterest income		12,488			11,387			11,326			11,902			13,108			10,430
Noninterest expense		32,636			33,323			30,862			32,440			34,851			33,578
Income before taxes		22,597			21,952			21,289			20,048			18,012			16,371
Income tax expense		7,274			7,305			6,978			6,600			6,282			5,022
Net income	$	15,321			14,647			14,311			13,448			11,730			11,349

Profitability and other ratios:
Return on avg. assets (1)		1.13	%		1.09	%		1.10	%		1.09	%		0.94	%		0.93	%
Return on avg. equity (1)		8.41	%		8.24	%		8.21	%		7.92	%		6.86	%		6.74	%
Return on avg. tangible equity (1)		12.80	%		12.71	%		12.72	%		12.41	%		10.83	%		10.76	%
Dividend payout ratio (18)		20.40	%		-			-			-			-			-
Net interest margin (1) (2)		3.70	%		3.72	%		3.77	%		3.90	%		3.80	%		3.78	%
Noninterest income to total revenue (3)		21.73	%		20.35	%		20.62	%		21.77	%		23.68	%		20.31	%
Noninterest income to avg. assets (1)		0.92	%		0.85	%		0.87	%		0.97	%		1.05	%		0.85	%
Noninterest exp. to avg. assets (1)		2.40	%		2.49	%		2.38	%		2.64	%		2.79	%		2.75	%
Noninterest expense (excluding ORE and FHLB
restructuring charges) to avg. assets (1)		2.38	%		2.44	%		2.27	%		2.51	%		2.52	%		2.55	%
Efficiency ratio (4)		56.80	%		59.55	%		56.19	%		59.35	%		62.96	%		65.38	%
Avg. loans to average deposits		90.32	%		93.65	%		97.02	%		93.21	%		92.19	%		94.15	%
Securities to total assets		13.18	%		13.80	%		13.55	%		14.28	%		14.03	%		15.18	%



This information is preliminary and based on company data available at the time of the presentation.

PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
ANALYSIS OF INTEREST INCOME AND EXPENSE, RATES AND YIELDS-UNAUDITED

(dollars in thousands)	Three months ended							Three months ended
(dollars in thousands)	December 31, 2013							December 31, 2012
	Average Balances		Interest		Rates/ Yields			Average Balances		Interest		Rates/ Yields
Interest-earning assets
Loans⁽¹⁾	$	3,981,214	$	42,811		4.28	%	$	3,580,056	$	41,706		4.64	%
Securities
Taxable		552,960		3,644		2.61	%		541,678		3,574		2.63	%
Tax-exempt⁽²⁾		178,691		1,637		4.85	%		178,183		1,604		4.78	%
Federal funds sold and other		190,368		313		0.76	%		193,299		319		0.77	%
Total interest-earning assets		4,903,233	$	48,405		3.98	%		4,493,216		47,203		4.24	%
Nonearning assets
Intangible assets		247,706							249,574
Other nonearning assets		237,432							221,731
Total assets	$	5,388,371						$	4,964,521

Interest-bearing liabilities
Interest-bearing deposits:
Interest checking	$	812,323	$	386		0.19	%	$	688,196	$	558		0.32	%
Savings and money market		1,883,788		1,420		0.30	%		1,611,639		1,816		0.45	%
Time		532,355		839		0.63	%		605,222		1,356		0.89	%
Total interest-bearing deposits		3,228,466		2,645		0.32	%		2,905,057		3,730		0.51	%
Securities sold under agreements to repurchase		85,096		35		0.16	%		142,333		85		0.24	%
Federal Home Loan Bank advances		42,012		103		0.97	%		124,781		390		1.24	%
Subordinated debt and other borrowings		100,030		653		2.60	%		108,489		755		2.77	%
Total interest-bearing liabilities		3,455,604		3,436		0.39	%		3,280,660		4,960		0.60	%
Noninterest-bearing deposits		1,179,340		-		-			978,366		-		-
Total deposits and interest-bearing liabilities		4,634,944	$	3,436		0.29	%		4,259,026	$	4,960		0.46	%
Other liabilities		30,508							25,112
Stockholders' equity		722,919							680,383
Total liabilities and stockholders' equity	$	5,388,371						$	4,964,521
Net interest income			$	44,969						$	42,243
Net interest spread ⁽³⁾						3.58	%						3.64	%
Net interest margin⁽⁴⁾						3.70	%						3.80	%



(1) Average balances of nonperforming loans are included in the above amounts.
(2) Yields computed on tax-exempt instruments on a tax equivalent basis.
(3) Yields realized on interest-bearing assets less the rates paid on interest-bearing liabilities. The net interest spread calculation excludes the impact of demand deposits. Had the impact of demand deposits been included, the net interest spread for the quarter ended December 31, 2013 would have been 3.68% compared to a net interest spread of 3.78% for the quarter ended December 31, 2012.
(4) Net interest margin is the result of annualized net interest income calculated on a tax equivalent basis divided by average interest-earning assets for the period.


This information is preliminary and based on company data available at the time of the presentation.

PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
ANALYSIS OF INTEREST INCOME AND EXPENSE, RATES AND YIELDS-UNAUDITED

(dollars in thousands)	Year ended							Year ended
(dollars in thousands)	December 31, 2013							December 31, 2012
	Average Balances		Interest		Rates/ Yields			Average Balances		Interest		Rates/ Yields
Interest-earning assets
Loans⁽¹⁾	$	3,861,166	$	169,253		4.40	%	$	3,438,401	$	160,037		4.66	%
Securities
Taxable		559,702		14,504		2.59	%		612,677		16,931		2.76	%
Tax-exempt⁽²⁾		173,202		6,378		4.91	%		182,217		6,577		4.82	%
Federal funds sold and other		144,948		1,147		0.93	%		155,876		1,877		1.33	%
Total interest-earning assets		4,739,018	$	191,282		4.10	%		4,389,171	$	185,422		4.29	%
Nonearning assets
Intangible assets		248,291							250,619
Other nonearning assets		240,018							233,764
Total assets	$	5,227,327						$	4,873,554

Interest-bearing liabilities
Interest-bearing deposits:
Interest checking	$	790,365	$	1,928		0.24	%	$	677,632	$	2,800		0.41	%
Savings and money market		1,714,154		5,795		0.34	%		1,575,174		7,884		0.50	%
Time		564,766		3,998		0.71	%		644,039		6,158		0.96	%
Total interest-bearing deposits		3,069,285		11,721		0.38	%		2,896,845		16,842		0.58	%
Securities sold under agreements to repurchase		113,742		239		0.21	%		134,989		455		0.34	%
Federal Home Loan Bank advances		153,912		690		0.45	%		202,338		2,237		1.11	%
Subordinated debt and other borrowings		102,571		2,733		2.67	%		105,131		3,024		2.87	%
Total interest-bearing liabilities		3,439,510		15,383		0.45	%		3,339,303		22,558		0.68	%
Noninterest-bearing deposits		1,062,089		-		-			809,268		-		-
Total deposits and interest-bearing liabilities		4,501,599	$	15,383		0.34	%		4,148,571	$	22,558		0.54	%
Other liabilities		21,631							27,933
Stockholders' equity		704,097							697,050
Total liabilities and stockholders' equity	$	5,227,327						$	4,873,554
Net interest income			$	175,899						$	162,864
Net interest spread ⁽³⁾						3.65	%						3.61	%
Net interest margin⁽⁴⁾						3.77	%						3.77	%



(1) Average balances of nonperforming loans are included in the above amounts.
(2) Yields computed on tax-exempt instruments on a tax equivalent basis.
(3) Yields realized on interest-earning assets less the rates paid on interest-bearing liabilities.The net interest spread calculation excludes the impact of demand deposits. Had the impact of demand deposits been included, the net interest spread for the twelve months ended December 31, 2013 would have been 3.75% compared to a net interest spread of 3.75% for the twelve months ended December 31, 2012.
(4) Net interest margin is the result of net interest income calculated on a tax equivalent basis divided by average interest-earning assets for the period.

This information is preliminary and based on company data available at the time of the presentation.

PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
SELECTED QUARTERLY FINANCIAL DATA – UNAUDITED


(dollars in thousands)	December			September			June			March			December			September
(dollars in thousands)	2013			2013			2013			2013			2012			2012

Asset quality information and ratios:
Nonperforming assets:
Nonaccrual loans	$	18,183			19,989			20,561			21,837			22,823			36,571
Other real estate (ORE)		15,226			15,522			15,992			16,802			18,580			21,817
Total nonperforming assets	$	33,409			35,511			36,553			38,639			41,403			58,388
Past due loans over 90 days and still
accruing interest	$	3,057			-			747			152			-			162
Troubled debt restructurings (5)	$	19,647			19,661			20,427			20,667			27,450			24,090
Net loan charge-offs	$	1,535			2,100			3,491			2,178			2,163			1,935
Allowance for loan losses to nonperforming loans		373.8	%		336.6	%		334.1	%		317.9	%		304.2	%		188.9	%
As a percentage of total loans:
Past due accruing loans over 30 days		0.31	%		0.33	%		0.39	%		0.23	%		0.29	%		0.35	%
Potential problem loans (6)		1.51	%		1.80	%		2.11	%		2.57	%		2.84	%		3.13	%
Allowance for loan losses		1.64	%		1.70	%		1.75	%		1.84	%		1.87	%		1.96	%
Nonperforming assets to total loans and ORE		0.80	%		0.89	%		0.93	%		1.02	%		1.11	%		1.65	%
Nonperforming assets to total assets		0.60	%		0.66	%		0.68	%		0.76	%		0.82	%		1.20	%
Classified asset ratio (Pinnacle Bank) (8)		18.5	%		20.6	%		23.3	%		26.4	%		29.4	%		33.4	%
Annualized net loan charge-offs year-to-date
to avg. loans (7)		0.24	%		0.27	%		0.30	%		0.24	%		0.29	%		0.31	%
Avg. commercial loan internal risk ratings (6)		4.5			4.5			4.5			4.5			4.5			4.6

Interest rates and yields:
Loans		4.28	%		4.33	%		4.41	%		4.58	%		4.64	%		4.62	%
Securities		3.16	%		3.04	%		3.03	%		3.34	%		3.16	%		3.19	%
Total earning assets		3.98	%		4.02	%		4.10	%		4.30	%		4.24	%		4.28	%
Total deposits, including non-interest bearing		0.24	%		0.26	%		0.30	%		0.35	%		0.38	%		0.43	%
Securities sold under agreements to repurchase		0.16	%		0.20	%		0.22	%		0.24	%		0.24	%		0.29	%
FHLB advances		0.97	%		0.38	%		0.31	%		0.78	%		1.24	%		1.15	%
Subordinated debt and other borrowings		2.60	%		2.62	%		2.72	%		2.72	%		2.77	%		2.84	%
Total deposits and interest-bearing liabilities		0.29	%		0.31	%		0.35	%		0.42	%		0.46	%		0.53	%

Pinnacle Financial Partners capital ratios (8):
Stockholders' equity to total assets		13.0	%		13.2	%		13.0	%		13.6	%		13.5	%		13.8	%
Leverage		10.9	%		10.8	%		10.7	%		10.8	%		10.6	%		10.5	%
Tier one risk-based		11.8	%		12.0	%		11.7	%		11.7	%		11.8	%		12.1	%
Total risk-based		13.0	%		13.2	%		12.9	%		13.0	%		13.0	%		13.4	%
Tier one common equity to risk-weighted assets		10.1	%		10.2	%		9.9	%		9.9	%		9.9	%		10.1	%
Tangible common equity to tangible assets		9.0	%		9.0	%		8.8	%		9.2	%		9.0	%		9.2	%
Pinnacle Bank ratios:
Leverage		10.5	%		10.5	%		10.5	%		10.7	%		10.5	%		10.5	%
Tier one risk-based		11.3	%		11.6	%		11.5	%		11.6	%		11.6	%		12.0	%
Total risk-based		12.6	%		12.9	%		12.7	%		12.8	%		12.9	%		13.3	%

This information is preliminary and based on company data available at the time of the presentation.

PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
SELECTED QUARTERLY FINANCIAL DATA – UNAUDITED


(dollars in thousands, except per share data)	December			September			June			March			December			September
(dollars in thousands, except per share data)	2013			2013			2013			2013			2012			2012

Per share data:
Earnings – basic	$	0.45			0.43			0.42			0.40			0.35			0.33
Earnings – diluted	$	0.44			0.42			0.42			0.39			0.34			0.33
Common dividends per share	$	0.08			-			-			-			-			-
Book value per common share at quarter end (9)	$	20.55			20.27			19.86			19.74			19.57			19.39
Tangible common equity per common share	$	13.52			13.22			12.78			12.64			12.39			12.19

Weighted avg. common shares – basic		34,355,691			34,282,899			34,172,274			33,987,265			33,960,664			33,939,248
Weighted avg. common shares – diluted		34,765,424			34,606,567			34,431,054			34,206,202			34,527,479			34,523,076
Common shares outstanding		35,221,941			35,133,733			35,073,763			35,022,487			34,696,597			34,691,659

Investor information:
Closing sales price	$	32.53			29.81			25.71			23.36			18.84			19.32
High closing sales price during quarter	$	33.25			29.99			26.17			23.73			20.60			20.38
Low closing sales price during quarter	$	29.67			26.56			21.68			19.29			18.05			18.88

Other information:
Gains on mortgage loans sold:
Mortgage loan sales:
Gross loans sold	$	70,194			105,817			123,181			120,569			132,485			130,277
Gross fees (10)	$	1,842			2,470			3,346			3,158			3,269			3,193
Gross fees as a percentage of loans originated		2.62	%		2.33	%		2.72	%		2.62	%		2.47	%		2.45	%
Investment gains and losses on sales and impairments, net (17)	$	-			(1,441	)		(25	)		-			1,988			(50	)
Brokerage account assets, at quarter-end (11)	$	1,560,349			1,445,461			1,387,172			1,333,676			1,242,379			1,244,100
Trust account managed assets, at quarter-end	$	605,324			576,190			630,322			515,970			496,264			465,983
Balance of commercial loan participations sold to other
banks and serviced by Pinnacle, at quarter end	$	52,703			50,797			45,585			42,721			39,668			40,662
Core deposits (12)	$	4,100,037			3,903,000			3,771,425			3,638,402			3,674,662			3,480,410
Core deposits to total funding (12)		85.5	%		84.3	%		81.3	%		86.8	%		87.3	%		86.1	%
Risk-weighted assets	$	4,785,028			4,568,667			4,531,730			4,388,341			4,239,384			4,033,407
Total assets per full-time equivalent employee	$	7,408			7,305			7,335			7,038			6,900			6,715
Annualized revenues per full-time equivalent employee	$	303.5			300.8			300.8			307.7			301.4			281.6
Number of employees (full-time equivalent)		751.0			738.0			732.5			720.5			730.5			725.5
Associate retention rate (13)		94.4	%		93.9	%		93.0	%		91.2	%		93.2	%		93.4	%

Selected economic information (in thousands) (14):
Nashville MSA nonfarm employment - November 2013		831.8			814.7			817.1			807.1			799.7			793.8
Knoxville MSA nonfarm employment - November 2013		341.1			337.7			337.9			337.4			333.5			332.6
Nashville MSA unemployment - October 2013		6.8	%		6.8	%		6.8	%		6.2	%		6.3	%		6.6	%
Knoxville MSA unemployment - October 2013		7.1	%		7.1	%		7.2	%		6.5	%		6.2	%		6.4	%
Nashville residential median home price - December 2013	$	198.8			197.9			205.9			169.0			181.0			177.1
Nashville inventory of residential homes for sale - December 2013 (16)		4.0			10.2			10.5			9.9			9.1			11.0

This information is preliminary and based on company data available at the time of the presentation.

PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP SELECTED QUARTERLY FINANCIAL DATA – UNAUDITED

	December			September			June			March			December			September
(dollars in thousands, except per share data)	2013			2013			2013			2013			2013			2013

Tangible assets:
Total assets	$	5,563,776			5,391,201			5,373,168			5,070,935			5,040,549			4,871,386
Less: Goodwill		(243,651	)		(243,808	)		(243,900	)		(244,012	)		(244,040	)		(244,045	)
Core deposit and other intangible assets		(3,841	)		(4,087	)		(4,334	)		(4,582	)		(5,103	)		(5,787	)
Net tangible assets	$	5,316,284			5,143,306			5,124,934			4,822,342			4,791,406			4,621,554

Tangible equity:
Total stockholders' equity	$	723,708			712,216			696,569			691,434			679,071			672,824
Less: Goodwill		(243,651	)		(243,808	)		(243,900	)		(244,012	)		(244,040	)		(244,045	)
Core deposit and other intangible assets		(3,841	)		(4,087	)		(4,334	)		(4,582	)		(5,103	)		(5,787	)
Net tangible common equity	$	476,216			464,321			448,335			442,840			429,928			422,992

Ratio of tangible common equity to tangible assets		8.96	%		9.03	%		8.75	%		9.18	%		8.97	%		9.15	%


	For the three months ended
	December			September			June			March			December			September
	2013			2013			2013			2013			2013			2013

Net interest income	$	44,969			44,573			43,599			42,758			42,243			40,932

Noninterest income		12,488			11,387			11,326			11,902			13,108			10,430
Less: Investments gains and losses on sales and impairments, net		-			1,441			25			-			(1,988	)		50
Net noncredit related loan losses		-			-			771			-			-			-
Noninterest income excluding investment gains and losses on
sales and impairments, net, and noncredit related loan losses		12,488			12,828			12,122			11,902			11,120			10,480
Total revenues excluding investment gains and losses on sales
and impairments, net, and noncredit related loan losses		57,457			57,401			55,721			54,660			53,363			51,413

Noninterest expense		32,637			33,323			30,862			32,440			34,851			33,578
Other real estate expense		302			699			1,391			721			1,365			2,399
FHLB restructuring charges		-			-			-			877			2,092			-
Noninterest expense excluding the impact of other real estate
expense and FHLB restructuring charges		32,335			32,624			29,471			30,842			31,394			31,179

Adjusted pre-tax pre-provision income ⁽¹⁵⁾	$	25,122			24,777			26,250			23,818			21,969			20,233


Efficiency Ratio⁽⁴⁾		56.8	%		59.5	%		56.2	%		59.4	%		63.0	%		65.4	%


Total average assets	$	5,388,371			5,313,003			5,210,600			4,992,018			4,964,521			4,860,394

Noninterest expense (excluding ORE expense and FHLB restructuring charges) to avg. assets ⁽¹⁾		2.38	%		2.44	%		2.24	%		2.45	%		2.51	%		2.55	%


This information is preliminary and based on company data available at the time of the presentation.

PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES

SELECTED QUARTERLY FINANCIAL DATA – UNAUDITED

1. Ratios are presented on an annualized basis.

2. Net interest margin is the result of net interest income on a tax equivalent basis divided by average interest earning assets.

3. Total revenue is equal to the sum of net interest income and noninterest income.

4. Efficiency ratios are calculated by dividing noninterest expense by the sum of net interest income and noninterest income.

5. Troubled debt restructurings include loans where the company, as a result of the borrower's financial difficulties, has granted a credit concession to the borrower (i.e., interest only payments for a significant period of time, extending the maturity of the loan, etc.). All of these loans continue to accrue interest at the contractual rate.

6. Average risk ratings are based on an internal loan review system which assigns a numeric value of 1 to 10 to all loans to commercial entities based on their underlying risk characteristics as of the end of each quarter. A "1" risk rating is assigned to credits that exhibit Excellent risk characteristics, "2" exhibit Very Good risk characteristics, "3" Good, "4" Satisfactory, "5" Acceptable or Average, "6" Watch List, "7" Criticized, "8" Classified or Substandard, "9" Doubtful and "10" Loss (which are charged-off immediately). Additionally, loans rated "8" or worse that are not nonperforming or restructured loans are considered potential problem loans. Generally, consumer loans are not subjected to internal risk ratings.

7. Annualized net loan charge-offs to average loans ratios are computed by annualizing year-to-date net loan charge-offs and dividing the result by average loans for the year-to-date period.

8. Capital ratios are defined as follows:

Equity to total assets – End of period total stockholders' equity as a percentage of end of period assets.

Tangible common equity to total assets - End of period total stockholders' equity less end of period goodwill, core deposit and other intangibles as a percentage of end of period assets.

Leverage – Tier one capital (pursuant to risk-based capital guidelines) as a percentage of adjusted average assets.

Tier one risk-based – Tier one capital (pursuant to risk-based capital guidelines) as a percentage of total risk-weighted assets.

Total risk-based – Total capital (pursuant to risk-based capital guidelines) as a percentage of total risk-weighted assets.

Classified asset - Classified assets as a percentage of Tier 1 capital plus allowance for loan losses.

Tier one common equity to risk weighted assets - Tier 1 capital (pursuant to risk-based capital guidelines) less the amount of any preferred stock or subordinated indebtedness that is considered

as a component of tier 1 capital as a percentage of total risk-weighted assets.

9. Book value per share computed by dividing total stockholders' equity less preferred stock and common stock warrants by common shares outstanding.

10. Amounts are included in the statement of operations in "Gains on loans sold, net", net of commissions paid on such amounts.

11. At fair value, based on information obtained from Pinnacle's third party broker/dealer for non-FDIC insured financial products and services.

12. Core deposits include all transaction deposit accounts, money market and savings accounts and all certificates of deposit issued in a denomination of less than $250,000.

The ratio noted above represents total core deposits divided by total funding, which includes total deposits, FHLB advances, securities sold under agreements to repurchase, subordinated indebtedness and all other interest-bearing liabilities.

13. 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.

14. Employment and unemployment data is from BERC- MTSU & Bureau of Labor Statistics. Labor force data is seasonally adjusted. The most recent quarter data presented is as of the most recent month that data is available as of the release date. Historical data is subject to update by the BERC- MTSU & Bureau of Labor Statistics. Historical data is presented based on the most recently reported data available by the BERC- MTSU & Bureau of Labor Statistics. The Nashville home data is from the Greater Nashville Association of Realtors.

15. Adjusted pre-tax, pre-provision income excludes the impact of investment gains and losses on sales and impairments, net and non-credit related loan losses as well as other real estate owned expenses and FHLB restructuring charges.

16. Represents months supply of homes currently listed with MLS based on current sales activity in the Nashville MSA.

17. Represents investment gains and losses on sales and impairments, net occurring as a result of both credit losses and losses incurred as the result of a change in management's intention to sell a bond prior to the recovery of its amortized cost basis.

18. The dividend payout ratio is calculated as the sum of the annualized dividend rate divided by the trailing 12-months fully diluted earnings per share as of the dividend declaration date.

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