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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 21, 2014

Registrant's telephone number, including area code:   (615) 744-3700

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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Item 2.02. Results of Operations and Financial Condition.

The press release contains non-GAAP revenue and noninterest income for the three months ended each of December 31, 2013, September 30, 2013 and December 31, 2012, excluding the impact of net securities gains and losses. The press release also contains non-GAAP noninterest expense for the year ended December 31, 2013, excluding the impact of expenses related to other real estate owned and FHLB restructuring charges.

The press release also contains certain non-GAAP capital ratios. These non-GAAP capital ratios 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, and the preferred stock issued to the U.S. Department of the Treasury under the Capital Purchase Program of the Troubled Asset Relief Program.

The presentation of this 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 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.

The Company 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 net gain or loss on sale of investment securities, and other real estate owned expenses and FHLB restructuring charges each vary extensively from company to company, the Company believes that the presentation of this information allows investors to more easily compare the Company's results to the results of other companies.

The Company's management utilizes this non-GAAP financial information to compare the Company's operating performance for 2013 versus the comparable periods in 2012 and to internally prepared projections.

Item 7.01. Regulation FD Disclosure

On January 21, 2014, the Company issued a press release announcing a quarterly dividend of $.08 per share. The dividend is payable on February 28, 2014, to shareholders of record as of the close of business on February 7, 2014. A copy of the Company's press release announcing the dividend is furnished herewith as Exhibit 99.2.

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99.2      Press release issued by Pinnacle Financial Partners, Inc. dated January 21, 2014.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PINNACLE FINANCIAL PARTNERS, INC.

 

	By:	/s/Harold R. Carpenter
	Name:	Harold R. Carpenter
	Title:	Executive Vice President and Chief Financial Officer

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EXHIBIT INDEX

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