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Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 20212023
- or -
TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 SECURITIES EXCHANGE ACT OF 1934
For the Transition period from __________ to__________
Commission File Number: 001-15185
First Horizon Corporation.jpg
(Exact name of registrant as specified in its charter)
TN 62-0803242
(State or other jurisdiction
incorporation of organization)
 (IRS Employer
Identification No.)
165 Madison Avenue
Memphis,Tennessee 38103
(Address of principal executive office) (Zip Code)

Registrant’s telephone number, including area code: 901-523-4444

Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading Symbol(s)Name of Exchange on which Registered
$.625 Par Value Common Capital Stock FHNNew York Stock Exchange LLC
Depositary Shares, each representing a 1/400th interest in
a share of Non-Cumulative Perpetual Preferred Stock, Series B
FHN PR BNew York Stock Exchange LLC
Depositary Shares, each representing a 1/400th interest in
a share of Non-Cumulative Perpetual Preferred Stock, Series C
FHN PR CNew York Stock Exchange LLC
Depositary Shares, each representing a 1/400th interest in
a share of Non-Cumulative Perpetual Preferred Stock, Series D
FHN PR DNew York Stock Exchange LLC
Depositary Shares, each representing a 1/4,000th interest in
a share of Non-Cumulative Perpetual Preferred Stock, Series E
FHN PR ENew York Stock Exchange LLC
Depositary Shares, each representing a 1/4,000th interest in
a share of Non-Cumulative Perpetual Preferred Stock, Series F
FHN PR FNew York Stock Exchange LLC
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
☒ Yes ☐ No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
☐ Yes ☒ No


Table of Contents

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. 
Large Accelerated FilerAccelerated filer Non-accelerated filer
Smaller reporting companyEmerging Growth Company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No
At June 30, 2021,2023, the aggregate market value of registrant common stock held by non-affiliates of the registrant was approximately $9.4$6.2 billion based on the closing stock price reported for that date.
At January 31, 2022,2024, the registrant had 533,633,668558,807,806 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the Proxy Statement to be furnished to shareholders in connection with the Annual Meeting of shareholders scheduled for April 26, 2022:23, 2024 or provided in an amendment to this Annual Report: Part III of this Report

Auditor Name:    KPMG LLP        Auditor Location:     Memphis, TN            Auditor Firm ID: 185


TABLE OF CONTENTS and GLOSSARY
Table of Contents
ITEMPageITEMPage
GlossaryItem 8.Financial Statements and Supplementary Data
Executive Summary of Principal Investment Risks
Forward-Looking StatementsItem 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Part I
Item 1.BusinessItem 9A.Controls and Procedures
Item 1A.Risk FactorsItem 9B.Other Information
Item 1B.Unresolved Staff CommentsPart III
Item 2.PropertiesItem 10.Directors and Executive Officers of the Registrant
Item 3.Legal ProceedingsItem 11.Executive Compensation
Item 4.Mine Safety DisclosuresItem 12.Security Ownership of Certain Beneficial Owners
Supplemental Part I Informationand Management and Related Stockholder Matters
Part II
Item 5.Market for the Registrant’s Common Equity, Related Stockholder Matters, and IssuerItem 13.Certain Relationships and Related Transactions
Purchases of Equity SecuritiesItem 14.Principal Accountant Fees and Services
Item 6.[reserved]Part IV
Item 7.Management’s Discussion and Analysis ofItem 15.Exhibits and Financial Statement Schedules
Financial Condition and Results of OperationsItem 16.Form 10-K Summary
Item 7A.Quantitative and Qualitative Disclosures about Market RiskSignatures

PagePage
GlossaryItem 8.Financial Statements and Supplementary Data
Executive Summary of Principal Investment RisksItem 9.Changes in and Disagreements with
Forward-Looking StatementsAccountants on Accounting and Financial
Part IDisclosure
Item 1.BusinessItem 9A.Controls and Procedures
Item 1A.Risk FactorsItem 9B.Other Information
Item 1B.Unresolved Staff CommentsItem 9C.Disclosure Regarding Foreign Jurisdictions that
Item 1C.CybersecurityPrevent Inspections
Item 2.PropertiesPart III
Item 3.Legal ProceedingsItem 10.Directors, Executive Officers and Corporate
Item 4.Mine Safety DisclosuresGovernance
Supplemental Part I InformationItem 11.Executive Compensation
Part IIItem 12.Security Ownership of Certain Beneficial
Item 5.Market for the Registrant’s Common Equity,Owners and Management and Related
Related Stockholder Matters, and IssuerStockholder Matters
Purchases of Equity SecuritiesItem 13.Certain Relationships and Related Transactions,
Item 6.[Reserved]and Director Independence
Item 7.Management’s Discussion and Analysis ofItem 14.Principal Accountant Fees and Services
Financial Condition and Results ofPart IV
OperationsItem 15.Exhibits and Financial Statement Schedules
Item 7A.Quantitative and Qualitative DisclosuresItem 16.Form 10-K Summary
about Market RiskSignatures
MD&A and Financial Statement References:
In this report: "2021"2023 MD&A" and "2021"2023 MD&A (Item 7)" generally refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations inclusive of Glossary of Selected Financial Terms and Acronyms, appearing in Item 7 within Part II of this report; and, "2021"2023 Financial Statements" and "2021"2023 Financial Statements (Item 8)" generally refer to our Consolidated Balance Sheets, our Consolidated Statements of Income, our Consolidated Statements of Comprehensive Income, our Consolidated Statements of Changes in Equity, our Consolidated Statements of Cash Flows, and the Notes to the Consolidated Financial Statements, all appearing in Item 8 within Part II of this report.


Glossary
The following is a list of common acronyms and terms used throughout this report:
ACLAllowance for credit losses
AFSAvailable for sale
AIRAccrued interest receivable
ALCOAsset/Liability Committee
ALLLAllowance for loan and lease losses
ALMAsset/liability management
AOCIAccumulated other comprehensive income
ASCFASB Accounting Standards Codification
AssociatePerson employed by FHN
ASUAccounting Standards Update
BankFirst Horizon Bank
BOLIBank-owned life insurance
BTFPBank Term Funding Program
C&ICommercial, financial, and industrial loan portfolio
CASCredit Assurance Services
CARES ActCoronavirus Aid, Relief, and Economic Security Act
CBFCapital Bank Financial
CCARComprehensive Capital Analysis and Review


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2021 FORM 10-K ANNUAL REPORT

TABLE OF CONTENTS and GLOSSARY
CECLCurrent expected credit loss
CEOChief Executive Officer
CFPBConsumer Financial Protection Bureau
CMOCollateralized mortgage obligations
CODMChief Operating Decision-Maker


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 1
2023 FORM 10-K ANNUAL REPORT

TABLE OF CONTENTS and GLOSSARY
CompanyFirst Horizon Corporation
CorporationFirst Horizon Corporation
CRACommunity Reinvestment Act
CRECommercial Real Estate
CRMCCredit Risk Management Committee
DTADeferred tax asset
DTLDeferred tax liability
EADExposure as default
ECPEquity Compensation Plan
EPSEarnings per share
Fannie MaeFederal National Mortgage Association
FASBFinancial Accounting Standards Board
FDICFederal Deposit Insurance Corporation
Federal ReserveFederal Reserve Board
FedFederal Reserve Board
FHAFederal Housing Administration
FHLBFederal Home Loan Bank
FHNFirst Horizon Corporation
FHNFFHN Financial; FHN's fixed income division
FICOFair Isaac Corporation
First HorizonFirst Horizon Corporation
FRBFederal Reserve Bank or the Federal Reserve Board
Freddie MacFederal Home Loan Mortgage Corporation
FTEFully taxable equivalent
FTRESCFT Real Estate Securities Company, Inc.
GAAPGenerally accepted accounting principles (U.S.)
GHGGreenhouse Gas
GNMAGovernment National Mortgage Association or Ginnie Mae
GSEGovernment sponsored enterprises, in this filing references Fannie Mae and Freddie Mac
HELOCHome equity line of credit
HFSHeld for sale
HRHuman Resources
HTMHeld to maturity
IBKCIBERIABANK Corporation
IBKC mergerFHN's merger of equals with IBKC that closed July 2020
ISDAInternational Swap and Derivatives Association
IRSInternal Revenue Service
LGDLoss given default
LIBORLondon Inter-Bank Offered Rate
LIHTCLow Income Housing Tax Credit
LLCLimited Liability Company

LMCLoans to mortgage companies
LOCOMLower of cost or market
LRRDLoan Rehab and Recovery Department
LTVLoan-to-value
MBSMortgage-backed securities
MD&AManagement’s Discussion and Analysis of Financial Condition and Results of Operations
NAICSNorth American Industry Classification System
NIINet interest income
NMNot meaningful
NMTCNew MarketsMarket Tax Credit
NPANonperforming asset
Non-PCDNon-Purchased Credit Deteriorated Financial Assets
NPLNonperforming loan
OREOOther Real Estate-ownedEstate Owned
PCAOBPublic Company Accounting Oversight Board
PCDPurchased Credit Deteriorated Financial Assetscredit deteriorated financial assets
PCIPurchased credit impaired
PDProbability of default
PMPortfolio managers
PPPPaycheck Protection Program
PSUPerformance Stock Unit
REReal estate
RMRelationship managers
ROAReturn on Assets
ROURight of use
RPLReasonably possible loss
SBASmall Business Administration
SECSecurities and Exchange Commission
SOFRSecure Overnight Funding Rate
SVaRStressed Value-at-Risk
TDThe Toronto-Dominion Bank
TDBNATD Bank, N.A.
TD-USTD Bank US Holding Company
TD Merger AgreementMerger agreement between FHN, TD, TD-US, and a TD-US subsidiarycertain TD subsidiaries, signed in February 2022 and terminated in May 2023
Proposed TD MergerTransactionThe merger transactionsacquisition of FHN by TD contemplated by the TD Merger Agreement
TDRTroubled Debt Restructuring
TRUPTrust preferred loan
UPBUnpaid principal balance
USDAUnited States Department of Agriculture
VaRValue-at-Risk
VIEVariable Interest Entities
we/us/ourFirst Horizon Corporation



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20212023 FORM 10-K ANNUAL REPORT

EXECUTIVE SUMMARY OF PRINCIPAL INVESTMENT RISKS
Executive Summary of
Principal Investment Risks
This section provides an executive summary of the principal risks associated with an investment in our equity or debt securities. Our businesses are complex, and so are the risks associated with them. This summary is not a complete statement of risks a prospective or current investor should consider.
The Economy. Our businesses and our industry are heavily entwined with the U.S. economy. We tend to perform better when economic conditions are favorable, and our performance tends to be weaker when the economy is weaker. That relationship can be quite strong, which can make our income and other key performance measures volatile, especially when compared with companies in many other industries. The economy tends to rise and fall in roughly a cyclical manner which is difficult to predict, which in turn makes our performance difficult to predict. For additional information, see the Cyclicality discussion within Other Business Information, which begins on page 1816, and Risks from Economic Downturns and Changes which begins on page 3834.
Credit Loss. Our lending business—accounting for about half of our revenues—is critically dependent on our clients being able to pay us back. That ability often depends on economic conditions, but many individual factors can be critical as well. If a client defaults on a loan, generally we will experience a financial loss. Even if the loan is secured, our loss whichfrom a default often is only reduced, not eliminated, by collateral supporting the loan. Accounting rules require us to evaluate current expected credit loss (CECL) each quarter, booking losses based on our expectations. That process can result in a highly volatile pattern of recognizing credit loss each quarter. The past two years demonstrated this volatility, based on the economic and business disruptions associated with the COVID-19 pandemic in the first half of 2020, followed by several fairly sudden changes in business circumstances and expectations over the next 18 months. For additional information, see: the discussion captioned CECL Accounting and COVID-19 within the Significant Business Developments Over Past Five Years section of Item 1, which begins on page 1210; and Credit Risks beginning on page 40; and Risks Related to COVID-19 Pandemic beginning on page 4236.
Loan Loss vs Loan Profit. Lending generally is a high-volume, low-margin business. This means that we often need the profits from many loans to make up for losses from one loan. For our earnings to be strong, we need to hold loan losses to a very low level, which makes our management of credit quality
a critical function for us. This imbalance between loss and profit can amplify the potential for volatility in our earnings. For additional information, see Credit Risks beginning on page 4036.
Interest Rate Conditions. Interest rates and, especially, the shape of the yield curve, are critical drivers of our profit margin from lending. If the yield curve is flat—with long-term rates only slightly higher than short-term rates—our lending margins shrink, and so does our net
interest income. Interest rate policy is controlled by federal agencies and by market forces, not by us. In 20212022, the key agency in the U.S. announced its intentionshifted to causestrong tightening policy, raising short-term interest rates generally to rise, graduallymultiple times. Tightening ended in late 2021 and 2022. This2023. 2022 represented a significant and abrupt change of policy compared with 2020.2020-21. Moreover, by the end of 2021 and during all of 2022, inflation in the U.S. had risen to levels not seen in decades, suggestingdecades. In 2023, U.S. inflation abated but at year-end remained higher than the announceddesired policy target. 2022's aggressive policy shift may be executed more quickly or robustly than first thought. In early 2022, that agency announced details which, coupled with market reactioncaused short-term rates to date, lead usrise substantially, and to expect that theexceed long-term rates (a so-called yield curve will flatteninversion) many times in 2022 and during the year as rates generally rise.all of 2023. Over half of our loan portfolio bears variable interest rates associated with short-term reference rates; those loans should reactrates, which reacted fairly quickly to agency increasesthe shifts in short-term rates.environment. For additional information, see: the Monetary Policy Shifts discussion within Significant Business Developments Over Past Five Years, which begins on page 1210; the Cyclicality discussion within Other Business Information, which begins on page 1816; Risks Associated with Monetary Events beginning on page 3834; Interest Rate and Yield Curve Risks beginning on page 4844; and discussion under the caption Federal Reserve Policy in Transition within the Market Uncertainties and Prospective Trends section of our 20212023 MD&A (Item 7), which begins on page 9992.
Funding Balance. In our lending business, we aggregate money, from deposits and borrowings, and lend it out at rates which more than cover our costs. We constantly must balance our funding sources (deposits and borrowings) with our funding needs (lending). Imbalances tend to hurt our earnings. If sources become too large,are larger than our lending needs, generally we can cut back short-term borrowing or invest the excess funds in securities, but our margins can be weaker as a result. If sources become too small, we might have to forego profitable lending or increase funding by selling investments or increasing deposit or borrowing volumes and costs.costs, or, most likely, we might have to take some combination of those actions. For additional information, see Liquidity and Funding Risks beginning on page 4642.
Deposit Instability. A large portion of bank deposits can be removed by depositors very quickly. Public confidence in banks therefore is a key foundation for the banking business. If deposits are removed quickly by a large cohort of depositors at the same time due to a sudden loss of confidence, the resulting "run on the bank" can cause the bank to become insolvent. All banks share the risk of a run. In first half of 2023 three


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20212023 FORM 10-K ANNUAL REPORT

EXECUTIVE SUMMARY OF PRINCIPAL INVESTMENT RISKS
large regional U.S. banks failed after very substantial runs on their deposits. Most other regional banks, including our Bank, experienced significant deposit outflows during this period as public confidence in all but the largest banks was shaken. Although we launched a deposit campaign which proved to be successful, future runs always are possible, and future campaigns may not work. For additional information, see Liquidity and Funding Risks beginning on page 42.
Competition. Competition for clients and talent in our industry is intense and unlikely to abate. Competition for clients pressures us to make interest rate and other concessions on lending and on deposits, which reduce our margins. Competition for revenue-producing talent is a key method of obtaining new client relationships in many parts of our industry, and pressures us to increase compensation expense. For additional information, see Competition beginning on page 1614, and Traditional Competition Risks beginning on page 3329.
Banking Consolidation. Since the advent of nation-wide branching in the 1980s, the banking industry has experienced several waves of substantial consolidation. In the past twenty years, increasingly sophisticated technological improvementssystems have allowed institutions to become extremely large while maintaining adequate client service, and, due to cost efficiencies associated with scalable technology, have rewarded the largest institutions disproportionately, incentingdisproportionately. These rewards have incented U.S. banks to grow larger, faster. Consolidation can abruptly change the competitive environment in our markets. In addition, when we participate in consolidating actions, as we did in 2017 and 2020, typically it creates internal disruption and expense for a time while we integrate systems, consolidate branches, and take other consolidation-related actions. Moreover, in our industry, the market tends to discount, for a time, the stock price of banks that engage in major mergers, in part due to the transaction and integration expenses mentioned above coupled with the risk that the combination may not achieve management’s strategic or tactical objectives. For additional information, see: Significant Business Developments Over Past Five Years beginning on page 1210; the Strategic Transactions discussion within the Other Business Information section which begins on page 1816; and Traditional Strategic and Macro Risks beginning on page 3430.
Industry Disruption. Technological innovation, and the associated changes in client preferences, are radically transforming our industry and how financial services are delivered to clients. Keeping pace is expensive and difficult, while beingBeing a consistent innovation leader is practically impossible for a bank our size.size, while
keeping pace is expensive and difficult. Moreover, rapid innovation has the potential to be destructive of traditional business models and companies in our
industry, as it has done and is doing in other industries. For additional information, see Industry Disruption beginning on page 3531.
Regulated Industry. Our principal businesses are heavily regulated. Our two primary banking regulators can examine us, cause us to change our business operations, and significantly restrict our ability to pursue lines of business, in ways not applicable to companies in most other industries. We also have several secondary regulators, each with significant though less-encompassing powers. The primary missions of the regulators are to protect the banking system as a whole, to protect clients, and to protect the federal government’s deposit insurance fund and program, and to protect clients;program; none exists to protect or enhance our profitability or protect or promote the interests of our investors. Moreover, regulators are government agencies, and as such can experience significant policy changes when the elected branches of government experience such changes. For additional information, see Regulatory, Legislative, and Legal Risks beginning on page 4338.
Security & Technology. Fraud and theft have always been significant risks for banks; we experience fraud and theft loss every year. Technology has allowed fraud and theft risks to grow substantially. Bad actors can impact us from around the world, day or night, both directly and through our clients or vendors. Unfortunately, it is not practical to emphasize security to the exclusion of other business needs. Typically, the more a system is built to be robustly secure, and robust, the less that system can be flexible and adaptable. Moreover, a high-security oftensystem can be associated with a sub-optimal user experience.experience (client frustration). For additional information, see Operational Risks beginning on page 3632 and Cybersecurity Risks beginning on page 33.
Expense Control. In the current low-interest-rate environment, banksBanks in the U.S. are focused on reducing operating costs as much as possible.possible while maintaining competitive or superior service. Expense control is viewed as crucial for long-term success. For additional information, see Operational Risks beginning on page 3632, and Risks of Expense Control beginning on page 4540.
For a more complete discussion of the risks associated with our businesses and operations and investment in our securities, see Item 1A—Risk Factors, beginning on page 3129.



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2023 FORM 10-K ANNUAL REPORT

FORWARD-LOOKING STATEMENTS
Forward-Looking Statements
This report on Form 10-K, including materials incorporated into it, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995 with respect to FHN's beliefs, plans, goals, expectations, and estimates. Forward-looking statements are not a representation of historical information, but


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2021 FORM 10-K ANNUAL REPORT

FORWARD-LOOKING STATEMENTS
instead pertain to future operations, strategies, financial results or other developments. The words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “should,” “is likely,” “will,” “going forward,” and other expressions that indicate future events and trends identify forward-looking statements.
Forward-looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, operational, economic and competitive uncertainties and contingencies, many of which are beyond our control, and many of which, with respect to future business decisions and actions (including acquisitions and divestitures), are subject to change. Examples of uncertainties and contingencies include, among other important factors:
the possibility that the anticipated benefits of the IBKC merger will not be realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in any or all of FHN’s market areas;
the possibility that the IBKC merger may be more expensive to integrate than anticipated, including as a result of unexpected factors or events;
potential adverse reactions or changes to business or associate relationships resulting from the IBKC merger;
global, general and local economic and business conditions, including economic recession or depression;
the potential impacts on FHN’s businesses of the COVID-19 pandemic, including negative impacts from quarantines, market declines, and volatility, and changes in client behavior related to the COVID-19 pandemic;
the stability or volatility of values and activity in the residential housing and commercial real estate markets;
potential requirements for FHN to repurchase, or compensate for losses from, previously sold or securitized mortgages or securities based on such mortgages;
potential claims alleging mortgage servicing failures, individually, on a class basis, or as master servicer of securitized loans;
potential claims relating to participation in government programs, especially lending or other financial services programs;
expectations of and actual timing and amount of interest rate movements, including the slope and shape of the yield curve, which can have a significant impact on a financial services institution;
market and monetary fluctuations, including fluctuations in mortgage markets;
the financial condition of borrowers and other counterparties;
competition within and outside the financial services industry;
the occurrence of natural or man-made disasters, global pandemics, conflicts, or terrorist attacks, or other adverse external events;
effectiveness and cost-efficiency of FHN’s hedging practices;
fraud, theft, or other incursions through conventional, electronic, or other means directly or indirectly affecting FHN or its clients, business counterparties or competitors;
the ability to adapt products and services to changing industry standards and client preferences;
risks inherent in originating, selling, servicing, and holding loans and loan-based assets, including prepayment risks, pricing concessions, fluctuation in U.S. housing and other real estate prices, fluctuation of collateral values, and changes in client profiles;
the changes in the regulation of the U.S. financial services industry;
changes in laws, regulations, and administrative actions, including executive orders, whether or not specific to the financial services industry;
changes in accounting policies, standards, and interpretations;
evolving capital and liquidity standards under applicable regulatory rules;
accounting policies and processes require management to make estimates about matters that are uncertain;
the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the TD Merger Agreement;
the outcome of any legal proceedings that may be instituted against FHN, TD, or TD-US, including potential litigation that may be instituted against FHN or its directors or officers related to the Proposed TD Merger or the TD Merger Agreement;
the timing and completion of the Proposed TD Merger, including the possibility that the Proposed TD Merger will not close when expected or at all because required regulatory, shareholder, or other approvals are not received or other conditions to the closing are not satisfied on a timely basis or at all, or are obtained subject to conditions that are not anticipated;


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2021 FORM 10-K ANNUAL REPORT

FORWARD-LOOKING STATEMENTS
the risk that any announcements relating to the Proposed TD Merger could have adverse effects on the market price of the common stock of FHN;
certain restrictions during the pendency of the Proposed TD Merger that may impact FHN’s ability to pursue certain business opportunities or strategic transactions;
the possibility that the Proposed TD Merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events;
the diversion of management’s attention from ongoing business operations and opportunities caused by the Proposed TD Merger;
reputational risk and potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement of the Proposed TD Merger;relationships; and
other factors that may affect future results of FHN.
FHN assumes no obligation to update or revise any forward-looking statements that are made in this report on Form 10-K or in any other statement, release, report, or filing from time to time. Actual results could differ and expectations could change, possibly materially, because of one or more factors, including those factors listed above or presented elsewhere in this report, or in those factors listed in material incorporated by reference into this report. In evaluating forward-looking statements and assessing our prospects, readers of this report should carefully consider the factors mentioned above along with the additional risk factors discussed in Items 1 and 1A of this report and in 20212023 MD&A (Item 7), among others.

Important Other Information
In connection with the proposed transaction, FHN intends to file relevant materials with the SEC, including preliminary and definitive proxy statements on Schedule 14A.
This Annual Report on Form 10-K does not constitute an offer to sell or a solicitation of an offer to buy any securities or a solicitation of any vote or approval. SHAREHOLDERS OF FHN ARE URGED TO READ, WHEN AVAILABLE, ALL RELEVANT DOCUMENTS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED WITH THE SEC, INCLUDING FHN’S PROXY STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FHN AND THE PROPOSED TRANSACTION.
Investors and shareholders will be able to obtain a free copy of the proxy statement as well as other relevant documents when filed with the SEC without charge at the SEC’s website (http://www.sec.gov). Copies of the proxy statement and the filings with the SEC that will be incorporated by reference in the proxy statement will also be available once filed, without charge, by directing a request to Clyde A. Billings Jr., First Horizon Corporation, 165 Madison, Memphis, TN 38103, telephone (901) 523-4444.


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20212023 FORM 10-K ANNUAL REPORT

ITEM 1. BUSINESS
PART I


Item 1.    Business
Our Businesses
Overview
First Horizon Corporation is a Tennessee corporation. We incorporated in 1968, and are headquartered in Memphis, Tennessee. We are a bank holding company under the Bank Holding Company Act, and a financial holding company under the Gramm-Leach-Bliley Act. Our common stock is listed on the New York Stock Exchange under the symbol “FHN.” At December 31, 2021,2023, we had total consolidated assets of $89$82 billion. We provide diversified financial services primarily through our principal subsidiary,subsidiaries, principally First Horizon Bank. The Bank is a Tennessee banking corporation headquartered in Memphis, Tennessee.
During 20212023 approximately 35%27% of our consolidated revenues were provided by fee and other noninterest income, and approximately 65%73% of revenues were provided by net interest income.
As a financial holding company, we coordinate the financial resources of the consolidated enterprise and maintain systems of financial, operational, and administrative control intended to coordinate selected policies and activities, including as described in Item 9A of Part II.
The Bank
The Bank was founded in 1864 as First National Bank of Memphis. During 2021,2023, through its various business lines, including consolidated subsidiaries, the Bank reported revenues (net interest income plus noninterest income) of approximately $3 billion. The Bank generated a substantial
majority of First Horizon’s consolidated revenue. At
December 31, 2021,2023, the Bank had $89$82 billion in total assets, $76$66 billion in total deposits, and $54$61 billion in total loans and(including certain leases, (net of unearned income and net ofbefore considering the allowance for loan and lease losses).
Principal Businesses, Brands, & Locations
At year-end 2021 our principal businesses were conducted mostly under two or three brands. Brand integration from the IBKC merger was delayed until February 2022, after which we began phasing out certain brands. Our principal brands at year-end 2023 are summarized in Table 1.1.
Table 1.1
Principal Businesses & Brands Atat Year-End
BusinessesPrincipal Brands
Banking & financial services generally
First Horizon &
First Horizon Bank
IBERIABANK
Fixed income /
capital markets
FHN Financial
Mortgage lending
First Horizon Bank
IBERIABANK Mortgage
Title services
Lenders Title Group
Insurance brokerage & management services
First Horizon Advisors
Wealth management & brokerage services
First Horizon Advisors
IBERIA Wealth Management
At December 31, 2021,2023, First Horizon’s subsidiaries had over 500450 business locations in 2224 U.S. states, excluding off-premises ATMs. Most of those locations were banking centers. At year-end, First Horizonthe Bank had 427415 retail banking centers in twelve states, as shown in Table 1.2.
Table 1.2
Retail Banking Centers at Year-End
StateState#State#State#State#
TennesseeTennessee140Georgia12Tennessee135Arkansas12
North CarolinaNorth Carolina79South Carolina10
FloridaFlorida83South Carolina10Florida76Texas8
North Carolina79Texas8
LouisianaLouisiana57Virginia8Louisiana56Virginia8
AlabamaAlabama13Mississippi4Alabama13Mississippi4
Arkansas12New York1
GeorgiaGeorgia13New York1
Many banking centers contain special-service areas such as wealth management and mortgage lending.
At year-end 2021,2023, First Horizon also had over fifty client-service offices not physically within banking centers, including


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fixed income, title services, home mortgage, wealth management, and commercial loan offices. The largest groups of those offices were: 2927 fixed income offices in 1617 states across the U.S.; 30 title services offices in Arkansas,
Tennessee, and Louisiana; and 159 stand-alone mortgage lending offices in 96 states. First Horizon also has operational and administrative offices.


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Loans & Deposits
Loan Portfolios
Lending is a major source of revenue for us, and deposit-takingloans are core businesses for us. Ourour largest resource to fundasset type. Table 1.3 shows our lending is our deposit base. At year-end 2021, we had total loans (net of unearned income) of $55 billion, total net loans (net of unearned income and net of allowance for loan and lease losses) of $54 billion, and total deposits of $75 billion. Most(including certain leases) at year-end 2023, along with some details regarding the composition of our loans and deposits are held in our regional banking and specialty banking segments.loans. Most of our loans are commercial.
As shown in Table 1.3, our loans are broken into two major types, commercial and most of them areconsumer. Each type is broken into portfolios. Our three major portfolios are: traditional, unsecured commercial, financial, and industrial loans, or “C(“C&I” loans. The other two major loan portfolios are) loans; secured commercial real estate loans, or “CRE” loans,(“CRE”) loans; and secured consumer real estate loans. A fourth portfolio consists of consumer credit card and other consumer debt.
Table 1.3 provides an overview of our loan
Loan Types & Portfolios1
Commercial$47 B76 %
Consumer$14 B24 %
Total Loans$61 B100 %
Commercial Portfolios% of Type% of Total
C&I70 %53 %
CRE30 23 
Consumer Portfolios% of Type% of Total
Consumer real estate95 %23 %
Credit card/other
1    Dollars and deposit balancespercentages at December 31, 2021 or averaged over the year 2021.
Table 1.3
Loans & Deposits by Type
Loans1
Deposits2
Commercial79 %Savings37 %
Consumer21 %Time deposits%
Commercial PortfoliosOther interest22 %
C&I72 %Noninterest35 %
CRE28 %
Consumer Portfolios
Real estate92 %
Credit card/other%
1    Percentages at December 31, 2021; includes certain leases.2023.
2    Percentages of average deposits for 2021.
Percentages may not add to 100% due to rounding.
The C&I portfolio, more than half of total loans, was $31 billion on December 31, 2021. Within C&I, about 26% of loans are to businesses in the financial services industry, including mortgage lending companies, with the rest in a wide range of industries, as shown in Table 1.4.
Table 1.4
C&I Loans1 by Line of Business
Mortgage lending companies15 %
Finance & Insurance11 %
Real estate rental & leasing%
Health care & social assistance%
Accommodation & food service%
Manufacturing%
Wholesale trade%
Retail trade%
Other C&I33 %
1     Percentages of C&I portfolio at December 31, 2021.
Percentages may not add to 100% due to rounding.

Geographic Mix
Geographically, a significant majority of our loans originate from five states: Florida, Tennessee, Florida, Louisiana,Texas, North Carolina, and Texas.Louisiana. The geographic dispersion of our loans varies considerably among our three major loan portfolios, as shown in Table 1.5.
1.4.
Table 1.51.4
Major Loan Portfolios1 by Geography
C&I Loans ($31B)1
CRE Loans ($12B)1
Consumer RE Loans ($11B)1
C&I ($33B)C&I ($33B)CRE ($14B)Cons. RE ($14B)
TennesseeTennessee20 %Florida26 %Florida32 %Tennessee21 %Florida27 %Florida29 %
FloridaFlorida12 %Texas12 %Tennessee23 %Florida13 %Texas13 %Tennessee22 %
TexasTexas10 %North Carolina11 %Louisiana10 %Texas11 %N. Carolina12 %Texas11 %
North Carolina%Louisiana10 %North Carolina%
N. CarolinaN. Carolina%Georgia%Louisiana%
LouisianaLouisiana%Tennessee%Texas%Louisiana%Tennessee%N. Carolina%
GeorgiaGeorgia%Louisiana%New York%
CaliforniaCalifornia%Georgia%New York%California%All other22 %Georgia%
Georgia%All other states24 %All other states15 %
All other states32 %
All otherAll other32 %All other13 %
1    Dollars and percentages within eachat December 31, 2023.
C&I Loans
The C&I portfolio, our largest portfolio by far, was $33 billion at December 31, 2023. Our C&I portfolio has an industry concentration: about 18% of C&I loans are to businesses in the financial services industry, which includes finance and insurance companies and mortgage lending companies. The rest of C&I covers a wide range of industries, as shown in Table 1.5a.
Table 1.5a
C&I Loans1 by Industry/Line of Business
Finance and insurance12 %
Real estate and rental and leasing (a)12 
Health care and social assistance
Accommodation and food service
Manufacturing
Wholesale trade
Loans to mortgage companies
Retail trade
Transportation and warehousing
Energy
Other C&I26 
1     Percentages of C&I portfolio at December 31, 2021.2023.
(a)    Leasing, rental of real estate, equipment, and goods.
CRE Loans
The CRE portfolio was $14 billion at December 31, 2023. The largest property type within CRE is multi-family, as shown in Table 1.5b. The next three largest property types were office, retail, and industrial. At year-end, nearly half of the office loans were for medical industry office space.
Table 1.5b

CRE Loans
1 by Industry/Line of Business
Multi-family31 %
Office20 
Retail16 
Industrial16 
Hospitality10 
Land/land development
Other CRE
Further information regarding deposits and our other major sources of funding is provided in Notes 9, 10, and 11 beginning on pages 154, 155, and 156, respectively, appearing in our 2021 Financial Statements (Item 8), and
under the captions Deposits, Short-term Borrowings, and Term Borrowings1     beginning on pages Percentages of CRE portfolio at December 31, 2023.85, 86,
Consumer Loans
Consumer loans totaled $14 billion at December 31, 2023. As shown in Table 1.3 above, a substantial majority of consumer loans consists of home equity loans, mortgages, and other secured consumer real estate loans.
86, respectively, of our 2021 MD&A (Item 7). Further information regarding our loans is provided in Note 4


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3 beginning on page 139131 appearing in our 20212023 Financial Statements (Item 8), and under the captions Analysis of Financial Condition and Asset Quality, beginning on


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pages 7062 and 7365, respectively, of our 20212023 MD&A (Item 7).
Deposits
Deposits comprise our largest resource to fund lending. Deposits overall also tend to be our lowest-cost funding source. At year-end 2023, we had total deposits of $66 billion. Most of our deposits are held in our regional banking and specialty banking segments. Table 1.6 provides a deposit overview at December 31, 2023.
Further information regarding deposits is provided: in Note 8 beginning on page 148 appearing in our 2023 Financial Statements (Item 8); under the caption Deposits beginning on page 75 appearing in our 2023 MD&A (Item 7); and in other parts of this report referenced under Deposits.

Table 1.6
Deposit1 Overview
Client Types% of TotalAcct Types% of TotalFDIC Insured Status% of TotalSource% of Total
Commercial55%Savings38%Estimated Insured59%Tennessee38%
Consumer45%Time deposits10%Est. Uninsured - Total41%Florida18%
Other interest26%Est. Uninsured - Collateralized8%Louisiana12%
Noninterest26%N. Carolina12%
All other20%
1    Percentages of deposits at December 31, 2023.
Business Segments
Segment Overview
Our financial results of operations are reported through operational business segments which are not closely related to the legal structure of our subsidiaries. As a result of our recent merger of equals with IBERIABANK Corporation (see Significant Business Developments over Past Five Years in this Item 1 below), we changed our segments. Before the merger, we operated through four business segments: regional banking, fixed income, corporate, and non-strategic. Currently, we operate through three segments: regional banking, specialty banking, and corporate. In this report, segment information related to periods prior periodsto our most recent segment change has been reclassified to conform with current segments.
Financial and other additional information concerning our segments—including information concerning assets, revenues, and financial results—appears in our 20212023 MD&A (Item 7) and in our 20212023 Financial Statements (Item 8), especially in Note 20—19—Business Segment Information. Note 2019 begins on page 178172.
Regional and Specialty Banking Segments
By far most of our loans and deposits are in the regional banking and specialty banking segments. Similarly, those segments are the sources of most of our revenues and expenses. The two segments create and use financial resources differently, and the revenues they generate have a very different typesmix of revenues. Most notably: regional banking provides a majority of our net interest income (mainly from lending), while specialty banking provides morevs. noninterest income (mainly from fees).income. In addition, regional banking is larger than specialty banking by many financial measures. Table 1.61.7 provides high-level financial information for each of those two segments, highlighting these points.
Table 1.61.7
Regional vs Specialty Banking Snapshot
(Dollars in millions)RegionalSpecialty
2021 Average assets$45,445 $20,803 
2021 Net interest income$1,764 $619 
2021 Noninterest income$438 $597 
2021 Pretax income$1,280 $709 

(Dollars in millions)RegionalSpecialty
2023 Average assets$45,858 $20,161 
2023 Net interest income$2,354 $518 
2023 Noninterest income$433 $209 
2023 Pre-tax income$1,262 $313 
Regional and Specialty Lines of Business
The principal lines of business in the regional banking segment are:
commercial banking (larger business enterprises)
business banking (smaller business enterprises)
consumer banking
private client and wealth management
The principal lines of business in the specialty banking segment are:
fixed income/capital markets
professional commercial real estate (Pro-CRE)
mortgage warehouse lending
asset-based (secured) lending
franchise finance
equipment finance
energy finance
healthcare finance
tax credit finance


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corporate banking
correspondent banking
mortgage origination and title services
Geographically, regional banking's businesses mainly serve our traditional markets associated with our banking center footprint. Many of the businesses within specialty banking have much broader geographic reach. For example: our fixed income business has offices from Hawaii to Massachusetts; and California is listed in Table 1.51.4 primarily because of specialty banking business lines.
Revenues and earnings from three of the business lines in the specialty banking segment are significantly more



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volatile over time than those in regional banking. In addition to being sensitive to economic conditions generally, those specialty business lines can be very strongly impacted or benefited by changes in interest rates or in the shape of the yield curve. Those business lines are fixed income/capital markets, mortgage warehouse lending, and mortgage origination. Because they can perform well when other business lines are subdued, and vice-versa, we sometimes refer to these as our counter-cyclical businesses. 2023 overall was a subdued year for these businesses as interest rates continued to rise before leveling, and the yield curve was inverted the entire year.

ITEM 1. BUSINESS
Services We Provide
At December 31, 2021,2023, we provided the following services through our subsidiaries and divisions:
general banking services for consumers, businesses, financial institutions, and governments
fixed income sales and trading; underwriting of bank-eligible securities and other fixed-income securities eligible for underwriting by financial subsidiaries; loan sales; advisory services; and derivative sales
mortgage banking services
title insurance and loan-closing services
brokerage services
correspondent banking
transaction processing: nationwide check clearing services and remittance processing
trust, fiduciary, and agency services
credit card products
equipment finance services
investment and financial advisory services
mutual fund sales as agent
retail insurance sales as agent
Information about the net interest income and noninterest income we obtained from our largest categories of products and services appears under the caption Results of Operations—20212023 Compared to 20202022 beginning on page 6356 of our 20212023 MD&A (Item 7).


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Significant Business Developments Over Past Five Years
Selected Financial Data Past Five Years
Table 1.71.8 provides selected data concerning revenues, expenses, assets, liabilities, and shareholders’ equity, and certain other metrics for the past five years.
Table 1.71.8
SELECTED CONSOLIDATED FINANCIAL DATA
(Dollars in millions; financial condition data shown period-end, as of December 31)
20212020201920182017
202320232022202120202019
Net interest incomeNet interest income$1,994 $1,662 $1,210 $1,220 $842 
Provision for credit losses(310)503 45 (1)
Noninterest incomeNoninterest income1,076 1,492 654 723 490 
Net income available to common shareholdersNet income available to common shareholders962 822 435 539 159 
Total loans and leasesTotal loans and leases54,859 58,232 31,061 27,536 27,659 
Provision (benefit) for credit losses
Net Charge-offs
Net interest marginNet interest margin3.42 %3.10 %2.48 %2.86 %3.28 %
Total assetsTotal assets89,092 84,209 43,311 40,832 41,423 
Total depositsTotal deposits74,895 69,982 32,430 32,683 30,620 
Total term borrowingsTotal term borrowings1,590 1,670 791 1,171 1,218 
Total liabilitiesTotal liabilities80,598 75,902 38,235 36,047 36,843 
Preferred stockPreferred stock520 470 96 96 96 
Total shareholders’ equity8,494 8,307 5,076 4,785 4,580 
Total shareholders’ equity (financial statement)
Common Equity Tier 1 Capital (regulatory)

Priorities & Developments
Over the past five years, our strategic priorities have focused on:
targeted and opportunistic expansion of consumer and commercial banking products and markets;
targeted and opportunistic expansion of commercial lending, mainly through strategic and tactical transactions, talent development, and talent acquisitions;
rigorous expense management with continued investment in revenue generating initiatives;
managing business units and products with a strong emphasis on risk-adjusted returns on invested capital;
providing exceptional client service and experience as a primary means to differentiate us from competitors; and
investment in scalable technology and other infrastructure to attract and retain clients and to support expansion.
Examples of our implementation of these priorities include:


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In July 2020, we completed a merger of equals transaction with IBERIABANK Corporation and purchased 30 branches from Truist Bank, making 2020 a transformative year. See IBKC Merger of Equals in 2020 and 30-Branch Acquisition in 2020 in this Item below for additional information. In
February 2022, we completed the mainprincipal systems conversion work related to that merger.
As shown in Table 1.7,1.8, the COVID-19 pandemic caused us to recognize substantial provision for credit losses in 2020, and reduced our transaction volume and revenues. See the discussion captioned CECL Accounting and COVID-19 within Events Impacting Year-to-Year Comparisons, immediately below. In 2021, a large portion of that 2020 provision expense was effectively reversed, resulting in a provision credit for the year.
The pandemic also resulted in strong deposit growth in 2020 and 2021, despite interest rates being extremely low. We believe federal assistance and stimulus programs in 2020 and early 2021 significantly bolstered deposits in both years.
In 2017 we merged with Capital Bank Financial Corp., Deposits normalized (fell) in 2022. The banking crisis in 2023 prompted us to launch a deposit-gathering campaign in second quarter, which had $10 billion of total assets and nearly 200 banking centers in four southern U.S. states. In another 2017 transaction, we acquired a national leader in trading, securitization, and analysis of Small Business Association loans.was successful.
We have made key talent hires in critical areas throughout our company, with the main focus on organically growing economically profitable business lines inside and outside our traditional markets.
Throughout this period, but especially in 2021, we have pruned and adapted our physical banking center network to reflect long-term trends in client usage of banking centers, and are making more efficient use of other physical facilities. Correspondingly, we have expanded and


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enhanced our digital banking products and services. These efforts are expectedactivities were significantly paused during the period when the TD transaction was pending.
In 2022 interest rates rose aggressively. This improved our lending margins during the year as we were able to continue.raise average lending rates faster than average funding rates. In 2023 the rates and amounts we paid for deposits rose appreciably, but the impact was moderated by continued increases in lending rates along with a decrease in our borrowings.
Lending has beenUntil 2022, when interest rates in the U.S. began to rise significantly, lending was strong in certain
specialty areas, such as lending to mortgage companies, where demand iswas strongly stimulated by the low interest ratesrates. Mortgage-related lending and services fell significantly in effect during2022, which continued throughout 2023.
Similarly, 2022's rising rate environment and significant financial market volatility negatively impacted our fixed income and capital markets business compared to earlier years in this period. That adverse environment continued throughout 2023.
Events Impacting Year-to-Year Comparisons
TD Transaction 2022-2023
In February 2022, we agreed to be acquired by TD in a merger transaction. Our shareholders approved the TD transaction in May 2022. In May 2023, after TD failed to obtain timely regulatory approval, we and TD agreed to terminate the transaction. See Toronto-Dominion Transaction below for further information.
Preparation for the consummation of the TD transaction resulted in significant noninterest expense in 2022 and 2023 unrelated to the ordinary course of business. TD paid us a termination fee which substantially increased 2023 noninterest income, and we used part of that fee to support community charities.
As part of the TD transaction, in 2022 TD paid us $494 million to purchase shares of our Series G convertible preferred stock. After the transaction terminated, the Series G stock was converted into our common stock in 2023 at a conversion price of $25 per common share.
Regional Bank Failures in 2023
Over the weekend of March 11, 2023, the FDIC closed two large regional banks that had experienced a run on their deposits. On May 1, 2023, the FDIC closed a third large regional bank after a slower but extended run on its deposits. During this period most regional bank stock prices fell significantly and experienced substantial volatility.
Although stock price drops and fluctuations do not directly impact our financial results or position, we took action to maintain client confidence in our financial stability when the TD transaction terminated just a few days after the third bank failure. Those actions included a significant deposit-acquisition campaign and a rapid uptick in marketing efforts. Also, a special FDIC assessment, prompted by the bank failures and applied to all large and regional banks in the U.S., was recognized by us as a significant expense item in 2023.
Stock Purchase Moratorium in 2022-2023
After announcing the TD transaction in 2022, we halted our stock purchase program except for tax withholding
related to stock awards. When the TD transaction terminated in the midst of market turmoil surrounding three U.S. regional bank failures, and facing the prospect of possible new regulatory requirements (stemming from those failures) which would directly affect our capital, we continued the moratorium for all of 2023. The moratorium ended in first quarter 2024.
Gain on Sale of Business
In third quarter of 2022, we sold our title services business, recognizing a $22 million pre-tax gain.
IBKC Merger of Equals in 2020
In July 2020, we closed our merger of equals with IBERIABANK Corporation (“IBKC”). IBKC was the parent company of IBERIABANK based in Lafayette, Louisiana. At year-end 2019, IBKC had $31.7 billion of total assets—nearly 75% of our size at that time—and operated over 190 banking centers in 11 states: Louisiana, Texas, Arkansas, Tennessee, Mississippi, Alabama, Georgia, Florida, North and South Carolina, and New York. IBKC’s largest concentrations of banking centers were in Louisiana and Florida. We and IBKC offered many of the same financial services before the merger, but IBKC exceeded us in several areas, most notably in equipment financing, mortgage, and title services.
After closing, our board expanded to 17 directors, of which nine are from legacy First Horizon and eight are from legacy IBKC. IBKC shareholders collectively were issued 243 million First Horizon common shares (on a net basis).
Under applicable accounting guidance, none of the income or expense recognized by IBKC prior to the merger iswas included in our income or expense for 2020. As a result, our 2020 operating results consistconsisted of approximately two quarters of legacy First Horizon alone plus approximately two quarters of combined First Horizon and IBKC. In addition, operating results in 2020 were significantly affected by merger-related expenses and by two significant accounting impacts, described in Large Accounting Impacts from IBKC Merger below.
30-Branch Acquisition in 2020
In July 2020, we purchased 30 branches in North Carolina (20), Virginia (8), and Georgia (2) from SunTrust Bank (now


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Truist Bank). Those branches are in markets which we did not serve before July,previously, or in which we did not have a leading market position. Along with the branch facilities, we acquired $0.4 billion of related loans and assumed $2.2 billion of deposits.
Large Accounting Impacts from IBKC Merger
Under applicable accounting guidance, closing the IBKC merger in July 2020 created two substantial impacts on our operating results for 2020. First, although we were required to record IBKC’s loans at fair value on the closing date, we also were required to recognize, as a provision for credit losses, an estimate of current expected credit losses for certain acquired loans. A similar process, with much smaller numbers, occurred for the loans associated with the 30-branch purchase. The overall incremental expense, recorded in third quarter 2020, was $147 million. Moreover, we were required to record, on a preliminary basis, a nontaxable purchase accounting gain from the merger of $533 million, driven by the stock market decline in 2020 associated with the COVID-19 pandemic. The net result of those two impacts was a $386 million uplift to our pretaxpre-tax income in 2020 unrelated to the ordinary operation of our businesses.
Expenses related to IBKC Merger
Closing the IBKC merger, integrating the business operations and systems, and making the changes necessary to achieve intended cost and other synergies resulted in substantial noninterest expensesexpense, especially in 2020 and


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in 2021. Additional significant expenses related to integration and optimization will be incurred in 2022.
Low Credit Loss Rates through 2019
During 2017-2019,this period, our provision expense and net charge-offs have, for the most part, been lower than historical norms. Provision expense spiked in 2020 when the very sudden COVID recession triggered significant upward revisions in our expected credit losses, and provision expense was unusually low,negative in 2021 when a sizeable portion of the 2020 loss reserves were released as loss expectations moderated substantially. Net charge-offs during those years similarly were higher in 2020 and lower in 2021, though the deviations from the norm were much less severe. If 2020 and 2021 are viewed together as a single period, annual provision expense and net charge-offs were similar to levels in 2019 it began to normalize.2022. When provision isloan losses are low, differences from year to year can be idiosyncratic, driven by just one or a few clients. In 2023, loss levels increased but continued to be low in general; however, a single commercial loan default drove an uptick in provision expense and net charge-offs for the year.
CECL Accounting and COVID-19
Starting in 2020, accounting guidance changed, requiring us to recognize “current expected credit loss” on all loans. The new guidance had the effect of accelerating, compared to prior guidance, the recognition of provision expense at times when general economic conditions
deteriorate in a rapid manner. StartingAlso in March 2020, government and public reaction to the COVID-19 pandemic caused substantial and rapid, and previously unexpected, business disruption and economic deterioration. Those events substantially changed our expectations for future credit loss and, accordingly, our provision was significantly elevated in 2020.
In 2021, we recognized net provision credit (negative expense) in the year overall, as a portion of credit loss accrued in 2020 was effectively reversed and underlying credit loss trends remained modest in most portfolios. In 2022 our provision expense and underlying credit loss trends returned to a more normal pattern.
PPP
In 2020, the U.S. government created a temporary Paycheck Protection Program, or PPP, in response to the COVID-19 pandemic. The PPP allowed qualifying employers to take out qualifying bank loans that were guaranteed by the federal government. The loans later were forgiven, often within a year, with the bank made whole by the program. The program ended in 2021. Our PPP revenues were approximately $122 million in 2021, but only $21 million in 2022.
Fixed Income Volatility
In 2017 and 2018, market conditions were quite subdued for our fixed income business. Starting in 2019 however, increasedmoderate market volatility and the downward direction of interest rates resulted in much higher trading volume and noninterest income in that business. In 2021, performanceour fixed income business, which largely continued in 2020 and 2021. During most of 2022 the Federal Reserve aggressively raised rates, resulting in a significant fall-off in fixed income started to moderate as market conditions started to change again, and we expect moderation to continue into 2022.revenues, which continued in 2023. See the Fixed Income discussion under Cyclicality within the Other Business Information section of this Item, which begins on page 1816, for additional information.
Sale of Visa Class B Stock in 2018
In 2018, we sold our remaining legacy stock holdings of Visa for a large gain, significantly increasing noninterest income that year.
Capital Bank Merger in 2017
Many year-end balance sheet figures (loans, deposits, etc.) increased substantially in 2017 due to the Capital Bank transaction. Full-year operating results were less noticeably impacted until 2018, because the Capital Bank transaction closed late in 2017.
Tax Reform in 2017
Corporate tax reform in December 2017 resulted in significant negative adjustments to net deferred tax asset
balance, driving a large net loss in fourth quarter that year. Financial results after 2017, in contrast, benefited significantly from lower tax rates compared to earlier years.
Monetary Policy Shifts
Although interestInterest rates during each of these years were quite low by historical standards short-term rates were raised in 2017the first three of this five-year period, and 2018. Short-term rates were reduced in 2019 and again in 2020, the latter in response to the pandemic. An asset-buying program by the Federal Reserve put downward pressure on long-term interest rates as well, especially in 2020 and 2021. These changes impactedgenerally fell during those years. This environment lowered our net interest margin raising and lowering it over this period.from 2019 to 2021. Net interest margin is a measure of the profit we make on loans and other earning assets in relation to our cost of deposits and other funding sources. Because funding costs cannot realistically fall below zero, the very low rate environment during 2020-21 resulted in historically low net interest margin levels for us.
During much of 2021, the Federal Reserve kept short-term rates low and maintained an asset-buying program intended to put downward pressure on long-term rates. Late in 2021, and continuing intoIn 2022, the Federal Reserve has signaled thatbegan to raise short-term rates in large (as much as 75 basis point) moves, and ceased its asset-buying program will cease, that it expects to start raising short-term ratesprogram. This was in reaction to price inflation experienced in the U.S. during much of 2021 and in 2022. In 2023 short-term rate increases slowed


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substantially and then stopped entirely, while long-term rates rose and then fluctuated.
During the last half of 2022 and all of 2023 the traditional two-year/ten-year yield curve for U.S. Treasury debt was inverted, meaning the two-year rate exceeded the ten-year. Historically, inversion is not common, and extended periods of inversion are quite rare. Although several factors likely contributed to the current inversion, we believe a key factor in this instance, especially in 2023, was that it expectsmarkets tried to reduce its asset holdings once buying has stopped.anticipate when, and how aggressively, the Federal Reserve would start cutting short-term rates in order to avoid or mitigate a recession. Our net interest margin improved in 2022 and, despite the inversion, improved again in 2023.
Additional information concerning monetary policy and changes to it appears: within the Effect of Governmental Policies and Proposals section of Item 1 beginning on page 2927; under the caption Risks Associated with Monetary Events beginningbegin
ning on page 3834 within Item 1A; and under the caption Federal Reserve Policy in Transition within the Market Uncertainties and Prospective Trends section of 20212023 MD&A (Item 7), which begins on page 9992.
Mortgage-Related Businesses
We lend to mortgage lending companies, we originate mortgage loans, and (until 2022) we provideprovided title and related services, thatall of which depend significantly on new and refinanced home mortgage activity. Lending to mortgage companies has been a significant business for us in all five years shown in Table 1.7,1.8, while the latter two businesses were insignificant for us until our merger with IBKC in 2020.
All three mortgage-related businesses benefited substantially from the recent low interest rate environment. As discussed above, we expect mortgageenvironment that ended in 2022. All three were adversely impacted when rates to riserose in 2022, which should moderate revenues and income in all three businesses compared to 2021.2022.



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Significant Trends Past Five Years
Noteworthy trends during these five years included:
Growth inNet interest margin declined from 2019 to 2021. However, net interest income was significant through 2018, driven by net loan growth, interest rate increases, and (in 2018) the Capital Bank merger. Growth flattened in 2019 as net loan growth, especially in mortgage warehouse lending, was offset by net interest margin declines. Margin declines continuedrose in 2020 and 2021, thoughas loan balances increased substantially with the IBERIABANK merger. Net interest income expanded again in 2022 and 2023 as margins improved with the rising-rate environment, and loan growth continued following that merger.
In 2017, an overall downward trend in noninterest income was due mainly to lower fixed income revenues, driven by challenging market conditions. The large increase in 2018 was mainly due to the Visa stock sale, along with an uptick following the Capital Bank merger. The 2017 downward trend reversed in 2019-21 as interest rates declined, market volatility increased, and fixed income revenues improved markedly. Also, 2020 and 2021 enjoyed a substantial increase in noninterest income following the IBERIABANK merger, especially in relation to consumer mortgage originations and related services. Fixed income revenues were high during those years as well. The rising rates in 2022 negatively impacted mortgage and fixed income revenues in 2022 and in 2023. The uptick in 2023's noninterest income was driven by the fee paid to FHN when the TD transaction terminated.
The large deposit upticksuptick in 2017 and 2020 werewas driven substantially by the Capital Bank, IBERIABANK and 30-branch
transactions. Also in 2020 and 2021, the federal Paycheck Protection Program (“PPP”)PPP contributed to deposit growth as proceeds from PPP loans boosted average deposit account balances. Organic growth in deposits from core banking clients grew throughout this period, even when interest rates were extremely low. That core growth is masked in some years by our deliberate reductions in market-indexed deposits, which tend to be higher rate, and in other years by those large transactions. Deposits in 2022 fell as the PPP impact receded and competitive pricing (rate) pressures increased. Deposits grew again in 2023 as a result of a successful deposit acquisition campaign.
Throughout 2020, and to a lesser extent in 2021, economic and business disruption related to the COVID-19 pandemic created substantial challenges for our clients and for our company. The disruptions in late 2021 from yet another new variant of the virus have continued in early 2022.
Toronto-Dominion Transaction
On February 27, 2022, FHN entered into an Agreement and Plan of Merger (the “TD Merger Agreement”) with The Toronto-Dominion Bank, a Canadian chartered bank (“TD”) and certain TD subsidiaries. Under that agreement, TD was to acquire FHN for an all-cash purchase price of $25 per FHN common share, with the price modestly increasing if the transaction closed later than a certain date.
On February 9, 2023, FHN and TD agreed to extend the outside date for the transaction to close until May 27, 2023. Subsequent to the extension, TD informed FHN that TD did not expect that the necessary regulatory approvals to be received in time to complete the transaction by May 27, 2023. On May 4, 2023, FHN and TD agreed to terminate the transaction.
Exited Businesses
Over the past five years, we have focused primarily on regional banking and specialty banking products and services. We have partially or fully exited some smaller
businesses during those years. Exited businesses are
managed in our corporate segment currently, and were managed in our non-strategic segment before 2020.

2022 Merger Agreement with Toronto-Dominion Bank
On February 27, 2022, FHN entered into an Agreement and Plan of Merger (the “TD Merger Agreement”) with The Toronto-Dominion Bank, a Canadian chartered bank (“TD”), TD Bank US Holding Company, a Delaware corporation and indirect, wholly owned subsidiary of TD (“TD-US”), and Falcon Holdings Acquisition Co., a Delaware corporation and wholly owned subsidiary of TD-US (“Merger Sub”).
Pursuant to the TD Merger Agreement, FHN and Merger Sub will merge (the “First Holding Company Merger”), with FHN continuing as the surviving entity in the merger. Following the First Holding Company Merger, at the election of TD, FHN and TD-US will merge (the “Second Holding Company Merger” and, together with the First Holding Company Merger, the “Holding Company Mergers”), with TD-US continuing as the surviving entity in the merger.
Upon the terms and subject to the conditions set forth in the TD Merger Agreement, each share of FHN common stock, par value $0.625 per share, (“Company Common Stock”), issued and outstanding immediately prior to the effective time of the First Holding Company Merger (the
“First Effective Time”) will be converted into the right to receive $25.00 (USD) per share in cash, without interest. If the transaction does not close on or before November 27, 2022, shareholders will receive an additional $0.65 per share of Company Common Stock on an annualized basis (or approximately 5.4 cents per month) for the period from November 27, 2022 through the day immediately prior to the closing. Each outstanding share of FHN’s preferred stock, series B, C, D, E and F, will remain issued outstanding in connection with the First Holding Company Merger. If TD elects to effect the Second Holding Company Merger, at the effective time of the Second Holding Company Merger, each outstanding share of FHN’s preferred stock will be converted into a share of a newly created, corresponding series of TD-US having terms as described in the Merger Agreement.
Following the completion of the First Holding Company Merger, at such time as determined by TD, First Horizon Bank and TD Bank, N.A., a national banking association (“TDBNA”) will merge, with TDBNA surviving as a subsidiary of TD-US (the “Bank Merger” and together with the Holding Company Mergers, the “Proposed TD Merger”).segment.


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In connection with the execution of the TD Merger Agreement, TD has agreed to purchase from FHN shares of non-voting Perpetual Convertible Preferred Stock, Series G, a new series of preferred stock of FHN (the “Series G Convertible Preferred Stock”) in a private placement transaction having an aggregate liquidation preference and purchase price of approximately $493.5 million, pursuant to a securities purchase agreement between FHN and TD entered into concurrently with the execution and delivery of the TD Merger Agreement. The Series G Convertible Preferred Stock is convertible into up to 4.9% of the outstanding shares of Company Common
Stock in certain circumstances, including the closing of the Proposed TD Merger.
Additional information regarding the Proposed TD Merger, the TD Merger Agreement, and the issuance of Series G Convertible Preferred Stock will be included under Item 1.01 “Entry into a Material Definitive Agreement”, Item 3.02 “Unregistered Sales of Equity Securities”, Item 5.03 “Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year”, and Item 8.01 “Other Events” in a Current Report on Form 8-K to be filed by FHN after this report on Form 10-K is filed.
Competition
In all aspects of the businesses in which we engage, we face substantial competition from banks doing business in our markets as well as from savings and loan associations, credit unions, other financial institutions, consumer finance companies, trust companies, investment
counseling firms, money market and other mutual funds, insurance companies and agencies, securities firms, mortgage banking companies, hedge funds, and other firms offering financial products or services.
Banking Competition
Our regional banking business primarily competes in those areas within the southern U.S. where we have banking center locations, summarized in Table 1.2. However, competition in our industry is trending away from the traditional geographic footprint model. That trend is happening throughout the industry, but the rate of change is highly uneven among different types of clients, products, and services. In our company, that trend is most evident in our specialty banking segment.
Our regional banking business serves both consumer and commercial clients. The consumer businesses remain strongly linked to our physical banking center locations, even as our delivery of financial services to consumers is increasingly focused on popular non-physical delivery methods, such as online and mobile banking. Online and mobile banking have contributed to a decline in banking center usage, but not (so far) an erosion of the link between banking center versus consumer client location. Increasingly, however, consumers are able to manage, through a single institution, their financial accounts at multiple institutions. Cross-institutional management features may contribute to a de-linking of consumers to physical banking center networks.
Our commercial businesses, especially in our specialty banking segment, also have a geographic linkage, but it is weaker. Some areas of specialty lending, such as franchise finance, mortgage warehouse lending, asset-based lending, and certain other specialty businesses (see Fixed Income Competition below) are multi-regional or national in scope rather than being heavily centered on banking center locations.
Key traditional competitors in many of our markets include Wells Fargo Bank N.A., Bank of America N.A., First-
CitizensFifth Third Bank National Association, First-Citizens Bank & Trust Company (dba(dba First Citizens Bank), SynovusHancock Whitney Bank, Truist Bank, RegionsHuntington National Bank, JPMorgan Chase Bank National Association, Regions Bank, Pinnacle Bank, PNC Bank National Association, BankUnited, Hancock WhitneySynovus Bank, Truist Bank, and PinnacleWells Fargo Bank N.A., among many others including many community banks and credit unions.
A number of recent technologies created or operated by non-banks have been integrated into the financial systems
used by traditional banks, such as the evolution of ATM cards into debit/credit cards and the evolution of debit/credit cards into smart phones. These sorts of incrementally evolutionary technologies often have expanded the market for banking services overall while siphoning a portion of the revenues from those services away from banks. Prior methods of delivering those services were disrupted, but often at a pace which all but the weakest banks could accommodate.
Recently, some evolutionary pressures have arisen which may prove to be less incremental and more disruptive. For example, in financial planning and wealth management, companies that are not traditional banks, including both long-established firms (such as Vanguard) and new ones, (such as Betterment), have developed highly-interactive systems and applications. These services compete directly with traditional banks in offering personal financial advice. The low-cost, high-speed nature of these “robo-advisor” services can be especially attractive to younger, less-affluent clients and potential clients. We and other traditional banks offer similar services, but doing so risks cannibalizing traditional business models for these services.
In recent years, certain financial companies or their affiliates that traditionally were not banks have been able


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to compete more directly with the Bank for deposits and other traditional banking services and products. IncreasedThe trend of increasing fluidity across traditional boundaries is likely to continue. Non-traditional companies competing with us for traditional banking products and services include investment banks, brokerage firms, insurance company affiliates, peer-to-peer lending arrangers, non-bank deposit acceptors, companies offering payment
facilitation services, (such as PayPal and pre-paid debit card issuers), and extremely short-term consumer loan companies. An example of a non-traditional company offering a broad range of financial
Competition for clients related to regional and specialty banking products and services is SoFi, an online/most pronounced in rate pricing (loan rates, loan spreads, and deposit rates), services pricing, scope of services offered, quality of service, convenience, and ease of use for self-service areas such as online and mobile companybanking. In 2022 and 2023, rate pricing competition for deposits was more intense than had been true in operation for about a decade, that recently was approved in the U.S. to become a bank.recent earlier years.



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Fixed Income Competition
Our fixed income business, which is part of our specialty banking segment, serves institutional clients, broadly segregated into depositories (including banks, thrifts, and credit unions) and non-depositories (including money managers, insurance companies, governmental units and agencies, public funds, pension funds, and hedge funds).
Both client groups are widely dispersed geographically, predominantly within the U.S. We have many competitors within both groups, including major U.S. and international securities firms as well as numerous regional and local firms.
Additional Information About Competition
For additional information on the competitive position of FHN and the Bank, refer to the General subsection above within this Item 1. Also, refer to the subsections entitled Supervision and Regulation and Effect of Governmental Policies, both of which are relevant to an analysis of our
competitors. Due to the intense competition in the financial services industry we can make no representation that our competitive position has or will remain constant, nor can we predict how it may change in the future.
Human Resources Management
Firstpower Culture
Our principal business is providing financial servicesFor the past 160 years, our culture has been a catalyst to our clients. Although many financial services can be deliveredsuccess. Our culture is centered around our people and their performance, promoting teamwork and collaboration to achieve results. We prioritize a healthy work environment, which enhances morale and associate satisfaction, ultimately leading to increased productivity and engagement. In 2023, we retained 90% of our associate base, including a 97% of our leadership team, indicative of our ability to attract and retain top talent even in challenging circumstances.
At the center of all that we do are our Purpose, Values and Commitment, holding ourselves to the highest standards of ethical conduct and operational excellence.
Our Purpose: To help our clients unlock their full potential with capital and counsel.
Our Values:
Put Clients First – Go above and beyond to listen, understand and solve the client’s needs. Follow through technology today, we believeand exceed expectations every step of the way.
Care About People – Treat others with respect and dignity. Foster a culture of collaboration. Demonstrate kindness and empathy for all.
Commit to Excellence in Everything We Do – Conduct business with professionalism and dignity. Embody a “can do” spirit that gets results for our clients’ experiences with ourclients.
Elevate Equity – Providing fair and equitable opportunities for associates is at the center of our diversity and inclusion efforts.
Foster Team Success – Measure wins in terms of “we” not “me.” Take pride in company success. Be invested in a critical wayshared vision for future growth.
Commitment: As teammates and as individuals, we differentiate frommust own the moment. We listen, understand and deliver.
Understanding the changing needs and expectations of our competitors. Specifically, we askworkforce is central to our success. As evidenced during the pandemic, our ability to remain nimble and responsive allows us to serve our clients and communities without disruption even when business conditions change.
We want our associates to take advantagebe inspired and empowered to perform at their best. We seek their input through formal surveys and through the Firstpower Council, a group of associates representing various areas of the company that provide direct feedback on opportunities to enhance our culture and organizational effectiveness.
The overall well-being of every opportunityassociate is important to anticipate client needsus. In addition to competitive health care benefits, wellness programs and exceed client expectations.parental and care-giver support, we offer professional development opportunities through mentoring and career development programs. Associates can actively engage with their colleagues at work and be involved in the community in a variety of ways, including through volunteerism and by participating in one or more of our associate resource groups (of which there are 10, with two additional groups set to launch in 2024).
For this “differentiated experience” strategy to succeed, we must build and nurtureCreating a diverse workforce and inclusive workplace culture that strives to attract, hire, and retain the best people available by compensating and, just as importantly, treating people fairly; ensure that associates have opportunities for professional growth and advancement within the company; support associates with appropriate workplace resources and training; promote constructive collegiality and a sense of workplace community; encourage innovation and the development of better ways to address business challenges; publicly recognize within the company associate achievements, both great and small; and promote behaviors that provide clients with best-in-class service. At First Horizon, we call that culture “Firstpower.”
We have evolved Firstpower as a part of our MOE to incorporate aspects of both organizations—expanded expertise, resources and geographic footprint—into the culture of our company. We have developed the following
Purpose, Promise and Principles to guide our associates on our core values and philosophies.
Our Purpose: First Horizonwork environment is a relationship-driven leading providerfundamental aspect of financial solutions.
Our Promise: To strengthen the lives of our associates, clients and communities.
Our Principles:
Great Place To Work – offer a collaborative and inclusive workplace that promotes associate development, performance and success
Build Strong Relationships – exceed clients’ expectations by understanding their unique needs
Deliver Results – consistently deliver shareholder value
Give Back – invest in strategic partnerships to build strong communities
Fortitude – lead with integrity, accountability, agility, resilience and compassion
We use many tools and resources—programs, events, promotions, communication channels—to nurture and enhance our Firstpower culture. This commitment starts at the top of the organization with Board of Directors oversight and executive leadership support and is embedded throughout our organization and business priorities.
Our objective is not only to attract a diverse team, but also to create an environment in which different backgrounds, opinions and perspectives are valued. We continuously focus on offering a varietyon:
Actively seeking representation of opportunities that promote mentoring, wellness, internships, diversity, inclusion, volunteering, informal shout-outsdiverse talent
Strengthening leadership capabilities and formal recognitions, careeraccountability


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management and continuing education, resource groups, and parental and care-giver support.
We believe that Firstpower is responsible for awards and recognitions we have received. Our recent recognitions have included: Forbes’ America’s Best Large Employers; Forbes’ World’s Best Banks; Fortune’s Best Workplaces in Finance and Insurance; National Association for Female Executives – Top 50 Companies for Executive Women; Dave Thomas’ Adoption-Friendly Workplaces; Diversity Best Practices Inclusion; and Bloomberg 2019 Gender-Equality Index.
In addition to our Firstpower culture, we have developed five strategic pillars for our Diversity, Equity and Inclusion
program that builds upon our track record of success, helps to ensure adoption throughout our organization, and defines a path for sustainable progress. We enable our DEI strategy through:
Ensuring representation of diverse talent
Strengthening leadership capabilities and accountability
Fostering inclusion and equality through fairness and transparency
Better serving diverse markets and clients
Investing in the well-being of communities
Our 10 commitments, which include expanding outreach and access for historically underserved groups
We made measurable progress in 2023 with the addition of diverse candidates in leadership roles, the launch of
new Associate Resource Groups, greater use of metrics to gauge our progress and the release of a new Corporate Diversity Statement.
We remain committed to creating a more equitable society, and that starts with our associates, our clients, and the communities we serve. We do this by providing capital and counsel and committing to excellence in everything we do.
Year-End Statistical Information
At December 31, 2021*2023*:
First Horizon had 7,8677,378 associates, or 7,6767,249 full-time-equivalent associates and 129 part-time equivalent associates, not including contract labor for certain services:
69%66% white, 18%20% African American, 9% Hispanic, 2%3% Asian, and 2% two or moreother races or ethnicities
63% female and 37% male
4% have disabilities
Of those, First Horizon had 1,2151,200 corporate managers:
79%76% white, 12%13% African American, 6%7% Hispanic, 2% Asian, and 1% two or more2% other races or ethnicities
54% female and 46% male
2% have disabilities
Of the managers, First Horizon had the CEO and 936 members of the CEO's Executive Management Committee:Operating Committee (composed of the CEO and leaders from across the organization):
80%86% white, 10%11% African American, 0% Hispanic, or3% Asian, and 10% two or more0% other races or ethnicities
50%44% female and 50%56% male
__________
*    Data compiled from information provided by associates. Percentages may not add to 100% due to rounding.
Other Business Information
Strategic Transactions
An element of our business strategy is to consider acquisitions and divestitures that would enhance long-term shareholder value. Significant acquisitions and divestitures which closed during the past threefive years are described in Note 2 to our 2021 Financial Statements (Item 8),Significant Developments over the Past Five Years beginning on page 13410 of this report.
The most significant transactions in the past five years are our merger of equals with IBKC in 2020 and our merger with Capital Bank Financial Corp.30-branch purchase, both in 2017.2020. IBKC’s assets comprised roughly three-sevenths of our combined assets immediately after closing in July 2020. Capital Bank’s
assets comprised roughly one-fourth of our combined assets immediately after closing in November 2017. We completed systems integration for the Capital Bank transaction in 2018, and we completed systems integration with IBKC merger in February 2022.
Other significant transactions include our purchase of 30 banking centers in July 2020, with over $2 billion of associated deposits, and our acquisition of Coastal Securities, Inc. in 2017, a leader in trading and securitizing SBA loans.
Subsidiaries
FHN’s consolidated operating subsidiaries at December 31, 20212023 are listed in Exhibit 21. Technical and regulatory details follow:
The Bank is supervised and regulated as described in Supervision and Regulation in this Item below.
The Bank is a government securities dealer. The FHN Financial division of the Bank is registered with the SEC as a municipal securities dealer and thedealer. The FHN
Financial Municipal Advisors division of the Bank is registered with the SEC as a municipal adviser.
Martin and& Company, Inc., and First Horizon Advisors, Inc., and FHN Financial Main Street Advisors, LLC are registered with the SEC as investment advisers.
First Horizon Advisors, Inc. and FHN Financial Securities Corp. are registered as broker-dealers with the SEC and all states where they conduct business for which registration is required.


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First Horizon Insurance Services, Inc., and FHIS, Inc., First Horizon Insurance Agency, Inc., Lenders Title Company, United Title & Abstract L.L.C., and United Title of Louisiana, Inc. are licensed as insurance agencies in all states where they do business for which licensing is required. First Horizon Insurance Agency, Inc. and United Title & Abstract L.L.C. are inactive.
First Horizon Advisors, Inc. is licensed as an insurance agency in the states where it does business for which licensing is required for the sale of annuity products.
Our financial subsidiaries under the Gramm-Leach-Bliley Act are: FHIS, Inc.; FHN Financial Securities Corp.; First Horizon Advisors, Inc.; First Horizon Insurance Agency, Inc.; and First Horizon Insurance Services, Inc.


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Client Concentration
Neither we nor any of our significant subsidiaries is dependent upon a single client or very few clients.
Calendar-Year Seasonality
We do not experience material seasonality. We do experience seasonal variation in certain revenues, expenses, and credit trends. Historically, these variations have somewhat increased certain expenses and diminished certain revenues for the regional and specialty banking segments, principally in the first quarter each year. In addition, we experience seasonal variation in
certain asset and liability balances, principally in the
fourth quarter (consumer mortgages, related title services, commercial lending related to consumer mortgages, certain trading balances, and certain associate-related reserves) and first quarter (consumer mortgages related title services, and commercial lending related to consumer mortgages).
Cyclicality
Banking
Financial services facilitate commercial and consumer economic activities in critical ways. In many key respects, modern financial services make modern types and volumes of economic activity possible. Put simply, we do well when our clients do well, and vice-versa. As a result, our banking business is broadly and strongly dependent on the size and strength of the U.S. economy.
Generally, when the U.S. economy is in an expansionary phase of the business cycle, our loan balances rise, income from lending tends to rise (assuming static interest rates and margins), credit losses tend to fall, and fee income tends to increase. In a contracting phase, those patterns tend to reverse. The impact of those factors on our operating results can be substantial, especially if they consistently move up or down at the same time.
Our traditional banking businesses are crucially dependent on the level of interest rates, whether federal monetary policy is easing or tightening, and on the shape of the interest rate yield curve. These factors also are cyclical, and are related in complex ways with the business cycle mentioned above.
These factors, and their impacts on us, often are mixed rather than consistently positive or negative. For example: low interest rates reduce the interest income we earn, reduce our costs of funding, tend to stimulate economic
activity and loan growth, and, through lower debt service, tend to ease financial pressure on clients, reducing default risk. If the yield curve remains relatively steep, with long-term interest rates noticeably higher than short rates, our net interest margin will tend not to be significantly compressed by the lower rate environment, since lower short rates will keep our depositfunding costs down while higher long rates will support the rates we can charge on lending. But if rates fall low enough (as they havedid in recent years)2020-21), the yield curve will flatten and our margins will suffer. Moreover, the Federal Reserve tends to lower rates in response to, or to avoid, a weakening economy. Economic weakness tends to diminish client borrowing and other activities which benefit our performance.
Further information on these topics is presented: within Item 1A (which begins on page 3129), in Risk from Economic Downturns and Changes, Risks Associated with Monetary Events, Liquidity and Funding Risks, and Interest Rate and Yield Curve Risks; and, within 20212023 MD&A (Item 7), in Executive Overview (page 6155), Interest Rate Risk Management (page 9384), and Market Uncertainties and Prospective Trends (page 9992).
Fixed Income
Our fixed income and capital markets business, reported as part of our specialty banking segment, is significantly affected by interest rate cycles which, in turn, are affected by general economic and business cycles.


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In broad terms, the typical impact of Federal Reserve interest and monetary policy on our fixed income business is summarized in Table 1.8.1.9.
Table 1.81.9
Typical Impact of Fed Policy on
Fixed Income Performance
Federal Reserve Policy Phase
TighteningNeutralEasing
Fixed Income
Performance Tends to be
WeakerAverageStronger
“Tightening” can include actions by the Federal Reserve to raise short-term interest rates, raisepush long-term rates up, tighten credit, shrink the money supply, and decelerate economic activity. “Easing” can include actions by the Federal Reserve to lower short-term interest rates, lowerpush long-term rates down, loosen credit, expand the money supply, and accelerate economic activity. Expectations of policy actions can have impacts similar to the actions themselves.
In terms of tightening vs. easing, the Federal Reserve policy phase sometimes is clearly known, but sometimes is not. Although Federal Reserve actions at a given time can consistently support one phase, often they are a mix. For example, Thethe Federal Reserve may want to flatten the yield curve by raising short-term rates while loweringpushing long-term rates down, or steepen the curve by taking the


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opposite actions. Complicating any forecast, the Federal Reserve can directly affect short-term rates but can only influence long-term rates, which are market-driven and which can defy the Federal Reserve's intentions. Also, major exogenous factors, such as the COVID-19 pandemic, can significantly impact the capital markets and the performance of our fixed income business. In broad terms, these relationships are summarized in Table 1.9.1.10.
Table 1.91.10
Key Drivers of
Fixed Income Performance
DriverIf Driver Is:FI Revenues Tend to Be:
Interest ratesRisingRising/upLower
FallingFalling/downHigher
Market volatilityLow
Extreme
(low or high)
Lower
ModerateHigher
Yield curveFlatterFlat or InvertedLower
SteeperSteepHigher
Credit spreadsNarrowerTighterLower
WiderHigher
Depository LiquidityLowerLower
GreaterHigher
Economy outlookPositiveLower
NegativeHigher
In many circumstances these drivers deliver mixed impacts on fixed income performance, with some pushing higher while others push lower, or with some drivers pushing weakly while others are stronger. If most or all drivers strongly push in the same direction at the same time, fixed income performance usually is strongly impacted. Revenue levels in a strongly “higher” year can be more than double what they are in a strongly “lower”
year. As a result, fixed income performance can be highly variable from year to year.
Mortgage Origination and Related ServicesMortgage-Related Businesses
The strength or weakness of consumer mortgage lending activity in the U.S. impacts threetwo businesses of ours: mortgage origination and related services, title services, and commercial lending to other mortgage lenders.
Mortgage lending activity is strongly linked to interest rate cycles. Activity tends to be inversely related to prevailing mortgage rates: when rates are high, home-buying and refinancing decrease, and when rates are low, home-buying and refinancing increase. Moreover, expectations about near-term future mortgage rates can accelerate or delay those impacts, as borrowers rush to avoid future rate increases or wait for future rate decreases.
Market Outlook
The single2024 is likely to be an inflection year, making outlook predictions more uncertain than usual. However, early in 2024, the two most important market factorfactors in 2022 for FHN2024 appear likely willto be (i) whether, when, and to what extent, short-term and long-term interest rates rise from the very low levels seen in 2020 and 2021. A key corollary will beby how rate changes affect the shape of the yield curve. Early in 2022, when this report was prepared and filed, long-term rates in the markets have risen modestly in reaction to, and perhaps in anticipation of, Federal Reserve actions. FHN believes it is likely thatmuch the Federal Reserve will actdecide to causeimplement short-term rate decreases, and (ii) whether the U.S. economy will slide into recession and, if so, how deep and long and short ratesit will be. Both factors, especially the first, assume that inflation in the U.S. will not start to rise duringincrease in 2024. Resumption of rising prices could prompt the year, though FHN cannot predictFederal Reserve to resume short-term rate increases which, in turn, could increase the timing or degreerisk of effectiveness of those actions.a recession.
Additional information concerning market uncertainties and trends appears in Market Uncertainties and Prospective Trends within 20212023 MD&A (Item 7) beginning on page 9992, especially under the captionscaption Inflation, Recession, and Federal Reserve Policy in Transition and COVID-19 Pandemic.Policy.
Other Business Information Associated with this Report
For additional information concerning our business, refer to 20212023 MD&A (Item 7) beginning on page 54.



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Business Information External to this Report
Our current primary internet address is www.firsthorizon.com. A link to the Investor Relations section of our internet website appears near the bottom of the home page of our website. WithinNear the top of the Investor Relations homepage there is a "Learn More""SEC Filings" link associated with "SEC Filings."in the banner. Clicking that link makes available to the public, free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form
8-K, proxy statements, and amendments
thereto as soon as reasonably practicable after we file such material with, or furnish such material to, the Securities and Exchange Commission. Additional information regarding materials available on our website is provided in Item 10 of this report beginning on page 214205. No information external to this report and its exhibits, unless specifically noted otherwise, is incorporated into this report.


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Supervision and Regulation
Scope of this Section
This section describes certain of the material elements of the regulatory framework applicable to bank and financial holding companies and their subsidiaries, and to companies engaged in securities and insurance activities. It also provides certain specific information about us. To the extent that the following information describes
statutory and regulatory provisions, it is qualified in its entirety by express reference to each of the particular statutory and regulatory provisions. A change in applicable statutes, regulations, or regulatory policy may have a material effect on our business.
Overview
The Corporation
First Horizon Corporation is a bank holding company and financial holding company within the meaning of the Bank Holding Company Act of 1956, as amended (the “BHCA”), and is registered with the Federal Reserve. We are subject to the regulation and supervision of, and to examination by, the Federal Reserve under the BHCA. We are required to file with the Federal Reserve annual reports and such additional information as the Federal Reserve may require pursuant to the BHCA.
A bank holding company that is not a financial holding company is limited to engaging in “banking” and activities found by the Federal Reserve to be “closely related to banking.” Eligible bank holding companies that elect to become financial holding companies may affiliate with securities firms and insurance companies and engage in a broader range of activities that are “financial in nature.” See Financial Activities other than Banking within this Supervision and Regulation discussion below.
The Federal Reserve may approve an application by a bank holding company to acquire a bank located outside the acquirer’s principal state of operations without regard to whether the transaction is prohibited under state law, although state law may still impose certain requirements. See Interstate Branching and Mergers and Community Reinvestment Act (“CRA”), both within this Supervision and Regulation discussion below.
The Tennessee Bank Structure Act of 1974, among other things, prohibits (subject to certain exceptions) a bank holding company from acquiring a bank for which the
home state is Tennessee (a “Tennessee bank”) if, upon consummation, the company would directly or indirectly control 30% or more of the total deposits in insured depository institutions in Tennessee. As of June 30, 2021,2023, the FDIC reports that the Bank held approximately 15%14% of such deposits.
The Bank
First Horizon Bank, our most significant subsidiary, is a Tennessee banking corporation subject to the regulation and supervision of, and to examination by, the TDFI. In addition to general supervision and examination powers,
the TDFI has the power to approve mergers with the Bank, the Bank’s issuance of preferred stock or capital notes, the establishment of banking centers, and many other corporate actions.
The Bank has chosen to be a member of the Federal Reserve. As a result, the Federal Reserve is the Bank’s primary federal regulator. As a member, the Bank must buy and hold stock in its district Federal Reserve Bank equal to 6% of the Bank’s capital stock and surplus. The Bank is paid a dividend on its investment at a rate which varies with ten-year U.S. Treasury rates, capped at 6%. The Bank cannot sell its investment in Federal Reserve Bank stock, and the investment provides the Bank with no control over the Federal Reserve System.
Tennessee law requires the Bank, as a member of the Federal Reserve, to comply with federal capital and many other regulatory requirements in lieu of, or sometimes in addition to, state requirements. For that reason, this Supervision and Regulation section focuses on federal


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requirements for many topics related to the Bank, mentioning state requirements only where significant.
From 1864 until 2019, the Bank was a national banking association subject to the regulation and supervision of, and to examination by, the Office of the Comptroller of the Currency. In 2019, the Bank converted from a national bank to a Tennessee state bank. Conversion did not significantly alter the scope of the Bank’s activities: Tennessee law generally allows a Tennessee state bank to take any action that a Tennessee-based national bank could take.
The Bank is insured by, and subject to regulation by, the FDIC and is subject to regulation in certain respects by the CFPB. The Bank is also subject to various requirements and restrictions under federal and state law, including requirements to maintain reserves against deposits, restrictions on the types and amounts of loans that may be made and the interest that may be charged, limitations on the types of investments that may be made, activities
that may be engaged in, and types of services that may be offered. Various consumer laws and regulations also affect the operations of the Bank. In addition, several of the Bank’s subsidiaries are regulated separately, as discussed in Subsidiaries within this Item 1 under the Other Business Information discussion above, which begins on page 1816.
In addition to the impact of regulation, commercial banks are affected significantly by the actions of the Federal Reserve as it attempts to control interest rates, money supply, and credit availability in order to influence the economy. Also, the Bank and certain of its subsidiaries are prohibited from engaging in certain tie-in arrangements in


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connection with extensions of credit, leases or sales of property, or furnishing products or services.
The regulatory framework governing banks and the financial industry is intended primarily to protect
depositors and the Federal Deposit Insurance Fund, not to protect our Bank or our security holders.
Regulatory Tiers Based on Asset Size
Many rules dealing with critical regulatory topics divide banks into tiers based largely or entirely on asset size. Different topics have different cut-off points for the tiers. Within each topic, different rules apply to the different tiers.
Cut-off points vary significantly. However, as a rough generalization, for many regulatory topics the critical cut-off points are $10 billion, $100 billion, and $250 billion. Companies with less than $10 billion are less regulated in several important ways than we are, and companies with
$250 billion or more are regulated much more severely in many important ways than we are. As a result, under current law, compliance requirements, costs, and restrictions grow with size, they tend to change abruptly as a company crosses to the next tier, and we are in a middle tier in many respects.
The remainder of this Supervision and Regulation discussion focuses primarily on current rules which apply to FHN based on our current asset size.
Large-Bank Supervision Risk Categories
Federal regulators have established four risk-based categories for applying enhanced prudential standards (enhanced for larger banks). Category I applies to the global systemically important companies. Categories II, III, and IV apply (with certain exceptions) to institutions with total consolidated assets of at least $700 billion, $250
billion, and $100 billion, respectively. Currently, we and the Bank are below Category IV’s floor and therefore, generally, we are not subject to enhanced prudential standards.
As a practical matter, as we approach $100 billion, we will have to prepare for Category IV compliance. Doing that
will require us to invest in systems and staffing. As a result, a portion of the compliance costs associated with Category IV status will be borne before we reach the Category IV threshold.
Also, Category IV compliance requirements are proposed to be expanded. If adopted, compliance costs and restrictions would increase substantially. A few of the proposed changes would apply to companies having $50 to $100 billion in total assets, like us.
Payment of Dividends
First Horizon Corporation is a legal entity separate and distinct from First Horizon Bank and other subsidiaries. Our principal source of cash flow, including cash flow to pay dividends on our stock or to pay principal (including premium, if any) and interest on debt securities, is dividends from the Bank. There are statutory and regulatory limitations on the payment of dividends by the Bank to us, as well as by us to oursour shareholders.
The Corporation
Under Tennessee corporate law, we are not permitted to pay cash dividends if, after giving effect to such payment, we would not be able to pay our debts as they become
due in the usual course of business or our total assets would be less than the sum of our total liabilities plus any amounts needed to satisfy any preferential rights if we were dissolving. In addition, in deciding whether or not to declare a dividend of any particular size, our Board must consider our current and prospective capital, liquidity, and other needs, including the needs of the Bank which we are obligated to support.
The Bank
Under Tennessee corporate law, the Bank (like the Corporation, discussed above) may not pay a dividend if the Bank would not be able to pay its debts when due or if


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the Bank’s assets would be inadequate, in a dissolution, to pay liabilities and preferential rights. Similarly, the Bank’s Board must consider current and prospective needs in making a decision to declare a dividend.
In addition, in order to pay cash dividends, the Bank must obtain the prior approval of the Federal Reserve and the TDFI Commissioner if the total of all dividends declared by the Bank’s board of directors in any calendar year exceeds the total of (i) the Bank’s retained net income for that year plus (ii) the Bank’s retained net income for the preceding two years, less certain required capital transfers, as applicable. Below that ceiling, approval generally is not required (but see Other Factors Affecting Dividends immediately following this discussion). Applying the dividend restrictions imposed under applicable federal and state rules, the Bank’s total amount available for dividends, without obtaining regulatory approval, was $1.1


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$1.2 billion at January 1, 2022.2024. The application of those restrictions to the Bank is discussed in more detail in the following sections, all of which is incorporated into this Item 1 by reference: under the caption Liquidity Risk Management in our 20212023 MD&A (Item 7) beginning on page 9588 of this report; and under the caption Restrictions on dividends in Note 13—12—Regulatory Capital and Restrictions of our 20212023 Financial Statements (Item 8), beginning on page 159154.
Other Factors Affecting Dividends
If, in the opinion of the Federal Reserve, we or the Bank are engaged in or about to engage in an unsafe or unsound practice (which, depending on the financial condition of FHN or the Bank, could include the payment of dividends), the Federal Reserve may require us or the Bank to cease and desist from that practice. The federal banking agencies have indicated that paying dividends that deplete a depository institution’s or holding
company’s capital base to an inadequate level would be an unsafe and unsound banking practice.
In addition, under the Federal Deposit Insurance Act, an FDIC-insured depository institution (such as the Bank) may not make any capital distributions, pay any management fees to its holding company, or pay any dividend if it is undercapitalized or if such payment would cause it to become undercapitalized.
The payment of cash dividends by us or by the Bank also may be affected or limited by other factors, such as the requirement to maintain adequate capital above regulatory guidelines and requirements imposed by debt covenants. For example, as discussed under Capital Adequacy within this Supervision and Regulation discussion below, our ability to pay dividends would be restricted if itsour capital ratios fell below minimum regulatory requirements plus a capital conservation buffer.
The Federal Reserve generally requires insured banks and bank holding companies to pay dividends only out of current operating earnings. The Federal Reserve has released a supervisory letter advising, among other things, that a bank holding company should inform the Federal Reserve and should eliminate, defer, or significantly reduce its dividends if (i) the bank holding company’s net income available to shareholders for the past four quarters, net of dividends previously paid during that period, is not sufficient to fully fund the dividends; (ii) the bank holding company’s prospective rate of earnings is not consistent with the bank holding company’s capital needs and overall current and prospective financial condition; or (iii) the bank holding company will not meet, or is in danger of not meeting, its minimum regulatory capital adequacy ratios.
Transactions with Affiliates
The Bank’s ability to lend or extend credit to its parent companyus or nonbank subsidiaries (including for purposes of this paragraph, in certain situations, subsidiaries of the Bank)our other affiliates is restricted. The Bank and its subsidiaries generally may not extend credit to us or to any other affiliate of ours in an amount which exceeds 10% of the Bank’s capital stock and surplus and may not extend credit in the aggregate to us and all such affiliates in an amount which exceeds 20% of itsthe Bank's capital stock and surplus. Extensions of credit and other transactions between the Bank and us or such other affiliates must be on terms and under circumstances, including credit standards, that are substantially the same or at least as favorable to the Bank as those prevailing at the time for comparable transactions with non-affiliated companies. Further, the
type, amount, and quality of
collateral which must secure such extensions of credit is regulated.
There are similar legal restrictions on: the Bank’s purchases of or investments in the securities of and purchases of assets from us or our nonbank subsidiaries;other affiliates; the Bank’s loans or extensions of credit to third parties collateralized by the securities or obligations of us or our nonbank subsidiaries;other affiliates; the issuance of guaranties, acceptances, and letters of credit on behalf of us or our nonbank subsidiaries;other affiliates; and certain bankBank transactions with us or our nonbank subsidiaries,other affiliates, or with respect to which we or our nonbank subsidiariesother affiliates act as agent, participate, or have a financial interest.



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Capital Adequacy
Federal financial industry regulators require that regulated institutions maintain minimum capital levels. The capital rules in the U.S. are based on international standards known as “Basel III.” Those U.S. rules require the following:
Common Equity Tier 1 Capital Ratio. For all supervised financial institutions, including us and the Bank, the ratio of Common Equity Tier 1 Capital to risk-weighted assets (“Common Equity Tier 1 Capital ratio”) must be at least 4.5%. To be “well capitalized” the Common Equity Tier 1 Capital ratio must be at
least 6.5%. Common Equity Tier 1 Capital consists of core components of Tier 1 Capital. The core components consist of common stock plus retained earnings net of goodwill, other intangible assets, and certain other required deduction items. At December 31, 2021,2023, our Common Equity Tier 1 Capital Ratio was 9.92%11.40% and the Bank’s was 10.75%11.40%.
Tier 1 Capital Ratio. For all supervised financial institutions, including us and the Bank, the ratio of Tier 1 Capital to risk-weighted assets must be at least 6%. To be “well capitalized” the Tier 1 Capital ratio


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must be at least 8%. Tier 1 Capital consists of the Tier 1 core components discussed in the bulleted paragraph immediately above, plus non-cumulative perpetual preferred stock, a limited amount of minority interests in the equity accounts of consolidated subsidiaries, and a limited amount of cumulative perpetual preferred stock, net of goodwill, other intangible assets, and certain other required deduction items. At December 31, 2021,2023, our Tier 1 Capital Ratio was 11.04%12.42% and the Bank’s was 11.22%11.82%.
Total Capital Ratio. For all supervised financial institutions, including us and the Bank, the ratio of Total Capital to risk-weighted assets must be at least 8%. To be “well capitalized” the Total Capital ratios must be at least 10%. At December 31, 2021,2023, our Total Capital Ratio was 12.34%13.96% and the Bank’s was 12.41%13.17%.
Capital Conservation Buffer. If a capital conservation buffer of an additional 2.5% above the minimum required Common Equity Tier 1 Capital ratio, Tier 1 Capital ratio, and Total Capital ratio is not maintained, special restrictions would apply to capital distributions, such as dividends and stock repurchases, and on certain compensatory bonuses.
Leverage Ratio—Base. For all supervised financial institutions, including us or the Bank, the Leverage ratio must be at least 4%. To be “well capitalized” the Leverage ratio must be at least 5%. The Leverage ratio is Tier 1 Capital divided by quarterly average assets net of goodwill, certain other intangible assets, and certain required deduction items. At December 31,
2021, 2023, our Leverage ratio was 8.08%10.69% and the Bank’s was 8.20%10.20%.
Leverage Ratio—Supplemental. For the largest internationally active supervised financial institutions, not including us or the Bank, a minimum supplementary Leverage ratio must be maintained
that takes into account certain off-balance sheet exposures.
We believe that we and the Bank were in compliance with applicable minimum capital requirements as of December 31, 2021.
Federal regulators have incorporated market and interest-rate risk components into its risk-based capital standards. Those standards explicitly identify concentration of credit risk and certain risks arising from non-traditional activities, and the management of such risks, as important qualitative factors to consider in assessing an institution’s overall capital adequacy.
Federal regulators’ market risk rules are applicable to covered institutions—those with aggregate trading assets and trading liabilities of at least 10% of their total assets or at least $1 billion. We and the Bank are covered institutions under the rule. The rules specify the methodology for calculating the amount of risk-weighted assets related to trading assets and include, among other things, the addition of a component for stressed value at risk. The rule eliminates the use of credit ratings in calculating specific risk capital requirements for certain debt and securitization positions. Alternative standards of creditworthiness are used for specific standardized risks, such as exposures to sovereign debt, public sector entities, other banking institutions, corporate debt, and securitizations. In addition, an 8% capital surcharge applies to certain covered institutions, not including us or the Bank.
Moreover, theThe Federal Reserve has indicated that it considers a “Tangible Tier 1 Capital Leverage Ratio” (deducting all intangibles) and other indicators of capital strength in evaluating proposals for expansion or new activities.
Failure to meet capital guidelines could subject a bank to a variety of enforcement remedies, including the termination of deposit insurance by the FDIC, and to certain restrictions on its business and in certain circumstances to the appointment of a conservator or receiver. See Prompt Corrective Action (PCA) immediately below for additional information.
In addition, the Bank is required to have a capital structure that the TDFI determines is adequate, based on TDFI’s assessment of the Bank’s businesses and risks. The TDFI may require the Bank to increase its capital, if found to be inadequate.


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Prompt Corrective Action (PCA)
Federal banking regulators must take “prompt corrective action” regarding FDIC-insured depository institutions (such as the Bank) that do not meet minimum capital requirements. For this purpose, insured depository
institutions are divided into
five capital categories. The specific requirements applicable to usour Bank are summarized in Table 1.10.1.11.


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Table 1.101.11
REQUIREMENTS FOR PCA CAPITALIZATION CATEGORIES
Well capitalized
Common Equity Tier 1 Capital ratio of at least 6.5%
Tier 1 Capital ratio of at least 8%
Total Capital ratio of at least 10%
Leverage ratio of at least 5%
Not subject to a directive, order, or written agreement to meet and maintain specific capital levels
Adequately capitalized
Common Equity Tier 1 Capital ratio of at least 4.5%
Tier 1 Capital ratio of at least 6%
Total Capital ratio of at least 8%
Leverage ratio of at least 4%
Not subject to a directive, order, or written agreement to meet and maintain specific capital levels
UndercapitalizedFailure to maintain any requirement to be adequately capitalized
Significantly UndercapitalizedFailure to maintain Common Equity Tier 1 Capital ratio of at least 3%, Tier 1 Capital ratio of at least 4%, Total Capital ratio of at least 6%, or a Leverage ratio of at least 3%
Critically UndercapitalizedFailure to maintain a level of tangible equity equal to at least 2% of total assets

At December 31, 2021,2023, the Bank had sufficient capital to qualify as “well capitalized” under the regulatory capital requirements discussed above. An institution may be deemed to be in a capitalization category that is lower than is indicated by its actual capital position if it receives an unsatisfactory examination rating. Institutions generally are not allowed to publicly disclose examination results.
An FDIC-insured depository institution generally is prohibited from making any capital distribution (including payment of dividends) or paying any management fee to its holding company if the depository institution would thereafter be undercapitalized. Undercapitalized depository institutions are subject to restrictions on borrowing from the Federal Reserve System. In addition, undercapitalized depository institutions are subject to growth limitations and are required to submit capital restoration plans. An insured depository institution’s holding company must guarantee the capital plan, up to an amount equal to the lesser of 5% of the depository institution’s assets at the time it becomes
undercapitalized or the amount of the capital deficiency when the institution fails to comply with the plan, for the plan to be accepted by the applicable federal regulatory authority. The federal banking agencies may not accept a capital plan without determining, among other things, that the plan is based on realistic assumptions and is likely to succeed in restoring the depository institution’s capital. If a depository institution fails to submit an acceptable plan, it is treated as if it were significantly undercapitalized.
Significantly undercapitalized depository institutions may be subject to a number of requirements and restrictions, including orders to sell sufficient voting stock to become adequately capitalized, requirements to reduce total assets, and cessation of receipt of deposits from correspondent banks.
Critically undercapitalized depository institutions are subject to appointment of a receiver or conservator, generally within 90 days of the date on which they become critically undercapitalized.
Liquidity Coverage Ratio
The liquidity coverage ratio, or LCR, refers to the amount of liquid assets (cash, cash equivalents, or short-term securities) banks are required to keep on hand to meet a hypothetically projected total net cash outflowsoutflow over a forward-looking 30-day period of stress. The stressed outflow estimate is based a standard set of hypothetical assumptions set forth in regulatory requirements. The LCR
is designed to ensure banks hold a buffer of high-quality liquid assets so that they can meet their short-term liquidity needs and remain stable and strong in a stressed environment. Liquid assets generally provide low income
levels compared to other investments, so a higher LCR requirement can negatively impact a bank's earnings.



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The LCR requirement does not apply to institutions with assets of less than $100 billion, and so does not apply to us or the Bank.Bank currently. For larger institutions, the minimum LCR requirement increases based on a bank’s asset size.
Category IV banks, with at least $100 billion in assets, are not subject to LCR requirements unless they have at least $50 billion in weighted short-term wholesale funding.



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Holding Company Structure and Support of Subsidiary Banks
Because we are a holding company, our right to participate in the assets of any subsidiary upon the latter’s liquidation or reorganization will be subject to the prior claims of the subsidiary’s creditors (including depositors in the case of the Bank), except to the extent that we may be a creditor with recognized claims against the subsidiary. In addition, depositors of a bank, and the FDIC as their subrogee, would be entitled to priority over the other creditors in the event of liquidation of the bank.
Under Federal Reserve policy we are expected to act as a source of financial strength to, and to commit resources to
support, the Bank. This support may be required at times even if, absent such Federal Reserve policy, we might not wish to provide it. In addition, any capital loans by a bank holding company to any of its subsidiary banks are subordinate in right of payment to deposits and to certain other indebtedness of the subsidiary bank. In the event of a bank holding company’s bankruptcy, any commitment by the bank holding company to a federal bank regulatory agency to maintain the capital of a subsidiary bank will be assumed by the bankruptcy trustee and entitled to a priority of payment.
Cross-Guarantee Liability
A depository institution insured by the FDIC can be held liable for any loss incurred by, or reasonably expected to be incurred by, the FDIC in connection with (i) the default of a commonly controlled FDIC-insured depository institution or (ii) any assistance provided by the FDIC to any commonly controlled FDIC-insured depository institution “in danger of default.” “Default” is defined generally as the appointment of a conservator or receiver and “in danger of default” is defined generally as the existence of certain conditions indicating that a default is likely to occur in the absence of regulatory assistance. The FDIC’s claim for damages is superior to claims of shareholders of the insured depository institution or its
holding company but is subordinate to claims of depositors, secured creditors, and holders of subordinated debt (other than affiliates) of the commonly controlled insured depository institution.
Currently the Bank is our only depository institution subsidiary. If we were to own or operate another depository institution, any loss suffered by the FDIC in respect of one subsidiary bank would likely result in assertion of the cross-guarantee provisions, the assessment of estimated losses against our other subsidiary bank(s), and a potential loss of our investment in our subsidiary banks.
Interstate Branching & Mergers
As mentioned above, the Bank generally must have TDFI’s approval to establish a new banking center (technically, a “branch”). For a new banking center located outside of Tennessee, Tennessee law requires the Bank to comply with branching laws applicable to the state where the new banking center will be located. Federal law allows the Bank to establish or acquire a branch in another state to the same extent as a bank chartered in that other state would be allowed to establish or acquire a branch in Tennessee.
For an interstate merger or acquisition: the acquiring bank must be well-capitalized and well-managed; concentration limits on liabilities and deposits may not be
exceeded; regulators must assess the transaction for
incremental systemic risk; and the acquiring bank must have at least “satisfactory” standing under the federal Community Reinvestment Act (discussed immediately below). Moreover, mergers and acquisitions that are large enough are subject to anti-trust review and approval by the U.S. Department of Justice.
Once a bank has established branches in a state through de novo or acquired branching or through an interstate merger transaction, the bank may then establish or acquire additional branches within that state to the same extent that a bank chartered in that state is allowed to establish or acquire branches within the state.
Community Reinvestment Act (“CRA”)
The CRA requires each U.S. bank, consistent with safe and sound operation, to help meet the credit needs of each community where the bank accepts deposits, including low- and moderate-income (“LMI”) communities. The Federal Reserve assesses the Bank periodically for CRA
compliance, and that assessment is made public. The Bank’s LMI operations and activities traditionally are critical focal points in those assessments.
A CRA rating below “satisfactory”“Satisfactory” can slow or halt a bank’s plans to expand by branching, acquisition, or merger, and


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can prevent a bank holding company from becoming a financial holding company. In its most recent CRA assessment, for 2020, the Bank received ratings of "High
Satisfactory" in Lending and in Service, "Outstanding" in Investment, and "Satisfactory" overall. The next CRA assessment is expected to be completed in 2024.


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Financial Activities other than Banking
Federal Law
Federal law generally allows financial holding companies broad authority to engage in activities that are financial in nature or incidental to a financial activity. These include: insurance underwriting and brokerage; merchant banking; securities underwriting, dealing, and market-making; real estate development; and such additional activities as the Federal Reserve in consultation with the Secretary of the Treasury determines to be financial in nature or incidental. A bank holding company may engage in these activities directly or through subsidiaries by qualifying as a “financial holding company.” To qualify as a financial holding company, a bank holding company must file an initial declaration with the Federal Reserve, certifying that all of its subsidiary depository institutions are well-managed and well-capitalized.
Federal law also permits banks to engage in certain of these activities through financial subsidiaries. To control or hold an interest in a financial subsidiary, a bank must meet the following requirements:
(1)    The bank must receive approval from its primary federal regulator for the financial subsidiary to engage in the activities.
(2)    The bank and its depository institution affiliates must each be well-capitalized and well-managed.
(3)    The aggregate consolidated total assets of all of the bank’s financial subsidiaries must not exceed the lesser of:of 45% of the bank’s consolidated total assets;assets, or $50 billion (subject to indexing for inflation).
(4)    The bank must have in place adequate policies and procedures to identify and manage financial and operational risks and to preserve the separate identities and limited liability of the bank and the financial subsidiary.
(5)    If the bank is among the 100 largest banks, the bank must meet the long-term debt ratingcreditworthiness or alternativeother criteria
standards adopted by the Federal Reserve and the U.S. Secretary of the Treasury from time to time. If this fifth requirement ceases to be met after a bank controls or holds an interest in a financial subsidiary, the bank cannot invest additional capital in that subsidiary until the requirement again is met.
No new activity may be commenced unless the bank and all of its depository institution affiliates have at least “satisfactory” CRA ratings. Certain restrictions apply if the bank holding company or the bank fails to continue to meet one or more of the requirements listed above.
In addition, federal law contains a number of other provisions that may affect the Bank’s operations, including limitations on the use and disclosure to third parties of client information.
At December 31, 2021,2023, we are a financial holding company and the Bank has a number of financial subsidiaries, as discussed in Subsidiaries within this Item 1 under the Other Business Information discussion, which begins on page 1816.
Tennessee Law
Tennessee law does not expressly restrict the activities of a bank holding company or its non-bank affiliates. However, no Tennessee bank may maintain a branch office on the premises of an affiliate if the affiliate is engaged in activities that are not permissible for a bank holding company, a financial holding company, a national bank, or a national bank subsidiary under federal law. Tennessee law permits Tennessee banks to establish subsidiaries and to engage in any activities permissible for a national bank located in Tennessee, subject to compliance with Tennessee regulations relating to the conduct of such activities for the purpose of maintaining bank safety and soundness.
Interchange Fee Restrictions
Regulations severely cap interchange fees which the Bank may charge merchants for debit card transactions.
Regulatory changes proposed in 2023, if adopted, would lower that cap.
Volcker Rule
The so-called Volcker rule (1) generally prohibits banks from engaging in proprietary trading, which is engaging as principal (for the bank’s own account) in any purchase or
sale of one or more of certain types of financial
instruments, and (2) limits banks’ ability to invest in or sponsor hedge funds or private equity funds.



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Consumer Regulation by the CFPB
The CFPB adopts and administers significant rules affecting consumer lending and consumer financial services. Key rules for the Bank include detailed regulation
of mortgage servicing practices and detailed regulation of mortgage origination and underwriting practices. The latter rules, among other things, establish the definition of


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a “qualified mortgage” using traditional underwriting practices involving down payments, credit history, income levels and verification, and so forth. The rules do not prohibit, but do tend to discourage, lenders from originating non-qualified mortgages.
In 2022, a federal appellate court ruled that structural aspects related to the CFPB's creation (in 2010) and
operation were unconstitutional; the court therefore invalidated a CFPB rule at issue in that case. Later, a different appellate court in a separate case ruled the opposite way. The question has been appealed to the U.S. Supreme Court. If the U.S. Supreme Court affirms the first ruling, the legal validity of CFPB rules and actions generally could be called into question.
Data Security & Portability
Security & Privacy
Federal law requires banks to implement a comprehensive information security program that includes administrative, technical, and physical safeguards. Banks are required to have appropriate data governance practices and risk management processes as key functions supporting its operational resilience.
Data privacy and protection increasingly is a significant legislative, regulatory, and societal concern. The concern is driven by major technological and societal shifts in the past 20 years, led by relatively unregulated firms such as Amazon.com, Alibaba, Facebook, and Google and their many clients worldwide. Those firms have gathered large amounts of personal details about millions of people, and today have the ability to analyze that data and act on that analysis very quickly. TheseThe firms seek to understand enough about a person to know what a person wants before the person does.
Banks (as mentioned above) already are subject to significant privacy regulations. Probably for that reason, the banking industry is not at the political center of these concerns today.currently. Even so, banks are likely to be affected by broader legislative and regulatory responses to the
perceived problems. Two prominent responses to date
include the European Union General Data Protection Regulation and the California Data Privacy Protection Act. Neither is a banking industry regulation, but both apply to banks in relation to certain clients.clients and data. To date, neither has had a material impact on the Bank.
Portability & Client Control
Federal law restricts the Bank’s ability to share certain information with affiliates and non-affiliates for marketing and/or non-marketing purposes, or to contact clients with marketing offers. Affiliate and non-affiliate sharing initiated by the Bank generally is permitted with client consent.
Increasingly, banks are being required to permit, enable, and support client control of client data, including the sharing of client data with Bank affiliates and with outside organizations. These requirements, which still are evolving, are intended to foster data portability for clients and greater competition among financial services firms. However, they also significantly increase data security risks because they create additional access channels for bad actors to try to exploit, or they make accessing existing channels easier or faster.
FDIC Insurance Assessments; DIFA
U.S. bank deposits generally are insured by the Deposit Insurance Fund (“DIF”), administered by the FDIC. The system of FDIC insurance premium rates charged consists of a rate grid structure in which base rates range from 5 to 35 basis points annually, and in 2023 fully adjusted rates rangeranged from 2.5 to 4542 basis points annually. (A basis point is equal to 0.01%.) For 2023 the FDIC implemented a temporary increase generally equal to 2 basis points. Also, for eight quarters starting in 2024, the FDIC has imposed a special assessment, of 3.36 basis points per quarter, intended to replenish the DIF in the aftermath of three large regional bank failures that occurred in March and May of 2023.
Key factors in the grid include: the institution’s risk category (I to IV); whether the institution is deemed large and highly complex; whether the institution qualifies for an unsecured debt adjustment; and whether the institution is burdened with a brokered deposit
adjustment. Other factors can impact the base against
which the applicable rate is applied, including (for example) whether a net loss is realized.
Insurance of deposits may be terminated by the FDIC upon a finding that the institution has engaged in unsafe and unsound practices, is in an unsafe or unsound condition to continue operations, or has violated any applicable law, regulation, rule, order, or condition imposed by a federal bank regulatory agency.


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Depositor Preference
Federal law provides that deposits and certain claims for administrative expenses and associate compensation against an insured depository institution would be afforded a priority over other general unsecured claims
against such an institution, including federal funds and letters of credit, in the “liquidation or other resolution” of such an institution by any receiver.


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Securities Regulation
Certain of our subsidiaries are subject to various securities laws and regulations and capital adequacy requirements promulgated by the regulatory and exchange authorities of the jurisdictions in which they operate.
Our registered broker-dealer subsidiaries are subject to the SEC’s net capital rule, Rule 15c3-1. That rule requires the maintenance of minimum net capital and limits the ability of the broker-dealer to transfer large amounts of capital to a parent company or affiliate. Compliance with
the rule could limit operations that require intensive use of capital, such as underwriting and trading.
CertainOne of our subsidiaries areis a registered investment advisersadviser which are regulated under the Investment Advisers Act of 1940. Advisory contracts with clients automatically terminate under these laws upon an assignment of the contract by the investment adviser unless appropriate consents are obtained.
Insurance Activities
Certain of our subsidiaries sell various types of insurance as agent in a number of states. Insurance activities are subject to regulation by the states in which such business is transacted. Although most of such regulation focuses on insurance companies and their insurance products,
insurance agents and their activities are also subject to regulation by the states, including, among other things, licensing and marketing and sales practices.
Compensation & Risk Management
The Federal Reserve has issued guidance intended to ensure that incentive compensation arrangements at financial organizations take into account risk and are consistent with safe and sound practices. The guidance is based on three “key principles” calling for incentive compensation plans to: appropriately balance risks and rewards; be compatible with effective controls and risk management; and be backed up by strong corporate governance. In response: we operate an enhanced risk management process for assessing risk in incentive compensation plans; several key incentive programs use a net profit approach rather than a revenues-only approach; and mandatory deferral features are used in several key programs, including an executive program.
In 2016 federal agencies proposed regulationsrules which could significantly change the regulation of incentive compensation programs at financial institutions. The
proposal would create four tiers of institutions based on asset size. Institutions in the top two tiers would be subject to rules much more detailed and proscriptive than are currently in effect. If interpreted aggressively by the regulators, the proposed rules could be used to prevent, as a practical matter, larger institutions from engaging in certain lines of business where substantial commission and bonus pool arrangements are the norm. In the 2016 proposal, the top two tiers included institutions with more than $50 billion of assets. We and the Bank currently would fall into the lower of those top two tiers. However, prompted by post-2016 legislation which significantly raised several statutory asset-size tiers, if this proposal were finalized today, the $50 billion floor might be raised, significantly, allowing us to remain in the third tier. We cannot predict what final rules may be adopted, nor how they may be implemented.
Effect of Government Policies & Proposals
The Bank is affected by the policies of regulatory authorities, including the Federal Reserve, the TDFI, and the CFPB. See Supervision and Regulation beginning on page 2119 for additional information.
The Federal Reserve also sets and manages monetary policy for the U.S. In this latter role, the Federal Reserve’s mandate from Congress is to pursue price stability and full employment.
Among the instruments of monetary policy used by the Federal Reserve are: purchases and sales of U.S. government and other securities in the marketplace; changes in the discount rate, which is the rate any depository institution must pay to borrow from the Federal Reserve; changes in the reserve requirements of
depository institutions; changes in the rate paid on banks’ required and excess reserve deposits at the Federal Reserve; and changes in the federal funds rate, which is


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the rate at which depository institutions lend balances to each other overnight. These instruments are intended to influence economic and monetary growth, interest rate levels, and inflation.
The monetary policies of the Federal Reserve and other governmental policies have had a significant effect on the operating results of commercial banks in the past and are expected to continue to do so in the future. Because of changing conditions in the national and international economies and in the money markets, as well as the result of actions by monetary and fiscal authorities, it is not possible to predict with certainty future changes in


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interest rates, deposit levels, loan demand, or the business and results of our operations, or whether changing economic conditions will have a positive or negative effect on operations and earnings. Additional information concerning monetary policy changes appears: under the caption Monetary Policy Shifts within the
Significant Business Developments section of Item 1, which begins on page 1210; under the caption Risks Associated with Monetary Events beginning on page 3834 within Item 1A; and under the caption Inflation, Recession, and the Federal Reserve Policy in Transition within the Market Uncertainties and Prospective Trends section of our 20212023 MD&A (Item 7), which begins on page 9992.
Bills occasionally are introduced in the United States Congress, the Tennessee General Assembly and other state legislatures, and regulations occasionally are proposed by our regulatory agencies, any of which could affect our businesses, financial results, and financial condition.
We are not able to predict what, if any, changes that Congress, state legislatures, or the regulatory agencies will enact or implement in the future, nor the impact that those actions will have upon us.
Sources & Availability of Funds
Information concerning the sources and availability of funds for our businesses can be found in our 20212023 MD&A (Item 7), including the subsection entitled Liquidity Risk Management beginning on page 9588, which material is incorporated herein by reference.


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ITEM 1A. RISK FACTORS
Item 1A.    Risk Factors
This Item outlines specific risks that could affect the ability of our various businesses to compete, change our risk profile, or materially impact our operating results or financial condition. Our operating environment continues to evolve and new risks continue to emerge. To address that challenge we have a risk management governance structure that oversees processes for monitoring evolving risks and oversees various initiatives designed to manage and control our potential exposure.exposure
This Item highlights risks that could impact us in material ways by causing future results to differ materially from
past results, by causing future results to differ materially from current expectations, or by causing material changes in our financial condition. In this Item we have outlined risks that we believe are important to us at the present time. However, other risks may prove to be important in the future, and new risks may emerge at any time. We cannot predict all potential developments that could materially affect our financial performance or condition.

TABLE OF ITEM 1A TOPICS
TopicTopicPageTopic PageTopicPageTopic Page
Risks related to the Proposed TD MergerRegulatory, Legislative, and Legal Risks
Traditional Competition RisksTraditional Competition RisksRisks of Expense ControlTraditional Competition RisksRisks of Expense Control
Traditional Strategic & Macro RisksGeographic Risks
Traditional Strategic RisksTraditional Strategic RisksGeographic Risks
Industry DisruptionIndustry DisruptionInsuranceIndustry DisruptionInsurance
Operational RisksOperational RisksLiquidity & Funding RisksOperational RisksLiquidity & Funding Risks
Cybersecurity RisksCybersecurity RisksCredit Ratings
Risks from Economic Downturns & ChangesRisks from Economic Downturns & ChangesCredit RatingsRisks from Economic Downturns & ChangesInterest Rate & Yield Curve Risks
Risks Associated with Monetary EventsRisks Associated with Monetary EventsInterest Rate & Yield Curve RisksRisks Associated with Monetary EventsAsset Inventories & Market Risks
Risks Related to Businesses We May ExitRisks Related to Businesses We May ExitAsset Inventories & Market RisksRisks Related to Businesses We May ExitMortgage Business Risks
Reputation RisksReputation RisksMortgage Business RisksReputation RisksPre-2009 Mortgage Business Risks
Credit RisksCredit RisksPre-2009 Mortgage Business RisksCredit RisksAccounting Risks
Service RisksService RisksAccounting & Tax RisksService RisksShare Owning & Governance Risks
Risks related to COVID-19 PandemicShare Owning & Governance Risks
Regulatory, Legislative, and Legal Risks

Risks Related to the Proposed TD Merger
The announcement and pendency of the Proposed TD Merger may adversely affect our business, financial condition, and results of operations. Uncertainty about the effect of the Proposed TD Merger on our associates, clients, and other parties may have an adverse effect on our business, financial condition, and results of operations regardless of whether the Proposed TD Merger is completed. These risks to our business include, among others, the following, all of which may be exacerbated by a delay in the completion of the Proposed TD Merger: (i) the impairment of our ability to attract, retain, and motivate its employees; (ii) the diversion of significant management time and attention from ongoing business operations towards the completion of the Proposed TD Merger; (iii) difficulties maintaining relationships with clients, suppliers and other business partners; (iv) delays or deferments of certain business decisions by our clients, suppliers and other business partners; (v) the inability to pursue alternative business opportunities or make
appropriate changes to our business because the TD Merger Agreement requires us to, subject to certain exceptions, conduct its business in the ordinary course of business and to not engage in certain kinds of transactions prior to the completion of the Proposed TD Merger without the prior written consent of TD (such consent not to be unreasonably conditioned, withheld or delayed), even if such actions could prove beneficial; (vi) litigation relating to the Proposed TD Merger and the costs and uncertainties related thereto; and (vii) the incurrence of significant costs, expenses, and fees for professional services and other transaction costs in connection with the Proposed TD Merger.
Regulatory approvals may not be received, may take longer than expected, or may impose conditions that are not presently anticipated. Before the Proposed TD Merger may be completed, various approvals, consents, and non-objections must be obtained from the Federal


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Reserve and various other bank regulatory, antitrust, and other authorities in the United States. In determining whether to grant these approvals, such regulatory authorities consider a variety of factors, including the regulatory standing of each party. These approvals could be delayed or not obtained at all, including due to: an adverse development in either party’s regulatory standing or in any other factors considered by regulators when granting such approvals; governmental, political or community group inquiries, investigations or opposition; or changes in legislation or the political environment generally. The Federal Reserve has stated that if material weaknesses are identified by examiners before a banking organization applies to engage in expansionary activity, the Federal Reserve will expect the banking organization to resolve all such weaknesses before applying for such expansionary activity. The Federal Reserve has also stated that if issues arise during the processing of an application for expansionary activity, it will expect the applicant banking organization to withdraw its application pending resolution of any supervisory concerns.
The approvals that are granted may impose terms and conditions, limitations, obligations, or costs, or may place restrictions on the conduct of the combined company’s business, or may require changes to the terms of the transactions contemplated by the TD Merger Agreement and related bank merger agreement. There can be no assurance that regulators will not impose any such conditions, limitations, obligations or restrictions and that such conditions, limitations, obligations or restrictions will not have the effect of delaying the completion of any of the transactions contemplated by the TD Merger Agreement and Bank Merger Agreement, imposing additional material costs on us. In addition, there can be no assurance that any such conditions, terms, obligations or restrictions will not result in the delay or abandonment of the Proposed TD Merger. Additionally, the completion of the Proposed TD Merger is conditioned on the absence of certain orders, injunctions, or decrees by any court or regulatory agency of competent jurisdiction that would prohibit or make illegal the completion of any of the transactions contemplated by the TD Merger Agreement and related bank merger agreement.
In addition, despite the parties’ commitments to use their reasonable best efforts to comply with conditions imposed by regulators, under the terms of TD Merger Agreement and related bank merger agreement, neither us nor TBD will be required, and neither party will be permitted without the prior written consent of the other party, to take actions or agree to conditions that would reasonably be expected to have a material adverse effect on the combined company and its subsidiaries, taken as a whole, after giving effect to the mergers.
The TD Merger Agreement may be terminated in accordance with its terms, and the Proposed TD Merger may not be completed. The TD Merger Agreement is
subject to a number of conditions which must be fulfilled in order to complete the Proposed TD Merger. Those conditions include: (i) the approval of the Proposed TD Merger by the requisite vote of our shareholders; (ii) the receipt of all required regulatory approvals which are necessary to close the Proposed TD Merger and the expiration of all statutory waiting periods without the imposition of any materially burdensome regulatory condition; (iii) the absence of any order, injunction, decree, or other legal restraint preventing the completion of the Proposed TD Merger or any of the other transactions contemplated by the TD Merger Agreement or by the related bank merger agreement, or making the completion of the Proposed TD Merger illegal; (iv) subject to certain exceptions, the accuracy of the representations and warranties of each party, generally subject to a material adverse effect qualification; and (v) the prior performance in all material respects by each party of the obligations required to be performed by it at or prior to the closing date.
These conditions to the closing may not be fulfilled in a timely manner or at all, and, accordingly, the Proposed TD Merger may not be completed. In addition, the parties can mutually decide to terminate TD Merger Agreement at any time, before or after shareholder approval. Also, either TD or we may elect unilaterally to terminate the TD Merger Agreement in certain circumstances.
Failure to complete the Proposed TD Merger could negatively impact us. If the Proposed TD Merger is not completed for any reason, including as a result of our shareholders failing to approve the Proposed TD Merger or as a result of failure to obtain all needed regulatory approvals, there may be various adverse consequences and we may experience negative reactions from the financial markets and from our clients and associates.
For example, our business may be impacted adversely by the failure to pursue other beneficial opportunities due to the focus of management on the Proposed TD Merger. Additionally, if the TD Merger Agreement is terminated, the market price of our common stock could decline because, after announcement of the Proposed TD Merger, we expect our market price to reflect the consideration to be paid under the TD Merger Agreement; a termination of the Proposed TD Merger would likely have a negative effect on our market price. We also could be subject to litigation related to any failure to complete the Proposed TD Merger or to proceedings commenced against us to perform our obligations under the TD Merger Agreement. If the TD Merger Agreement is terminated under certain circumstances, we may be required to pay to TD a termination fee of up to $435.5 million.
Additionally, we expect to incur substantial expenses in connection with the negotiation and completion of the transactions contemplated by the TD Merger Agreement and related bank merger agreement, as well as the costs


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and expenses of preparing, filing, printing, and mailing a proxy statement, and all filing and other fees paid in connection with the Proposed TD Merger. If the Proposed TD Merger is not completed, we would have to pay a large portion of these expenses without realizing the expected benefits of the Proposed TD Merger.
We will be subject to business uncertainties and contractual restrictions while the Proposed TD Merger is pending. Uncertainty about the effect of the Proposed TD Merger on associates and clients may have an adverse effect on us. These uncertainties may impair our ability to attract, retain and motivate key personnel until the Proposed TD Merger is completed, and could cause clients and others that deal with us to seek to change existing business relationships with us. In addition, subject to certain exceptions, we have agreed to operate our business in the ordinary course prior to the closing, and we are restricted from making certain acquisitions and taking other specified actions without the consent of TD until the Proposed TD Merger is completed. These restrictions may prevent us from pursuing attractive business opportunities that may arise prior to the completion of the Proposed TD Merger.
The TD Merger Agreement contain provisions that could discourage a potential competing acquirer that might be willing to pay more to acquire or merge with us. The TD Merger Agreement contains provisions that restrict our ability to, among other things, initiate, solicit, knowingly encourage or knowingly facilitate, inquiries or proposals with respect to, or, subject to certain exceptions generally related to the exercise of fiduciary duties by our board of directors, engage in any negotiations concerning, or provide any confidential or nonpublic information or data relating to, any alternative acquisition proposals. These provisions, which include a termination fee of up to
$435.5 million payable by us under certain circumstances, might discourage a potential competing acquirer that might have an interest in acquiring all or a significant part of us from considering or proposing that acquisition even if, in the case of a potential acquisition of us, it were prepared to pay consideration with a higher per share price to our shareholders than what is contemplated in the Proposed TD Merger, or might result in a potential competing acquirer proposing to pay a lower per share price to acquire us than it might otherwise have proposed to pay.
Shareholder litigation could prevent or delay the completion of the Proposed TD Merger or otherwise negatively impact our business and operations. One or more of our shareholders may file lawsuits against us and/or our directors and officers in connection with the Proposed TD Merger. One of the conditions to the closing is that no order, injunction, or decree issued by any court or governmental entity of competent jurisdiction or other legal restraint preventing the consummation of the Proposed TD Merger or any of the other transactions contemplated by the TD Merger Agreement and related bank merger agreement be in effect. If any plaintiff were successful in obtaining an injunction prohibiting us from completing the Proposed TD Merger, then such injunction may delay or prevent the effectiveness of the Proposed TD Merger and could result in significant costs to us, including any cost associated with the indemnification of directors and officers of each company. If a lawsuit is filed, we may incur costs in connection with the defense or settlement of any shareholder lawsuits filed in connection with the Proposed TD Merger. Such litigation could have an adverse effect on our financial condition and results of operations and could prevent or delay the completion of the Proposed TD Merger.
Traditional Competition Risks
We are subject to intense competition for clients, and the nature of that competition is changing quickly. Our primary areas of competition include: consumer and commercial deposits, commercial loans, consumer loans including home mortgages and lines of credit, financial planning and wealth management, fixed income products and services, title insurance services, and other consumer and commercial financial products and services. Our competitors in these areas include national, state, and non-US banks, savings and loan associations, credit unions, consumer finance companies, trust companies, investment counseling firms, money market and other mutual funds, insurance companies and agencies, securities firms, mortgage banking companies, hedge funds, and other financial services companies that serve in our markets. The emergence of non-traditional, disruptive service providers (see Industry Disruption within this Item
1A beginning on page 3531) has intensified the competitive environment.
Some competitors are traditional banks, subject to the same regulatory framework as we are, while others are not banks and in many cases experience a significantly different or reduced degree of regulation. Examples of less-regulated activities include check-cashing services, independent ATM services, and “peer-to-peer” lending, where investors provide debt financing or other capital directly to borrowers.
Competitive pressures shift with the business and rate environment. Over much of 2020 and 2021, with deposits relatively abundant, the competitive focus on lending and fee-based services was relatively high. In 2023, after the major market transitions in 2022 discussed in Risks Associated with Monetary Events starting on page 34, competition for deposits became much more significant.
We expect that competition will continue to grow more intense with respect to most of our products and services. Heightened competition tends to put downward


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pressure on revenues from affected items, upward pressure on marketing and other promotional costs, or both. For additional information regarding competition for


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clients, refer to Competition within Item 1 beginning on page 1614 of this report.
We compete for talent. Our most significant competitors for clients also tend to be our most significant competitors
for top talent. See Operational Risks below within this Item 1A for additional information concerning this risk.
We compete to raise capital in the equity and debt markets. See Liquidity and Funding Risks beginning on page 4642 of this Item 1A for additional information concerning this risk.
Traditional Strategic & Macro Risks
We may be unable to successfully implement our strategystrategies to operate and grow our regional and specialty banking businesses. Although our current strategy isstrategies are expected to evolve as business conditions change, in 2022currently our primary strategies are to (1) invest resources in our banking businesses, before and after we complete the integration of the businesses and operations of First Horizon and IBKC, (2) seek to exploit opportunities for cost and revenue synergies, (3) seek to exploit growth opportunities, especially within the markets we serve, and (4)(3) seek to exploit opportunities to cut cost without significant revenue impact. Organic growth including exploitation of revenue synergies, is expected to be coordinated with a focus on strong and stable returns on capital.
Organically, over the past several years we have enhanced our market share in our regional banking markets with targeted hires and marketing, and we have invested resources in specialty commercial lending and private client banking. After the completion of the IBKC merger in 2020, we started to invest significantly in new platforms and processes to modernize legacy operations, provide a better client experience, reduce ongoing operating costs, and support future growth of the combined franchise. We expect investments of that sort to continue in 2022. Investments of that sort are expensive in the near term; although we believe they are necessary for our future and are appropriate for our company at this time, the financial returns on these investments are highly uncertain.
In the future more generally, we expect to continue to nurture profitable organic growth. We may pursue acquisitions or strategic transactions if appropriate opportunities, within or outside of our current markets, present themselves.
The TD Merger Agreement restricts us from making certain acquisitions and taking other specified actions while the Proposed TD Merger is pending without the consent of TD, and requires us to operate in the ordinary course of business. These restrictions may prevent us from pursuing attractive business opportunities that may arise prior to the completion of the Proposed TD Merger or may otherwise adversely affect our ongoing business and operations. See Risks Related to the Proposed TD Merger beginning on page 31 for a discussion of additional risks related to the Proposed TD Merger.
.
Failure to achieve one or more key elements needed for successful organic growth would adversely affect our business and earnings. We believe that the successful execution of organic growth depends upon a number of key elements, including:
our ability to attract and retain clients in our banking market areas;
our ability to achieve and maintain growth in our earnings while pursuing new business opportunities;
our ability to maintain a high level of client service while optimizing our physical banking center count due to changing client demand, all while expanding our remote banking services and expanding or enhancing our information processing, technology, compliance, and other operational infrastructures effectively and efficiently;
our ability to manage the liquidity and capital requirements associated with growth, especially organic growth and cash-funded acquisitions; and
our ability to manage effectively and efficiently the changes and adaptations necessitated by a complex, burdensome, and evolving regulatory environment.
We have in place strategies designed to achieve those elements that we believe are significant to us at present.
Our challenge is to execute those strategies and adjust them, or adopt new strategies, as conditions change.
Failure to achieve one or more key elements needed for successful business acquisitions would adversely affect our business and earnings. In relation to the IBKC merger and the 30-branch acquisition that we closed in 2020, and toTo the extent we engage in future bank or non-bank business acquisitions, we face various additional risks, including:
our ability to realize planned strategic and tactical objectives, including operating efficiencies and revenue synergies, within a reasonable time period after closing the transaction;
our ability to identify, analyze, and correctly assess the execution, credit, contingency, and other risks in the acquisition and to price the transaction appropriately;
our ability to properly evaluate loss inherent in the target business’ loan portfolios;


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our ability to integrate the acquired business’ operations, clients, and properties quickly and cost-effectively;
our ability to manage cultural assimilation risks associated with growth through acquisitions, which can be an often-overlooked and often-critical failure point in mergers;
our ability to combine the franchise values of the two companies without significant loss from re-branding and other similar changes; and
our ability to retain core clients and key associates.
These risks may be exacerbated by the Proposed TD Merger. See Risks Related to the Proposed TD Merger beginning on page 31 for a discussion of additional risks related to the Proposed TD Merger.
A type of strategic acquisition—a so-called “merger of equals” where the company we nominally acquire has similar size, operating contribution, or value—presents unique opportunities but also unique risks. Those special risks include:
the potential for elevated and duplicative operating expenses if we are unable to integrate the two companies efficiently in a reasonable amount of time; and
the potential for a significant increase in the time horizon that may be needed before substantial economies of scale can be realized or substantial revenue synergies can be developed effectively.


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The IBKC merger continued to present these special risks in 2021 and early2020 presented those risks. In fact, the completion of systems integration was delayed several months, resulting in 2022. We expect them to diminish asincreased integration expense. Although the proximate reason for the delay was a 2021
hurricane event impacting key markets, the overall length of the integration processes wind down this year.period likely would have been significantly less if we had merely been integrating a small bank's systems with ours.
Industry Disruption
Through technological innovations and changes in client habits, the manner in which clients use financial services continues to change at a rapid pace. We provide a large number of services remotely (online and mobile), and physical banking center utilization has been in long-term decline throughout the industry for many years. Technology has helped us reduce costs and improve service, but also has weakened traditional geographic and relationship ties, and has allowed disruptors to enter traditional banking areas.
Through digital marketing and service platforms, many banks are making client inroads unrelated to physical presence. This competitive risk is especially pronounced from the largest U.S. banks, and from online-only banks, due in part to the investments they are able to sustain in their digital platforms.
Companies as disparate as PayPal (an online payment clearinghouse) and Starbucks (a large chain of cafes) provide payment and exchange services which compete directly with banks in ways not possible traditionally.
The nature of technology-driven disruption to our industry is changing, in some cases seeking to displace traditional financial service providers rather than merely enhance traditional services or their delivery. A number of recent technologies have worked with the existing financial system and traditional banks, such as the evolution of ATM cards into debit/credit cards and the evolution of debit/credit cards into smart phones. These sorts of technologies often have expanded the market for banking services overall while siphoning a portion of the revenues from those services away from banks and disrupting prior methods of delivering those services. But some recent innovations may tend to replace traditional banks as financial service providers rather than merely augment those services.
For example, companies which claim to offer applications and services based on artificial intelligence are beginning to compete much more directly with traditional financial services companies in areas involving personal advice, including high-margin services such as financial planning and wealth management. The low-cost, high-speed nature of these “robo-advisor” services can be especially attractive to younger, less-affluent clients and potential clients, as well as persons interested in “self-service” investment management. Other industry changes, such as zero-commission securities trading offered by certain large firms, able to use trading as a loss-leader, may amplify this trend.
Similarly, inventions
Other technologies, services, and systems based wholly or in part on blockchain technology eventually may be the foundation for greatly enhancing transactionalartificial intelligence are proliferating within our industry and among many of our commercial clients, resulting in an environment which is changing rapidly. Our challenge is to maintain critical stability and security throughout the banking industry, butwhile also eventually may decentralize financial services, reducing the demand for banks as secure deposit-keepersbeing nimble enough to adapt quickly to changing circumstances and financial intermediaries.client demands.
We believe that, over the course of the technology-driven evolution of our industry which is well underway, the “winners” will be those institutions which can know their clients and make those clients feel they are known, even when many clients increasingly do not visit banking centers or have face-to-face live interaction. Two keys to achieving a psychological connection with such clients are (1) data management and analytics, using artificial intelligence processes, which allow an institution to provide a differentiated, personalized experience for the client at the point of interaction, and (2) seamless integration of real-time client contact with a human being through voice, chat, or other means.
A critical factor in successful data analytics, allowing real-time differentiated interaction with clients, is how traditionally uncaptured, unstructured, or siloed data is


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acquired, managed, and accessed. While many banks are attempting to address this business need in various ways, it remains unclear which approaches will be successful in the long run. In addition, external vendors are developing processes to provide solutions. A basic challenge for all these efforts is how to integrate analysis of extremely disparate forms of data and utilize that analysis in each client contact in a manner which most clients not only accept, but value.
Developing workable proprietary solutions to the data analytics challenges ahead of competitors requires substantial investment in information technology systems and innovation. Even with a substantial IT budget, we cannot outspend, or even come close to matching, the largest U.S. banking institutions. Therefore, like most U.S. banks, our strategy must be focused on leveraging products and solutions which are within our means, including those developed by external vendors. Our goal must be to keep pace with industry developments with a focus on improving the client’s differentiated experience with us by recognizing and responding to client needs.
Technological innovation has tended to reduce barriers to entry based on cost. Put another way, once someone finds a new, better method to accomplish a task in our industry,


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often others are able to replicate or improve on that method, sometimes quite rapidly. Key risks for us, therefore, are whether we will be able: to catch up to breakthroughs quickly enough to avoid client attrition; to adopt and enhance breakthroughs frequently enough, and without significant technical failures, to attract clients from competitors; and, if we are able to truly innovate, to press our advantage quickly before competitors adopt it.
To thrive as our industry is disrupted, we will need to continue to embrace some of the attitudes of a technology company, and shed some of the traditional attitudes often associated with banking. This has required, and will continue to require, an evolution in our corporate culture which, in turn, creates implementation risk. In this
evolutionary process it is critical that we not lose sight of how our clients experience working with us and our systems, including those clients who still want traditionally-delivered services, those who seek and embrace the latest innovations, and those who just mainly
want services to be convenient, personalized, and understandable.
Just as disruptive business changes driven by new technologies and new client preferences can adversely impact us and our entire industry, similar events can adversely impact our commercial clients. In time, a major business disruption can cause dominant businesses to fail, and can shrink or even end entire lines of business. An example of this is the business failure of the Blockbuster video distribution chain and most other video distribution stores, and the rise of Netflix and similar services. Many other examples of this kind of process are ongoing today in many industries, including publishing, retail sales, news, and the creation as well as distribution of audio and video entertainment. To the extent disruptions impact our clients, we may experience elevated loan losses and loss of ongoing business which we may not be able to recapture with new clients.
As an illustration, the COVID-19 pandemic drove substantial changes in the preferences and practices of customers of many industries, including those of many of our clients. In some cases the changes in customer behaviors may be temporary, and in others the changes may be more permanent. For example, we have a significant franchise finance business, largely involving the restaurant industry. Those clients of ours which, before the pandemic, had robust mobile app, drive-through, and home delivery channels weathered the pandemic much better, on average, than others in that industry. Although traditional dine-in demand should increase once the pandemic is no longer a major public concern, it is not certain when or whether that demand will return to pre-pandemic levels.
Operational Risks
Fraud is a major, and increasing, operational risk for us and all banks. Two traditional areas, areas—deposit fraud (check forging, check kiting, wire fraud, etc.) and loan fraud, fraud—continue to be major sources of fraud attempts and actual loss. Fraud directed against clients—generally using deception to persuade clients to transfer funds—has emerged as a third large source of fraud loss. The methods used to perpetrate and combat fraud continue to evolve as technology changes. In addition to cybersecurity risk (discussed below), new technologies technologies—including the use of artificial intelligence—have made it easier for bad actors to obtain and use client personal information, mimic communications andto or from clients, mimic signatures, and otherwise create false instructions and documents that appear genuine.
Our anti-fraud actions are both preventive (anticipating lines of attack, educating associates and clients, etc.) and
responsive (detecting, halting, and remediating actual attacks). Our regulators require us to report actual and suspected fraud promptly, and regulators often advise banks of new schemes so that the entire industry can adapt as quickly as possible. However, some level of fraud loss is unavoidable, and the risk of a major loss cannot be eliminated.
Our ability to conduct and grow our businesses is dependent in part upon our ability to create, maintain, expand, and evolve an appropriate operational and organizational infrastructure, manage expenses, and recruit and retain personnel with the ability to manage a complex business. Operational risk can arise in many ways, including: errors related to failed or inadequate


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physical, operational, information technology, or other processes; faulty or disabled computer or other technology systems; fraud, theft, physical security
breaches, electronic data and related security breaches (see Cybersecurity Risks below), or other criminal conduct by associates or third parties; and exposure to other external events. Inadequacies may present themselves in myriad ways. Actions taken to manage one risk may be ineffective against others. For example, information technology systems may be insufficiently redundant to withstand a fire, incursion, malware, or other major casualty, and they may be insufficiently adaptable to new business conditions or opportunities. Efforts to make systems more robust may make them less adaptable, and vice-versa. Also, our efforts to control expenses, which is a significant priority for us, increases our operational challenges as we strive to maintain client service and compliance at high quality and low cost.
We expect to make significant investments over the next several years in operational systems that are unlikely to result in significant immediate returns. In 2021 we started to invest significantly in new platforms and processes to modernize operations, provide a better client experience, reduce ongoing operating costs or otherwise improve efficiencies, and support future growth. We expect significant investments of that sort to grow over the next several years as we prepare for business growth and increased regulatory demands. Investments of that sort are expensive. Although we believe they are necessary for our future and are appropriate for our company at this time, the financial returns on these investments will be highly uncertain and, at best, likely to occur only over a long time horizon. In addition, investments of this sort lay the foundation for growth; if growth does not materialize, many of these investments may have little practical value.


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Failure to build and maintain, or outsource, the necessary operational infrastructure, failure of that infrastructure to perform its functions, or failure of our disaster preparedness plans if primary infrastructure components suffer damage, can lead to risk of loss of service to clients, legal actions, and noncompliance with applicable regulatory requirements. Additional information concerning operational risks and our management of them, all of which is incorporated into this Item 1A by this reference, appears under the caption Operational Risk Management beginning on page 85 of our 2023 MD&A (Item 7).
The delivery of financial services to clients and others increasingly depends upon technologies, systems, and multi-party infrastructures which are new, creating or enhancing several risks discussed elsewhere. Examples of the risks created or enhanced by the widespread and rapid adoption of relatively untested technologies include: security incursions; operational malfunctions or other disruptions; and legal claims of patent or other intellectual property infringement.
Competition for talent is substantial and increasing. Moreover, revenue retention and growth in some business lines depends substantially upon top talent. In
recent years the cost to us of hiring and retaining top revenue-producing talent has increased, and that trend is likely to continue. The primary tools we use to attract and retain talent are: salaries; commission, incentive, and retention compensation programs; retirement benefits; change in control severance benefits; health and other welfare benefits; and our corporate culture. To the extent we are unable to use these tools effectively, we face the risk that, over time, our best talent will leave us and we will be unable to replace those persons effectively.
Incentives might operate poorly or have unintended adverse effects. Incentive programs are difficult to design well, and even if well-designed, often they must be updated to address changes in our business. A poorly designed incentive program—where goals are too difficult, too easy, or not well related to desired outcomes—could provide little useful motivation to key associates, could increase turnover, and could impact client retention. Moreover, even where those pitfalls are avoided, incentive programs may create unintended adverse consequences. For example, a program focused entirely on revenue production, without proper controls, may result in costs growing faster than revenues.
Cybersecurity Risks
An information technology security (cybersecurity) breach or other similar incident is a major type of operational risk. A cybersecurity incident can cause significant damage, and can be difficult to detect even after it occurs. Among other things, that damage can occur due to outright theft, loss or extortion of our funds or our clients’ funds, fraud or identity theft perpetrated on clients, loss of confidential or proprietary information, business disruption, or adverse publicity associated with a breach or incident and its potential effects. Perpetrators potentially can be associates, clients, and certain vendors, all of whom legitimately have access to some portion of our systems, as well as outsiders with no legitimate access.
Cybersecurity incidents happen frequently; they are an unavoidable part of doing business. Often, but not always, we detect and block the attempt. Often, but not always, the number of clients impacted is modest and our loss is minimal or none. EvenHowever, even with significant loss prevention and mitigation systems, the risk of a financially or reputationally significant incursion cannot be eliminated. Given the high volume of daily transactions in modern banking, the question is not whether we will experience a significant and costly incursion, but when. For that reason, the key goals of our processes are: block or prevent as many incursions as is practical, and detect and mitigate rapidly those that get through. The difference between a minor and a major incursion often comes down to how quickly it is detected and countered.
Common categories of cybersecurity incidents relevant to us, as a bank, include: account takeover, client spoofing, and payment fraud; ransomware and other malware; client interface attacks (attempts to shut down or slow down our website or mobile app); and cloud (remote server) incursions. Common vulnerabilities include: clients and associates that fall victim to malicious emails or other communications and inappropriately share credentials allowing access to accounts or systems; older software or systems that do not have up-to-date security and are not sufficiently isolated from other systems; third-party software vulnerabilities; and third-party systems vulnerabilities. We believe the bad actors have a range of motivations, including: illegal profit; politically or geopolitically motivated disruption; and vandalism. Bad actors can range from amateurs to criminal organizations to nation-states.
Because of the potential for very serious consequences associated with these risks, our electronic systems and
their upgrades need to address internal and external security concerns to a high degree, and our systems must comply with applicable banking and other regulations pertaining to bank safety and client protection. Although many of our defenses are systemic and highly technical, others are much older and more basic. For example, periodically we train all our associates to recognize red flags associated with fraud, theft, and other electronic crimes, and we educate our clients as well through regular and episodic security-oriented communications. We


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expect our systems and regulatory requirements towill continue to evolve as technology and criminal techniques also continue to evolve.
Additional information concerning cybersecurity risks and our management of them, all of which is incorporated into this Item 1A by this reference, appears under the caption Cybersecurity Risk Management beginning on page 86 of our 2023 MD&A (Item 7).
The operational functions we outsource to third parties may experience similar disruptions that could adversely impact us and over which we may have limited control and, in some cases, limited ability to obtain an alternate vendor quickly. To the extent we rely on third party vendors to perform or assist operational functions, the challenge of managing the associated risks may become more difficult. We manage this risk by assessing the adequacy of cybersecurity prevention and detection systems and programs of critical vendors.
The operational functions of business counterparties, or businesses with which we have no relationship, may experience disruptions that could adversely impact us
and over which we may have limited or no control. Although these events cannot be predicted individually, over time and in the aggregate they happen as surely as loan losses. For example, when a major U.S. consumer-oriented firm experiences a data systems incursion resulting in the theft of credit and debit card information, online account information, and other data, it impacts thousands or sometimes millions of people. Frequently, many of those affected are our clients. Although our systems are not breached by these third-party incursions, these eventsthey can increase account fraud impacting accounts at our Bank and can cause us to take costly steps to avoid significant theft loss to our Bank and to our clients. Our ability to recoup our losses may be limited legally or practically in many situations. Possible points of incursion or disruption not within our control include retailers, utilities, insurers, health care service providers, internet service and electronic mail providers, social media portals, distant-server (“cloud”) service providers, electronic data security providers, telecommunications companies, and smart phone manufacturers.
Failure to build and maintain, or outsource, the necessary operational infrastructure, failure of that infrastructure to perform its functions, or failure of our disaster preparedness plans if primary infrastructure components suffer damage, can lead to risk of loss of service to clients, legal actions, and noncompliance with applicable regulatory standards. Additional information concerning operational risks and our management of them, all of which is incorporated into this Item 1A by this


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reference, appears under the caption Operational Risk Management beginning on page 94 of our 2021 MD&A (Item 7).
The delivery of financial services to clients and others increasingly depends upon technologies, systems, and multi-party infrastructures which are new, creating or enhancing several risks discussed elsewhere. Examples of the risks created or enhanced by the widespread and rapid adoption of relatively untested technologies include: security incursions; operational malfunctions or other disruptions; and legal claims of patent or other intellectual property infringement.
Competition for talent is substantial and increasing. Moreover, revenue growth in some business lines increasingly depends upon top talent. In recent years the cost to us of hiring and retaining top revenue-producing talent has increased, and that trend is likely to continue. The primary tools we use to attract and retain talent are: salaries; commission, incentive, and retention compensation programs; retirement benefits; change in control severance benefits; health and other welfare benefits; and our corporate culture. To the extent we are
unable to use these tools effectively, we face the risk that, over time, our best talent will leave us and we will be unable to replace those persons effectively.
Incentives might operate poorly or have unintended adverse effects. Incentive programs are difficult to design well, and even if well-designed often they must be updated to address changes in our business. A poorly designed incentive program—where goals are too difficult, too easy, or not well related to desired outcomes—could provide little useful motivation to key associates, could increase turnover, and could impact client retention. Moreover, even where those pitfalls are avoided, incentive programs may create unintended adverse consequences. For example, a program focused entirely on revenue production, without proper controls, may result in costs growing faster than revenues.
We face the risk that our competitors may seek to use the Proposed TD Merger to target our clients. See Risks Related to the Proposed TD Merger beginning on page 31 for a discussion of additional risks related to the Proposed TD Merger.
.
Risks from Economic Downturns & Changes
Generally, in an economic downturn, our realized credit losses increase, demand for our products and services declines, and the credit quality of our loan portfolio declines. Delinquencies and realized credit losses generally increase during economic downturns due to an increase in liquidity problems for clients and downward pressure on collateral values. Likewise, demand for loans (at a given level of creditworthiness), deposit and other products, and financial services may decline during an economic downturn, and may be adversely affected by other national, regional, or local economic factors that impact demand for loans and other financial products and services. Such factors include, for example, changes in employment rates, interest rates, real estate prices, or expectations concerning rates or prices. Accordingly, an
economic downturn or other adverse economic change (local, regional, national, or global) can hurt our financial performance in the form of higher loan losses, lower loan production levels, lower deposit levels, compression of our net interest margin, and lower fees from transactions and services. Those effects can continue for many years after the downturn technically ends.
Because all banks are sensitive to the risk of downturns, the stock prices of all banks typically decline, sometimes substantially, if the market believes that a downturn has become more likely or is imminent. This effect can and often does occur indiscriminately, initially without much regard to different risk postures of different banks.
Risks Associated with Monetary Events
TheIn recent years, the Federal Reserve has implemented, reversed, and reversed again significant economic strategies that have impacted interest rates, inflation, asset values, and the shape of the yield curve. These strategies have had, and will continue to have, a significant impact on our business and on many of our clients. To illustrate: in response to the recession in 20082008-09 and the following uneven recovery, the Federal Reserve implemented a series of domestic monetary initiatives designed to lower rates and make credit easier to obtain. The Federal Reserve changed course in 2015, raising rates several times through 2018. The last raise in 2018 was accompanied by a substantial and broad stock market
market decline. In 2019, the Federal Reserve began to lower rates. In 2020, in response to economic disruption associated with the COVID-19 pandemic, the Federal Reserve quickly reduced short-term rates to extremely low levels and acted to influence the markets to reduce long-term rates as well. During 2021, the Federal Reserve significantly reduced its "easing" actions that held down long-term rates. ForDuring 2022, the Federal Reserve has indicated that it expectsswitched to end all easinga tightening policy. It raised short term rates significantly and to begin raising short-term rates, subjectrapidly over most of the year. Those actions triggered a significant decline in all events to changes in economic data.the values of most categories of U.S. stocks and bonds; significantly raised recessionary expectations for the U.S.; and inverted the


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Normalizing (raising) interest rates in 2022, and possibly later, is likely to have several significant impacts on our businesses even if (as expected) rates remain low by historical norms. Key among those: (1) income from loans should increase, but so should our cost of deposits, and the levels or timing of those two increases may be uneven or unsynchronized so that our net interest margin could become less predictable during the transition period; (2) a key negative feature of the past low-rate environment has been a flatter than normal yield curve in the U.S. Short-term rate rises in 2023 were few and although it is possible risingmodest, and ended mid-year. Long-term rates will steepen the curve, it is also possible that therose during 2023 but slowly and unevenly. The 2022 yield curve will flatten (see the next paragraph) or fluctuate unpredictably during the transition period; (3) higher rates, rising rates,inversion continued throughout 2023 and a flatter yield curve each tend to adversely impact our fixed income revenues; and (4) higher rates tend to adversely impact three mortgage-related businesses, consisting of origination, title services, and lending to mortgage companies, and changescontinues in those businesses can be significant and sudden in reaction to changes in mortgage rates.
Recent statements by the Federal Reserve indicate an expectation to reduce its asset holdings in 2022, which will put upward pressure on long-term interest rates. We believe these statements were driven by a concern that, as short and long rates rise, short rates will rise faster, resulting in a flatter yield curve. Reducing the Federal Reserve's asset holdings would be intended to blunt that flattening.
The discussion above is qualified by several key unknowns: (1) although the Federal Reserve can directly change extremely short-term interest rates, its ability to affect long-term rates is indirect and tempered by market forces it cannot control; (2) we do not know what the Federal Reserve actually will do since all statements of possible or expected future actions are subject to future economic events and data; (3) the U.S. economy is in a transitional period, and economic events and data have frequently defied prediction over the past few quarters; and (4) even if overall events and trends follow current expectations, interest rates and the yield curve could experience periods of volatility as short-term economic imbalances work themselves out in the markets.2024.
Additional information concerning these monetary policy transition risks is presented: under the caption Cyclicality within the Other Business Information section of Item 1, which starts on page 1816; within the Effect of Governmental Policies and Proposals section of Item 1 beginning on page 2927; in Interest Rate and Yield Curve Risks beginning on page 4844; and under the caption Inflation, Recession, and Federal Reserve Policy in Transition within the Market
Uncertainties and Prospective Trends section of our 20212023 MD&A (Item 7), beginning on page 9992.
Federal Reserve strategies can, and often are intended to, affect the domestic money supply, inflation, interest rates, and the shape of the yield curve. Effects on the yield curve often are most pronounced at the short end of the curve, which is of particular importance to us and other banks. Among other things, easing strategies are intended to lower interest rates, flatten the yield curve,encourage borrowing, expand the money supply, and stimulate economic activity, while tightening strategies are intended to increase interest rates, steepen the yield curve,discourage borrowing, tighten the money supply, and restrain economic activity. However, as noted above, in 2022 short term rates rose faster than long term rates to the point that the yield curve inverted for much of the final two quarters of the year; that inversion continued for all of 2023. It is not clear when the inversion is likely to end.
Many external factors may interfere with the effects of thesethe Federal Reserve's plans or cause them to be changed, sometimesperhaps quickly. Such factors include significant economic
trends or events as well as significant international monetary policies and events. Such strategies also can affect the U.S. and world-wide financial systems in ways that may be difficult to predict. Risks associated with interest rates and the yield curve are discussed in this Item 1A under the caption Interest Rate and Yield Curve Risks beginning on page 4844.
We may be adversely affected by economic and political situations outside the U.S. The U.S. economy, and the businesses of many of our clients, are linked significantly to economic and market conditions outside the U.S., especially in North and Central America, Europe, and Asia, and increasingly in South America. Although our direct exposure to non-US-dollar-denominated assets or non-US sovereign debt is insignificant, in the future major adverse events outside the U.S. could have a substantial indirect adverse impact upon us. Key potential events which could have such an impact include (1) sovereign debt default (default by one or more governments in their borrowings), (2) bank and/or corporate debt default, (3) market and other liquidity disruptions, and, if stresses become especially severe, (4) the collapse of governments, alliances, or currencies, and (5) military conflicts. The methods by which such events could adversely affect us are highly varied but broadly include the following: an increase in our cost of borrowed funds or, in a worst case, the unavailability of borrowed funds through conventional markets; impacts upon our hedging and other counterparties; impacts upon our clients; impacts upon the U.S. economy, especially in the areas of employment rates, real estate values, interest rates, and inflation/deflation rates; and impacts upon us from our regulatory environment, which can change substantially and unpredictably from possible political response to major financial disruptions.
Risks Related to Businesses We May Exit
We may be unable to successfully implement a disposition or wind-down of businesses or units which no
longer fit our strategic plans. We consider possible closures and divestitures as we continue to adapt to a


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changing business and regulatory environment. Actions of this sort typically are elevated in the first few years after a significant merger. Following our 2017 merger with Capital Bank Financial, we closed/consolidated several banking locations and we sold a few of the smaller operating businesses that did not fit well with our strategic outlook. InFor example, in 2021 we closed/consolidated several dozen banking locations in the wake of the 2020 IBKC merger, and other exiting actions may follow.we divested our title insurance business in 2022. Other dispositions have occurred in recent years and likely will continue in the future. Key risks associated with exiting a business include:
our ability to price a sale transaction appropriately and otherwise negotiate acceptable terms;
our ability to identify and implement key client, personnel, technology systems, and other transition
actions to avoid or minimize negative effects on retained businesses;
our ability to mitigate the loss of any pretaxpre-tax income that the exited business produced;
our ability to assess and manage any loss of synergies that the exited business had with our retained businesses; and
our ability to manage capital, liquidity, and other challenges that may arise if an exit results in significant legacy cash expenditures or financial loss.


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Reputation Risks
Our ability to conduct and grow our businesses, and to obtain and retain clients, is highly dependent upon external perceptions of our business practices and financial stability. Our reputation is, therefore, a key asset for us. Our reputation is affected principally by our business practices and how those practices are perceived and understood by others. Adverse perceptions regarding the practices of our competitors, or our industry as a whole, also may adversely impact our reputation. In addition, negative perceptions relating to parties with whom we have important relationships may adversely impact our reputation. Senior management oversees processes for reputation risk monitoring, assessment, and management.
Damage to our reputation could hinder our ability to access the capital markets or otherwise impact our liquidity, could hamper our ability to attract new clients and retain existing ones, could impact the market value of our stock, could create or aggravate regulatory difficulties, and could undermine our ability to attract and retain talented associates, among other things. Adverse impacts on our reputation, or the reputation of our industry, also may result in greater regulatory and/or legislative scrutiny, which may lead to laws or regulations that change or constrain our business or operations. Events that result in damage to our reputation also may increase our litigation risk.
Political and social fragmentation in the U.S., combined with access to social media platforms, can increase reputation risk in ways that might not be easily avoided by traditional means. The predominant culture within the banking industry remains traditional: in order to preserve their business reputations, banks generally prefer to avoid direct, public involvement in political or social controversy. Increasingly, though, certain groups—having highly specific political or social agendas and with the ability to communicate their views effectively using social media platforms—have made it more difficult to maintain a traditional approach. One group, for example, may publicly criticize a bank for having, as a client, a business which “exploits” persons of limited financial means, while another group may criticize a bank for failing to have, as a client, the same business which “serves” such persons in neighborhoods that many businesses avoid. As another example, a group may demand that a bank cease doing business with a specific business client based on the client’s industry or a specific business practice because that industry or practice, though legal, is objectionable to that group. While the potential for such demands has always existed, special interest groups today are more able and willing to publicize their criticisms, and some are willing to use factual exaggerations and inflammatory language in stating their views to the public. Those criticisms, in turn, ultimately may be acted upon by legislators or regulators.
Credit Risks
We face the risk that our clients may not repay their loans and that the realizable value of collateral and other credit support may be insufficient to avoid a charge-off. We also face risks that other counterparties, in a wide range of situations, may fail to honor their obligations to pay us. In our business some level of credit charge-offs is unavoidable and overall levels of credit charge-offs can vary substantially over time. In the last pre-COVID credit cycle,For example, net charge-offs
were $132$13 million in 2007, and increased to $573 million and $832 million in 2008 and 2009, respectively. Beginning in 2010, net charge-offs began to decline, reaching $13 million by 2017 and remainingremained historically very low through 2019. In 2020, net charge-offs unexpectedly rose to $120 million, driven strongly by the COVID-induced recession starting in March. Net charge-offs in 2021 fell sharply to $2 million, a very low level historically. We


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believe this favorable outcome was substantially affected by our client selection and underwriting processes, along with our willingness to work with borrowers throughout the pandemic. We do not think it likely that netNet charge-offs rose in 2022 to a more normal, but still low, $59 million. In 2023 they rose again to $170 million, driven partly by continuing normalization but also, significantly, by a single commercial credit loss. If the U.S. experiences an economic recession in the future, will remain at 2021's low level.net charge offs generally could increase substantially. Even absent a recession, upward-trending normalization is likely to continue.
Our ability to manage credit risks depends primarily upon our ability to assess the creditworthiness of loan clients and other counterparties and the value of any collateral, including real estate, among other things. We further manage credit risk by diversifying our loan portfolio, by managing its granularity, by following per-relationship lending limits, and by recording and managing an allowance for loan and lease losses based on the factors mentioned above and in accordance with applicable accounting rules. We further manage other counterparty credit risk in a variety of ways, some of which are discussed in other parts of this Item 1A and all of which have as a primary goal the avoidance of having too much risk concentrated with any single counterparty.
We record loan charge-offs in accordance with accounting and regulatory guidelines and rules. As indicated in this Item 1A under the caption Accounting & Tax Risks beginning on page 5146, these guidelines and rules could change and cause provision expense or charge-offs to be more volatile, or to be recognized on an accelerated basis, for reasons not always related to the underlying performance of our portfolio. In fact, starting in 2020, such an accounting change was made and, when the COVID recession occurredoc


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curred starting in March, provision for credit losses significantly increased. Moreover, the SEC or PCAOB could take accounting positions applicable to our holding company that may be inconsistent with those taken by the Federal Reserve or other banking regulators.
Our credit and other loan-management models could be wrong, or could become wrong if external factors change.A significant challenge for us is to keep the credit and other models and approaches we use to originate and manage loans updated to take into account changes in the competitive environment, in real estate prices and other collateral values, in the economy, and in the regulatory environment, among other things, based on our experience originating loans and servicing loan portfolios. Changes in modeling could have significant impacts upon our reported financial results and condition. In addition, we use those models and approaches to manage our loan portfolios and lending businesses. To the extent our models and approaches are not consistent with underlying real-world conditions, our management decisions could be misguided or otherwise affected with substantial adverse consequences to us. A recent and still-current example of challenges we face in modeling stems from the COVID-19 pandemic and its related impacts on clients, the economy, and governmental interventions and accommodations.
The recent low-interest rate environment has(which ended in 2022) elevated the traditional challenge for lenders and investors to balance taking on higher risk against the desire for higher income or yield. This challenge appliesapplied not only to credit
risk in lending activities but also to default and rate risks regarding investments. Even though short term rates are higher currently, long term rates continue to lag driven in part by market expectations that short rates may soon be cut again. In any case, even if less acute today, that traditional risk-versus-yield challenge remains in place.
WhenAs interest rates eventually rise, default risk likelygenerally also will rise.rises. As borrowers’ obligations to pay interest increase,increases, financial weaknesses generally become more evident. Initially this results in lower consumer credit scores and lower commercial loan grading, and later results in higher default rates. This effect can be amplified or hastened if the rate hikes are accompanied by recession. Even if no recession results, the full effects of the 2022-23 rate hikes may not yet be fully reflected in loan default rates.
Realized credit losses tend to increase and decrease in a cyclical manner, although the duration and timing of any given credit cycle is impossible to predict accurately. Through 2019 we and other U.S. banks experienced an extended period of very low credit losses. That trend reversed starting in 2022, which may signal the start of a new multi-year cycle. If a new cycle has started, we cannot predict how long the new cycle will run or how high credit losses will reach.
The credit cycle was disrupted by COVID-19. Our expectation for loan losses in 2020 rose sharply with the COVID-19 pandemic and its recession, though in many cases actual losses, reflected in net charge offs, did not later materialize. Our expectations for credit loss abated dramatically in 2021, and significant amounts of the 2020 loss reserves were released, resulting in provision credits (negative expenses). We do not know what the new “normal” level of provision for credit loss will be once the impacts of the pandemic have fully ended, or what long-term impact the pandemic will have on the credit cycle. The low provision and net charge-off levels experienced before 2020, and in 2021, were historically unusual and might not be repeated. It is extremely difficult for banks, and for investors, to know when an uptickupturn in credit loss is merely idiosyncratic or instead portends a major credit cycle change.
Based on the foregoing discussions, we expect loan loss provision expense and net charge-offs to be higher than 2021 during the next several years. We hope to offset that headwind with loan growth and, if interest rates rise and the yield curve steepens, higher margins. Loan growth in 2022 will be blunted by run-off of pandemic-era short-term lending under special government programs, and may be blunted if rates rise too much or too quickly.
The composition of our loans inherently increases our sensitivity to certain credit risks. At December 31, 2021,2023, approximately 57%53% of total loans and leases consisted of the commercial, financial, and industrial (C&I) portfolio, while approximately 20%23% of total loans and leases consisted of the commercial real estate (CRE) portfolio, and approximately 23% consisted of the consumer real estate portfolio.
The largest componentTwo large components of the C&I portfolio at year end was loans to mortgage companies, a component which represented about 15% of the C&I portfolio at that time. The second largest component waswere loans to finance and insurance companies and loans to mortgage companies. As a result,Taken together, approximately 26%18% of the C&I portfolio was sensitive to impacts on the financial services industry. As discussed elsewhere in this Item 1A with respect to our company, the financial services industry is more sensitive to interest rate and yield curve changes, monetary policy, regulatory policy, changes in


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real estate and other asset values, and changes in general economic conditions, than many other industries. Negative impacts on the industry could dampen new lending in these lines of business and could create credit impacts for the loans in our portfolio.
The stability and value of the CRE portfolio depends substantially upon the financial health of the underlying real estate assets and upon commercial real estate market values generally. Many CRE assets are rental properties, and for those occupancy and vacancy rates are critical factors along with business trends that impact tenants. Most of the remainder are owner-occupied, significantly dependent on the financial health of the borrower. Part of our rental CRE consists of traditional office space. The COVID pandemic disrupted traditional office space demand and utilization. It is highly uncertain what demand and utilization likely will be once that disruption fully ends.
The consumer real estate portfolio contains a number of concentrations which affect credit risk assessment of the portfolio.


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Product concentration. The consumer real estate portfolio consists primarily of consumer installment loans, and much of the remainder consists of home equity lines of credit.
Collateral concentration. This entire category is secured by residential real estate. Approximately 14%89% of the consumer real estate portfolio consists of loans secured on a second-lienfirst-lien basis.
Geographic concentration. At year end, about 65%62% of the consumer real estate portfolio related to clients in three states: Florida, Tennessee, and Louisiana.Texas.
The consumer real estate category is highly sensitive to economic impacts on consumer clients and on residential real estate values. Job loss or downward job migration, as well as significant life events such as divorce, death, or disability, can significantly impact credit evaluations of the
portfolio. Also, regulatory changes, discussed above and elsewhere in this Item 1A, are more likely to affect the consumer category and our accounting estimates of credit loss than other loan types.
Volatility in the oil and gas industry can impact us. At year-end, approximately 2%of our total loans were directly related to the oil and gas industry. In addition to general credit and other risks mentioned elsewhere in this Item 1A, these businesses and their related assets are sensitive to a number of factors specific to that industry. Key among those is global demand for energy and other products from oil and gas in relation to supply. The shifting balance between demand and supply is expressed most simply in prices. Significant oil-price volatility, such as that experienced in 2020-2021,2020-22, can and often does impact our overall business in this industry by increasing provisioning and charge-offs, and by reducing demand for loans. Another set of risks specific to that industry relate to environmental concerns, including the risks of increased regulation or other governmental intervention, and the risks of adverse changes in consumption habits or public perceptions generally.
Additional information concerning credit risks and our management of them is set forth under the caption Asset Quality beginning on page 7365 of our 20212023 MD&A (Item 7).
Service Risks
We provide a wide range of services to clients, and the provision of these services may create claims against us that we provided them in a manner that harmed the client or a third party, or was not compliant with applicable laws or rules. Our services include lending, loan servicing, fiduciary, custodial, depositary, funds management, insurance, and advisory services, among others. We manage these risks primarily through training
programs, compliance programs, and supervision processes. Additional information concerning these risks and our management of them, all of which is incorporated into this Item 1A by this reference, appears under the captions Operational Risk Management and Compliance Risk Management, beginning on page 9485 of our 20212023 MD&A (Item 7).
Risks Related to COVID-19 Pandemic
The COVID-19 pandemic has led to periods of significant volatility in financial, commodities (including oil and gas) and other markets, has adversely affected our ability to conduct normal business, has adversely affected our clients, continues to adversely impact U.S. and global manufacturing and delivery processes, and is likely to continue to harm our businesses and results of operations in ways that are difficult to predict.
Starting in late February 2020, financial market volatility increased dramatically based on concerns that COVID-19, and the steps being undertaken in many countries to mitigate its spread, would significantly disrupt economic activity. In March 2020, financial market volatility increased further, with several one-day stock market swings that resulted in significant market declines. Additionally: market pricing deteriorated in virtually all
sectors and asset classes except U.S. Treasury securities; many states and cities in the U.S. declared health emergencies, lockdowns, travel restrictions, and quarantines, prohibiting gatherings of more than a small number of people and ordering or urging most businesses and workplaces to close or operate on a very restricted basis; the Federal Reserve lowered short-term interest rates and started a “quantitative easing” program intended to lower longer-term interest rates and foster access to credit; the effective yields of 10-year and 30-year U.S. Treasury securities achieved record low rates; and the U.S. Congress enacted several relief laws. Government actions in the U.S. have included loan programs administered by banks and other private-sector lenders, liquidity programs administered by the U.S. Treasury, and favorable accounting and regulatory treatment (for lenders) of certain loan payment deferrals.


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In 2020, the economic effects of these and related actions and events in the U.S. included: large numbers of partial or full business closures; large numbers of people were furloughed or laid off; large increases in unemployment; large numbers of workers worked from home; and large numbers of consumers were unwilling to undertake significant discretionary spending. In addition, worldwide demand for oil fell, resulting in significant drops in oil prices and in the values of oil-related assets.
Starting in late 2020, and accelerating in 2021, vaccines were distributed throughout the U.S. and the physical and commercial shutdowns started to abate. Late in 2021, monoclonal antibody treatments and new anti-viral medications offered hope that infected people could avoid the worst outcomes of the virus more effectively than with earlier treatments. Additional strains of COVID-19 have emerged worldwide, a few of which have caused some earlier restrictions to reappear but without the very large economic shocks experienced in 2020. It appears likely that further new strains will continue to appear, as they do with influenza. It also appears likely that a "return to normal" in 2022 or 2023 will be uneven and delayed at best, and that "normal" behavior patterns in the U.S. may become somewhat different than they were pre-COVID.
Within the U.S., governmental reactions to the pandemic in 2021 have been, and in 2022 very likely will continue to be, inconsistent from state to state and from city to city. Worldwide, these inconsistencies have been more pronounced, including enforced quarantine of large population segments if any outbreak is detected in some countries, closed borders in some countries, and virtually no restrictions at all in some countries. This situation, coupled with unpredictable work slowdowns associated with illness outbreaks, likely has contributed significantly to global supply chain and related difficulties that were commonplace in 2021.
We are not able to predict the impact of these still-changing circumstances on our businesses. The full extent of impacts resulting from the COVID-19 pandemic and other events beyond our control will depend on uncertain future developments, including new information which may emerge concerning the severity of new COVID strains, the effectiveness of vaccines and treatments on existing and new strains, and further actions governments may take to slow the spread of the virus, treat the ill, distribute
the vaccines and treatments, and assist affected businesses.
In addition, the pandemic has resulted in modest operational disruptions for us. Clients’ physical access to banking centers has been restricted off and on in many markets, and many non-client-facing associates continued to work largely on a remote basis into early 2022. In addition, associates have become ill unpredictably, which occasionally slowed or modestly disrupted certain functions or processes. More significant disruptions in the future could adversely impact our businesses, financial condition, and results of operations.
Changes in interest rates due to Federal Reserve actions and market forces, mentioned above, negatively impacted our net interest margin (a measure of the average profit margin applicable to lending). The Federal Reserve has indicated its expectations to end easing, and begin raising short-term interest rates, in 2022, but the timing and degree of normalization cannot be predicted. Additional information is presented: under the caption Cyclicality within the Other Business Information section of Item 1, which starts on page 18; Risks Associated with Monetary Events beginning on page 38; in Interest Rate and Yield Curve Risks beginning on page 48; and under the caption Federal Reserve Policy in Transition within the Market Uncertainties and Prospective Trends section of our 2021 MD&A (Item 7), beginning on page 99.
Our clients and vendors have been adversely impacted by governmental and societal responses to COVID-19. Those impacts on clients reduced noninterest income, created downward loan migration (a reduction in loan-grading), and substantially increased provision for credit losses in 2020. Another sudden adverse change in circumstances could result in another round of unexpected provision expense along with a reduction of noninterest income.
In 2022, certain commercial loans will run off, and a portion of certain deposit accounts may diminish. In 2020 and 2021, in response to the pandemic, the U.S. guaranteed a category of commercial loans under the paycheck protection program ("PPP"), and further created rounds of direct-to-citizen cash payment programs. At December 31, 2021, we had $1 billion of PPP loans outstanding, nearly all of which we expect to be paid in 2022.
Regulatory, Legislative, & Legal Risks
The regulatory environment continues to be challenging. We operate in a heavily regulated industry. Our regulatory burdens, including both operating restrictions and ongoing compliance costs, are substantial.
We are subject to many banking, deposit, insurance, securities brokerage and underwriting, investment
management, and consumer lending regulations in addition to the rules applicable to all companies publicly traded in the U.S. securities markets and, in particular, on the New York Stock Exchange. Failure to comply with applicable regulations could result in financial, structural, and operational penalties. In addition, efforts to comply with applicable regulations may increase our costs and/or


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limit our ability to pursue certain business opportunities. See Supervision and Regulation within Item 1 of this report, beginning on page 2119, for additional information concerning financial industry regulations. Federal and state regulations significantly limit the types of activities in which we, as a financial institution, may engage. In addition, we are subject to a wide array of other regulations that govern other aspects of how we conduct our business
, such as in the areas of employment and intellectual property. Federal and state legislative and regulatory authorities increasingly consider changing these regulations or adopting new ones. Such actions could further limit the amount of interest or fees we can charge, could further restrict our ability to collect loans or realize on collateral, could affect the terms or profitability of the products and services we offer, or could materially affect us in other ways.
The following paragraphs highlight certain specific important risk areas related to regulatory matters currently. These paragraphs do not describe these risks exhaustively, and they do not describe all such risks that we face currently. Moreover, the importance of specific risks will grow or diminish as circumstances change.
We and our Bank both are required to maintain certain regulatory capital levels and ratios. U.S. capital standards are discussed in Item 1 of this report, in tabular and narrative form, under the caption Capital Adequacy within the Supervision & Regulation section of Item 1 which


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starts on page 2119. Pressures to maintain appropriate capital levels and address business needs in a changing economy may lead to actions that could be dilutive or otherwise adverse to our shareholders. Such actions could include: reduction or elimination of dividends; the issuance of common or preferred stock, or securities convertible into stock; or the issuance of any class of stock having rights that are adverse to those of the holders of our existing classes of common or preferred stock.
Additional information concerning these risks and our management of them, all of which is incorporated into this Item 1A by this reference, appears: under the captions Capital Adequacy and Prompt Corrective Action (PCA) within the Supervision & Regulation section of Item 1 which starts on page 2119; under the captions Capital, Capital Risk Management and Adequacy, and Market Uncertainties and Prospective Trends beginning on pages 8777, 9485, and 9992, respectively, of our 20212023 MD&A (Item); and under the caption Regulatory Capital in Note 13—12—Regulatory Capital and Restrictions, beginning on page 159154 of our 20212023 Financial Statements (Item 8).
Regulation of banks is tiered based on asset size; we are close to reaching $100 billion, which is the next tier above us. Regulatory restrictions and costs tend to increase based on asset tier. The two most significant impacts on us of crossing the $100 billion threshold are: becoming subject to Category IV enhanced prudential
standards; and becoming at-risk for being subject to a liquidity coverage ratio requirement. Compliance costs associated with those and other over-$100-billion regulations are expected to be significant. New regulations proposed in 2023 would substantially increase capital and other requirements, various restrictions, and costs. Moreover, we expect that a significant portion of those compliance costs, with or without the new regulations, will need to be borne as we approach the $100 billion tier, rather than commence abruptly when we enter the tier, as we upgrade compliance systems, processes, and staffing before they are fully needed. Additional information concerning these risks, which is incorporated into this Item 1A by this reference, appears inin: the Supervision & Regulation section of Item 1 which starts on page 2119. To reach; and under the next tier will require only modest organic growth for another two or three years,caption Other Regulatory Proposals within the section captioned Market Uncertainties and even a modest bank acquisition is likely to put us over $100 billion.Prospective Trends beginning on page 92 of our 2023 MD&A (Item 7).
Legal disputes are an unavoidable part of business, and the outcome of pending or threatened litigation cannot be predicted with any certainty. We face the risk of litigation from clients, associates, vendors, contractual parties, and other persons, either singly or in class actions, and from federal or state regulators. Matters of that sort are pending currently; itcurrently. It is unlikely we will ever experience a time when no litigation matter is outstanding. We manage litigation risks through internal controls, personnel training, insurance, litigation management, our
compliance and ethics processes, and other means. However, the commencement, outcome, and magnitude of litigation cannot be predicted or controlled with any certainty.
Typically, we are unable to estimate our loss exposure from legal claims until relatively late in the litigation process, which can make our financial recognition of loss from litigation unpredictable and highly uneven from one period to the next. For most of our pending legal matters we have established either no accrual (reserve) or no significant reserve. Financial accounting guidance requires that litigation loss be both estimable and probable before a reserve may be established (recorded as a liability on our balance sheet). Under that guidance, reserves typically are not established for most litigation matters until after preliminary motions to dismiss or to narrow the case are resolved, after discovery is substantially in process, and (in many cases) after preliminary overtures regarding settlement have occurred. Potentially significant cases often are pending for years before any loss is recognized and a reserve is established. Moreover, many cases experience relatively little progress toward resolution for a long period followed by a brief period of rapid development. Lastly, although most cases are resolved with little or no loss to us, for the others our loss typically is recognized either all at once (near the time of resolution) or very unevenly over the life of the case.
Additional information concerning litigation risks and our management of them, all of which is incorporated into this Item 1A by this reference, appears: under the caption Pre-2009 Mortgage Business Risks beginning on page 5146; under the captions Repurchase Obligations, Market Uncertainties and Prospective Trends, and Contingent Liabilities beginning on pages 9891, 9992, and 10398, respectively, of our 20212023 MD&A (Item 7); and under the caption Contingencies in Note 17—16—Contingencies and Other Disclosures, beginning on page 168162 of our 20212023 Financial Statements (Item 8).


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Political dysfunction and volatility within the federal government, both at the regulatory and Congressional level,levels, creates significant potential for major and abrupt shifts in federal policy regarding bank regulation, taxes, and the economy, any of which could have significant impacts on our business and financial performance.performance, as well as that of our commercial clients. Moreover, political conflict within and among branches of government, and within and among government agencies, can rise to a level where day-to-day functions could be interrupted or impaired.
Data privacy is becoming a major political concern. The laws governing it are new, and are likely to evolve and expand. Many non-regulated, non-banking companies have gathered large amounts of personal details about millions of people, and have the ability to analyze that


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data and act on that analysis very quickly. This situation has prompted governmental responses. Two prominent responses are the European Union General Data Protection Regulation and the California Consumer Privacy Act. Neither is a banking industry regulation, but both apply to banks in relation to certain clients. Further general regulation to protect data privacy appears likely. Banks in the U.S. already operate under privacy-protection laws and rules, but banking industry regulations in this area might be enlarged in response to this concern.
Public expectations concerning corporate controls on emissions of carbon dioxide, methane, and other
greenhouse gases could increase our operating costs in the future without a corresponding increase in revenue, could curtail some aspects of our business, or both. At present, federal environmental regulations do not require us to monitor the direct or indirect greenhouse gas emissions associated with building, operating, or maintaining our physical facilities, nor are we taxed or fined in relation to those emissions, because such gases generally are not considered to be pollutants under U.S. federal law. Changing expectations could pressure us to physically measure, monitor, and curtail direct emissions and to estimate indirect emissions or impacts, and eventually could result in legal requirements to take those actions or to pay for measured or estimated emissions. For example, we engage a third party to estimate our Scope 1 and 2 location-based emissions, even though not legally required. Whether or not legally required, any such actions that we take would increase our operating costs. In addition, such expectations could pressure us to discontinuere-evaluate business relationships with certain clients, or groups of clients, that have suboptimal reputations for emissions.
Recent state laws and federal disclosure proposals concerning greenhouse gas (GHG) emissions could impose significant additional costs upon us. In 2023 the state of California enacted two laws which, taken together, will require most larger companies doing business in California to report annually their greenhouse gas ("GHG") emissions, with an external assurance requirement, and to report biennially their climate-related
financial risks and risk-mitigation measures. The U.S. Securities and Exchange Commission ("SEC") has proposed, but not yet adopted, rules that would require all U.S. companies with publicly-traded securities to report annually their GHG emissions and related climate-oriented information. If applicable to us, direct compliance costs will include creating systems to measure or estimate and capture relevant data, staffing, and engagement of vendors, including a firm to provide required assurances (somewhat analogous to a financial statement auditor). Potentially of more significance: obtaining data could, depending upon how the new regimes are implemented, require us to obtain GHG-related information from clients, including clients that are not public companies and that do no business in California. If so, effectively we could be required to impose costs and/or inconveniences on clients. Other banks in our markets, particularly those that are both private and not doing business in California, could provide financial services without those requirements, putting us at a competitive disadvantage. Additional information concerning these risks, which is incorporated into this Item 1A by this reference, appears under the caption Greenhouse Gas (GHG) Reporting Regimes within the section captioned Market Uncertainties and Prospective Trends beginning on page 92 of our 2023 MD&A (Item 7).
Although currently no bank regulatory proposal applicable to us has been published, future regulations could discourage us from lending to or serving clients in certain industries judged to be environmentally high-risk, even if those elevated risk factors have a long time horizon or are speculative for other reasons. Changes of that sort could curtail our ability to pursue profitable business opportunities.
General regulation of greenhouse gas emissions, carbon taxation schemes, government subsidies for "green" industries over carbon-intensive ones, and other such political/governmental actions could substantially and directly impact us or our clients. Even if we are not directly impacted in any significant manner by such actions, impacts on clients could have a significant impact on us.
Risks of Expense Control
Our ability to successfully manage expenses is important to our long-term success, but in part is subject to risks beyond our control. Many factors can influence the amount of our expenses, as well as how quickly they grow. As our businesses change—whether by acquisition, expansion, or contraction—additional expenses can arise from asset purchases, structural reorganization, evolving business strategies, and changing regulations, among other things.
We manage controllable expenses and risk through a variety of means, including selectively outsourcing or
multi-sourcing various functions and procurement coordination and processes. In recent years we have actively sought to make strategic businesses more efficient primarily by investing in technology, re-thinking and right-sizing our physical facilities, and re-thinking and right-sizing our workforce and incentive programs. These efforts usually entail additional near-term expenses in the form of technology purchases and implementation, facility closure or renovation costs, and severance costs, while expected benefits typically are realized with some uncertainty in the future.


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We have also focused on the economic profit generated by our business activities and prospects rather than emphasizing revenues or ordinary profit.prospects. Economic profit analysis attempts to relate ordinary profit to the capital employed to create that profit with the goal of achieving higher risk-adjusted (more efficient) returns on capital employed overall. Activities with higher capital usage bear a greater burden in economic profit analysis. The process is intended to allow us to more efficiently manage investment and utilization of resources. Economic profit analysis involves significant judgment regarding capital allocation.allocation and risk. Mistakes in those judgments could result in a mis-allocation of resources and diminished profitability over the long run.
Despite our efforts, our costs could rise due to adverse structural changes, market shifts, or market shifts.inflationary pressures. For example: in 2021 and early 2022, compensation costs have risenrose markedly due to market forces beyond our control; and the overall cost of our health insurance benefit is highly dependent upon regulatory factors and market forces which also arehigh-demand/low-supply circumstances beyond our control.

Regulatory compliance expense will increase substantially when we reach $100 billion in assets, which is the next regulatory tier above us now. Moreover, we expect such costs to increase significantly as we approach that size.

Additional information concerning these expenses appears in

Regulatory, Legislative, and Legal Risks
within this Item 1A beginning on page 38.
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Geographic Risks
We are subject to risks of operating in various jurisdictions. To a significant degree our banking business is exposed to economic, regulatory, natural disaster, and other risks that primarily impact the south-eastern and south-central U.S. states where we do most of our regional banking business. If those regions of the U.S. were to experience adversity not shared by other parts of the country, we are likely to experience adversity to a degree not shared by those competitors which have a broader or different regional footprint. Examples of these kinds of risks include: earthquakes in Memphis; hurricanes in Florida, Louisiana, the Carolina coasts, or the Texas coast; a major change in national health insurance laws impacting the many healthcare companiesour healthcare-industry clients in middle Tennessee; and automotive industry plant closures.
Significant cost increases and uncertainties impacting clients and communities in our coastal markets may jeopardize the substantial growth trends of those markets. A significant part of our growth prospects are concentrated in the major gulf coast markets and several markets on the southern Atlantic seacoast of the U.S. Many of our fastest growing markets, including most significantly those in Florida, can be impacted significantly by hurricanes and other severe coastal weather events. As those markets grow, our economic commitment to them grows, as does our financial exposure to those events.
In 2023 and this year it has been widely reported that the economic costs of hurricane events in the U.S. gulf and southern Atlantic coastal areas have been rising significantly. We believe that rising costs are directly related to growth in those areas.
For example, much of the growth in Florida has been along the coasts moving out from older cities. A gulf coast hurricane 50 or 60 years ago had a fair chance of making landfall in a relatively unpopulated area. Now, the chances of directly hitting a population center are much higher, the average population in that center is much higher, and the average value per building is much higher.
The reported significant increase in casualty risks and costs is being reflected in property insurance practices which currently are in significant flux. The insurance industry is being forced to revise its risk assessment and premium pricing practices in coastal areas as loss experience has deviated from earlier predictions, sometimes badly. In Florida, for example, some smaller carriers have failed, some larger carriers have left markets, and remaining carriers have significantly increased the premiums of hurricane-related insurance, narrowed coverage, or both.
Coastal states such as Florida and Louisiana have created last-resort insurance pools for residents who cannot obtain or afford private property insurance. However, as the costs borne by those pools increase, either the premiums will have to rise or general taxation will have to cover the difference. In addition, those programs generally do not help business clients.
State and local building and water-control codes are being revised, but often unevenly and often not retroactive to pre-existing structures and developments. The current transition period could be lengthy.
The availability, reliability, and cost of adequate property insurance is a significant concern for us as well as our clients in affected markets. Instability in property insurance has made, and will continue to make, our business decisions more difficult. That instability increases our risks of loan loss and business downturn.
More fundamentally, elevated insurance and casualty costs blunt a key factor driving growth in many of these high-growth markets: lower costs of living. If market growth slows, our business will be impacted.
Additional information concerning these risks, which is incorporated into this Item 1A by this reference, appears under the caption Coastal Market Growth and Rising Costs within the section captioned Market Uncertainties and Prospective Trends beginning on page 92 of our 2023 MD&A (Item 7).


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We have international assets, mainly in the form of loans and letters of credit. Holding non-U.S. assets creates a
number of risks: the risk that taxes, fees, prohibitions, and other barriers and constraints may be created or increased by the U.S. or other countries that would impact our holdings; the risk that currency exchange rates could move unfavorably so as to diminish the U.S. dollar value of assets, or to enlarge the U.S. dollar value of liabilities; and the risk that legal recourse against foreign counterparties
may be limited in unexpected ways. Our ability to manage those and other risks depends upon a number of factors, including: our ability to recognize and anticipate differences in legal, cultural, and other expectations applicable to clients, regulators, vendors, and other business partners and counterparties; and our ability to recognize and manage any exchange rate risks to which we are exposed.
Insurance
Our property and casualty insurance may not cover, or may be inadequate to fully cover, the risks that we face, and we are or may be adversely affected by a default by insurers. We use insurance to manage a number of risks, including damage or destruction of property as well as legal and other liability. Not all such risks are insured, in any given insured situation our insurance may be inadequate to cover all loss, and many risks we face are uninsurable. For those risks that are insured, we also face the risks that the insurer may default on its obligations or that the insurer may refuse to honor them. We treat the risk of default as a type of credit risk, which we manage by reviewing the insurers that we use and by striving to use more than one insurer when practical. The risk of refusal, whether due to honest disagreement or bad faith, is inherent in any contractual situation.
A portion of our consumer loan portfolio involves mortgage default insurance. If a default insurer were to experience a significant credit downgrade or were to become insolvent, that could adversely affect the carrying value of loans insured by that company, which could result in an immediate increase in our loan loss provision or write-down of the carrying value of those loans on our balance sheet and, in either case, a corresponding impact on our financial results. If many default insurers were to experience downgrades or insolvency at the same time, the risk of a financial impact would be amplified.
We own certain bank-owned life insurance policies as assets on our balance sheet. Some of those policies are “general account” and others are “separate account.” The general account policies are subject to the risk that the carrier might experience a significant downgrade or become insolvent. The separate account policies are less susceptible to carrier risk, but do carry a higher risk of value fluctuations in securities which underlie those policies. Both risks are managed through periodic reviews of the carriers and the underlying security values. However, particularly for the general account policies, our ability to liquidate a policy in anticipation of an adverse carrier event is significantly limited by applicable insurance contracts and regulations as well as by a substantial tax penalty which could be levied upon early policy termination.
When we self-insure certain exposures, our estimates of future expenditures may be inadequate for the actual expenditures that occur. For example, we self-insure our associate health-insurance benefit program. We estimate future expenditures and establish accruals (reserves) based on the estimates. If actual expenditures were to exceed our estimates in a future period, our future expenses could be adversely and unexpectedly increased.
Liquidity & Funding Risks
Liquidity is essential to our business model and a lack of liquidity, or an increase in the cost of liquidity, may materially and adversely affect our businesses, results of
operations, financial conditionscondition, and cash flows. In general, the costs of our funding directly impact our costs of doing business and, therefore, can positively or


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negatively affect our financial results. Our funding requirements in 20212023 were met principally by deposits, by financing from other financial institutions, and by funds obtained from the capital markets.
Deposits traditionally have provided our most affordable funds and deposits by far are the largest portion of our funding. However, deposit trends can shift with
economic conditions.conditions and with public perception of risk in the banking industry or of risk in our Bank in particular. That shift can be sudden and extreme. If interest rates fall,public confidence fails, deposit levels in our Bank mightcould fall, perhaps fairly quickly if a tipping point is reached, as depositors become more comfortable with riskseek safety and seek higher returns in other vehicles. Thisare able to move their funds rapidly. In the mildest version of this scenario, we could pressure usbe forced to raise interest we pay on our deposits, whichraising costs appreciably. In a severe case, deposit flight could shrink our net interest margin if loan rates do not rise correspondingly.render the Bank insolvent.
In the pastfirst half of 2023, actual events resulted in many of these impacts. Three large U.S. regional banks failed, largely as a result of massive deposit run-off. Along with


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most other regional banks, we experienced significant but much more modest levels of run-off. We believe significant portions of the outgoing deposits transferred either to a few of the very largest U.S. banks or to money market funds which, though not FDIC insured, are supported by U.S. Treasury debt.
We countered our 2023 outflows with a significant deposit campaign. Our 2023 campaign was successful, but at the cost of significant increases in deposit rates. Fortunately, our new deposits were substantial enough to allow us to reduce borrowings. Also, the campaign's "promotional" rates for accounts started to revert to more typical rate levels late in 2023 which, though higher than in 2022, should reduce overall deposit costs in 2024.
In the aftermath of the 2023 bank failures, the following factors appear to have been key to institutional risk: deposits not insured by FDIC insurance were much more likely to depart rapidly when risk perceptions changed suddenly; deposit clients who were not traditional clients with primary banking relationships were much more likely to depart rapidly; and deposits concentrated in fewer, high-balance accounts (with FDIC insurance coverage on only a small portion of the balances) were much more likely to depart rapidly than deposits spread among many more-typical clients and accounts. All banks, including our Bank, faced all three years, interest rates paid on deposits have fallenof these factors to remarkably lowan extent. Banks with higher-than-usual levels and stock market values (broadly speaking) have climbed. Contraryof one or more of these factors tended to be more strongly impacted by the expectations outlinedbanking crisis events in the paragraph above, deposit levels also have climbed. While difficult to explain definitively, it is possible that while a sizable portionfirst half of available capital holders are comfortable with risk in the stock markets, another sizable portion are highly risk-averse in light of the severe volatility experienced by the stock markets in 2018, 2019, and 2020. Deposit levels in 2020 and 2021 also were buoyed by Federal pandemic assistance, particularly direct cash payments to most citizens.2023.
Deposit levels may be affected, fairly quickly, by changes in monetary policy. The Federal Reserve currently is changing monetary policy from easing to tightening.has paused its 2022-23 tightening policy. The Federal Reserve has indicated it intends to end easing,consider whether and begin tightening,when to cut short-term rates in 2024 based on economic events during the year, including inflationary pressures, employment data, and overall economic activity. Easing thus far has involved reducing the growth rate of the Federal Reserve's balance sheet (bond purchases), eventually to zero. If the Federal Reserve decides to shrink its balance sheet in order to quickly remove excess liquidity from the banking system, long-term interest rates may increase suddenly, and deposit levels may decrease significantly as clients move funds into bonds and similar instruments. Additional information concerning monetary policy changes appears under the caption Risks Associated with Monetary Events beginning on page 3834 within this Item 1A, and under the caption Federal Reserve Policy in Transition within the Market Uncertainties and Prospective Trends section of 20212023 MD&A (Item 7), which begins on page 9992.
The market among banks for deposits may be impacted by capital rulesregulatory funding and liquidity requirements. ThoseRegulatory rules generally provide favorable
treatment for core deposits. Institutions with less than $100 billion of assets are not required to maintain a minimum Liquidity Coverage ratio. At or above $100 billion, the requirement increases with size and certain activities. The largest banks, which must maintain the highest minimum ratio, may be incented to compete for core deposits vigorously. Although mid-sized banks, like ours, are only lightly impacted by this rule, if some large banks in our markets take aggressive actions we could lose deposit share or be
compelled to adjust our deposit pricing and practices in ways that could increase our costs.
Continued availability of Federal Home Loan Bank funding depends on policies set by the federal government and, ultimately, by the U.S. Congress; for that reason, long-term continuation of current programs is beyond our control. We have and use credit facilities with one of the Federal Home Loan Banks. Those facilities provide funding quickly when we need it, up to program limits. The curtailment or elimination of our access to Federal Home Loan Bank programs would significantly alter how we plan for and manage routine and contingency funding situations.
We also depend upon financing from private institutional or other investors by means of the capital markets. In 2020 we issued and sold $150 million of preferred stock, along with a total of $1.3 billion of senior and subordinated notes. In 2021, we issued and sold another $150 million of preferred stock. Presently weWe believe we could access the capital markets again if we desired to do so. Risk remains, however, that capital markets may become unavailable to us for reasons beyond our control.
A number of more general factors could make funding more difficult, more expensive, or unavailable on affordable terms. These include, but are not limited to, our financial results, organizational or political changes, adverse impacts on our reputation, changes in the activities of our business partners, disruptions in the capital markets, specific events that adversely impact the financial services industry, counterparty availability, changes affecting our loan portfolio or other assets, changes affecting our corporate and regulatory structure, interest rate fluctuations, ratings agency actions, general economic conditions, and the legal, regulatory, accounting, and tax environments governing our funding transactions. In addition, our ability to raise funds is strongly affected by the general state of the U.S. and world economies and financial markets as well as the policies and capabilities of the U.S. government and its agencies, and may remain or become increasingly difficult due to economic and other factors beyond our control. Changes associated with LIBOR also may impact our funding ability;For additional information concerning these risks, see Interest Rate and Yield Curve Risks beginning on page 4844.
Events affecting interest rates, markets, and other factors may adversely affect the demand for our products and services in our fixed income business. As a result, disruptions in those areas may adversely impact our earnings in that business unit.


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Credit Ratings
Our credit ratings directly affect the availability and cost of our unsecured funding. Our holding company (the Corporation) and our Bank currently receive ratings from several rating agencies for unsecured borrowings. A rating
below investment grade typically reduces availability and increases the cost of market-based funding. A debt rating of Baa3 or higher by Moody’s Investors Service, or BBB- or higher by Fitch Ratings, is considered investment grade for


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many purposes. At December 31, 2021,2023, both rating agencies rated the unsecured senior debt of the Corporation and of the Bank as investment grade. The ratings outlook was stable from Moody’s and from Fitch for both the Corporation and the Bank. To the extent that in the future we depend on institutional borrowing and the capital markets for funding and capital, we could experience reduced liquidity and increased cost of unsecured funding if our debt ratings were lowered, further, particularly if lowered below investment grade. In addition, other actions by ratings agencies can create uncertainty about our ratings in the future and thus can adversely affect the cost and availability of funding, including placing us on negative outlook or on watchlist. Please note that a credit rating is not a recommendation
to buy, sell, or hold securities, is subject to revision or withdrawal at any time, and should be evaluated independently of any other rating.
Reductions in our credit ratings could result in counterparties reducing or terminating their relationships with us. Some parties with whom we do business may have internal policies restricting the business that can be done with financial institutions, such as the Bank, that have credit ratings lower than a certain threshold.
Reductions in our credit ratings could allow some counterparties to terminate and immediately force us to settle certain derivatives agreements, and could force us to provide additional collateral with respect to certain derivatives agreements. Under our margin agreements, we are required to post collateral in the amount of our derivative liability positions with derivative counterparties. FHN could be asked to post collateral of an undetermined amount based on changes in credit ratings and derivative value.
Interest Rate & Yield Curve Risks
We are subject to interest rate risk because a significant portion of our business involves borrowing and lending money, and investing in financial instruments. A considerable portion of our funding comes from short-term and demand deposits, while a sizeable portion of our lending and investing is in medium-term and long-term instruments. Changes in interest rates directly impact our revenues and expenses, and could expand or compress our net interest margin. We actively manage our balance sheet to control the risks of a reduction in net interest margin brought about by ordinary fluctuations in rates. In addition, our fixed income business tends to perform better when rates decline or markets are volatile, which tends to partially offset net interest margin compression.
A flat or inverted yield curve may reduce our net interest margin and adversely affect our lending and fixed income businesses. The yield curve is a reflection of interest rates, at various maturities, applicable to assets and liabilities. The yield curve is steep when short-term rates are much lower than long-term rates; it is flat when short-term rates and long-term rates are nearly the same; and it is inverted when short-term rates exceed long-term rates. Historically, the yield curve is usually upward sloping (higher rates for longer terms). However, the yield curve can be relatively flat or inverted (downward sloping), which. Inversion normally is rare, but has happened several times in the past few years. In fact inversion has been continuous since the second half of 2022 through early 2024. A flat or inverted yield curve tends to decrease net interest margin, which would adversely impact our lending businesses, and it tends to reduce demand for long-term debt securities, which would adversely impact the
revenues of our fixed income business.
The U.S. is transitioning away from “easing,” with During late 2022 our net interest margin overall did not compress, but actually expanded, as we were able to increase average loan rates faster than average funding rates. In 2023, our net interest margin compressed throughout much of the Federal Reserve indicating its expectations that bond purchases will end. In addition, short-term interest rates could be raised, startingyear as funding costs accelerated, but still expanded on a full year basis compared to 2022. Although compression eased late in 2022. This significant change
in direction, and in the underlying economics that2023, margins are prompting the change, create opportunities and risks for us. The cessation of easing should result in upward pressure on long-term interest rates, steepeninglikely to continue below late 2022 levels as long as the yield curve and potentially providing a significant financial benefit to us. Raising short-term rates may re-flatten the yield curve and moderate or even end that benefit, unless long-term rates continue to rise in tandem with short rates. See Risks Associated with Monetary Events beginning on page 38 of this report for additional information. Moreover, the Federal Reserve appears to be taking these actions over concerns about monetary inflation and economic slowdown. An economic slowdown would adversely impact us even if rate moves, in isolation, would provide a benefit. See Risks from Economic Downturns beginning on page 38 for additional information.remains inverted.
Market-indexed deposit products are very sensitive to changes in short-term rates, and our use of them increases our exposure to such changes. If market rates rise, an increase in those deposit rates may be necessary before we are able to effect similar increases in loan rates. Generally, we try to moderate our use of these products when rates are rising.
Expectations by the market regarding the direction of future interest rate movements can impact the demand for and value of our fixed income investments, and can impact the revenues of our fixed income business. This risk is most apparent during times when strong expectations have not yet been reflected in market rates, or when expectations are especially weak or uncertain.
The expected discontinuanceOver a business cycle period of LIBOR as a viable benchmark rate may adversely affect our business and our operating results. In 2017,many years, substantial revenue reduction in fixed income is unavoidable during the Chief Executive"down" part of the United Kingdom Financial Conduct Authority ("FCA"), which regulates the London InterBank Offered Ratecycle. The most recent revenue reduction started in 2022, and we cannot predict when it will end.


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("LIBOR"), announced that it intends to halt persuading or compelling banks to submit rates for the calculation of LIBOR. In 2021, the FCA announced that tenors of U.S. dollar ("USD") LIBOR will no longer be published as follows:
One week and 2-month USD LIBOR will not be published after December 31, 2021; and
All other USD LIBOR tenors (e.g., overnight, 1-month, 3-month, 6-month and 12-month tenors) will not be published after June 30, 2023.
In the U.S., multiple alternative reference rates have become accepted alternatives to LIBOR. These alternatives include:
SOFR and Term SOFR. The Alternative Reference Rates Committee (“ARRC”) is a group of private-market participants convened by the Federal Reserve Board and the Federal Reserve Bank of New York ("New York Fed") to help ensure a successful transition from USD LIBOR to a more robust reference rate. The ARRC has recommended the Secured Overnight Financing Rate (“SOFR”) as its preferred alternative. SOFR is published by the New York Fed but is not directly comparable to LIBOR and cannot easily or simply be substituted for it in outstanding instruments. Key differences between the two are: SOFR is based on secured lending, LIBOR is not; and SOFR historically has been published only as an overnight rate, while LIBOR is published in many short-term forward looking maturity tenors.
Since SOFR is based on secured lending, it is generally considered a “risk-free rate” whereas LIBOR includes an implicit credit spread. Currently there is market-accepted practice to fully address this first difference of SOFR from LIBOR. In response to the second difference, CME Group began to publish Term SOFR, a forward-looking rate with 1-month, 3-month and 6-month tenors. Term SOFR is based on SOFR futures contracts. The ARRC has recommended conventions for Term SOFR rates and has recommended CME Group as the administrator for Term SOFR.
AMERIBOR. Another alternative, the American Interbank Offered Rate (“AMERIBOR”) Index, is produced by the American Financial Exchange. AMERIBOR is based on actual transaction data involving credit decisions by many financial institutions, on an unsecured basis.
BSBY. The Bloomberg short-term bank yield index ("BSBY") is a proprietary rate index calculated and published by Bloomberg Index Services Limited. BSBY is based on actual transaction data involving unsecured credit.
FHN ceased originating new loans using LIBOR, and began making all three of those alternatives available to most
commercial clients, in late 2021. For consumer adjustable rate mortgages, FHN offers only SOFR as the reference rate, which FHN believes has become the leading alternative in the U.S. for that category of loans. Outstanding loans affected by the 2021 discontinuance of LIBOR were transitioned to a new reference rate. The one-week and two-month USD LIBOR tenors were not commonly used, however; as a result, early in 2022, most of FHN's outstanding pre-2022 loans which use a reference rate continue to use LIBOR.
The impacts of this transition began late in 2021 and will continue for several years. Competitive pressures continue to constrain our ability to set terms using an alternative reference rate, and the industry has only modest experience with how these alternative rates behave in a variety of contexts and, therefore, what the risks are to the bank, and to the client, if conditions change after a loan is made. As a result, it is unclear how this transition, and the fully post-LIBOR environment starting in mid-2023, will impact our loan spreads and net interest margin overall.
As a lender, an owner of securities, or a contractual counterparty, our primary exposures to LIBOR are in variable-rate loans and in hedging transactions. As mentioned above, we are not able to determine the impact on us that LIBOR discontinuance will have.
A few instruments issued by us, including certain series of preferred stock and certain trust preferred obligations, have floating rate terms based on LIBOR, or have fixed rates that later will convert to floating rate terms based on LIBOR. We have risk that an adverse outcome of the LIBOR transition after the scheduled discontinuation could increase our interest, dividend, and other costs relative to those instruments. We may not be able to refinance those instruments on terms that reduce those costs to the level we would have expected if LIBOR were to continue indefinitely, unchanged.
The transition from LIBOR may impact our ability to use hedge accounting, which could impact us as a lender, a securities owner, a counterparty, or an issuer. Accounting and tax agencies have issued guidance that may ease the transition, or at least clarify the outcomes in various situations.
Additional information concerning the risks associated with LIBOR discontinuance and our management of them, all of which is incorporated into this Item 1A by this reference, appears under the caption LIBOR and Reference Rate Reform within the Market Uncertainties and Prospective Trends section of our 2021 MD&A (Item 7), which begins on page 99.



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ITEM 1A. RISK FACTORS
Asset Inventories & Market Risks
The trading securities inventories and loans held for sale in our fixed income business are subject to market and credit risks. In the course of that business we hold trading securities inventory and loan positions for purposes of distribution to clients, and we are exposed to certain market risks attributable principally to interest rate risk and credit risk associated with those assets. We manage the risks of holding inventories of securities and loans through certain market risk management policies and procedures, including, for example, hedging activities and Value-at-Risk (“VaR”) limits, trading policies, modeling, and stress analyses. Average fixed income trading securities (long positions) were $1.2 billion for 2023 and $1.4 billion for 2021, 2020, and 2019.2022. Average fixed income trading liabilities (short positions) were $540 million, $457$301 million and $503$480 million for 2021, 2020,2023 and 2019,2022, respectively. Average loans held for sale in our fixed income business were $563 million, $554$552 million and $485$693 million for 2021, 2020,2023 and 2019.2022, respectively. Additional information concerning these risks and our management of them, all of which is incorporated into this Item 1A by this reference, appears under the caption Market Risk Management beginning on page 9182 of our 20212023 MD&A (Item 7).
Declines, disruptions, or precipitous changes in markets or market prices can adversely affect our fees and other income sources. We earn fees and other income related to our brokerage business and our management of assets for clients. Declines, disruptions, or precipitous changes in markets or market prices can adversely affect those revenue sources.
Significant changes to the securities market’s performance can have a material impact upon our assets, liabilities, and financial results. We have a number of assets and obligations that are linked, directly or indirectly, to major securities markets. Significant changes in market performance can have a material impact upon our assets, liabilities, and financial results.
An example of that linkage is our obligation to fund our pension plan so that it may satisfy benefit claims in the future. Our pension funding obligations generally depend upon actuarial estimates of benefits claims, the discount rate used to estimate the present values of those claims, and estimates of plan asset values. Our obligations to fund the plan can be affected by changes in any of those three factors. Accordingly, our obligations diminish if the plan’s investments perform better than expectations or if
estimates are changed anticipating better performance, and can grow if those investments perform poorly or if expectations worsen. A rise in interest rates is likely to negatively impact the values of fixed income assets held in the plan, but would also result in an increase in the discount rate used to measure the present value of future benefit payments. Similarly, our obligations can be impacted by changes in mortality tables or other actuarial inputs. We manage the risk of rate changes by investing plan assets in fixed income securities having maturities aligned with the expected timing of payouts. Because there are no new participants, the actuarial-input risk should slowly diminish over time.
Changes in our funding obligation generally translate into positive or negative changes in our pension expense over time, which in turn affects our financial performance. Our obligations and expenses relative to the plan can be affected by many other things, including changes in our participating associate population and changes to the plan itself. Although we have taken actions intended to moderate future volatility in this area, risk of some level of volatility is unavoidable.
Our hedging activities may be ineffective, may not adequately hedge our risks, and are subject to credit risk. In the normal course of our businesses we attempt to create partial or full economic hedges of various, though not all, financial risks. For example: our fixed income unit manages interest rate risk on a portion of its trading portfolio with short positions, futures, and options contracts; we hedge the risk of interest rate movements related to the gap between the time we originate mortgage loans and the time we sell them; and we use derivatives, including swaps, swaptions, caps, forward contracts, options, and collars, that are designed to moderate the impact on earnings as interest rates change. Generally, in the last example these hedged items include certain term borrowings and certain held-to-maturity loans.
Hedging creates certain risks for us, including the risk that the other party to the hedge transaction will fail to perform (counterparty risk, which is a type of credit risk), and the risk that the hedge will not fully protect us from loss as intended (hedge failure risk). Unexpected counterparty failure or hedge failure could have a significant adverse effect on our liquidity and earnings.
Mortgage Business Risks
ThreeTwo of our mortgage-related businesses—mortgage origination title services, and lending to mortgage companies—are highly sensitive to interest rates and rate cycles. When rates are higher, client activity (and our related income)
related income) tends to be muted. Lower rates tend to foster higher activity. The U.S. has experienced extremely low interest rates for several years. Lateyears, ending in 2021, and continuingearly 2022. Rising rates in 2022 the Federal Reserve has indicated itssubstantially curtailed our income from these businesses.


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intentionFor example, by late 2022 consumer mortgage refinancings fell to start normalizing (raising) interest rates.extremely low levels. These impacts largely continued throughout 2023. Although the prospect of rate increases might result in higher client activity for a brief time, and although the increases being publicly discussed early in 2022 would leave rates still very low by historical norms, we expect that risinglower mortgage rates in 2022the future, if and possibly laterwhen they occur, should moderate these impacts, it is very unlikely that the low rate environment of 2020-21 will curtail our income from these businesses. That reduction in business could be significant and fairly sudden.return. Additional information concerning rates and their impacts upon us is presented: under the caption Cyclicality within the Other Business Information section of Item 1, which starts on page 1816; in Risks Associated with Monetary Events beginning on page 3834; in Interest Rate and Yield Curve Risks beginning on page 4844; and under the caption Inflation, Recession, and Federal Reserve Policy in Transitionwithin the Market Uncertainties and Prospective Trends section of our 20212023 MD&A (Item 7), beginning on page 9992.
We have contractual risks from our mortgage business. Our traditional mortgage business primarily consists of helping clients obtain home mortgages which we sell, rather than hold, or which qualify for a government-guarantee program. The mortgage terms conform to the requirements of the mortgage buyers or government agencies, and we make representations to those buyers or agencies concerning conformity of each mortgage at origination. Although the buyers and agencies generally
take the risk that a mortgage defaults, we retain the risk that our representations were materially incorrect. In such a case, the buyer or agency generally has the power to force us to take the loan back for its face value, or to make the buyer or agency whole for its loss.
Some government mortgage programs could impose penalties on us for misrepresentations at the time of obtaining benefits under the program. Penalties can be severe, up to three times the agency’s loss. As a result, mortgage origination processes need to emphasize being thorough and correct, in compliance with all agency standards. Those processes tend to slow the mortgage lending process for clients, and increase the complexity of the paperwork.
The mortgage servicing business creates regulatory risks. Servicing requires continual interaction with consumer clients. Federal, state, and sometimes local laws regulate when and how we interact with consumer clients. The requirements can be complex and difficult for us to administer, especially if a client is havingexperiences difficulty with the mortgage loan. Failure to follow the applicable rules can result in significant penalties or other loss for us.
The mortgage servicing business creates financial reporting valuation risks. Our contractual right to service a loan generally is viewed as an asset for financial reporting purposes. Servicing rights are initially recognized at fair value, which affects the gains recognized upon sale of the related loans. Thereafter, servicing rights are amortized and reviewed for impairment. The valuations of servicing rights are dependent upon a number of inputs and assumptions that require management judgment. If our servicing rights become large in relation to our overall size, especially in volatile times, the impact of valuation changes can be significant and difficult to predict.
Pre-2009 Mortgage Business Risks
We have risks from the mortgage-related businesses that legacy First Horizon exited in 2008, including mortgage loan repurchase and loss-reimbursement risk, claims of improper foreclosure practices, and claims of non-compliance with contractual and regulatory requirements. In 2008 we exited our national mortgage and related lending businesses. We retain the risk of liability to clients and contractual parties with whom we dealt in the course of operating those businesses.
Additional information concerning risks related to our former mortgage businesses and our management of
them, all of which is incorporated into this Item 1A by this reference, is set forth: under the captions Repurchase Obligations beginning on page 9891, and Contingent Liabilities beginning on page 10398, of our 20212023 MD&A (Item 7); and under the captions Exposures from pre-2009 Mortgage Business and Mortgage Loan Repurchase and Foreclosure Liability, both within Note 17—16—Contingencies and Other Disclosures of our 20212023 Financial Statements (Item 8), which Note begins on page 168162.
Accounting & Tax Risks
The preparation of our consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make significant estimates that affect the financial statements. The estimate that is consistently one of our most critical is the level of the allowance for credit losses. However, other estimates can be highly significant at discrete times or
during periods of varying length, for example the valuation (or impairment) of our deferred tax assets. Estimates are made at specific points in time. As actual events unfold, estimates are adjusted accordingly. Due to the inherentinherently uncertain nature of these estimates, it is possible that, at some time in the future, we may significantly increase the allowance for credit losses and/or sustain credit losses


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ITEM 1A. RISK FACTORS
that are significantly higher than the provided allowance, or we may recognize a significant
provision for impairment of assets, or we may make some other adjustment that will differ materially from the estimates that we make today. Moreover, in some cases, especially concerning litigation and other contingency matters where critical information is inadequate, often we are unable to make estimates until fairly late in a lengthy process.
A significant merger or acquisition requires us to make many estimates, including the fair values of acquired assets and liabilities. With larger transactions, fair value and other estimations can take up to four quarters to finalize. These estimates, and their revisions, can have a substantial effect on the presentation of our financial condition and operating results after the transaction closes. In addition, the excess of the value “paid” by us in


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ITEM 1A. RISK FACTORS
the merger or acquisition over the fair value of the assets acquired, net of liabilities assumed, is recorded as goodwill. Goodwill is subject to periodic impairment assessment, a process that can result in impairment expense which may be significant and sudden.
Changes in accounting rules can significantly affect how we record and report assets, liabilities, revenues, expenses, and earnings. Although such changes generally affect all companies in a given industry, in practice changes sometimes have a disparate impact due to differences in the circumstances or business operations of companies within the same industry.
One such accounting change, ASU 2016-13, “Measurement of Credit Losses on Financial Instruments,” substantially revisedimpacts the measurement and recognition of credit losses for certain assets, including most loans, in a manner that substantially changed when and how we recognize loan loss. ASU 2016-13 was effective for us on January 1, 2020.loans. Under ASU 2016-13, when we make or acquire a new loan, we are required to recognize immediately the “current expected credit loss,” or “CECL,” of that loan. We will also re-evaluate CECL each quarter that the loan is outstanding. CECL is the difference between our cost and the net amount we expect to collect over the life of the loan using certain estimation methods that incorporate macroeconomic forecasts and our experience with other, similar loans. In contrast, the pre-2020 accounting standard delayed recognition until loss was “probable” (very likely). We adopted ASU 2016-13 and CECL accounting starting in 2020, with the impact on regulatory capital having a phase-in period. Starting in
2020, recognition of estimated credit loss was significantly accelerated compared to pre-CECL practice, which was aggravated by the actual and projected effects of the pandemic. That acceleration could happen again, especially if a recession occurs or is expected to occur. Additional information concerning ASU 2016-13 appears in Note 1—Significant Accounting Policies within our 20212023 Financial Statements (Item 8) beginning on page 122115, and in Item 1 under the caption CECL Accounting and COVID-19 within the section entitled Significant Business Developments
Over Past Five Years, which begins on page 1210, all of which information is incorporated into this Item 1A by reference.
In comparison with former (pre-2020) standards, CECL accounting likely will continuetends to: result in a significant increase in our provision for credit losses (expense) and allowance (reserve) during any period of loan growth, including organic growth and growth created by acquisition or merger; through the increased provision, adversely impact our earnings and, correspondingly, our regulatory capital levels; and enhance volatility in loan loss provision and allowance levels from quarter to quarter and year to year, especially during times when the economy is in transition or experiencing significant volatility. Moreover, once fully phased in, CECL creates an incentive for banks to reduce new lending in the “down” part of the economic cycle in order to reduce loss recognition and conserve regulatory capital. That perverse incentive could, nationwide, prolong a down cycle in the economy and delay a recovery.
Changes in regulatory rules can create significant accounting impacts for us. Because we operate in a regulated industry, we prepare regulatory financial reports based on regulatory accounting standards. Changes in those standards can have significant impacts upon us in terms of regulatory compliance. In addition, such changes can impact our ordinary financial reporting, and uncertainties related to regulatory changes can create uncertainties in our financial reporting.
Our controls and procedures may fail or be circumvented. Internal controls, disclosure controls and procedures, and corporate governance policies and procedures (“controls and procedures”) must be effective in order to provide assurance that financial reports are materially accurate. A failure or circumvention of our controls and procedures or failure to comply with regulations related to controls and procedures could have a material adverse effect on our business, financial condition and results of operations.
Share Owning & Governance Risks
The principal source of cash flow to pay dividends on our stock, as well as service our debt, is dividends and distributions from the Bank, and the Bank may become unable to pay dividends to us without regulatory approval. First Horizon Corporation primarily depends
upon common dividends from the Bank for cash to fund dividends we pay to our common and preferred shareholders, and to service our outstanding debt. Regulatory constraints might constrain or prevent the Bank from declaring and paying dividends to us in 2022


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ITEM 1A. RISK FACTORS
future years without regulatory approval. Applying the dividend restrictions imposed under applicable federal and state rules, the Bank’s total amount available for dividends,
without obtaining regulatory approval, was $1.1$1.2 billion at January 1, 2022.2024.
Also, we are required to provide financial support to the Bank. Accordingly, at any given time a portion of our funds may need to be used for that purpose and therefore would be unavailable for dividends.
Furthermore, the Federal Reserve has issued policy statements generally requiring insured banks and bank holding companies only to pay dividends out of current operating earnings. The Federal Reserve has released a supervisory letter advising bank holding companies, among other things, that as a general matter a bank holding company should inform the Federal Reserve and


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should eliminate, defer or significantly reduce its dividends if (i) the bank holding company’s net income available to shareholders for the past four quarters, net of dividends previously paid during that period, is not sufficient to fully fund the dividends; (ii) the bank holding company’s prospective rate of earnings is not consistent with the bank holding company’s capital needs and overall current and prospective financial condition; or (iii) the bank holding company will not meet, or is in danger of not meeting, its minimum regulatory capital adequacy ratios.
Our shareholders may suffer dilution if we raise capital through public or private equity financings to fund our operations, to increase our capital, or to expand. If we raise funds by issuing equity securities or instruments that are convertible into equity securities, the percentage ownership of our current common shareholders will be reduced, the new equity securities may have rights and preferences superior to those of our common or outstanding preferred stock, and additional issuances could be at a sales price which is dilutive to current shareholders. We may also issue equity securities directly as consideration for acquisitions we may make that would be dilutive to shareholders in terms of voting power and share-of-ownership, and could be dilutive financially or economically.
The IBKC merger, for example, resulted in a significant increase in our outstanding shares. In 2020, we issued to former IBKC shareholders common shares representing about 44% of our post-closing outstanding shares.
Our issuance of ordinary preferred stock raises regulatory capital without issuing or diluting common shares, but creates or expands our general obligation to pay all preferred dividends ahead of any common dividends. Currently we have six series of preferred stock outstanding, one issued by the Bank and five by First Horizon Corporation. Subject to capital needs and market conditions, additional series may be issued in the future.
Provisions of Tennessee law, and certain provisions of our charter and bylaws, could make it more difficult for a third party to acquire control of us or could have the effect of discouraging a third party from attempting to acquire control of us. These provisions could make it more difficult for a third party to acquire us even if an acquisition might be at a price attractive to many of our shareholders. In addition, federal banking laws prohibit non-financial-industry companies from owning a bank, and require regulatory approval of any change in control of a bank.
Certain legal rights of holders of our common stock and of depositary shares related to our preferred stock to pursue claims against us or the depositary, as applicable, are limited by our bylaws and by the terms of the deposit agreements. Our bylaws provide that, unless we consent in writing to an alternative forum, a state or federal court located within Shelby County in the State of Tennessee will be the sole and exclusive forum for (i) any derivative action or proceeding brought in our right or name, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other associate of ours to us or our shareholders, (iii) any action asserting a claim against us or any director, officer or other associate of ours arising pursuant to any provision of the Tennessee Business Corporation Act, of our charter or bylaws or (iv) any action asserting a claim against us or any director, officer or other associate of ours that is governed by the internal affairs doctrine. In addition, each deposit agreement between us and the depositary, which governgoverns the rights of the depositary shares related to our Series B, C, and D preferred stock provide(respectively), provides that any action or proceeding arising out of or relating in any way to the deposit agreement may only be brought in a state court located in the State of New York or in the United States District Court for the Southern District of New York.
The foregoing exclusive forum clauses may have the effect of discouraging lawsuits against us or our directors, officers or other associates, or against the depositary, as applicable. Exclusive forum clauses may also lead to increased costs to bring a claim, or may limit the ability of holders of our common stock or depositary shares to bring a claim in a judicial forum they find favorable.
In addition, the exclusive forum clauses in our bylaws and deposit agreementagreements could apply to actions or proceedings that may arise under the federal securities laws, depending on the nature of the claim alleged. To the extent these exclusive forum clauses restrict the courts in which holders of our common stock or depositary shares may bring claims arising under the federal securities laws, there is uncertainty as to whether a court would enforce such provisions. These exclusive forum provisions do not mean that holders of our common stock or depositary shares have waived our obligations to comply with the federal securities laws and the rules and regulations thereunder.


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ITEM 1B. UNRESOLVED STAFF COMMENTS ANDTHRU ITEM 2. PROPERTIES4. MINE SAFETY DISCLOSURES
Item 1B.    Unresolved Staff Comments
Not applicable.

Item 1C.    Cybersecurity
The Cybersecurity Risk Management section within our 2023 MD&A (Item 7), beginning on page 86 of this report, is incorporated herein by reference.

Item 2.    Properties
We own or lease no single physical property that we consider to be materially important to our financial condition or results from operations.
Our banking centers, our fixed income and capital markets offices, our title services offices, our wealth management offices, and our loan origination, processing, and other physical offices, in the aggregate, remain important to our ability to deliver financial services to a large portion of our clients. For many years, banking center usage by clients has slowly declined, and for many years we have consolidated banking center locations in response to changing utilization patterns. We expect that long-term trend to continue. Information concerning our business locations, including banking center and other client-facing facilities, at year-end 20212023 is provided under the caption Principal Businesses, Brands, & Locations within the Our Businesses
section of Item 1 of this report, which begins on page 96; that information is incorporated into this Item 2 by this reference.
In addition to the banking centers and other offices mentioned in Item 1, we own or lease other offices and office buildings, such as our headquarters building at 165 Madison Avenue in downtown Memphis, Tennessee. Although some of these other offices contain banking centers or other client-facing offices, primarily they are used for operational and administrative functions. Our operational and administrative offices are located in several cities where we have banking centers.
At December 31, 2021,2023, we believe our physical properties are suitable and adequate for the businesses we conduct.


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ITEM 3. LEGAL PROCEEDINGS AND ITEM 4. MINE SAFETY DISCLOSURES

Item 3.    Legal Proceedings
The Contingencies section from Note 17-Contingencies16—Contingencies and Other Disclosures, beginning on page 168162 of this report within our 20212023 Financial Statements (Item 8), is incorporated herein by reference.




Item 4.    Mine Safety Disclosures
Not applicable.



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SUPPLEMENTAL PART I INFORMATION
Supplemental Part I Information
Executive Officers of the Registrant
The following is a list of our executive officers, as defined by Securities and Exchange Commission rules, along with certain supplemental information, all presented as of February 20, 2022.2024. The executive officers generally are elected at the April meeting of our Board of Directors
(following the annual meeting of shareholders) for a term of one year and until their successors are elected and qualified.
Mr. Jordan has an Employment Agreement with us. Under it, Mr. Jordan will continue to be employed as President and Chief Executive Officer for a term expiring August 3, 2028. Mr. Jordan’s employment will terminate when that term expires unless the parties mutually agree later to extend the term. Our mandatory retirement policy is waived during the Employment Agreement's term.

Name & AgeCurrent (Year First Elected to Office) and Recent Offices & Positions
Terry L. Akins
Age: 5860
Senior Executive Vice President—Chief Risk Officer of First Horizon & the Bank (2020)
Following the closing of the merger of equals between First Horizon and IBKC, Ms. Akins assumed the role of Senior Executive Vice President—Chief Risk Officer of First Horizon and the Bank. Prior to the merger, she had several roles with IBERIABANK Corporation and IBERIABANK starting in 2002, the most recent of which was Senior Executive Vice President and Chief Risk Officer (2017-2020).
Elizabeth A. Ardoin
Age: 5254
Senior Executive Vice President—Chief Communications Officer of First Horizon & the Bank (2020)
Following the closing of the merger of equals between First Horizon and IBKC, Ms. Ardoin assumed the role of Senior Executive Vice President—Chief Communications Officer of First Horizon and the Bank. Prior to the merger, she had several roles with IBERIABANK Corporation and IBERIABANK starting in 2002, the most recent of which was Senior Executive Vice President and Director of Communications (2002-2020), which included marketing, public relations, human resources, and corporate real estate, and she served as chief of staff to the CEO.
Daryl G. Byrd
Age: 67
Executive Chairman of the Board of First Horizon & the Bank (2020)
Following the closing of the merger of equals between First Horizon and IBKC, Mr. Byrd assumed the role of Executive Chairman of the Board of First Horizon and the Bank. Prior to the merger, he served as President (1999-2020) and Chief Executive Officer (2000-2020) of IBERIABANK Corporation and IBERIABANK. Mr. Byrd's term of office will end July 1, 2022.
Hope Dmuchowski
Age: 4345
Principal Financial Officer
Senior Executive Vice President—Chief Financial Officer of First Horizon & the Bank (2021)
Ms. Dmuchowski was elected to her current position in November 2021. Previously, she was Executive Vice President, Head of Financial Planning and Analysis and Management Reporting for Truist Financial Corp. (Sept.-Nov. 2021); Executive Vice President, Chief Financial Officer Corporate Banking, Commercial Banking and Corporate Groups for Truist (2019-2021); Executive Vice President, Chief Financial Officer Group Director for BB&T Corp. (2017-2019); and Sr. Vice President, Chief Financial and Operations Officer—Enterprise Operations Services for BB&T (2013-2017). Her career with BB&T, a predecessor of Truist, started in 2007.
Jeff L. Fleming
Age: 6062
Principal Accounting Officer
Executive Vice President—Chief Accounting Officer and Corporate Controller of First Horizon & the Bank (2012)
Mr. Fleming assumed the role of Executive Vice President—Chief Accounting Officer and Corporate Controller in 2012. Previously, starting in 1984, he held several positions with us, most recently (before his current role) Executive Vice President—Corporate Controller (2010-2011).
D. Bryan Jordan
Age: 6062
Principal Executive Officer
President and Chief Executive Officer (2008) and Chairman of the Board (2012-2020 and since 2022) of First Horizon & the Bank
Mr. Jordan became President and Chief Executive Officer in 2008. He was Chairman of the Board from 2012 until we closed the merger of equals between First Horizon and IBKC in 2020. He resumed being Chairman in 2022 on the second anniversary of the IBKC merger. From 2007 until 2008 Mr. Jordan was Executive Vice President and Chief Financial Officer of First Horizon and the Bank. From 2000 until 2002 Mr. Jordan was Comptroller, and from 2002 until 2007 Mr. Jordan was Chief Financial Officer, of Regions Financial Corp. During that time he was also an Executive Vice President and a Senior Executive Vice President of Regions.


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2023 FORM 10-K ANNUAL REPORT

SUPPLEMENTAL PART I INFORMATION
Name & AgeCurrent (Year First Elected to Office) and Recent Offices & Positions
Tammy S. LoCascio
Age: 5355
Senior Executive Vice President—Chief Operating Officer of First Horizon & the Bank (2021)
Following the closing of the merger of equals between First Horizon and IBKC in 2020, Ms. LoCascio assumed the role of Senior Executive Vice President—Chief Human Resources Officer of First Horizon and the Bank. Prior to the merger, starting in 2011, she served in several roles with the Bank, most recently Executive Vice President—Consumer Banking (2017-2020). In that role she led the retail, private client/wealth management, mortgage, and small business units.


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2021 FORM 10-K ANNUAL REPORT

SUPPLEMENTAL PART I INFORMATION
Name & AgeCurrent (Year First Elected to Office) and Recent Offices & Positions
David T. Popwell
Age: 6264
President—Specialty Banking of First Horizon & the Bank (2020)
Following the closing of the merger of equals between First Horizon and IBKC, Mr. Popwell assumed the role of President—Specialty Banking of First Horizon and the Bank. Prior to the merger, starting in 2007, he served in several roles, the most recent of which (before his current role) was President—Regional Banking (2013-2020). From 2004 to 2007 Mr. Popwell was President of SunTrust Bank—Memphis, and prior to that was an Executive Vice President of National Commerce Financial Corp.
Anthony J. Restel
Age: 5254
President—Regional Banking of First Horizon & the Bank (2021)
Following the closing of the merger of equals between First Horizon and IBKC in 2020, Mr. Restel assumed the role of Senior Executive Vice President—Chief Operating Officer of First Horizon and the Bank. From July to November 2021, Mr. Restel also acted as interim Chief Financial Officer. Prior to the merger, he had several roles with IBERIABANK Corporation and IBERIABANK starting in 2001, the most recent of which was Vice Chairman and Chief Financial Officer (2005-2020). During his tenure as Chief Financial Officer, Mr. Restel also served as Chief Credit Officer of IBERIABANK (2007-2009).
Susan L. Springfield
Age: 5759
Senior Executive Vice President—Chief Credit Officer of First Horizon & the Bank (2013)
Ms. Springfield assumed the role of Executive Vice President—Chief Credit Officer of First Horizon & the Bank in 2013, with “Senior” added to her title in 2020. Previously, starting in 1998, she served the Bank in several roles, the most recent of which (before her current role) was Executive Vice President—Commercial Banking (2011-2013).

Selected Other Corporate Officers
Clyde A. Billings, Jr.
Senior Vice President, Assistant General Counsel, and Corporate Secretary
Dane P. Smith
Senior Vice President
Corporate Treasurer




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20212023 FORM 10-K ANNUAL REPORT

ITEM 5. MARKET FOR COMMON EQUITY, STOCKHOLDER MATTERS, & EQUITY PURCHASES AND ITEM 6.
PART II


Item 5.    Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market for Our Common Stock; Common Shareholders
Our sole class of common stock, $0.625 par value, is listed and trades on the New York Stock Exchange LLC under the symbol FHN. At December 31, 2021,2023, there were
approximately 9,4268,712 shareholders of record of our common stock.
Sales of Unregistered Common and Preferred Stock
Common Stock. Not applicable.
Preferred Stock. Not applicable.
Repurchases by Us of Our Common Stock
Under authorizations from our Board of Directors, we may repurchase common shares from time to time for general purposes and for our stock option and other compensation plans, subject to market conditions, accumulation of excess equity, prudent capital management, and legal and regulatory restrictions. We evaluate the level of capital and take action designed to generate or use capital as appropriate for the interests of the shareholders.
Additional information concerning repurchase activity during the final three months of 20212023 is presented in Tables 7.22a7.20a and 7.22b,7.20b, and the surrounding notes and other text under the caption Common Stock Purchase Programs beginning on page 8979 of our 20212023 MD&A (Item 7), which information is incorporated herein by this reference.

Total Shareholder Return Performance Graph
The “Total Shareholder Return 2016-2021”2018-2023” performance graph appearing on the next page, along with Table 5.1, is “furnished” and not “filed” as part of this report, and is not deemed to be soliciting material. Notwithstanding anything to the contrary set forth in this report or in any of our previous filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, that might incorporate future filings by reference, including this report in whole or in part, neither the “Total Shareholder Return 2016-2021”2018-2023” performance graph nor Table 5.1 shall be incorporated by reference into any such filings.
The “Total Shareholder Return 2016-2021” performance2018-2023” performance graph compares the yearly percentage change in our cumulative total shareholder return with returns based on the StandardsStandard and Poor’s 500 and Keefe, Bruyette & Woods (KBW) NasdaqRegional and RegionalNasdaq Bank Indices. The graph assumes $100 is invested on December 31, 20162018 and dividends are reinvested. Returns are market-capitalization weighted.
At year-end 2019 and earlier, First HorizonFHN was included in the KBW Regional Bank Index. At year-end 20212020 and 2020, First Horizonlater, FHN is included in the KBW Nasdaq Bank Index. The change in index resulted from the merger of equals in 2020 between First HorizonFHN and IBERIABANK Corporation.



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20212023 FORM 10-K ANNUAL REPORT

ITEM 5. MARKET FOR COMMON EQUITY, STOCKHOLDER MATTERS, & EQUITY PURCHASES AND ITEM 6.
At year-end 2022, FHN's stock price was significantly boosted by the then-pending acquisition of FHN by TD for an all-cash purchase price of over $25 per FHN share.
After TD was unable to obtain regulatory approval, the TD Transaction was terminated by the parties in May 2023.
Item 5 TSR chart thru FY 2023 w- BKX b.jpg

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Table 5.1
TOTAL SHAREHOLDER RETURN DATA
201620172018201920202021
First Horizon Corporation$100.00 $101.94 $68.98 $89.97 $73.62 $97.64 
2018201820192020202120222023
First Horizon Corporation (FHN)
S&P 500 IndexS&P 500 Index100.00 121.82 116.47 153.13 181.29 233.28 
KBW Regional Bank Index (KRX)
KBW Nasdaq Bank Index (BKX)KBW Nasdaq Bank Index (BKX)100.00 118.59 97.59 132.84 119.15 164.83 
KBW Regional Bank Index (KRX)100.00 101.81 84.00 104.05 95.02 129.84 
Source:Data source: Bloomberg


Item 6.    [reserved][Reserved]




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20212023 FORM 10-K ANNUAL REPORT

ITEM 7. MANAGEMENT'S DISCUSSION & ANALYSIS (MD&A)
Item 7.    Management's Discussion and Analysis of Financial Condition and Results of Operations

TABLE OF ITEM 7 TOPICS



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20212023 FORM 10-K ANNUAL REPORT

ITEM 7. MANAGEMENT'S DISCUSSION & ANALYSIS (MD&A)
Introduction
First Horizon Corporation (NYSE common stock trading symbol “FHN”) is a financial holding company headquartered in Memphis, Tennessee. FHN’s principal subsidiary, and only banking subsidiary, is First Horizon Bank. Through the Bank and other subsidiaries, FHN offers regionalcommercial, private banking, mortgage lending, title insurance, specialized commercial lending, commercial leasingconsumer, small business, wealth and equipment financing,trust management, retail brokerage, wealth management, capital markets, fixed income, and other financial services to commercial, consumer, and governmental clients throughout the U.S. mortgage banking services.
At December 31, 2021,2023, FHN had over 500450 business locations in 2224 states, including over 400 banking centers
banking centers in 12 states, and employed more than 7,500approximately 7,300 associates.

The following discussion and analysis is intended to assist readers in understanding the consolidated financial condition and results of operations of FHN. ItThis MD&A should be read in conjunction with the accompanying audited Consolidated Financial Statements and accompanying Notes to the Consolidated Financial Statements in Part II, Item 8 of this Form 10-K, as well as with the other information contained in this report.
Executive Overview
Merger Agreement with Toronto-Dominion BankSignificant Events and Transactions
TD Merger Termination
On February 27, 2022, FHN entered into an Agreement and Plan of Merger (the “TDTD Merger Agreement”)Agreement) with The Toronto-Dominion Bank, a Canadian chartered bank (“TD”), TD Bank US Holding Company, a Delaware corporation and indirect, wholly owned subsidiary of TD (“TD-US”)(TD), and Falcon Holdings Acquisition Co.,certain TD subsidiaries. On May 4, 2023, FHN and TD mutually terminated the TD Merger Agreement. Under the terms of the termination agreement, TD made a Delaware corporation and wholly owned subsidiary of TD-US (“Merger Sub”).
Pursuant$200 million cash payment to FHN, in addition to the $25 million fee reimbursement due to FHN pursuant to the TD Merger Agreement,Agreement. Of the $200 million cash payment, FHN and Merger Sub will merge (the “First Holding Company Merger”), with FHN continuing as the surviving entity in the merger. Followingcontributed $50 million to the First Holding Company Merger, atHorizon Foundation.
FDIC Special Assessment
In November 2023, the election of TD, FHN and TD-US will merge (the “Second Holding Company Merger” and, together withFDIC approved a final rule to implement a special assessment on banks to replenish the First Holding Company Merger, the “Holding Company Mergers”), with TD-US continuing as the surviving entity in the merger.
Upon the terms and subject to the conditions set forth in the TD Merger Agreement, each share of FHN common stock, par value $0.625 per share, (“Company Common Stock”), issued and outstanding immediately prior to the effective time of the First Holding Company Merger (the “First Effective Time”) will be converted into the right to receive $25.00 (USD) per share in cash, without interest. If the transaction does not close on or before November 27, 2022, shareholders will receive an additional $0.65 per share of Company Common Stock on an annualized basis (or approximately 5.4 cents per month) for the period from November 27, 2022 through the day immediately prior to the closing. Each outstanding share of FHN’s preferred stock, series B, C, D, E and F, will remain issued outstandingdeposit insurance fund in connection with the First Holding Companythree large bank failures in 2023. The special assessment will be 13.4 basis points per year imposed on certain deposits over eight quarters, starting with the first quarterly assessment period of 2024. FHN recognized an estimated expense of $68 million for the entire assessment in the fourth quarter of 2023.
2023 Financial Performance Summary
FHN reported net income available to common shareholders of $865 million, or $1.54 per diluted share, compared to net income of $868 million, or $1.53 per diluted share in 2022.
Net interest income of $2.5 billion increased $148 million from 2022 largely driven by higher earning asset yields and loan growth, partially offset by higher funding costs. The net interest margin increased 32 basis points to 3.42% compared to 3.10% in 2022.
Provision for credit losses increased to $260 million compared to of $95 million in 2022, largely driven by loan growth, an uncertain macroeconomic outlook, and modest grade migration. Net charge-offs were $170 million compared to $59 million in 2022, largely reflecting the impact of an idiosyncratic credit loss on a single relationship.
Noninterest income of $927 million increased $112 million from 2022, largely driven by the gain on merger termination partially offset by lower fixed income and mortgage banking and title income.
Merger. If TD electsNoninterest expense of $2.1 billion increased $126 million from 2022, largely attributable to effect the Second Holding Company Merger, atFDIC special assessment and the effective time of the Second Holding Company Merger, each outstanding share of FHN’s preferred stock will be converted into a share of a newly created, corresponding series of TD-US having terms as described in the Merger Agreement.
Following the completion ofcontribution to the First Holding Company Merger,Horizon Foundation discussed above.
Period-end loans and leases of $61.3 billion increased $3.2 billion from December 31, 2022 reflecting commercial loan growth of $1.8 billion, or 4%, and consumer loan growth of $1.4 billion, or 10%.
Period-end deposits of $65.8 billion increased $2.3 billion, or 4%, from December 31, 2022 driven by an $8.6 billion increase in interest-bearing deposits offset by a $6.3 billion decrease in noninterest-bearing deposits.
Tier 1 risk-based capital and total risk-based capital ratios at such time as determined by TD, First Horizon BankDecember 31, 2023 were 12.42% and TD Bank, N.A.13.96%, a national banking association (“TDBNA”) will merge, with TDBNA surviving as a subsidiary of TD-US (the “Bank Merger”respectively, compared to 11.92% and together with the Holding Company Mergers, the “Proposed TD Merger”).13.33% at December 31, 2022. The CET1 ratio was 11.40% at December 31, 2023 compared to 10.17% at December 31, 2022.
In connection with the execution of the TD Merger Agreement, TD has agreed to purchase from FHN shares of non-voting Perpetual Convertible Preferred Stock, Series G, a new series of preferred stock of FHN (the “Series G Convertible Preferred Stock”) in a private placement transaction having an aggregate liquidation preference and purchase price of approximately $493.5 million, pursuant to a securities purchase agreement between FHN and TD entered into concurrently with the execution and delivery of the TD Merger Agreement. The Series G Convertible Preferred Stock is convertible into up to 4.9% of the outstanding shares of Company Common Stock in certain circumstances, including the closing of the Proposed TD Merger.
Refer to 2022 Merger Agreement with Toronto-Dominion Bank in Item 1, beginning on page 15, for additional information.
IBKC Merger of Equals
On July 1, 2020, FHN completed its merger of equals with IBERIABANK Corporation. FHN's financial results for 2021 reflect the first full calendar year of operations for the
combined Company. Results for 2020 reflect legacy FHN results prior to the completion of the merger and results from both FHN and IBKC from the merger closing date



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20212023 FORM 10-K ANNUAL REPORT

ITEM 7. MANAGEMENT'S DISCUSSION & ANALYSIS (MD&A)
forward. FHN expects to achieve its targeted $200 million of pre-tax annualized merger cost saves by the fourth quarter of 2022.
Banking Center Optimization
Banking clients’ utilization of digital capabilities to transact and purchase products and services has been on the rise, and the impact of the COVID-19 pandemic has accelerated this trend. In connection with the IBKC merger and the related impact of the pandemic, FHN conducted a comprehensive analysis of its enterprise-wide digital
platforms and its banking center network. As a result, FHN determined that it was prudent to accelerate banking center closures in certain markets, resulting in the closure of 65 banking centers in 2021 and 10 banking centers in first quarter 2022.
2021 Financial Performance Summary
FHN reported net income available to common shareholders of $962 million, or $1.74 per diluted share, compared to net income of $822 million, or $1.89 per diluted share in 2020 which included a $533 million benefit, or $1.23 per diluted share, tied to an IBKC merger net purchase accounting gain.
Net interest income of $2.0 billion increased $332 million from 2020 driven by an increase in average interest-earning assets as a result of the IBKC merger. Results also reflect the benefit of lower deposit costs, which helped to partially offset the impact of lower interest rates on earning assets.
The provision for credit losses was a benefit of $310 million compared to an expense of $503 million in 2020, largely reflecting continued improvement in the overall macroeconomic outlook, positive credit grade migration, and lower loan balances. The provision expense for 2020 was impacted by the adoption of CECL, deterioration in the overall macroeconomic outlook attributable to the COVID-19 pandemic and additional provision related to acquired non-PCD loans.
Noninterest income of $1.1 billion decreased $416 million from 2020, largely driven by the $533 million purchase accounting gain from the IBKC merger in 2020. Results also reflect higher fee income from the full-year impact of the IBKC merger.
Noninterest expense of $2.1 billion increased $378 million from 2020 driven by the impact of the IBKC merger.
FHN continued to maintain strong capital measures in 2021. The Tier 1 risk-based capital and total risk-based capital ratios at December 31, 2021 were 11.04% and 12.34%, respectively, compared to 10.74% and 12.57% at December 31, 2020. The CET1 ratio was 9.92% at December 31, 2021 compared to 9.68% at December 31, 2020.



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2021 FORM 10-K ANNUAL REPORT

ITEM 7. MANAGEMENT'S DISCUSSION & ANALYSIS (MD&A)

Table 7.1
KEY PERFORMANCE INDICATORS
For the years ended December 31,
For the years ended December 31,
For the years ended December 31,
For the years ended December 31,
(Dollars in millions, except per share data)
(Dollars in millions, except per share data)
(Dollars in millions, except per share data)(Dollars in millions, except per share data)202120202019
Pre-provision net revenue (a)Pre-provision net revenue (a)$974 $1,436 $631 
Pre-provision net revenue (a)
Pre-provision net revenue (a)
Diluted earnings per common share
Diluted earnings per common share
Diluted earnings per common shareDiluted earnings per common share$1.74 $1.89 $1.38 
Return on average assets (b)Return on average assets (b)1.15 %1.33 %1.08 %
Return on average assets (b)
Return on average assets (b)
Return on average common equity (c)
Return on average common equity (c)
Return on average common equity (c)Return on average common equity (c)12.53 %13.66 %9.60 %
Return on average tangible common equity (a) (d)Return on average tangible common equity (a) (d)16.46 %19.03 %14.71 %
Return on average tangible common equity (a) (d)
Return on average tangible common equity (a) (d)
Net interest margin (e)
Net interest margin (e)
Net interest margin (e)Net interest margin (e)2.48 %2.86 %3.28 %
Noninterest income to total revenue (f)Noninterest income to total revenue (f)34.77 %47.41 %35.08 %
Noninterest income to total revenue (f)
Noninterest income to total revenue (f)
Efficiency ratio (g)
Efficiency ratio (g)
Efficiency ratio (g)Efficiency ratio (g)68.56 %54.37 %66.15 %
Allowance for loan and lease losses to total loans and leasesAllowance for loan and lease losses to total loans and leases1.22 %1.65 %0.64 %
Allowance for loan and lease losses to total loans and leases
Allowance for loan and lease losses to total loans and leases
Net charge-offs (recoveries) to average loans and leases
Net charge-offs (recoveries) to average loans and leases
Net charge-offs (recoveries) to average loans and leasesNet charge-offs (recoveries) to average loans and leases %0.26 %0.09 %
Total period-end equity to period-end assetsTotal period-end equity to period-end assets9.53 %9.86 %11.72 %
Total period-end equity to period-end assets
Total period-end equity to period-end assets
Tangible common equity to tangible assets (a)
Tangible common equity to tangible assets (a)
Tangible common equity to tangible assets (a)Tangible common equity to tangible assets (a)6.73 %6.89 %7.48 %
Cash dividends declared per common shareCash dividends declared per common share$0.60 $0.60 $0.56 
Cash dividends declared per common share
Cash dividends declared per common share
Book value per common share
Book value per common share
Book value per common shareBook value per common share$14.39 $13.59 $15.04 
Tangible book value per common share (a)Tangible book value per common share (a)$11.00 $10.23 $10.02 
Tangible book value per common share (a)
Tangible book value per common share (a)
Common equity Tier 1
Common equity Tier 1
Common equity Tier 1Common equity Tier 19.92 %9.68 %9.20 %
Market capitalizationMarket capitalization$8,713 $7,082 $5,158 
Market capitalization
Market capitalization
(a)Represents a non-GAAP measure which is reconciled in the non-GAAP to GAAP reconciliation in Table 7.30.7.28.
(b)Calculated using net income divided by average assets.
(c)Calculated using net income available to common shareholders divided by average common equity.
(d)Calculated using net income available to common shareholders divided by average tangible common equity.
(e)Net interest margin is computed using total net interest income adjusted to an FTE basis assuming a statutory federal income tax rate of 21% and, where applicable, state income taxes.
(f)Ratio is noninterest income excluding securities gains (losses) to total revenue excluding securities gains (losses).
(g)Ratio is noninterest expense to total revenue excluding securities gains (losses).
Results of Operations—20212023 compared to 20202022
Net Interest Income
Net interest income is FHN's largest source of revenue and is the difference between the interest earned on interest-earning assets (generally loans, leases and investment securities) and the interest expense incurred in connection with interest-bearing liabilities (generally deposits and borrowed funds). The level of net interest income is primarily a function of the difference between the effective yield on average interest-earning assets and the effective cost of interest-bearing liabilities. These factors are influenced by the pricing and mix of interest-earning assets and interest-bearing liabilities which, in turn, are impacted by external factors such as local economic conditions, competition for loans and deposits, the monetary policy of the FRB and market interest rates.
Net interest income of $2.0$2.5 billion in 20212023 increased 20%$148 million, or 6%, from 20202022. The increase was largely driven by the impact of the IBKC merger. Results also reflect the benefit of lower deposit costs
which helped to partially offset the impact of lower interest-earninghigher earning asset yields and spreads.loan growth partially offset by higher funding costs.
FHN's net interest margin decreased 38increased 32 basis points from 2020 to 2.48%3.42% in 2021 and2023 compared to 2022 while the net interest spread decreased 3241 basis points to 2.36%2.44% over the same period. NetThe net interest margin and net interest spread were unfavorablywas favorably impacted by a 58203 basis point decreaseincrease in earning asset yields, largely reflecting the impact of lowerhigher interest rates and higherlower levels of excess cash. The lower yieldIn addition, the tax-equivalent adjustment was favorably impacted by higher rates on earning assets was partially offset by a 26 basis point decrease in thefloating rate tax-free commercial loans. The cost of interest-bearing liabilities increased 244 basis points largely driven by lowerhigher deposit costs.
Total average earning assets decreased $2.8 billion in 2023 largely from a decrease in interest-bearing deposits with banks partially offset by an increase in loans and leases. Total average interest-bearing liabilities increased $4.3 billion driven by increases in short-term borrowings and interest-bearing deposits.
The following table presents the major components of net interest income and net interest margin:





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20212023 FORM 10-K ANNUAL REPORT

ITEM 7. MANAGEMENT'S DISCUSSION & ANALYSIS (MD&A)
Table 7.2
AVERAGE BALANCES, NET INTEREST INCOME AND YIELDS/RATES
(Dollars in millions)(Dollars in millions)202120202019(Dollars in millions)202320222021
Assets:Assets:Average BalanceInterest Income/ExpenseYield/RateAverage BalanceInterest Income/ExpenseYield/RateAverage BalanceInterest Income/ExpenseYield/RateAssets:Average BalanceInterest Income/ExpenseYield/RateAverage BalanceInterest Income/ExpenseYield/RateAverage BalanceInterest Income/ExpenseYield/Rate
Loans and leases:Loans and leases:
Loans and leases:
Loans and leases:
Commercial loans and leases
Commercial loans and leases
Commercial loans and leases Commercial loans and leases$44,325 $1,498 3.38 %$36,146 $1,324 3.66 %$22,385 $1,091 4.87 %$46,175 $$2,958 6.41 6.41 %$43,691 $$1,823 4.18 4.18 %$44,325 $$1,498 3.38 3.38 %
Consumer loans Consumer loans11,973 469 3.92 10,037 407 4.05 6,804 311 4.57 
Total loans and leasesTotal loans and leases56,298 1,967 3.49 46,183 1,731 3.75 29,189 1,402 4.80 
Loans held for saleLoans held for sale956 33 3.44 835 30 3.60 578 31 5.39 
Investment securitiesInvestment securities8,623 123 1.43 6,464 106 1.64 4,510 121 2.69 
Investment securities
Investment securities
Trading securitiesTrading securities1,366 30 2.17 1,433 35 2.44 1,415 47 3.33 
Federal funds sold
Federal funds sold
Federal funds soldFederal funds sold37  0.15 42 — 0.21 48 2.63 
Securities purchased under agreements to resell (a)Securities purchased under agreements to resell (a)584  (0.09)505 0.45 555 11 1.96 
Interest-bearing deposits with banksInterest-bearing deposits with banks13,123 17 0.13 3,006 0.14 871 20 2.18 
Total earning assets / Total interest incomeTotal earning assets / Total interest income$80,987 $2,170 2.68 %$58,468 $1,909 3.26 %$37,166 $1,633 4.39 %
Total earning assets / Total interest income
Total earning assets / Total interest income$74,807 $4,116 5.50 %$77,635 $2,696 3.47 %$80,987 $2,170 2.68 %
Cash and due from banksCash and due from banks1,261 852 602 
Cash and due from banks
Cash and due from banks
Goodwill and other intangible assets, net
Goodwill and other intangible assets, net
Goodwill and other intangible assets, netGoodwill and other intangible assets, net1,836 1,696 1,575 
Premises and equipment, netPremises and equipment, net712 604 467 
Premises and equipment, net
Premises and equipment, net
Allowance for loan and lease losses
Allowance for loan and lease losses
Allowance for loan and lease lossesAllowance for loan and lease losses(834)(700)(191)
Other assetsOther assets3,647 3,426 2,125 
Other assets
Other assets
Total assets
Total assets
Total assetsTotal assets$87,609 $64,346 $41,744 
Liabilities and Shareholders' Equity:Liabilities and Shareholders' Equity:
Liabilities and Shareholders' Equity:
Liabilities and Shareholders' Equity:
Interest-bearing deposits:Interest-bearing deposits:
Interest-bearing deposits:
Interest-bearing deposits:
Savings
Savings
Savings Savings$27,283 $36 0.13 %$19,780 $82 0.41 %$11,663 $144 1.24 %$23,547 $$679 2.88 2.88 %$24,292 $$94 0.39 0.39 %$27,283 $$36 0.13 0.13 %
Other interest-bearing deposits Other interest-bearing deposits15,688 20 0.13 11,973 31 0.26 8,345 79 0.94 
Time deposits Time deposits4,281 25 0.57 4,347 39 0.90 4,262 84 1.97 
Total interest-bearing depositsTotal interest-bearing deposits47,252 81 0.17 36,100 152 0.42 24,270 307 1.27 
Federal funds purchasedFederal funds purchased949 1 0.12 862 0.34 738 15 2.08 
Securities sold under agreements to repurchaseSecurities sold under agreements to repurchase1,235 4 0.30 1,109 0.50 701 15 2.07 
Trading liabilitiesTrading liabilities540 6 1.11 457 1.24 503 13 2.48 
Other short-term borrowingsOther short-term borrowings124  0.09 626 0.84 538 11 2.10 
Term borrowingsTerm borrowings1,645 72 4.37 1,578 64 4.02 1,117 53 4.77 
Total interest-bearing liabilities / Total interest expenseTotal interest-bearing liabilities / Total interest expense$51,745 $164 0.32 %$40,732 $236 0.58 %$27,867 $414 1.49 %Total interest-bearing liabilities / Total interest expense$51,041 $$1,560 3.06 3.06 %$46,781 $$291 0.62 0.62 %$51,745 $$164 0.32 0.32 %
Noninterest-bearing depositsNoninterest-bearing deposits25,879 15,779 8,133 
Noninterest-bearing deposits
Noninterest-bearing deposits
Other liabilitiesOther liabilities1,506 1,226 824 
Other liabilities
Other liabilities
Total liabilities
Total liabilities
Total liabilitiesTotal liabilities79,130 57,737 36,824 
Shareholders' equityShareholders' equity8,184 6,314 4,625 
Shareholders' equity
Shareholders' equity
Noncontrolling interest
Noncontrolling interest
Noncontrolling interestNoncontrolling interest295 295 295 
Total shareholders' equityTotal shareholders' equity8,479 6,609 4,920 
Total shareholders' equity
Total shareholders' equity
Total liabilities and shareholders' equityTotal liabilities and shareholders' equity$87,609 $64,346 $41,744 
Total liabilities and shareholders' equity
Total liabilities and shareholders' equity
Net earnings assets / Net interest income (TE) / Net interest spread
Net earnings assets / Net interest income (TE) / Net interest spread
Net earnings assets / Net interest income (TE) / Net interest spreadNet earnings assets / Net interest income (TE) / Net interest spread$29,242 $2,006 2.36 %$17,736 $1,673 2.68 %$9,299 $1,219 2.90 %$23,766 $$2,556 2.44 2.44 %$30,854 $$2,405 2.85 2.85 %$29,242 $$2,006 2.36 2.36 %
Taxable equivalent adjustmentTaxable equivalent adjustment(12)0.12 (11)0.18 (9)0.38 
Net interest income / Net interest margin (b)Net interest income / Net interest margin (b)$1,994 2.48 %$1,662 2.86 %$1,210 3.28 %Net interest income / Net interest margin (b)$2,540 3.42 3.42 %$2,392 3.10 3.10 %$1,994 2.48 2.48 %
(a) Negative yield is driven by negative market rates on reverse repurchase agreements.
(b) Calculated using total net interest income adjusted for FTE assuming a statutory federal income tax rate of 21%, and where applicable, state income taxes.


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ITEM 7. MANAGEMENT'S DISCUSSION & ANALYSIS (MD&A)
The following table presents the change in interest income and interest expense due to changes in both average volume and average rate.

Table 7.3
ANALYSIS OF CHANGES IN NET INTEREST INCOME
2021 Compared to 20202020 Compared to 2019
Increase (Decrease) Due to (a)Increase (Decrease) Due to (a)
2023 Compared to 20222023 Compared to 20222022 Compared to 2021
Increase (Decrease) Due to (a)
Increase (Decrease) Due to (a)
Increase (Decrease) Due to (a)
(Dollars in millions)(Dollars in millions)Rate (b)Volume (b) TotalRate (b)Volume (b) Total(Dollars in millions)
Rate (b)
Volume (b)
 Total
Rate (b)
Volume (b)
 Total
Interest income:Interest income:
Loans and leases$(119)$354 $235 $(361)$689 $328 
Loans and leases (c)
Loans and leases (c)
Loans and leases (c)
Loans held for saleLoans held for sale(1)4 3 (12)11 (1)
Investment securities(15)31 16 (58)42 (16)
Investment securities (c)
Investment securities (c)
Investment securities (c)
Trading securitiesTrading securities(4)(1)(5)(12)— (12)
Other earning assets:Other earning assets:
Federal funds sold
Federal funds sold
Federal funds soldFederal funds sold   (1)— (1)
Securities purchased under agreements to resellSecurities purchased under agreements to resell(3)1 (2)(8)(1)(9)
Interest-bearing deposits with banksInterest-bearing deposits with banks 13 13 (30)15 (15)
Total other earning assetsTotal other earning assets(3)14 11 (39)14 (25)
Total change in interest income - earning assetsTotal change in interest income - earning assets$(142)$402 $260 $(482)$756 $274 
Interest expense:Interest expense:
Interest-bearing deposits:Interest-bearing deposits:
Interest-bearing deposits:
Interest-bearing deposits:
SavingsSavings$(69)$23 $(46)$(129)$66 $(63)
Savings
Savings
Other interest-bearing deposits
Time depositsTime deposits(14) (14)(47)(45)
Other interest-bearing deposits(19)8 (11)(72)25 (47)
Total interest-bearing depositsTotal interest-bearing deposits(102)31 (71)(248)93 (155)
Federal funds purchasedFederal funds purchased(2) (2)(14)(12)
Securities sold under agreements to repurchaseSecurities sold under agreements to repurchase(3) (3)(13)(8)
Trading liabilitiesTrading liabilities(1)1  (6)(1)(7)
Other short-term borrowingsOther short-term borrowings1 (5)(4)(9)(7)
Term borrowingsTerm borrowings5 3 8 (9)20 11 
Total change in interest expense - interest-bearing liabilitiesTotal change in interest expense - interest-bearing liabilities(102)30 (72)(299)121 (178)
Net interest income$(40)$372 $332 $(183)$635 $452 
Net interest income, taxable-equivalent
(a)     The changes in interest due to both rate and volume have been allocated to change due to rate and change due to volume in proportion to the absolute amounts of the changes in each.
(b)    Variances are computed on a line-by-line basis and are non-additive.
(c)    Reflects taxable-equivalent adjustments, using the statutory federal income tax rate of 21%, and where applicable, state income taxes.



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ITEM 7. MANAGEMENT'S DISCUSSION & ANALYSIS (MD&A)
Provision for Credit Losses
Provision for credit losses includes the provision for loan and lease losses and the provision for unfunded lending commitments. The provision for credit losses is the expense necessary to maintain the ALLL and the accrual for unfunded lending commitments at levels appropriate to absorb management’s estimate of credit losses expected over the life of the loan and lease portfolio and the portfolio of unfunded loan commitments.
Provision for credit losses improvedincreased to a provision benefit of $310$260 million in 2021,2023, compared to an expense of$95 million in 2022. The increase in
$503provision during 2023 was reflective of loan growth, macroeconomic uncertainty, and modest grade migration. Net charge-offs were $170 million in 2020,2023 compared to $59 million in 2022. The higher level of net charge-offs in 2023 largely reflecting an improvement in the overall macroeconomic outlook, positive credit grade migration and lower loan balances. The provision in 2020 was driven by the adoption of CECL andreflects the impact of a $72 million idiosyncratic credit loss on a single relationship in the COVID-19 pandemic on loss expectations. Results in 2020 also reflect the impact of the IBKC merger and Truist branch acquisition, including $147 million related to non-PCD loans. third quarter.
For additional information about general asset quality trends refer to the Asset Quality section in this MD&A.
Noninterest Income
The following table presents the significant components of noninterest income for each of the periods presented:
Table 7.4
NONINTEREST INCOME
2021 vs. 20202020 vs. 2019
2023 vs. 20222023 vs. 20222022 vs. 2021
(Dollars in millions)(Dollars in millions)202120202019$ Change% Change$ Change% Change(Dollars in millions)202320222021$ Change% Change$ Change% Change
Noninterest incomeNoninterest income
Deposit transactions and cash management
Deposit transactions and cash management
Deposit transactions and cash management$179 $171 $175 $8 5 %$(4)(2)%
Fixed incomeFixed income$406 $423 $279 $(17)(4)%$144 52 %
Deposit transactions and cash management175 148 132 27 18 %16 12 %
Mortgage banking and title income154 129 10 25 19 %119 NM
Brokerage, management fees and commissionsBrokerage, management fees and commissions88 66 55 22 33 %11 20 %
Card and digital banking feesCard and digital banking fees78 60 49 18 30 %11 22 %
Other service charges and fees
Trust services and investment managementTrust services and investment management51 39 30 12 31 %30 %
Other service charges and fees44 26 21 18 69 %24 %
Mortgage banking and title income
Gain on merger termination
Securities gains (losses), netSecurities gains (losses), net13 (6)— 19 NM(6)(100)%
Purchase accounting gain(1)533 — (534)(100)%533 100 %
Other income
Other income
Other incomeOther income68 74 78 (6)(8)%(4)(5)%
Total noninterest incomeTotal noninterest income$1,076 $1,492 $654 $(416)(28)%$838 128 %Total noninterest income$927 $$815 $$1,076 $$112 14 14 %$(261)(24)(24)%
NM – Not meaningful
Noninterest income totaled $1.1 billionof $927 million increased $112 million from $815 million in 2021 and $1.5 billion in 2020, or 35% and 47% of total revenue, respectively. The decrease in noninterest income in 2021 was driven by a $534 million reduction tied to the purchase accounting gain recorded in 2020 related to the IBKC merger. Results also reflect the benefit of higher fee income2022, largely driven by the full-year impactgain on merger termination partially offset by declines in fixed income and mortgage banking and title income. Noninterest income represented 27% and 25% of the IBKC merger.
total revenue for 2023 and 2022, respectively.
Fixed income revenues are mainly generated from the purchase and sale of fixed income securities as both principal and agent. Other noninterest revenues within this line item consist principally of fees from derivative sales, portfolio advisory services and loan sales. Fixed income fees of $406declined $72 million, decreased $17 million from exceptionally strong levels in 2020.or 35%, for 2023 compared to 2022. Fixed income product revenue decreased $10$62 million, reflecting slightlylargely driven by less favorable market conditions, while revenueconditions. Revenue from other
products decreased $7$10 million, largely driven by lower fees from loan and derivative and loan sales somewhat offset by higherin addition to lower fees from portfolioinvestment advisory services. Fixed income average daily revenue of $1.4 million in 2021 decreased slightly from $1.5 million in 2020.
Deposit transactions and cash management fees of $175 million increased $27 million, or 18%, from 2020, primarily driven by the impact of the IBKC merger and Truist branch acquisition.
Mortgage banking and title income of $154$23 million increased $25decreased $45 million from $129$68 million in 2020 as2022 largely driven by the benefitdivestiture of the IBKC merger was partially offset bytitle services business in
third quarter 2022 and lower origination volume given the impact of higher long-term rates. Results in 2022 also reflected a strategic shift in origination mix toward portfolio loans as well as lower spreads$12 million gain on salessale of mortgage loans.servicing rights.
Brokerage, management feesDeferred compensation income (included in other income) increased $35 million in 2023, reflecting fluctuations in equity market valuations relative to the prior year. This increase is largely offset in noninterest expense.
In addition, other income included a gain of $9 million on the disposition of FHN Financial Main Street Advisors assets in 2023 and commissions include fees for portfolio management, trade commissions, anda gain of $22 million from the sale of the title services business in 2022.
Noninterest income results also reflect securities losses of $4 million in 2023 compared to gains of $18 million in 2022.


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ITEM 7. MANAGEMENT'S DISCUSSION & ANALYSIS (MD&A)
annuity and mutual funds sales. These fees and commissions totaled $88 million in 2021, an increase of 33% compared to $66 million in 2020 driven by the impact of the IBKC merger and an increase in annuity income and advisory fees.
Trust services and investment management income of $51 million increased $12 million from 2020, driven by the impact of the IBKC merger as well as new business and market appreciation.
The IBKC merger also drove the increases in card and digital banking fees and other service charges and fees in 2021 compared to 2020.
Other income in 2021 included a $26 million loss on the redemption of legacy IBKC trust preferred securities.

Noninterest Expense
The following table presents the significant components of noninterest expense for each of the periods presented:
Table 7.5
NONINTEREST EXPENSE
2021 vs. 20202020 vs. 2019
2023 vs. 20222023 vs. 20222022 vs. 2021
(Dollars in millions)(Dollars in millions)202120202019$ Change% Change$ Change% Change(Dollars in millions)202320222021$ Change% Change$ Change% Change
Noninterest expenseNoninterest expense
Personnel expensePersonnel expense$1,210 $1,033 $695 $177 17 %$338 49 %
Personnel expense
Personnel expense$1,100 $1,101 $1,210 $(1) %$(109)(9)%
Net occupancy expenseNet occupancy expense137 116 80 2118 %3645 %
Deposit insurance expense
Computer softwareComputer software116 85 61 3136 %2439 %
Operations servicesOperations services80 56 46 2443 %1022 %
Advertising and public relations
Contributions
Legal and professional feesLegal and professional fees68 84 72 (16)(19)%1217 %
Contract employment and outsourcingContract employment and outsourcing67 24 13 43NM1185 %
Amortization of intangible assetsAmortization of intangible assets56 40 25 1640 %1560 %
Equipment expenseEquipment expense47 42 34 512 %824 %
Communications and deliveryCommunications and delivery373125619 %624 %
Advertising and public relations37183419NM(16)(47)%
Impairment of long-lived assetsImpairment of long-lived assets34 23 27NM(16)(70)%
Contributions14 41 11 (27)(66)%30NM
Other expenseOther expense1931411145237 %2724 %
Total noninterest expenseTotal noninterest expense$2,096 $1,718 $1,233 $378 22 %$485 39 %Total noninterest expense$2,079 $$1,953 $$2,096 $$126 6 6 %$(143)(7)(7)%
NM - Not meaningful
Total noninterestNoninterest expense of $2.1 billion increased $378$126 million, or 22%6%, from 2022, largely driven by the impact of the IBKC merger, mitigated in part by a reduction in noninteresthigher deposit insurance expense as a result of expense discipline and merger cost saves. Total merger/acquisition integration expense was $187 million in 2021 compared to $155 million in 2020.contributions.
Personnel expense of $1.2$1.1 billion increased $177 million from 2020 driven by the full-year impact of the IBKC merger and Truist branch acquisition. Results also reflectdeclined negligibly in 2023, reflecting lower merger/acquisition integration expenses of $10 million, primarily severance and retention costs, and the benefit of merger cost saves. Deferredincentive-based compensation expense offset by higher deferred compensation and regular salaries and benefits expense.
In November 2023, the FDIC approved a componentspecial assessment on banks to replenish the deposit insurance fund in connection with the three large bank failures in 2023. The special assessment will be collected at an annual rate of personnel expense, increased $9 million in 2021, largely due to $6 million from litigation tied to a company that was fully divestedapproximately 13.4 basis points imposed on certain deposits over ten years ago.an anticipated total of eight quarters, starting with the first quarterly assessment period of 2024. FHN recognized the entire assessment of
The increases in net occupancy expense and computer software$68 million as an expense in 2021 were both driven by the impactfourth quarter of 2023 when the IBKC merger and Truist branch acquisition.FDIC published its final action.
Operations services expense increased $24 million, or 43%, to $80 million in 2021, driven by the impact of the IBKC merger and a $7 millionThe increase in merger/acquisition integration expense.
Legal and professional fees decreased $16 million, or 19%, to $68 millioncontributions in 2021, driven by an $18 million decline in merger/acquisition integration expense.
Contract employment and outsourcing increased $43 million driven by the impact of the IBKC merger, higher contractor costs tied to investments in new systems and an $11 million increase in merger/acquisition integration expense.


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ITEM 7. MANAGEMENT'S DISCUSSION & ANALYSIS (MD&A)
Amortization of intangible assets of $56 million in 2021 increased $16 million compared to 20202023 was primarily due to amortization tiedrelated to the intangible assets created$50 million contribution made to the First Horizon Foundation from the IBKC merger.$200 million cash payment received for the TD Merger termination.
Advertising and public relations of $37 millionexpense increased $19$21 million from 2020 largely2022, driven by a $10 million increasedeposit campaign in merger/acquisition integration expense.
Impairmentthe second quarter of long-lived assets of $34 million2023 and $7 million in 2021 and 2020, respectively, was primarily related to merger integration efforts associated with reduction of leased office space and banking center optimization.
Contributions decreased $27 million in 2021, primarily due to a $20 million contribution to the Louisiana First Horizon
Foundation in connection with the IBKC merger and a $15 million donation of Paycheck Protection Plan fees to the First Horizon Foundation to assist low- and moderate-income communities in 2020. Contributions in 2021 reflect an increase in other contributions to the First Horizon Foundation.brand awareness initiatives.
The $52$13 million increasedecline in other expenselegal and professional fees in 20212023 was largely attributable to $19lower merger and integration related expense.
Total merger and integration expense was $51 million in derivative valuation adjustments on prior Visa Class B share sales and increases in customer relations, loan closing, fraud, and travel and entertainment expenses.

for 2023 compared to $136 million for 2022.
Income Taxes
FHN recorded income tax expense of $274$212 million in 20212023 compared to $76$247 million in 2020,2022, resulting in an effective tax rate of 21.4%18.8% and 8.2%21.3% respectively. The lower effective tax rate in 2020 was primarily the result of the purchase accounting gain from the IBKC merger, which was not included in taxable income.
FHN’s effective tax rate is favorably affected by recurring items such as bank-owned life insurance, tax-exempt income, and tax credits and other tax benefits from tax credit investments. The effective rate is unfavorably affected by the non-deductibility ofnon-deductible portions of: FDIC premium, executive compensation and merger expenses. FHN's
effective tax rate also may be affected by items that may occur in any given period but are not consistent from period to period, such as changes in unrecognized tax benefits. The rate also may be affected by items resulting from business combinations. The reduction in the rate from 2022 was primarily related to the benefit from the settlement of uncertain tax positions related to prior merger related items which was partially offset by the additional tax expense from the surrender of bank-owned life insurance policies.


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2023 FORM 10-K ANNUAL REPORT

ITEM 7. MANAGEMENT'S DISCUSSION & ANALYSIS (MD&A)
A deferred tax asset or deferred tax liability is recognized for the tax consequences of temporary differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. The tax consequence is calculated by applying current enacted statutory tax rates to these temporary differences in future years. FHN’s net DTA was $52were $215 million and less than $1$313 million at December 31, 20212023 and 2020,2022, respectively.
As of December 31, 2021,2023, FHN had deferred tax asset balances related to federal and state income tax carryforwards of $38$32 million and $2$3 million, which will
expire at various dates. Refer to Note 1514 - Income Taxes for additional information.
FHN’s gross DTA after valuation allowance was $448$737 million and $471$761 million as of December 31, 20212023 and 2020,2022, respectively. Based on current analysis, FHN believes that its ability to realize the DTA is more likely than not. FHN monitors its DTA and the need for a valuation allowance on a quarterly basis. A significant adverse change in FHN’s taxable earnings outlook could result in the need for a valuation allowance.
FHN and its eligible subsidiaries are included in a consolidated federal income tax return. FHN files separate returns for subsidiaries that are not eligible to be included in a consolidated federal income tax return. Based on the laws of the applicable states where it conducts business operations, FHN either files consolidated, combined, or separate returns. The statute of limitations for FHN’s consolidated federal income tax returns remains open for tax years 20182020 through 2020. Additionally, 2016 – 2017 could be subject to limited review related to refund claims filed. IBKC's2022. IBKC’s federal consolidated tax returns for 2016 2017 and 2018 are currently under examinationwere audited by the IRS. The statute of limitations for those years was extended through October 2024 for purposes of an appeal which was settled in 2023. On occasion, as federal or state auditors examine the tax returns of FHN and its subsidiaries, FHN may extend the statute of limitations for a reasonable period. Otherwise, the statutes of limitations remain open only for tax years in accordance with federal and state statutes. See Note 1514 - Income Taxes for additional information.
Business Segment Results
During 2020, FHN reorganized its internal management structure and, accordingly, its segment reporting structure. Historically, FHN's primary business segments were Regional Banking, Fixed Income, Corporate, and Non-strategic. The closing of the FHN and IBKC merger of equals transaction prompted organizational changes to better integrate and execute the combined Company's
strategic priorities across all lines of businesses. As a result, FHN revised its reportable segments to include Regional Banking, Specialty Banking, and Corporate. Segment results for years prior to 2020 have been recast to adjust for the realignment of the segment reporting structure. See Note 2019 - Business Segment Information for additional disclosures related to FHN's segments.
Regional Banking
The Regional Banking segment generated pre-tax income of $1.3 billion in 2023 compared to $1.1 billion in 2022, an increase of $185 million, largely from a $390 million increase in revenue driven by higher net interest income. The increase in revenue was partially offset by a $130 million increase in provision for credit losses and a $75 million increase in noninterest expense.
Net interest income of $2.4 billion increased $400 million reflecting the benefit of higher interest rates and average loan balances, partially offset by higher funding costs.
The increase in the provision for credit losses largely reflected loan growth, macroeconomic uncertainty, and modest grade migration.
The increase in noninterest expense was largely driven by higher personnel, deposit insurance, advertising and public relations, and technology-related expenses.
Specialty Banking
Pre-tax income of $313 million in the Specialty Banking segment decreased $96 million compared to 2022 largely reflecting a $142 million decrease in revenue tied to lower fixed income, mortgage banking and title income, and net interest income. The decrease in revenue was partially offset by a decrease in noninterest expense.
Fixed income of $133 million decreased $72 million, largely driven by less favorable market conditions.
Mortgage banking and title income of $23 million decreased $45 million largely driven by the divestiture of the title services business in third quarter 2022 and lower origination volume given the impact of higher long-term rates. Results in 2022 also reflected a $12 million gain on sale of mortgage servicing rights.
Noninterest expense of $364 million decreased $82 million largely due to lower incentive-based compensation expense tied to the decline in fixed income and mortgage banking and title income.
Corporate
Pre-tax loss for the Corporate segment was $447 million for 2023 compared to $327 million for 2022.
Noninterest income increased $225 million largely driven by the gain on merger termination. Noninterest income results also reflect an increase of $35 million in deferred compensation income, lower securities gains of $22 million, and a $22 million gain on sale of the title business in 2022.
Noninterest expense of $414 million for 2023 increased $133 million compared to 2022 largely driven by higher deposit insurance expense, a $50 million contribution to the First Horizon Foundation, and higher personnel expense. Merger and integration expense was $51 million in 2023 compared to $136 million in 2022.


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ITEM 7. MANAGEMENT'S DISCUSSION & ANALYSIS (MD&A)
additional disclosures related to FHN's operating segments.
Regional Banking
The Regional Banking segment generated pre-tax income of $1.3 billion in 2021 compared to $273 million in 2020, reflecting the impact of the IBKC merger and a decrease in the provision for credit losses resulting from improvement in the macroeconomic outlook, positive credit grade migration and lower loan balances.
Net interest income increased $500 million, or 40%, in 2021, largely driven by merger-related earning asset growth. Results also reflect the benefit of lower deposit costs which helped to partially offset the impact of lower interest-earning asset yields and spreads.
Noninterest income increased $93 million, or 27%, largely attributable to increases in fee income driven by the impact of the IBKC merger.
Noninterest expense of $1.2 billion in 2021, increased $207 million, or 22%, from 2020, primarily as a result of the impact of the IBKC merger, mitigated in part by expense discipline and the benefit of merger cost saves.
Specialty Banking
Pre-tax income in the Specialty Banking segment increased $171 million to $709 million in 2021, largely driven by a decrease of $180 million in the provision for credit losses.
Net interest income increased $47 million, or 8%, in 2021 largely driven by merger-related earning asset growth. Results also reflect the benefit of lower deposit costs
which helped to partially offset the impact of lower interest-earning asset yields and spreads.
Noninterest income increased $21 million, or 4%, from 2020. Mortgage banking and title income increased $24 million, or 19%, as the benefit of the IBKC merger was offset by an intentional shift in origination mix toward portfolio loans as well as lower gain on sale spreads. Fixed income was down $16 million, or 4%, from 2020, reflecting slightly less favorable market conditions and lower fees from derivative and loan sales, somewhat offset by higher fees from portfolio advisory services.
Noninterest expense increased $77 million, or 16%, to $571 million in 2021, largely attributable to higher personnel and outside services costs from the impact of the IBKC merger.
Corporate
Pre-tax loss for the Corporate segment was $705 million for 2021 compared to pre-tax income of $122 million for 2020. Results for 2021 reflect a decline in revenue largely tied to the IBKC purchase accounting gain in 2020, a $215 million decrease in net interest income resulting from the impact of funds transfer pricing, and a $26 million loss on the redemption of legacy IBKC trust preferred securities in 2021. In addition, noninterest expense increased $94 million, largely attributable to merger and integration-related costs including asset impairments associated with the reduction of leased office space and banking center optimization as well as $19 million in derivative valuation adjustments on prior Visa Class B share sales.
Results of Operations—20202022 compared to 20192021
For a description of FHN's results of operations for 2020,2022, see Results of Operations - 20202022 compared to 20192021 in Item 7 in the 20202022 Form 10-K.10-K which is incorporated herein by reference.


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2021 FORM 10-K ANNUAL REPORT

ITEM 7. MANAGEMENT'S DISCUSSION & ANALYSIS (MD&A)
Analysis of Financial Condition
Investment Securities
The following table presents the carrying value of securities by category as of December 31 for the years indicated:
Table 7.6
COMPOSITION OF SECURITIES PORTFOLIO
2023
2023
2023
(Dollars in millions)
(Dollars in millions)
(Dollars in millions)
Securities available for sale at fair value:
Securities available for sale at fair value:
Securities available for sale at fair value:
Government agency issued MBS and CMO
Government agency issued MBS and CMO
Government agency issued MBS and CMO
Other U.S. government agencies (a)
Other U.S. government agencies (a)
Other U.S. government agencies (a)
States and municipalities
States and municipalities
States and municipalities
Total securities available for sale
Total securities available for sale
Total securities available for sale
Securities held to maturity at amortized cost:
Securities held to maturity at amortized cost:
Securities held to maturity at amortized cost:
Government agency issued MBS and CMO
Government agency issued MBS and CMO
Government agency issued MBS and CMO
20212020
(Dollars in millions)BalanceMixBalanceMix
Securities available for sale:
U.S. treasuries$  %$613 %
Government agency issued MBS and CMO7,312 78 6,218 77 
Other U.S. government agencies (a)850 9 684 
Corporate and other debt  40 — 
States and municipalities545 6 460 
SBA interest-only strips  32 — 
Total securities available for sale$8,707 93 %$8,047 100 %
Securities held to maturity:
Government agency issued MBS and CMO$712 7 %$— — %
Corporate and other debt  10 — 
Total securities held to maturity$712 7 %$10 — %
Total investment securitiesTotal investment securities$9,419 100 %$8,057 100 %
Total investment securities
Total investment securities
(a) Includes securities issued by government sponsored entities which are not backed by the full faith and credit of the U.S. Government.

FHN’s investment securities portfolio consists principally of debt securities available for sale. FHN maintains a highly-rated securities portfolio consisting primarily of government agency issued mortgage-backed securities and collateralized mortgage obligations. The securities portfolio provides a source of income and liquidity and is an important tool used to balance the interest rate risk of the loan and deposit portfolios. The securities portfolio is periodically evaluated in light of established ALM objectives, changing market conditions that could affect the profitability of the portfolio, the regulatory environment, and the level of interest rate risk to which FHN is exposed. These evaluations may result in steps taken to adjust the overall balance sheet positioning. During the third quarter of 2021, in order to improve net
interest income and moderate a portion of its overly asset sensitive interest rate risk position, FHN began deploying excess cash into the investment portfolio by purchasing securities classified as held to maturity.
Investment securities were $9.4$9.7 billion and $8.1$10.2 billion on December 31, 20212023 and 2020,2022, representing 11%12% and 10%13% of total assets, respectively. See Note 32 - Investment Securities for more information about the securities portfolio.
The following table presents an analysis of the amortized cost, remaining contractual maturities, and weighted-average yields by contractual maturity for the debt securities portfolio.


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ITEM 7. MANAGEMENT'S DISCUSSION & ANALYSIS (MD&A)

Table 7.7
CONTRACTUAL MATURITIES OF INVESTMENT SECURITIES
As of December 31, 2023
As of December 31, 2021
  After 1 yearAfter 5 years
Within 1 yearWithin 5 yearsWithin 10 yearsAfter 10 years
Within 1 year
Within 1 year
Within 1 year
(Dollars in millions)
(Dollars in millions)
(Dollars in millions)(Dollars in millions)AmountYield (b)AmountYield (b)AmountYield (b)AmountYield (b)
Securities available for sale:Securities available for sale:
Securities available for sale:
Securities available for sale:
Government agency issued MBS and CMO (a)
Government agency issued MBS and CMO (a)
Government agency issued MBS and CMO (a)Government agency issued MBS and CMO (a)$19 1.33 %$532 1.64 %$1,259 1.45 %$5,548 1.53 %$29 2.30 2.30 %%$980 1.86 1.86 %%$1,060 2.22 2.22 %%$5,479 2.07 2.07 %%$7,548 2.34 2.34 %%
Other U.S. government agenciesOther U.S. government agencies12 2.88 49 2.04 197 1.41 603 1.64 
Other U.S. government agencies
Other U.S. government agencies
States and municipalitiesStates and municipalities0.69 100 0.69 154 1.41 276 2.30 
States and municipalities
States and municipalities
Total securities available for sale
Total securities available for sale
Total securities available for saleTotal securities available for sale$36 1.80 %$681 1.53 %$1,610 1.44 %$6,427 1.57 %$65 2.34 2.34 %%$1,079 1.77 1.77 %%$1,457 2.12 2.12 %%$6,895 2.24 2.24 %%$9,496 2.46 2.46 %%
Securities held to maturity:Securities held to maturity:
Government agency issued MBS and CMO (a)Government agency issued MBS and CMO (a)— — %— — %— — %712 1.82 %
Government agency issued MBS and CMO (a)
Government agency issued MBS and CMO (a)$— — %$148 3.56 %$170 3.44 %$1,005 2.73 %$1,323 2.91 %
Total securities held to maturityTotal securities held to maturity$— — %$— — %$— — %$712 1.82 %Total securities held to maturity$— — — %%$148 3.56 3.56 %%$170 3.44 3.44 %%$1,005 2.73 2.73 %%$1,323 2.91 2.91 %%
(a)    Represents government agency-issued mortgage-backed securities and collateralized mortgage obligations which, when adjusted for early pay downs,paydowns, have an estimated average life of 4.85.6 years.
(b)    Weighted average yields were calculated using amortized cost on a fully-taxable equivalent basis, assuming a 25%24% tax rate where applicable.
Loans and Leases
Period-end loans and leases decreased $3.4increased $3.2 billion, or 6%5%, to $54.9$61.3 billion as of December 31, 2021,2023, driven by a $2.2$1.8 billion decreaseincrease in commercial loans primarily tied to a $3.0 billion decrease in PPP loans, offset by other C&I growth, and a $1.2$1.4 billion decreaseincrease in consumer loans. Average loans and leases increased to $56.3$60.2 billion in 20212023 compared to $46.2$56.0 billion in 20202022, primarily from the fulldriven by a $2.5 billion increase
year inclusion of acquired IBKC loans in 2021, offset by declines in PPPcommercial loans and othera $1.7 billion increase in consumer real estate loan activity.loans.
The following table provides detail regarding FHN's period-end loans and leases:

Table 7.8
 LOANS AND LEASES
(Dollars in millions)(Dollars in millions)2021Percent of total2021 Growth Rate2020 (a)Percent of total2020 Growth Rate (a)2019Percent of total2019 Growth Rate(Dollars in millions)2023Percent of total2023 Growth Rate2022Percent of total2022 Growth Rate2021Percent of total2021 Growth Rate
Commercial:Commercial:
Commercial, financial, and industrial (b)$31,068 57 %(6)%$33,104 57 %65 %$20,051 65 %21 %
Commercial, financial, and industrial (a)
Commercial, financial, and industrial (a)
Commercial, financial, and industrial (a)$32,633 53 %3 %$31,781 55 %%$31,068 57 %(6)%
Commercial real estateCommercial real estate12,109 22 (1)12,275 21 183 4,337 14 
Total commercialTotal commercial43,177 79 (5)45,379 78 86 24,388 79 19 
Consumer:Consumer:
Consumer real estate
Consumer real estate
Consumer real estateConsumer real estate10,772 20 (8)11,725 20 90 6,177 20 (5)
Credit card and otherCredit card and other910 1 (19)1,128 127 496 (4)
Total consumerTotal consumer11,682 21 (9)12,853 22 93 6,673 21 (5)
Total loans and leasesTotal loans and leases$54,859 100 %(6)%$58,232 100 %87 %$31,061 100 %13 %Total loans and leases$61,292 100 100 %5 %$58,102 100 100 %%$54,859 100 100 %(6)%
(a)    2020 includes the impact of balances related to the IBKC merger on July 1, 2020 and Truist Bank branch acquisition on July 17, 2020.
(b) Includes equipment financing loans and leases.

C&I loans increased 3%, or $852 million, from 2022, largely driven by growth in the real estate and rental and leasing and transportation and warehousing industry sectors, as well as diversified growth across multiple other industries. These increases were partially offset by a decline of $239 million in loans to mortgage companies.
Commercial real estate loans increased 7% to $14.2 billion in 2023, largely driven by growth in multi-family and industrial property loans. Consumer loans increased 10%, or $1.4 billion, from the end of 2022, largely driven by growth in real estate installment loans.


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C&I loans are the largest component of the loan and lease portfolio, comprising 57% of total loans and leases in both 2021 and 2020. C&I loans decreased 6%, or $2.0 billion, from 2020 largely driven by a decrease in PPP loans and loans to mortgage companies. Excluding PPP loans, C&I loans increased $978 million, attributable to Regional Banking growth. Growth in other specialty lending areas within Specialty Banking, such as real estate rental and leasing, also meaningfully contributed to the overall growth in non-PPP C&I loans from 2020. Commercial real
estate loans decreased 1% to $12.1 billion in 2021, attributable to a decline in Specialty Banking loans.
Total consumer loans decreased 9%, or $1.2 billion, from the end of 2020, largely driven by paydowns in real estate installment loans and home equity lines of credit.
The following table provides detail of the contractual maturities of loans and leases at December 31, 2021.

2023.
Table 7.9
CONTRACTUAL MATURITIES OF LOANS AND LEASES
(Dollars in millions)
(Dollars in millions)
(Dollars in millions)(Dollars in millions)Within 1 YearAfter 1 Year
Within 5 Years
After 5 Years Within 15 YearsAfter 15 YearsTotalWithin 1 YearAfter 1 Year
Within 5 Years
After 5 Years Within 15 YearsAfter 15 YearsTotal
Commercial, financial, and industrialCommercial, financial, and industrial$8,174 $15,095 $7,023 $776 $31,068 
Commercial real estateCommercial real estate2,007 6,939 3,085 78 12,109 
Consumer real estateConsumer real estate93 414 1,706 8,559 10,772 
Credit card and otherCredit card and other336 428 82 64 910 
Total loans and leases Total loans and leases$10,610 $22,876 $11,896 $9,477 $54,859 
For maturities over one year at fixed interest rates:For maturities over one year at fixed interest rates:
For maturities over one year at fixed interest rates:
For maturities over one year at fixed interest rates:
Commercial, financial, and industrial
Commercial, financial, and industrial
Commercial, financial, and industrialCommercial, financial, and industrial$4,479 $4,294 $498 $9,271 
Commercial real estateCommercial real estate1,954 1,103 44 3,101 
Consumer real estateConsumer real estate297 1,380 3,076 4,753 
Credit card and otherCredit card and other118 74 24 216 
Total loans and leases at fixed interest ratesTotal loans and leases at fixed interest rates$6,848 $6,851 $3,642 $17,341 
For maturities over one year at floating interest rates:For maturities over one year at floating interest rates:
For maturities over one year at floating interest rates:
For maturities over one year at floating interest rates:
Commercial, financial, and industrial
Commercial, financial, and industrial
Commercial, financial, and industrialCommercial, financial, and industrial$10,616 $2,729 $278 $13,623 
Commercial real estateCommercial real estate4,985 1,982 34 7,001 
Consumer real estateConsumer real estate117 326 5,483 5,926 
Credit card and otherCredit card and other310 40 358 
Total loans and leases at floating interest ratesTotal loans and leases at floating interest rates$16,028 $5,045 $5,835 $26,908 
Total maturities over one yearTotal maturities over one year$22,876 $11,896 $9,477 $44,249 
Total maturities over one year
Total maturities over one year
Because of various factors, the contractual maturities of consumer loans are not indicative of the actual lives of such loans. A significant component of FHN’s loan portfolio consists of consumer real estate loans, a majority of which are home equity lines of credit and home equity installment loans. These loans have an initial period where the borrower is only required to pay the periodic interest. After the interest-only period, the loan will require the payment of both principal and interest over the remaining term. Numerous factors can contribute to the actual life of a home equity line or installment loan. As a result, the actual average life of home equity lines and loans is difficult to predict and changes in any of these factors could result in changes in projections of average lives.
Loans Held for Sale
In 2020, FHN obtained IBKC'sLoans held for sale primarily consists of government guaranteed loans under SBA and USDA lending programs.
Smaller amounts of other consumer and home equity loans are also included in loans HFS. Additionally, FHN's mortgage banking operations which includes origination and servicing of residential first lien mortgages that conform to standards established by GSEs that are major investors in U.S. home mortgages but can also consist of junior lien and jumbo loans secured by residential property. These non-conforming loans are primarily sold to private companies that are unaffiliated with the GSEs on a servicing-released basis. For further detail, see Note 7 - Mortgage Banking Activity.
The legacy FHNOn December 31, 2023 and 2022, loans HFS portfolio consistswere $502 million and $590 million, respectively. Held-for-sale consumer mortgage loans secured by residential real estate in process of small business, other consumer loans, mortgage warehouse, USDA, student,foreclosure totaled $2 million and home equity loans.$3 million for December 31, 2023 and 2022, respectively.


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On December 31, 2021, loans HFS were $1.2 billion, a $150 million increase compared to December 31, 2020. On an average basis, HFS loans increased to $956 million in 2021 from $835 million in 2020, generally driven by the additional volume of mortgage loans originated with the
IBKC merger. Held-for-sale consumer mortgage loans secured by residential real estate in process of foreclosure totaled $3 million and $2 million at December 31, 2021 and 2020, respectively.
Asset Quality
Loan and Lease Portfolio Composition
FHN groups its loans into portfolio segments based on internal classifications reflecting the manner in which the ALLL is established and how credit risk is measured, monitored, and reported. From time to time, and if conditions are such that certain subsegments are uniquely affected by economic or market conditions or are experiencing greater deterioration than other
components of the loan portfolio, management may
determine the ALLL at a more granular level. Commercial loans are composed of C&I loans and CRE loans. Consumer loans are composed of consumer real estate loans and credit card and other loans. FHN has a concentration of residential real estate loans of 23% and 21% of total loans in 2023 and 2022, respectively. Industry concentrations are discussed under the C&I heading below.
Underwriting Policies and Procedures
The following sections describe each portfolio as well as general underwriting procedures for each. As economic and real estate conditions develop, enhancements to underwriting and credit policies and procedures may be necessary or desirable. Loan policies and procedures for all portfolios are reviewed by credit risk working groups and management risk committees comprised of business line managers and credit administration professionals as well as by various other reviewing bodies within FHN. Policies and procedures are approved by key executives and/or senior managers leading the applicable credit risk working groups as well as by management risk committees.
The credit risk working groups and management risk committees strive to ensure that the approved policies and procedures address the associated risks and establish reasonable underwriting criteria that appropriately mitigate risk. Policies and procedures are reviewed, revised and re-issued periodically at established review dates or earlier if changes in the economic environment, portfolio performance, the size of portfolio or industry concentrations, or regulatory guidance warrant an earlier review.
Commercial Loan and Lease Portfolios
FHN’s commercial loan approval process grants lending authority based upon job description, experience, and performance. The lending authority is delegated to the business line (Market Managers, Departmental Managers, Regional Presidents, Relationship Managers (RM) and Portfolio Managers (PM)) and to Credit Risk Managers. While individual limits vary, the predominant amount of approval authority is vested with the Credit Risk Management function. Portfolio, industry, and borrower concentration limits for the various portfolios are established by executive management and approved by the Executive and Risk Committee of the Board.
FHN’s commercial lending process incorporates an RM and a PM for most commercial credits. The RM is primarily responsible for communications with the borrower and maintaining the relationship, while the PM is responsible for assessing the credit quality of the borrower, beginning with the initial underwriting and continuing through the servicing period. Other specialists and the assigned RM/PM are organized into units called deal teams. Deal teams are constructed with specific job attributes that facilitate
FHN’s ability to identify, mitigate, document, and manage ongoing risk. PMs and credit analysts provide enhanced analytical support during loan origination and servicing, including monitoring of the financial condition of the borrower and tracking compliance with loan agreements. Loan closing officers and the construction loan
management unit specialize in loan documentation and the management of the construction lending process. FHN strives to identify problem assets early through comprehensive policies and guidelines, targeted portfolio reviews, more frequent servicing on lower rated borrowers, and an emphasis on frequent grading. For smaller commercial credits, generally $5 million or less, and income-producing CRE credits greater than $10 million to non-professional real estate developers and smaller professional real estate investors/developers, FHN utilizes a centralized underwriting unit in order to originate and grade small business loans more efficiently and consistently.
FHN may utilize availability of guarantors/sponsors to support commercial lending decisions during the credit


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underwriting process and when determining the assignment of internal loan grades. Reliance on the guaranty as a viable secondary source of repayment is a function of an analysis proving capability to pay, factoring in, among other things, liquidity and direct/indirect cash flows. FHN also considers the volume and amount of guaranties provided for all global indebtedness and the likelihood of realization. FHN presumes a guarantor’s willingness to perform until there is any current or prior indication or future expectation that the guarantor may not willingly and voluntarily perform under the terms of the guaranty. In FHN’s risk grading approach, it is deemed


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that financial support becomes necessary generally at a point when the loan would otherwise be graded substandard, reflecting a well-defined weakness. At that point, provided willingness and capacity to support are appropriately demonstrated, a strong, legally enforceable guaranty can mitigate the risk of default or loss, justify a less severe rating, and consequently reduce the level of allowance or charge-off that might otherwise be deemed appropriate.
C&I
C&I loans are the largest component of the loan and lease portfolio, comprising 53% and 55% of total loans and leases at December 31, 2023 and 2022, respectively. The C&I portfolio totaled $31.1 billion as of December 31, 2021 and is comprised of loans used for general business purposes. Products offered in the C&I portfolio include term loan financing of owner-occupied real estate and fixed assets, PPP loans, direct financing and sales-type leases, working capital lines of credit, and trade credit enhancement through letters of credit.
Income-producing C&I loans are underwritten in accordance with a well-defined credit origination process. This process includes applying minimum underwriting standards as well as separation of origination and credit approval roles on transaction sizes over PM authorization limits. Underwriting typically includes due diligence of the borrower and the applicable industry of the borrower, analysis of the borrower’s available financial information, identification and analysis of the various sources of repayment and identification of the primary risk
attributes. Stress testing the borrower’s financial capacity, adherence to loan documentation requirements, and assigning credit risk grades using internally developed scorecards are also used to help quantify the risk when
appropriate. Underwriting parameters also include loan-to-value ratios which vary depending on collateral type, use of guaranties, loan agreement requirements, and other recommended terms such as equity requirements, amortization, and maturity. Approval decisions also consider various financial ratios and performance measures of the borrowers, such as cash flow and balance sheet leverage, liquidity, coverage of fixed charges, and working capital. Additionally, approval decisions consider the capital structure of the borrower, sponsorship, and quality/value of collateral. Generally, guideline and policy exceptions are identified and mitigated during the approval process. Pricing of C&I loans is based upon the determined credit risk specific to the individual borrower. Historically, these loans typically have had variable rates tied to the LIBOR or prime rate of interest plus or minus the appropriate margin. However, with the upcoming cessation of LIBOR, FHN no longer references LIBOR in new loan contracts, and substantially all of the existing portfolio of loans tied to LIBOR is beinghas been repriced to alternative reference rates.
A $3.0 billion decrease in PPP loans drove the total decrease from December 31, 2020. Excluding PPP loans, C&I growth was $978 million, or 3%. The largest geographical concentrations of balances as of December 31, 20212023 were in Tennessee (20%(21%), Florida (12%(13%), Texas (10%(11%), North Carolina (7%), Louisiana (7%(6%), California (7%Georgia (5%), and GeorgiaCalifornia (5%), with no other state representing 5% or more than 5% of the portfolio.
The following table provides the composition of the C&I portfolio by industry as of December 31, 20212023 and 2020.2022. For purposes of this disclosure, industries are determined based on the NAICS industry codes used by Federal statistical agencies in classifying business establishments for the collection, analysis, and publication of statistical data related to the U.S. business economy.


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Table 7.107.10a
C&I PORTFOLIO BY INDUSTRY
December 31, 2021December 31, 2020
December 31, 2023December 31, 2023December 31, 2022
(Dollars in millions)(Dollars in millions)AmountPercentAmountPercent(Dollars in millions)AmountPercentAmountPercent
Industry:Industry:
Loans to mortgage companies$4,518 15 %$5,404 16 %
Finance and insuranceFinance and insurance3,483 11 3,130 10 
Real estate rental & leasing (a)2,771 9 2,365 
Finance and insurance
Finance and insurance$4,083 12 %$4,120 13 %
Real estate and rental and leasing (a)
Health care and social assistanceHealth care and social assistance2,413 8 2,689 
Accommodation and food service
Accommodation & food service2,221 7 2,303 
Manufacturing
Manufacturing
ManufacturingManufacturing1,950 6 1,907 
Wholesale tradeWholesale trade1,845 6 2,079 
Loans to mortgage companies
Retail tradeRetail trade1,532 5 1,531 
Retail trade
Retail trade
Transportation and warehousing
EnergyEnergy1,325 4 1,686 
Other (professional, construction, transportation, etc) (b)9,010 29 10,010 30 
Other (professional, construction, education, etc.) (b)
Total C&I loan portfolioTotal C&I loan portfolio$31,068 100 %$33,104 100 %Total C&I loan portfolio$32,633 100 100 %$31,781 100 100 %
(a)Leasing, rental of real estate, equipment, and goods.
(b)Industries in this category each comprise less than 5% for 2021.2023.


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Industry Concentrations
Loan concentrations are considered to exist for a financial institution when there are loans to numerous borrowers engaged in similar activities that would cause them to be similarly impacted by economic or other conditions. Loans to mortgage companies and borrowers in the finance and insurance industry were 26%18% and 20% of FHN’s C&I loan portfolio as of December 31, 2021,2023 and 2022, respectively, and as a result could be affected by items that uniquely impact the financial services industry. Except Loans to Mortgage Companiesborrowers in the real estate and Financerental and Insurance,leasing industry were 12% and 10% of FHN's C&I portfolio as discussed below, onof December 31, 2021,2023 and 2022, respectively. As of December 31, 2023, FHN did not have any other concentrations of C&I loans in any single industry of 10% or more of total loans.
Loans to Mortgage Companies
The balance of loansLoans to mortgage companies was 15%were 6% of the C&I portfolio as of December 31, 2021,2023 and 16%7% of the C&I portfolio as of December 31, 2020, and includes balances related to both home purchase and refinance activity.2022. This portfolio generally fluctuates with mortgage rates and seasonal factors and includes commercial lines of credit to qualified mortgage companies primarily for the temporary warehousing of eligible mortgage loans prior to the borrower’sborrower's sale of those mortgage loans to third party investors. Balances in this portfolio generally fluctuate with mortgage rates and seasonal factors. Generally, lendingnew loan originations to mortgage lenders increasesincrease when there is a decline in mortgage rates and decreasesdecrease when rates rise. The decreaserise; in loans to mortgage companies year over year was due to existing home supply shortages, construction labor and materials shortages, and a rise in mortgage rates.2023, rates rose. In 2021,periods of economic uncertainty, this trend may not occur even if interest rates are declining. In 2023, approximately 48%90% of the loans fundedloan originations were home purchases and 52%10% were refinance transactions.
Finance and Insurance
The finance and insurance component represents 11%represented 12% of the C&I portfolio as of December 31, 20212023 compared to 10%13% at the end of 20202022 and includes TRUPs (i.e., long-term unsecured loans to bank and insurance-related businesses), loans to bank holding companies, and asset-based lending to consumer finance companies. As of December 31, 2021,2023, asset-based lending to consumer finance companies represents approximately $1.4$2.0 billion of the finance and insurance component.
Paycheck Protection ProgramReal Estate and Rental and Leasing
In 2020, Congress createdLoans to borrowers in the Paycheck Protection Program (PPP) in response to the economic disruption associated with the COVID-19 pandemic. Under the PPP, qualifying businesses could receive loans from private lenders, such as FHN, that are fully guaranteed by the Small Business Administration. These loans potentially are partly or fully forgivable, depending upon the borrower’s usereal estate and rental and leasing industry were 12% and 10% of the funds and maintenance of employment levels. To the extent forgiven, the borrower is relieved from payment while the lender is still paid from the program.
TheFHN's C&I portfolio as of December 31, 2021 included 8,3722023 and 2022, respectively. This portfolio primarily consists of equipment financing loans made under the PPP with an aggregate principaland leases to clients across FHN's footprint in a broad range of industries and asset types. This portfolio also includes a smaller balance of $1.0 billion, which are fully government guaranteed with the SBA. Due to the government guaranteeloans and forgiveness provisions, PPP loans are considered to have no credit riskleases for solar and do not affect the amount of provision and ALLL recorded. As a result, no ALLL was recorded for PPP loans as of December 31, 2021, and FHN assigned a risk weight of zero to PPP loans for regulatory capital purposes.wind generating facilities.


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For these loans, there were remaining net lender fees of approximately $17 million to be paid to FHN as of December 31, 2021. During 2021, FHN continued to work with its clients that have applied for and received PPP loan forgiveness. Through December 31, 2021, approximately $5 billion of the original $6 billion in PPP loans originated by FHN and IBERIABANK prior to acquisition had been forgiven by the SBA.

Commercial Real Estate
The CRE portfolio totaled $12.1$14.2 billion as of December 31, 2021,2023, a $166 million,$1.0 billion, or 1%7%, decreaseincrease compared to December 31, 2020.2022.
The CRE portfolio includes both financings for commercial construction and non-construction loans. This portfolio contains loans, and draws on lines, and letters of credit to commercial real estate developers for the construction and mini-permanent financing of income-producing real estate.
Residential CRE loans include loans to residential builders and developers for the purpose of constructing single-family homes, condominiums, and town homes, and on a limited basis, for developing residential subdivisions. After the fulfillment of existing commitments over the near term, theThe residential CRE class will be in a wind-down state withis not currently an area of growth for the expectation of full runoff in the foreseeable future.bank.
Income-producing CRE loans
Income-producing CRE loans are underwritten in accordance with credit policies and underwriting guidelines that are reviewed at least annually and revised as necessary based on market conditions. Loans are underwritten based upon project type, size, location, sponsorship, and other market-specific data. Generally, minimum requirements for equity, debt service coverage ratios, and level of pre-leasing activity are established based on perceived risk in each subcategory. Loan-to-value (value is defined as the lower of cost or market) limits are set below regulatory prescribed ceilings and generally range between 50% and 80% depending on the underlying product set. Term and amortization requirements are set based on prudent standards for interim real estate lending. Equity requirements are established based on the quality and liquidity of the
primary source of repayment. For example, more equity would be required for a speculative construction project or land loan than for a property fully leased to a credit tenant or a roster of tenants. Typically, a borrower must have at least 15% of cost invested in a project before FHN will provide loan funding. Income properties are generally required to achieve a debt service coverage ratio greater than or equal to 125%1.25x at inception or stabilization of the project based on loan amortization and a minimum underwriting interest rate. Some product types that possess a greater risk profile require a higher level of equity, as well as a higher debt service coverage ratio threshold. A proprietary minimum underwriting interest rate is used to calculate compliance with underwriting standards. Generally, specific levels of pre-leasing must be met for construction loans on income properties.properties, where applicable. A global cash flow analysis is performed at the sponsor level. The majority of the portfolio is on a floating rate basis tied to appropriate spreads over LIBOR. However, since January 1, 2022, no new loan contracts reference LIBOR, and the existing portfolio of loans tied to LIBOR is being repriced to alternative reference rates.
The credit administration and ongoing monitoring consists of multiple internal control processes. Construction loans are closed by a centralized control unit and construction loan management is administered centrally for loans $3 million and over. Underwriters and credit approval


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personnel stress the borrower’s/project’s financial capacity utilizing numerous attributes such as interest rates, vacancy, capitalization rates, and discount rates.debt service coverage ratios under various scenarios. Key information is captured from the various portfolios and then stressed at the aggregate level. Results are utilized to assist with the assessment of the adequacy of the ALLL and to steer portfolio management strategies.
The largest geographical concentrations of CRE balances as of December 31, 20212023 were in Florida (26%(27%), Texas (12%(13%), North Carolina (11%(12%), Louisiana (10%Georgia (9%), Tennessee (9%), and GeorgiaLouisiana (8%), with no other state representing more than 5% of the portfolio. Subcategories
The following table represents subcategories of income-producing CRE loans consist of multi-family (25%), office (24%), retail (19%), industrial (12%), hospitality (11%), land/land development (2%), and other (7%).by property type:
Table 7.10b
CRE PORTFOLIO BY PROPERTY TYPE
December 31, 2023December 31, 2022
AmountPercentAmountPercent
Property Type:
Multi-family$4,409 31 %$3,484 27 %
Office2,782 20 2,814 21 
Retail2,310 16 2,331 18 
Industrial2,236 16 2,076 16 
Hospitality1,467 10 1,418 11 
Land/land development307 2 309 
Other CRE (a)705 5 796 
Total CRE loan portfolio$14,216 100 %$13,228 100 %
(a) Property types in this category each comprise less than 5% for 2023.
Consumer Loan Portfolios
Consumer Real Estate
The consumer real estate portfolio totaled $10.8 billion as of December 31, 2021 and is primarily composed of home equity lines and installment loans.
This portfolio totaled $13.7 billion and $12.3 billion as of December 31, 2023 and 2022, respectively. The largest geographical concentrations of balances in the consumer real estate portfolio as of December 31, 20212023 were in Florida (32%(29%), Tennessee (23%(22%), Texas (11%), Louisiana (10%(8%), North Carolina (8%(7%), Texas (7%New York (5%), and New YorkGeorgia (5%), with no other state representing 5% or more than 5% of the portfolio.
As of December 31, 2021,2023, approximately 87%89% of the consumer real estate portfolio was in a first lien position. As of December 31, 2021,At origination, the weighted average FICO score at origination of this portfolio was 755759 and the refreshed FICO scores averaged 754,756 as of December 31, 2023, no significant change from FICO scores of 753757 and 763,754, respectively, as of December 31, 2020.2022. Generally, performance of this portfolio is affected by life events that affect borrowers’ finances, the level of unemployment, and home prices.


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ITEM 7. MANAGEMENT'S DISCUSSION & ANALYSIS (MD&A)
As of December 31, 20212023 and 2020,2022, FHN had held-to-maturity consumer mortgage loans secured by real estate totaling $20$29 million and $36$42 million, respectively, that were in the process of foreclosure.
HELOCs comprised $2.0$2.2 billion and $2.4$2.0 billion of the consumer real estate portfolio as offor December 31, 20212023 and December 31, 2020,2022, respectively. FHN’s HELOCs typically have a 5 or 10
year draw period followed by a 10 or 20 year repayment period, respectively. During the draw period, a borrower is able to draw on the line and is only required to make interest payments. The line is frozen if a borrower becomes past due on payments. Once the draw period has concluded, the line is closed and the borrower is required to make both principal and interest payments monthly until the loan matures. The principal payment generally is fully amortizing, but payment amounts will adjust when variable rates reset to reflect changes in the prime rate.
As of December 31, 2021,2023, approximately 88%94% of FHN's HELOCs were in the draw period compared to 86%92% at the
end of the prior year.2022. Based on when draw periods are scheduled to end per the line agreement, it is expected that $431$571 million, or 24%27%, of HELOCs currently in the draw period will enter the repayment period during the next 60 months.months, based on current terms. Generally, delinquencies for HELOCs that have entered the repayment period are initially higher than HELOCs still in the draw period because of the increased minimum payment requirement; however, after some seasoning,requirement. However, over time, performance of these loans usually begins to stabilize. The home equity lines of the consumer real estate portfolio are monitored closely for thoseHELOCs nearing the end of the draw period and borrowers are initially contacted at least 6 months before the repayment period begins to remind the client of the terms of their agreement and to inform them of options.closely monitored.
The following table shows the HELOCs currently in the draw period and expected timing of conversion to the repayment period.


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ITEM 7. MANAGEMENT'S DISCUSSION & ANALYSIS (MD&A)
Table 7.11
HELOC DRAW TO REPAYMENT SCHEDULE
December 31, 2021December 31, 2020 December 31, 2023December 31, 2022
(Dollars in millions)(Dollars in millions)Repayment
Amount
PercentRepayment
Amount
Percent(Dollars in millions)Repayment
Amount
PercentRepayment
Amount
Percent
Months remaining in draw period:Months remaining in draw period:
0-12
0-12
0-120-12$43 2 %$73 %$30 1 1 %$31 %
13-2413-2442 2 66 
25-3625-3650 3 62 
37-4837-48136 8 67 
49-6049-60160 9 187 
>60>601,324 76 1,662 79 
TotalTotal$1,755 100 %$2,117 100 %Total$2,101 100 100 %$1,875 100 100 %

Underwriting
For the majority of loans in this portfolio, underwriting decisions are made through a centralized loan underwriting center. To obtain a consumer real estate loan, the loan applicant(s) in most cases must first meet a minimum qualifying FICO score. Minimum FICO score requirements are established by management for both loans secured by real estate as well as non-real estate loans. Management also establishes maximum loan amounts, loan-to-value ratios, and debt-to-income ratios for each consumer real estate product. Applicants must have the financial capacity (or available income) to service the debt by not exceeding a calculated debt-to-income ratio. The amount of the loan is limited to a percentage of the lesser of the current appraised value or sales price of the collateral. Identified guideline and policy exceptions
require established mitigating factors that have been approved for use by Credit Risk Management.
HELOC interest rates are variable and adjust with movements in the index rate stated in the loan agreement. Such loans can have elevated risks of default, particularly in a rising interest rate environment, potentially stressing borrower capacity to repay the loan at the higher interest rate. FHN’s current underwriting practice requires HELOC borrowers to qualify based on a sensitized interest rate (above the current note rate), fully amortized payment methodology. FHN’s underwriting
guidelines require borrowers to qualify at an interest rate that is 200 basis points above the note rate. This mitigates risk to FHN in the event of a sharp rise in interest rates over a relatively short time horizon.


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ITEM 7. MANAGEMENT'S DISCUSSION & ANALYSIS (MD&A)
HELOC Portfolio Risk Management
FHN performs continuous HELOC account reviews in order to identify higher-risk home equity lines and initiate preventative and corrective actions. The reviews consider a number of account activity patterns and characteristics such as the number of times delinquent within recent periods, changes in credit bureau score since origination, score degradation, performance of the first lien, and account utilization. In accordance with FHN’s interpretation of regulatory guidance, FHN may block
future draws on accounts in order to mitigate risk of loss to FHN.

Credit Card and Other
The credit card and other consumer loan portfolio which is primarily within the Regional Banking segment, decreased $218 million from the prior year-end to $910totaled $793 million as of December 31, 2021,2023 and $840 million as of December 31, 2022. This portfolio primarily consists of consumer-related credits, including home equity and other personal consumer loans, credit card receivables, and automobile loans. The $47 million decrease was driven by net repayments, ofpartially offset by an increase in consumer construction loans.
Allowance for Credit Losses
The ACL is maintained at a level sufficient to provide appropriate reserves to absorb estimated future credit losses in accordance with GAAP. For additional information regarding the ACL, see Notes 1 and 54 to the consolidated financial statements included as a part of this Report.
The ALLL was $670increased to $773 million as of December 31, 2021,2023, or 1.22%1.26% of total loans and leases, a decrease of $293 millioncompared to
$685 million, or 43 basis points from1.18% of total loans and leases, at the end of 2020, reflecting improvement in the macroeconomic forecast, positive credit grade migration, and lower loan balances.2022. The ACL to total loans and leases ratio decreasedincreased to 1.34%1.40% as of December 31, 20212023 from 1.80%1.33% as of December 31, 2020.
Consolidated Net Charge-offs
Net charge-offs were $2 million in 2021 compared to $120 million in 2020. As a percentage of average total loans and leases, net charge-offs improved 26 basis points from 2020.
Net charge-offs2022. The increase in the C&I portfolio were $13 million, a decreaseALLL balance reflects the impact of $107 million from 2020, driven by lower energy-related charge-offs as well as continued improvement in overall asset quality. Net charge-offs inloan growth, an evolving macroeconomic outlook, and modest grade migration.
the commercial real estate portfolio were minimal in both 2021 and 2020.
In the consumer portfolio, net recoveries of $22 million in consumer real estate loans were offset by net charge-offs of $11 million in credit card and other loans. Net recoveries in the consumer loan portfolio in 2020 were $1 million.

Table 7.12
ANALYSIS OF ALLOWANCE FOR CREDIT LOSSES AND CHARGE-OFFS
December 31
(Dollars in millions)202120202019
Allowance for loan and lease losses
C&I$334 $453 $123 
CRE154 242 36 
Consumer real estate163 242 28 
Credit card and other19 26 13 
Total allowance for loan and lease losses$670 $963 $200 
Reserve for remaining unfunded commitments
C&I$46 $65 $
CRE12 10 
Consumer real estate8 10 — 
Credit card and other — — 
Total reserve for remaining unfunded commitments$66 $85 $
Allowance for credit losses
C&I$380 $518 $127 
CRE166 252 38 


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Consumer real estate171 252 28 
Credit card and other19 26 13 
Total allowance for credit losses$736 $1,048 $206 
Period-end loans and leases
C&I$31,068 $33,104 $20,051 
CRE12,109 12,275 4,337 
Consumer real estate10,772 11,725 6,177 
Credit card and other910 1,128 496 
  Total period-end loans and leases$54,859 $58,232 $31,061 
ALLL / loans and leases %
C&I1.07 %1.37 %0.62 %
CRE1.27 %1.97 %0.83 %
Consumer real estate1.51 %2.07 %0.45 %
Credit card and other2.14 %2.34 %2.68 %
   Total ALLL / loans and leases %1.22 %1.65 %0.64 %
ACL / loans and leases %
C&I1.22 %1.56 %0.63 %
CRE1.37 %2.05 %0.88 %
Consumer real estate1.59 %2.15 %0.45 %
Credit card and other2.09 %2.30 %2.62 %
   Total ACL / loans and leases %1.34 %1.80 %0.66 %
Net charge-offs (recoveries)
C&I$13 $120 $27 
CRE 
Consumer real estate(22)(10)(12)
Credit card and other11 11 
   Total net charge-offs$2 $120 $27 
Average loans and leases
C&I$32,010 $27,638 $18,283 
CRE12,314 8,508 4,102 
Consumer real estate10,969 9,191 6,299 
Credit card and other1,005 846 505 
   Total average loans and leases$56,298 $46,183 $29,189 
Charge-off %
C&I0.04 %0.43 %0.15 %
CRE0.01 %0.01 %0.02 %
Consumer real estateNMNMNM
Credit card and other1.05 %1.04 %2.25 %
   Total charge-off % %0.26 %0.09 %
ALLL / net charge-offs
C&I2,645 %376 %453 %
CRE13,189 %43,670 %5,213 %
Consumer real estateNMNMNM
Consolidated Net Charge-offs
Net charge-offs were $170 million in 2023 compared to $59 million in 2022. As a percentage of average total loans and leases, net charge-offs increased 17 basis points from 2022.
Net charge-offs in the C&I portfolio were $142 million, an increase of $89 million from 2022, primarily driven by a $72 million idiosyncratic charge-off related to one client relationship.

Table 7.12
ANALYSIS OF ALLOWANCE FOR CREDIT LOSSES AND CHARGE-OFFS
December 31,
(Dollars in millions)202320222021
Allowance for loan and lease losses
C&I$339 $308 $334 
CRE172 146 154 
Consumer real estate233 200 163 
Credit card and other29 31 19 
Total allowance for loan and lease losses$773 $685 $670 
Reserve for remaining unfunded commitments
C&I$49 $55 $46 
CRE22 22 12 
Consumer real estate12 10 
Credit card and other — — 
Total reserve for remaining unfunded commitments$83 $87 $66 
Allowance for credit losses
C&I$388 $363 $380 
CRE194 168 166 
Consumer real estate245 210 171 
Credit card and other29 31 19 
Total allowance for credit losses$856 $772 $736 
Period-end loans and leases
C&I$32,633 $31,781 $31,068 
CRE14,216 13,228 12,109 
Consumer real estate13,650 12,253 10,772 
Credit card and other793 840 910 
  Total period-end loans and leases$61,292 $58,102 $54,859 
ALLL / loans and leases %
C&I1.04 %0.97 %1.07 %
CRE1.21 1.10 1.27 
Consumer real estate1.71 1.63 1.51 
Credit card and other3.63 3.72 2.14 
   Total ALLL / loans and leases %1.26 %1.18 %1.22 %


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Credit card and other185 %299 %117 %
   Total ALLL / net charge-offs30,641 %808 %739 %
ACL / loans and leases %
C&I1.19 %1.14 %1.22 %
CRE1.36 1.27 1.37 
Consumer real estate1.79 1.71 1.59 
Credit card and other3.63 3.72 2.09 
   Total ACL / loans and leases %1.40 %1.33 %1.34 %
Net charge-offs (recoveries)
C&I$142 $53 $13 
CRE15 — — 
Consumer real estate(5)(14)(22)
Credit card and other18 20 11 
   Total net charge-offs$170 $59 $
Average loans and leases
C&I$32,390 $30,969 $32,010 
CRE13,785 12,722 12,314 
Consumer real estate13,179 11,397 10,969 
Credit card and other815 864 1,005 
   Total average loans and leases$60,169 $55,952 $56,298 
Charge-off %
C&I0.44 %0.17 %0.04 %
CRE0.10 — 0.01 
Consumer real estateNMNMNM
Credit card and other2.18 2.39 1.05 
   Total charge-off %0.28 %0.11 %— %
ALLL / net charge-offs
C&I239 %578 %2,645 %
CRE1,097 NM13,189 
Consumer real estateNMNMNM
Credit card and other162 151 185 
   Total ALLL / net charge-offs455 %1,155 %30,641 %
NM - not meaningful
Nonperforming Assets
Nonperforming loans are loans placed on nonaccrual if it becomes evident that full collection of principal and interest is at risk, if impairment has been recognized as a partial charge-off of principal balance due to insufficient collateral value and past due status, or (on a case-by-case basis), if FHN continues to receive payments but there are other borrower-specific issues. Included in nonaccrualsnonaccrual are loans onfor which FHN continues to receive payments, including residential real estate loans where the borrower has been discharged of personal obligation through bankruptcy. NPAs consist of nonperforming loans and
leases and OREO (excluding OREO from government insuredgovernment-insured mortgages).
Reflecting an overall improvement in asset quality, totalTotal NPAs (including NPL HFS) decreased $121increased $142 million to $285$469 million as of December 31, 2021,2023, largely driven by an increase in non-accrual CRE loans predominantly in the office sector. As remote work became more prevalent over the last few years, office vacancy rates have risen industry-wide, which in conjunction with a higher level of interest rates, increased pressure on cash flows and thevaluations. The ratio of nonperforming loans and leases to total loans decreased 16and leases increased 21 basis points to 0.50%0.75%. The decrease in nonperforming loans was driven primarily by the CRE and consumer real estate portfolios.
Certain nonperforming loans in both the commercial and consumer portfolios are deemed collateral-dependent and are charged down to an estimate of collateral value less costs to sell. Because the estimated loss has been recognized through a partial charge-off, typically an ALLL is not recorded.

Table 7.13

NONACCRUAL/NONPERFORMING LOANS, FORECLOSED ASSETS, & OTHER DISCLOSURES (a) (b)
December 31
(Dollars in millions)202120202019
Nonperforming loans and leases
C&I$125 $144 $74 
CRE9 58 
Consumer real estate138 182 86 
Credit card and other3 — 
  Total nonperforming loans and leases (c) (d)$275 $386 $162 
Nonperforming loans held-for-sale (d)$7 $$
Foreclosed real estate and other assets (e)3 15 16 
Total nonperforming assets (d) (f)$285 $406 $182 
Nonperforming loans and leases to total loans and leases
C&I0.40 %0.43 %0.37 %
CRE0.08 %0.48 %0.04 %
Consumer real estate1.29 %1.56 %1.39 %
Credit card and other0.31 %0.18 %0.07 %
   Total NPL %0.50 %0.66 %0.52 %
ALLL / NPLs
C&I268 %315 %166 %
CRE1,671 %415 %1,973 %
Consumer real estate118 %133 %33 %
Credit card and other699 %1313 %3892 %
   Total ALLL / NPLs244 %249 %124 %
(a)Balances for 2019 do not include PCI loans even though the client may be contractually past due. PCI loans were recorded at fair value upon acquisition and accreted interest income over the remaining life of the loan. PCI loans were transitioned to PCD status upon adoption of CECL.


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ITEM 7. MANAGEMENT'S DISCUSSION & ANALYSIS (MD&A)
(b)Unless otherwise noted, increases in balances from 2019 to 2020 were primarily driven by acquired nonperforming assets.Table 7.13
(c)Under the original terms of the loans, estimated interest income would have been approximately $19 million, $18 million, and $11 million during 2021, 2020 and 2019, respectively.NONPERFORMING ASSETS
(d)
December 31,
(Dollars in millions)202320222021
Nonperforming loans and leases
C&I$184 $153 $125 
CRE136 
Consumer real estate140 152 138 
Credit card and other2 
  Total nonperforming loans and leases (a) (c)$462 $316 $275 
Nonperforming loans held for sale (a)$3 $$
Foreclosed real estate and other assets (b)4 
Total nonperforming assets (a) (b)$469 $327 $285 
Nonperforming loans and leases to total loans and leases
C&I0.57 %0.48 %0.40 %
CRE0.96 0.07 0.08 
Consumer real estate1.02 1.24 1.29 
Credit card and other0.30 0.27 0.31 
   Total NPL %0.75 %0.54 %0.50 %
ALLL / NPLs
C&I184 %202 %268 %
CRE126 1,554 1,671 
Consumer real estate167 131 118 
Credit card and other1,202 1,364 699 
   Total ALLL / NPLs167 %217 %244 %
(a) Excludes loans and leases that are 90 or more days past due and still accruing interest.
(e)(b) Excludes government-insured foreclosed real estate. Foreclosed real estate from GNMA loans totaledwere insignificant at December 31, 2023 and 2022 and were $1 million, $2 million, and $2 million at December 31, 2021.
(c) Under the original terms of the loans, estimated interest income would have been approximately $35 million, $21 million, and $19 million during 2023, 2022 and 2021, 2020, and 2019, respectively.

(f)Balances do not include government-insured foreclosed real estate. Balances for 2019 also do not include PCI loans. PCI loans were transitioned to PCD status upon adoption of CECL.

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2023 FORM 10-K ANNUAL REPORT

ITEM 7. MANAGEMENT'S DISCUSSION & ANALYSIS (MD&A)
The following table provides nonperforming assets by business segment:
Table 7.14
NONPERFORMING ASSETS BY SEGMENT
December 31
December 31,
December 31,
December 31,
(Dollars in millions)
(Dollars in millions)
(Dollars in millions)(Dollars in millions)202120202019
Nonperforming loans and leases (a) (b)Nonperforming loans and leases (a) (b)
Regional Banking$163 $216 $45 
Specialty Banking78 117 68 
Corporate34 53 49 
   Consolidated$275 $386 $162 
Nonperforming loans and leases (a) (b)
Nonperforming loans and leases (a) (b)
Regional Banking
Regional Banking
Regional Banking
Specialty Banking
Specialty Banking
Specialty Banking
Corporate
Corporate
Corporate
Consolidated
Consolidated
Consolidated
Foreclosed real estate (c)Foreclosed real estate (c)
Regional Banking$2 $12 $12 
Foreclosed real estate (c)
Specialty Banking 
Corporate1 
   Consolidated$3 $15 $16 
Foreclosed real estate (c)
Regional Banking
Regional Banking
Regional Banking
Specialty Banking
Specialty Banking
Specialty Banking
Corporate
Corporate
Corporate
Consolidated
Consolidated
Consolidated
Nonperforming Assets (a) (b) (c)Nonperforming Assets (a) (b) (c)
Regional Banking$165 $228 $57 
Nonperforming Assets (a) (b) (c)
Specialty Banking78 118 69 
Corporate35 55 52 
   Consolidated$278 $401 $178 
Nonperforming Assets (a) (b) (c)
Regional Banking
Regional Banking
Regional Banking
Specialty Banking
Specialty Banking
Specialty Banking
Corporate
Corporate
Corporate
Consolidated
Consolidated
Consolidated
Nonperforming loans and leases to total loans and leasesNonperforming loans and leases to total loans and leases
Regional Banking0.43 %0.54 %0.27 %
Nonperforming loans and leases to total loans and leases
Specialty Banking0.48 0.68 0.51 
Corporate5.39 5.70 5.22 
   Consolidated0.50 %0.66 %0.52 %
Nonperforming loans and leases to total loans and leases
Regional Banking
Regional Banking
Regional Banking
Specialty Banking
Specialty Banking
Specialty Banking
Corporate
Corporate
Corporate
Consolidated
Consolidated
Consolidated
NPA % (d)NPA % (d)
Regional Banking0.44 %0.57 %0.34 %
NPA % (d)
Specialty Banking0.48 0.68 0.52 
NPA % (d)
Regional Banking
Regional Banking
Regional Banking
Specialty Banking
Specialty Banking
Specialty Banking
Corporate
Corporate
Corporate
Consolidated
Consolidated
Consolidated
Corporate5.51 5.87 5.48 
   Consolidated0.51 %0.69 %0.57 %
(a)Excludes loans and leases that are 90 or more days past due and still accruing interest.
(b)Excludes loans classified as held for sale.
(c)Excludes foreclosed real estate and receivables related to government-insured mortgages ofmortgages. Foreclosed real estate from GNMA loans were insignificant at December 31, 2023 and 2022 and were $1 million $5 million, and $10 million as ofat December 31, 2021, 2020, and 2019, respectively.2021.
(d)Ratio is non-performing assets related to the loan and lease portfolio to total loans plus foreclosed real estate and other assets.



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ITEM 7. MANAGEMENT'S DISCUSSION & ANALYSIS (MD&A)
Lending Assistance for Borrowers
In addition to PPP loans, other customer support initiatives in response to the COVID-19 pandemic include incremental lending assistance for borrowers through delayed payment programs and fee waivers.
The following table provides the UPB of loans related to deferrals granted to FHN’s customers as of December 31, 2021 and December 31, 2020.
Table 7.15
CUSTOMER DEFERRALS
(Dollars in millions)December 31, 2021December 31, 2020
Commercial:
C&I$9 $104 
CRE26 194 
Total Commercial$35 $298 
Consumer:
HELOC$5 $14 
Real estate installment loans44 202 
Credit card and other 
Total Consumer$49 $220 
Total$84 $518 
Commercial deferrals as of December 31, 2021 were comprised primarily of private client (59% or $21 million) and general commercial (40% or $14 million).
To the extent that loans were past due as of December 31, 2021 or December 31, 2020 and had been granted a
deferral, they were excluded from loans past due 30 to 89 days and loans past due 90 days or more in the table and discussion below.
Past Due Loans and Potential Problem Assets
Past due loans are loans contractually past due as to interest or principal payments, but which have not yet been put on nonaccrual status. Loans 90 days or more past due and still accruing were $40$21 million as of December 31, 2021, an increase of $23 million2023 compared to $33 million as of
December 31, 2020, primarily from consumer real estate loans.2022. Loans 30 to 89 days past due increased $8
million from year-end 2020 to $108and still accruing were $85 million as of December 31, 2021,2023 compared to $105 million as a higher level of C&I loansDecember 31, 2022, largely reflecting lower past due were offset by lower consumer real estate loans past due less than 90 days, most notably in the CRE and consumer real estate portfolios.commercial loan balances.


Table 7.15

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ITEM 7. MANAGEMENT'S DISCUSSION & ANALYSIS (MD&A)
Table 7.16
ACCRUING DELINQUENCIES & OTHER CREDIT DISCLOSURES
December 31
(Dollars in millions)202120202019
Accruing loans and leases 30+ days past due
C&I$58 $15 $
CRE13 23 
Consumer real estate70 69 43 
Credit card and other7 10 
   Total accruing loans and leases 30+ days past due$148 $117 $58 
Accruing loans and leases 30+ days past due %
C&I0.19 %0.05 %0.05 %
CRE0.11 0.19 0.02 
Consumer real estate0.65 0.58 0.70 
Credit card and other0.76 0.87 0.93 
   Total accruing loans and leases 30+ days past due %0.27 %0.20 %0.19 %
Accruing loans and leases 90+ days past due (a) (b) (c)
C&I$5 $— $
CRE — — 
Consumer real estate33 16 18 
Credit card and other2 
Total accruing loans and leases 90+ days past due$40 $17 $22 
Loans held for sale
30 to 89 days past due (b)$7 $$
30 to 89 days past due - guaranteed portion (b) (d)2 
90+ days past due (b)24 12 
90+ days past due - guaranteed portion (b) (d)12 10 
December 31,
(Dollars in millions)202320222021
Accruing loans and leases 30+ days past due
C&I$32 $61 $58 
CRE8 11 13 
Consumer real estate57 55 70 
Credit card and other8 11 
   Total accruing loans and leases 30+ days past due$105 $138 $148 
Accruing loans and leases 30+ days past due %
C&I0.10 %0.19 %0.19 %
CRE0.06 0.08 0.11 
Consumer real estate0.42 0.44 0.65 
Credit card and other1.03 1.28 0.76 
   Total accruing loans and leases 30+ days past due %0.17 %0.24 %0.27 %
Accruing loans and leases 90+ days past due (a) (b) (c)
C&I$1 $11 $
CRE — — 
Consumer real estate17 18 33 
Credit card and other3 
Total accruing loans and leases 90+ days past due$21 $33 $40 
Loans held for sale
30 to 89 days past due (b)$12 $10 $
30 to 89 days past due - guaranteed portion (b) (d)8 
90+ days past due (b)9 16 24 
90+ days past due - guaranteed portion (b) (d)4 12 
(a)Excludes loans classified as held for sale.
(b)Amounts are not included in nonperforming/nonaccrual loans.
(c)Amounts are also included in accruing loans and leases 30+ days past due.
(d)Guaranteed loans include FHA, VA, and GNMA loans repurchased through the GNMA buyout program.

Potential problem assets represent those assets where information about possible credit problems of borrowers has caused management to have serious doubts about the borrower’s ability to comply with present repayment terms and includes loans past due 90 days or more and still accruing. This definition is believed to be substantially consistent with the standards established by the Federal banking regulators for loans classified as substandard. At
year-end 2021, potentialPotential problem assets in the loan portfolio decreased $121increased $174 million fromto $666 million as of December 31, 2020 to $597 million on December 31, 2021. The decrease was attributable to an overall improvement in asset quality. The2023.The current expectation of losses from potential problem
assets has been included in management’s analysis for assessing the adequacy of the allowance for loan and lease losses.


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Troubled Debt Restructuring and Loan

ITEM 7. MANAGEMENT'S DISCUSSION & ANALYSIS (MD&A)
Modifications to Borrowers Experiencing Financial Difficulty
As part of FHN’s ongoing risk management practices, FHN attempts to work with borrowers when appropriate to extend or modify loan terms to better align with their current ability to repay. Extensions and modificationsModifications to loans are made in accordance with internal policies and guidelines which conform to regulatory guidance. Each occurrence is unique to the borrower and is evaluated
separately. In a situation where an economic concession has been granted to a borrower that is experiencing financial difficulty, FHN identifies and reports that loan as a TDR.
For loan modifications that were made during 2021 and 2020 that met the TDR relief provisions outlined in either the CARES Act, as extended by the CAA, or revised


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ITEM 7. MANAGEMENT'S DISCUSSION & ANALYSIS (MD&A)
Interagency Guidance, FHN has excluded these modifications from consideration as a TDR, and has excluded loans with these qualifying modifications from designation as a TDR in the information and discussion that follows. See Note 1 - Significant Accounting Policies, Note 3 - Loans and Leases and Note 4 – Loans and Leases- Allowance for Credit Losses for further discussion regarding TDRs andtroubled loan modifications.
Commercial Loan Modifications
As part of FHN’s credit risk management governance processes, the Loan Rehab and Recovery Department (LRRD) is responsible for managing most commercial relationships with borrowers whose financial condition has deteriorated to such an extent that the credits are being consideredindividually reviewed for impairment,expected credit losses, classified as substandard or worse, placed on nonaccrual status, foreclosed or in process of foreclosure, or in active or contemplated litigation. LRRD has the authority and responsibility to enter into workout and/or rehabilitation agreements with troubled commercial borrowers in order to mitigate and/or minimize the amount of credit losses recognized from these problem assets. While every circumstance is different, LRRD will generally use forbearance agreements (generally 6-12 months) as an element of commercial loan workouts, which might include reduced interest rates, reduced payments, release of guarantor, term extensions or entering into short sale agreements. Principal forgiveness may be granted in specific workout circumstances.
The individual impairmentexpected credit loss assessments completed on commercial loans are used in accordance withevaluating the Accounting Standards Codification Topic relatedappropriateness of qualitative adjustments to Troubled Debt Restructurings (“ASC 310-40”) include loans classified as TDRs as well asquantitatively modeled loss expectations for loans that may have been modified yet not classified as TDRs by management. For example, a modification of loan terms that management would generally not consider to be a TDR could be a temporary extension of maturity to allow a borrower to complete an asset sale whereby the proceeds of such transaction are to be paid to satisfy the outstanding debt. Additionally, a modification that extends the term of a loan but does not involve reduction of principal or accrued interest, in which the interest rate is adjusted to reflect current market rates for similarly situated borrowers, is not considered a TDR. Nevertheless, each assessment will take into account any modified terms and will be comprehensive to ensure appropriate impairment assessment.collateral dependent. If individual impairment is identified, management will either hold specific reserves on the amount of impairment, or, if thea loan is collateral dependent, write down the carrying amount of the asseta loan is written down to the net realizable value of the collateral. Each assessment considers any modified terms and is comprehensive to ensure appropriate assessment of expected credit losses.
Consumer Loan Modifications
FHN does not currently participate in any of the loan modification programs sponsored by the U.S. government but does generally structure modified consumer loans using the parameters of the former Home Affordable Modification Program. Generally, a majority of loans
modified under any such proprietary programs are classified as TDRs.
Within the HELOC and real estate installment loans classes of the consumer portfolio segment, TDRstroubled loans are typically modified by reducing the interest rate (in increments of 25 basis points to a minimum of 1% for up to 5 years) and a possible maturity date extension to reach an affordable housing debt-to-income ratio. After 5 years, the interest rate generally returns to the original interest rate prior to modification; for certain modifications, the modified interest rate increases 2% per year until the original interest rate prior to modification is achieved.
Permanent mortgage TDRstroubled loans are typically modified by reducing the interest rate (in increments of 25 basis points to a minimum of 2% for up to 5 years) and a possible maturity date extension to reach an affordable housing debt-to-income ratio. After 5 years, the interest rate steps up 1 percent every year until it reaches the Federal Home Loan Mortgage Corporation Weekly Survey Rate cap. Contractual maturities may be extended to 40 years on permanent mortgages and to 30 years for consumer real estate loans.
Within the credit card class of the consumer portfolio segment, TDRstroubled loans are typically modified through either a short-term credit card hardship program or a longer-term credit card workout program. In the credit card hardship program, borrowers may be granted rate and payment reductions for 6 months to 1 year. In the credit card workout program, clients are granted a rate reduction to 0% and term extensions for up to 5 years to pay off the remaining balance.
Following classification asConsumer loans may also be modified through court-imposed principal reductions in bankruptcy proceedings, which FHN is required to honor unless a TDR, modified loans withinborrower reaffirms the consumer portfolio, which were previously evaluated for impairment on a collective basis determined by their smaller balances and homogenous nature, become subject to the impairment guidance in ASC 310-10-35, which requires individual evaluationrelated debt.
Deposits
Total deposits of the debt for impairment. However, as applicable accounting guidance allows, FHN may aggregate certain smaller-balance homogeneous TDRs and use historical statistics, such as aggregated charge-off amounts and average amounts recovered, along with a composite effective interest rate to measure impairment when such impaired loans have risk characteristics in common.
FHN had $206 million and $307 million portfolio loans classified as held-for-investment TDRs on December 31, 2021 and 2020, respectively, a decrease of $101 million between periods. For these TDRs, including specific reserves, FHN had an allowance for loan and lease losses of $12 million and $15 million, or 6% and 5% of TDR balances,$65.8 billion as of December 31, 20212023 increased $2.3 billion from $63.5 billion as of December 31, 2022. Interest-bearing deposits increased $8.6 billion and 2020, respectively. Additionally,noninterest-bearing deposits decreased $6.3 billion. Deposit growth in 2023 reflected the impact of FHN's deposit marketing campaigns launched in the second quarter. Promotional rates associated with these offerings moderated toward the end of the year, but overall were higher than prior periods contributing to an
increase in funding costs. The rate guarantees on money market deposits in the campaign were short-term and repriced in the back half of the fourth quarter. FHN had $35 millioncontinues to focus on building and $42 million of HFS loans classified as TDRs at year-end 2021deepening relationships to retain new clients from its promotional campaigns.
FHN continues to maintain a well-diversified and 2020, respectively.

stable funding mix across its footprint:


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ITEM 7. MANAGEMENT'S DISCUSSION & ANALYSIS (MD&A)
The following table provides a summary of TDRs for the periods endedAt December 31, 20212023, commercial deposits were $35.9 billion, or 55% of total deposits and 2020.consumer deposits were $29.9 billion, or 45% of total deposits. At December 31, 2022, commercial deposits were $34.4 billion, or 54% of total deposits and consumer deposits were $29.1 billion, or 46% of total deposits.
At December 31, 2023, 38% of deposits were associated with Tennessee, 18% with Florida, 12% with Louisiana, and 12% with North Carolina, with no other state above 10%. These percentages were virtually unchanged from the previous year-end.
Total estimated uninsured deposits were $26.8 billion, or 41% of total deposits, and
Table 7.17
TROUBLED DEBT RESTRUCTURINGS 
(Dollars in millions)
December 31, 2021

December 31, 2020
Held for investment:
Commercial loans:
Current$53 $82 
Delinquent — 
Non-accrual35 84 
         Total commercial loans88 166 
Consumer real estate:
Current$60 $77 
Delinquent4 
Non-accrual (a)53 61 
         Total consumer real estate117 140 
Credit card and other:
Current1 
Delinquent — 
Non-accrual — 
         Total credit card and other1 
Total held for investment$206 $307 
Held for sale:
Current$27 $36 
Delinquent7 
Non-accrual1 
Total held for sale35 42 
Total troubled debt restructurings$241 $349 
(a)Balances$30.3 billion, or 48% of total deposits, as of December 31, 20212023 and 2020, include $12 million and $11 million, respectively,2022, respectively.
Of the uninsured deposits at December 31, 2023, $5.3 billion, or 8% of discharged bankruptcies.
Deposits
Totaltotal deposits, were $74.9 billion as ofcollateralized. At December 31, 2021, up $4.92022, collateralized deposits were $5.0 billion, from $70.0 billion asor 8% of December 31, 2020, driven by a $5.7 billion increase in non-interest bearing deposits as a result of elevated liquidity tied to government stimulus associated with the COVID-19 pandemic. Growth in noninterest-bearing deposits was partially offset by a $1.6 billion decline in timetotal deposits.
The following tables summarize the major components of FHN's total deposits and total estimated uninsured total deposits for 2023, 2022, and 2021 2020, and 2019, as well as the maturities of FHN's uninsured time deposits as of December 31, 2021.2023. See Table 7.2 - Average Balances, Net Interest Income and Yields/Rates in this Report for information on average deposits including average rates paid.

Table 7.16
DEPOSITS
(Dollars in millions)2023Percent of Total2023 Growth Rate2022Percent of Total2022 Growth Rate
Savings$25,082 38 %14 %$21,971 35 %(17)%
Time deposits6,804 10 136 2,887 (18)
Other interest-bearing deposits16,690 26 10 15,165 24 (11)
Total interest-bearing deposits48,576 74 21 40,023 63 (15)
Noninterest-bearing deposits17,204 26 (27)23,466 37 (16)
Total deposits$65,780 100 %4 %$63,489 100 %(15)%


Table 7.17
ESTIMATED UNINSURED DEPOSITS
For the Year Ended December 31,
(Dollars in millions)20232022
Uninsured deposits$26,752 $30,304 
Table 7.18
UNINSURED TIME DEPOSITS BY MATURITY
(Dollars in millions)December 31, 2023December 31, 2022
Portion of U.S. time deposits in excess of insurance limit$1,143 $643 
Time deposits otherwise uninsured with a maturity of:
3 months or less304 198 
Over 3 months through 6 months519 147 
Over 6 months through 12 months282 225 
Over 12 months38 73 


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Table 7.18
DEPOSITS
(Dollars in millions)2021Percent of Total2021 Growth Rate2020Percent of Total2020 Growth Rate2019Percent of Total2019 Growth Rate
Savings$26,457 35 %(3)%$27,324 39 %134 %$11,665 36 %(3)%
Time deposits3,500 5 (31)5,070 40 3,618 11 (12)
Other interest-bearing deposits17,055 23 11 15,415 22 77 8,718 27 
Total interest-bearing deposits47,012 63 (2)47,809 68 99 24,001 74 (2)
Noninterest-bearing deposits27,883 37 26 22,173 32 163 8,429 26 
Total deposits$74,895 100 %7 %$69,982 100 %116 %$32,430 100 %(1)%

Table 7.19
UNINSURED DEPOSITS
For the Year Ended December 31,
(Dollars in millions)202120202019
Uninsured deposits$39,756 $33,057 $12,176 

Table 7.20
UNINSURED TIME DEPOSITS BY MATURITY
(Dollars in millions)December 31, 2021
Portion of U.S. time deposits in excess of insurance limit$515 
Time deposits otherwise uninsured with a maturity of:
3 months or less212 
Over 3 months through 6 months117 
Over 6 months through 12 months124 
Over 12 months62 

Short-Term Borrowings
Short-term borrowings include federal funds purchased, securities sold under agreements to repurchase, trading liabilities, and other short-term borrowings. Total short-term borrowings were $2.6$3.1 billion and $2.8 billion as of December 31, 20212023 and December 31, 2020.2022, respectively.
Short-term borrowings balances fluctuate largely based on the level of FHLB borrowing as a result of loan demand, deposit levels and balance sheet funding strategies. Trading liabilities fluctuate based on various factors,
including levels of trading securities and hedging strategies. Federal funds purchased fluctuates depending on the amount of excess funding of FHN's correspondent bank customers. Balances of securities sold under agreements to repurchase fluctuate based on cost attractiveness relative to FHLB borrowing levels and the ability to pledge securities toward such transactions. See Note 109 - Short-Term Borrowings for additional information.
Term Borrowings
Term borrowings include senior and subordinated borrowings with original maturities greater than one year. Total term borrowings were $1.2 billion and $1.6 billion onas of December 31, 2021, an $80 million decrease from $1.7 billion on2023 and December 31, 2020.2022,
During 2021, FHN redeemed $94respectively. The decrease in term borrowings was attributable to the retirement of $450 million of legacy IBKC junior subordinated debt underlying multiple issuances of trust preferred securities. The redemption resulted in a loss on debt extinguishment of $26 million.senior notes in May 2023. See Note 1110 - Term Borrowings for additional information.


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ITEM 7. MANAGEMENT'S DISCUSSION & ANALYSIS (MD&A)
Capital
Management’s objectives are to provide capital sufficient to cover the risks inherent in FHN’s businesses, to maintain excess capital to well-capitalized standards, and to assureensure ready access to the capital markets.
Total equity of $9.3 billion increased $187$744 million compared to $8.5 billion on December 31, 2021 from $8.3 billion on December 31, 2020.2022. Significant changes included net income of $1.0 billion$916 million and the issuance of $145a $180 million increase in Series F preferred stock, which wereAOCI offset by $416 million in
common share repurchases, $364$367 million in common and preferred dividends, a $148 decrease in AOCI, and $100 million from the call of Series A preferred stock.dividends.
The following tables provide a reconciliation of shareholders’ equity from the Consolidated Balance Sheets to Common Equity Tier 1, Tier 1 and Total Regulatory Capital as well as certain selected capital ratios:
Table 7.21a
REGULATORY CAPITAL DATA
(Dollars in millions)December 31, 2021December 31, 2020
FHN shareholders’ equity$8,199 $8,012 
Modified CECL transitional amount (a)114 191 
FHN non-cumulative perpetual preferred(520)(470)
Common equity tier 1 before regulatory adjustments$7,793 $7,733 
Regulatory adjustments:
Disallowed goodwill and other intangibles(1,711)(1,757)
Net unrealized (gains) losses on securities available for sale36 (108)
Net unrealized (gains) losses on pension and other postretirement plans255 260 
Net unrealized (gains) losses on cash flow hedges(3)(12)
Disallowed deferred tax assets(2)(5)
Other deductions from common equity tier 1(1)(1)
Common equity tier 1$6,367 $6,110 
FHN non-cumulative perpetual preferred (b)426 377 
Qualifying noncontrolling interest—First Horizon Bank preferred stock295 295 
Tier 1 capital$7,088 $6,782 
Tier 2 capital830 1,153 
Total regulatory capital$7,918 $7,935 
Risk-Weighted Assets
First Horizon Corporation$64,183 $63,140 
First Horizon Bank63,601 62,508 
Average Assets for Leverage
First Horizon Corporation87,683 82,347 
First Horizon Bank86,953 81,709 



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ITEM 7. MANAGEMENT'S DISCUSSION & ANALYSIS (MD&A)
Table 7.21b7.19a
REGULATORY CAPITAL DATA
(Dollars in millions)December 31, 2023December 31, 2022
FHN shareholders’ equity$8,996 $8,252 
Modified CECL transitional amount (a)57 85 
FHN non-cumulative perpetual preferred(520)(1,014)
Common equity tier 1 before regulatory adjustments$8,533 $7,323 
Regulatory adjustments:
Disallowed goodwill and other intangibles$(1,617)$(1,658)
Net unrealized (gains) losses on securities available for sale836 972 
Net unrealized (gains) losses on pension and other postretirement plans273 269 
Net unrealized (gains) losses on cash flow hedges79 126 
Common equity tier 1$8,104 $7,032 
FHN non-cumulative perpetual preferred (b)426 920 
Qualifying noncontrolling interest—First Horizon Bank preferred stock295 295 
Tier 1 capital$8,825 $8,247 
Tier 2 capital1,097 975 
Total regulatory capital$9,922 $9,222 
Risk-Weighted Assets
First Horizon Corporation$71,074 $69,163 
First Horizon Bank70,635 68,728 
Average Assets for Leverage
First Horizon Corporation$82,540 $79,583 
First Horizon Bank81,898 78,923 
Table 7.19b
REGULATORY RATIOS & AMOUNTS
December 31, 2021December 31, 2020 December 31, 2023December 31, 2022
(Dollars in millions)(Dollars in millions)RatioAmountRatioAmount(Dollars in millions)RatioAmountRatioAmount
Common Equity Tier 1Common Equity Tier 1
First Horizon CorporationFirst Horizon Corporation9.92 %$6,367 9.68 %$6,110 
First Horizon Corporation
First Horizon Corporation
First Horizon BankFirst Horizon Bank10.75 6,838 10.46 6,537 
Tier 1Tier 1
First Horizon Corporation
First Horizon Corporation
First Horizon CorporationFirst Horizon Corporation11.04 7,088 10.74 6,782 
First Horizon BankFirst Horizon Bank11.22 7,133 10.93 6,832 
TotalTotal
First Horizon CorporationFirst Horizon Corporation12.34 7,918 12.57 7,935 
First Horizon Corporation
First Horizon Corporation
First Horizon BankFirst Horizon Bank12.41 7,893 12.52 7,827 
Tier 1 LeverageTier 1 Leverage
First Horizon Corporation
First Horizon Corporation
First Horizon CorporationFirst Horizon Corporation8.08 7,088 8.24 6,782 
First Horizon BankFirst Horizon Bank8.20 7,133 8.36 6,832 
Other Capital RatiosOther Capital Ratios
Total period-end equity to period-end assetsTotal period-end equity to period-end assets9.53 9.86 
Total period-end equity to period-end assets
Total period-end equity to period-end assets
Tangible common equity to tangible assets (c)
Tangible common equity to tangible assets (c)
Tangible common equity to tangible assets (c)Tangible common equity to tangible assets (c)6.73 6.89 
Adjusted tangible common equity to risk weighted assets (c)Adjusted tangible common equity to risk weighted assets (c)9.20 8.82 
Adjusted tangible common equity to risk weighted assets (c)
Adjusted tangible common equity to risk weighted assets (c)
(a)    The modified CECL transitional amount is calculated as defined in the final rule issued by the banking regulators on August 26, 2020 and includes the full amount of the impact to retained earnings from the initial adoption of CECL plus 25% of the change in the adjusted allowance for credit losses since FHN’s initial adoption of CECL through December 31, 2021.2023.
(b)    The $94 million carrying value of the Series D preferred stock does not qualify as Tier 1 capital because the earliest redemption date is less than five years from the issuance date.
(c)    Tangible common equity to tangible assets and adjusted tangible common equity to risk-weighted assets are non-GAAP measures and are reconciled to total equity to total assets (GAAP) in the Non-GAAP to GAAP Reconciliation - Table 7.30.7.28.


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ITEM 7. MANAGEMENT'S DISCUSSION & ANALYSIS (MD&A)
Banking regulators define minimum capital ratios for bank holding companies and their bank subsidiaries. Based on the capital rules and definitions prescribed by the banking regulators, should any depository institution’s capital ratios decline below predetermined levels, it would become subject to a series of increasingly restrictive regulatory actions.
The system categorizes a depository institution’s capital position into one of five categories ranging from well-capitalized to critically under-capitalized. For an institution the size of FHN to qualify as well-capitalized, Common Equity Tier 1, Tier 1 Capital, Total Capital, and Leverage capital ratios must be at least 6.50%, 8.00%, 10.00%, and 5.00%, respectively. Furthermore, a capital conservation buffer of 50 basis points above these levels must be maintained on the Common Equity Tier 1, Tier 1 Capital and Total Capital ratios to avoid restrictions on dividends, share repurchases and certain discretionary bonuses.
As of December 31, 2021,2023, both FHN and First Horizon Bank had sufficient capital to qualify as well-capitalized institutions and to meet the capital conservation buffer requirement. Capital ratios for both FHN and First Horizon Bank as of
December 31, 20212023 are calculated under the final rule issued by the banking regulators in late August 2020 to delay the effects of CECL on regulatory capital for two years, followed by a three-year transition period.
For both FHN, the Tier 1 and First Horizon Bank, theTotal risk-based regulatory capital ratios increased in 20212023 relative to 20202022 primarily from the net positive impact of net income less dividends and share repurchases. FHN'sdividends. The increase in the Common Equity Tier 1 Capital ratio further benefited from the issuance in 2021 of its Series F preferred stock, partially offsetfor FHN was largely driven by the retirementconversion of itsthe Series A preferredG Preferred Stock to common stock. FHN's Total Capital ratio as of December 31, 2021 was unfavorably impacted by the retirement of legacy IBKC trust preferred securities, which qualified as Tier 2 capital. The Tier 1 Leverage ratio for both FHN and First Horizon Bank decreased from December 31, 2020 as a result of an increase in average assets.
During 2022,2024, capital ratios are expected to remain above well-capitalized standards plus the required capital conservation buffer.
Stress Testing
The Economic Growth, Regulatory Relief, and Consumer Protection Act, along with an interagency regulatory statement effectively exempted both FHN and First
Horizon Bank from Dodd-Frank Act stress testing requirements starting in 2018.


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ITEM 7. MANAGEMENT'S DISCUSSION & ANALYSIS (MD&A)
For 2021,2023, FHN and First Horizon Bank completed a company run stress test using the Comprehensive Capital Analysis and Review (CCAR) Resubmission scenarios published in February 2021.2023. Results of these tests indicate that both FHN and First Horizon Bank would be able to maintain capital well in excess of Basel III Adequately Capitalized standards under the hypothetical severe global recession of the 20212023 CCAR Resubmission Severely Adverse scenario. A summary of those results was posted in the “News & Events-Stress Testing“Fixed Income - Stress
Test Results” section on FHN’s investor relations website on June 28, 2021.September 29, 2023. Neither FHN’s stress test posting, nor any other material found on
FHN’s website generally, is part of this report or incorporated herein.
FHN anticipates that it will continue performing an annual enterprise-wide stress test as part of its capital and risk management process. Results of this test will be presented to executive management and the Board.
The disclosures in this “Stress Testing” section include forward-looking statements. Please refer to “Forward-Looking Statements” for additional information concerning the characteristics and limitations of statements of that type.
Common Stock Purchase Programs
Pursuant toIf and as authorized by its Board authority,of Directors, FHN may repurchase shares of its common stock from time to time and will evaluate the level of capital and take action designed to generate or use capital, as appropriate, for the interests of the shareholders, subject to legal and regulatory restrictions. FHN's Board authorized two common stock purchase programs, described below, that operated and expired during the fourth quarter of 2023. In 2024, FHN's Board replaced one of those programs. FHN’s Board has not authorized a preferred stock purchase program.
2021 General Purchase Program
On January 23, 2018, FHN announced a $250 million share purchase authority with an expiration date of January 31, 2020. On January 29, 2019, FHN announced a $250 million increase in that authority (to $500 million total) along with an extension of the expiration date to January 31, 2021. The 2018 program has been terminated, as described in the next paragraph.
On January 27, 2021, FHN announced that its Board of Directors approved a new $500 million common share purchase program that was to expire on January 31, 2023, replacing
the 2018 program, which was terminated.2023. On October 26, 2021, FHN announced that the 2021 program had been increased by $500 million and
extended to October 31, 2023. LikeThe 2021 program was not further extended.
The 2021 program was not tied to any compensation plan. Purchases could be made in the 2018open market or through privately negotiated transactions, including under Rule 10b5-1 plans as well as accelerated share repurchase and other structured transactions. The timing and exact amount of common share repurchases were subject to various factors, including FHN's capital position, financial performance, expected capital impacts of strategic initiatives, market conditions, business conditions, and regulatory considerations. FHN did not purchase shares under this program during blackout periods when senior executives were prohibited from purchasing FHN stock on the open market.
As of expiration at October 31, 2023, $401 million in purchases had been made under the 2021 program at an average price per share of $16.60, or $16.58 excluding


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ITEM 7. MANAGEMENT'S DISCUSSION & ANALYSIS (MD&A)
commissions. The pendency of the TD Transaction resulted in no purchases under the 2021 program since the Transaction was announced in 2022. No additional
purchases were made under the 2021 program in 2023 before it expired.
Table 7.20a
COMMON STOCK PURCHASES—2021 GENERAL PROGRAM
(Dollar values and volume in thousands, except per share data)Total number of shares purchasedAverage price paid per share (a)Total number of shares purchased as part of publicly announced programsMaximum approximate dollar value that may yet be purchased under the programs (b)
2023
October 1 to October 31— N/A— $598,646 
November 1 to November 30— N/A— — 
December 1 to December 31— N/A— — 
Total— N/A— 
(a)    Represents total costs including commissions paid
(b)    For October, value given as of immediately prior to program expiration on October 31, 2023.

2024 General Purchase Program
On January 23, 2024, FHN announced that its Board of Directors approved a new $650 million common share purchase program that is scheduled to expire on January 31, 2025. The 2024 program is not tied to any compensation plan. Purchases may be made in the open market or through privately negotiated transactions, including under Rule 10b5-1 plans as well as accelerated share repurchase and other structured transactions. The timing and exact amount of common share repurchases will beare subject to various factors, including FHN's capital position, financial performance, expected capital impacts of strategic initiatives, market conditions, business conditions, and regulatory considerations.
As of December 31, 2021, $401 million in purchases had been made life-to-date FHN does not purchase shares under this authority at an average price per share of $16.60, or $16.58 excluding commissions.
program during blackout periods when senior executives are prohibited from purchasing FHN stock on the open market.
Table 7.22a
COMMON STOCK PURCHASES—GENERAL PROGRAM
(Dollar values and volume in thousands, except per share data)Total number
of shares
purchased
Average price
paid per share (a)
Total number of
shares purchased
as part of publicly
announced programs
Maximum approximate dollar value that may yet be purchased under the programs
2021
October 1 to October 311,120 $17.00 1,120 $723,523 
November 1 to November 304,475 $17.19 4,475 $646,603 
December 1 to December 312,925 $16.40 2,925 $598,646 
Total8,520 $16.89 8,520 
(a)    Represents total costs including commissions paid

2004 Compensation Plans Purchase Program
A consolidated compensation plan share purchase program was announced on August 6, 2004. This program consolidated into a single share purchase program all of the previously authorized compensation plan share programs as well as the renewal of the authorization to purchase shares for use in connection with two compensation plans for which the share purchase authority had expired. The primary objectives of this program were to mitigate dilution resulting from shares issued in connection with
authority had expired. FHN's various stock-based compensation plans, and to implement automatic stock purchases related to tax withholding obligations associated with stock-based awards. For many years, the program was used entirely for the second objective.
The total amount authorized under this consolidated compensation plan share purchase program iswas 29.6 million shares calculated before adjusting for stock dividends distributed through January 1, 2011. The authorization has beenwas reduced for that portion which relatesrelated to compensation plans for which no optionsstock option awards remain outstanding. The shares may be purchased over the option exercise period of the various compensation plansprogram expired on or before December 31, 2023. Purchases may be


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ITEM 7. MANAGEMENT'S DISCUSSION & ANALYSIS (MD&A)
Prior to expiration, purchases could have been made in the open market or through privately negotiated transactions and arewere subject to various factors including FHN's capital position, financial performance, capital impacts of strategic initiatives, market conditions and regulatory considerations. However, as mentioned above, even though general repurchases were authorized, for many years FHN's use of this program was limited to automatically withholding shares associated with vested stock awards to cover tax obligations.
As of December 31, 2021,2023, immediately prior to expiration, the
maximum number of shares that maycould be purchased under the program was 2322 million shares. Management currently does not anticipate purchasing a material number of shares under this authority during 2022.


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ITEM 7. MANAGEMENT'S DISCUSSION & ANALYSIS (MD&A)
Table 7.22b7.20b
COMMON STOCK PURCHASES—2004 COMPENSATION PLANS PROGRAM
(Volume in thousands, except per share data)(Volume in thousands, except per share data)Total number
of shares
purchased
Average price
paid per share
Total number of
shares purchased
as part of publicly
announced programs
Maximum number
of shares that may
yet be purchased
under the programs
(Volume in thousands, except per share data)Total number
of shares
purchased
Average price
paid per share
Total number of
shares purchased
as part of publicly
announced programs
Maximum number
of shares that may
yet be purchased
under the programs (a)
2021
2023
October 1 to October 31
October 1 to October 31
October 1 to October 31October 1 to October 31*$16.73 *23,150 
November 1 to November 30November 1 to November 3017.30 23,148 
December 1 to December 31December 1 to December 3116.26 23,143 
TotalTotal$16.59 
* Amount is less than 500(a)    For December, number given as of immediately prior to program expiration on December 31, 2023.

Automatic Off-Market Tax Withholding Purchases
The 2004 compensation plans program has not been renewed or replaced with a formal program. After 2023, as authorized by FHN's Board and the Board's Compensation Committee, FHN will continue to make automatic stock purchases by withholding shares associated with stock-based awards to cover tax
obligations associated with those awards. Those limited, off-market purchases no longer will be connected to a traditional, announced purchase program. As has been true in the past, automatic tax withholding purchases are not subject to trading blackouts which affect senior executives or the general purchase program.

Risk Management
FHN derives revenue from providing services and, in many cases, assuming and managing risk for profit which exposes FHN to business strategy andstrategic, reputational, liquidity, market, capital adequacy, operational, compliance, legal, and credit risks that require ongoing oversight and management. FHN has an enterprise-wide approach to risk governance, measurement, management, and reporting including an economic capital allocation process that is tied to risk profiles used to measure risk-adjusted returns. Through an enterprise-wide risk governance structure and a statement of risk appetiteRisk Appetite Statement approved by the Board, management continually evaluates the balance of risk/return and earnings volatility with shareholder value.
FHN’s enterprise-wide risk governance structure begins with the Board. The Board, working with the Executive & Risk Committee of the Board, establishes FHN’s risk appetite by approving policies and limits that provide standards for the nature and the level of risk FHN is willing to assume. The Board regularly receives reports on management’s performance against FHN’s risk appetite primarily through the Board’s Executive & Risk and Audit Committees.
To further support the risk governance provided by the Board, FHN has established accountabilities, control processes, procedures, and a management governance structure designed to align risk management with risk-taking throughout FHN. The control procedures are aligned with FHN’s four components of risk governance: (1) Specific Risk Committees; (2) the Risk Management Organization; (3) Business Unit Risk Management; and (4) Independent Assurance Functions.

1.Specific Risk Committees: The Board has delegated authority to the Chief Executive Officer to manage Business StrategyStrategic Risk and ReputationReputational Risk, and the general business affairs of FHN under the Board’s oversight. The CEO utilizes the executive management team and the Management Risk Committee to carry out these duties and to analyze existing and emerging strategic and reputationreputational risks and determines the appropriate course of action. The Management Risk Committee is comprised of the CEO and certain officers designated by the CEO. The Management Risk Committee is supported by a set of specific risk committees focused on unique risk types (e.g. liquidity, credit, operational, etc.). These risk committees provide a mechanism that assembles the necessary expertise and perspectives of the management team to discuss emerging risk issues, monitor FHN’s risk-taking activities, and evaluate specific transactions and exposures. These committees also monitor the direction and trend of risks relative to business strategies and market conditions and direct management to respond to risk issues.
2.The Risk Management Organization: FHN’s risk management organization, led by the Chief Risk Officer and Chief Credit Officer, provides objective oversight of risk-taking activities. The risk management organization translates FHN’s overall risk appetite into approved limits and formal policies and is supported by corporate staff functions, including the Corporate Secretary, Legal, Finance, Human Resources, and Technology. Risk management also works with business units and functional experts to establish appropriate operating standards and monitor business practices in relation to those standards. Additionally, risk management proactively works with business units


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practices in relation to those standards. Additionally, risk management proactively works with business units and senior management to focus management on key risks in FHN and emerging trends that may change FHN’s risk profile. The Chief Risk Officer has overall responsibility and accountability for enterprise risk management and aggregate risk reporting.
3.Business Unit Risk Management: FHN’s business units are responsible for identifying, acknowledging, quantifying, mitigating, and managing all risks arising within their respective units. They determine and execute their business strategies, which puts them closest to the changing nature of risks and they are best able to take the needed actions to manage and mitigate those risks. The business units are supported by the risk management organization that helps identify and consider risks when making business decisions. Management processes, structure, and policies are designed to help ensure compliance with laws and regulations as well as provide organizational clarity for authority, decision-making, and accountability. Business units have designated control processes to help mitigate their identified risks and business units attest to the effectiveness of those
controls. The risk governance structure supports and promotes the escalation of material items to executive management and the Board.
4.Independent Assurance Functions: Internal Audit, Credit Assurance Services (CAS), Compliance Testing, and Model Validation provide an independent and objective assessment of the design and execution of FHN’s internal control system, including management processes, risk governance, and policies and procedures. These groups’ activities are designed to provide reasonable assurance that risks are appropriately identified and communicated; resources are safeguarded; significant financial, managerial, and operating information is complete, accurate, and reliable; and employee actions are in compliance with FHN’s policies and applicable laws and regulations. Internal Audit and CAS report to the Chief Audit Executive, who is appointed by and reports to the Audit Committee of the Board. Internal Audit reports quarterly to the Audit Committee of the Board, while CAS reports quarterly to the Executive & Risk Committee of the Board. Compliance Testing and Model Validation report to the Chief Risk Officer and report annually to the Audit Committee of the Board.

Market Risk Management
Market risk is the risk that changes in market conditions will adversely impact the value of assets or liabilities, or otherwise negatively impact FHN’s earnings. Market risk is inherent in the financial instruments associated with FHN’s operations, primarily trading activities within FHN Financial, but also through non-trading activities which are primarily affected by interest rate risk that is managed by the ALCO within FHN.
FHN is exposed to market risk related to the trading securities inventory and loans held for sale maintained by FHN Financial in connection with its fixed income distribution activities. Various types of securities inventory positions are procured for distribution to clients by the sales staff. When these securities settle on a delayed basis, they are considered forward contracts. Refer to the "Determination of Fair Value - Trading securities and trading liabilities" section of Note 2423 - Fair Value of Assets and Liabilities, which section is incorporated into this MD&A by this reference.
FHN’s market risk appetite is approved by the Executive & Risk Committee of the Board of Directors and executed through management policies and procedures of ALCO and the FHN Financial Risk Committee. These policies contain various market risk limits including, for example,
VaR limits for the trading securities inventory, and individual position limits and sector limits for products with credit risk, among others. Risk measures are computed and reviewed on a daily basis to ensure compliance with market risk management policies.
Value-at-Risk and Stress Testing
VaR is a statistical risk measure used to estimate the potential loss in value from adverse market movements over an assumed fixed holding period within a stated confidence level. FHN employs a model to compute daily VaR measures for its trading securities inventory. FHN computes VaR using historical simulation with a 1-year lookback period at a 99% confidence level with 1-day and 10-day time horizons. Additionally, FHN computes a Stressed VaR measure. The SVaR computation uses the same model but with model inputs reflecting historical data from a continuous 12-month period that reflects a period of significant financial stress appropriate for our trading securities portfolio.

A summary of FHN's VaR and SVaR measures for 1-day and 10-day time horizons is presented in the following table:


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Table 7.237.21
VaR & SVaR MEASURES
Year Ended December 31, 2021As of
December 31, 2021
Year Ended December 31, 2023As of
December 31, 2023
(Dollars in millions)(Dollars in millions)MeanHighLow
1-day1-day
1-day
1-day
VaR
VaR
VaRVaR$1 $4 $1 $2 
SVaRSVaR4 7 2 5 
10-day10-day
VaRVaR5 21 1 5 
VaR
VaR
SVaRSVaR18 27 11 22 
Year Ended December 31, 2020As of
December 31, 2020
Year Ended December 31, 2022As of
December 31, 2022
(Dollars in millions)(Dollars in millions)MeanHighLow
1-day1-day
1-day
1-day
VaR
VaR
VaRVaR$$$$
SVaRSVaR18 
10-day10-day
VaRVaR13 25 10 
VaR
VaR
SVaRSVaR18 43 10 
FHN’s overall VaR measure includes both interest rate risk and credit spread risk. Separate measures of these component risks are as follows:
Table 7.247.22
SCHEDULE OF RISKS INCLUDED IN VaR
As of December 31, 2021As of December 31, 2020 As of December 31, 2023As of December 31, 2022
(Dollars in millions)(Dollars in millions)1-day10-day1-day10-day(Dollars in millions)1-day10-day1-day10-day
Interest rate riskInterest rate risk$1 $1 $$
Credit spread riskCredit spread risk1 1 

The potential risk of loss reflected by FHN’s VaR measures assumes the trading securities inventory is static. Because FHN Financial procures fixed income securities for purposes of distribution to clients, its trading securities inventory turns over regularly. Additionally, FHNF traders actively manage the trading securities inventory continuously throughout each trading day. Accordingly, FHNF’s trading securities inventory is highly dynamic, rather than static. As a result, it would be rare for FHNF to incur a negative revenue day in its fixed income activities at the levels indicated by its VaR measures.
In addition to being used in FHN’s daily market risk management process, the VaR and SVaR measures are also used by FHN in computing its regulatory market risk capital requirements in accordance with the Market Risk Capital rules. For additional information regarding FHN's capital adequacy refer to the Capital section of this MD&A.
FHN also performs stress tests on its trading securities portfolio to calculate the potential loss under various
assumed market scenarios. Key assumed stresses used in those tests are:
Down 25 bps - assumes an instantaneous downward move in interest rates of 25 basis points at all points on the interest rate yield curve.
Up 25 bps - assumes an instantaneous upward move in interest rates of 25 basis points at all points on the interest rate yield curve.
Curve flattening - assumes an instantaneous flattening of the interest rate yield curve through an increase in short-term rates and a decrease in long-term rates. The 2-year point on the Treasury yield curve is assumed to increase 15 basis points and the 10-year point on the Treasury yield curve is assumed to decrease 15 basis points. Shifts in other points on the yield curve are predicted based on their correlation to the 2-year and 10-year points.
Curve steepening - assumes an instantaneous steepening of the interest rate yield curve through a decrease in short-term rates and an increase in long-


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term rates. The 2-year point on the Treasury yield curve is assumed to decrease 15 basis points and the 10-year point on the Treasury yield curve is assumed to increase 15 basis points. Shifts in other points on the yield curve are predicted based on their correlation to the 2-year and 10-year points.
Credit spread widening - assumes an instantaneous increase in credit spreads (the difference between yields on Treasury securities and non-Treasury securities) of 25 basis points.
Model Validation
Trading risk management personnel within FHN Financial have primary responsibility for model risk management
with respect to the model used by FHN to compute its VaR measures and perform stress testing on the trading inventory. Among other procedures, these personnel monitor model results and perform periodic backtesting as part of an ongoing process of validating the accuracy of the model. These model risk management activities are subject to annual review by FHN’s Model Validation Group, an independent assurance group charged with oversight responsibility for FHN’s model risk management.

Interest Rate Risk Management
Interest rate risk is the risk to earnings or capital arising from movement in interest rates. ALCO is responsible for overseeing the management of existing and emerging interest rate risk for the company within risk tolerances established by the Board. FHN primarily manages interest rate risk by structuring the balance sheet to maintain a desired level of associated earnings and to protect the economic value of FHN’s capital.
Net interest income and the value of equity are affected by changes in the level of market interest rates because of the differing repricing characteristics of assets and liabilities, the exercise of prepayment options held by loan clients, the early withdrawal options held by deposit clients, and changes in the basis between and changing shapes of the various yield curves used to price assets and liabilities. To isolate the repricing, basis, option, and yield curve components of overall interest rate risk, FHN employs Gap, EarningsNet Interest Income at Risk, and Economic Value of Equity analyses generated by a balance sheet simulation model.
Net Interest Income Simulation Analysis
The information provided in this section, including the discussion regarding the outcomes of simulation analysis and rate shock analysis, is forward-looking. Actual results, if the assumed scenarios were to occur, could differ because of interest rate movements, the ability of management to execute its business plans, and other factors, including those presented in the Forward-Looking Statements section of this Report.
Management uses a simulation model to measure interest rate risk and to formulate strategies to improve balance sheet positioning, earnings, or both, within FHN’s interest rate risk, liquidity, and capital guidelines. Interest rate exposure is measured by forecasting 12 months of NII under various interest rate scenarios and comparing the percentage change in NII for each scenario to a base case scenario where interest rates remain unchanged. Assumptions are made regarding future balance sheet composition, interest rate movements, and loan and
deposit pricing. In addition, assumptions are made about the magnitude of asset prepayments and earlier than anticipated deposit withdrawals. The results of these scenarios help FHN develop strategies for managing exposure to interest rate risk. While management believes the assumptions used and scenarios selected in its simulations are reasonable, simulation modeling provides only an estimate, not a precise calculation, of exposure to any given change in interest rates.
Based on a static balance sheet as of December 31, 2021,2023, NII exposures over the next 12 months assuming rate shocks of plusplus/minus 25 basis points, plus/minus 50 basis points, plus/minus 100 basis points, and plus 200 basis points are estimated to have favorable variances as shown in the table below.
Table 7.257.23
INTEREST RATE SENSITIVITY
Shifts in Interest Rates
(in bps)
% Change in Projected Net Interest Income
+253.7%
+507.6%
+10016.4%
+20029.5%
Shifts in Interest Rates
(in bps)
% Change in Projected Net Interest Income
-100(3.6)%
-50(1.7)%
-25(0.9)%
+250.7%
+501.4%
+1002.6%
+2003.3%
A steepening yield curve scenario, where long-term rates increase by 50 basis points and short-term rates are static, results in a favorable NII variance of 0.8%0.4%. A flattening yield curve scenario where long-term rates decrease by 50 basis points and short-term rates are static, results in an unfavorable NII variance of 1.1%0.5%. Rate shocks of minus 25 basis points and 50 basis points result in unfavorable NII variances of 1.9% and 2.7%, assuming the absence of negative rates. These hypothetical scenarios are used to create a risk measurement framework, and do not necessarily represent management’s current view of future interest rates or market developments.
FHN’s net interest income has been impacted by the disruption from the COVID-19 pandemic and its variants as well as the low-rate environment. The impact of


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government stimulus programs and other developments have also influenced net interest income results, although the impacts from these programs have abated, andShort-term interest rates have reached their highest levels in 15 years, which coupled with market disruption from recent high profile bank failures, has increased competitive pressures on deposit costs.
The yield curve was inverted for much of the last half of 2022, and throughout 2023. The inverted yield curve indicates market expectations that short-term rates have likely peaked and then could decline in future periods. Market participants are expected to increasenow projecting multiple rate cuts in 2024 while the future.December 2023 Fed Dot plot has indicated three 25 basis point cuts in 2024. FHN continues to monitor current economic trends and potential exposures closely. For additional information, see Yield Curve within Market Uncertainties and Prospective Trends below.
Fair Value Shock Analysis
Interest rate risk and the slope of the yield curve also affect the fair value of FHN's trading inventory that is reflected in noninterest income.
Generally, low or declining interest rates with a positively sloped yield curve tend to increase income through higher demand for fixed income products. Additionally, the fair value of FHN's trading inventory can fluctuate as a result of differences between current interest rates and the interest rates of fixed income securities in the trading inventory.
Derivatives
In the normal course of business, FHN utilizes various financial instruments (including derivative contracts and
credit-related agreements) to manage the risk of loss arising from adverse changes in the fair value of certain financial instruments generally caused by changes in interest rates, including FHN's securities inventory, certain term borrowings, and certain loans. Additionally, FHN may enter into derivative contracts in order to meet clients'
needs. However, such derivative contracts are typically offset with a derivative contract entered into with an upstream counterparty in order to mitigate risk associated with changes in interest rates.
The simulation models and related hedging strategies discussed above exclude the dynamics related to how fee income and noninterest expense may be affected by actual changes in interest rates or expectations of changes. See Note 2221 - Derivatives for additional discussion of these instruments.

LIBOR & Reference Rate Reform
In March 2022, Congress passed the Adjustable Interest Rate (LIBOR) Act. The legislation addresses loans that remained on LIBOR as of the June 30, 2023 cessation date, and that either have no fallback provisions or that contain fallback provisions that do not identify a specific benchmark replacement. Per the legislation, at the final cessation of USD LIBOR, banks may cause such loans to fall back to a SOFR-based benchmark rate, with such rate to be selected by the Federal Reserve Board. The LIBOR Act also provides safe harbor from liability for banks that select the Board-selected replacement benchmark rate at the cessation of LIBOR.
In December 2022, the Federal Reserve Board issued Regulation ZZ, its final rule to implement the Adjustable Interest Rate (LIBOR) Act.
FHN has complied with the terms of the LIBOR Act and Regulation ZZ and amended substantially all of its contracts away from LIBOR as of June 30, 2023. For most financial products, the most common alternative reference rates have been SOFR-based benchmarks. This is true for both new originations and legacy LIBOR contracts that were subject to amendment or a transition by their terms.
Capital Risk Management & Adequacy
The capital management objectives of FHN are to provide capital sufficient to cover the risks inherent in FHN’s businesses, to maintain excess capital to well-capitalized standards and Board policy, and to assure ready access to the capital markets. The Capital & Stress Testing Committee, chaired by the Corporate Treasurer, reports to ALCO and is responsible for capital management oversight and provides a forum for addressing management issues related to capital adequacy. This
committee reviews sources and uses of capital, key capital
ratios, segment economic capital allocation methodologies, coordinates the annual enterprise-wide stress testing process, and considers other factors in monitoring and managing current capital levels, as well as potential future sources and uses of capital. The Capital & Stress Testing Committee also recommends capital management policies, which are submitted for approval to ALCO and the Executive & Risk Committee andof the Board as necessary.
Operational Risk Management
Operational risk is the risk of loss from inadequate or failed internal processes, people, or systems or from external events including data or network security breaches of FHN or of third parties affecting FHN or its clients. This risk is inherent in all businesses. Operational
risk is divided into the following risk areas, which have been established at the corporate level to address these risks across the entire organization:
Business Resilience
Records Management


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Compliance/Legal (including Bank Secrecy Act)
Program Governance
Fiduciary
Security/Fraud
Financial (including disclosure controls and procedures)
Information Technology (including cybersecurity)cybersecurity; see the next section below)
Model
Vendor
Insurance
Management, measurement, and reporting of operational risk are overseen by the Operational Risk, Fiduciary,
Financial Governance, FHN Financial Risk, and Strategic Investment Board Committees. Key representatives from the business segments, operating units, and supporting units are represented on these committees as appropriate. These governance committees manage the individual operational risk types across FHN by setting standards, monitoring activity, initiating actions, and reporting exposures and results. Key Committee activities and decisions are reported to the appropriate governance committee or included in the Enterprise Risk Report, a quarterly analysis of risk within the organization that is provided to the Executive and Risk Committee. Emphasis is dedicated to refinement of processes and tools to aid in measuring and managing material operational risks and providing for a culture of awareness and accountability.
Cybersecurity Risk Management
Overview
As mentioned immediately above, FHN's operational risk function is divided into several risk areas. Each area has been established at the corporate level to address risks in that area across the entire organization. One of those areas—information technology ("IT") risk—includes cybersecurity risk management.
As FHN manages it, IT risk includes cybersecurity risk, which in turn includes the risks from cyber fraud, cyber theft, cyber vandalism, cyber ransom, data and system security, and other unauthorized incursions into FHN's IT systems. IT risk management also includes IT system reliability, data integrity, IT aspects of regulatory compliance, and risks associated with the use of artificial intelligence tools and systems. The discussion in this section focuses on cybersecurity. Additional information on this topic is presented in Cybersecurity Risks within Item 1A beginning on page 33.
Key Cybersecurity Risk Management Goals
Cybersecurity risk management has two primary goals: defend FHN and its clients from fraudulent and other unauthorized incursions; and, when an incursion happens, detect and respond as soon as practical. The optimal cybersecurity program will defend as much as is practical while also detecting rapidly those incursions that get through.
Management Structure & Key Processes
Operational risk is managed by FHN's Operational Risk ("Op Risk") Committee. Members of the Op Risk Committee include senior-level representatives from these teams or departments: Enterprise Risk Management, Operations, Model Risk, Enterprise Data, Enterprise Technology, Enterprise Technology Risk Management, Credit and Credit Risk Management, Legal, Security, Internal Audit, Deposit & Loan Operations, Retail and Digital Banking, Regional Bank Products, Mortgage Banking, Accounting, and Fixed Income/Bond Trading. The
Op Risk Committee reports to FHN's Management Risk Committee, which is headed by FHN's Chief Risk Officer, who reports to FHN's Chief Executive Officer.
IT risk is managed by the IT Risk Working Group, overseen by the Op Risk Committee. The IT Risk Working Group meets quarterly to discuss emerging cyber risks, regulatory changes, vendor risk, audits, and outstanding-issue resolution. The Group also provides updates to the Op Risk Committee on IT aspects of compliance, policies, and security standards. Members of the IT Risk Working Group include the head of Enterprise Technology along with personnel from nearly all of the teams and departments represented in Op Risk.
FHN also has a Cybersecurity Working Group. The Cybersecurity Working Group, which is outside of the risk management hierarchy, meets quarterly. Its primary functions are to provide cybersecurity awareness to the executive leadership team and to provide high-level support if a significant cybersecurity event occurs. In connection with awareness, (a) external vendors, consultants, law enforcement, and other persons are invited to speak on industry-wide cybersecurity topics to provide an independent view of external threats facing the industry; and (b) members of the Enterprise Technology team provide updates regarding how FHN is addressing current risks and threats. The Cybersecurity Working Group includes: FHN's CEO; the heads of FHN's banking segments; the heads of Risk Management, Enterprise Technology, Security, Operations, and Legal; and senior personnel in the other teams and departments represented in the IT Risk Working Group.
Key leaders within these committees and groups and for these processes are FHN's Chief Information Officer and Chief Information Security Officer. The Chief Information Officer has substantial banking, IT, and related experience: had roles at FHN since 2009 related to IT and data systems culminating in CIO since 2020; prior to joining FHN, had roles at a large regional bank, including technology leader of the bank's electronic payments platform related to


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treasury management and enterprise IT architect; and, earned an MS in computer science as well as an MBA. The Chief Information Security Officer has over twenty years of banking, IT, and related experience: oversees information security and many related systems and processes; has established risk-based security programs to meet regulatory requirements and align with business needs; and has implemented numerous data protection, data access, and identity management systems.
FHN has a written Computer Security Incident Response Plan ("CSIRP") outlining FHN's incident response and communication processes. FHN's Chief Information Security Officer or certain other managers have the authority to initiate the execution of the CSIRP if an incident occurs. A working group called the Computer Security Incident Response Team has primary responsibility to implement or coordinate many of the CSIRP actions, along with FHN's IT Risk Working Group. Key goals of the CSIRP are to: contain, remediate, and recover; mitigate impact on FHN and clients; report findings to Op Risk and other senior management; and manage external communications. The Cybersecurity Working Group is informed of incidents that appear to have a significant risk of becoming material.
FHN engages third party vendors to conduct several periodic cybersecurity reviews: Network Penetration testing; Cyber Security Maturity Assessment; Red Team (simulated cyber attack) testing; SOX (financial reporting controls and data integrity) testing; and, PCI-DSS (proprietary data security standard for payment systems) attestation of compliance and SOC 1 Type II reports (attesting to the design and operation of cybersecurity systems) for lockbox and electronic bill pay. The frequency of these reviews ranges from several times per year to every three years. FHN also has a cybersecurity incident specialty firm on retainer for incident response, as needed.
FHN has a dedicated Third-Party Risk Management (TPRM) department reporting to the Chief Risk Officer. TPRM engages the IT Risk Working Group to perform cybersecurity assessments for new vendors during onboarding, re-assessments of existing vendors on a risk-based cadence, and continuous monitoring of critical third-parties.
Board Oversight
The Board's Risk Committee oversees all risk management functions for the enterprise, including op risk, IT risk, and cybersecurity risk. The Board's Information Technology Committee oversees management of FHN's IT systems, including their adequacy now and in the future, and their security. In relation to cybersecurity risk management, the functions of the two Committees overlap to an extent.
The Risk Committee, as well as the full Board, each quarter receive a risk management update from FHN's Chief Risk Officer. Each update includes a written presentation covering all major risk areas, including op risk, and each is supported by a detailed Enterprise Risk Report which is available to all directors. Major topics in the op risk portion of the Enterprise Risk Report each quarter include fraud and related incidents; process management, which includes many processes related to cybersecurity defenses; and information security, which addresses core cybersecurity processes and incidents.
Tactical, Operational & Other Impacts
The measures FHN takes to manage cybersecurity risk affect how associates and clients use FHN's platforms and systems. For every safeguard considered or implemented, FHN must weigh potential and actual inconveniences against security concerns. Practical realities make it impossible to maximize security and ignore resulting restrictions on the ability of associates and clients to conduct banking and financial business. Primarily for that reason, cybersecurity risks are and will be a major risk management concern, and losses from incursions will be impossible to avoid. As mentioned above, FHN's goals are to prevent what can be prevented, and detect and respond to incursions that get through as quickly as possible.
For those incursions that are not blocked, FHN's processes are designed to detect them quickly enough so that the financial and operational impact on FHN is zero or modest. But the risk of a major incursion occurring cannot be reduced to zero. A major incursion could have a material financial impact on FHN's business operations and earnings.
Compliance Risk Management
Compliance risk is the risk of legal or regulatory sanctions, material financial loss, or loss to reputation as a result of failure to comply with laws, regulations, rules, self-regulatory organization standards, and codes of conduct applicable to FHN’s activities. Management, measurement, and reporting of compliance risk are overseen by the Operational Risk Committee and other key Corporate Governance Committees. Key executives
from the business segments, legal, compliance, risk management, and service functions are represented on the Committees. Summary reports of Committee activities and decisions are provided to the appropriate governance committees. Reports include the status of regulatory activities, internal compliance program initiatives, compliance testing and internal audit results and evaluation of emerging compliance risk areas.


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Credit Risk Management
Credit risk is the risk of loss due to adverse changes in a borrower’s or counterparty’s ability to meet its financial obligations under agreed upon terms. FHN is subject to credit risk in lending, trading, investing, liquidity/funding, and asset management activities although lending activities have the most exposure to credit risk. The nature and amount of credit risk depends on the types of transactions, the structure of those transactions, collateral received, the use of guarantors and the parties involved.
FHN assesses and manages credit risk through a series of policies, processes, measurement systems, and controls. The Credit Risk Management Committee (CRMC) is responsible for overseeing the management of existing and emerging credit risks in the company within the broad risk tolerances established by the Board. The CRMC reports through the Management Risk Committee. The Credit Risk Management function, led by the Chief Credit Officer, provides strategic and tactical credit leadership by maintaining policies, overseeing credit approval, assessing new credit products, strategies and processes, and managing portfolio composition and performance.
While the Credit Risk function oversees FHN’s credit risk management, there is significant coordination between the business lines and the Credit Risk function in order to manage FHN’s credit risk and maintain strong asset quality. The Credit Risk function recommends portfolio, industry/sector, and individual client limits to the Executive & Risk Committee of the Board for approval. Adherence to these approved limits is vigorously monitored by Credit Risk which provides recommendations to slow or cease lending to the business lines as commitments near established lending limits. Credit Risk also ensures subject matter experts are
experts are providing oversight, support and credit approvals, particularly in the specialty lending areas where industry-specific knowledge is required. Management emphasizes general portfolio servicing such that emerging risks are able to be spotted early enough to correct potential deficiencies, prevent further credit deterioration, and mitigate credit losses.
The Credit Risk Management function assesses the asset quality trends and results, as well as lending processes, adherence to underwriting guidelines (portfolio-specific underwriting guidelines are discussed further in the Asset Quality Trends section), and utilizes this information to inform management regarding the current state of credit quality and as a factor of the estimation process for determining the allowance for credit losses. The CRMC reviews on a periodic basis various reports issued by assurance functions which provide an independent assessment of the adequacy of loan servicing, grading accuracy, and other key functions. Additionally, CRMC is presented with and discusses various portfolios, lending activity and lending-related projects.
All of the above activities are subject to independent review by FHN’s Credit Assurance Services Group. CAS reports to the Chief Audit Executive, who is appointed by and reports to the Audit Committee of the Board, and provides quarterly reports to the Executive & Risk Committee of the Board. CAS is charged with providing the Executive & Risk Committee of the Board and executive management with independent, objective, and timely assessments of FHN’s portfolio quality, credit policies, and credit risk management processes.

Liquidity Risk Management
Among other things, ALCO is responsible for liquidity management: the funding of assets with liabilities of appropriate duration, while mitigating the risk of unexpected cash needs. ALCO and the Board of Directors have adopted a Liquidity Policy of which the objective is to ensure that FHN meets its cash and collateral obligations promptly, in a cost-effective manner and with the highest degree of reliability. After the banking crisis in the first half of 2023, ALCO and the Board examined the liquidity risk management framework and policies to ensure alignment with evolving regulatory expectations, industry best practices, and the company’s risk appetite. The maintenance of adequate levels of asset and liability liquidity should provide FHN with the
ability to meet both expected and unexpected cash and collateral needs. Key liquidity ratios, asset liquidity levels, and the amount available from funding sources are reported to ALCO on a regular basis. FHN’s Liquidity Policy establishes liquidity limits that are deemed appropriate for FHN’s risk profile.
In accordance with the Liquidity Policy, ALCO manages FHN’s exposure to liquidity risk through a dynamic, real


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time forecasting methodology. Base liquidity forecasts are reviewed by ALCO and are updated as financial conditions dictate. In addition to the baseline liquidity reports, robust stress testing of assumptions and funds availability are periodically reviewed. FHN maintains a contingency funding plan that may be executed should unexpected difficulties arise in accessing funding that affects FHN, the industry, or both. SubjectAs of December 31, 2023, available liquidity sources included cash, incremental borrowing capacity at the FHLB, access to market conditionsFederal Reserve Bank borrowings through the discount window and compliance with applicable regulatory requirements from time to time, funds are available from a numberthe Bank Term Funding Program, and unencumbered securities. Additional sources of sources, including the available-for-sale securities portfolio,liquidity included dealer and commercial customer repurchase agreements, access to the overnight and term Federal Funds markets, incremental borrowing capacity at the FHLB ($14.5 billion was available at December 31, 2021), brokered deposits, loan sales, syndications, and accesssyndications. The FRB Bank Term Funding Program will expire on March 11, 2024. The table


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below details FHN’s sources of available liquidity at December 31, 2023.
Table 7.24
AVAILABLE LIQUIDITY
as of December 31, 2023
(Dollars in millions)Total
Capacity
Outstanding BorrowingsAvailable Liquidity
Cash on deposit with FRB (a)$1,201 $— $1,201 
FHLB9,352 — 9,352 
FRB:
Discount Window23,417 — 23,417 
BTFP834 — 834 
Unencumbered securities (b)812 — 812 
Total Available Liquidity$35,616 
(a) Included in interest-bearing deposits with banks on the Consolidated Balance Sheets.
(b) Subject to the Federal Reserve Bank.market haircuts on collateral.
Core deposits are
Generally, a significantprimary source of funding and have historically beenfor a stable source of liquidity for banks. Generally,bank is core deposits represent funding from a financial institution'sthe bank's client base which provides inexpensive, predictable pricing.base. The FDIC insures these deposits to the extent authorized by law. Generally, these limits are $250,000 per account owner for interest-bearingperiod-end loans-to-deposits ratio was 93% and noninterest-bearing accounts. The ratio92% as of average loans, excluding loans HFS and restricted real estate loans, to average core deposits was 80% on December 31, 2021 compared to 99% on2023 and December 31, 2020.2022, respectively.
FHN may also use unsecured short-term borrowings as a source of liquidity. Federal funds purchased from correspondent bank clients are considered to be substantially more stable than funds purchased in the national broker markets for federal funds due to the long, historical, and reciprocal nature of banking services provided by FHN to these correspondent banks. The remainder of FHN’s wholesale short-term borrowings consists of securities sold under agreements to repurchase transactions accounted for as secured borrowings with business clients or broker dealer counterparties.
Both FHN and First Horizon Bank have the ability to generate liquidity by issuing senior or subordinated unsecured debt, preferred equity, and common equity, subject to market conditions and compliance with applicable regulatory requirements. In May 2021, FHN issued $150 million of Series F Non-Cumulative Perpetual Preferred Stock and in July 2021 redeemed its $100 million Series A Non-Cumulative Perpetual Preferred Stock. As of December 31, 2021,2023, FHN had outstanding $1.3 billion$797 million in senior and subordinated unsecured debt and $520 million in non-cumulative perpetual preferred stock. As of December 31, 2021,2023, First Horizon Bank and subsidiaries had outstanding preferred shares of $295 million, which are reflected as noncontrolling interest on the Consolidated Balance Sheet.Sheets.
Parent company liquidity is primarily provided by cash flows stemming from dividends and interest payments collected from subsidiaries. These sources of cash represent the primary sources of funds to pay cash dividends to shareholders and principal and interest to
debt holders of FHN. The amount paid to the parent company through First Horizon Bank common dividends is managed as part of FHN’s overall cash management process, subject to applicable regulatory restrictions. Certain regulatory restrictions exist regarding the ability of First Horizon Bank to transfer funds to FHN in the form of cash, common dividends, loans, or advances. At any given time, the pertinent portions of those regulatory restrictions allow First Horizon Bank to declare preferred or common dividends without prior regulatory approval in an aggregate amount equal to First Horizon Bank’s retained net income for the two most recently completed years plus the current year-to-date period. For any period, First Horizon Bank’s "retained net income" generally is equal to First Horizon Bank’s regulatory net income reduced by the preferred and common dividends declared by First Horizon Bank. Applying the dividend restrictions imposed under applicable federal and state rules as outlined above, the Bank’s total amount available for dividends was $1.1$1.2 billion as of January 1, 2022.2024. Consequently, on that date the Bank could pay common dividends up to that amount to its sole common shareholder, FHN, or to its preferred shareholders without prior regulatory approval. Additionally, a capital conservation buffer must be maintained (as described in the Capital section of this Report) to avoid restrictions on dividends.
In March 2022, FHN agreed to suspend the Dividend Reinvestment Plan in connection with the TD Transaction. During the suspension period, dividend payments of FHN are not automatically reinvested in additional shares of FHN common stock and participants in the Plan are not able to purchase shares of FHN common stock through optional cash investments under the Plan.
First Horizon Bank declared and paid common dividends to the parent company in the amount of $770$220 million in 20212023 and $180$435 million in 2020.2022. In January 2022,2024, First Horizon Bank declared and paid a common dividend to the parent company in the amount of $180$310 million. First Horizon Bank declared and paid preferred dividends in each quarter of 20212023 and 2020 and2022. Additionally, First Horizon Bank declared preferred dividends in the first quarter of 2022 which are2024, payable in April 2022.2024.
Payment of a dividend to shareholders of FHN is dependent on several factors which are considered by the Board. These factors include FHN’s current and prospective capital, liquidity, and other needs, as well as applicable regulatory restrictions (including capital conservation buffer requirements) and availability of funds to FHN through a dividend from First Horizon Bank. Additionally, banking regulators generally require insured banks and bank holding companies to pay cash dividends only out of current operating earnings. Consequently, the decision of whether FHN will pay future dividends and the amount of dividends will be affected by current operating results.
FHN paid a cash dividend of $0.15 per common share on January 3, 2022. FHN paid cash dividends of $1,625 per Series E preferred share and $1,175 per Series F preferred


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FHN paid a cash dividend of $0.15 per common share on January 2, 2024. FHN paid cash dividends of $1,625 per Series E preferred share and $1,175 per Series F preferred share on January 10, 20222024 and $331.25 per Series B preferred share and $165 per Series C preferred share on February 1, 2022.2024. In addition, in January 2022,2024, the Board approved cash dividends per share in the following amounts:
Table 7.26

7.25
CASH DIVIDENDS APPROVED BUT NOT PAID
Dividend/ShareRecord DatePayment Date
Common Stock$0.15 3/11/202215/20244/1/20222024
Preferred Stock
Series C$165.00 4/14/202216/20245/2/20221/2024
Series D$305.00 4/14/202216/20245/2/20221/2024
Series E$1,625.00 3/25/202226/20244/11/202210/2024
Series F$1,175.00 3/25/202226/20244/11/202210/2024
Off-Balance Sheet Arrangements
In the normal course of business, FHN is a party to a number of activities that contain credit, market and operational risk that are not reflected in whole or in part
in the consolidated financial statements. Such activities include traditional off-balance sheet credit-related financial instruments. FHN enters into commitments to extend credit to borrowers, including loan commitments, lines of credit, standby letters of credit, and commercial letters of credit. Many of the commitments are expected to expire unused or be only partially used; therefore, the total amount of commitments does not necessarily represent future cash requirements and are not included in the table below. Based on its available liquidity and available borrowing capacity, FHN anticipates it will continue to have sufficient funds to meet its current commitments. See Note 1716 - Contingencies and Other Disclosures for more information.
Contractual Obligations
The following table sets forth contractual obligations representing required and potential cash outflows as of December 31, 2021.2023. Purchase obligations represent obligations under agreements to purchase goods or services that are enforceable and legally binding on FHN and that specify all significant terms, including fixed or minimum quantities to be purchased; fixed, minimum, or variable price provisions; and the approximate timing of the transaction.


Table 7.277.26
CONTRACTUAL OBLIGATIONS
as of December 31, 20212023
Payments due by period (a)
Less than   1 year -     3 years -After 5
Payments due by period (a)Payments due by period (a)
Less than
(Dollars in millions)
(Dollars in millions)
(Dollars in millions)(Dollars in millions)1 year< 3 years< 5 yearsyearsTotal1 year< 3 years< 5 yearsyearsTotal
Contractual obligations:Contractual obligations:
Time deposit maturities (b) (c)Time deposit maturities (b) (c)$3,006 $344 $122 $28 $3,500 
Time deposit maturities (b) (c)
Time deposit maturities (b) (c)
Short-term borrowings (b) (d)
Term borrowings (b) (d)(e)Term borrowings (b) (d)(e)— 456 350 807 1,613 
Annual rental commitments under noncancelable leases (b) (e)(f)Annual rental commitments under noncancelable leases (b) (e)(f)49 85 76 238 448 
Purchase obligationsPurchase obligations160 145 56 13 374 
Total contractual obligationsTotal contractual obligations$3,215 $1,030 $604 $1,086 $5,935 
(a)Excludes a $92$15 million liability for unrecognized tax benefits as the timing of payment cannot be reasonably estimated.
(b)Amounts do not include interest.
(c)See Note 98 - Deposits for further details.
(d)See Note 119 - TermShort-Term Borrowings for further details.
(e)See Note 610 - Term Borrowings for further details.
(f)See Note 5 - Premises, Equipment, and Leases for further details.
Credit Ratings
FHN is currently able to fund a majority of the balance sheet through core deposits, which are generally not as sensitivedirectly tied to FHN’s credit ratings as are other types of funding. However, maintaining adequate credit ratings on debt issues and preferred stock is critical to liquidity should FHN need to access funding from other sources,
including from long-term debt issuances and certain brokered deposits, at an attractive rate. The availability and cost of funds other than core deposits is also dependent upon
marketplace perceptions of the financial soundness of FHN, which include such factors as capital levels, asset quality, and reputation. The availability of


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core deposit funding is stabilized by federal deposit insurance, which can be removed only in extraordinary circumstances, but may also be influenced to some extent by the same factors that affect other funding sources. FHN’s credit ratings are also referenced in various respects in


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in agreements with certain derivative counterparties as discussed in Note 2221 - Derivatives.
The following table provides FHN’s most recent credit ratings:

Table 7.287.27
CREDIT RATINGS
Moody's (a)Fitch (b)
First Horizon Corporation
Overall credit rating: Long-term/Short-term/OutlookBaa3/--/NEGBBB/F2/StableBBB/F2/Positive
Long-term senior debtBaa3BBB
Subordinated debt (c)Baa3BBB-
Junior subordinated debt (c)Ba1BB-
Preferred stockBa2BB-
First Horizon Bank
Overall credit rating: Long-term/Short-term/OutlookBaa3/P-2/NEGBBB/F2/StableBBB/F2/Positive
Long-term/short-term depositsA3/P-2BBB+/F2
Long-term/short-term senior debt (c)Baa3/P-2BBB/F2
Subordinated debtBaa3BBB-
Preferred stockBa2BB-
FT Real Estate Securities Company, Inc.
Preferred stockBa1
A rating is not a recommendation to buy, sell, or hold securities and is subject to revision or withdrawal at any time and should be evaluated independently of any other rating.
(a)    Last change in ratings was on May 14, 2015; ratings/outlook2015. Outlook changed to negative (“NEG”) and ratings affirmed on NovemberMay 5, 2019.2023.
(b)    Last change in ratings was on May 6, 2020;2020. Outlook changed to stable (“Stable”) and ratings affirmed and outlook revised to Positive on May 18, 2021.5, 2023.
(c)    Ratings are preliminary/implied.

Repurchase Obligations
Prior to September 2008, legacy First Horizon originated loans through its pre-2009 mortgage business, primarily first lien home loans, with the intention of selling them. As discussed in Note 1716 - Contingencies and Other Disclosures, FHN's principal remaining exposures for those activities relate to (i) indemnification claims by underwriters, loan purchasers, and other parties which assert that FHN-originated loans caused or contributed to losses which FHN is legally obliged to indemnify, and (ii) indemnification or other claims related to FHN's servicing of pre-2009 mortgage loans.
FHN’s approach for determining the adequacy of the repurchase and foreclosure reserve has evolved, sometimes substantially, based on changes in information available. Repurchase/make-whole rates vary based on purchaser, vintage, and claim type. For those loans repurchased or covered by a make-whole payment, cumulative average loss severities range between 50 and 60 percent of the UPB.
Repurchase Accrual Approach
In determining potential loss content, claims are analyzed by purchaser, vintage, and claim type. FHN considers various inputs including claim rate estimates, historical average repurchase and loss severity rates, mortgage insurance cancellations, and mortgage insurance curtailment requests. Inputs are applied to claims in the
active pipeline, as well as to historical average inflows to estimate loss content related to potential future inflows. Management also evaluates the nature of claims from purchasers and/or servicers of loans sold to determine if qualitative adjustments are appropriate.

Repurchase and Foreclosure Liability
As discussed in Note 16 - Contingencies and Other Disclosures, FHN's repurchase and foreclosure liability,
primarily related to its pre-2009 mortgage origination, sale, securitization, and servicing businesses, is comprised


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Repurchase and Foreclosure Liability
FHN's repurchase and foreclosure liability, primarily related to its pre-2009 mortgage business, is comprised of accruals to cover estimated loss content in the active pipeline, (consisting of mortgage loan repurchase, make-whole, foreclosure/servicing demands and certain related exposures), estimated future inflows, and estimated loss content related to certain known claims not currently included in the active pipeline. The active pipeline consists of mortgage loan repurchase and make-whole demands from loan purchasers or securitization participants, foreclosure/servicing demands from borrowers, and certain related exposures. The liability contemplates repurchase/make-whole and damages obligations and estimates for probable incurred losses associated with loan populations excluded from the settlements with the
GSEs, as well as other whole loans sold, mortgage
insurance cancellationscancellation rescissions, and loans included in bulk servicing sales effected prior to the settlements with the GSEs. FHN compares the estimated probable incurred losses determined under the applicable loss estimation approaches for the respective periods with current reserve levels. Changes in the estimated required liability levels are recorded as necessary through the repurchase and foreclosure provision. The total repurchase and foreclosure liability, which includes both the legacy pre-2009 business and the current mortgage business, was $17 million and $16 million as of both December 31, 20212023 and 2020, respectively.2022.
Market Uncertainties &and Prospective Trends
FHN’s future results could be affected both positively and negatively by several known trends. Key among those are changes in the U.S. and global economy and outlook, government actions affecting interest rates, government actions intended to stimulate the economy, and government actions and proposals which could have positive or negative impacts on the economy at large or on certain businesses.businesses, industries, or sectors. Additional risks relate to how the COVID-19
pandemic continues to affect FHN’s clients, political uncertainty, changes in federal
policies (including those publicly discussed, formally proposed, or recently implemented) and the potential impacts of those changes on our businesses and clients, and whether FHN’s strategic initiatives will succeed.
In addition to trends and events noted elsewhere in this MD&A, FHN believes the following trends and events are noteworthy at this time.
Inflation, Recession, and Federal Reserve Policy in Transition
In March 2020,Economic Overview
The post-COVID economy in the U.S. has been marked by: strong inflation, which began in 2021, peaked in 2022, and abated, though not fully, in 2023; the Federal Reserve "eased"implementing a "tightening" policy in 2022 to contain inflation by loweringrapidly increasing short-term interest rates and starting anending asset purchase program intended to lower longer-term interest ratespurchases; low unemployment rates; moderate economic growth; and foster access to credit. The effective yields of 10-year and 30-year U.S. Treasury securities achieved record low rates. These changes in interest rates and the volatility in the market negatively impacted FHN’s net interest margin. Amortization of net processing fees related to government relief programs associated with the COVID-19 pandemic, including the Paycheck Protection Program, offset a portion of the net interest margin decline.
During 2021, easing policy continued. For most of the year interest rates fluctuated but remained very low, continuing to adversely impact FHN's net interest margin. Late in 2021 the Federal Reserve announced that it will moderate and eventually reverse its easing policy, starting by reducing ("tapering") its asset purchases. The Federal Reserve's public comments suggest (without any guarantee) that tapering will conclude earlyprofoundly inverted yield curve in 2022 after
and 2023. Key aspects were:
which no further asset purchases will be made, and that hikes in short-term rates will commenceAlthough the U.S. economy flirted with recession in 2022, possiblyit did not officially enter one. In 2023 recession expectations moderated significantly. Early in the first quarter. FHN cannot predict whether short term interest rates will be raised during the taper period or at any other point in time.
Long term interest rates started to rise late in 2021, continuing in 2022, though they remain very low by historical standards. Public2024, recession expectations related to tapering, coupled with public Federal Reserve comments and concerns about inflation in the U.S., likely have been significant contributors to recent changes in long-term rates.
Recently the Federal Reserve has indicated an expectation to reduce its asset holdings in 2022 after purchases have stopped. Although not currently expected, it is possible that the Federal Reserve may decide to sell assets, rather than merely letting them mature, in an effort to increase long term interest rates more quickly or more robustly.
COVID-19 Pandemic
The COVID-19 pandemic caused extraordinary disruption that negatively impacted the economy and business activity, especially lending (other than lending related to home mortgages). The impact of the pandemic on FHN's performance is discussed further in Results of Operations within this Item 7 beginning on page 63. During the course of 2021, FHN saw the lending pipeline improve in several areas (unrelated to home mortgages) as COVID-19 restrictions were partially or fully eased in most of FHN's
markets. Late in 2021 and continuing into early 2022, the Omicron variant of the COVID-19 virus has triggered reinstatement of some restrictions in some markets. Even so, broadly speaking FHN expects the impact of COVID-19 restrictions to continue to diminish overfor the rest of this year generally are low.
The rise in short-term interest rates by the Federal Reserve in 2022 was both rapid and substantial, taking the overnight Fed Funds rate from 0.20% in March 2022 to 4.65% a year later. Hikes after that were much more modest and infrequent.
In response to 2022's extremely rapid and vigorous tightening of monetary policy, the inflation rate in the U.S. now is well below 2022's levels. However, many measures of inflation remain higher than the Federal Reserve's stated long-term goal of 2%.
Early in 2024 the Federal Reserve has signaled that hikes have ended and that a short term rate cut might become appropriate. No policy or timing commitments have been made. Future actions continue to depend upon future data. Some concern remains that recent
inflation data, which has been good, may prove to be transitory.
Monetary tightening often creates yield curve inversion for a time. In the current cycle, traditional inversion (when ten-year treasury rates are below two-year rates) has been both very deep and unusually sustained, with further progressthe current inversion having begun in vaccinationthe summer of 2022.
Many factors likely contributed to the current sustained inversion. The immediate cause, of course, was that demand for long-term treasury debt remained high, depressing yields, even though short yields were higher. FHN believes that a significant factor behind that demand preference in 2023 was continuing market expectations that the Federal Reserve would start to reduce short-term rates "soon" in order to avoid or mitigate a recession. Early in 2024, Federal Reserve communications suggest that no rate-cut action is likely "soon".
A short-term rate cut by the Federal Reserve should lessen inversion, but only if long-term rates do not likewise drop.
Key events and circumstances are noted in the following discussions.
Federal Reserve and Rates
The Federal Reserve raised short-term rates several times in 2022 and in treatments for those who are infected. However, as demonstrated by variants that arosethe first part of 2023. All but one of the raises in 2021, the risk of resurgence remains.2022 were 75 and 50 basis points each—


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aggressive by historical standards—while the 2023 raises were the more-typical 25 basis points each. The Federal Reserve has expressed its intent to bring inflation under control even at the risk of creating or deepening an economic recession. The Federal Reserve has indicated that future decisions will be heavily impacted by economic data, especially inflation-rate and -trend data, available at each decision point. Most recently the Federal Reserve has indicated, based on late-2023 data, an expectation that its next action, at an unspecified future point, will be a rate cut.
FHN continuescannot predict exactly when or how much short-term rates will be changed, how market-driven long-term rates will behave, nor how those actions may affect financial markets, during 2024.
Yield Curve
Unusual yield curve effects, including inversion, are common when monetary policy changes. A traditional measure of inversion occurs when the two-year U.S. Treasury rate is higher than the ten-year rate. Traditional inversion has been sustained continuously since the summer of 2022, an unusually long period. The degree of inversion has varied during that period, but generally has been much deeper than is typical. Sustained traditional yield curve inversion is viewed, with statistical support, as a harbinger of economic recession, but recession has not yet occurred and the U.S. economy currently does not appear close to closely monitorentering one.
The most recent period with deep and longer-lasting inversion was over 40 years ago. That 4-5 year period was marked by stagflation (low economic growth coupled with high inflation), followed by extremely robust interest rate hikes and a severe recession.
Yield curve flattening and inversion generally reduces the impactprofit FHN can make from lending by compressing FHN's net interest margin, and also generally reduces FHN's revenues from bond trading. These impacts have occurred and are continuing during the current inversion. Refer to Interest Rate & Yield Curve Risks, located in Item 1A. Risk Factors beginning on page 44, for a discussion of the pandemicrisks to FHN associated with flattening and its effects on FHN's clientsinversion.
Recession
The U.S. economy contracted (experienced negative growth) during the first two quarters of 2022, in both cases modestly. Although two consecutive quarters of contraction often coincides with recession, in 2022 it did not. The economy expanded in each quarter since then.
Recession expectations in the U.S. were high in 2022 and communities and on the financial markets. Throughout the pandemic, FHN has worked with clients to discuss challenges and solutions, provide line draws and newfirst quarter 2023. They moderated significantly after that. Current recession expectations generally are low.
extensionsBanking Crisis
In March 2023, two large regional U.S. banks failed after sudden large deposit outflows, and a major Swiss bank was acquired by another bank at the behest of regulators. In the aftermath of the two U.S. failures, bank investors and clients across the U.S. became more focused on deposit mix, funding risk management, and other safety-soundness concerns. The market values of virtually all U.S. bank stocks fell quickly and strongly in March, with a few falling about 90%.
Following these failures, the media published stories about actual and possible bank runs by depositors. Most U.S. banks saw net outflows of deposits in 2022 and early 2023 as the impacts of COVID-19 crisis programs faded and rates available from non-bank-account investments improved. According to existing clients, provide support forFederal Reserve data, starting in mid-March, the two failures triggered an abrupt and substantial net deposit outflow from all but the largest U.S. banks. The March crisis shock was short-lived, however. During the final week of March both large and small businesses (including lending throughU.S. banks collectively experienced net inflows of deposits, roughly mirroring the PPP), and provide lending and deposit assistance through deferrals and waived fees.
LIBOR & Reference Rate Reform
LIBORfirst week of March, before the crisis emerged.
The London Inter-Bank Offered Rate ("LIBOR") has beentwo U.S. bank failures resulted in Congressional calls for higher regulation of mid-sized regional banks, especially for those with $100 billion or more of assets.
In early May a third large regional U.S. bank failed after experiencing very large deposit outflows in March. Although this failure was widely anticipated, volatility in regional bank stocks reappeared in May. By June bank-stock volatility had abated again, but with regional bank prices well below pre-crisis levels.
The three failed U.S. banks had a few characteristics that FHN believes were significant negative factors contributing to loss of confidence by depositors, in addition to having an unusual customer mix: well-above-median levels of deposits not covered by FDIC insurance; significant portions of the most widely used reference rate2020-21 pandemic deposit inflows invested in longer-term fixed-rate debt securities; and very high (in relation to regulatory capital) market value losses on those investments when rates rose in 2022 and early 2023. These factors made those banks unusually susceptible to a cascade of negative effects when deposit levels diminished, for the entire industry, starting in 2022 as customers sought better returns in the world for many years. A substantial majority of FHN's floatingrising rate loans use LIBOR, denominated in U.S. Dollars ("USD"), as the reference rate to determine the interest rate paid by the client/borrower. In addition, certain floating-rate securities issued by FHN use USD LIBOR as the reference rate.environment.
LIBOR is based onMarket Volatility & Valuations
As a mix of transaction-based data and expert judgment about market conditions. It is published in different tenors, which are time periods such as 1-week, 1-month, 12-month, etc.
LIBOR Discontinuance
About a decade ago, evidence emerged that some membersresult of the panel that set LIBOR may have manipulated the published LIBOR rates rather than using strictly good-faith judgments. Several banks were fined.
In 2017, the Chief Executive of the United Kingdom Financial Conduct Authority (the “FCA”)—the governmental regulator of LIBOR—announced that it intends to halt persuading or compelling banks to submit ratesprospects for the calculation of LIBOR after 2021. In 2021, the FCA announced that tenors of USD LIBOR will no longer be published as follows:
One week and 2-month USD LIBOR will not be published after December 31, 2021; and
All other USD LIBOR tenors (e.g., overnight, 1-month, 3-month, 6-month and 12-month tenors) will not be published after June 30, 2023.
U.S. Regulatory Position
In 2020, the Federal Reserve, the OCC, and the FDIC jointly encouraged U.S. banks to transition away from LIBOR for new contracts as soon as practicable and, in any event, by December 31, 2021. They noted that entering into new contracts that use LIBOR as a reference rate after December 31, 2021 would create safety and soundness risks.
Alternatives to LIBOR
LIBOR became the market-preferred reference rate because it was perceived by lenders and borrowers as being superior to alternatives in a wide range of circumstances. FHN believes that no single alternative reference rate will immediately replace LIBOR for USD transactions. Instead, FHN believes it is likely that different
alternatives will be used in different circumstances. Although it is difficult to predict which alternatives will be favored by market participants in any particular situation, at this time it seems likely that the following alternative reference rates may be used by market participants once USD LIBOR is discontinued:
SOFR. The Alternative Reference Rates Committee (“ARRC”) is a group of private-market and financial regulator participants convened by the Federal Reserve and the New York Federal Reserve Bank to help ensure a successful transition from USD LIBOR to a more robust reference rate. The ARRC has recommended the Secured Overnight Financing Rate (“SOFR”) as its preferred alternative. SOFR is based on actual transaction data for the U.S. Treasury repurchase market. Accordingly, SOFR represents a riskless secured overnight rate.
Term SOFR. Published by CME Group, Term SOFR is a forward-looking rate, with 1-month, 3-month and 6-month tenors, and is based on SOFR futures contracts. The ARRC has recommended conventions for Term SOFR rates and has recommended CME Group as the administrator for Term SOFR.
AMERIBOR. The American Interbank Offered Rate (“AMERIBOR”) Index is produced by the American Financial Exchange. AMERIBOR is based on actual transaction data involving credit decisions by many financial institutions, on an unsecured basis.
BSBY. The Bloomberg short-term bank yield index ("BSBY") is a proprietary rate index calculated and published by Bloomberg Index Services Limited. BSBY is based on actual transaction data involving unsecured credit.
Prime. Although traditional prime rates (with each bank setting its own) are not likely to regain the prominence they had decades ago when U.S. banks were much smaller and the industry was more fragmented, for some clients and products banks may increase their usage of prime rates.
The alternatives listed above were made available to the majority of FHN’s commercial clients starting in November 2021. In accordancerecession, coupled with the U.S. regulatory position, FHN ceased entering into new LIBOR based contracts asuncertainties associated with war in eastern Europe, financial markets world-wide were volatile during much of December 31, 2021. Other alternative reference rates are being developed and FHN may consider them at2022. Volatility overall has moderated somewhat in 2023, but volatile episodes have continued. War in the Middle East that started in October 2023 had a future time.much more muted financial impact than was true in 2022.


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Each alternative referenceFinancial asset values broadly fell in 2022, especially during the second and third quarters. By mid-year 2023, broad stock indices largely had recovered from 2022's low points, but longer-term fixed-rate debt investments remained well below previous values. By year-end 2023, stock values in most (but not all) sectors had recouped much of their earlier losses, and debt investment values generally improved somewhat from their lows when long-term rates fell in anticipation of possible short-term rate has advantages and disadvantages compared with other alternativescuts in various circumstances. Despite being supported2024 by the Federal Reserve's ARRC, SOFRReserve.
Impacts on FHN
In 2022, FHN benefited significantly from rising rates as the rise in lending rates outpaced the rise in deposit and other funding rates. In the first quarter of 2023, that outpacing ended, and FHN's net interest margin started to compress. FHN was able to reverse the compression during the year fueled in part by using increased deposits and capital to reduce borrowings. Going forward, although net interest margin levels may improve modestly while short term rates remain steady, margins are not gainlikely to improve appreciably until the levelyield curve inversion mentioned above has ended and the curve takes at least a moderately steep slope.
In 2022 and early 2023, FHN experienced a normalization of market acceptancedeposit levels since first quarter 2020 as it allowed surge deposits resulting from COVID-driven stimulus programs to move off its balance sheet. Net deposit outflows ranged from roughly $2.0 to $4.0 billion in each of the last three quarters of 2022, and usagefell again by roughly $2.5 billion in first quarter 2023. That outflow trend ended in second quarter as FHN had net deposit inflows of $4.0 billion. For the year 2023, net deposits
increased over $2 billion. However, FHN increased deposit rates appreciably in 2023, particularly in May and June.
The May and June 2023 deposit inflows mainly consisted of ordinary accounts with "promo" rates, and of certificates of deposit, or CDs, with very attractive fixed rates. The promo rates ended late in 2023, and a large group of those CDs matured during that USD LIBOR enjoyed withintime. A challenge for FHN is to retain as many of those deposit dollars, and depositor customers, as is reasonably practical while moderating the rates FHN pays.
In addition, some of FHN's businesses have been negatively impacted by rising rates. Rate increases have pushed home mortgage rates in the U.S. Key aspects of SOFRmuch higher than in early 2022, reducing demand. FHN's direct mortgage lending and lending to mortgage companies saw business decline significantly in 2022 and 2023. Moreover, FHN's revenues from bond trading and related activities fell significantly in 2022 and 2023 due to rising rates coupled with elevated market volatility.
A recession, if one were to occur, likely would have a negative impact on FHN's businesses overall. Demand for loans likely would fall, loan losses and provision expense likely would rise, many commercial activities that support this view are: (a) SOFR fundamentally is an overnight rate,generate fee income likely would decline, and so is not easily or reliably translated into typical LIBOR tenors; and (b) SOFR is both secured and riskless, and so does not necessarily track a bank's cost of funds very well. For a bank, it is critical to avoid significant mismatches over time between its (variable) cost of funds and its (variable) interest income. Term SOFR attempts to addresscompetition for clients likely would sharpen. FHN already has experienced some of these shortcomings, but not allimpacts. The deeper or longer a recession lasts, the more significant these negative impacts are likely to be for FHN. As mentioned above, recessionary expectations have abated substantially since early 2023. However, just as expectations in early 2023 proved to be wrong, current expectations may be just as incorrect.
Other Regulatory Proposals
In 2023 the Board of them.
AllGovernors of the alternative reference rates selectedFederal Reserve and other regulators proposed regulatory changes that would, if implemented, significantly increase regulatory constraints and costs on all U.S. banks with assets over $100 billion. A few new requirements would apply to banks, like FHN, with assets over $50 billion, but by FHN to date meetfar the International Organizationmain impacts would fall on banks greater than $100 billion in assets.
The proposals touch upon many regulatory requirements, including debt and equity capital requirements, credit risk standards, asset risk-weighting, and resolution planning. The increased requirements also would entail additional compliance costs.
The triggering of Securities Commissions (IOSCO) Principlessignificant cost increases based on a single threshold financial measure—$100 billion in assets—has been in place for Financial Benchmarks, as affirmed bymany years and has impacted the rate administrator and/or an independent auditor. While banking regulators have stated that banks are free to choose the index rates they offer clients, some public sector officials have urged caution in using the new credit sensitive alternative reference rates, primarily due to the robustness of underlying data used to derive the rates. More specifically, there is concern of an “inverted pyramid” effect where a large number of financial contracts could be priced using an index derived from a relatively low volume of transactions. In an interagency statement on October 20, 2021, U.S. banking regulatory agencies noted that “supervised institutions should understand how their chosen reference rateindustry. Compliance restrictions and costs increase as the threshold is constructed and be aware of any fragilities associated with that rate and the markets that underlie it”. IOSCO has also warned of the potential for the “inverted pyramid” problem and will monitor how the IOSCO label is used by administrators.
FHN is monitoring the credit sensitive reference rates and regulatory guidance around use of such rates. FHN plans to limit use of credit sensitive rates to commercial loans (~2% of global USD LIBOR market) and related customer swaps (pending development of derivatives markets for these rates). Additionally, FHN expects that each financial contract will contain fallback language to guide transition fromapproached but a credit sensitive rate to an alternative should that action be deemed necessary in the future.
FHN's Actions to Date & Transition Plans
Starting in 2019, legacy First Horizon and legacy IBERIABANK both modernized the fallback language used in their loan documentation to better handle how floating rate loans would be re-set if LIBOR ceased to be published during the loan term.
In the fourth quarter of 2021, FHN ceased using USD LIBOR for new lending and renegotiated terms with clients whose loans are based on 1-week or 2-month USD LIBOR, which ceased publication at the end of 2021. Only a small portion of FHN's clients had such loans.step-up
Onpattern remains. Banks near the consumer side,threshold may be likely to slow or even halt asset growth, at least for a period, and start to implement the only LIBOR-based product FHN currently offers was adjustable rate mortgages. Forhigher-level compliance systems. Banks modestly over the threshold, in contrast, may be likely to expand their asset base as quickly as possible to generate additional revenues to cover those costs. Those effects have added to the incentives for banks to consolidate, and the proposed new originations, these products transitionedrules are likely to SOFR beginning in November 2021. SOFR is emergingenhance that.
It appears likely that, if adopted as a market standard for adjustable rate mortgages and is the conforming convention for Fannie Mae and Freddie Mac.
For all products, FHN developed a go-to-market strategy which included pricing considerations, associate training, and client communications. All required systems, processes, and reporting were updated to accommodate the transition. Eachproposed, significant parts of the leading alternatives mentioned above is undergoing further developmentproposals will be challenged in court as being inconsistent with legislation enacted by Congress in 2018. Such a challenge would be technical and refinement,complex, and it remains unclear which alternative(s) FHNlikely would take many years to resolve. Moreover, even if a challenge of that sort were successful, many parts of the proposals likely would remain intact and its clients generally will prefer, and in which situations. Given these considerations, FHN's plans may change to meet evolving market conditions and preferences.others might be modified without being rescinded.
FHN has established a LIBOR Transition Office to assist associates in working with their clients to re-negotiate terms of loan and derivative contracts that extend past the June 30, 2023 cessation date for the remaining USD LIBOR tenors noted above.
While FHN has exposure to LIBOR in various contracts (e.g. securities, derivatives), FHN's primary exposure to LIBOR is in floating rate loans to customers and derivative contracts issued to customers through FHN Financial. Below is a summary of these exposures as of December 31, 2021:
Table 7.29
LIBOR EXPOSURES
(Dollars in billions)As of
December 31, 2021
Mature after
June 2023
Commercial loans (a)$25 $17 
Consumer loans (a)
Customer swaps (b)11 10 
(a) Amounts represent outstanding loan balances as of December 31, 2021.
(b) FHN has entered into offsetting upstream transactions with dealers to offset its market risk exposure.

FHN is assessing the potential impacts on LIBOR-based securities and derivative instruments.


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ITEM 7. MANAGEMENT'S DISCUSSION & ANALYSIS (MD&A)
Greenhouse Gas (GHG) Reporting Regimes
In October 2023 the state of California enacted two laws which, taken together, will require most larger companies doing business in California to report annually their greenhouse gas ("GHG") emissions, with an external assurance requirement, and to report biennially their climate-related financial risks and risk-mitigation measures. The U.S. Securities and Exchange Commission ("SEC") has proposed, but not yet adopted, rules that would require all U.S. companies with publicly-traded securities to report annually their GHG emissions. The California laws include multi-year phase in periods and encompass Scope 1, Scope 2, and Scope 3 GHG emissions. The SEC proposal has Scope 1 and 2 reporting requirements, along with Scope 3 requirements in certain situations. The California governor stated in 2023 that the new laws are likely to be subjected to technical amendments in the next year or so. The SEC proposal is not final and could change, perhaps substantially, when adopted.
Three GHG Scopes
Scope 1 GHG emissions are those from a source the company owns or controls directly, such as a manufacturing plant. Scope 2 emissions are indirect emissions from company activities, such as from power consumed by company operations. Scope 1 and 2 emissions generally can be measured or estimated using information a company normally can obtain without significant external inquiry.
Scope 3 GHG emissions are those from sources and activities that a company neither owns nor controls. Scope 3 emissions are from a wide range of sources that touch upon a company, such as: vendors; employees (commuting, business travel, etc.); and customers. Scope 3 information generally is unknown to a company without significant external inquiry and/or estimation.
Potential Business Impacts
Direct compliance costs will include creating systems to measure or estimate and capture relevant data, staffing, and engagement of vendors, including a firm to provide required assurances (somewhat analogous to a financial statement auditor).
Potentially of more significance: California may require inquiry of customers rather than merely estimation about them. If FHN is allowed merely to estimate emissions from customers, that process may be costly but would not interfere with our business relationships. If, however, FHN is required to support Scope 3 reporting by obtaining GHG-related information from customers, including customers that are not public companies and that do no business in California, then the California disclosure laws could interfere with FHN's business. In that case, effectively FHN would be required to impose costs and/or inconveniences on its customers. Other banks in FHN's markets, particularly those that are private and not doing business in California, could provide financial services without those requirements, putting FHN at a competitive disadvantage.
Potential & Actual Legal Challenges
The application of the California laws to companies outside of California has been challenged in court, and other challenges may be brought. Challenges from outside the state have or may assert that the laws: unconstitutionally burden interstate commerce, unconstitutionally compel speech, or possibly violate another constitutional protection or limitation. Current and potential future challenges could take many years to resolve. A key practical question will be whether the courts impose a legal stay (a moratorium) on these laws while challenges are pending.
Assuming the SEC adopts final regulations similar to those proposed, it appears very likely that legal challenges will be made based mainly on the fact that the SEC lacks explicit Congressional authorization to create a regulatory reporting regime pertaining to GHG emissions. As with the California laws, a key question will be whether the courts impose a stay on the rules while challenges are pending.
Assuming the SEC adopts final regulations similar to those proposed, and further assuming that any legal challenge leaves those rules entirely or largely intact, the California laws might be challenged by public companies as having been pre-empted by the SEC rules.
Coastal Market Growth and Rising Costs
FHN's principal markets are in the southern and southeastern United States, including most of the major gulf coast markets and several markets on the southern Atlantic seacoast. Many of FHN's markets have experienced significant population growth over at least the past twenty years, outpacing the growth rate for the U.S. as a whole. That population growth generally has been accompanied by economic growth.
Many of FHN's fastest growing markets, including most significantly those in Florida, can be impacted significantly by hurricanes and other severe coastal weather events. As those markets grow, FHN's economic commitment to them grows, as does FHN's financial exposure to those events.
In 2023 and this year it has been widely reported that the economic costs of hurricane events in the U.S. gulf and southern Atlantic coastal areas have been rising


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Financial Accounting Aspectssignificantly. FHN believes that rising costs are directly related to growth in those areas.
In 2020, the FASB issued ASU 2020-04, “FacilitationFor example, much of the Effectsgrowth in Florida has been along the coast moving out from older cities. A gulf coast hurricane 50 or 60 years ago had a fair chance of Reference Rate Reform on Financial Reporting,”making landfall in a relatively unpopulated area. Now, the chances of directly hitting a population center are much higher, the average population in that center is much higher, and the average value per building is much higher.
The reported significant increase in casualty risks and costs is being reflected in property insurance practices which provides several optional expedientscurrently are in significant flux. The insurance industry is being forced to revise its risk assessment and exceptions to easepremium pricing practices in coastal areas as loss experience has deviated from earlier predictions, sometimes badly. In Florida, for example, some smaller carriers have failed, some larger carriers have left markets, and remaining carriers have significantly increased the potential burden in accountingpremiums of hurricane-related insurance, narrowed coverage, or both.
Coastal states such as Florida and Louisiana have created last-resort insurance pools for reference rate reform. The scope of ASU 2020-04 was expanded in 2021 with ASU 2021-01, "Scope". Refer to the Accounting Changes Issued but Not Currently Effective section of Note 1 - Significant Accounting Policies for additional information.
In December 2021, the FASB voted to extend the relief under Topic 848 (Reference Rate Reform) by two years, from December 31, 2022 to December 31, 2024.residents who cannot
U.S. Tax Accommodationobtain or afford private property insurance. However, as the costs borne by those pools increase, either the premiums will have to rise or general taxation will have to cover the difference. In addition, those programs generally do not help business clients.
On December 30, 2021, the IRS released final guidance thatState and local building and water-control codes are being revised, but often unevenly and often not retroactive to pre-existing structures and developments. The current transition period could be lengthy.
The availability, reliability, and cost of adequate property insurance is intendeda significant concern for FHN as well as FHN's clients in affected markets. Instability in property insurance has made, and continues to facilitate the transitionmake, FHN's business decisions more difficult. That instability increases FHN's risks of existing contracts from LIBOR to new reference rates without triggering modification accounting or taxable exchange treatment for those contracts. This guidance specifies what mustloan loss and business downturn.
More fundamentally, elevated insurance and casualty costs blunt a key factor driving growth in many of these high-growth markets: lower costs of living. If market growth slows, FHN's business will be met in order to qualify for the beneficial transition approach and FHN is considering this guidance in its transition plans.impacted.
Critical Accounting Policies & Estimates
Allowance for Loan and Lease Losses
Management’s policy is to maintain the ALLL at a level sufficient to absorb expected credit losses in the loan and lease portfolio. Management performs periodic and systematic detailed reviews of its loan and lease portfolio to identify trends and to assess the overall collectability of the portfolio. Management believes the accounting estimate related to the ALLL is a “critical accounting estimate” as: (1) changes in it can materially affect the provision for loan and lease losses and net income, (2) it requires management to predict borrowers’ likelihood or capacity to repay, including evaluation of inherently uncertain future economic conditions, (3) prepayment activity must be projected to estimate the life of loans that often are shorter than contractual terms, (4) it requires estimation of a reasonable and supportable forecast period for credit losses for loan portfolio segments before reversion to historical loss levels over the remaining life of a loan and (5) expected future recoveries of amounts previously charged off must be estimated. Accordingly, this is a highly subjective process and requires significant judgment since it is difficult to evaluate current and future economic conditions in relation to an overall credit cycle and estimate the timing and extent of loss events that are expected to occur prior to the end of a loan’s and leases'slease's estimated life.
FHN believes that the principal assumptions underlying the accounting estimates made by management include: (1)��the commercial loan portfolio has been properly risk
graded based on information about borrowers in specific industries and specific issues with respect to single borrowers; (2) borrower specific information made available to FHN is current and accurate; (3) the loan portfolio has been segmented properly and individual loans have similar credit risk characteristics and will behave similarly; (4) the lives for loan portfolio pools have been estimated properly, including consideration of expected prepayments; (5) the economic forecasts utilized
and associated weighting selected by management in the modeling of expected credit losses are reflective of future economic conditions; (6) entity-specific historical loss information has been properly assessed for all loan portfolio segments as the initial basis for estimating expected credit losses; (7) the reasonable and supportable periods for loan portfolio segments have been properly determined; (8) the reversion methodologies and timeframes for migration from the reasonable and supportable period to the use of historical loss rates are reasonable; (9) expected recoveries of prior charge off amounts have been properly estimated; and (10) qualitative adjustments to modeled loss results reasonably reflect expected future credit losses as of the date of the financial statements.
While management uses the best information available to establish the ALLL, future adjustments to the ALLL and methodology may be necessary if economic or other conditions differ substantially from the assumptions used


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in making the estimates. Such adjustments to prior estimates, as necessary, are made in the period in which these factors and other relevant considerations indicate that loss levels vary from previous estimates.
Selection and weighting of macroeconomic forecasts are the most significant inputs in quantitative ALLL calculations. Due to the sensitivity of the ALLL determination to macroeconomic forecasts, changes in those forecasts can result in materially different results between reporting periods. In the determination of the ALLL as of December 31, 2021,2023, FHN utilized Moody's Baseline S1 (more favorable) and S3 (adverse) scenarios for the calculation of the ALLL. FHN placed the most weight on the Moody's Baseline scenario but also included weightings for S1 andthe S3 scenarios, primarilyscenario to reflect the uncertainty of macroeconomic forecasts related to the ongoing economic impacts from the COVID-19 pandemic.conditions.


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ITEM 7. MANAGEMENT'S DISCUSSION & ANALYSIS (MD&A)
Due to the dynamic relationship of macroeconomic inputs in modeling calculations, quantifying the effects of
changing individual inputs is highly challenging. Additionally, management applies judgment in developing qualitative adjustments that are considered necessary to appropriately reflect elements of credit risk that are not captured in the quantitative model results. To provide some hypothetical sensitivity analysis, FHN prepared two alternate quantitative calculations, applying 100% weighting to Moody's Baseline and S3 (adverse) scenarios.
These hypothetical calculations resulted in a 2.5%an 8% reduction and 17.5%24% increase, respectively, in ALLL in comparison to the ALLL recorded at December 31, 2021,2023, inclusive of qualitative adjustments that are affected by the weighting of forecast scenarios.
See Note 1 - Significant Accounting Policies and Note 54 - Allowance for Credit Losses for detail regarding FHN’s processes, models, and methodology for determining the ALLL.
Income Taxes
FHN is subject to the income tax laws of the U.S. and the states and jurisdictions in which it operates. FHN accounts for income taxes in accordance with ASC 740, "Income Taxes". Significant judgments and estimates are required in the determination of the consolidated income tax expense. FHN income tax expense, deferred tax assets and liabilities, and liabilities for unrecognized tax benefits reflect management’s best estimate of current and future taxes to be paid.
Income tax expense consists of both current and deferred taxes. Current income tax expense is an estimate of taxes to be paid or refunded for the current period and includes income tax expense related to uncertain tax positions. A DTA or a DTL is recognized for the tax consequences of temporary differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. Deferred taxes can be affected by changes in tax rates applicable to future years, either as a result of statutory changes or business changes that may change the jurisdictions in which taxes are paid. Additionally, DTAs are subject to a “more likely than not” test to determine whether the full amount of the DTAs should be realized in the financial statements. FHN evaluates the likelihood of realization of the DTA based on both positive and negative evidence available at the time, including (as appropriate) scheduled reversals of DTLs, projected future taxable income, tax planning strategies, and recent financial performance. Realization is dependent on generating sufficient taxable income prior to the expiration of the carryforwards attributable to or generated with respect to the DTA. In projecting future taxable income, FHN incorporates assumptions including the amount of future state and federal pretaxpre-tax operating income, the reversal of temporary differences, and the
implementation of feasible and prudent tax planning strategies. These assumptions require significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates used to manage the underlying business. If the “more likely than not” test is not met, a valuation allowance must be established against the DTA.
The income tax laws of the jurisdictions in which FHN operate are complex and subject to different interpretations by the taxpayer and the relevant government taxing authorities. In determining if a tax position should be recognized and in establishing a provision for income tax expense, FHN must make judgments and interpretations about the application of these inherently complex tax laws. Interpretations may be subjected to review during examination by taxing authorities and disputes may arise over the respective tax positions. FHN attempts to resolve disputes that may arise during the tax examination and audit process. However, certain disputes may ultimately be resolved through the federal and state court systems.
FHN monitors relevant tax authorities and revises estimates of accrued income taxes on a quarterly basis. Changes in estimates may occur due to changes in income tax laws and their interpretation by the courts and regulatory authorities. Revisions of estimates may also result from income tax planning and from the resolution of income tax controversies. Revisions in estimates may be material to operating results for any given period.
See Note 1514 - Income Taxes for additional information including discussion of valuation allowances related to deferred tax assets and the potential impact of unrecognized tax benefits on future earnings.


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ITEM 7. MANAGEMENT'S DISCUSSION & ANALYSIS (MD&A)
Contingent Liabilities
A liability is contingent if the amount or outcome is not presently known, but may become known in the future as a result of the occurrence of some uncertain future event. FHN estimates its contingent liabilities based on management’s estimates about the probability of outcomes and their ability to estimate the range of exposure. Accounting standards require that a liability be recorded if management determines that it is probable
that a loss has occurred and the loss can be reasonably estimated. In addition, it must be probable that the loss will be confirmed by some future event. As part of the estimation process, management is required to make assumptions about matters that are by their nature highly uncertain and difficult to estimate.


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ITEM 7. MANAGEMENT'S DISCUSSION & ANALYSIS (MD&A)
The assessment of contingent liabilities, including legal contingencies, involves the use of critical estimates, assumptions, and judgments. Management’s estimates are based on their belief that future events will validate
the current assumptions regarding the ultimate outcome of these exposures. However, there can be no assurance that future events, such as court decisions or decisions of arbitrators, will not differ from management’s assessments. Whenever practicable, management consults with third-party experts (e.g., attorneys, accountants, claims administrators, etc.) to assist with the
gathering and evaluation of information related to contingent liabilities. Based on internally and/or externally prepared evaluations, management makes a determination whether the potential exposure requires accrual in the financial statements.
See Note 1716 - Contingencies and Other Disclosures for additional information regarding FHN's existing material contingent liabilities, including those with and without loss accruals, and discussion of reasonably possible loss amounts for pending litigation matters.
Accounting Changes with Extended Transition Periods
Refer to Note 1 – Significant Accounting Policies for a detail of accounting changes with extended transition periods, a summary of accounting changes, and
periods,accounting changes issued but not currently effective, which section is incorporated into this MD&A by this reference.
Non-GAAP Information
Certain measures are included in this report are “non-GAAP”, meaning they are not presented in accordance with U.S. GAAP and also are not codified in U.S. banking regulations currently applicable to FHN. Although other entities may use calculation methods that differ from those used by FHN for non-GAAP measures, FHN’s management believes such measures are relevant to understanding the capital position or financial results of FHN and its business segments. Non-GAAP measures are reported to FHN’s management and Board of Directors through various internal reports.
The non-GAAP measures presented in this report are: pre-provision net revenue, return on average tangible common equity, tangible common equity to tangible assets, adjusted tangible common equity to risk-weighted assets, and tangible book value per common share, and loans and leases excluding PPP loans.share. Table 7.307.28 appearing in the MD&A (Item 7 of Part II) of this report provides a reconciliation of non-GAAP items presented in this report to the most comparable GAAP presentation.
Presentation of regulatory measures, even those which are not GAAP, provide a meaningful base for
comparability to other financial institutions subject to the same regulations as FHN, as demonstrated by their use by banking regulators in reviewing capital adequacy of financial institutions. Although not GAAP terms, these regulatory measures are not considered “non-GAAP” under U.S. financial reporting rules as long as their presentation conforms to regulatory standards. Regulatory measures used in this MD&A include: common equity tier 1 capital, generally defined as common equity less goodwill, other intangibles, and certain other required regulatory deductions; tier 1 capital, generally defined as the sum of core capital (including common equity and instruments that cannot be redeemed at the option of the holder) adjusted for certain items under risk based capital regulations; and risk-weighted assets, which is a measure of total on- and off-balance sheet assets adjusted for credit and market risk, used to determine regulatory capital ratios.
The following table provides a reconciliation of non-GAAP items presented in this MD&A to the most comparable GAAP presentation:
Table 7.30
NON-GAAP TO GAAP RECONCILIATION
(Dollars in millions; shares in thousands)202120202019
Pre-provision Net Revenue (Non-GAAP)
Net interest income (GAAP)$1,994 $1,662 $1,210 
Plus: Noninterest income (GAAP)1,076 1,492 654 
Total Revenues (GAAP)3,070 3,154 1,864 
Less: Noninterest expense (GAAP)2,096 1,718 1,233 
Pre-provision Net Revenue (Non-GAAP)$974 $1,436 $631 
Tangible Common Equity (Non-GAAP) 
(A) Total equity (GAAP)$8,494 $8,307 $5,076 
Less: Noncontrolling interest (a)295 295 295 


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ITEM 7. MANAGEMENT'S DISCUSSION & ANALYSIS (MD&A)
Less: Preferred stock (a)520 470 96 
(B) Total common equity7,679 7,542 4,685 
Less: Goodwill and other intangible assets (GAAP) (b)1,809 1,865 1,563 
(C) Tangible common equity (Non-GAAP)5,870 5,677 3,122 
Less: Unrealized gains (losses) on AFS securities, net of tax(36)108 31 
(D) Adjusted tangible common equity (Non-GAAP)$5,906 $5,569 $3,091 
Tangible Assets (Non-GAAP)  
(E) Total assets (GAAP)$89,092 $84,209 $43,311 
Less: Goodwill and other intangible assets (GAAP) (b)1,809 1,865 1,563 
(F) Tangible assets (Non-GAAP)$87,283 $82,344 $41,748 
Average Tangible Common Equity (Non-GAAP)  
Average total equity (GAAP)$8,479 $6,609 $4,920 
Less: Average noncontrolling interest (a)295 295 295 
Less: Average preferred stock (a)506 297 96 
(G) Total average common equity7,678 6,017 4,529 
Less: Average goodwill and other intangible assets (GAAP) (b)1,836 1,696 1,575 
(H) Average tangible common equity (Non-GAAP)$5,842 $4,321 $2,954 
Net Income Available to Common Shareholders  
(I) Net income available to common shareholders$962 $822 $435 
Risk Weighted Assets  
(J) Risk weighted assets (c)$64,183 $63,140 $37,046 
Period-end shares outstanding
(K) Period-end shares outstanding533,577 555,031 311,469 
Ratios
(A)/(E) Total period-end equity to period-end assets (GAAP)9.53 %9.86 %11.72 %
(C)/(F) Tangible common equity to tangible assets (Non-GAAP)6.73 6.89 7.48 
(D)/(J) Adjusted tangible common equity to risk weighted assets (Non-GAAP)9.20 8.82 8.34 
(I)/(G) Return on average common equity (GAAP)12.53 13.66 9.60 
(I)/(H) Return on average tangible common equity (Non-GAAP)16.46 19.03 14.71 
(B)/(K) Book value per common share (GAAP)$14.39 $13.59 $15.04 
(C)/(K) Tangible book value per common share (Non-GAAP)$11.00 $10.23 $10.02 
Loans and leases excluding PPP loans (Non-GAAP)
Commercial loans and leases excluding PPP loans$42,139 $41,327 
PPP loans1,038 4,052 
Total commercial loans and leases43,177 45,379 
Total consumer loans11,682 12,853 
Total loans and leases$54,859 $58,232 
Table 7.28
NON-GAAP TO GAAP RECONCILIATION
(Dollars in millions; shares in thousands)202320222021
Pre-provision Net Revenue (Non-GAAP)
Net interest income (GAAP)$2,540 $2,392 $1,994 
Plus: Noninterest income (GAAP)927 815 1,076 
Total Revenues (GAAP)3,467 3,207 3,070 
Less: Noninterest expense (GAAP)2,079 1,953 2,096 
Pre-provision Net Revenue (Non-GAAP)$1,388 $1,254 $974 
Tangible Common Equity (Non-GAAP) 
(A) Total equity (GAAP)$9,291 $8,547 $8,494 
Less: Noncontrolling interest (a)295 295 295 
Less: Preferred stock (a)520 1,014 520 
(B) Total common equity8,476 7,238 7,679 
Less: Goodwill and other intangible assets (GAAP) (b)1,696 1,745 1,809 
(C) Tangible common equity (Non-GAAP)6,780 5,493 5,870 
Less: Unrealized gains (losses) on AFS securities, net of tax(836)(972)(36)
(D) Adjusted tangible common equity (Non-GAAP)$7,616 $6,465 $5,906 
Tangible Assets (Non-GAAP)  
(E) Total assets (GAAP)$81,661 $78,953 $89,092 
Less: Goodwill and other intangible assets (GAAP) (b)1,696 1,745 1,809 
(F) Tangible assets (Non-GAAP)$79,965 $77,208 $87,283 
Average Tangible Common Equity (Non-GAAP)  
Average total equity (GAAP)$8,905 $8,579 $8,479 
Less: Average noncontrolling interest (a)295 295 295 
Less: Average preferred stock (a)758 935 506 
(G) Total average common equity7,852 7,349 7,678 
Less: Average goodwill and other intangible assets (GAAP) (b)1,720 1,777 1,836 
(H) Average tangible common equity (Non-GAAP)$6,132 $5,572 $5,842 
Net Income Available to Common Shareholders  
(I) Net income available to common shareholders$865 $868 $962 
Risk Weighted Assets  
(J) Risk weighted assets (c)$71,074 $69,163 $64,183 
Period-end shares outstanding
(K) Period-end shares outstanding558,839 537,101 533,577 
Ratios
(A)/(E) Total period-end equity to period-end assets (GAAP)11.38 %10.83 %9.53 %
(C)/(F) Tangible common equity to tangible assets (Non-GAAP)8.48 7.12 6.73 
(D)/(J) Adjusted tangible common equity to risk weighted assets (Non-GAAP)10.72 9.35 9.20 
(I)/(G) Return on average common equity (GAAP)11.01 11.81 12.53 
(I)/(H) Return on average tangible common equity (Non-GAAP)14.11 15.58 16.46 
(B)/(K) Book value per common share (GAAP)$15.17 $13.48 $14.39 
(C)/(K) Tangible book value per common share (Non-GAAP)$12.13 $10.23 $11.00 
(a)Included in total equity on the Consolidated Balance Sheets.
(b)Includes goodwill and other intangible assets, net of amortization.
(c)Defined by and calculated in conformity with bank regulations applicable to FHN.



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ITEM 7A. QUANTITATIVE & QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Item 7A.    Quantitative and Qualitative Disclosures About Market Risk
The information called for by this Item is incorporated herein by reference to: 20212023 MD&A (Item 7), which begins on page 6054 of this report; Note 22-Derivatives,21—Derivatives, which begins on page 184178 of this report; and Note 23-Master22—Master Netting and Similar Agreements - Repurchase, Reverse Repurchase, and Securities Borrowing Transactions, which begins on page 191185 of this report. Within 20212023 MD&A, these sections are especially pertin
these sections are especially pertinentent to this Item 7A: Market Risk Management and Interest Rate Risk Management which begin, respectively, on pages 9182 and 9384 of this report. Notes 2221 and 2322 are part of our 20212023 Financial Statements (Item 8).




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ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
ITEM 8 TOPICS
Item 8.    Financial Statements and Supplementary Data

TABLE OF ITEM 8 TOPICS


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  107101
20212023 FORM 10-K ANNUAL REPORT

ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
ITEM 8 TOPICS


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  108102
20212023 FORM 10-K ANNUAL REPORT

ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
MANAGEMENT REPORT ON ICOFR
Report of Management on Internal Control over Financial Reporting

Management at First Horizon Corporation is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. First Horizon Corporation’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Even effective internal controls, no matter how well designed, have inherent limitations such as the possibility of human error or of circumvention or overriding of controls, and consideration of cost in relation to benefit of a control. Moreover, effectiveness must necessarily be considered according to the existing state of the art of internal control. Further, because of changes in conditions, the effectiveness of internal controls may diminish over time.
Management assessed the effectiveness of First Horizon Corporation’s internal control over financial reporting as of December 31, 2021.2023. This assessment was based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Based on our assessment and those criteria, management believes that First Horizon Corporation maintained effective internal control over financial reporting as of December 31, 2021.2023.
KPMG LLP, the independent registered public accounting firm that audited First Horizon Corporation's financial statements, issued an audit report on First Horizon Corporation’s internal control over financial reporting. That report appears on the following page.


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  109103
20212023 FORM 10-K ANNUAL REPORT

ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
OPINION ON ICOFR
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
First Horizon Corporation:

Opinion on Internal Control Over Financial Reporting
We have audited First Horizon Corporation and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2021,2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021,2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 20212023 and 2020,2022, the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2021,2023, and the related notes (collectively, the consolidated financial statements), and our report dated March 1, 2022February 22, 2024 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report of Management on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
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Memphis, Tennessee
March 1, 2022


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ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
OPINION ON CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
First Horizon Corporation:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of First Horizon Corporation and subsidiaries (the Company) as of December 31, 2021 and 2020, the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2021, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2021, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 1, 2022 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Change in Accounting Principle

As discussed in Notes 1 and 5 to the consolidated financial statements, the Company has changed its method of accounting for the recognition and measurement of credit losses as of January 1, 2020 due to the adoption of ASC 326, Financial Instruments — Credit Losses.

Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report of Management on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
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Memphis, Tennessee
February 22, 2024


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2023 FORM 10-K ANNUAL REPORT

ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
OPINION ON CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
First Horizon Corporation:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of First Horizon Corporation and subsidiaries (the Company) as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 22, 2024 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Assessment of the allowance for loan losses for loans collectively evaluated for impairment

As discussed in Notes 1 and 54 to the consolidated financial statements, the Company’s total allowance for loan losses as of December 31, 20212023 was $670$773 million, of which a portion related to the allowance for loan losses for loans


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2021 FORM 10-K ANNUAL REPORT

ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
OPINION ON CONSOLIDATED FINANCIAL STATEMENTS
collectively evaluated for impairment (the collective ALLL). The collective ALLL includes the measure of expected credit losses on a collective (pooled) basis for those loans that share similar risk characteristics. The Company estimated the collective ALLL using a current expected credit losses methodology which is based on relevantinternal and external information about historical experience,relating to past events, current conditions, and reasonable and supportable forecasts of future conditions that affect the collectability of the loan balances.future cash flows. The expected credit losses are the product of multiplying the Company’s estimates of probability of default (PD), loss given default (LGD), and individual loan level exposure at


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2023 FORM 10-K ANNUAL REPORT

ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
OPINION ON CONSOLIDATED FINANCIAL STATEMENTS
default (EAD), including amortization and prepayment assumptions, on an undiscounted basis. The Company uses models or assumptions to develop expected loss forecasts, which incorporate ainclusive of qualitative adjustments that are affected by the weighting approach forof multiple macroeconomic forecastsforecast scenarios over a four year reasonable and supportable forecast period. After the reasonable and supportable forecast period, the Company immediately reverts to its historical loss averages, evaluated over the historical observation periods,period, for the remaining estimated life of the loans. In order to capture the unique risks of the loan portfolio within the PD, LGD, and prepayment models, the Company segments the portfolio into pools, generally incorporating loan grades for commercial loans. The Company uses qualitative adjustments to adjust historical loss information in situations where current loan characteristics differ from those in the historical loss information and for differences in economic conditions and other factors.

We identified the assessment of the collective ALLL as a critical audit matter. A high degree of audit effort, including specialized skills and knowledge, and subjective and complex auditor judgment was involved in the assessment of the collective ALLL due to significant measurement uncertainty. Specifically, the assessment encompassed the evaluation of the collective ALLL methodology, including the methods and models used to estimate the PD, LGD, and prepayments and their significant assumptions, which included the reasonable and supportable forecast period,selection of the economic forecast scenarios and macroeconomic assumptions.the weighting of each economic scenario. The assessment also included the evaluation of certain qualitative adjustments and their significant assumptions. The significant assumptions are sensitive to variation, such that minor changes in the assumption can cause significant changes in the estimates. The assessment also included an evaluation of the conceptual soundness and performance of the PD, LGD, and prepayments models. In addition, auditor judgment was required to evaluate the sufficiency of audit evidence obtained.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s measurement of the collective ALLL estimate, including controls over the:

assessment of the collective ALLL methodology

performance monitoring of the PD, LGD and prepayment models

continued use and appropriateness of changes to the PD, LGD, and prepayment models, including the significant assumptions used in the PD, LGD, and prepayment models

selection of the economic scenarios and the weighting of each economic scenario

development of the qualitative adjustments, including the significant assumptions used in the measurement of the qualitative adjustments

analysis of the collective ALLL results, trends, and ratios.

We evaluated the Company’s process to develop the collective ALLL estimate by testing certain sources of data, factors, and assumptions that the Company used, and considered the relevance and reliability of such data, factors, and assumptions. In addition, we involved credit risk professionals with specialized skills and knowledge, who assisted in:

evaluating the Company’s collective ALLL methodology for compliance with U.S. generally accepted accounting principles
evaluating judgments made by the Company relative to the performance testing of the PD, LGD, and prepayment models by comparing them to relevant Company-specific metrics and trends and the applicable industry and regulatory practices
assessing the conceptual soundness and performance testing of the PD, LGD, and prepayment models by inspecting the model documentation to determine whether the models are suitable for their intended use
evaluating the selection of the economic forecast scenarios and the weighting applied to each scenario by comparing them to the Company’s business environment and relevant industry practices


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ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
OPINION ON CONSOLIDATED FINANCIAL STATEMENTS
evaluating the selection of the economic forecast scenarios by comparing to the Company’s business environment and relevant industry practices
evaluating the length of the reasonable and supportable forecast period by comparing to specific portfolio risk characteristics and trends
evaluating the methodology used to develop the qualitative adjustments and the effect of those adjustments on the collective ALLL compared with relevant credit risk factors and consistency with credit trends and identified limitations of the underlying quantitative models.
We also assessed the sufficiency of the audit evidence obtained related to the collective ALLL estimate by evaluating the:
cumulative results of the audit procedures
qualitative aspects of the Company’s accounting practice
potential bias in the accounting estimates.
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We have served as the Company’s auditor since 2002.
Memphis, Tennessee
March 1, 2022



February 22, 2024


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20212023 FORM 10-K ANNUAL REPORT

ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
CONSOLIDATED BALANCE SHEETS
Consolidated Balance Sheets
December 31,
(Dollars in millions, except per share amounts)20212020
Assets
Cash and due from banks$1,147 $1,203 
Interest-bearing deposits with banks14,907 8,351 
Federal funds sold and securities purchased under agreements to resell641 445 
Trading securities1,601 1,176 
Securities available for sale at fair value8,707 8,047 
Securities held to maturity (fair value of $705 and $10, respectively)712 10 
Loans held for sale (including $258 and $405 at fair value, respectively)1,172 1,022 
Loans and leases (including $— and $16 at fair value, respectively)54,859 58,232 
Allowance for loan and lease losses(670)(963)
Net loans and leases54,189 57,269 
Premises and equipment665 759 
Goodwill1,511 1,511 
Other intangible assets298 354 
Other assets3,542 4,062 
Total assets$89,092 $84,209 
Liabilities
Noninterest-bearing deposits$27,883 $22,173 
Interest-bearing deposits47,012 47,809 
Total deposits74,895 69,982 
Trading liabilities426 353 
Short-term borrowings2,124 2,198 
Term borrowings1,590 1,670 
Other liabilities1,563 1,699 
Total liabilities80,598 75,902 
Equity
Preferred stock, Non-cumulative perpetual, no par value; authorized 5,000,000 shares; issued 26,750 and 26,250 shares, respectively520 470 
Common stock, $0.625 par value; authorized 700,000,000 shares; issued 533,576,766 and 555,030,652 shares, respectively333 347 
Capital surplus4,743 5,074 
Retained earnings2,891 2,261 
Accumulated other comprehensive loss, net(288)(140)
FHN shareholders' equity8,199 8,012 
Noncontrolling interest295 295 
Total equity8,494 8,307 
Total liabilities and equity$89,092 $84,209 

December 31,
(Dollars in millions, except per share amounts)20232022
Assets
Cash and due from banks$1,012 $1,061 
Interest-bearing deposits with banks1,328 1,384 
Federal funds sold and securities purchased under agreements to resell719 482 
Trading securities1,412 1,375 
Securities available for sale at fair value8,391 8,836 
Securities held to maturity (fair value of $1,161 and $1,209, respectively)
1,323 1,371 
Loans held for sale (including $68 and $51 at fair value, respectively)
502 590 
Loans and leases61,292 58,102 
Allowance for loan and lease losses(773)(685)
Net loans and leases60,519 57,417 
Premises and equipment590 612 
Goodwill1,510 1,511 
Other intangible assets186 234 
Other assets4,169 4,080 
Total assets$81,661 $78,953 
Liabilities
Noninterest-bearing deposits$17,204 $23,466 
Interest-bearing deposits48,576 40,023 
Total deposits65,780 63,489 
Trading liabilities509 335 
Short-term borrowings2,549 2,506 
Term borrowings1,150 1,597 
Other liabilities2,382 2,479 
Total liabilities72,370 70,406 
Equity
Preferred stock, Non-cumulative perpetual, no par value; authorized 5,000,000 shares; issued 26,750 and 31,686 shares, respectively520 1,014 
Common stock, $0.625 par value; authorized 700,000,000 shares; issued 558,838,694 and 537,100,615 shares, respectively349 336 
Capital surplus5,351 4,840 
Retained earnings3,964 3,430 
Accumulated other comprehensive loss, net(1,188)(1,368)
FHN shareholders' equity8,996 8,252 
Noncontrolling interest295 295 
Total equity9,291 8,547 
Total liabilities and equity$81,661 $78,953 
See accompanying notes to consolidated financial statements.



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20212023 FORM 10-K ANNUAL REPORT

ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
CONSOLIDATED STATEMENTS OF INCOME
Consolidated Statements of Income
Year Ended December 31
Year Ended December 31Year Ended December 31
(Dollars in millions, except per share data; shares in thousands)(Dollars in millions, except per share data; shares in thousands)202120202019(Dollars in millions, except per share data; shares in thousands)202320222021
Interest incomeInterest income
Interest and fees on loans and leases
Interest and fees on loans and leases
Interest and fees on loans and leasesInterest and fees on loans and leases$1,957 $1,722 $1,394 
Interest and fees on loans held for saleInterest and fees on loans held for sale33 30 31 
Interest on investment securitiesInterest on investment securities121 105 121 
Interest on trading securitiesInterest on trading securities303547Interest on trading securities78 585830
Interest on other earning assetsInterest on other earning assets17631Interest on other earning assets149 969617
Total interest incomeTotal interest income2,158 1,898 1,624 
Interest expenseInterest expense
Interest on deposits
Interest on deposits
Interest on depositsInterest on deposits81 152 307 
Interest on trading liabilitiesInterest on trading liabilities6 13 
Interest on short-term borrowingsInterest on short-term borrowings51441Interest on short-term borrowings210 23235
Interest on term borrowingsInterest on term borrowings72 64 53 
Total interest expenseTotal interest expense164 236 414 
Net interest incomeNet interest income1,994 1,662 1,210 
Provision for credit losses(310)503 45 
Provision (benefit) for credit losses
Provision (benefit) for credit losses
Provision (benefit) for credit losses
Net interest income after provision for credit lossesNet interest income after provision for credit losses2,304 1,159 1,165 
Noninterest incomeNoninterest income
Deposit transactions and cash management
Deposit transactions and cash management
Deposit transactions and cash management
Fixed incomeFixed income406 423 279 
Deposit transactions and cash management175 148 132 
Mortgage banking and title income154 129 10 
Brokerage, management fees and commissionsBrokerage, management fees and commissions88 66 55 
Card and digital banking feesCard and digital banking fees78 60 49 
Other service charges and fees
Trust services and investment managementTrust services and investment management51 39 30 
Other service charges and fees44 26 21 
Mortgage banking and title income
Gain on merger termination
Securities gains (losses), netSecurities gains (losses), net13 (6)— 
Purchase accounting gain(1)533 — 
Other income
Other income
Other incomeOther income68 74 78 
Total noninterest incomeTotal noninterest income1,076 1,492 654 
Noninterest expenseNoninterest expense
Personnel expensePersonnel expense1,210 1,033 695 
Personnel expense
Personnel expense
Net occupancy expenseNet occupancy expense137 116 80 
Deposit insurance expense
Computer softwareComputer software116 85 61 
Operations servicesOperations services80 56 46 
Advertising and public relationsAdvertising and public relations71 5037
Contributions
Legal and professional feesLegal and professional fees68 84 72 
Contract employment and outsourcingContract employment and outsourcing67 24 13 
Amortization of intangible assetsAmortization of intangible assets56 40 25 
Equipment expenseEquipment expense47 42 34 
Communications and deliveryCommunications and delivery373125Communications and delivery35 3737
Advertising and public relations371834
Impairment of long-lived assetsImpairment of long-lived assets34 23 
Contributions14 41 11 
Other expenseOther expense193141114Other expense182186169
Total noninterest expenseTotal noninterest expense2,096 1,718 1,233 
Income before income taxes1,284 933 586 


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20212023 FORM 10-K ANNUAL REPORT

ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
CONSOLIDATED STATEMENTS OF INCOME
Income tax expense27476134
Net income$1,010 $857 $452 
Net income attributable to noncontrolling interest111211
Net income attributable to controlling interest$999 $845 $441 
Preferred stock dividends37236
Net income available to common shareholders$962 $822 $435 
Basic earnings per share$1.76 $1.90 $1.39 
Diluted earnings per share$1.74 $1.89 $1.38 
Weighted average common shares546,354 432,125 313,637 
Diluted average common shares551,241 433,717 315,657 
Income before income taxes1,128 1,159 1,284 
Income tax expense212 247274
Net income$916 $912 $1,010 
Net income attributable to noncontrolling interest19 1211
Net income attributable to controlling interest$897 $900 $999 
Preferred stock dividends32 3237
Net income available to common shareholders$865 $868 $962 
Basic earnings per share$1.58 $1.62 $1.76 
Diluted earnings per share$1.54 $1.53 $1.74 
Weighted average common shares548,410 535,033 546,354 
Diluted average common shares561,732 566,004 551,241 
See accompanying notes to consolidated financial statements.


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ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Consolidated Statements of Comprehensive Income
Year Ended December 31 Year Ended December 31
(Dollars in millions)(Dollars in millions)202120202019(Dollars in millions)202320222021
Net incomeNet income$1,010 $857 $452 
Other comprehensive income (loss), net of tax:Other comprehensive income (loss), net of tax:
Net unrealized gains (losses) on securities available for saleNet unrealized gains (losses) on securities available for sale(144)77 107 
Net unrealized gains (losses) on securities available for sale
Net unrealized gains (losses) on securities available for sale
Net unrealized gains (losses) on cash flow hedgesNet unrealized gains (losses) on cash flow hedges(10)15 
Net unrealized gains (losses) on pension and other postretirement plansNet unrealized gains (losses) on pension and other postretirement plans6 13 15 
Other comprehensive income (loss)Other comprehensive income (loss)(148)99 137 
Comprehensive income862 956 589 
Comprehensive income (loss)
Comprehensive income attributable to noncontrolling interestComprehensive income attributable to noncontrolling interest11 12 11 
Comprehensive income attributable to controlling interest$851 $944 $578 
Comprehensive income (loss) attributable to controlling interest
Income tax expense (benefit) of items included in other comprehensive income:Income tax expense (benefit) of items included in other comprehensive income:
Net unrealized gains (losses) on securities available for sale
Net unrealized gains (losses) on securities available for sale
Net unrealized gains (losses) on securities available for saleNet unrealized gains (losses) on securities available for sale$(46)$25 $35 
Net unrealized gains (losses) on cash flow hedgesNet unrealized gains (losses) on cash flow hedges(3)
Net unrealized gains (losses) on pension and other postretirement plansNet unrealized gains (losses) on pension and other postretirement plans2 
See accompanying notes to consolidated financial statements.



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ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Consolidated Statements of Changes in Equity
Preferred StockCommon Sock
(Dollars in millions, except per share data; shares in thousands)SharesAmountSharesAmountCapital
Surplus
Retained EarningsAccumulated
Other
Comprehensive
Income (Loss) (a)
Noncontrolling InterestTotal
Balance, December 31, 20181,000 $96 318,573 $200 $3,029 $1,542 $(376)$295 $4,786 
Adjustment to reflect adoption of ASU 2016-02— — — — — (1)— — (1)
Beginning balance, as adjusted1,000 96 318,573 200 3,029 1,541 (376)295 4,785 
Net income— — — — — 441 — 11 452 
Other comprehensive income (loss)— — — — — — 137 — 137 
Comprehensive income (loss)— — — — — 441 137 11 589 
Cash dividends declared:
Preferred stock— — — — — (6)— — (6)
Common stock ($.56 per share)— — — — — (178)— — (178)
Common stock repurchased (b)— — (9,100)(6)(128)— — — (134)
Common stock issued for:
Stock options exercised and restricted stock awards— — 1,996 — — — 
Stock-based compensation expense— — — — 22 — — — 22 
Dividends declared - noncontrolling interest of subsidiary preferred stock— — — — — — — (11)(11)
Balance, December 31, 20191,000 96 311,469 195 2,931 1,798 (239)295 5,076 
Adjustment to reflect adoption of ASU 2016-13— — — — — (96)— — (96)
Beginning balance, as adjusted1,000 96 311,469 195 2,931 1,702 (239)295 4,980 
Net income— — — — — 845 — 12 857 
Other comprehensive income (loss)— — — — — — 99 — 99 
Comprehensive income (loss)— — — — — 845 99 12 956 
Cash dividends declared:
Preferred stock— — — — — (23)— — (23)
Common stock ($.60 per share)— — — — — (263)— — (263)
Preferred stock issuance (1,500 shares issued at $100,000 per share net of offering costs)1,500 144 — — — — — — 144 
Common stock repurchased (b)— — (426)— (4)— — — (4)
Common stock issued for:
Stock options exercised and restricted stock awards— — 1,726 — — — — 
Issued in business combination (c)23,750 230 243,015 152 2,115 — — — 2,497 
Stock-based compensation expense— — — — 32 — — — 32 
Dividends declared - noncontrolling interest of subsidiary preferred stock— — — — — — — (12)(12)
Other (d)— — (753)— (7)— — — (7)
Balance, December 31, 202026,250 470 555,031 347 5,074 2,261 (140)295 8,307 
Net income— — — — — 999 — 11 1,010 
Other comprehensive income (loss)— — — — — — (148)— (148)
Comprehensive income (loss)— — — — — 999 (148)11 862 
Cash dividends declared:
Preferred stock— — — — — (32)— — (32)
Common stock ($0.60 per share)— — — — — (332)— — (332)
Preferred stock issuance (1,500 shares issued at $100,000 per share net of offering costs)1,500 145 — — — — — — 145 
Call of preferred stock(1,000)(95)— — — (5)— — (100)
Common stock repurchased (b)— — (25,063)(16)(400)— — — (416)
Common stock issued for:
Stock options exercised and restricted stock awards— — 3,609 26 — — — 28 
Stock-based compensation expense— — — — 43 — — — 43 
Dividends declared - noncontrolling interest of subsidiary preferred stock— — — — — — — (11)(11)
Balance, December 31, 202126,750 $520 533,577 $333 $4,743 $2,891 $(288)$295 $8,494 


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2021 FORM 10-K ANNUAL REPORT

ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Preferred StockCommon Stock
(Dollars in millions, except per share data; shares in thousands)SharesAmountSharesAmountCapital
Surplus
Retained EarningsAccumulated
Other
Comprehensive
Income (Loss) (a)
Noncontrolling InterestTotal
Balance, December 31, 202026,250 $470 555,031 $347 $5,074 $2,261 $(140)$295 $8,307 
Net income— — — — — 999 — 11 1,010 
Other comprehensive income (loss)— — — — — — (148)— (148)
Cash dividends declared:
Preferred stock— — — — — (32)— — (32)
Common stock ($0.60 per share)— — — — — (332)— — (332)
Preferred stock issuance (1,500 shares issued at $100,000 per share net of offering costs)1,500 145 — — — — — — 145 
Call of preferred stock(1,000)(95)— — — (5)— — (100)
Common stock repurchased (b)— — (25,063)(16)(400)— — — (416)
Common stock issued for:
Stock options exercised and restricted stock awards— — 3,609 26 — — — 28 
Stock-based compensation expense— — — — 43 — — — 43 
Dividends declared - noncontrolling interest of subsidiary preferred stock— — — — — — — (11)(11)
Balance, December 31, 202126,750 520 533,577 333 4,743 2,891 (288)295 8,494 
Net income— — — — — 900 — 12 912 
Other comprehensive income (loss)— — — — — — (1,080)— (1,080)
Cash dividends declared:
Preferred stock— — — — — (32)— — (32)
Common stock ($0.60 per share)— — — — — (329)— — (329)
Preferred stock issuance (4,936 shares issued at $100,000 per share)4,936 494 — — — — — — 494 
Common stock repurchased— — (577)— (12)— — — (12)
Common stock issued for:
Stock options exercised and restricted stock awards— — 4,101 34 — — — 37 
Stock-based compensation expense— — — — 75 — — — 75 
Dividends declared - noncontrolling interest of subsidiary preferred stock— — — — — — — (12)(12)
Balance, December 31, 202231,686 1,014 537,101 336 4,840 3,430 (1,368)295 8,547 
Adjustment to reflect adoption of ASU 2022-02— — — — — — — 
Net income— — — — — 897 — 19 916 
Other comprehensive income (loss)— — — — — — 180 — 180 
Cash dividends declared:
Preferred stock— — — — — (32)— — (32)
Common stock ($0.60 per share)— — — — — (335)— — (335)
Preferred stock conversion(4,936)(494)— — — — — — (494)
Common stock repurchased— — (807)(1)(9)— — — (10)
Common stock issued for:
Stock options exercised and restricted stock awards— — 2,802 — — — — 
Series G preferred stock conversion— — 19,743 12 481 — — — 493 
Stock-based compensation expense— — — 34 — — — 36 
Dividends declared - noncontrolling interest of subsidiary preferred stock— — — — — — — (19)(19)
Balance, December 31, 202326,750 $520 558,839 $349 $5,351 $3,964 $(1,188)$295 $9,291 
(a)Due to the nature of the preferred stock issued by FHN and its subsidiaries, all components of other comprehensive income (loss) have been attributed solely to FHN as the controlling interest holder.
(b)2021 2020, and 2019 includeincludes $401 million $4 million, and $130 million, respectively, repurchased under share repurchase programs.
(c)See Note 2- Acquisitions and Divestitures for additional information.
(d)Represents shares canceled in connection with the resolution of remaining CBF dissenters' appraisal process and to cover taxes on the IBKC equity compensation grants that automatically vested as part of the merger.
See accompanying notes to consolidated financial statements.


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20212023 FORM 10-K ANNUAL REPORT

ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
CONSOLIDATED STATEMENTS OF CASH FLOWS
Consolidated Statements of Cash Flows
Year Ended December 31Year Ended December 31
(Dollars in millions)(Dollars in millions)202120202019(Dollars in millions)202320222021
Operating ActivitiesOperating Activities
Net incomeNet income$1,010 $857 $452 
Net income
Net income
Adjustments to reconcile net income to net cash provided by (used in) operating activities:Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Provision for credit losses(310)503 45 
Provision (benefit) for credit losses
Provision (benefit) for credit losses
Provision (benefit) for credit losses
Deferred income tax expense (benefit)Deferred income tax expense (benefit) (18)14 
Depreciation and amortization of premises and equipmentDepreciation and amortization of premises and equipment61 52 44 
Amortization of intangible assetsAmortization of intangible assets56 40 25 
Net other amortization and accretionNet other amortization and accretion(67)(30)(3)
Net (increase) decrease in trading securities1,824 1,912 1,423 
Net decrease in trading securities
Net (increase) decrease in derivativesNet (increase) decrease in derivatives412 (223)(134)
Purchase accounting gain1 (533)— 
Stock-based compensation expense
Stock-based compensation expense
Stock-based compensation expenseStock-based compensation expense43 32 22 
Securities (gains) losses, netSecurities (gains) losses, net(13)— 
Loss on debt extinguishmentLoss on debt extinguishment26 — — 
Net (gains) losses on sale/disposal of fixed assetsNet (gains) losses on sale/disposal of fixed assets29 22 
Gain on divestiture
(Gain) loss on BOLI(Gain) loss on BOLI(8)(5)(5)
Loans held for sale:Loans held for sale:
Loans held for sale:
Loans held for sale:
Purchases and originations
Purchases and originations
Purchases and originationsPurchases and originations(6,644)(4,710)(2,075)
Gross proceeds from settlements and salesGross proceeds from settlements and sales4,451 2,907 818 
(Gain) loss due to fair value adjustments and other
(Gain) loss due to fair value adjustments and other
(Gain) loss due to fair value adjustments and other(Gain) loss due to fair value adjustments and other(205)(81)(7)
Other operating activities, netOther operating activities, net75 (545)189 
Other operating activities, net
Other operating activities, net
Total adjustmentsTotal adjustments(269)(685)378 
Net cash provided by (used in) operating activities741 172 830 
Net cash provided by operating activities
Investing ActivitiesInvesting Activities
Proceeds from sales of securities available for sale
Proceeds from sales of securities available for sale
Proceeds from sales of securities available for saleProceeds from sales of securities available for sale68 629 192 
Proceeds from maturities of securities available for saleProceeds from maturities of securities available for sale2,771 4,099 800 
Purchases of securities available for salePurchases of securities available for sale(3,736)(4,740)(630)
Purchases of securities held to maturityPurchases of securities held to maturity(720)— — 
Proceeds from prepayments of securities held to maturityProceeds from prepayments of securities held to maturity17 — — 
Proceeds from sales of premises and equipmentProceeds from sales of premises and equipment42 12 20 
Purchases of premises and equipmentPurchases of premises and equipment(53)(58)(49)
Proceeds from sales and pay downs of loans classified as held to maturity — 20 
Proceeds from BOLI
Proceeds from BOLI
Proceeds from BOLIProceeds from BOLI22 12 14 
Net (increase) decrease in loans and leasesNet (increase) decrease in loans and leases3,509 (819)(3,570)
Net (increase) decrease in interest-bearing deposits with banksNet (increase) decrease in interest-bearing deposits with banks(6,556)(6,187)795 
Cash (paid) received for acquisitions, net 2,071 — 
Cash received for divestitures
Other investing activities, netOther investing activities, net19 14 18 
Net cash provided by (used in) investing activitiesNet cash provided by (used in) investing activities(4,617)(4,967)(2,390)
Financing ActivitiesFinancing Activities
Common stock:Common stock:
Common stock:
Common stock:
Stock options exercised
Stock options exercised
Stock options exercisedStock options exercised28 
Cash dividends paidCash dividends paid(333)(222)(171)
Repurchase of sharesRepurchase of shares(416)(4)(134)
Cancellation of common shares (7)— 
Preferred stock issuancePreferred stock issuance145 144 — 
Call of preferred stockCall of preferred stock(100)— — 
Cash dividends paid - preferred stock - noncontrolling interestCash dividends paid - preferred stock - noncontrolling interest(11)(12)(11)
Cash dividends paid - preferred stock
Net increase (decrease) in deposits


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20212023 FORM 10-K ANNUAL REPORT

ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
CONSOLIDATED STATEMENTS OF CASH FLOWS
Cash dividends paid - preferred stock(33)(17)(6)
Net increase (decrease) in deposits4,919 7,143 (253)
Net increase (decrease) in short-term borrowingsNet increase (decrease) in short-term borrowings(75)(1,529)2,384 
Increases (decreases) in term borrowings
Increases (decreases) in term borrowings
Increases (decreases) in term borrowingsIncreases (decreases) in term borrowings(108)(327)(396)
Net cash provided by (used in) financing activitiesNet cash provided by (used in) financing activities4,016 5,176 1,422 
Net increase (decrease) in cash and cash equivalentsNet increase (decrease) in cash and cash equivalents140 381 (138)
Cash and cash equivalents at beginning of periodCash and cash equivalents at beginning of period1,648 1,267 1,405 
Cash and cash equivalents at end of periodCash and cash equivalents at end of period$1,788 $1,648 $1,267 
Supplemental DisclosuresSupplemental Disclosures
Total interest paidTotal interest paid$170 $261 $411 
Total interest paid
Total interest paid
Total taxes paidTotal taxes paid258 105 71 
Total taxes refundedTotal taxes refunded30 36 28 
Transfer from loans to OREOTransfer from loans to OREO4 
Transfer from loans HFS to trading securitiesTransfer from loans HFS to trading securities2,232 1,742 1,321 
Transfer from loans to loans HFSTransfer from loans to loans HFS31 31 
Preferred stock conversion to common stock
See accompanying notes to consolidated financial statements.


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  121114
20212023 FORM 10-K ANNUAL REPORT

ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 1—SIGNIFICANT ACCOUNTING POLICIES
Notes to the Consolidated Financial Statements

Note 1—Significant Accounting Policies
Basis of Accounting
The consolidated financial statements of FHN, including its subsidiaries, have been prepared in conformity with accounting principles generally accepted in the United States of America and follow general practices within the industries in which it operates. This preparation requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. These estimates and assumptions are based on information available as of the date of the financial statements and could differ from actual results.
TD Transaction
As previously disclosed, on February 27, 2022, FHN entered into an Agreement and Plan of Merger (the “TD Merger Agreement”) with IBERIABANK Corporation
The Toronto-Dominion Bank, a Canadian chartered bank (“TD”), and certain TD subsidiaries. On July 1, 2020,May 4, 2023, FHN and IBERIABANK Corporation closed their mergerTD mutually terminated the TD Merger Agreement. Under the terms of equals transaction. Historical periods priorthe termination agreement, TD made a $200 million cash payment to FHN, in addition to the closing of$25 million fee reimbursement due to FHN pursuant to the merger only reflect results of legacy FHN operations. SubsequentTD Merger Agreement.
Merger and integration planning expenses related to closing, results reflect all post-merger activity. Refer to Note 2 – Acquisitions and Divestitures for additional information regarding the transaction.
Reclassification
In connectiontransactions associated with the IBKC merger, certain captionsTD Merger Agreement ("TD Transaction") are recorded in FHN’s Corporate segment. Expenses recognized during the Consolidated Balance Sheetsyears ended December 31, 2023 and Consolidated Statements of Income, loan categories,2022 were $51 million and business activities within the segments were realigned. Amounts reported in prior periods' consolidated financial statements, which represent FHN's pre-merger financial results, have been reclassified to conform to the current presentation.$87 million, respectively.
Principles of Consolidation
The consolidated financial statements include the accounts of FHN and other entities in which it has a controlling financial interest. Variable Interest Entities for which FHN or a subsidiary has been determined to be the primary beneficiary are also consolidated. Affiliates for which FHN is not considered the primary beneficiary and in which FHN does not have a controlling financial interest are accounted for by the equity method. These investments are included in other assets, and FHN’s proportionate share of income or loss is included in noninterest income. All significant intercompany transactions and balances have been eliminated.
Revenues
Revenue is recognized when the performance obligations under the terms of a contract with a client are satisfied in an amount that reflects the consideration FHN expects to be entitled. FHN derives a significant portion of its revenues from fee-based services. Noninterest income
from transaction-based fees is generally recognized
immediately upon completion of the transaction. Noninterest income from service-based fees is generally recognized over the period in which FHN provides the service. Any services performed over time generally require that FHN render services each period and therefore FHN measures progress in completing these services based upon the passage of time and recognizes revenue as invoiced.
Following is a discussion of FHN's key revenues within the scope of ASC 606, "Revenue from Contracts with Customers", except as noted.
Fixed Income
Fixed income includes fixed income securities sales, trading, and strategies, loan sales and derivative sales which are not within the scope of revenue from contracts with customers. Fixed income also includes investment banking fees earned for services related to underwriting debt securities and performing portfolio advisory services. FHN's performance obligation for underwriting services is satisfied on the trade date while advisory services is satisfied over time.
Mortgage Banking and Title Income
Mortgage banking and title income includes mortgage servicing income, title income, mortgage loan originations and sales, derivative settlements, as well as any changes in fair value recorded on mortgage loans and derivatives. Mortgage banking income from 1) sale of loans, 2) settlement of derivatives, 3) changes in fair value of loans, derivatives and servicing rights and 4) servicing of loans are not within the scope of revenue from contracts with customers. TitlePrior to the sale of this business during 2022, title income iswas earned when FHN fulfillsfulfilled its performance obligation at the point in time when the services arewere completed.
Deposit Transactions and Cash Management
Deposit transactions and cash management activities include fees for services related to consumer and commercial deposit products (such as service charges on checking accounts), cash management products and services such as electronic transaction processing (Automated Clearing House and Electronic Data Interchange), account reconciliation services, cash vault services, lockbox processing, and information reporting to large corporate clients. FHN's obligation for transaction-based services is satisfied at the time of the transaction when the service is delivered while FHN's obligation for service based fees is satisfied over the course of each month.


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  122115
20212023 FORM 10-K ANNUAL REPORT

ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 1—SIGNIFICANT ACCOUNTING POLICIES
Brokerage, Management Fees and Commissions
Brokerage, management fees and commissions include fees for portfolio management, trade commissions, and annuity and mutual fund sales. Asset-based management fees are charged based on the market value of the client’s assets. The services associated with these revenues, which include investment advice and active management of client assets are generally performed and recognized over a month or quarter. Transactional revenues are based on the size and number of transactions executed at the client’s direction and are generally recognized on the trade date.
Trust Services and Investment Management
Trust services and investment management fees include investment management, personal trust, employee benefits, and custodial trust services. Obligations for trust services are generally satisfied over time but may be satisfied at points in time for certain activities that are transactional in nature.
Card and Digital Banking Fees
Card and digital banking fees include credit interchange and network revenues and various card-related fees. Interchange income is recognized concurrently with the delivery of services on a daily basis. Card-related fees such as late fees, currency conversion, and cash advance fees are loan-related and excluded from the scope of ASC 606.
Contract Balances
As of December 31, 2021,2023 and 2022, accounts receivable related to products and services on non-interest income were $13 million and $12 million.million, respectively. For the year ended December 31, 2021,2023, FHN had no material impairment losses on non-interest accounts receivable and there were no material contract assets, contract liabilities or deferred contract costs recorded on the Consolidated Balance Sheets as of December 31, 2021.2023. Credit risk is assessed on these accounts receivable each reporting period and the amount of estimated uncollectible receivables is not material.
Transaction Price Allocated to Remaining Performance Obligations
For the year ended December 31, 2021,2023, revenue recognized from performance obligations related to prior periods was not material. Revenue expected to be recognized in any future year related to remaining performance obligations, excluding revenue pertaining to contracts that have an original expected duration of one year or less and contracts where revenue is recognized as invoiced, is not material.
Refer to Note 2019 - Business Segment Information for a reconciliation of disaggregated revenue by major product line and reportable segment.
Statements of Cash Flows
For purposes of these statements, cash and due from banks, federal funds sold, and securities purchased under agreements to resell are considered cash and cash equivalents. Federal funds are usually sold for one-day periods, and securities purchased under agreements to resell are short-term, highly liquid investments.
Interest-Bearing Deposits With Banks
Interest-bearing deposits with banks primarily consist of funds on deposit with the Federal Reserve and collateral posted with derivative counterparties. Interest is earned at overnight rates.
Debt Investment Securities
Debt securities that may be sold prior to maturity are classified as AFS and are carried at fair value. The unrealized gains and losses on debt securities AFS, including securities for which no credit impairment exists, are excluded from earnings and are reported, net of tax, as a component of other comprehensive income within shareholders’ equity and the Consolidated Statements of Comprehensive Income. Debt securities which management has the intent and ability to hold to maturity are reported at amortized cost. Interest only strips were classified in securities AFS and valued at elected fair value in periods prior to October 1, 2021 at which time they were transferred to trading securities. See Note 2423 - Fair Value of Assets and Liabilities for additional information. Realized gains and losses (i.e., from sales) for debt investment securities are determined by the specific identification method and reported in noninterest income.
The evaluation of credit risk for HTM debt securities mirrors the process described below for loans held for investment. AFS debt securities are reviewed for potential credit impairment at the individual security level. The evaluation of credit risk includes consideration of third-party and government guarantees (both explicit and implicit), senior or subordinated status, credit ratings of the issuer, the effects of interest rate changes since purchase and observable market information such as issuer-specific credit spreads. Credit losses for AFS debt securities are generally recognized through establishment of an allowance for credit losses that cannot exceed the amount by which amortized cost exceeds fair value. Charge-offs are recorded as reductions of the security’s amortized cost and the credit allowance. Subsequent improvements in estimated credit losses result in reduction of the credit allowance, but not beyond zero. However, if FHN has the intent to sell or if it is more-likely-than-not that it will be compelled to sell a security with an unrecognized loss, the difference between the security's carrying value and fair value is recognized through earnings and a new amortized cost basis is established for the security (i.e., no allowance for credit losses is recognized).
FHN has elected to exclude accrued interest receivable from the fair value and amortized cost basis on debt securities when assessing whether these securities have


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2023 FORM 10-K ANNUAL REPORT

ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 1—SIGNIFICANT ACCOUNTING POLICIES
experienced credit impairment. Additionally, FHN has elected to not measure an allowance for credit losses on AIR for debt securities based on its policy to write off


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2021 FORM 10-K ANNUAL REPORT

ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 1—SIGNIFICANT ACCOUNTING POLICIES
uncollectible interest in a timely manner, which generally occurs when delinquency reaches no more than 90 days for all security types. Any such write offs are recognized as a reduction of interest income. AIR for debt securities is included within other assets in the Consolidated Balance Sheet.Sheets.
Equity Investment SecuritiesInvestments
Equity securitiesinvestments are classified in other assets. Banks organized under state law may apply to be members of the Federal Reserve System. Each member bank is required to own stock in its regional Federal Reserve Bank. Given this requirement, FRB stock may not be sold, traded, or pledged as collateral for loans. Membership in the Federal Home Loan Bank network requires ownership of capital stock. Member banks are entitled to borrow funds from the FHLB and are required to pledge mortgage loans as collateral. Investments in the FHLB are non-transferable and, generally, membership is maintained primarily to provide a source of liquidity as needed. FRB and FHLB stock are recorded at cost and are subject to impairment reviews. FHN's subsidiary, First Horizon Bank, was a state member bank throughout 2021.2023.
Other equity investments primarily consist of mutual funds which are marked to fair value through earnings. Smaller balances of equity investments without a readily determinable fair value are recorded at cost minus impairment with adjustments through earnings for observable price changes in orderly transactions for the identical or a similar investment of the same issuer.
FedFederal Funds Sold and Purchased
FedFederal funds sold and purchased represent unsecured overnight funding arrangements between participants in the Federal Reserve system primarily to assist banks in meeting their regulatory cash reserve requirements. FedFederal Funds soldSold are evaluated for credit risk each reporting period. Due to the short duration of each transaction and the history of no credit losses, no credit loss has been recognized.
Securities Purchased Under Agreements to Resell and Securities Sold Under Agreements to Repurchase
FHN purchases short-term securities under agreements to resell which are accounted for as collateralized financings except where FHN does not have an agreement to sell the same or substantially the same securities before maturity at a fixed or determinable price. All of FHN’s securities purchased under agreements to resell are recognized as collateralized financings. Securities delivered under these transactions are delivered to either the dealer custody account at the FRB or to the applicable counterparty. Securities sold under agreements to repurchase are offered to cash management clients as an automated,
collateralized investment account. Securities sold under agreements to repurchase are also used by the consumer/commercial bank to obtain favorable borrowing rates on
its purchased funds. All of FHN's securities sold under agreements to repurchase are secured borrowings.
Collateral is valued daily and FHN may require counterparties to deposit additional securities or cash as collateral, or FHN may return cash or securities previously pledged by counterparties, or FHN may be required to post additional securities or cash as collateral, based on the contractual requirements for these transactions.
FHN’s fixed income business utilizes securities borrowing arrangements as part of its trading operations. Securities borrowing transactions generally require FHN to deposit cash with the securities lender. The amount of cash advanced is recorded within securities purchased under agreements to resell in the Consolidated Balance Sheets. These transactions are not considered purchases and the securities borrowed are not recognized by FHN. FHN does not conduct securities lending transactions.
Securities purchased under agreements to resell and securities borrowing arrangements are evaluated for credit risk each reporting period. As presented in Note 2322 - Master Netting and Similar Agreements - Repurchase, Reverse Repurchase, and Securities Borrowing Transactions, these agreements are collateralized by the related securities and collateral maintenance provisions with counterparties, including replenishment and adjustment on a transaction specific basis. This collateral includes both the securities collateral for each transaction as well as offsetting securities sold under agreements to repurchase with the same counterparty. Given the history of no credit losses and collateralized nature of these transactions, no credit loss has been recognized.
Loans Held for Sale
Loans originated or purchased for which management lacks the intent to hold are included in loans held for sale in the Consolidated Balance Sheets. FHN generally accounts for loans held for sale at the lower of amortized cost or market value, with an exception for certain mortgage loans held for sale and repurchased loans that are not governmentallygovernment insured which are carriedaccounted for under the fair value option of reporting.
Fair Value Option Election. These loans consist of originated fixed rate single-family residential mortgage loans that are committed to be sold in the secondary market. Gains and losses on these mortgage loans are included in mortgage banking and title income.
Other loans held for sale. For these loans, gains on sale are recognized through noninterest income. Net unrealized losses, if any, are recognized through a valuation allowance that is also recorded as a charge to noninterest income.


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20212023 FORM 10-K ANNUAL REPORT

ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 1—SIGNIFICANT ACCOUNTING POLICIES
Loans and Leases
Generally, loans are stated at principal amounts outstanding, net of unearned income. Interest on loans is recognized on an accrual basis at the applicable interest rate on the principal amount outstanding. Loan origination fees and direct costs as well as premiums and discounts are amortized as level yield adjustments over the respective loan terms. Unamortized net fees or costs, premiums and discounts are recognized in interest income upon early repayment of the loans. Loan commitment fees are generally deferred and amortized on a straight-line basis over the commitment period.
Equipment financing leases to commercial clients are primarily classified as direct financing and sales-type leases. Equipment financing leases are reported at the net lease investment, which represents the sum of minimum lease payments over the lease term and the estimated residual value, less unearned interest income. Interest income is accrued as earned over the term of the lease based on the net investment in leases. Fees incurred to originate the lease are deferred and recognized as an adjustment of the yield on the lease.
FHN has elected to exclude accrued interest receivable from the amortized cost basis on its held-for-investment loan portfolio. FHN has also elected to not measure an allowance for credit losses on AIR for loans held for investment based on its policy to write off uncollectible interest in a timely manner, which occurs when a loan is placed on nonaccrual status. Such write-offs are recognized as a reduction of interest income. AIR for held-for-investment loans is included within other assets in the Consolidated Balance Sheets.
FHN has continued to accrue interest on loans for which payment deferrals have been extended to borrowers affected by the COVID-19 pandemic. Deferrals are typically made in increments of three or six months. Cumulative deferrals of six months or longer are beyond FHN's normal write-off practices for accrued interest. Therefore, these interest deferrals do not qualify for FHN's election to not recognize a credit loss allowance for accrued interest. Accordingly, FHN has estimated credit losses for COVID-19 interest deferrals which is included within AIR in other assets in the Consolidated Balance Sheets.
Nonaccrual and Past Due Loans
Generally, loans are placed on nonaccrual status if it becomes evident that full collection of principal and interest is at risk, impairment has been recognized as a partial charge-off of principal balance due to insufficient collateral value and past due status, or on a case-by-case basis if FHN continues to receive payments, but there are other borrower-specific issues. Consumer loans are generally placed into nonaccrual status no later than 90 days past due.
The accrual status policy for commercial TDRs follows the same internal policies and procedures as other commercial portfolio loans.
Residential real estate loans discharged through Chapter 7 bankruptcy and not reaffirmed by the borrower (“discharged bankruptcies”) are placed on nonaccrual and are reported as TDRs.nonaccrual. They are not returned to accrual status even if current and performing in the future.
Current second lien residential real estate loans that are junior to first liens are placed on nonaccrual status if in bankruptcy.
Consumer real estate (HELOC and residential real estate installment loans), if not already on nonaccrual per above situations, are placed on nonaccrual if the loan is 30 or more days delinquent at the time of modification and is also determined to be a TDR.

When commercial and consumer loans within each portfolio segment and class are placed on nonaccrual status, accrued but uncollected interest is reversed and charged against interest income. Management may elect
to continue the accrual of interest when the estimated net realizable value of collateral is sufficient to recover the principal balance and accrued interest. Interest payments received on nonaccrual loans are normally applied to outstanding principal first. Once all principal has been received, additional interest payments are recognized on a cash basis as interest income.
Generally, commercial and consumer loans within each portfolio segment and class that have been placed on nonaccrual status can be returned to accrual status if all principal and interest is current and FHN expects full repayment of the remaining contractual principal and interest. This typically requires that a borrower make payments in accordance with the contractual terms for a sustained period of time (generally for a minimum of six months) before being returned to accrual status. For TDRs, FHN may also consider a borrower’s sustained historical repayment performance for a reasonable time prior to the restructuring in assessing whether the borrower can meet the restructured terms, as it may indicate whether the borrower is capable of servicing the level of debt under the modified terms.
Residential real estate loans discharged through Chapter 7 bankruptcy and not reaffirmed by the borrower are not returned to accrual status. For current second liens that have been placed on nonaccrual because the first lien is 90 or more days past due, or is a TDR or bankruptcy, the second lien may be returned to accrual upon pay-off or cure of the first lien.


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Charge-offs
For all commercial and consumer loan portfolio segments, all losses of principal are charged to the ALLL in the period in which the loan is deemed to be uncollectible.
For consumer loans, the timing of a full or partial charge-off generally depends on the loan type and delinquency status. Generally, for the consumer real estate segment, a loan will be either partially or fully charged-off when it becomes 180 days past due. At this time, if the collateral value does not support foreclosure, balances are fully charged-off and other avenues of recovery are pursued. If the collateral value supports foreclosure, the loan is charged-down to net realizable value (collateral value less estimated costs to sell) and is placed on nonaccrual status. For residential real estate loans discharged in Chapter 7 bankruptcy and not reaffirmed by the borrower, the fair value of the collateral position is assessed at the time FHN is made aware of the discharge and the loan is charged down to the net realizable value (collateral value less estimated costs to sell). Within the credit card and other portfolio segment, credit cards and installment loans secured by automobiles are normally charged-off upon reaching 180 days past due while other non-real estate consumer loans are charged-off or partially charged-off upon reaching 120 days past due.
For acquired PCD loans where all or a portion of the loan balance had been charged off prior to acquisition, and for which active collection efforts are still underway, the ALLL recorded at acquisition is immediately charged off if required by FHN’s existing charge off policy. Additionally, FHN is required to consider its existing policies in determining whether to charge off any financial assets, regardless of whether a charge-off was recorded by the predecessor company. The initial ALLL recognized on PCD


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assets includes the gross-up of the loan balance reduced by immediate charge-offs for loans previously charged off by the predecessor company or which meet FHN’s charge-off policy on the date of acquisition. Charge-offs against the allowance related to such acquired PCD loans do not result in an income statement impact.
Purchased Credit-Deteriorated Loans
At the time of acquisition FHN evaluates all acquired loans to determine if they have experienced a more-than-insignificant deterioration in credit quality since origination. PCD loans can be identified on either an 1) individual or 2) pooled basis when the loans share similar risk characteristics. FHN evaluates various absolute factors to assist in the identification of PCD loans, including criteria such as, existing PCD status, risk rating of special mention or lower, nonaccrual or impaired status, identification of prior TDRs,loan modifications, and delinquency status. FHN also utilizes relative factors to identify PCD loans such as commercial loan grade migration, expansion of borrower credit spreads, declines in external risk ratings and changes in consumer loan characteristics (e.g., FICO
decline or LTV increase). In addition, factors reflective of broad economic considerations are also considered in identifying PCD loans. These include industry, collateral type, and geographic location for the borrower’s operations. Internal factors for origination of new loans that are similar to the acquired loans are also evaluated to assess loans for PCD status, including increases in required yields, necessity of borrowers’ providing additional collateral and/or guarantees and changes in acceptable loan duration. Other indicators may also be used to evaluate loans for PCD status depending on borrower-specific communications and actions, such public statements, initiation of loan modification discussions and obtaining emergency funding from alternate sources.
Upon acquisition, the expected credit losses are allocated to the purchase price of individual PCD loans to determine each individual asset's amortized cost basis, typically resulting in a reduction of the discount that is accreted prospectively to interest income. At the acquisition date and prospectively, only the unpaid principal balance is incorporated within the estimation of expected credit losses for PCD loans. Otherwise, the process for estimation of expected credit losses is consistent with that discussed below. As discussed below FHN applies undiscounted cash flow methodologies for the estimation of expected credit losses, which results in the calculated amount of credit losses at acquisition that is added to the amortized cost basis of the related PCD loans to exceed the discounted value of estimated credit losses included in the loan valuation.
For PCD loans where all or a portion of the loan balance has been previously written-off, or would be subject to write-off under FHN’s charge-off policy, the initial ALLL included as part of the grossed-up loan balance at acquisition was immediately written-off, resulting in a
zero period-end allowance balance and no impact on the ALLL rollforward.
Allowance for Credit Losses
The nature of the process by which FHN determines the appropriate ACL requires the exercise of considerable judgment. The ACL is determined in accordance with ASC 326-20 "Financial Instruments - Credit Losses" which was adopted on January 1, 2020. See Note 54 - Allowance for Credit Losses for a discussion of FHN’s ACL methodology and a description of the models utilized in the estimation process for the commercial and consumer loan portfolios.
Future adjustments to the ACL may be necessary if economic or other conditions differ substantially from the assumptions used in making the estimates or, if required by regulators, based upon information at the time of their examinations or upon future regulatory guidance. Such adjustments to original estimates, as necessary, are made in the period in which these factors and other relevant considerations indicate that loss levels vary from previous estimates.
Management's estimate of expected credit losses in the loan and lease portfolio is recorded in the ALLL and the


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reserve for unfunded lending commitments, collectively the ACL. The ACL is maintained at a level that management determines is sufficientappropriate to absorb current expected credit losses in the loan and lease portfolio and unfunded lending commitments. Management uses analytical models to estimate expected credit losses in the loan and lease portfolio and unfunded lending commitments as of the balance sheet date. The models are carefully reviewed to identify trends that may not be captured in the modeled loss estimates. Management uses qualitative adjustments for those items not reflected in the modeled loss information such as recent changes from the macroeconomic forecasts utilized in model calculations, results of additional stressed modeling scenarios, observed and/or expected changes affecting borrowers in specific industries or geographic areas, exposure to large lending relationships and expected recoveries of prior charge offs. Qualitative adjustments are also used to accommodate for the imprecision of certain assumptions and uncertainties inherent in the model calculations as well as to align certain differences in models used by acquired loan portfolios to the methodologies described herein. Loans accounted for at elected fair value are excluded from CECL measurements.
The ALLL is increased by the provision for loan and lease losses and is decreased by loan charge-offs. The ALLL is determined in accordance with ASC 326-20 "Financial Instruments - Credit Losses". ASC 326-20 was adopted on January 1, 2020 and for periods prior to that was determined in accordance with ASC 450-20-50 "Contingencies - Accruals for Loss Contingencies" and was composed of reserves for commercial loans evaluated based on pools of credit-graded loans and reserves for pools of smaller-balance homogeneous consumer and commercial loans. The reserve factors applied to these pools were an estimate of probably incurred losses based on management's evaluation of historical net losses from loans with similar characteristics. Additionally, the ALLL included specific reserves established in accordance with ASC 310-10-35 for loans determined by management to be individually impaired as well as reserves associated with purchased credit impaired loans. Management used analytical models to estimate probable incurred losses in the loan portfolio as of the balance sheet date. The models, which were primarily driven by historical losses, were carefully reviewed to identify trends that may not have been captured in the historical loss factors used in the models. Management used qualitative adjustments for those items not yet captured in the models like then-current events, recent trends in the portfolio, current underwriting guidelines, and local and macroeconomic trends, among other things.
Subsequent to December 31, 2019, credit loss estimation is based on the amortized cost of loans, which includes the following:
1.Unpaid principal balance for originated assets or acquisition price for purchased assets
2.Accrued interest (see elections discussed previously)


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3.Accretion or amortization of premium, discount, and net deferred fees or costs
4.Collection of cash
5.Charge-offs
Premiums, discounts and net deferred origination costs/fees affect the calculated amount of expected credit losses but they are not considered when determining the amount of expected credit losses that are recorded.
Under CECL, a loan must be pooled when it shares similar risk characteristics with other loans. Loans that do not share similar risk characteristics are evaluated individually. Expected credit loss is estimated for the remaining life of loan(s), which is limited to the remaining contractual term(s), adjusted for prepayment estimates, which are included as separate inputs into modeled loss estimates. Renewals and extensions are not anticipated unless they are included in existing loan documentation and are not unconditionally cancellable by the lender. However, prior to January 1, 2023, losses arewere estimated over the estimated remaining life of reasonably expected TDRs which cancould extend beyond the current remaining contractual term.
Management has developed multiple current expected credit losses models which segment the loan and lease portfolio by borrower type and loan or lease type to estimate expected lifetime expected credit losses for loans and leases that share similar risk characteristics. Estimates of expected credit losses incorporate consideration of available information that is relevant to assessing the collectability of future cash flows. This includes internal and external information relating to past events, current conditions and reasonable and supportable forecasts of future conditions. FHN utilizes internal and external historical loss information, as applicable, for all available historical periods as the initial point for estimating expected credit losses. Given the duration of historical information available, FHN considers its internal loss history to fully incorporate the effects of prior credit cycles. The historical loss information may be adjusted in situations where current loan characteristics (e.g., underwriting criteria) differ from those in existence at the time the historical losses occurred. Historical loss information is also adjusted for differences in economic conditions, macroeconomic forecasts and other factors management considers relevant over a period extending beyond the measurement date which is considered reasonable and supportable.
FHN generally measures expected credit losses using undiscounted cash flow methodologies. Credit enhancements (e.g., guarantors) that are not freestanding are considered in the estimation of uncollectible cash


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flows. Estimation of expected credit losses for loan agreements involving collateral maintenance provisions include consideration of the value of the collateral and
replenishment requirements, with the maximum loss limited to the difference between the amortized cost of the loan and the fair value of the collateral. Expected credit losses for loans for which foreclosure is probable are measured at the fair value of collateral, less estimated costs to sell when disposition through sale is anticipated. Additionally, for borrowers experiencing financial difficulty certain loans are valued at the fair value of collateral when repayment is expected to be provided substantially through the operation of the collateral. The fair value of the collateral is reduced for estimated costs to sell when repayment is expected through sale of the collateral. ExpectedPrior to January 1, 2023, expected credit losses for TDRs arewere measured in accordance with ASC 310-40, which generally requiresrequired a discounted cash flow methodology, whereby the loans arewere measured based on the present value of expected future payments discounted at the loan’s original effective interest rate. Subsequent to December 31, 2022, in accordance with the provisions of ASU 2022-02, FHN has ceased recognition of TDRs and no longer performs discounted cash flow calculations for these loans to estimate expected credit losses. FHN now monitors and discloses information associated with modifications to borrowers experiencing financial difficulty. For both commercial and consumer portfolio segments, an adjustment to the ACL is generally not recorded at the time of modification because FHN includes these modified loans in its quantitative loss estimation processes. In the event of principal forgiveness, which primarily occurs for commercial loan workouts and consumer loans experiencing bankruptcy, FHN records the reduction in expected collectible principal balance as a charge-off against the ALLL.
Expected recoveries of previously charged-off amounts are also included as a qualitative adjustment in the estimation of expected credit losses, which reduces the amount of the allowance recognized. Estimates of recoveries on previously charged-off assets included in the allowance for loan losses do not exceed the aggregate of amounts previously written off and expected to be written off for an individual loan or pool.
Since CECL requires the estimation of credit losses for the entire expected life of loans, loss estimates are highly sensitive to changes in macroeconomic forecasts, especially when those forecasts change dramatically in short time periods. Additionally, under CECL credit loss estimates are more likely to increase rapidly in periods of loan growth.
Expected credit losses for unfunded commitments are estimated for periods where the commitment is not unconditionally cancellable by FHN. The measurement of expected credit losses for unfunded commitments mirrors that of loans with the additional estimate of future draw rates (timing and amount).The. The liability for credit losses inherent in lending-related commitments, such as letters of credit and unfunded loan commitments, is included in Other


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other liabilities on the Consolidated Balance Sheets and established through a charge to the provision for credit losses.
Premises and Equipment
Premises and equipment are carried at cost less accumulated depreciation and amortization and include additions that materially extend the useful lives of existing premises and equipment. All other maintenance and repair expenditures are expensed as incurred. Premises and equipment held for sale are generally valued at appraised values which reference recent disposition
values for similar property types but also consider marketability discounts for vacant properties. The valuations of premises and equipment held for sale are reduced by estimated costs to sell. Impairments, and any subsequent recoveries, are recorded in noninterest expense. Gains and losses on dispositions are reflected in noninterest income and expense, respectively.
Depreciation and amortization are computed on the straight-line method over the estimated useful lives of the assets and are recorded as noninterest expense. Leasehold improvements are amortized over the lesser of the lease periods or the estimated useful lives using the straight-line method. Useful lives utilized in determining depreciation for furniture, fixtures and equipment and for buildings are three years to fifteen years and seven years to forty-five years, respectively.
Other Real Estate Owned
Real estate acquired by foreclosure or other real estate-owned consists of properties that have been acquired in satisfaction of debt. These properties are carried at the lower of the outstanding loan amount or estimated fair value less estimated costs to sell the real estate. At the time acquired, and in conjunction with the transfer from loans to OREO, there is a charge-off against the ALLL if the estimated fair value less costs to sell is less than the loan’s cost basis. Subsequent declines in fair value and gains or losses on dispositions, if any, are charged to other expense on the Consolidated Statements of Income.
Required developmental costs associated with acquired property under construction are capitalized and included in determining the estimated net realizable value of the property, which is reviewed periodically, and any write-downs are charged against current earnings.
Goodwill and Other Intangible Assets
Goodwill represents the excess of cost over net assets of acquired businesses less identifiable intangible assets. On an annual basis, or more frequently if necessary, FHN assesses goodwill for impairment. Other intangible assets primarily represent client lists and relationships, acquired contracts, covenants not to compete and premium on purchased deposits, which are amortized over their estimated useful lives. Intangible assets related to acquired deposit bases are primarily amortized over 10
years using an accelerated method. Management evaluates whether events or circumstances have occurred that indicate the remaining useful life or carrying value of amortizing intangibles should be revised. Other intangibles also include smaller amounts of non-amortizing intangibles for title plant and state banking licenses.
Servicing Rights
FHN recognizes the rights to service mortgage and other loans as separate assets, which are recorded in other assets in the Consolidated Balance Sheets, when


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purchased or when servicing is contractually separated from the underlying loans by sale with servicing rights retained. For loan sales with servicing retained, a servicing right, generally an asset, is recorded at fair value at the time of sale for the right to service the loans sold. All servicing rights are identified by class and amortized over the remaining life of the loan with periodic reviews for impairment.
Transfers of Financial Assets
Transfers of financial assets, or portions thereof which meet the definition of a participating interest, are accounted for as sales when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when 1) the assets have been legally isolated from FHN, 2) the transferee has the right to pledge or exchange the assets with no conditions that constrain the transferee and provide more than a trivial benefit to FHN, and 3) FHN does not maintain effective control over the transferred assets. If the transfer does not satisfy all three criteria, the transaction is recorded as a secured borrowing. If the transfer is accounted for as a sale, the transferred assets are derecognized from FHN’s balance sheet and a gain or loss on sale is recognized. If the transfer is accounted for as a secured borrowing, the transferred assets remain on FHN’s balance sheet and the proceeds from the transaction are recognized as a liability.
Derivative Financial Instruments
FHN accounts for derivative financial instruments in accordance with ASC 815 which requires recognition of all derivative instruments on the balance sheet as either an asset or liability measured at fair value through adjustments to either accumulated other comprehensive income within shareholders’ equity or current earnings. Fair value is defined as the price that would be received to sell a derivative asset or paid to transfer a derivative liability in an orderly transaction between market participants on the transaction date. Fair value is determined using available market information and appropriate valuation methodologies. FHN has elected to present its derivative assets and liabilities gross on the Consolidated Balance Sheets. Amounts of collateral posted or received have not been netted with the related derivatives unless the collateral amounts are considered legal settlements of the related derivative positions. See


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Note 2221 - Derivatives for discussion on netting of derivatives.
FHN prepares written hedge documentation, identifying the risk management objective and designating the derivative instrument as a fair value hedge or cash flow hedge as applicable, or as a free-standing derivative instrument entered into as an economic hedge or to meet clients’ needs. All transactions designated as ASC 815 hedges must be assessed at inception and on an ongoing basis as to the effectiveness of the derivative instrument in offsetting changes in fair value or cash flows of the
hedged item. For a fair value hedge, changes in the fair value of the derivative instrument and changes in the fair value of the hedged asset or liability attributable to the hedged risk are recognized currently in earnings. For a cash flow hedge, changes in the fair value of the derivative instrument are recorded in accumulated other comprehensive income and subsequently reclassified to earnings as the hedged transaction impacts net income. For fair value hedges, the entire change in the fair value of the hedging instrument included in the assessment of effectiveness is recorded to the same financial statement line item (e.g., interest expense) used to present the earnings effect of the hedged item. For cash flow hedges, the entire fair value change of the hedging instrument that is included in the assessment of hedge effectiveness is initially recorded in other comprehensive income and later recycled into earnings as the hedged transaction(s) affect net income with the income statement effects recorded in the same financial statement line item used to present the earnings effect of the hedged item (e.g., interest income). For free-standing derivative instruments, changes in fair values are recognized currently in earnings. See Note 2221 - Derivatives for additional information.
Cash flows from derivative contracts are reported as operating activities on the Consolidated Statements of Cash Flows.
Leases
At inception, all arrangements are evaluated to determine if they contain a lease, which is defined as a contract, or part of a contract, that conveys the right to control the use of identified property, plant, or equipment for a period of time in exchange for consideration. Control is deemed to exist when a lessor has granted and a lessee has received both the right to obtain substantially all of the economic benefits from use of the identified asset and the right to direct the use of the identified asset throughout the period of use.
Lessee
As a lessee, FHN recognizes lease (right-of-use) assets and lease liabilities for all leasing arrangements with lease terms that are greater than one year. The lease asset and lease liability are recognized at the present value of estimated future lease payments, including estimated renewal periods, with the discount rate reflecting a fully-collateralizedfully-
collateralized rate matching the estimated lease term. Renewal options are included in the estimated lease term if they are considered reasonably certain of exercise. Periods covered by termination options are included in the lease term if it is reasonably certain they will not be exercised. Additionally, prepaid or accrued lease payments, lease incentives and initial direct costs related to lease arrangements are recognized within the right-of-use asset. Each lease is classified as a financing or operating lease which depends on the relationship of the lessee’s rights to the economic value of the leased asset.


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For finance leases, interest on the lease liability is recognized separately from amortization of the right-of-use asset in earnings, resulting in higher expense in the earlier portion of the lease term. For operating leases, a single lease cost is calculated so that the cost of the lease is allocated over the lease term on a generally straight-line basis. Substantially all of FHN’s lessee arrangements are classified as operating leases. For leases with a term of 12 months or less, FHN does not to recognize lease assets and lease liabilities and expense is generally recognized on a straight-line basis over the lease term.
Lease assumptions and classification are reassessed upon the occurrence of events that result in changes to the estimated lease term or consideration. Modifications to lease contracts are evaluated to determine 1) if a right to use an additional asset has been obtained, 2) if only the lease term and/or consideration have been revised or 3) if a full or partial termination has occurred. If an additional right-of use-asset has been obtained, the modification is treated as a separate contract and its classification is evaluated as a new lease arrangement. If only the lease term or consideration are changed, the lease liability is revalued with an offset to the lease asset and the lease classification is re-assessed. If a modification results in a full or partial termination of the lease, the lease liability is revalued through earnings along with a proportionate reduction in the value of the related lease asset and subsequent expense recognition is similar to a new lease arrangement.
Lease assets are evaluated for impairment when triggering events occur, such as a change in management intent regarding the continued occupation of the leased space. If a lease asset is impaired, it is written down to the present value of estimated future cash flows and the prospective expense recognition for that lease follows the accelerated expense recognition methodology applicable to finance leases, even if it remains classified as an operating lease.
Sublease arrangements are accounted for consistent with the lessor accounting described below. Sublease arrangements are evaluated to determine if changes to estimates for the primary lease are warranted or if the sublease terms reflect impairment of the related lease asset.


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Lease assets are recognized in Otherother assets and lease liabilities are recognized in Otherother liabilities in the Consolidated Balance Sheets. Since substantially all of its leasing arrangements relate to real estate, FHN records lease expense, and any related sublease income, within Occupancy expense in the Consolidated Statements of Income.
Lessor
As a lessor, FHN also evaluates its lease arrangements to determine whether a finance lease or an operating lease exists and utilizes the rate implicit in the lease
arrangement as the discount rate to calculate the present value of future cash flows. Depending upon the terms of the individual agreements, finance leases represent either sales-type or direct financing leases, both of which require de-recognition of the asset being leased with offsetting recognition of a lease receivable that is evaluated for impairment similar to loans. Other than equipment leaseleases entered into as part of commercial lease financing arrangements, all of FHN's lessor arrangements are considered operating leases.
Lease income for operating leases is recognized over the life of the lease, generally on a straight linestraight-line basis. Lease incentives and initial direct costs are capitalized and amortized over the estimated life of the lease. Lease income is not significant for any reporting periods and is classified as a reduction of net occupancy expense in the Consolidated Statements of Income.
Investment Tax Credit
FHN has elected to utilize the deferral method for acquired investments that generate investment tax credits. This includes both solar and historic tax credit investments. Under this approach the investment tax credits are recorded as an offset to the related investment on the balance sheet. Credit amounts are recognized in earnings over the life of the investment within the same income or expense accounts as used for the investment.
Advertising and Public Relations
Advertising and public relations costs are generally expensed as incurred.
Income Taxes
FHN accounts for income taxes using the asset and liability method pursuant to ASC 740, “Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, FHN’s deferred tax assets and liabilities are determined based on differences between financial statement carrying amounts and the corresponding tax basis of certain assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a
change in tax rates on DTAs and DTLs is recognized in income in the period that includes the enactment date.
Additionally, DTAs are subject to a “more likely than not” test to determine whether the full amount of the DTAs should be recognized in the financial statements. FHN evaluates the likelihood of realization of the DTA based on both positive and negative evidence available at the time, including (as appropriate) scheduled reversals of DTLs, projected future taxable income, tax planning strategies, and recent financial performance. If the “more likely than not” test is not met, a valuation allowance must be established against the DTA. In the event FHN determines that DTAs are realizable in the future in excess of their net


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recorded amount, FHN would make an adjustment to the valuation allowance, which would reduce income tax expense.
FHN records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) it is determined whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority is recognized. FHN's ASC 740 policy is to recognize interest and penalties related to unrecognized tax benefits as a component of income tax expense. Accrued interest and penalties are included within the related tax asset/liability line in the Consolidated Balance Sheet.Sheets.
FHN and its eligible subsidiaries are included in a consolidated federal income tax return. FHN files separate returns for subsidiaries that are not eligible to be included in a consolidated federal income tax return. Based on the laws of the applicable state where it conducts business operations, FHN either files consolidated, combined, or separate returns.
Earnings per Share
Earnings per share is computed by dividing net income or loss available to common shareholders by the weighted average number of common shares outstanding for each period. Diluted earnings per share in net income periods is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding adjusted to include the number of additional common shares that would have been outstanding if the potential dilutive common shares resulting from performance shares and units, restricted shares and units, and options granted under FHN’s equity compensation plans and deferred compensation arrangements had been issued. FHN utilizes the treasury stock method in this calculation. Diluted earnings per share does not reflect an adjustment for potentially dilutive shares in periods in which a net loss available to common shareholders exists.


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Equity Compensation
FHN accounts for its employee stock-based compensation plans using the grant date fair value of an award to determine the expense to be recognized over the life of the award. Stock options are valued using an option-pricing model, such as Black-Scholes. Restricted and performance shares and share units are valued at the stock price on the grant date. For awards with service vesting criteria, expense is recognized using the straight-line method over the requisite service period (generally the vesting period). Forfeitures are recognized when they occur. For awards vesting based on a performance measure, anticipated performance is projected to
determine the number of awards expected to vest, and the corresponding aggregate expense is adjusted to reflect the elapsed portion of the performance period. If a performance period extends beyond the required service term, total expense is adjusted for changes in estimated achievement through the end of the performance period. Some performance awards include a total shareholder return modifier (“TSR Modifier”) that operates after determination of the performance criteria, affecting only the quantity of awards issued if the minimum performance threshold is attained. The effect of the TSR Modifier is included in the grant date fair value of the related performance awards using a Monte Carlo valuation technique. The fair value of equity awards with cash payout requirements, as well as awards for which fair value cannot be estimated at grant date, is remeasured each reporting period through vesting date. Performance awards with pre-grant date achievement criteria are expensed over the period from the start of the performance period through the end of the service vesting term. Awards are amortized using the nonsubstantive vesting methodology which requires that expense associated with awards having only service vesting criteria that continue vesting after retirement be recognized over a period ending no later than an employee’s retirement eligibility date.
Phantom stockCash settled awards with payouts partially or fully based on changes in share price are accounted for as liability awards and are remeasured at each reporting period based on changes in their fair value, which is based on changes in common share prices, until the dateend of cash settlement.the performance period. Compensation cost for each reporting period until settlement is based on the change (or a portion of the change, depending on the percentage of the requisite service that has been rendered at the reporting date) in the fair value of the phantom stock award within each reporting period adjusted for eachthe portion of required service that occurred during the reporting period.
Repurchase and Foreclosure Provision
The repurchase and foreclosure provision is the charge to earnings necessary to maintain the liability at a level that reflects management’s best estimate of losses associated with the repurchase of loans previously transferred in whole loans sales or securitizations, or make whole requests as of the balance sheet date. See Note 1716 - Contingencies and Other Disclosures for discussion related to FHN’s obligations to repurchase such loans.
Legal Costs
Generally, legal costs are expensed as incurred.Costsincurred. Costs related to equity issuances are netted against capital surplus. Costs related to debt issuances are included in debt issuance costs that are recorded within term borrowings. Costs related to equity issuances are recorded as a reduction of the proceeds from the related issuance.
Contingency Accruals
Contingent liabilities arise in the ordinary course of business, including those related to lawsuits, arbitration,


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NOTE 1—SIGNIFICANT ACCOUNTING POLICIES
mediation, and other forms of litigation. FHN establishes loss contingency liabilities for matters when loss is both probable and reasonably estimable in accordance with ASC 450-20-50 “Contingencies - Accruals for Loss Contingencies”. If loss for a matter is probable and a range of possible loss outcomes is the best estimate available, accounting guidance generally requires a liability to be established at the low end of the range. Expected recoveries from insurance and indemnification arrangements are recognized if they are considered equally as probable and reasonably estimable as the related loss contingency up to the recognized amount of the estimated loss. Gain contingencies and expected recoveries from insurance and indemnification arrangements in excess of the associated recorded estimated losses are generally recognized when received. Recognized recoveries are recorded as offsets to the related expense in the Consolidated Statements of Income. The favorable resolution of a gain contingency generally results in the recognition of other income in the Consolidated Statements of Income. Contingencies assumed in business combinations are evaluated through the end of the one-year post-closing measurement period.  If the acquisition-date fair value of the contingency can be determined during the measurement period, recognition occurs as part of the acquisition-date fair value of the acquired business. If the acquisition-date fair value of the contingency cannot be determined, but loss is considered probable as of the acquisition date and can be reasonably estimated within the measurement period, then the estimated amount is recorded within acquisition accounting. If the requirements for inclusion of the contingency as part of the acquisition are not met, subsequent recognition of the contingency is included in earnings.
Business Combinations
Assets and liabilities acquired in business combinations are generally recognized at their fair values as of the acquisition date, with the related transaction costs expensed in the period incurred. Specified items such as net investment in leases as lessor, acquired operating lease assets and liabilities as lessee, employee benefit plans and income-tax related balances are recognized in accordance with accounting guidance that results in measurements that may differ from fair value. FHN may


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NOTE 1—SIGNIFICANT ACCOUNTING POLICIES
record provisional amounts at the time of acquisition based on available information. The provisional valuation estimates may be adjusted for a period of up to one year (“measurement period”) from the date of acquisition if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date. Business combinations are included in the financial statements from the respective dates of acquisition. Adjustments recorded during the measurement period are recognized in the current reporting period.
The excess of purchase price over the valuation of specifically identified assets and liabilities is recorded as goodwill. In certain circumstances the net values of assets and liabilities acquired may exceed the purchase price, which is recognized within non-interest income as a purchase accounting gain.
2022 Merger Agreement with Toronto-Dominion Bank
On February 27, 2022, FHN entered into an Agreement and Plan of Merger (the “TD Merger Agreement”) with The Toronto-Dominion Bank, a Canadian chartered bank (“TD”), TD Bank US Holding Company, a Delaware corporation and indirect, wholly owned subsidiary of TD (“TD-US”), and Falcon Holdings Acquisition Co., a Delaware corporation and direct, wholly owned subsidiary of TD-US (“Merger Sub”). Refer to Note 27 – Subsequent Events, beginning on page 212, for additional information regarding the proposed transaction. Merger and integration expenses related to the Proposed TD Merger will be recorded in FHN’s Corporate segment. No such expenses were recognized during 2021.
Accounting Changes With Extended Transition Periods
In March 2020, the FASB issued ASU 2020-04, “Facilitation of the Effects of Reference Rate Reform on Financial Reporting” which provides several optional expedients and exceptions to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The provisions of ASU 2020-04 primarily affect 1) contract modifications (e.g., loans, leases, debt, and derivatives) made in anticipation that a reference rate (e.g., LIBOR) will be discontinued and 2) the application of hedge accounting for existing relationships affected by those modifications. The provisions of ASU 2020-04 arewere effective upon release and apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. TheIncluding the adoption of ASU 2022-06 (discussed below), the expedients and exceptions provided by ASU 2020-04 do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022,2024, except for hedging relationships existing as of December 31, 2022,2024, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship.
FHN has identified contracts affected by reference rate reform, and developed modification plans for those contracts.contracts and implemented those modifications before the last quotation of LIBOR on June 30, 2023. FHN has elected to utilize the optional expedients and exceptions provided by ASU 2020-04 for certain contract modifications that have already been implemented.immediately converted the reference rate within each contract. FHN anticipatesalso elected that it will continuerevisions to contractual fallback provisions, including modifications in accordance with the provisions of Regulation ZZ, did not require evaluation for modification accounting. Additionally, FHN elected that the revisions to derivative contracts implemented by central clearinghouses to convert centrally cleared derivative contracts from LIBOR to SOFR plus an
appropriate spread adjustment were not considered changes requiring assessment for modification accounting.
During the transition period, for cash flow hedges that reference 1-Month USD LIBOR, FHN applied expedients related to 1) the assumption of probability of cash flows when reference rates are changed on hedged items 2) avoiding dedesignation when critical terms (i.e., reference rates) change and 3) the allowed assumption of shared risk exposure for hedged items. Additionally, for its cash flow hedges that reference 1-Month Term SOFR, FHN applied expedients related to 1) the allowed assumption of shared risk exposure for hedged items and 2) multiple allowed assumptions of conformity between hedged items and the hedging instrument when assessing effectiveness. FHN continued to utilize thethese expedients and exceptions for future modifications in situations where they mitigate potential accounting outcomes that do not faithfully represent management’s intent or risk management activities, consistentthrough the final cash flows affected by the quotation of LIBOR.
In accordance with the purposeprovisions of ASU 2020-04, effective immediately after the end of the standard.
transition period for its cash flow hedges (i.e., no more cash flows were affected by LIBOR), FHN elected that the cessation of effectiveness assessments under the transition guidance and subsequent initiation of hedge effectiveness assessments under ASC 815 did not require dedesignation of the hedge relationships.


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NOTE 1—SIGNIFICANT ACCOUNTING POLICIES
TheIn December 2022, the FASB has voted to approve an extensionissued ASU 2022-06, "Deferral of the Sunset Date of Topic 848" which extends the transition window for ASU 2020-04 untilfrom December 31, 2022 to December 31, 2024, consistent with key USD LIBOR tenors continuing to be published through June 30, 2023.
In January 2021, the FASB issued ASU 2021-01, "Scope" to expand the scope of ASU 2020-04 to apply to certain contract modifications that were implemented in October 2020 by derivative clearinghouses for the use of Securethe Secured Overnight Funding Rate (SOFR) in discounting, margining and price alignment for centrally cleared derivatives, including derivatives utilized in hedging relationships. ASU 2021-01 also applies to derivative contracts affected by the change in discounting convention regardless of whether they are centrally cleared (i.e., bi-lateral contracts can also be modified) and regardless of whether they reference LIBOR. ASU 2021-01 was effective immediately upon issuance with retroactive application permitted. FHN elected to retroactively apply the provisions of ASU 2021-01 because FHN's centrally cleared derivatives were affected by the change in discounting convention and because FHN has other bi-lateral derivative contracts that may be modified to conform to the use of SOFR for discounting. Adoption did not have a significant effect on FHN's reported financial condition or results of operations.



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ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 1—SIGNIFICANT ACCOUNTING POLICIES
Summary of Accounting Changes
ASU 2022-01
In March 2022, the FASB issued ASU 2022-01, "Fair Value Hedging — Portfolio Layer Method", which expanded FHN's ability to hedge the benchmark interest rate risk of portfolios of financial interests (or beneficial interests) in a fair value hedge. The provisions of ASU 2022-01 also permit FHN to apply the same portfolio hedging method to both prepayable and non-prepayable financial assets, namely by expanding the use of the "portfolio layer" method to non-prepayable financial assets. ASU 2022-01 also permits multiple hedged layers to be designated as a single closed portfolio to achieve hedge accounting. Additionally, the ASU requires that basis adjustments must be maintained on the closed portfolio of assets as a whole, and not allocated to individual assets for active portfolio layer method hedges. ASU 2022-01 was effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. FHN may utilize the provisions of ASU 2022-01 in its future hedging strategies.
ASU 2022-02
In March 2022, the FASB issued ASU 2022-02, “Troubled Debt Restructurings and Vintage Disclosures” that eliminates current TDR recognition and measurement guidance and instead requires the Company to evaluate whether the modification represents a new loan or a continuation of an existing loan (which is consistent with the accounting for other loan modifications). The provisions of ASU 2022-02 also enhance existing disclosure requirements and introduce new disclosures related to certain modifications made to borrowers experiencing financial difficulty. The provisions of this ASU also require FHN to disclose current period gross write-offs of loans and leases by year of origination.
ASU 2022-02 was effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. For the transition method related to the recognition and measurement of TDRs, FHN elected to apply the modified retrospective transition effective January 1, 2023, resulting in a cumulative-effect reduction in ALLL of $6 million and an increase to retained earnings of $4 million, net of tax. The disclosure provisions of ASU 2022-02 were applied prospectively and presented in Note 3 – Loans and Leases and Note 4 – Allowance for Credit Losses.
Accounting Changes Issued But Not Currently Effective
ASU 2023-02
In March 2023, the FASB issued ASU 2023-02, “Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method” which permits investors to elect to account for their tax equity investments, regardless of the tax credit program from which the income tax credits are received, using the
proportional amortization method if certain conditions are met. The proportional amortization method results in the cost of the investment being amortized in proportion to the income tax credits and other income tax benefits received, with the amortization of the investment and the income tax credits being presented net in the income statement as a component of income tax provision (benefit). Prior to ASU 2023-02, the proportional amortization method was only available to qualifying low income housing equity investments. An investor is required to make an accounting policy election to apply the proportional amortization method on a tax-credit-program-by-tax-credit-program basis. An investor that applies the proportional amortization method to qualifying tax equity investments must account for the receipt of the investment tax credits using the flow-through method, even if the entity applies the deferral method for other investment tax credits received. ASU 2023-02 also requires specific disclosures that must be applied to all investments that generate income tax credits and other income tax benefits from a tax credit program for which the entity has elected to apply the proportional amortization method.
ASU 2023-02 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted for all entities in any interim period. If ASU 2023-02 is adopted in an interim period, it must be adopted as of the beginning of the fiscal year that includes that interim period. Adoption of ASU 2023-02 is applied on either a modified retrospective (cumulative catch up) or a retrospective (restatement of prior years) basis. FHN has assessed the applicability of ASU 2023-02 to its tax credit program equity investments and determined that it will make the proportional method election for New Markets Tax Credit and Historic Tax Credit programs.The use of the proportional amortization method will continue for Low-Income Housing Tax Credits. Upon adoption of ASU 2023-02 FHN will recognize a cumulative effect adjustment to increase retained earnings for $8 million, net of tax, on January 1, 2024.
ASU 2023-07
In November 2023, the FASB issued ASU 2023-07, "Improvements to Reportable Segment Disclosures" that requires public entities to provide disclosures of significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about a reportable segment's profit or loss and assets that are currently required annually. The ASU requires a public entity to disclose, for each reportable segment, the significant expense categories and amounts that are regularly provided to the chief operating decision-maker (CODM) and included in each reported measure of a segment's profit or loss. ASU 2023-07 also requires disclosure of the title and position of the CODM and an explanation of how the CODM uses the reported


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NOTE 1—SIGNIFICANT ACCOUNTING POLICIES
measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.
ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and for interim periods beginning after December 15, 2024. Early adoption is permitted. The guidance is applied retrospectively to all periods presented in the financial statements, unless it is impracticable. FHN is currently assessing the effects of ASU 2023-07 on its reportable segment disclosures.
ASU 2023-09
In December 2023, the FASB issued ASU 2023-09, "Improvements to Income Tax Disclosures" to enhance transparency and decision usefulness of income tax disclosures. The provisions of this ASU require disaggregated information about a reporting entity's effective tax rate reconciliation in both percentages and
reporting currency amounts. Certain categories of reconciling items are required by the ASU with additional categories required if a specified quantitative threshold is met. Reporting entities are also required to provide a qualitative discussion of the primary state and local jurisdictions for income taxes and the type of reconciling categories. ASU 2023-09 also requires disaggregation of income taxes paid by jurisdiction.
For public business entities, ASU 2023-09 is effective for annual periods beginning after December 31, 2024. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. FHN is currently assessing the impact of adopting ASU 2023-09 on its income tax disclosures.


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ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 2—ACQUISITIONS & DIVESTITURESINVESTMENT SECURITIES
Note 2—Acquisitions and Divestitures
IBKC Merger of Equals
On July 1, 2020, FHN and IBERIABANK Corporation closed their merger-of-equals transaction. FHN issued approximately 243 million shares of FHN common stock, plus 3 new series of preferred stock (Series B, Series C, and Series D) in a transaction valued at $2.5 billion. At the time of closing, IBKC operated 319 offices in 12 states, mostly in the southern U.S.
The merger-of-equals transaction was accounted for as a business combination. Accordingly, the assets acquired
and liabilities assumed are generally presented at their fair values as of the merger date. The determination of fair value requires management to make estimates about discount rates, future expected cash flows, market conditions and other future events that are highly subjective in nature and subject to change.
The following schedule details the allocation of merger consideration to the valuations of the identifiable tangible and intangible assets acquired and liabilities assumed from IBKC as of July 1, 2020.
Table 8.2.1
MERGER CONSIDERATION ALLOCATIONS
(Dollars in millions)IBERIABANK Corporation
Assets:
Cash and due from banks$395 
Interest-bearing deposits with banks1,683 
Securities available for sale at fair value3,544 
Loans held for sale320 
Loans and leases (a)25,921 
Allowance for loan and lease losses(284)
Other intangible assets240 
Premises and equipment311 
OREO
Other assets1,153 
Total assets acquired$33,292 
Liabilities:
Deposits$28,232 
Short-term borrowings209 
Term borrowings1,200 
Other liabilities618 
Total liabilities assumed$30,259 
Net assets acquired$3,033 
Consideration paid:
Consideration for outstanding common stock$2,243 
Consideration for equity awards28 
Consideration for preferred stock231 
Total consideration paid$2,502 
Purchase accounting gain$(531)
(a)     Includes $1.3 billion of initial net investments in sales-type and direct financing leases.

In relation to the merger-of-equals, FHN recorded a $531 million purchase accounting gain, representing the shortfall of the purchase price under the acquisition accounting value of net assets acquired, net of deferred taxes. The purchase accounting gain is not taxable. The valuation of the IBKC merger-of-equals transaction was final as of June 30, 2021.
On July 17, 2020, First Horizon Bank completed its purchase of 30 branches from Truist Bank. As of December 31, 2020, the valuation of the acquired assets and liabilities assumed from the Truist branches acquisition was final. In relation to the acquisition, FHN recorded $78 million in goodwill, representing the excess of acquisition consideration over the estimated fair value of net assets acquired. All goodwill has been attributed to FHN's Regional Banking segment (refer to Note 7 -


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NOTE 2—ACQUISITIONS & DIVESTITURES
Goodwill and Other Intangible Assets for additional information). This goodwill was the result of expected synergies, operational efficiencies and other factors.
Expenses related to FHN's merger and integration activities are recorded in FHN's Corporate segment.
Total merger and integration expense recognized for the years ended December 31, 2021 and 2020 are presented in the following table:
Table 8.2.2
MERGER & INTEGRATION EXPENSE
(Dollars in millions)20212020
Personnel expense (a)$56 $66 
Impairment of long-lived assets34 
Legal and professional fees (b)21 39 
Contract employment and outsourcing12 
Advertising and public relations10 — 
Contribution expense (c) 20 
Other expense (d)54 23 
Total$187 $155 
(a)    Primarily comprised of fees for severance and retention.
(b)     Primarily comprised of fees for legal, accounting, and merger consultants.
(c)    Comprised of contribution expense related to the establishment of the Louisiana First Horizon Foundation.
(d)     Consists of operation services, communications and delivery, equipment expense, supplies, travel and entertainment, computer software, occupancy expense (including costs associated with lease exits) and costs of shareholder matters.

In addition to the transactions mentioned above, FHN acquires or divests assets from time to time in transactions that are considered business combinations or divestitures but are not material to FHN individually or in the aggregate.
2022 Merger Agreement with Toronto-Dominion Bank
On February 27, 2022, FHN entered into the TD Merger Agreement with TD, TD-US, and Merger Sub. Refer to Note
27—Subsequent Events for additional information regarding the proposed transaction. Merger and integration expenses related to the Proposed TD Merger will be recorded in FHN’s Corporate segment. No such expenses were recognized during 2021.


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ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 3—INVESTMENT SECURITIES
Note 3—Investment Securities
The following tables summarizetable summarizes FHN’s investment securities as of December 31, 20212023 and 2020:2022:
Table 8.3.1a8.2.1
INVESTMENT SECURITIES AT YE 2021
December 31, 2021 December 31, 2023
(Dollars in millions)(Dollars in millions)Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair
Value
(Dollars in millions)Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair
Value
Securities available for sale:Securities available for sale:
Government agency issued MBSGovernment agency issued MBS$5,062 $42 $(49)$5,055 
Government agency issued MBS
Government agency issued MBS
Government agency issued CMOGovernment agency issued CMO2,296 (47)2,257 
Other U.S. government agenciesOther U.S. government agencies861 (15)850 
States and municipalities
States and municipalities
States and municipalitiesStates and municipalities535 11 (1)545 
Total securities available for sale (a)Total securities available for sale (a)$8,754 $65 $(112)$8,707 
Securities held to maturity:Securities held to maturity:
Securities held to maturity:
Securities held to maturity:
Government agency issued MBS
Government agency issued MBS
Government agency issued MBSGovernment agency issued MBS$509 $— $(5)$504 
Government agency issued CMOGovernment agency issued CMO203 — (2)201 
Total securities held to maturityTotal securities held to maturity$712 $ $(7)$705 
(a)Includes $8.9 billion of securities pledged to secure public deposits, securities sold under agreements to repurchase, and for other purposes.

 December 31, 2022
(Dollars in millions)Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair
Value
Securities available for sale:
Government agency issued MBS$5,457 $$(695)$4,763 
Government agency issued CMO2,682 — (369)2,313 
Other U.S. government agencies1,325 — (162)1,163 
States and municipalities658 (62)597 
Total securities available for sale (a)$10,122 $$(1,288)$8,836 
Securities held to maturity:
Government agency issued MBS$897 $— $(109)$788 
Government agency issued CMO474 — (53)421 
Total securities held to maturity$1,371 $— $(162)$1,209 
(a)Includes $6.5 billion of securities pledged to secure public deposits, securities sold under agreements to repurchase, and for other purposes.

Table 8.3.1b
INVESTMENT SECURITIES AT YE 2020
 December 31, 2020
(Dollars in millions)Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair
Value
Securities available for sale:
U.S. treasuries$613 $— $— $613 
Government agency issued MBS3,722 92 (2)3,812 
Government agency issued CMO2,380 29 (3)2,406 
Other U.S. government agencies672 12 — 684 
Corporate and other debt40 (1)40 
States and municipalities445 15 — 460 
$7,872 $149 $(6)8,015 
AFS securities recorded at fair value through earnings:
SBA interest-only strips (a)32 
Total securities available for sale (b)$8,047 
Securities held to maturity:
Corporate and other debt$10 $— $— $10 
Total securities held to maturity$10 $— $— $10 
(a)SBA interest-only strips were recorded at elected fair value. See Note 24 - Fair Value of Assets and Liabilities for additional information.
(b)Includes $6.4 billion of securities pledged to secure public deposits, securities sold under agreements to repurchase, and for other purposes.



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ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 3—2—INVESTMENT SECURITIES
The amortized cost and fair value by contractual maturity for the debt securities portfolio as of December 31, 20212023 is provided below:
Table 8.3.28.2.2
DEBT SECURITIES PORTFOLIO MATURITIES 
Held to MaturityAvailable for Sale Held to MaturityAvailable for Sale
(Dollars in millions)(Dollars in millions)Amortized
Cost
Fair
Value
Amortized
Cost
Fair
Value
(Dollars in millions)Amortized
Cost
Fair
Value
Amortized
Cost
Fair
Value
Within 1 yearWithin 1 year$— $— $17 $18 
After 1 year through 5 yearsAfter 1 year through 5 years— — 149 149 
After 5 years through 10 yearsAfter 5 years through 10 years— — 351 349 
After 10 yearsAfter 10 years— — 879 879 
SubtotalSubtotal— — 1,396 1,395 
Government agency issued MBS and CMO (a)Government agency issued MBS and CMO (a)712 705 7,358 7,312 
TotalTotal$712 $705 $8,754 $8,707 
(a)Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

Gross gains onThere were no sales of AFS securities for the years ended December 31, 2021, 20202023 and 20192022. Cash proceeds from the sales of AFS securities were insignificant.$68 million for 2021. Gross gains and losses on the sales of AFS securities were insignificant for the year ended December 31, 2021, $4 million for the year ended 2020, and insignificant for the year ended December 31, 2019. Cash proceeds from the sales of AFS2021.
securities during 2021, 2020 and 2019 were $68 million, $629 million, and $192 million, respectively.
The following tables provide information on investments within the available-for-sale portfolio that had unrealized losses as of December 31, 20212023 and 2020:2022:
Table 8.3.3a8.2.3
AFS INVESTMENT SECURITIES WITH UNREALIZED LOSSES AT YE 2021 
As of December 31, 2021 As of December 31, 2023
Less than 12 months12 months or longerTotal Less than 12 months12 months or longerTotal
(Dollars in millions)(Dollars in millions)Fair ValueUnrealized LossesFair ValueUnrealized LossesFair ValueUnrealized Losses(Dollars in millions)Fair ValueUnrealized LossesFair ValueUnrealized LossesFair ValueUnrealized Losses
Government agency issued MBSGovernment agency issued MBS$2,973 $(41)$184 $(8)$3,157 $(49)
Government agency issued MBS
Government agency issued MBS
Government agency issued CMOGovernment agency issued CMO1,436 (37)248 (10)1,684 (47)
Other U.S. government agenciesOther U.S. government agencies459 (11)90 (4)549 (15)
States and municipalitiesStates and municipalities68 (1)— — 68 (1)
States and municipalities
States and municipalities
TotalTotal$4,936 $(90)$522 $(22)$5,458 $(112)
Table 8.3.3b
 As of December 31, 2022
 Less than 12 months12 months or longerTotal
(Dollars in millions)Fair ValueUnrealized LossesFair ValueUnrealized LossesFair ValueUnrealized Losses
Government agency issued MBS$2,314 $(249)$2,350 $(446)$4,664 $(695)
Government agency issued CMO1,104 (123)1,209 (246)2,313 (369)
Other U.S. government agencies643 (67)424 (95)1,067 (162)
States and municipalities493 (48)54 (14)547 (62)
Total$4,554 $(487)$4,037 $(801)$8,591 $(1,288)
AFS INVESTMENT SECURITIES WITH UNREALIZED LOSSES AT YE 2020
 As of December 31, 2020
 Less than 12 months12 months or longerTotal
(Dollars in millions)Fair ValueUnrealized LossesFair ValueUnrealized LossesFair ValueUnrealized Losses
U.S. treasuries$307 $— $— $— $307 $— 
Government agency issued MBS426 (2)— — 426 (2)
Government agency issued CMO586 (3)— — 586 (3)
Other U.S. government agencies80 (1)— — 80 (1)
States and municipalities— — — — 
Total$1,400 $(6)$— $— $1,400 $(6)
FHN has evaluated all AFS debt securities that were in unrealized loss positions in accordance with its accounting
policy for recognition of credit losses. No AFS debt securities were determined to have credit losses because


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NOTE 3—INVESTMENT SECURITIES
the primary cause of the decline in value was attributable to changes in interest rates.losses. Total AIR not included in the fair value or amortized cost basis of
AFS debt securities was $23 million and $22$32 million as of both December 31, 20212023 and 2020, respectively.2022. Consistent with FHN's review of the related securities, there were no credit-related write downs of AIR for AFS debt securities during the reporting period.periods. Additionally, for AFS debt securities


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NOTE 2—INVESTMENT SECURITIES
with unrealized losses, FHN does not intend to sell them and it is more-likely-than-not that FHN will not be required to sell them prior to recovery. Therefore, no write downs of these investments to fair value occurred during the reporting period.periods. There were no transfers to or from AFS or HTM securities during the years ended December 31, 2023, 2022, or 2021.
For HTM securities, an allowance for credit losses is required to absorb estimated lifetime credit losses. Total AIR not included in the fair value or amortized cost basis of HTM debt securities was $1$3 million as of both December 31, 2021.2023 and 2022. FHN has assessed the risk of credit loss and has determined that zerono allowance for credit losses for HTM
securities was necessary as of December 31, 20212023 and 2020.2022. The evaluation of credit risk includes consideration of third-party and government
guarantees (both explicit and implicit), senior or subordinated status, credit ratings of the issuer, the effects of interest rate changes since purchase and observable market information such as issuer-specific credit spreads.
The carrying amount of equity investments without a readily determinable fair value was $70$89 million and $57$79 million at December 31, 20212023 and 2020,2022, respectively. The year-to-date 2021 and 2020 gross amounts of upward and downward valuation adjustments included a $6 million loss for 2023 and were not significant.insignificant for 2022.
Unrealized gains of $3$11 million, unrealized losses of $11 million and $7unrealized gains of $3 million were recognized during 20212023, 2022, and 2020,2021, respectively, for equity investments with readily determinable fair values.




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NOTE 4—3—LOANS & LEASES
Note 4—3—Loans and Leases
The loan and lease portfolio is disaggregated into portfolio segments and then further disaggregated into classes for certain disclosures. GAAP defines a portfolio segment as the level at which an entity develops and documents a systematic method for determining its allowance for credit losses. A class is generally a disaggregation of a portfolio segment and is generally determined based on risk characteristics of the loan and FHN’s method for monitoring and assessing credit risk and performance. FHN's loan and lease portfolio segments are commercial and consumer. The classes of loans and leases are: (1) commercial, financial, and industrial, which includes
commercial and industrial loans and leases and loans to mortgage companies, (2) commercial real estate, (3) consumer real estate, which includes both real estate installment and home equity lines of credit, and (4) credit card and other.
The following table provides the amortized cost basis of loans and leases by portfolio segment and class as of December 31, 20212023 and 2020,2022, excluding accrued interest of $134$287 million and $180$226 million, respectively, which is included in other assets in the Consolidated Balance Sheets.
Table 8.4.18.3.1
LOANS AND LEASES BY PORTFOLIO SEGMENT
December 31,
December 31,December 31,
(Dollars in millions)(Dollars in millions)20212020(Dollars in millions)20232022
Commercial:Commercial:
Commercial and industrial (a) (b)
Commercial and industrial (a) (b)
Commercial and industrial (a) (b)Commercial and industrial (a) (b)$26,550 $27,700 
Loans to mortgage companiesLoans to mortgage companies4,518 5,404 
Total commercial, financial, and industrial Total commercial, financial, and industrial31,068 33,104 
Commercial real estateCommercial real estate12,109 12,275 
Consumer:Consumer:
HELOCHELOC1,964 2,420 
HELOC
HELOC
Real estate installment loansReal estate installment loans8,808 9,305 
Total consumer real estate Total consumer real estate10,772 11,725 
Credit card and other910 1,128 
Credit card and other (c)
Loans and leasesLoans and leases$54,859 $58,232 
Allowance for loan and lease lossesAllowance for loan and lease losses(670)(963)
Net loans and leasesNet loans and leases$54,189 $57,269 
(a)Includes equipment financing leases of $792 million$1.2 billion and $587 million, respectively,$1.1 billion as of December 31, 20212023 and 2020.2022, respectively.
(b)Includes PPP loans fully guaranteed by the SBA of $1.0 billion$29 million and $4.1 billion$76 million as of December 31, 20212023 and 2020.2022, respectively.
(c)Includes $180 million and $193 million of commercial credit card balances as of December 31, 2023 and 2022, respectively.

Restrictions
Loans and leases with carrying values of $36.6$46.1 billion and $38.6$38.3 billion were pledged as collateral for borrowings at December 31, 20212023 and 2020,2022, respectively.
At December 31, 2021 and 2020, FHN had pledged $6.9 billion and $7.8 billion of commercial loans to secure potential discount window borrowings from the Federal Reserve Bank, which included all of its first and second lien mortgages, HELOCs, and commercial real estate loans to secure potential borrowings from the FHLB-Cincinnati.
Concentrations of Credit Risk
Most of the FHN’s business activity is with clients located in the southern United States. FHN’s lending activity is concentrated in its market areas within those states. As of December 31, 2021,2023, FHN had loans to mortgage companies totaling $4.5of $2.0 billion and loans to finance and insurance companies total $3.5of $4.1 billion. As a result, 26%18% of
the C&I segmentportfolio is sensitive to impacts on the financial services industry.
Credit Quality Indicators
FHN employs a dual grade commercial risk grading methodology to assign an estimate for the probability of default and the loss given default for each commercial
loan using factors specific to various industry, portfolio, or product segments that result in a rank ordering of risk and the assignment of grades PD 1 to PD 16. This credit grading system is intended to identify and measure the credit quality of the loan and lease portfolio by analyzing the migration between grading categories. It is also integral to the estimation methodology utilized in determining the ALLL since an allowance is established for pools of commercial loans based on the credit grade assigned. Each PD grade corresponds to an estimated one-year default probability percentage. PD grades are continually evaluated, but require a formal scorecard annually. As a response to the COVID-19 pandemic, FHN


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NOTE 4—LOANS & LEASES
identified a segment of its commercial portfolio that required a quarterly re-grading process. As borrowers recover, they can be removed from the quarterly re-grading process with credit officer concurrence.
PD 1 through PD 12 are “pass” grades. PD grades 13-16 correspond to the regulatory-defined categories of special mention (13), substandard (14), doubtful (15), and loss (16). Special mention commercial loans and leases have potential weaknesses that, if left uncorrected, may result


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NOTE 3—LOANS & LEASES
in deterioration of FHN's credit position at some future date. Substandard commercial loans and leases have well-defined weaknesses and are characterized by the distinct
possibility that FHN will sustain some loss if the deficiencies are not corrected. Doubtful commercial loans and leases have the same weaknesses as substandard loans and leases with the added characteristics that the
probability of loss is high and collection of the full amount is improbable.
The following tables providetable provides the amortized cost basis of the commercial loan and lease portfolio by year of origination and credit quality indicator as of December 31, 20212023 and 2020:2022:
Table 8.4.2a8.3.2
C&I PORTFOLIO AT YE 2021
December 31, 2023December 31, 2023
December 31, 2021
(Dollars in millions)
(Dollars in millions)
(Dollars in millions)(Dollars in millions)20212020201920182017Prior to 2017LMC (a)Revolving
 Loans
Revolving
Loans Converted
to Term Loans (b)
Total20232022202120202019Prior to 2019LMC (a)Revolving
 Loans
Revolving
Loans Converted
to Term Loans
Total
Credit Quality Indicator:Credit Quality Indicator:
Pass (PD grades 1 through 12) (c)$7,372 $3,576 $3,439 $1,455 $1,193 $2,267 $4,518 $6,386 $13 $30,219 
Credit Quality Indicator:
Credit Quality Indicator:
Pass (PD grades 1 through 12) (b)
Pass (PD grades 1 through 12) (b)
Pass (PD grades 1 through 12) (b)
Special Mention (PD grade 13)Special Mention (PD grade 13)25 39 50 48 36 43  100 4 345 
Substandard, Doubtful, or Loss (PD grades 14,15, and 16)Substandard, Doubtful, or Loss (PD grades 14,15, and 16)24 61 67 103 24 48  129 48 504 
Total C&I$7,421 $3,676 $3,556 $1,606 $1,253 $2,358 $4,518 $6,615 $65 $31,068 
Total C&I loans

December 31, 2022
(Dollars in millions)20222021202020192018Prior to 2018LMC (a)Revolving
 Loans
Revolving
Loans Converted
to Term Loans
Total
Credit Quality Indicator:
Pass (PD grades 1 through 12) (b)$7,456 $3,634 $1,803 $1,912 $1,112 $3,170 $2,258 $9,166 $371 $30,882 
Special Mention (PD grade 13)17 56 17 125 80 — 126 — 429 
Substandard, Doubtful, or Loss (PD grades 14,15, and 16)36 48 41 34 25 55 — 134 97 470 
Total C&I loans$7,509 $3,738 $1,861 $2,071 $1,145 $3,305 $2,258 $9,426 $468 $31,781 
(a)LMC includes non-revolving commercial lines of credit to qualified mortgage companies primarily for the temporary warehousing of eligible mortgage loans prior to the borrower's sale of those mortgage loans to third party investors. The loans are of short duration with maturities less than one year.
(b)    C&I loans converted from revolving to term in 2021 were not material.
(c)    Includes PPP loans.
Table 8.4.2b8.3.3
C&ICRE PORTFOLIO AT YE 2020
December 31, 2020
(Dollars in millions)20202019201820172016Prior to 2016LMC (a)Revolving
 Loans
Revolving
Loans Converted
to Term Loans (b)
Total
Credit Quality Indicator:
Pass (PD grades 1 through 12) (c)$9,060 $5,138 $2,628 $1,748 $1,161 $2,145 $5,404 $4,571 $60 $31,915 
Special Mention (PD grade 13)89 93 70 31 37 64 — 127 512 
Substandard, Doubtful, or Loss (PD grades 14,15, and 16)182 77 114 50 42 58 — 95 59 677 
Total C&I$9,331 $5,308 $2,812 $1,829 $1,240 $2,267 $5,404 $4,793 $120 $33,104 
(a)LMC includes non-revolving commercial lines of credit to qualified mortgage companies primarily for the temporary warehousing of eligible mortgage loans prior to the borrower's sale of those mortgage loans to third party investors. The loans are of short duration with maturities less than one year.
(b)    $50 million of C&I loans were converted from revolving to term in 2020.
(c)    Includes PPP loans.

December 31, 2023
(Dollars in millions)20232022202120202019Prior to 2019Revolving
 Loans
Revolving
Loans Converted
to Term Loans
Total
Credit Quality Indicator:
Pass (PD grades 1 through 12)$853 $3,473 $3,518 $1,162 $1,216 $2,853 $393 $18 $13,486 
Special Mention (PD grade 13)5 1 129 86 175 82   478 
Substandard, Doubtful, or Loss (PD grades 14,15, and 16) 2 5 11 175 59   252 
Total CRE loans$858 $3,476 $3,652 $1,259 $1,566 $2,994 $393 $18 $14,216 


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NOTE 4—3—LOANS & LEASES
Table 8.4.2c
CRE PORTFOLIO AT YE 2021
December 31, 2021
(Dollars in millions)20212020201920182017Prior to 2017Revolving
 Loans
Revolving
Loans Converted
to Term Loans
Total
Credit Quality Indicator:
Pass (PD grades 1 through 12)$3,441 $2,065 $2,514 $929 $691 $1,822 $204 $ $11,666 
Special Mention (PD grade 13)4 26 52 125 20 65   292 
Substandard, Doubtful, or Loss (PD grades 14,15, and 16)47  24 3 33 32 12  151 
Total CRE$3,492 $2,091 $2,590 $1,057 $744 $1,919 $216 $ $12,109 
Table 8.4.2d
CRE PORTFOLIO AT YE 2020
December 31, 2022December 31, 2022
December 31, 2020
(Dollars in millions)
(Dollars in millions)
(Dollars in millions)(Dollars in millions)20202019201820172016Prior to 2016Revolving
 Loans
Revolving
Loans Converted
to Term Loans
Total20222021202020192018Prior to 2018Revolving
 Loans
Revolving
Loans Converted
to Term Loans
Total
Credit Quality Indicator:Credit Quality Indicator:
Credit Quality Indicator:
Credit Quality Indicator:
Pass (PD grades 1 through 12)
Pass (PD grades 1 through 12)
Pass (PD grades 1 through 12)Pass (PD grades 1 through 12)$2,477 $3,311 $1,750 $1,140 $946 $1,800 $259 $19 $11,702 
Special Mention (PD grade 13)Special Mention (PD grade 13)48 24 117 75 71 54 — — 389 
Substandard, Doubtful, or Loss (PD grades 14,15, and 16)Substandard, Doubtful, or Loss (PD grades 14,15, and 16)30 13 21 42 27 33 18 — 184 
Total CRE$2,555 $3,348 $1,888 $1,257 $1,044 $1,887 $277 $19 $12,275 
Total CRE loans
The consumer portfolio is comprised primarily of smaller-balance loans which are very similar in nature in that most are standard products and are backed by residential real estate. Because of the similarities of consumer loan types, FHN is able to utilize the FICO score, among other attributes, to assess the credit quality of consumer borrowers. FICO scores are refreshed on a quarterly basis in an attempt to reflect the recent risk profile of the borrowers. Accruing delinquency amounts are indicators of asset quality within the credit card and other consumer portfolio.

The following tables reflecttable reflects the amortized cost basis by year of origination and refreshed FICO scores for
consumer real estate loans as of December 31, 20212023 and 2020.2022. Within consumer real estate, classes include HELOC and real estate installment loans. HELOCs are loans which during their draw period are classified as revolving loans. Once the draw period ends and the loan enters its repayment period, the loan converts to a term loan and is classified as a revolving loansloan converted to a term loans.loan. All loans classified in the following table as revolving loans or revolving loans converted to term loans are HELOCs. Real estate installment loans are originated as fixed term loans and are classified below in their vintage year. All loans in the following tables classified in a vintage year are real estate installment loans.
Table 8.4.3a8.3.4
CONSUMER REAL ESTATE PORTFOLIO AT YE 2021
December 31, 2023December 31, 2023
December 31, 2021
(Dollars in millions)
(Dollars in millions)
(Dollars in millions)(Dollars in millions)20212020201920182017Prior to 2017Revolving loansRevolving Loans converted to term loans (a)Total20232022202120202019Prior to 2019Revolving LoansRevolving Loans Converted to Term LoansTotal
FICO score 740 or greaterFICO score 740 or greater$1,594 $1,156 $825 $473 $394 $1,335 $1,086 $115 $6,978 
FICO score 720-739FICO score 720-739236 171 109 61 44 209 162 21 1,013 
FICO score 700-719FICO score 700-719143 112 81 68 45 153 141 23 766 
FICO score 660-699FICO score 660-699164 131 120 106 44 246 204 44 1,059 
FICO score 620-659FICO score 620-65942 36 55 23 13 118 66 27 380 
FICO score less than 620FICO score less than 62026 84 42 32 45 272 42 33 576 
TotalTotal$2,205 $1,690 $1,232 $763 $585 $2,333 $1,701 $263 $10,772 
(a)    $43 million of HELOC loans were converted from revolving to term in 2021.


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NOTE 4—3—LOANS & LEASES
Table 8.4.3b
CONSUMER REAL ESTATE PORTFOLIO AT YE 2020
December 31, 2020
(Dollars in millions)20202019201820172016Prior to 2016Revolving loansRevolving Loans converted to term loans (a)Total
FICO score 740 or greater$1,186 $1,167 $703 $610 $674 $1,719 $1,275 $159 $7,493 
FICO score 720-739157 158 100 77 92 197 186 29 996 
FICO score 700-719122 107 78 76 73 221 177 34 888 
FICO score 660-699130 141 123 75 85 296 264 59 1,173 
FICO score 620-65945 61 37 28 35 127 92 36 461 
FICO score less than 620107 36 52 54 95 261 61 48 714 
Total$1,747 $1,670 $1,093 $920 $1,054 $2,821 $2,055 $365 $11,725 
(a)    $36 million of HELOC loans were converted from revolving to term in 2020.
December 31, 2022
(Dollars in millions)20222021202020192018Prior to 2018Revolving LoansRevolving Loans Converted to Term LoansTotal
FICO score 740 or greater$2,154 $1,847 $819 $523 $278 $1,294 $1,297 $63 $8,275 
FICO score 720-739292 246 116 98 34 238 183 18 1,225 
FICO score 700-719242 206 93 55 35 226 142 22 1,021 
FICO score 660-699214 137 90 55 62 278 192 23 1,051 
FICO score 620-65921 24 25 41 20 105 47 292 
FICO score less than 62015 19 32 12 23 256 16 16 389 
Total$2,938 $2,479 $1,175 $784 $452 $2,397 $1,877 $151 $12,253 
The following tables reflecttable reflects the amortized cost basis by year of origination and refreshed FICO scores for credit card and other loans as of December 31, 20212023 and 2020.2022.
Table 8.4.4a8.3.5
CREDIT CARD & OTHER PORTFOLIO AT YE 2021
December 31, 2023December 31, 2023
December 31, 2021
(Dollars in millions)
(Dollars in millions)
(Dollars in millions)(Dollars in millions)20212020201920182017Prior to 2017Revolving loansRevolving Loans converted to term loansTotal20232022202120202019Prior to 2019Revolving LoansRevolving Loans Converted to Term LoansTotal
FICO score 740 or greaterFICO score 740 or greater$56 $35 $29 $23 $13 $56 $200 $11 $423 
FICO score 720-739FICO score 720-73914 5 4 3 4 17 46 3 96 
FICO score 700-719FICO score 700-7198 5 4 4 3 17 42 1 84 
FICO score 660-699FICO score 660-69925 6 5 6 4 31 98 2 177 
FICO score 620-659FICO score 620-6594 3 2 4 3 18 22 1 57 
FICO score less than 620FICO score less than 62024 3 3 4 4 16 18 1 73 
TotalTotal$131 $57 $47 $44 $31 $155 $426 $19 $910 
(a) $9 million of other consumer loans were converted from revolving to term in 2021.
December 31, 2022
(Dollars in millions)20222021202020192018Prior to 2018Revolving LoansRevolving Loans Converted to Term LoansTotal
FICO score 740 or greater$36 $14 $10 $10 $$25 $291 $$396 
FICO score 720-739— 30 43 
FICO score 700-719— 33 46 
FICO score 660-69930 47 
FICO score 620-659— — 18 — 26 
FICO score less than 62010 71 174 282 
Total$53 $30 $21 $23 $13 $114 $576 $10 $840 
Table 8.4.4b
CREDIT CARD & OTHER PORTFOLIO AT YE 2020
December 31, 2020
(Dollars in millions)20202019201820172016Prior to 2016Revolving loansRevolving Loans converted to term loansTotal
FICO score 740 or greater$57 $52 $59 $37 $23 $116 $159 $$508 
FICO score 720-73927 91 159 
FICO score 700-71938 37 116 
FICO score 660-69930 12 15 48 46 172 
FICO score 620-65910 24 20 77 
FICO score less than 62014 11 26 20 96 
Total$122 $91 $107 $78 $63 $279 $373 $15 $1,128 


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NOTE 3—LOANS & LEASES
Nonaccrual and Past Due Loans and Leases

Loans and leases are placed on nonaccrual if it becomes evident that full collection of principal and interest is at
risk, impairment has been recognized as a partial charge-off of principal balance due to insufficient collateral value and past due status, or on a case-by-case basis if FHN


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NOTE 4—LOANS & LEASES
continues to receive payments but there are other borrower-specific issues. Included in nonaccrual are loans for which FHN continues to receive payments including
residential real estate loans where the borrower has been discharged of personal obligation through bankruptcy.

Past due loans are loans contractually past due as to interest or principal payments, but which have not yet been put on nonaccrual status. In accordance with revised Interagency Guidance issued in 2020, FHN is not required to designate loans with deferrals granted in response to COVID-19 as past due because of such deferrals. If a
borrower defers payment, this may result in no contractual payments being past due, and as such, loans would not be considered past due during the period of deferral, and as a result, are excluded from loans past due 30-89 days and loans 90+ days past due in the table below. When qualifying COVID-19 deferral periods end, the related loans are subject to past due reporting.
The following tables reflecttable reflects accruing and non-accruing loans and leases by class on December 31, 20212023 and 2020:2022:
Table 8.4.5a8.3.6
ACCRUING & NON-ACCRUING LOANS & LEASES AT YE 2021
December 31, 2021
December 31, 2023December 31, 2023
AccruingNon-Accruing  AccruingNon-Accruing 
(Dollars in millions)(Dollars in millions)Current30-89
Days
Past Due
90+
Days
Past Due
Total
Accruing
Current30-89
Days
Past Due
90+
Days
Past Due
Total
Non-
Accruing
Total
Loans
(Dollars in millions)Current30-89
Days
Past Due
90+
Days
Past Due
Total
Accruing
Current30-89
Days
Past Due
90+
Days
Past Due
Total
Non-
Accruing
Total
Loans and Leases
Commercial, financial, and industrial:Commercial, financial, and industrial:
C&I (a)
C&I (a)
C&I (a)C&I (a)$26,367 $53 $5 $26,425 $97 $1 $27 $125 $26,550 
Loans to mortgage companiesLoans to mortgage companies4,518   4,518     4,518 
Total commercial, financial, and industrialTotal commercial, financial, and industrial30,885 53 5 30,943 97 1 27 125 31,068 
Commercial real estate:Commercial real estate:
CRE (b)CRE (b)12,087 13  12,100 6 1 2 9 12,109 
CRE (b)
CRE (b)
Consumer real estate:Consumer real estate:
Consumer real estate:
Consumer real estate:
HELOC (c)
HELOC (c)
HELOC (c)HELOC (c)1,906 7 6 1,919 34 2 9 45 1,964 
Real estate installment loans (d)Real estate installment loans (d)8,658 30 27 8,715 44 3 46 93 8,808 
Total consumer real estateTotal consumer real estate10,564 37 33 10,634 78 5 55 138 10,772 
Credit card and other:Credit card and other:
Credit cardCredit card292 2 2 296     296 
Credit card
Credit card
OtherOther608 3  611 1  2 3 614 
Total credit card and otherTotal credit card and other900 5 2 907 1  2 3 910 
Total loans and leasesTotal loans and leases$54,436 $108 $40 $54,584 $182 $7 $86 $275 $54,859 


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NOTE 3—LOANS & LEASES

December 31, 2022
 AccruingNon-Accruing 
(Dollars in millions)Current30-89
Days
Past Due
90+
Days
Past Due
Total
Accruing
Current30-89
Days
Past Due
90+
Days
Past Due
Total
Non-
Accruing
Total
Loans and Leases
Commercial, financial, and industrial:
C&I (a)$29,309 $50 $11 $29,370 $64 $10 $79 $153 $29,523 
Loans to mortgage companies2,258 — — 2,258 — — — — 2,258 
Total commercial, financial, and industrial31,567 50 11 31,628 64 10 79 153 31,781 
Commercial real estate:
CRE (b)13,208 11 — 13,219 — 13,228 
Consumer real estate:
HELOC (c)1,967 12 1,984 32 44 2,028 
Real estate installment loans (d)10,079 25 13 10,117 56 47 108 10,225 
Total consumer real estate12,046 37 18 12,101 88 55 152 12,253 
Credit card and other:
Credit card287 296 — — — — 296 
Other540 — 542 — 544 
Total credit card and other827 838 — 840 
Total loans and leases$57,648 $105 $33 $57,786 $160 $19 $137 $316 $58,102 
(a)    $99$178 million and $147 million of C&I loans are nonaccrual loans that have been specifically reviewed for impairment with no related allowance.allowance in 2023 and 2022, respectively.
(b)    $129 million and $5 million of CRE loans are nonaccrual loans that have been specifically reviewed for impairment with no related allowance.allowance for 2023 and 2022, respectively.
(c)    $7$4 million and $5 million of HELOC loans are nonaccrual loans that have been specifically reviewed for impairment with no related allowance.allowance for 2023 and 2022, respectively.
(d)    $50$10 million and $7 million of real estate installment loans are nonaccrual loans that have been specifically reviewed for impairment with no related allowance.


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NOTE 4—LOANS & LEASES
Table 8.4.5b
ACCRUING & NON-ACCRUING LOANS & LEASES AT YE 2020
December 31, 2020
 AccruingNon-Accruing 
(Dollars in millions)Current30-89
Days
Past Due
90+
Days
Past Due
Total
Accruing
Current30-89
Days
Past Due
90+
Days
Past Due
Total
Non-
Accruing
Total
Loans
Commercial, financial, and industrial:
C&I (a)$27,541 $15 $— $27,556 $88 $12 $44 $144 $27,700 
Loans to mortgage companies5,404 — — 5,404 — — — — 5,404 
Total commercial, financial, and industrial32,945 15 — 32,960 88 12 44 144 33,104 
Commercial real estate:
CRE (b)12,194 23 — 12,217 10 42 58 12,275 
Consumer real estate:
HELOC2,336 13 11 2,360 43 14 60 2,420 
Real estate installment loans9,138 40 9,183 63 50 122 9,305 
Total consumer real estate11,474 53 16 11,543 106 12 64 182 11,725 
Credit card and other:
Credit card279 283 — — — — 283 
Other838 — 844 — 845 
Total credit card and other1,117 1,127 — 1,128 
Total loans and leases$57,730 $100 $17 $57,847 $205 $66 $115 $386 $58,232 
(a)    $101 million of C&I loans are nonaccrual loans that have been specifically reviewedallowance for impairment with no related allowance.2023 and 2022, respectively.

Collateral-Dependent Loans
Collateral-dependent loans are defined as loans for which repayment is expected to be derived substantially through the operation or sale of the collateral and where the borrower is experiencing financial difficulty. At a minimum, the estimated value of the collateral for each loan equals the current book value.
As of December 31, 20212023 and 2020,2022, FHN had commercial loans with amortized cost of approximately $120$250 million and $167$124 million, respectively, that were based on the value of underlying collateral. Collateral-dependent C&I and CRE loans totaled $115$117 million and $5$133 million, respectively, at December 31, 2021.2023. The collateral for these loans generally consists of business assets including land, buildings, equipment and financial assets. During the years ended December 31, 20212023 and 2020,2022, FHN recognized total charge-offs of approximately $26$144 million and $36$10 million, respectively, on these loans related to reductions in estimated collateral values.
Consumer HELOC and real estate installment loans with amortized cost based on the value of underlying real
estate collateral were approximately $7$6 million and $20$27 million, respectively, as of December 31, 2021,2023, and $9$7 million and $26 million, respectively, as of December 31, 2020.2022. Charge-offs onwere $1 million for collateral-dependent consumer loans were $1during the year ended December 31, 2023, and $2 million during the year ended December 31, 2021,2022.
Loan Modifications to Troubled Borrowers
As part of FHN’s ongoing risk management practices, FHN attempts to work with borrowers when necessary to extend or modify loan terms to better align with their current ability to repay. Modifications could include extension of the maturity date, reductions of the interest rate, reduction or forgiveness of accrued interest, or principal forgiveness. Combinations of these modifications may also be made for individual loans. Extensions and modifications to loans are made in accordance with internal policies and guidelines which conform to regulatory guidance. Principal reductions may be made in limited circumstances, typically for specific commercial loan workouts, and in the event of borrower bankruptcy.


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ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 3—LOANS & LEASES
Each occurrence is unique to the borrower and is evaluated separately.
Troubled loans are considered those in which the borrower is experiencing financial difficulty. The assessment of whether a borrower is experiencing financial difficulty can be subjective in nature and management’s judgment may be required in making this determination. FHN may determine that a borrower is experiencing financial difficulty if the borrower is currently in default on any of its debt, or if it is probable that a borrower may default in the foreseeable future absent a modification. Many aspects of a borrower’s financial situation are assessed when determining whether they are experiencing financial difficulty.
Troubled commercial loans are typically modified through forbearance agreements which could include reduced interest rates, reduced payments, term extension, or entering into short sale agreements. Principal reductions may occur in specific circumstances.
Modifications for troubled consumer loans are generally structured using parameters of U.S. government-sponsored programs. For HELOC and real estate installment loans, troubled loans are typically modified by an interest rate reduction and a possible maturity date extension to reach an affordable housing debt-to-income
were not significantratio. Despite the absence of a loan modification by FHN, the discharge of personal liability through bankruptcy proceedings is considered a court-imposed modification.
For the credit card portfolio, troubled loan modifications are typically enacted through either a short-term credit card hardship program or a longer-term credit card workout program. In the credit card hardship program, borrowers may be granted rate and payment reductions for six months to one year. In the credit card workout program, borrowers are granted a rate reduction to 0% and a term extension for up to five years.
Modifications to Borrowers Experiencing Financial Difficulty
For periods subsequent to December 31, 2022, information regarding loans modified when a borrower is experiencing financial difficulty are included in the tables below.
The following tables present the amortized cost basis at the end of the reporting period of loans modified to borrowers experiencing financial difficulty, disaggregated by class of financing receivable and type of modification made, as well as the financial effect of the modifications made as of December 31, 2023:

Table 8.3.7
LOAN MODIFICATIONS TO BORROWERS EXPERIENCING FINANCIAL DIFFICULTY
December 31, 2023
Interest Rate Reduction
(Dollars in millions)Balance% of Total ClassFinancial Effect
Consumer real estate$— %Reduced weighted-average contractual interest rate from 8.60% to 5.00%
Credit card and other (a)— — Reduced weighted-average contractual interest rate from 11.20% to 0.00%
Total$— %
December 31, 2023
Term Extension
(Dollars in millions)Balance% of Total ClassFinancial Effect
C&I$90 0.3 %Added a weighted-average 1 year to the life of loans, which reduced monthly payment amounts for the borrowers
CRE40 0.3 Added a weighted-average 0.8 year to the life of loans, which reduced monthly payment amounts for the borrowers
Consumer real estate— Added a weighted-average 12 years to the life of loans, which reduced monthly payment amounts for the borrowers
Total$132 0.2 %
December 31, 2023
Principal Forgiveness
(Dollars in millions)Balance% of Total ClassFinancial Effect
Consumer real estate$— %$1.3 million of the principal of consumer loans was legally discharged in bankruptcy during the period and the borrowers have not re-affirmed the debt as of period end
Total$— %


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ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 3—LOANS & LEASES
December 31, 2023
Payment Deferrals
(Dollars in millions)Balance% of Total ClassFinancial Effect
Consumer real estate$— %Payment deferral for 11 months, with a balloon payment at the end of the term
Total$— %
December 31, 2023
Combination - Term Extension and Interest Rate Reduction
(Dollars in millions)Balance% of Total ClassFinancial Effect
C&I (a)$— — %Added a weighted-average 1.2 years to the life of loans and reduced weighted-average contractual interest rate from 13.00% to 11.50%
Consumer real estate— Added a weighted-average 14.3 years to the life of loans and reduced weighted-average contractual interest rate from 5.00% to 4.70%
Total$— %
December 31, 2023
Combination - Term Extension, Interest Rate Reduction, and Interest Forgiveness
(Dollars in millions)Balance% of Total ClassFinancial Effect
C&I$— %Added a weighted-average 3.7 years to the life of loans, reduced weighted-average contractual interest rate from 11.25% to 7.50% and provided less than $1 million in interest forgiveness
Total$— %
December 31, 2023
Combination - Term Extension, Interest Rate Reduction, and Interest Deferrals
(Dollars in millions)Balance% of Total ClassFinancial Effect
CRE$15 0.1 %Added a weighted-average 1 year to the life of loans, reduced weighted-average contractual interest rate from 8.65% to 8.00% and provided less than $1 million in deferred interest
Total$15 — %
(a) Balance less than $1 million.
The balance of loan modifications to borrowers experiencing financial difficulty that had a payment default during the year endedperiod totaled $28 million as of December 31, 2020.2023. FHN closely monitors the
performance of the loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts.

The following table depicts the performance of loans that have been modified in the last 12 months:
Table 8.3.8
PERFORMANCE OF LOANS THAT HAVE BEEN MODIFIED IN THE LAST 12 MONTHS
December 31, 2023
(Dollars in millions)Current30-89 Days Past Due90+ Days Past DueNon-Accruing
C&I$70 $— $— $22 
CRE— — 47 
Consumer real estate— — 11 
Credit card and other— — — — 
Total$82 $— $— $80 


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ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 3—LOANS & LEASES
Troubled Debt Restructurings
As part of FHN’s ongoing risk management practices, FHN attemptsPrior to work with borrowers when necessary to extend or modify loan terms to better align with their current ability to repay. Extensions and modifications to loans are made in accordance with internal policies and guidelines which conform to regulatory guidance. Each occurrence is unique to the borrower and is evaluated separately.
AJanuary 1, 2023, a modification iswas classified as a TDR if the borrower iswas experiencing financial difficulty and it iswas determined that FHN has granted a concession to the borrower. Concessions represented modifications that FHN may determine thatwould not otherwise consider if a borrower is experiencing financial difficulty if the borrower is currently in default on any of its debt, or if it is probable that a borrower may default in the foreseeable future. Many aspects of a borrower’s financial situation are assessed when determining whether they arehad not been experiencing financial difficulty. Concessions could include extension of the maturity date, reductions of the interest rate (which may make the rate lower than current market for a new loan with similar risk), reduction or forgiveness of accrued interest, or principal forgiveness. The assessmentsEvaluation of whether a borrower is experiencing (or is likely to experience)


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ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 4—LOANS & LEASES
financial difficulty, and whether a concession has beenwas granted, arewas subjective in nature and management’s judgment iswas required when determiningin making the determination of whether a modification is was
classified as a TDR. In accordance with regulatory guidance, loans were not accounted for as TDRs and have been excluded from the disclosures below. For loan modifications that were made during the years ended December 31, 2021 and 2020 that met the TDR relief provisions outlined in either the CARES Act, as extended by the CAA, or revised Interagency Guidance, FHN has excluded these modifications from consideration as TDRs, and has excluded loans with these qualifying modifications from designation as a TDR in the information and discussion that follows. See Note 1 - Significant Accounting Policies for further discussion regarding TDRs and loan modifications.
For all classes within the commercial portfolio segment, TDRs are typically modified through forbearance agreements (generally 6 to 12 months). Forbearance agreements could include reduced interest rates, reduced payments, release of guarantor, or entering into short sale agreements.
FHN’s proprietary modification programs for consumer loans are generally structured using parameters of U.S. government-sponsored programs such as the former Home Affordable Modification Program. Within the HELOC and real estate installment loans classes of the consumer portfolio segment, TDRs are typically modified by reducing the interest rate (in increments of 25 basis points to a minimum of 1% for up to 5 years) and a possible maturity date extension to reach an affordable housing debt-to-income ratio. After 5 years, the interest rate generally returns to the original interest rate prior to modification; for certain modifications, the modified interest rate increases 2% per year until the original
interest rate prior to modification is achieved. Mortgage TDRs are typically modified by reducing the interest rate (in increments of 25 basis points to a minimum of 2% for up to 5 years) and a possible maturity date extension to reach an affordable housing debt-to-income ratio. After 5 years, the interest rate steps up 1% every year until it reaches the Federal Home Loan Mortgage Corporation Weekly Survey Rate cap. Contractual maturities may be extended to 40 years on permanent mortgages and to 30 years for consumer real estate loans.
Within the credit card class of the consumer portfolio segment, TDRs are typically modified through either a short-term credit card hardship program or a longer-term credit card workout program. In the credit card hardship program, borrowers may be granted rate and payment reductions for 6 months to 1 year. In the credit card workout program, clients are granted a rate reduction to 0% and term extensions for up to 5 years to pay off the remaining balance.
Despite the absence of a loan modification, the discharge of personal liability through bankruptcy proceedings is considered a concession. As a result, FHN classifies allAll non-reaffirmed residential real estate loans discharged in Chapter 7 bankruptcy were considered concessions and classified as nonaccruing TDRs.
On December 31, 2021 and 2020,2022, FHN had $206$180 million and $307 million of portfolio loans classified as TDRs, respectively.TDRs. Additionally, $35 million and $42$30 million of loans held for sale as of December 31, 2021 and 2020, respectively, 2022were classified as TDRs.

The following table presents the end of period balance for loans modified in a TDR during the yearsyear ended December 31, 2021 and 2020:
2022:
Table 8.4.68.3.9
LOANS MODIFIED IN A TDR
20212020 Year Ended December 31, 2022
(Dollars in millions)(Dollars in millions)NumberPre-Modification
Outstanding
Recorded Investment
Post-Modification
Outstanding
Recorded Investment
NumberPre-Modification
Outstanding
Recorded Investment
Post-Modification
Outstanding
Recorded Investment
(Dollars in millions)NumberPre-Modification
Outstanding
Recorded Investment
Post-Modification
Outstanding
Recorded Investment
C&IC&I32 $37 $34 112 $195 $188 
C&I
C&I
CRE
CRE
CRECRE1 12 10 19 15 15 
HELOCHELOC25 3 3 64 
HELOC
HELOC
Real estate installment loansReal estate installment loans87 14 14 117 20 19 
Credit card and otherCredit card and other51   56 
Credit card and other
Credit card and other
Total TDRsTotal TDRs196 $66 $61 368 $236 $228 

The following table presents TDRs which re-defaulted during 2021 and 2020,2022, and as to which the modification occurred 12 months or less prior to the re-default. For purposes of this disclosure, FHN generally defines payment default as 30 or more days past due.
Table 8.3.10
LOANS MODIFIED IN A TDR THAT RE-DEFAULTED
 Year Ended December 31, 2022
(Dollars in millions)NumberRecorded
Investment
C&I$— 
CRE— — 
HELOC22 
Real estate installment loans54 15 
Credit card and other17 — 
Total TDRs98 $16 


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ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 4—LOANS & LEASESALLOWANCE FOR CREDIT LOSSES
Table 8.4.7
LOANS MODIFIED IN A TDR THAT RE-DEFAULTED
 20212020
(Dollars in millions)NumberRecorded
Investment
NumberRecorded
Investment
C&I18 $5 $
CRE6 19 — — 
HELOC1  — 
Real estate installment loans9 5 18 
Credit card and other4  24 — 
Total TDRs38 $29 59 $
Note 5—4—Allowance for Credit Losses
Management's estimate of expected credit losses in the loan and lease portfolios is recorded in the ALLL and the reserve for unfunded lending commitments, collectively referred to as the Allowance for Credit Losses, or the ACL. See Note 1 - Significant Accounting Policies for further discussion of FHN's ACL methodology.

The ACL is maintained at a level management believes to be appropriate to absorb expected lifetime credit losses over the contractual life of the loan and lease portfolio and unfunded lending commitments. The determination of the ACL is based on periodic evaluation of the loan and lease portfolios and unfunded lending commitments considering a number of relevant underling factors, including key assumptions and evaluation of quantitative and qualitative information.
The expected loan losses are the product of multiplying FHN’s estimates of probability of default (PD), loss given default (LGD), and individual loan level exposure asat default (EAD), including amortization and prepayment assumptions, on an undiscounted basis. FHN uses models or assumptions to develop the expected loss forecasts, which incorporate multiple macroeconomic forecasts over a four yearfour-year reasonable and supportable forecast period. After the reasonable and supportable forecast period, the Company immediately reverts to its historical loss averages, evaluated over the historical observation period, for the remaining estimated life of the loans. In order to capture the unique risks of the loan portfolio within the PD, LGD, and prepayment models, FHN segments the portfolio into pools, generally incorporating loan grades for commercial loans. As there can be no certainty that actual economic performance will precisely follow any specific macroeconomic forecast, FHN uses qualitative adjustments to adjust historical loss information in situations where current loan characteristics or current or forecasted economic conditions differ from those in the historical loss information and for differences in economic conditions and other factors.periods.
The evaluation of quantitative and qualitative information is performed through assessments of groups of assets that share similar risk characteristics and certain individual loans and leases that do not share similar risk
characteristics with the collective group. As described in Note 43 - Loans and Leases, loans are grouped generally by product type and significant loan portfolios are assessed for credit losses using analytical or statistical models. The quantitative evaluation of the adequacy of the ACLcomponent utilizes a weighting approach for multiple economic forecast scenariosinformation as its foundation, and is primarily based on analytical models that use known or estimated data as of the balance sheet date and forecasted data over the reasonable and supportable period. The ACL mayis also be
affected by a variety of qualitative factors that FHN considers to reflect current judgment of various events and risks that are not measured in the quantitative calculations.calculations, including alternative economic forecasts.
In accordance with its accounting policy elections, FHN does not recognize a separate allowance for expected credit losses for AIR and records reversals of AIR as reductions of interest income. FHN reverses previously accrued but uncollected interest when an asset is placed on nonaccrual status. As of December 31, 2021 and 2020, FHN recognized approximately $1 million in allowance for expected credit losses on COVID-19 deferrals that do not qualify for the election which is not reflected in the table below. AIR and the related allowance for expected credit losses is included as a component of other assets. The total amount of interest reversals from loans placed on nonaccrual status and the amount of income recognized on nonaccrual loans during the yearyears ended December 31, 2023, 2022, and 2021 were not material.
Expected credit losses for unfunded commitments are estimated for periods where the commitment is not unconditionally cancellable. The measurement of expected credit losses for unfunded commitments mirrors that of loans and leases with the additional estimate of future draw rates (timing and amount).
The decreaseincrease in the ACL balance as of December 31, 20212023 as compared to December 31, 20202022 largely reflects loan growth during the period, an improvement in theevolving macroeconomic outlook, positiveand modest grade migration, and lower loan balances, which was offset slightly by higher C&I loan balances excluding PPP loans.


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ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 5—ALLOWANCE FOR CREDIT LOSSES
migration. In developing credit loss estimates for its loan and lease portfolios, FHN utilized multiplea baseline and a downside forecast scenario from Moody’s forecast scenarios for its macroeconomic inputs. EachAs of December 31, 2023, among other things, FHN's scenario included assumptions aroundselection process factored in the COVID-19 pandemicoutlook for production, inflation, interest rates, employment, real estate prices, and international conflict. FHN selected one scenario as its impact on various sections ofbase case, which was the economy.Moody's baseline scenario. The heaviest weight was placed on this scenario. A smaller weight was placed on the baseline forecast, which assumed positive real GDP growth over the forecast horizon and return to full employment by year-end 2022.FHN-selected downside scenario.
During the years ended December 31, 2021 and 2020, FHN also considered stressed loan portfolios or industries that are most exposed to the effects of the COVID-19
pandemic and added qualitative adjustments, where needed, to account for the risks not captured in modeled results. Management also made qualitative adjustments to reflect estimated recoveries based on a review of prior charge off and recovery levels, for default risk associated with large balances with individual borrowers, for estimated loss amounts not reflected in historical factors due to specific portfolio risk, and for instances where limited data for acquired loans is considered to affect modeled results.
The following table provides a rollforward of the ALLL and the reserve for unfunded lending commitments by portfolio type for December 31, 2023, 2022 and 2021:



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ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 5—4—ALLOWANCE FOR CREDIT LOSSES
The following table provides a rollforward of the allowance for loan and lease losses and the reserve for unfunded lending commitments by portfolio type for December 31, 2021, 2020 and 2019:
Table 8.5.18.4.1
ROLLFORWARD OF ALLL & RESERVE FOR UNFUNDED LENDING COMMITMENTS
(Dollars in millions)(Dollars in millions)Commercial, Financial, and Industrial (a)Commercial
Real Estate
Consumer
Real Estate
Credit Card
and Other
Total(Dollars in millions)Commercial, Financial, and Industrial (a)Commercial
Real Estate
Consumer
Real Estate
Credit Card
and Other
Total
Allowance for loan and lease losses:Allowance for loan and lease losses:
Balance as of January 1, 2023
Balance as of January 1, 2023
Balance as of January 1, 2023
Adoption of ASU 2022-02 (b)
Charge-offs (c)
Charge-offs (c)
Charge-offs (c)
Recoveries
Provision for loan and lease losses
Provision for loan and lease losses
Provision for loan and lease losses
Balance as of December 31, 2023
Reserve for remaining unfunded commitments:
Reserve for remaining unfunded commitments:
Reserve for remaining unfunded commitments:
Balance as of January 1, 2023
Balance as of January 1, 2023
Balance as of January 1, 2023
Provision for unfunded lending commitments
Provision for unfunded lending commitments
Provision for unfunded lending commitments
Balance as of December 31, 2023
Allowance for credit losses as of December 31, 2023
Allowance for credit losses as of December 31, 2023
Allowance for credit losses as of December 31, 2023
Allowance for loan and lease losses:
Allowance for loan and lease losses:
Allowance for loan and lease losses:
Balance as of January 1, 2022
Balance as of January 1, 2022
Balance as of January 1, 2022
Charge-offs
Charge-offs
Charge-offs
Recoveries
Provision for loan and lease losses
Balance as of December 31, 2022
Reserve for remaining unfunded commitments:
Reserve for remaining unfunded commitments:
Reserve for remaining unfunded commitments:
Balance as of January 1, 2022
Balance as of January 1, 2022
Balance as of January 1, 2022
Provision for unfunded lending commitments
Balance as of December 31, 2022
Allowance for credit losses as of December 31, 2022
Allowance for credit losses as of December 31, 2022
Allowance for credit losses as of December 31, 2022
Allowance for loan and lease losses
Allowance for loan and lease losses
Allowance for loan and lease losses
Balance as of January 1, 2021
Balance as of January 1, 2021
Balance as of January 1, 2021Balance as of January 1, 2021$453 $242 $242 $26 $963 
Charge-offs
Charge-offs
Charge-offsCharge-offs(34)(5)(5)(15)(59)
RecoveriesRecoveries21 27 57 
Provision for loan and lease lossesProvision for loan and lease losses(106)(88)(101)(291)
Provision for loan and lease losses
Provision for loan and lease losses
Balance as of December 31, 2021Balance as of December 31, 2021334 154 163 19 670 
Reserve for remaining unfunded commitments:Reserve for remaining unfunded commitments:
Reserve for remaining unfunded commitments:
Reserve for remaining unfunded commitments:
Balance as of January 1, 2021
Balance as of January 1, 2021
Balance as of January 1, 2021Balance as of January 1, 202165 10 10 — 85 
Provision for unfunded lending commitments
Provision for unfunded lending commitments
Provision for unfunded lending commitmentsProvision for unfunded lending commitments(19)(2)— (19)
Balance as of December 31, 2021Balance as of December 31, 202146 12 8  66 
Allowance for credit losses as of December 31, 2021Allowance for credit losses as of December 31, 2021$380 $166 $171 $19 $736 
Allowance for credit losses as of December 31, 2021
Allowance for credit losses as of December 31, 2021
Allowance for loan and lease losses:
Balance as of January 1, 2020$123 $36 $28 $13 $200 
Adoption of ASU 2016-1319 (7)93 107 
Balance as of January 1, 2020, as adjusted142 29 121 15 307 
Charge-offs (b)(129)(5)(8)(14)(156)
Recoveries 18 36 
Initial allowance on loans purchased with credit deterioration (b)138 100 44 287 
Provision for loan and lease losses (c)293 114 67 15 489 
Balance as of December 31, 2020453 242 242 26 963 
Reserve for remaining unfunded commitments:
Balance as of January 1, 2020— — 
Adoption of ASU 2016-1317 — 24 
Balance as of January 1, 2020, as adjusted21 — 30 
Initial reserve on loans acquired12 26 — 41 
Provision for unfunded lending commitments32 (19)— 14 
Balance as of December 31, 202065 10 10 — 85 
Allowance for credit losses as of December 31, 2020$518 $252 $252 $26 $1,048 
Allowance for loan losses
Balance as of January 1, 2019$99 $31 $37 $13 $180 
Charge-offs(34)(1)(8)(16)(59)
Recoveries 20 32 
Provision for loan losses 51 (21)12 47 
Balance as of December 31, 2019123 36 28 13 200 
Reserve for remaining unfunded commitments:
Balance as of January 1, 2019— — 
Provision for unfunded lending commitments— (1)— — (1)
Balance as of December 31, 2019— — 
Allowance for credit losses as of December 31, 2019$127 $38 $28 $13 $206 
(a)    C&I loans as of December 31, 2023, 2022, and 2021 include $29 million, $76 million, and 2020 include $1.0 billion and $4.1 billion in PPP loans, respectively, which due to the government guarantee and forgiveness provisions are considered to have no credit risk and therefore have no allowance for loan and lease losses.
(b)    The year ended December 31, 2020 excludes daySee Note 1 charge-offs and the related initial allowance on PCD loans is net of these amounts. Under ASC 326, the initial ALLL recognized on PCD assets included anfor additional $237 million for charged-off loans that had been written off prior to acquisition (whether full or partial) or which met FHN's charge-off policy at the time of acquisition. After charging these amounts off immediately upon acquisition, the net impact was $287 million of additional ALLL for PCD loans.information.
(c)    Provision for loan and lease losses forCharge-offs in the year ended December 31, 2020 includes $147C&I portfolio in 2023 include $72 million recognized on non-PCD loans from the IBKC merger and Truist branch acquisition.a single credit from a company in bankruptcy.


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ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 6—4—ALLOWANCE FOR CREDIT LOSSES
The following table represents gross charge-offs by year of origination for the year ended December 31, 2023:
Table 8.4.2
GROSS CHARGE-OFFS
(Dollars in millions)20232022202120202019Prior to 2019Revolving LoansTotal
C&I$$17 $82 $$10 $34 $$156 
CRE— — — — 15 — 17 
Consumer real estate— — — — — 
Credit card and other12 — — — 22 
Total$13 $19 $82 $5 $12 $54 $14 $199 


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ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 5—PREMISES, EQUIPMENT, & LEASES
Note 6—5—Premises, Equipment, and Leases
Premises and equipment werewas comprised of the following at December 31, 20212023 and 2020:2022:
Table 8.6.18.5.1
PREMISES & EQUIPMENT
(Dollars in millions)(Dollars in millions)December 31, 2021December 31, 2020(Dollars in millions)December 31, 2023December 31, 2022
LandLand$163 $182 
BuildingsBuildings543 594 
Leasehold improvementsLeasehold improvements74 73 
Furniture, fixtures, and equipmentFurniture, fixtures, and equipment276 269 
Fixed assets held for sale (a)Fixed assets held for sale (a)16 18 
Total premises and equipmentTotal premises and equipment1,072 1,136 
Less accumulated depreciation and amortizationLess accumulated depreciation and amortization(407)(377)
Premises and equipment, netPremises and equipment, net$665 $759 
(a) Primarily comprised of land and buildings.


Both fixed asset and leased asset impairments were immaterial for 2023 and 2022. In 2021, and 2020, FHN recognized $37$34 million and $12 million, respectively, of fixed asset impairments and lease abandonment charges related to branch closures$3 million of leased asset impairments which wereis included in other expense on the Consolidated Statements of Income.
Net gains related to the sales of bank branches were immaterial for 2023 and 2022. In 2021, FHN had $6 million of net gains related to the sales of bank branches which wasis included in other income on the Consolidated Statements of Income. Similar net gains in 2020 were not material.
First Horizon as Lessee
FHN has operating, financing, and short-term leases for branch locations, corporate offices and certain equipment. Substantially all of these leases are classified as operating leases.
The following table provides details of the classification of FHN's right-of-use assets and lease liabilities included in the Consolidated Balance Sheets.
Table 8.6.28.5.2
RIGHT-OF-USE ASSETS & LEASE LIABILITIES
(Dollars in millions)(Dollars in millions)December 31, 2021December 31, 2020(Dollars in millions)December 31, 2023December 31, 2022
Lease right-of-use assets:Lease right-of-use assets:Classification
Operating lease right-of-use assets
Operating lease right-of-use assets
Operating lease right-of-use assetsOperating lease right-of-use assetsOther assets$345 $367 
Finance lease right-of-use assetsFinance lease right-of-use assetsOther assets3 
Total lease right-of-use assetsTotal lease right-of-use assets$348 $371 
Lease liabilities:Lease liabilities:
Lease liabilities:
Lease liabilities:
Operating lease liabilities
Operating lease liabilities
Operating lease liabilitiesOperating lease liabilitiesOther liabilities$382 $407 
Finance lease liabilitiesFinance lease liabilitiesOther liabilities4 
Total lease liabilitiesTotal lease liabilities$386 $411 
The calculated amount of the ROU assets and lease liabilities in the table above are impacted by the length of the lease term and the discount rate used to present value the minimum lease payments. The following table details the weighted average remaining lease term and discount rate for FHN's operating and finance leases as of December 31, 20212023 and 2020.2022.

Table 8.6.38.5.3
REMAINING LEASE TERMS
& DISCOUNT RATES
December 31, 2021December 31, 2020
December 31, 2023
December 31, 2023
December 31, 2023
Weighted Average Remaining Lease Terms
Weighted Average Remaining Lease Terms
Weighted Average Remaining Lease TermsWeighted Average Remaining Lease Terms
Operating leasesOperating leases12.37 years12.49 years
Operating leases
Operating leases
Finance leases
Finance leases
Finance leasesFinance leases10.61 years11.45 years
Weighted Average Discount RateWeighted Average Discount Rate
Weighted Average Discount Rate
Weighted Average Discount Rate
Operating leases
Operating leases
Operating leasesOperating leases2.35 %2.39 %
Finance leasesFinance leases2.85 %3.05 %
Finance leases
Finance leases


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2023 FORM 10-K ANNUAL REPORT

ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 5—PREMISES, EQUIPMENT, & LEASES
The following table provides a detail of the components of lease expense and other lease information for the years ended December 31, 2021, 2020,2023, 2022, and 2019:2021:


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2021 FORM 10-K ANNUAL REPORT

ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 6—PREMISES, EQUIPMENT, & LEASES
Table 8.6.48.5.4
LEASE EXPENSE &
OTHER INFORMATION
(Dollars in millions)(Dollars in millions)202120202019(Dollars in millions)202320222021
Lease costLease cost
Operating lease costOperating lease cost$48 $39 $25 
Operating lease cost
Operating lease cost
Sublease income
Sublease income
Sublease incomeSublease income(1)(1)— 
Total lease costTotal lease cost$47 $38 $25 
Other informationOther information
Other information
Other information
(Gain) loss on right-of-use asset impairment - operating leases
(Gain) loss on right-of-use asset impairment - operating leases
(Gain) loss on right-of-use asset impairment - operating leases(Gain) loss on right-of-use asset impairment - operating leases$3 $$
Cash paid for amounts included in the measurement of lease liabilities:Cash paid for amounts included in the measurement of lease liabilities:
Cash paid for amounts included in the measurement of lease liabilities:
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases
Operating cash flows from operating leases
Operating cash flows from operating leasesOperating cash flows from operating leases53 41 23 
Right-of-use assets obtained in exchange for new lease obligations:Right-of-use assets obtained in exchange for new lease obligations:
Right-of-use assets obtained in exchange for new lease obligations:
Right-of-use assets obtained in exchange for new lease obligations:
Operating leasesOperating leases19 216 48 
Finance leases 
Operating leases
Operating leases
The following table provides a detail of the maturities of FHN's operating and finance lease liabilities as of December 31, 2021:2023:
Table 8.6.58.5.5
LEASE LIABILITY MATURITIES
(Dollars in millions)(Dollars in millions)December 31, 2021(Dollars in millions)December 31, 2023
2022$49 
202345 
2024202440 
2025202539 
2026202637 
2027 and thereafter238 
2027
2028
2029 and thereafter
Total lease paymentsTotal lease payments448 
Less lease liability interestLess lease liability interest(62)
Total lease liabilityTotal lease liability$386 
FHN had no aggregate undiscounted contractual obligations for lease arrangements that have not commenced as of December 31, 2021.

2023.
First Horizon as Lessor
As a lessor, FHN engages in the leasing of equipment to commercial clients primarily through direct financing and sales-type leases. Direct financing and sales-type leases are similar to other forms of installment lending in that lessors generally do not retain benefits and risks incidental to ownership of the property subject to leases. Such
arrangements are essentially financing transactions that permit lessees to acquire and use property. As lessor, the sum of all minimum lease payments over the lease term and the estimated residual value, less unearned interest income, is recorded as the net investment in the lease on the commencement date and is included in loans and leases in the Consolidated Balance Sheets. Interest income is accrued as earned over the term of the lease based on the net investment in leases. Fees incurred to originate the lease are deferred on the commencement date and recognized as an adjustment of the yield on the lease.
FHN’s portfolio of direct financing and sales-type leases contains terms of 12 to 23 years, some of which contain options to extend the lease for various periods of time and/or to purchase the equipment subject to the lease at various points in time. These direct financing and sales-type leases typically include a payment structure set at lease inception and do not provide any additional services. Expenses associated with the leased equipment, such as maintenance and insurance, are paid by the lessee directly to third parties. The lease agreement typically contains an option for the purchase of the leased property by the lessee at the end of the lease term at either the property’s residual value or a specified price. In all cases, FHN expects to sell or re-lease the equipment at the end of the lease term. Due to the nature and structure of FHN’s direct financing and sales-type leases, there is no selling profit or loss on these transactions.
The components of the Company’s net investment in leases as of December 31, 20212023 and 20202022 were as follows:
Table 8.6.68.5.6
LEASE NET INVESTMENTS
(Dollars in millions)(Dollars in millions)December 31, 2021December 31, 2020(Dollars in millions)December 31, 2023December 31, 2022
Lease receivableLease receivable$729 $535 
Unearned incomeUnearned income(135)(108)
Guaranteed residualGuaranteed residual97 92 
Unguaranteed residualUnguaranteed residual102 68 
Total net investmentTotal net investment$793 $587 
Interest income for direct financing or sales-type leases totaled $26$50 million, $34 million, and $11$26 million for the years ended December 31, 20212023, 2022, and 2020,2021, respectively. There was no profit or loss recognized at the commencement date for direct financing or sales-type leases for the years ended December 31, 20212023, 2022, and 2020.

2021.


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20212023 FORM 10-K ANNUAL REPORT

ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 5—PREMISES, EQUIPMENT, & LEASES
Maturities of the Company's lease receivables as of December 31, 2023 were as follows:
Table 8.5.7
LEASE RECEIVABLE MATURITIES
(Dollars in millions)December 31, 2023
2024$214 
2025193 
2026168 
2027132 
202898 
2029 and thereafter338 
Total future minimum lease payments$1,143 


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2023 FORM 10-K ANNUAL REPORT

ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 6—PREMISES, EQUIPMENT, & LEASES
Maturities of the Company's lease receivables as of December 31, 2021 were as follows:
Table 8.6.7
LEASE RECEIVABLE MATURITIES
(Dollars in millions)December 31, 2021
2022$136 
2023122 
202496 
202573 
202657 
2027 and thereafter245 
Total future minimum lease payments$729 


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2021 FORM 10-K ANNUAL REPORT

ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 7—GOODWILL & OTHER INTANGIBLE ASSETS
Note 7—6—Goodwill and Other Intangible Assets
Goodwill
On July 1, 2020, FHN completed its merger-of-equals transaction with IBKC. In connection with the merger, FHN recorded a $531 million purchase accounting gain, based on fair value estimates.
On July 17, 2020, FHN completed its purchase of 30 branches from Truist Bank. In relation to the acquisition, FHN recorded $78 million in goodwill, based on fair value estimates. See Note 2 - Acquisitions and Divestitures for additional information regarding these transactions.
FHN performed the required annual goodwill impairment test as of October 1, 2021.2023. The annual qualitative impairment test did not indicate impairment in any of FHN’s reporting units as of the testing date. Following the testing date, management evaluated the events and circumstances that could indicate that goodwill might be impaired and concluded that a subsequent interim testit is not more likely than not that goodwill was not necessary.
As further discussed in Note 20 - Business Segment Information, FHN reorganized itsimpaired. If there are any triggering events between annual periods, management reporting structure during 2020 and, accordingly, its segment reporting structure and goodwill reporting units. In connection with the reorganization, management reallocated goodwill to the new reporting units using a relative fair value approach.will evaluate whether an impairment analysis is warranted.
Accounting estimates and assumptions were made about FHN’s future performance and cash flows, as well as other prevailing market factors (e.g., interest rates, economic
trends, etc.) when determining fair value as part of the goodwill impairment test. While management used the best information available to estimate future performance for each reporting unit, future adjustments to management’s projections may be necessary if conditions differ substantially from the assumptions used in making the estimates.
The following is a summary of goodwill by reportable segment included in the Consolidated Balance Sheets as of December 31, 2021:2023:
Table 8.7.18.6.1
GOODWILL
(Dollars in millions)(Dollars in millions)Regional
Banking
Specialty
Banking
Total
December 31, 2018$802 $631 $1,433 
Additions— — — 
December 31, 2019$802 $631 $1,433 
Additions78 — 78 
(Dollars in millions)
(Dollars in millions)
December 31, 2020
December 31, 2020
December 31, 2020December 31, 2020$880 $631 $1,511 
AdditionsAdditions— — — 
Additions
Additions
December 31, 2021December 31, 2021$880 $631 $1,511 
December 31, 2021
December 31, 2021
Additions
Additions
Additions
December 31, 2022
December 31, 2022
December 31, 2022
Additions
Additions
Additions
Divestitures (a)
Divestitures (a)
Divestitures (a)
December 31, 2023
December 31, 2023
December 31, 2023
(a) Reduction in goodwill is related to the divestiture of FHN Financial Main Street Advisors assets in December 2023.
Other intangible assets
The following table, which excludes fully amortized intangibles, presents other intangible assets included in the Consolidated Balance Sheets:
Table 8.7.28.6.2
OTHER INTANGIBLE ASSETS
December 31, 2021December 31, 2020 December 31, 2023December 31, 2022
(Dollars in millions)(Dollars in millions)Gross Carrying
Amount
Accumulated
Amortization
Net Carrying
Value
Gross Carrying
Amount
Accumulated
Amortization
Net Carrying
Value
(Dollars in millions)Gross Carrying
Amount
Accumulated
Amortization
Net Carrying
Value
Gross Carrying
Amount
Accumulated
Amortization
Net Carrying
Value
Core deposit intangiblesCore deposit intangibles$371 $(128)$243 $371 $(81)$290 
Client relationshipsClient relationships37 (11)26 37 (8)29 
Other (a)Other (a)41 (12)29 41 (6)35 
TotalTotal$449 $(151)$298 $449 $(95)$354 
(a)Includes noncompetenon-compete covenants and purchased credit card intangible assets. Also includes title plant intangible assets and state banking licenses which are not subject to amortization.

Amortization expense was $56$47 million, $40$51 million, and $25$56 million for the years ended December 31, 2021, 20202023, 2022 and 2019,2021, respectively. The following table shows the aggregated amortization expense estimated, as of December 31, 2021,2023, for the next five years:
Table 8.7.38.6.3
ESTIMATED AMORTIZATION EXPENSE
(Dollars in millions)(Dollars in millions) (Dollars in millions) 
2022$51 
202348 
2024202444 
2025202538 
2026202633 
2027
2028


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  152146
20212023 FORM 10-K ANNUAL REPORT

ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 8—7—MORTGAGE BANKING ACTIVITY
Note 8—7—Mortgage Banking Activity
On July 1, 2020 as part ofFHN originates mortgage loans for sale into the IBKC merger, FHN obtained IBKC mortgage banking operations which includes origination and servicingsecondary market. These loans primarily consist of residential first lien mortgages that conform to standards established by GSEs that are major investors in U.S. home mortgages, but can also consist of junior lien and jumbo loans secured by residential property. These loans are primarily sold to private companies that are unaffiliated with the GSEs on a servicing-released basis. Gains and losses on these mortgage loans are included in mortgage banking and title income on the Consolidated Statements of Income. Prior to the merger, FHN’s mortgage banking operations were not significant.
At December 31, 2021,2023, FHN had approximately $45$34 million of loans that remained from pre-2009 Mortgage Businessmortgage business operations of legacy First Horizon. Activity related to the pre-2009 mortgage loans was primarily limited to payments and write-offs in 20212023, 2022, and 2020,2021, with no new originations or loan sales, and only an insignificant amount of repurchases. These loans are excluded from the disclosure below.
The following table summarizes activity relating to residential mortgage loans held for sale for the years ended December 31, 20212023, 2022, and 2020:2021:
Table 8.8.18.7.1
MORTGAGE LOAN ACTIVITY
(Dollars in millions)20212020
Balance at beginning of period$409 $
Acquired 320 
Originations and purchases2,836 2,499 
Sales, net of gains(3,025)(2,405)
Mortgage loans transferred from (to) held for investment30 (9)
Balance at end of period$250 $409 

(Dollars in millions)202320222021
Balance at beginning of period$44 $250 $409 
Originations and purchases692 1,275 2,836 
Sales, net of gains(674)(1,481)(3,025)
Mortgage loans transferred from (to) held for investment — 30 
Balance at end of period$62 $44 $250 
Mortgage Servicing Rights
Effective with the IBKC merger, FHN made an election to recordrecords mortgage servicing rights at the lower of cost or market value and amortizeamortizes them over the remaining servicing life of the loans, with consideration given to prepayment assumptions.
Mortgage servicing rights are included in other assets on the Consolidated Balance Sheets. Mortgage servicing rights had the following carrying values as of the period indicated.periods indicated in the table below.
Table 8.8.28.7.2
MORTGAGE SERVICING RIGHTS
December 31, 2021
(Dollars in millions)(Dollars in millions)Gross
 Carrying
Amount
Accumulated
Amortization
Net Carrying Amount
(Dollars in millions)
(Dollars in millions)
Mortgage servicing rights
Mortgage servicing rights
Mortgage servicing rightsMortgage servicing rights$39 $(9)$30 
December 31, 2022
December 31, 2020
December 31, 2022
December 31, 2022
(Dollars in millions)
(Dollars in millions)
(Dollars in millions)(Dollars in millions)Gross
 Carrying
Amount
Accumulated
Amortization
Net Carrying Amount
Mortgage servicing rightsMortgage servicing rights$28 $(3)$25 
Mortgage servicing rights
Mortgage servicing rights
In addition, there was an insignificant amount of non-mortgage and commercial servicing rights as of December 31, 20212023 and 2020.2022. Total mortgage servicing fees included in mortgage banking and title income were $4 million and $2 million for each of the years ended December 31, 20212023, 2022, and 2020, respectively.











2021. Mortgage servicing rights with a net carrying amount of $21 million were sold during 2022, resulting in a gain of $12 million for the year ended December 31, 2022 which is included in mortgage banking and title income on the Consolidated Statements of Income.




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20212023 FORM 10-K ANNUAL REPORT

ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 9—8—DEPOSITS
Note 9—8—Deposits
The composition of deposits is presented in the following table:
Table 8.9.18.8.1
DEPOSITS
(Dollars in millions)(Dollars in millions)20212020(Dollars in millions)20232022
SavingsSavings$26,457 $27,324 
Time depositsTime deposits3,500 5,070 
Other interest-bearing depositsOther interest-bearing deposits17,055 15,415 
Total interest-bearing depositsTotal interest-bearing deposits47,012 47,809 
Noninterest-bearing depositsNoninterest-bearing deposits27,883 22,173 
Total depositsTotal deposits$74,895 $69,982 
Time deposits in denominations that exceed the FDIC insurance limit of $250,000 at December 31, 20212023 and 20202022 were $859$1.8 billion and $936 million, and $1.4 billion, respectively. Of those deposits, $515 million and $925 million were
uninsured as of December 31, 2021 and 2020, respectively.
Scheduled maturities of time deposits as of December 31, 20212023 were as follows:
Table 8.9.28.8.2
TIME DEPOSIT MATURITIES
(Dollars in millions)(Dollars in millions) (Dollars in millions) 
2022$3,006 
2023229 
20242024115 
2025202579 
2026202643 
2027 and after28 
2027
2028
2029 and after
TotalTotal$3,500 



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  154148
20212023 FORM 10-K ANNUAL REPORT

ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 10—9—SHORT-TERM BORROWINGS
Note 10—9—Short-Term Borrowings
A summary of short-term borrowings for the years 2021, 20202023, 2022 and 20192021 is presented in the following table:
Table 8.10.18.9.1
SHORT-TERM BORROWINGS
(Dollars in millions)(Dollars in millions)Trading LiabilitiesFederal Funds PurchasedSecurities Sold Under Agreements to RepurchaseOther Short-term Borrowings(Dollars in millions)Trading LiabilitiesFederal Funds PurchasedSecurities Sold Under Agreements to RepurchaseOther Short-term Borrowings
2021
2023
Average balance
Average balance
Average balanceAverage balance$540 $949 $1,235 $124 
Year-end balanceYear-end balance426 775 1,247 102 
Maximum month-end outstandingMaximum month-end outstanding685 1,037 1,615 146 
Average rate for the yearAverage rate for the year1.11 %0.12 %0.30 %0.09 %Average rate for the year4.16 %5.12 %3.66 %5.19 %
Average rate at year-endAverage rate at year-end1.62 %0.10 %0.11 %0.08 %Average rate at year-end4.48 %5.40 %3.98 %5.36 %
2020
2022
Average balance
Average balance
Average balanceAverage balance$457 $862 $1,109 $626 
Year-end balanceYear-end balance353 845 1,187 166 
Maximum month-end outstandingMaximum month-end outstanding983 1,487 1,661 4,061 
Average rate for the yearAverage rate for the year1.24 %0.34 %0.50 %0.84 %Average rate for the year2.56 %1.56 %0.77 %2.26 %
Average rate at year-endAverage rate at year-end0.77 %0.10 %0.26 %0.09 %Average rate at year-end3.67 %4.40 %2.19 %4.30 %
2019
2021
Average balance
Average balance
Average balanceAverage balance$503 $738 $701 $538 
Year-end balanceYear-end balance506 548 717 2,253 
Maximum month-end outstandingMaximum month-end outstanding754 1,282 772 2,276 
Average rate for the yearAverage rate for the year2.48 %2.08 %2.07 %2.10 %Average rate for the year1.11 %0.12 %0.30 %0.09 %
Average rate at year-endAverage rate at year-end2.07 %1.55 %1.72 %2.14 %Average rate at year-end1.62 %0.10 %0.11 %0.08 %
Federal funds purchased and securities sold under agreements to repurchase generally have maturities of less than 90 days. Trading liabilities, which represent short positions in securities, are generally held for less than 90 days. Other short-term borrowings have original
maturities of one year or less. On December 31, 2021,2023, there were no fixed income trading securities with a fair value of $33 million were pledged to secure other short-term borrowings.


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20212023 FORM 10-K ANNUAL REPORT

ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 11—10—TERM BORROWINGS
Note 11—10—Term Borrowings
Term borrowings include senior and subordinated borrowings with original maturities greater than one year. The following table presents information pertaining to term borrowings as of December 31, 20212023 and 2020:
2022:
Table 8.11.18.10.1
TERM BORROWINGS
(Dollars in millions)20212020
First Horizon Bank:
Subordinated notes (a)
Maturity date – May 1, 2030 - 5.75%$447 $447 
Other collateralized borrowings - Maturity date – December 22, 2037
0.50% on December 31, 2021 and 0.52% on December 31, 2020 (b)87 82 
Other collateralized borrowings - SBA loans (c)6 15 
First Horizon Corporation:
Senior notes
Maturity date – May 26, 2023 - 3.55%448 447 
Maturity date – May 26, 2025 - 4.00%349 348 
Junior subordinated debentures (d)
Maturity date - July 31, 2031 - 3.51% on December 31, 2020 
Maturity date - November 15, 2032 - 3.50% on December 31, 2020 
Maturity date - March 26, 2033 - 3.40% on December 31, 2020 
Maturity date - June 17, 2033 - 3.40% on December 31, 2020 
Maturity date - March 17, 2034 - 3.02% on December 31, 2020 
Maturity date - September 20, 2034 - 2.25% on December 31, 2020 
Maturity date - June 28, 2035 - 1.88% on December 31, 2021 and 1.90% on December 31, 20203 
Maturity date - December 15, 2035 - 1.57% on December 31, 2021 and 1.59% on December 31, 202018 18 
Maturity date - March 15, 2036 - 1.60% on December 31, 2021 and 1.62% on December 31, 20209 
Maturity date - March 15, 2036 - 1.74% on December 31, 2021 and 1.76% on December 31, 202012 12 
Maturity date - June 30, 2036 - 1.54% on December 31, 2021 and 1.56% on December 31, 202027 27 
Maturity date - July 7, 2036 - 1.67% on December 31, 2021 and 1.79% on December 31, 202018 18 
Maturity date - October 7, 2036 - 1.88% on December 31, 2020 
Maturity date - December 30, 2036 - 1.84% on December 31, 2020 10 
Maturity date - June 15, 2037 - 1.85% on December 31, 2021 and 1.87% on December 31, 202052 51 
Maturity date - September 6, 2037 - 1.61% on December 31, 2021 and 1.66% on December 31, 20209 
Maturity date - September 15, 2037 - 1.65% on December 31, 2020 
Maturity date - December 15, 2037 - 2.76% on December 31, 2020 10 
Maturity date - December 15, 2037 - 2.97% on December 31, 2020 10 
Maturity date - June 15, 2038 - 3.72% on December 31, 2020 
Notes payable - New market tax credit investments; 7 to 35 year term, 0.93% to 4.95% on December 31, 2021; 1.27% to 4.95% on December 31, 202059 45 
FT Real Estate Securities Company, Inc.:
Cumulative preferred stock (e)
Maturity date – March 31, 2031 – 9.50%46 46 
Total$1,590 $1,670 
(Dollars in millions)20232022
First Horizon Bank:
Subordinated notes (a)
Maturity date – May 1, 2030 - 5.75%$448 $448 
Other collateralized borrowings - Maturity date – December 22, 2037
5.95% on December 31, 2023 and 5.07% on December 31, 2022 (b)88 87 
Other collateralized borrowings - SBA loans (c)3 
First Horizon Corporation:
Senior notes
Maturity date – May 26, 2023 - 3.55% 450 
Maturity date – May 26, 2025 - 4.00%349 349 
Junior subordinated debentures (d)
Maturity date - June 28, 2035 - 7.33% on December 31, 2023 and 6.45% on December 31, 20223 
Maturity date - December 15, 2035 - 7.02% on December 31, 2023 and 6.14% on December 31, 202218 18 
Maturity date - March 15, 2036 - 7.05% on December 31, 2023 and 6.17% on December 31, 20229 
Maturity date - March 15, 2036 - 7.19% on December 31, 2023 and 6.31% on December 31, 202212 12 
Maturity date - June 30, 2036 - 6.91% on December 31, 2023 and 6.05% on December 31, 202228 27 
Maturity date - July 7, 2036 - 7.21% on December 31, 2023 and 5.63% on December 31, 202219 18 
Maturity date - June 15, 2037 - 7.30% on December 31, 2023 and 6.42% on December 31, 202252 52 
Maturity date - September 6, 2037 - 7.05% on December 31, 2023 and 6.16% on December 31, 20229 
Notes payable - New market tax credit investments; 7 to 35 year term, 0.93% to 4.95%65 66 
FT Real Estate Securities Company, Inc.:
Cumulative preferred stock (e)
Maturity date – March 31, 2031 – 9.50%47 46 
Total$1,150 $1,597 
(a)Qualifies for Tier 2 capital under the risk-based capital guidelines for First Horizon Bank as well as First Horizon Corporation up to certain limits for minority interest capital instruments.
(b)Secured by trust preferred loans.


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ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 11—TERM BORROWINGS
(c)Collateralized borrowings associated with SBA loan sales that did not meet sales criteria. The loans have remaining terms of 42 to 25 years. These borrowings had a weighted average interest rate of 4.10%4.81% and 3.90%5.13% on December 31, 20212023 and 2020,2022, respectively.
(d)Acquired in conjunction with the acquisitionsacquisition of CBF and merger with IBKC. The legacy IBKC junior subordinated debentures were early redeemed in 2021. CBF.A portion qualifies for Tier 2 capital under the risk-based capital guidelines.
(e)Qualifies for Tier 2 capital under the risk-based capital guidelines for both First Horizon Bank and First Horizon Corporation up to certain limits for minority interest capital instruments.


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2023 FORM 10-K ANNUAL REPORT

ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 10—TERM BORROWINGS
Annual principal repayment requirements as of December 31, 20212023 are as follows:
Table 8.11.28.10.2

ANNUAL PRINCIPAL REPAYMENT SCHEDULE
(Dollars in millions)(Dollars in millions) (Dollars in millions) 
2022$— 
2023450 
20242024
20252025350 
2026 and after807 
2026
2027
2028 and after
In conjunction with its acquisitions,acquisition of CBF, FHN obtained junior subordinated debentures, each of which is held by a wholly-owned trust that has issued trust preferred securities to external investors and loaned the funds to FHN as junior subordinated debt. The book value for each
issuance represents the purchase accounting fair value as of the closing date less accumulated amortization of the associated discount, as applicable. Through various contractual arrangements, FHN assumed a full and unconditional guarantee for each trust’s obligations with respect to the securities. While the maturity dates are typically 30 years from the original issuance date, FHN has the option to redeem each of the junior subordinated debentures at par on any future interest payment date, which would trigger redemption of the related trust preferred securities. During 2021, FHN redeemed $94 million of legacy IBKC junior subordinated debt underlying multiple issuances of trust preferred securities. The redemption resulted in a loss on debt extinguishment of $26 million. A portion of FHN's remaining junior subordinated notes qualifies as Tier 2 capital under the risk-based capital guidelines.



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ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 12—11—PREFERRED STOCK
Note 12—11—Preferred Stock
FHN Preferred Stock

The following table presents a summary of FHN's non-cumulative perpetual preferred stock:
Table 8.12.18.11.1
FHN PREFERRED STOCK
December 31,December 31,
(Dollars in millions)(Dollars in millions)20232022
Issuance DateIssuance DateEarliest Redemption Date (a)Annual Dividend RateDividend PaymentsShares OutstandingLiquidation AmountCarrying AmountCarrying Amount
December 31,
(Dollars in millions)20212020
Series B
Issuance DateEarliest Redemption Date (a)Annual Dividend RateDividend PaymentsShares OutstandingLiquidation AmountCarrying AmountCarrying Amount
Series B
Series A1/31/20134/10/20186.200 %Quarterly— $— $ $95 
Series BSeries B7/2/20208/1/20256.625 %(b)Semi-annually8,000 80 77 77 
Series CSeries C7/2/20205/1/20266.600 %(c)Quarterly5,750 58 59 59 
Series DSeries D7/2/20205/1/20246.100 %(d)Semi-annually10,000 100 94 94 
Series ESeries E5/28/202010/10/20256.500 %Quarterly1,500 150 145 145 
Series FSeries F5/3/20217/10/20264.700 %Quarterly1,500 150 145 — 
Series G
26,750
26,750 $538 $520 $470 
N/A - not applicable
(a) Denotes earliest optional redemption date. Earlier redemption is possible, at FHN's election, if certain regulatory capital events occur.
(b)    Fixed dividend rate will reset on August 1, 2025 to three-month LIBORCME Term SOFR plus 4.52361% (0.26161% plus 4.262%).
(c)    Fixed dividend rate will reset on May 1, 2026 to three-month LIBORCME Term SOFR plus 5.18161% (0.26161% plus 4.920%).
(d)    Fixed dividend rate will reset on May 1, 2024 to three-month LIBORCME Term SOFR plus 4.12061% (0.26161% plus 3.859%).

During 2021,On February 28, 2022, in connection with the execution of the TD Merger Agreement, FHN issued $150$494 million of 4.70% Series F Non-CumulativeG Perpetual Convertible Preferred Stock (the Series FG Convertible Preferred Stock). The Series FG Convertible Preferred Stock is redeemablewas convertible into up to 4.9% of the outstanding shares of FHN common stock in certain circumstances, including termination of the TD Merger Agreement. Because regulatory approval of the TD Transaction was not obtained, conversion occurred, effective June 26, 2023, at FHN's option,a fixed rate of 4,000 shares of common stock for each share of Series G Convertible Preferred Stock, resulting in whole or in part, on or after July 10, 2026. Earlier redemption is possible, at FHN's election, if certain regulatory capital events occur. 19,742,776 additional common shares outstanding.
The $145$494 million carrying value of the Series FG Convertible Preferred Stock currently qualifiesqualified as Tier 1 Capital.
During 2021, FHN redeemed all outstanding sharesCapital as of Series A Preferred Stock. The difference between the $100 million liquidation preference and the carrying value of the Series A Preferred Stock resulted in a $5 million deemed dividend that was included in EPS for the year ended December 31, 2021.2022 and qualified as Common Equity Tier 1 Capital upon conversion to common stock on June 26, 2023.
Subsidiary Preferred Stock
First Horizon Bank has issued 300,000 shares of Class A Non-Cumulative Perpetual Preferred Stock (Class A Preferred Stock) with a liquidation preference of $1,000 per share. Dividends on the Class A Preferred Stock, if declared, accrue and are payable each quarter, in arrears, at a floating rate equal to the greater of the three month LIBORthree-month CME Term SOFR plus 1.11161% (0.26161% plus 0.85%) or 3.75% per annum. These securities qualify fully as Tier 1 capital for both First Horizon Bank and FHN. On December 31, 20212023 and 2020,2022, $295 million of Class A Preferred Stock
was recognized as noncontrolling interest on the Consolidated Balance Sheets.
FT Real Estate Securities Company, Inc. (FTRESC), an indirect subsidiary of FHN, has issued 50 shares of 9.50%
Cumulative Preferred Stock, Class B (Class B Preferred Shares), with a liquidation preference of $1 million per share; of those shares, 47 were issued to nonaffiliates. FTRESC is a real estate investment trust established for the purpose of acquiring, holding, and managing real estate mortgage assets. Dividends on the Class B Preferred Shares are cumulative and are payable semi-annually. At December 31, 2021,2023, the Class B Preferred Shares partially qualified as Tier 2 regulatory capital. For all periods presented, these securities are presented in the Consolidated Balance Sheets as Termterm borrowings.
The Class B Preferred Shares are mandatorily redeemable on March 31, 2031, and redeemable at the discretion of FTRESC in the event that the Class B Preferred Shares cannot be accounted for as Tier 2 regulatory capital or there is more than an insubstantial risk that dividends paid with respect to the Class B Preferred Shares will not be fully deductible for tax purposes.
LIBOR Change to SOFR
On March 5, 2021, the U.K.'s Financial Conduct Authority announced that all tenors of LIBOR would cease publication or no longer be representative after June 30, 2023. On March 15, 2022, the Adjustable Interest Rate (LIBOR) Act was enacted in the U.S. The LIBOR Act provides that LIBOR will transition to a replacement


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ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 13—11—PREFERRED STOCK
benchmark based on the Secured Overnight Financing Rate (SOFR), plus a spread adjustment, in such covered contracts. Subsequently, the FRB adopted Regulation ZZ that identified CME Term SOFR, a forward term rate based on SOFR administered by CME Group Benchmark Administration, Ltd., plus a spread adjustment, as the replacement rate for securities for any interest rate calculations after June 30, 2023.

On April 25, 2023, FHN announced that each reference to LIBOR in each applicable securities contract (which term includes preferred stock and related depositary shares) will transition to CME Term SOFR, plus a tenor-based spread adjustment, on the first business day after June 30, 2023 pursuant to the LIBOR Act and the implementing regulations. The information presented in this Note reflects that transition.


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2023 FORM 10-K ANNUAL REPORT

ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 12—REGULATORY CAPITAL & RESTRICTIONS
Note 13—12—Regulatory Capital and Restrictions
Regulatory Capital
FHN is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on FHN’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, FHN must meet specific capital guidelines that involve quantitative measures of assets, liabilities, and certain off-balance sheet items calculated pursuant to regulatory directives. Capital amounts and classification are also subject to qualitative judgment by the regulators such as capital components, asset risk weightings, and other factors.
Management believes that, as of December 31, 2021,2023, FHN and First Horizon Bank met all capital adequacy requirements to which they were subject. As of December 31, 2021,2023, First Horizon Bank was classified as
well-capitalized under the regulatory framework for prompt corrective action. To be categorized as well-capitalized, an institution must maintain minimum Total Risk-Based, Tier 1 Risk-Based, Common Equity Tier 1 and Tier 1 Leverage ratios as set forth in the following table. Management believes that no events or changes have occurred subsequent to year-end that would change this designation.
Quantitative measures established by regulation to ensure capital adequacy require FHN to maintain minimum ratios as set forth in the following table. FHN and First Horizon Bank are also subject to a 2.5% capital conservation buffer which is an amount above the minimum levels designed to ensure that banks remain well-capitalized, even in adverse economic scenarios.
The actual capital amounts and ratios of FHN and First Horizon Bank are presented in the following table.
Table 8.12.1
CAPITAL AMOUNTS & RATIOS
(Dollars in millions)First Horizon CorporationFirst Horizon Bank
AmountRatioAmountRatio
December 31, 2023
Actual:
Total Capital$9,92213.96%$9,30313.17%
Tier 1 Capital8,82512.428,35011.82
Common Equity Tier 18,10411.408,05511.40
Leverage8,82510.698,35010.20
Minimum Requirement for Capital Adequacy Purposes:
Total Capital5,6868.005,6518.00
Tier 1 Capital4,2646.004,2386.00
Common Equity Tier 13,1984.503,1794.50
Leverage3,3024.003,2764.00
Minimum Requirement to be Well Capitalized Under Prompt Corrective Action Provisions:
Total Capital7,06410.00
Tier 1 Capital5,6518.00
Common Equity Tier 14,5916.50
Leverage4,0955.00
December 31, 2022    
Actual:    
Total Capital$9,22213.33%$8,53212.41%
Tier 1 Capital8,24711.927,70011.20
Common Equity Tier 17,03210.177,40510.77
Leverage8,24710.367,7009.76


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ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 13—12—REGULATORY CAPITAL & RESTRICTIONS
Table 8.13.1
CAPITAL AMOUNTS & RATIOS
(Dollars in millions)First Horizon CorporationFirst Horizon Bank
AmountRatioAmountRatio
On December 31, 2021    
Actual:    
Total Capital$7,918 12.34 %$7,893 12.41 %
Tier 1 Capital7,088 11.04 7,133 11.22 
Common Equity Tier 16,367 9.92 6,838 10.75 
Leverage7,088 8.08 7,133 8.20 
Minimum Requirement for Capital Adequacy Purposes:Minimum Requirement for Capital Adequacy Purposes:    
Total Capital
Total Capital
Total CapitalTotal Capital5,135 8.00 5,088 8.00 5,5338.005,4988.00
Tier 1 CapitalTier 1 Capital3,851 6.00 3,816 6.00 Tier 1 Capital4,1506.004,1246.00
Common Equity Tier 1Common Equity Tier 12,888 4.50 2,862 4.50 Common Equity Tier 13,1124.503,0934.50
LeverageLeverage3,507 4.00 3,478 4.00 Leverage3,1834.003,1574.00
Minimum Requirement to be Well Capitalized Under Prompt Corrective Action Provisions:Minimum Requirement to be Well Capitalized Under Prompt Corrective Action Provisions:    
Minimum Requirement to be Well Capitalized Under Prompt Corrective Action Provisions:
Minimum Requirement to be Well Capitalized Under Prompt Corrective Action Provisions:
Total Capital
Total Capital
Total CapitalTotal Capital  6,360 10.00 6,87310.00
Tier 1 CapitalTier 1 Capital  5,088 8.00 Tier 1 Capital5,4988.00
Common Equity Tier 1Common Equity Tier 1  4,134 6.50 Common Equity Tier 14,4676.50
LeverageLeverage  4,348 5.00  Leverage3,9465.00
On December 31, 2020    
Actual:    
Total Capital$7,935 12.57 %$7,827 12.52 
Tier 1 Capital6,782 10.74 6,832 10.93 
Common Equity Tier 16,110 9.68 6,537 10.46 
Leverage6,782 8.24 6,832 8.36 
Minimum Requirement for Capital Adequacy Purposes:    
Total Capital5,051 8.00 5,001 8.00 
Tier 1 Capital3,788 6.00 3,751 6.00 
Common Equity Tier 12,841 4.50 2,813 4.50 
Leverage3,294 4.00 3,268 4.00 
Minimum Requirement to be Well Capitalized Under Prompt Corrective Action Provisions:    
Total Capital  6,251 10.00 
Tier 1 Capital  5,001 8.00 
Common Equity Tier 1  4,063 6.50 
Leverage  4,085 5.00 
Restrictions on cash and due from banks
UnderEffective March 26, 2020, the Federal Reserve Act and Regulation D, First Horizon Bank is required to maintain a certain amount of cash reserves. However, as a result of the COVID-19 pandemic, the Fed announced it has reduced its reserve requirement to zero, and as a result, on December 31, 20212023 and 2020,2022, First Horizon Bank was not required to maintain cash reserves after the consideration of $464 million and $397 million in average vault cash respectively.reserves.
Restrictions on dividends
Cash dividends are paid by FHN from its assets, which are mainly provided by dividends from its subsidiaries. Certain regulatory restrictions exist regarding the ability of First Horizon Bank to transfer funds to FHN in the form of cash, dividends, loans, or advances. As of December 31, 2021,2023, First Horizon Bank had undivided profits of $2.2$3.3 billion, of which a limited amount was available for distribution to FHN as dividends without prior regulatory approval. At any given time, the pertinent portions of those regulatory


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2021 FORM 10-K ANNUAL REPORT

ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 13—REGULATORY CAPITAL & RESTRICTIONS
restrictions allow First Horizon Bank to declare preferred or common dividends without prior regulatory approval in an amount equal to First Horizon Bank's retained net income for the two most recent completed years plus the current year-to-date period. For any period, First Horizon Bank’s "retained net income" generally is equal to First Horizon Bank’s regulatory net income reduced by the preferred and common dividends declared by First Horizon Bank. Applying the dividend restrictions imposed under applicable federal and state rules, First Horizon Bank’s total amount available for dividends was $1.1$1.2 billion at January 1, 2022.2024. First Horizon Bank declared and paid common dividends to the parent company in the amount of $770$220 million in 20212023 and $180$435 million in 2020.2022. During 20212023 and 2020,2022, First Horizon Bank declared and paid dividends on its preferred stock according to the payment terms of its issuances as noted in Note 1211 - Preferred Stock.
The payment of cash dividends by FHN and First Horizon Bank may also be affected or limited by other factors, such as the requirement to maintain adequate capital above regulatory guidelines. Furthermore, the Federal Reserve generally requires insured banks and bank holding companies to pay dividends only out of current operating earnings.
Restrictions on intercompany transactions
Under current Federal banking laws, First Horizon Bank may not enter into covered transactions with any affiliate
including the parent company and certain financial subsidiaries in excess of 10% of the bank’s capital stock and surplus, as defined, or $812$951 million, on December 31, 2021.2023. Covered transactions include a loan or extension of credit to an affiliate, a purchase of or an investment in securities issued by an affiliate, and the acceptance of securities issued by the affiliate as collateral for any loan or extension of credit. The equity investment, including retained earnings, in certain of a bank’s financial subsidiaries is also treated as a covered transaction. On December 31, 2021,2023, the parent company had covered transactions of less than $1 million in covered transactions from First Horizon Bank and 840 Denning LLC, a parent company subsidiary, had a covered transaction of $2 million. NaNTwo of the bank’s financial subsidiaries, FHN Financial Securities Corp. and First Horizon Advisors, Inc., had covered transactions from First Horizon Bank totaling $400$387 million and $51$50 million, respectively. In addition, the aggregate amount of covered transactions with all affiliates, as defined, is limited to 20% of the bank’s capital stock and surplus, as defined, or $1.6$1.9 billion, on December 31, 2021.2023. First Horizon Bank’s total covered transactions with all affiliates including the parent company on December 31, 20212023 were $453$438 million.



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20212023 FORM 10-K ANNUAL REPORT

ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 14—13—COMPONENTS OF OTHER COMPREHENSIVE INCOME (LOSS)
Note 14—13—Components of Other Comprehensive Income (Loss)
The following table provides the changes in accumulated other comprehensive income (loss) by component, net of tax, for the years ended December 31, 2021, 2020,2023, 2022, and 2019:2021:
Table 8.14.18.13.1
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
(Dollars in millions)(Dollars in millions)Securities AFSCash Flow
Hedges
Pension and
Post-retirement
Plans
Total(Dollars in millions)Securities AFSCash Flow
Hedges
Pension and
Post-retirement
Plans
Total
Balance as of December 31, 2018$(76)$(12)$(288)$(376)
Net unrealized gains (losses)107 11 126 
Amounts reclassified from AOCI— 11 
Other comprehensive income (loss)107 15 15 137 
Balance as of December 31, 201931 (273)(239)
Net unrealized gains (losses)74 15 92 
Amounts reclassified from AOCI(6)10 
Other comprehensive income (loss)77 13 99 
Balance as of December 31, 2020
Balance as of December 31, 2020
Balance as of December 31, 2020Balance as of December 31, 2020108 12 (260)(140)
Net unrealized gains (losses)Net unrealized gains (losses)(144)(3)(2)(149)
Amounts reclassified from AOCIAmounts reclassified from AOCI— (7)
Other comprehensive income (loss)Other comprehensive income (loss)(144)(10)(148)
Balance as of December 31, 2021Balance as of December 31, 2021$(36)$2 $(254)$(288)
Net unrealized gains (losses)
Amounts reclassified from AOCI
Other comprehensive income (loss)
Balance as of December 31, 2022
Net unrealized gains (losses)
Amounts reclassified from AOCI
Other comprehensive income (loss)
Balance as of December 31, 2023
Reclassifications from AOCI, and related tax effects, were as follows:
Table 8.14.28.13.2
RECLASSIFICATIONS FROM AOCI
(Dollars in millions)(Dollars in millions) (Dollars in millions) 
Details about AOCIDetails about AOCI202120202019Affected line item in the statement where net income is presentedDetails about AOCI202320222021Affected line item in the statement where net income is presented
Securities AFS:
Realized (gains) losses on securities AFS$ $$— Securities gains (losses), net
Tax expense (benefit) (1)— Income tax expense
Cash flow hedges:
Cash flow hedges:
 — 
Cash flow hedges:Cash flow hedges:
Realized (gains) losses on cash flow hedgesRealized (gains) losses on cash flow hedges(9)(8)Interest and fees on loans and leases
Realized (gains) losses on cash flow hedges
Realized (gains) losses on cash flow hedges$69 $20 $(9)Interest and fees on loans and leases
Tax expense (benefit)Tax expense (benefit)2 (1)Income tax expenseTax expense (benefit)(17)(5)(5)Income tax expenseIncome tax expense
(7)(6)
$
Pension and Postretirement Plans:
Pension and Postretirement Plans:
Pension and Postretirement Plans:Pension and Postretirement Plans:
Amortization of prior service cost and net actuarial (gain) lossAmortization of prior service cost and net actuarial (gain) loss10 13 10 Other expense
Amortization of prior service cost and net actuarial (gain) loss
Amortization of prior service cost and net actuarial (gain) loss$9 $10 $10 Other expense
Tax expense (benefit)Tax expense (benefit)(2)(3)(3)Income tax expenseTax expense (benefit)(2)(2)(2)(2)(2)Income tax expenseIncome tax expense
8 10 
7
Total reclassification from AOCI
Total reclassification from AOCI
Total reclassification from AOCITotal reclassification from AOCI$1 $$11 


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ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 15—14—INCOME TAXES
Note 15—14—Income Taxes
The aggregate amount of income taxes included in the Consolidated Statements of Income and the Consolidated Statements of Changes in Equity for the years ended December 31, were as follows:
Table 8.15.18.14.1
INCOME TAX EXPENSE
(Dollars in millions)(Dollars in millions)202120202019(Dollars in millions)202320222021
Consolidated Statements of Income:Consolidated Statements of Income:   Consolidated Statements of Income:  
Income tax expenseIncome tax expense$274 $76 $134 
Consolidated Statements of Changes in Equity:Consolidated Statements of Changes in Equity:   Consolidated Statements of Changes in Equity:  
Income tax expense (benefit) related to:Income tax expense (benefit) related to:   Income tax expense (benefit) related to:  
Net unrealized gains on pension and other postretirement plans2 
Net unrealized gains (losses) on pension and other postretirement plans
Net unrealized gains (losses) on securities available for saleNet unrealized gains (losses) on securities available for sale(46)25 35 
Net unrealized gains (losses) on cash flow hedgesNet unrealized gains (losses) on cash flow hedges(3)
TotalTotal$227 $107 $179 
Total
Total
The components of income tax expense (benefit) for the years ended December 31, were as follows:
Table 8.15.28.14.2
INCOME TAX EXPENSE COMPONENTS
(Dollars in millions)(Dollars in millions)202120202019(Dollars in millions)202320222021
Current:Current:   Current:  
FederalFederal$235 $80 $106 
StateState39 14 14 
Deferred:Deferred:  
Deferred:
Deferred:  
FederalFederal(1)(15)
StateState1 (3)
TotalTotal$274 $76 $134 
Total
Total

A reconciliation of expected income tax expense (benefit) at the federal statutory rate of 21% for 2021, 2020, and 2019, respectively to the total income tax expense follows:


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ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 15—14—INCOME TAXES
A reconciliation of expected income tax expense (benefit) at the federal statutory rate of 21% for 2023, 2022, and 2021, respectively, to the total income tax expense follows:
Table 8.15.38.14.3
RECONCILIATION FROM STATUTORY RATES
(Dollars in millions)(Dollars in millions)202120202019(Dollars in millions)202320222021
Federal income tax rateFederal income tax rate21 %21 %21 %Federal income tax rate21 %21 %21 %
Tax computed at statutory rateTax computed at statutory rate$270 $196 $123 
Increase (decrease) resulting from:Increase (decrease) resulting from:   Increase (decrease) resulting from:  
State income taxes, net of federal income tax benefitState income taxes, net of federal income tax benefit32 15 
Bank-owned life insuranceBank-owned life insurance(7)(6)(5)
401(k) – employee stock ownership plan(1)(1)(1)
Tax-exempt interestTax-exempt interest(10)(8)(6)
Tax-exempt interest
Tax-exempt interest
FDIC premium
Non-deductible expensesNon-deductible expenses8 13 11 
LIHTC credits and benefits, net of amortizationLIHTC credits and benefits, net of amortization(14)(9)(4)
Other tax creditsOther tax credits(4)(5)— 
Other changes in unrecognized tax benefitsOther changes in unrecognized tax benefits4 (9)
Purchase accounting gain (112)— 
Other changes in unrecognized tax benefits
Other changes in unrecognized tax benefits
Termination of BOLI policies
Other
Other
OtherOther(4)(3)
TotalTotal$274 $76 $134 
As of December 31, 2021,2023, FHN had net deferred tax asset balances related to federal and state income tax carryforwards of $38$32 million and $2$3 million, respectively, which will expire at various dates as follows:
Table 8.15.48.14.4
TAX CARRYFORWARD DTA EXPIRATION DATES
(Dollars in millions)Expiration DatesNet Deferred Tax
Asset Balance
Losses - federal20262028 - 2035$3832 
Net operating losses - states20272024 - 20402033
Net operating losses - states2034 - 2041
We believe it is more likely than not that the benefit from certain state NOL carryforwards will not be realized. In recognition of this risk, we have provided an immaterial valuation allowance on the DTAs related to these state NOL carryforwards. If our assumptions change and we determine that we will be able to realize these NOLs, the tax benefits related to any reversal of the valuation allowance on DTAs will be recognized as a reduction of income tax expense.
A DTA or DTL is recognized for the tax consequences of temporary differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. The tax consequence is calculated by applying enacted statutory tax rates, applicable to future years, to these temporary differences. In order to support the recognition of the DTA, FHN’s management must believe that the realization of the DTA is more likely than not. FHN evaluates the likelihood of realization of the DTA based on both positive and negative evidence available at the time, including (as appropriate) scheduled reversals of DTLs, projected future taxable income, tax planning strategies,
and recent financial performance. Realization is dependent on generating sufficient taxable income prior to the expiration of the carryforwards attributable to the DTA. In projecting future taxable income, FHN incorporates assumptions including the estimated amount of future state and federal pretaxpre-tax operating income, the reversal of temporary differences, and the
implementation of feasible and prudent tax planning strategies. These assumptions require significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates used to manage the underlying business.
As of December 31, 2021,2023, FHN's net DTA was $52$215 million compared to less than $1$313 million at December 31, 2020.2022. At December 31, 2021,2023, FHN's gross DTA (net of a valuation allowance) and gross DTL were $448$737 million and $396$522 million, respectively. Although realization is not assured, FHN believes that it meets the more-likely-than-not requirement with respect to the net DTA after valuation allowance.
Temporary differences which gave rise to deferred tax assets and deferred tax liabilities on December 31, 2021 and 2020 were as follows:


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ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 15—14—INCOME TAXES
Temporary differences which gave rise to deferred tax assets and deferred tax liabilities on December 31, 2023 and 2022 were as follows:
Table 8.15.58.14.5
COMPONENTS OF DTAs & DTLs
(Dollars in millions)(Dollars in millions)20212020(Dollars in millions)20232022
Deferred tax assets:Deferred tax assets:  Deferred tax assets:  
Loss reserves$161 $205 
Loan valuations and loss reserves
Employee benefitsEmployee benefits83 86 
Accrued expenses
Accrued expenses
Accrued expensesAccrued expenses16 
Depreciation and amortizationDepreciation and amortization13 — 
Lease liabilityLease liability94 100 
Lease liability
Lease liability
Federal loss carryforwardsFederal loss carryforwards38 44 
State loss carryforwardsState loss carryforwards2 
Investment in debt securities (ASC 320) (a)12 — 
Securities available for sale and financial instruments (a)
OtherOther29 20 
Gross deferred tax assetsGross deferred tax assets448 471 
Deferred tax liabilities:Deferred tax liabilities:  
Depreciation and amortization$ $83 
Investment in debt securities (ASC 320) (a) 35 
Deferred tax liabilities:
Deferred tax liabilities:  
Equity investments
Equity investments
Equity investmentsEquity investments4 11 
Other intangible assetsOther intangible assets86 93 
Prepaid expensesPrepaid expenses18 15 
ROU lease asset
ROU lease asset
ROU lease assetROU lease asset85 89 
LeasingLeasing198 135 
OtherOther5 10 
Gross deferred tax liabilitiesGross deferred tax liabilities396 471 
Net deferred tax assetsNet deferred tax assets$52 $— 
(a)    Tax effects of unrealized gains and losses are tracked on a security-by-security basis.

The totalTotal unrecognized tax benefits at December 31, 20212023 and 2020, was $922022 were $15 million and $70$89 million, respectively. To the extent such unrecognized tax benefits as of December 31, 20212023 are subsequently recognized, $42$15 million of tax benefits could impact tax expense and FHN’s effective tax rate in future periods.
During 2023, FHN is currently under auditsettled audits which allowed it to reduce unrecognized benefits by $76 million, this resulted in several jurisdictions. a reduction of tax expense by $32 million. A reduction of accrued interest related to unrecognized benefits resulted in a reduction of tax expense of $14 million.
It is reasonably possible that the unrecognized tax benefits related to federal and state exposures could decrease by $58
$1 million during 2022 if audits are completed and settled and2024 if the applicable statutes of limitations expire as scheduled.
FHN recognizes interest accrued and penalties related to unrecognized tax benefits within income tax expense. FHN had approximately $14$3 million and $11$17 million accrued for the payment of interest as of December 31, 20212023 and 2020,2022, respectively. The total amount of interest and penalties recognized in the Consolidated Statements of Income during 20212023 and 2020 was2022 were a benefit of $14 million and an expense of $3 million and $8 million, respectively.
The rollforward of unrecognized tax benefits is shown in the following table:


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ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 14—INCOME TAXES
Table 8.14.6
ROLLFORWARD OF UNRECOGNIZED TAX BENEFITS
(Dollars in millions)
Balance at December 31, 2021$92 
Increases related to prior year tax positions
Increases related to current year tax positions
Decreases related to prior year tax positions(7)
Balance at December 31, 2022$89 
Increases related to prior year tax positions1
Increases related to current year tax positions2
Settlements(76)
Lapse of statutes(1)
Balance at December 31, 2023$15


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2023 FORM 10-K ANNUAL REPORT

ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 15—INCOME TAXES
Table 8.15.6
ROLLFORWARD OF UNRECOGNIZED TAX BENEFITS
(Dollars in millions)
Balance at December 31, 2019$24 
Increases related to prior year tax positions56 
Increases related to current year tax positions
Settlements(10)
Lapse of statutes(1)
Balance at December 31, 2020$70 
Increases related to prior year tax positions24
Increases related to current year tax positions1
Lapse of statutes(3)
Balance at December 31, 2021$92


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2021 FORM 10-K ANNUAL REPORT

ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 16—EARNINGS PER SHARE
Note 16—15—Earnings Per Share
The following table provides reconciliationscomputations of net income to net income available tobasic and diluted earnings per common shareholders and the difference between average basic common shares outstanding and average diluted common shares outstanding:share were as follows:
Table 8.16.18.15.1
NET INCOME & COMMONEARNINGS PER SHARE RECONCILIATIONSCOMPUTATIONS
(Dollars in millions, except per share data; shares in thousands)(Dollars in millions, except per share data; shares in thousands)202120202019(Dollars in millions, except per share data; shares in thousands)202320222021
Net incomeNet income$1,010 $857 $452 
Net income attributable to noncontrolling interestNet income attributable to noncontrolling interest11 12 11 
Net income attributable to controlling interestNet income attributable to controlling interest999 845 441 
Preferred stock dividendsPreferred stock dividends37 23 
Net income available to common shareholdersNet income available to common shareholders$962 $822 $435 
Weighted average common shares outstanding—basicWeighted average common shares outstanding—basic546,354 432,125 313,637 
Effect of dilutive securities4,887 1,592 2,020 
Weighted average common shares outstanding—basic
Weighted average common shares outstanding—basic
Effect of dilutive restricted stock, performance equity awards and options
Effect of dilutive convertible preferred stock (a)
Weighted average common shares outstanding—dilutedWeighted average common shares outstanding—diluted551,241 433,717 315,657 
Basic earnings per common shareBasic earnings per common share$1.76 $1.90 $1.39 
Basic earnings per common share
Basic earnings per common share
Diluted earnings per common shareDiluted earnings per common share$1.74 $1.89 $1.38 
(a) On February 28, 2022, FHN issued $494 million of Series G Convertible Preferred Stock, which was converted into common stock on June 26, 2023, following the termination of the TD Merger Agreement. Conversion occurred at the rate of 4,000 common shares per Series G preferred share resulting in 19,742,776 additional common shares outstanding. 2023 includes the impact of the Series G based on the final conversion rate and 2022 includes the impact based on the original maximum conversion rate. For more information on the convertible features, including the conversion rate, see Note 11 - Preferred Stock.
(a) On February 28, 2022, FHN issued $494 million of Series G Convertible Preferred Stock, which was converted into common stock on June 26, 2023, following the termination of the TD Merger Agreement. Conversion occurred at the rate of 4,000 common shares per Series G preferred share resulting in 19,742,776 additional common shares outstanding. 2023 includes the impact of the Series G based on the final conversion rate and 2022 includes the impact based on the original maximum conversion rate. For more information on the convertible features, including the conversion rate, see Note 11 - Preferred Stock.
(a) On February 28, 2022, FHN issued $494 million of Series G Convertible Preferred Stock, which was converted into common stock on June 26, 2023, following the termination of the TD Merger Agreement. Conversion occurred at the rate of 4,000 common shares per Series G preferred share resulting in 19,742,776 additional common shares outstanding. 2023 includes the impact of the Series G based on the final conversion rate and 2022 includes the impact based on the original maximum conversion rate. For more information on the convertible features, including the conversion rate, see Note 11 - Preferred Stock.
The following table presents outstanding options and other equity awards that were excluded from the calculation of diluted earnings per share because they were either anti-dilutive (the exercise price was higher
than the weighted-average market price for the period) or the performance conditions have not been met:
Table 8.16.28.15.2
ANTI-DILUTIVE EQUITY AWARDS
(Shares in thousands)(Shares in thousands)202120202019(Shares in thousands)202320222021
Stock options excluded from the calculation of diluted EPSStock options excluded from the calculation of diluted EPS1,366 4,595 2,359 
Weighted average exercise price of stock options excluded from the calculation of diluted EPSWeighted average exercise price of stock options excluded from the calculation of diluted EPS$20.44 $17.47 $21.12 
Other equity awards excluded from the calculation of diluted EPSOther equity awards excluded from the calculation of diluted EPS1,531 3,639 2,224 


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20212023 FORM 10-K ANNUAL REPORT

ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 17—16—CONTINGENCIES & OTHER DISCLOSURES
Note 17—16—Contingencies and Other Disclosures
Contingencies
Contingent Liabilities Overview
Contingent liabilities arise in the ordinary course of business. Often they are related to lawsuits, arbitration, mediation, and other forms of litigation. Various litigation matters currently are threatened or pending against FHN and its subsidiaries. Also, FHN at times receives requests for information, subpoenas, or other inquiries from federal, state, and local regulators, from other government authorities, and from other parties concerning various matters relating to FHN’s current or former businesses. Certain matters of that sort are pending at most times, and FHN generally cooperates when those matters arise. Pending and threatened litigation matters sometimes are settled by the parties, and sometimes pending matters are resolved in court or before an arbitrator, or are withdrawn. Regardless of the manner of resolution, frequently the most significant changes in status of a matter occur over a short time period, often following a lengthy period of little substantive activity. In view of the inherent difficulty of predicting the outcome of these matters, particularly where the claimants seek very large or indeterminate damages, or where the cases present novel legal theories or involve a large number of parties, or where claims or other actions may be possible but have not been brought, FHN cannot reasonably determine what the eventual outcome of the matters will be, what the timing of the ultimate resolution of these matters may be, or what the eventual loss or impact related to each matter may be. FHN establishes a loss contingency liability for a litigation matter when loss is both probable and reasonably estimable as prescribed by applicable financial accounting guidance. If loss for a matter is probable and a range of possible loss outcomes is the best estimate available, accounting guidance requires a liability to be established at the low end of the range.
Based on current knowledge, and after consultation with counsel, management is of the opinion that loss contingencies related to threatened or pending litigation matters should not have a material adverse effect on the consolidated financial condition of FHN, but may be material to FHN’s operating results for any particular reporting period depending, in part, on the results from that period.
Material Loss Contingency Matters
Summary
As used in this Note, except for matters that are reported as having been substantially settled or otherwise substantially resolved, FHN's “material loss contingency matters” generally fall into at least one of the following categories: (i) FHN has determined material loss to be probable and has established a material loss liability in accordance with applicable financial accounting guidance;
(ii) FHN has determined material loss to be probable but is not reasonably able to estimate an amount or range of material loss liability; or (iii) FHN has determined that material loss is not probable but is reasonably possible, and the amount or range of that reasonably possible material loss is estimable. As defined in applicable accounting guidance, loss is reasonably possible if there is more than a remote chance of a material loss outcome for FHN. FHN provides contingencies note disclosures for certain pending or threatened litigation matters each quarter, including all matters mentioned in categories (i) or (ii) and, occasionally, certain matters mentioned in category (iii). In addition, in this Note, certain other matters, or groups of matters, are discussed relating to FHN’s pre-2009 mortgage origination and servicing businesses. In all litigation matters discussed in this Note, unless settled or otherwise resolved, FHN believes it has meritorious defenses and intends to pursue those defenses vigorously.
FHN reassesses the liability for litigation matters each quarter as the matters progress. At December 31, 2021,2023, the aggregate amount of liabilities established for all such loss contingency matters was $2 million. These liabilities are separate from those discussed under the heading Mortgage Loan Repurchase and Foreclosure Liability below.
In each material loss contingency matter, except as otherwise noted, there is more than a remote chance that any of the following outcomes will occur: the plaintiff will substantially prevail; the defense will substantially prevail; the plaintiff will prevail in part; or the matter will be settled by the parties. At December 31, 2021,2023, FHN estimates that for all material loss contingency matters, estimable reasonably possible losses in future periods in excess of currently established liabilities could aggregate in a range from zero to less than $1 million.
As a result of the general uncertainties discussed above and the specific uncertainties discussed for each matter mentioned below, it is possible that the ultimate future loss experienced by FHN for any particular matter may materially exceed the amount, if any, of currently established liability for that matter.
Material MattersMortgage Loan Repurchase and Foreclosure Liability
At December 31, 2021, no pending or known threatened matters were material loss contingency matters, as described above.
Exposures from pre-2009 Mortgage Business
FHN is contending with indemnification claimsFHN’s repurchase and foreclosure liability, primarily related to "other whole loans sold," which wereits pre-2009 mortgage loans originated by FHN before 2009origination, sale, securitization and sold outsideservicing businesses, is comprised of aaccruals to cover estimated loss content in the active pipeline, estimated future inflows, and estimated loss content related to certain known claims not currently included in the active pipeline. The active pipeline consists of mortgage loan repurchase and make-whole demands from loan purchasers or securitization organized by FHN. These claims generally assert that FHN-originated loans contributed to losses inparticipants, foreclosure/servicing demands from borrowers, and


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20212023 FORM 10-K ANNUAL REPORT

ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 17—16—CONTINGENCIES & OTHER DISCLOSURES
connection with mortgage loans securitized by the buyer of the loans. The claims generally do not include specific deficiencies for specific loans sold by FHN. Instead, the claims generally assert that FHN is liable for a share of the claimant's loss estimated by assessing the totality of the other whole loans sold by FHN to claimant in relation to the totality of the larger number of loans securitized by claimant. FHN is unable to estimate an RPL range for these matters due to significant uncertainties regarding: the number of, and the facts underlying, the loan originations which claimants assert are indemnifiable; the applicability of FHN’s contractual indemnity covenants to those facts and originations; and, in those cases where an indemnity claim may be supported, whether any legal defenses, counterclaims, other counter-positions, or third-party claims might eliminate or reduce claims against FHN or their impact on FHN.
FHN also has indemnification claimscertain related to servicing obligations. The most significant is from Nationstar Mortgage LLC, currently doing business as “Mr. Cooper.” Nationstar was the purchaser of FHN’s mortgage servicing obligations and assets in 2013 and 2014 and, was FHN’s subservicer. Nationstar asserts several categories of indemnity obligations in connection with mortgage loans under the subservicing arrangement and under the purchase transaction. This matter currently is not in litigation, but litigation in the future is possible. FHN is unable to estimate an RPL range for this matter due to significant uncertainties regarding: the exact nature of each of Nationstar’s claims and its position in respect of each; the number of, and the facts underlying, the claimed instances of indemnifiable events; the applicability of FHN’s contractual indemnity covenants to those facts and events; and, in those cases where the facts and events might support an indemnity claim, whether any legal defenses, counterclaims, other counter-positions, or third-party claims might eliminate or reduce claims against FHN or their impact on FHN.
FHN has additional potential exposures related to its pre-2009 mortgage businesses. A few of those matters have become litigation which FHN currently estimates are immaterial, some are non-litigation claims or threats, some are mere subpoenas or other requests for information, and in some areas FHN has no indication of any active or threatened dispute. Some of those matters might eventually result in settlements, and some might eventually result in adverse litigation outcomes, but none are included in the material loss contingency liabilities mentioned above or in the RPL range mentioned above.
Mortgage Loan Repurchase and Foreclosure Liability
FHN’s repurchase and foreclosure liability, primarily related to its pre-2009 mortgage businesses, is comprised of accruals to cover estimated loss content in the active pipeline (consisting of mortgage loan repurchase, make-whole, foreclosure/servicing demands and certain related
exposures), estimated future inflows, and estimated loss content related to certain known claims not currently included in the active pipeline.exposures. FHN compares the estimated probable incurred losses determined under the applicable loss estimation approaches for the respective periods with current reserve levels. Changes in the estimated required liability levels are recorded as necessary through the repurchase and foreclosure provision.
Based on currently available information and experience to date, FHN has evaluated its loan repurchase, make-whole, foreclosure, and certain related exposures and has accrued for losses of $17 million and $16 million as of both December 31, 20212023 and December 31, 2020, respectively.2022. Accrued liabilities for FHN’s estimate of these obligations are reflected in other liabilities on the Consolidated Balance Sheets. Charges/expense reversals to increase/decrease the liability are included within other income on the Consolidated Statements of Income. The estimates are based upon currently available information and fact patterns that exist as of each balance sheet date and could be subject to future changes. Changes to any one of these factors could significantly impact the estimate of FHN’s liability.
The most significant outstanding claim associated with FHN's pre-2009 business is a servicing indemnification claim asserted by Nationstar Mortgage LLC, currently doing business as "Mr. Cooper". Nationstar was the purchaser of FHN's mortgage servicing obligations and assets in 2013 and 2014 and was FHN's subservicer. Nationstar asserts several categories of indemnity obligations in connection with mortgage loans under the
subservicing arrangement and under the purchase transaction. This matter currently is not in litigation, but litigation in the future is possible. FHN is unable to estimate an RPL range for this matter due to significant uncertainties regarding: the exact nature of each of Nationstar's claims and its position in respect of each; the number of, and the facts underlying, the claimed instances of indemnifiable events; the applicability of FHN's contractual indemnity covenants to those facts and events; and, in those cases where the facts and events might support an indemnity claim, whether any legal defenses, counterclaims, other counter-positions, or third-party claims might eliminate or reduce claims against FHN or their impact on FHN.
Other Disclosures
Indemnification Agreements and Guarantees
In the ordinary course of business, FHN enters into indemnification agreements for legal proceedings against its directors and officers and standard representations and warranties for underwriting agreements, merger and acquisition agreements, loan sales, contractual commitments, and various other business transactions or arrangements.
The extent of FHN’s obligations under these agreements depends upon the occurrence of future events; therefore, it is not possible to estimate a maximum potential amount of payouts that could be required by such agreements.


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20212023 FORM 10-K ANNUAL REPORT

ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 18—17—RETIREMENT PLANS & OTHER EMPLOYEE BENEFITS
Note 18—17—Retirement Plans and Other Employee Benefits
Pension Plan
FHN sponsors a noncontributory, qualified defined benefit pension plan to employees hired or re-hired on or before September 1, 2007. Pension benefits are based on years of service, average compensation near retirement or other termination, and estimated social security benefits at age 65. Benefits under the plan are “frozen” so that years of service and compensation changes after 2012 do not affect the benefit owed. Minimum contributions are based upon actuarially determined amounts necessary to fund the total benefit obligation. Decisions to contribute to the plan are based upon pension funding requirements under the Pension Protection Act, the maximum amount deductible under the Internal Revenue Code, the actual performance of plan assets, and trends in the regulatory environment. FHN made a contribution of $6 million to the qualified pension plan in 2021, and no contributions were made in 20202023 and 2019.2022. Management does not currently anticipate that FHN will make a contribution to the qualified pension plan in 2022.2024.
FHN also maintains non-qualified plans including a supplemental retirement plan that covers certain employees whose benefits under the qualified pension plan have been limited by tax rules. These other non-qualified plans are unfunded, and contributions to these plans cover all benefits paid under the non-qualified plans. Payments made under the non-qualified plans were $5$6 million for 2021.2023. FHN anticipates making benefit payments under the non-qualified plans of $5 million in 2022.2024.
Savings Plan
FHN provides all qualifying full-time employees with the opportunity to participate in FHN's tax qualified 401(k) savings plan. The qualified plan allows employees to defer receipt of earned salary, up to tax law limits, on a tax-advantaged basis. Accounts, which are held in trust, may be invested in a wide range of mutual funds and in FHN common stock. Up to tax law limits, FHN provides a 100% match for the first 6% of salary deferred, with company matching contributions invested according to a participant’s current investment election. Through a non-qualified savings restoration plan, FHN provides a restorative benefit to certain highly-compensated employees who participate in the savings plan and whose contribution elections are capped by tax limitations.
FHN also provides “flexible dollars” to assist employees with the cost of annual benefits and/or allow the employee to contribute to his or her qualified savings plan account. These “flexible dollars” are pre-tax contributions and are based upon the employees’ years of service and
qualified compensation. Contributions made by FHN through the flexible benefits plan and the company matches were $48 million, $47 million, and $51 million for 2023, 2022, and 2021, $37 million for 2020, and $28 million for 2019.respectively.
Other Employee Benefits
FHN provides postretirement life insurance benefits to certain employees and also provides postretirement medical insurance benefits to retirement-eligible employees, including certain prescription drug benefits. The postretirement medical plan is contributory with FHN contributing a fixed amount for certain participants.
Actuarial Assumptions
FHN’s process for developing the long-term expected rate of return of pension plan assets is based on capital market exposure as the source of investment portfolio returns. Capital market exposure refers to the plan’s allocation of its assets to asset classes, which primarily represent fixed income investments. FHN also considers expectations for inflation, real interest rates, and various risk premiums based primarily on the historical risk premium for each asset class. The expected return is based upon a time horizon of 30 years. Given its funded status, the asset allocation strategy for the qualified pension plan utilizes fixed income instruments that closely match the estimated duration of payment obligations.
The discount rates for the three years ended 20212023 for pension and other benefits were determined by using a hypothetical AA yield curve represented by a series of annualized individual discount rates from one-half to 30 years. The discount rates are selected based upon data specific to FHN’s plans and employee population. The bonds used to create the hypothetical yield curve were subjected to several requirements to ensure that the resulting rates were representative of the bonds that would be selected by management to fulfill the company’s funding obligations. In addition to the AA rating, only non-callable bonds were included. Each bond issue was required to have at least $300 million par outstanding so that each issue was sufficiently marketable. Finally, bonds more than two standard deviations from the average yield were removed. When selecting the discount rate, FHN matches the duration of high quality bonds with the duration of the obligations of the plan as of the measurement date. For all years presented, the measurement date of the benefit obligations and net periodic benefit costs was December 31.
The actuarial assumptions used in the defined benefit pension plans and other employee benefit plans were as follows:


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20212023 FORM 10-K ANNUAL REPORT

ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 18—17—RETIREMENT PLANS & OTHER EMPLOYEE BENEFITS
Table 8.18.18.17.1
ACTUARIAL ASSUMPTIONS FOR DEFINED BENEFIT PLANS
Benefit ObligationsNet Periodic Benefit Cost Benefit ObligationsNet Periodic Benefit Cost
202120202019202120202019202320222021202320222021
Discount rateDiscount rate      Discount rate    
Qualified pensionQualified pension2.95%2.63%3.31%2.64%3.31%4.43%Qualified pension5.00%5.20%2.95%5.20%2.96%2.64%
Nonqualified pensionNonqualified pension2.65%2.24%3.08%2.24%3.08%4.26%Nonqualified pension4.90%5.10%2.65%5.10%2.65%2.24%
Other nonqualified pensionOther nonqualified pension1.99%1.41%2.57%1.41%2.57%3.83%Other nonqualified pension4.75%4.94%1.99%4.94%1.99%1.41%
Postretirement benefitsPostretirement benefits2.43%-3.07%1.92% - 2.81%2.85% - 3.44%1.93%-2.81%2.87% - 3.44%4.04% - 4.56%Postretirement benefits4.84% - 5.06%5.04% - 5.25%2.43% - 3.07%4.88% - 5.25%2.42% - 5.08%1.93% - 2.81%
Expected long-term rate of returnExpected long-term rate of return      Expected long-term rate of return    
Qualified pension/
postretirement benefits
Qualified pension/
postretirement benefits
N/AN/AN/A2.30%3.45%4.80%Qualified pension/
postretirement benefits
N/AN/A5.15%2.85%2.30%
Postretirement benefit (retirees post January 1, 1993)Postretirement benefit (retirees post January 1, 1993)N/AN/AN/A5.80%6.40%6.85%Postretirement benefit (retirees post January 1, 1993)N/AN/A5.50%5.95%5.80%
Postretirement benefit (retirees prior to January 1, 1993)Postretirement benefit (retirees prior to January 1, 1993)N/AN/AN/A1.00%0.90%0.05%Postretirement benefit (retirees prior to January 1, 1993)N/AN/AN/A1.05%1.00%
Since the benefits in the defined benefit pension plan are frozen, the rate of compensation increase has no effect on qualified pension benefits.
FHN has 1one pension plan where participants' benefits are affected by interest crediting rates. The plan's projected benefit obligation as of December 31, 2021, 20202023, 2022 and 20192021 and interest crediting rates for the respective years were as follows:
Table 8.18.28.17.2
PROJECTED BENEFIT OBLIGATION
& CREDITING RATE
(Dollars in millions)(Dollars in millions)202120202019(Dollars in millions)202320222021
Projected benefit obligationProjected benefit obligation$12 $15 $16 
Interest crediting rateInterest crediting rate9.07 %8.20 %9.66 %Interest crediting rate12.04 %10.77 %9.07 %


The components of net periodic benefit cost for the plan years 2021, 20202023, 2022 and 20192021 were as follows:
Table 8.18.38.17.3
COMPONENTS OF NET PERIODIC BENEFIT COST
(Dollars in millions)(Dollars in millions)Pension BenefitsOther Benefits(Dollars in millions)Pension BenefitsOther Benefits
202120202019202120202019202320222021202320222021
Components of net periodic benefit costComponents of net periodic benefit cost      Components of net periodic benefit cost    
Interest costInterest cost$17 $24 $30 $1 $$
Interest cost
Interest cost
Expected return on plan assetsExpected return on plan assets(20)(26)(37)(1)(1)(1)
Amortization of unrecognized:Amortization of unrecognized:      Amortization of unrecognized:    
Actuarial (gain) lossActuarial (gain) loss10 13 10  — — 
Actuarial (gain) loss
Actuarial (gain) loss
Net periodic benefit cost
Net periodic benefit cost
Net periodic benefit costNet periodic benefit cost$7 $11 $$ $— $— 
The long-term expected rate of return is applied to the market-related value of plan assets in determining the expected return on plan assets. FHN determines the market-related value of plan assets using a hybrid methodology which recognizes liability-hedging assets at current fair value while return-seeking assets use a
calculated value that recognizes changes in fair value over five years, as permitted by GAAP.
FHN utilizes a spot rate approach which applies duration-specific rates from the full yield curve to estimated future benefit payments for the determination of interest cost.
The following tables set forth the plans’ benefit obligations and plan assets for 2021 and 2020:


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20212023 FORM 10-K ANNUAL REPORT

ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 18—17—RETIREMENT PLANS & OTHER EMPLOYEE BENEFITS
The following table presents the plans’ benefit obligations and plan assets for 2023 and 2022:
Table 8.18.48.17.4
BENEFIT OBLIGATIONS & PLAN ASSETS
(Dollars in millions)(Dollars in millions)Pension BenefitsOther Benefits(Dollars in millions)Pension BenefitsOther Benefits
20212020202120202023202220232022
Change in benefit obligationChange in benefit obligation    Change in benefit obligation    
Benefit obligation, beginning of yearBenefit obligation, beginning of year$893 $836 $46 $42 
Interest costInterest cost17 24 1 
Interest cost
Interest cost
Actuarial (gain) loss (a)
Actuarial (gain) loss (a)
Actuarial (gain) loss (a)Actuarial (gain) loss (a)(26)70 (5)
Actual benefits paidActual benefits paid(39)(37)(1)(1)
Benefit obligation, end of year
Benefit obligation, end of year
Benefit obligation, end of yearBenefit obligation, end of year$845 $893 $41 $46 
Change in plan assetsChange in plan assets    Change in plan assets    
Fair value of plan assets, beginning of yearFair value of plan assets, beginning of year$896 $826 $23 $20 
Actual return on plan assetsActual return on plan assets(18)103 3 
Employer contributionsEmployer contributions10 1 
Actual benefits paid – settlement paymentsActual benefits paid – settlement payments(3)(36)(1)(1)
Actual benefits paid – other paymentsActual benefits paid – other payments(2)(1) — 
Premium paid for annuity purchase (b)Premium paid for annuity purchase (b)(34)—  — 
Fair value of plan assets, end of yearFair value of plan assets, end of year$849 $896 $26 $23 
Funded (unfunded) status of the plansFunded (unfunded) status of the plans$4 $$(15)$(23)
Amounts recognized in the Balance SheetsAmounts recognized in the Balance Sheets    Amounts recognized in the Balance Sheets    
Other assetsOther assets$37 $40 $23 $20 
Other liabilitiesOther liabilities(33)(37)(38)(43)
Net asset (liability) at end of yearNet asset (liability) at end of year$4 $$(15)$(23)
(a)Variances in the actuarial (gain) loss are due to normal activity such as changes in discount rates, updates to participant demographic information and revisions to life expectancy assumptions.
(b)2021 amount representsAmounts represent settlements of certain retired participants in the qualified pension plan that occurred during the year.


The projected benefit obligation for unfunded plans was as follows:
Table 8.18.58.17.5
BENEFIT OBLIGATION - UNFUNDED PLANS
Pension BenefitsOther Benefits
Pension BenefitsPension BenefitsOther Benefits
(Dollars in millions)(Dollars in millions)2021202020212020(Dollars in millions)2023202220232022
Projected benefit obligationProjected benefit obligation$33 $37 $38 $43 
The qualified pension plan was underfunded by $13 million and overfunded by $37 million and $41$4 million as of December 31, 20212023 and 2020,2022, respectively. Because of the pension freeze at the end of 2012, as of both December 31, 20212023 and 2020,2022, the pension benefit obligation is equivalent to the accumulated benefit obligation. FHN's funded post retirement plan was also in an overfunded status as of December 31, 20212023 and 2020.2022.
Unrecognized actuarial gains and losses and unrecognized prior service costs and credits are recognized as a component of accumulated other comprehensive income. Balances reflected in accumulated other comprehensive income on a pre-tax basis for the years ended December 31, 20212023 and 20202022 consist of:


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  172166
20212023 FORM 10-K ANNUAL REPORT

ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 18—17—RETIREMENT PLANS & OTHER EMPLOYEE BENEFITS
Table 8.18.68.17.6
PRE-TAX ACTUARIAL GAINS (LOSSES)(GAINS) LOSSES REFLECTED IN AOCI
(Dollars in millions)(Dollars in millions)Pension BenefitsOther Benefits(Dollars in millions)Pension BenefitsOther Benefits
20212020202120202023202220232022
Amounts recognized in accumulated other comprehensive incomeAmounts recognized in accumulated other comprehensive income    Amounts recognized in accumulated other comprehensive income    
Net actuarial (gain) lossNet actuarial (gain) loss$342 $342 $(6)$
Net actuarial (gain) loss
Net actuarial (gain) loss
The pre-tax amounts recognized in other comprehensive income during 2021, 2020,2023, 2022, and 20192021 were as follows:
Table 8.18.78.17.7
PRE-TAX AMOUNTS RECOGNIZED IN OCI
(Dollars in millions)(Dollars in millions)Pension BenefitsOther Benefits(Dollars in millions)Pension BenefitsOther Benefits
202120202019202120202019202320222021202320222021
Changes in plan assets and benefit obligation recognized in other comprehensive incomeChanges in plan assets and benefit obligation recognized in other comprehensive income    
Net actuarial (gain) loss arising during measurement periodNet actuarial (gain) loss arising during measurement period$13 $(8)$(14)$(7)$$
Net actuarial (gain) loss arising during measurement period
Net actuarial (gain) loss arising during measurement period
Items amortized during the measurement period:Items amortized during the measurement period:    
Items amortized during the measurement period:
Items amortized during the measurement period:
Net actuarial gain (loss)
Net actuarial gain (loss)
Net actuarial gain (loss)Net actuarial gain (loss)(10)(13)(10) — — 
Total recognized in other comprehensive incomeTotal recognized in other comprehensive income$3 $(21)$(24)$(7)$$
FHN utilizes the minimum amortization method in determining the amount of actuarial gains or losses to include in plan expense. Under this approach, the net deferred actuarial gain or loss that exceeds a threshold is amortized over the average remaining service period of active plan participants. The threshold is measured as the greater of: 10% of a plan’s projected benefit obligation as of the beginning of the year or 10% of the market related value of plan assets as of the beginning of the year. FHN amortizes actuarial gains and losses using the estimated average remaining life expectancy of the remaining participants since all participants are considered inactive due to the freeze.
The following table provides detail on expected benefit payments, which reflect expected future service, as appropriate:
Table 8.18.88.17.8
EXPECTED BENEFIT PAYMENTS
(Dollars in millions)(Dollars in millions)Pension
Benefits
Other
Benefits
(Dollars in millions)Pension
Benefits
Other
Benefits
2022$40 $
202342 
2024202443 
2025202545 
2026202646 
2027-2031232 11 
2027
2028
2029-2033

Plan Assets
FHN’s overall investment goal is to create, over the life of the pension plan and retiree medical plan, an adequate
pool of sufficiently liquid assets to support the qualified pension benefit obligations to participants, retirees, and beneficiaries, as well as to partially support the medical obligations to retirees and beneficiaries. Thus, the qualified pension plan and retiree medical plan seek to achieve a level of investment return consistent with changes in projected benefit obligations.
Qualified pension plan assets primarily consist of fixed income securities which include U.S. treasuries, corporate bonds of companies from diversified industries, municipal bonds, and foreign bonds. Fixed income investments generally have long durations consistent with the estimated pension liabilities of FHN. This duration-matching strategy is intended to hedge substantially all of the plan’s risk associated with future benefit payments. Retiree medical funds are kept in short-term investments, primarily money market funds and mutual funds. On December 31, 20212023 and 2020,2022, FHN did not have any significant concentrations of risk within the plan assets related to the pension plan or the retiree medical plan.
The fair value of FHN’s pension plan assets at December 31, 20212023 and 2020,2022, by asset category classified using the Fair Value measurement hierarchy, is shown in the tablestable below. See Note 2423 – Fair Value of Assets and Liabilities for more details about fair value measurements.


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ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 18—17—RETIREMENT PLANS & OTHER EMPLOYEE BENEFITS
Tables 8.18.9a-bTable 8.17.9
FAIR VALUE OF PENSION ASSETS
(Dollars in millions)(Dollars in millions)December 31, 2021(Dollars in millions)December 31, 2023
Level 1Level 2Level 3TotalLevel 1Level 2Level 3Total
Cash equivalents and money market fundsCash equivalents and money market funds$45 $— $— $45 
Fixed income securities:Fixed income securities:    Fixed income securities: 
U.S. treasuriesU.S. treasuries— 15 — 15 
Corporate, municipal and foreign bondsCorporate, municipal and foreign bonds— 445 — 445 
Common and collective funds:Common and collective funds:    Common and collective funds: 
Fixed incomeFixed income— 344 — 344 
TotalTotal$45 $804 $ $849 
(Dollars in millions)(Dollars in millions)December 31, 2020(Dollars in millions)December 31, 2022
Level 1Level 2Level 3TotalLevel 1Level 2Level 3Total
Cash equivalents and money market fundsCash equivalents and money market funds$23 $— $— $23 
Fixed income securities:Fixed income securities:    Fixed income securities: 
U.S. treasuriesU.S. treasuries— — 
Corporate, municipal and foreign bondsCorporate, municipal and foreign bonds— 488 — 488 
Common and collective funds:Common and collective funds:
Fixed incomeFixed income— 379 — 379 
Fixed income
Fixed income
TotalTotal$23 $873 $— $896 
The PensionHR Investment and Savings Investment Committees,Risk Committee, comprised of senior managers within the organization, meet regularly to review asset performance and potential portfolio revisions.
Adjustments to the qualified pension plan asset allocation primarily reflect changes in anticipated liquidity needs for plan benefits.
The fair value of FHN’s retiree medical plan assets at December 31, 20212023 and 20202022 by asset category are as follows:
Tables 8.18.10a-bTable 8.17.10
FAIR VALUE OF RETIREE MEDICAL PLAN ASSETS
(Dollars in millions)(Dollars in millions)December 31, 2021(Dollars in millions)December 31, 2023
Level 1Level 2Level 3TotalLevel 1Level 2Level 3Total
Mutual funds:Mutual funds:    
Mutual funds:
Mutual funds: 
Equity mutual fundsEquity mutual funds$17 $— $— $17 
Fixed income mutual fundsFixed income mutual funds— — 
TotalTotal$26 $ $ $26 
(Dollars in millions)(Dollars in millions)December 31, 2020(Dollars in millions)December 31, 2022
Level 1Level 2Level 3TotalLevel 1Level 2Level 3Total
Mutual funds:Mutual funds:    
Mutual funds:
Mutual funds: 
Equity mutual fundsEquity mutual funds$15 $— $— $15 
Fixed income mutual fundsFixed income mutual funds— — 
TotalTotal$23 $— $— $23 


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20212023 FORM 10-K ANNUAL REPORT

ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 19—18—STOCK OPTIONS, RESTRICTED STOCK, & DIVIDEND REINVESTMENT PLANS
Note 19—18—Stock Options, Restricted Stock, and Dividend Reinvestment Plans
Equity Compensation Plans
FHN currently has one plan which authorizes the grant of new stock-based awards, the 2021 Incentive Plan (the IP). New awards under the IP may be granted to any of FHN's directors, officers, or associates. The IP was approved by shareholders in April 2021. Most awards outstanding at year end were granted under predecessor plans which are no longer active.
The IP authorizes a broad range of award types, including restricted shares, stock units, cash units, and stock options. Stock units may be paid in shares or cash, depending upon the terms of the award. The IP also authorizes the grant of stock appreciation rights, though no such grants have been made under the IP or recent predecessor plans. Unvested awards have service and/or performance conditions which must be met in order for the shares to vest. Awards generally have service-vesting conditions, meaning that the associate must remain employed by FHN for certain periods in order for the award to vest. Some outstanding awards also have performance conditions, and one outstanding award has performance conditions associated with FHN’s stock price. FHN operates the IP by establishing award programs, each of which is intended to cover a specific need. Programs are created, changed, or terminated as needs change.
On December 31, 2021,2023, there were 12,329,9764,965,419 shares available for new awards under the IP. This includes the new/additional shares originally authorized under the IP along with shares underlying ECP awards that have been forfeited or canceled since the IP was approved by shareholders, net of shares underlying IP awards that are outstanding or have been paid.

Service condition full-value awards
Awards may be granted with service conditions only. In recent years, programs using these awards have included annual programs for executives and selected management associates, a mandatory deferral program for executives tied to annual bonuses earned, other mandatory or elective deferral programs, various retention programs, and special hiring-incentive situations. Details of the awards vary by program, but most are settled in shares at vesting rather than cash, and vesting generally begins no earlier than the third anniversary of grant and rarely extends beyond the fifth anniversary of grant.
Performance condition awards
Under FHN’s long-term incentive and corporate performance programs, performance stock units (PSUs) (executives) and cash units (selected management
employees) are granted annually and vest only if predetermined performance measures are met. The measures are changed each year based on goals and circumstances prevailing at the time of grant. In recent
years the performance periods have been three years, with service-vesting near the third anniversary of the grant. PSUs granted from 2014 to 2020 have a post-vest holding period of two years. PSUs granted after 2020 no longer have the 2-year holding period. Recent annual performance awards require pro-rated forfeiture (in relation to the maximum possible) for performance falling between a threshold level and a maximum. Performance awards sometimes are used to provide a narrow, targeted incentive to a single person or small group; one such award which includes a market performance condition to FHN’s CEO is discussed in the next paragraph. Of the annual program awards paid during 20212023 or outstanding on December 31, 2021:2023: the 20162018, 2019 and 2020 units vested in 20192021, 2022 and their two year post-vesting holding period ended during 2021, 2017 and 2018 units vested in 2020 and 20212023 at the 104.2%133.3%, 187.5% and 133.3%187.5% payout level, respectively, and remain in a two year post-vesting holding period; the three-year performance period of the 20192021 units has ended but performance is measured relative to peers and has not yet been determined; and, the three-year performance periods for the 20202022 and 20212023 units have not ended.
Market condition award
In 2016, FHN made a special grant of performance stock units to FHN’s CEO which will vest at the end of aseven year performance period of seven years.period. The award hashad no provision for pro-rated payment based on partial performance. The award’s performance goal iswas based on achievement of a specific level of total shareholder return during the performance period.period and vested in 2023.
Director awards
Non-employee directors receive cash and annual grants of service-conditioned stock units under a program approved by the board of directors. Director stock units granted prior to the IBKC merger vest in the year following the year of grant require a payment deferral of two years, and settle in shares after the deferral period. Director stock units granted after the IBKC merger no longer have the 2-year holding period.shares. In 20212023 and 2020,2022, each director received a base of $122,000 or prorated equivalent of stock units, representing a portion of their annual retainer. Effective with the IBKC merger on July 1, 2020, the annual grant of director stock units was increased to $122,000 or prorated equivalent of stock units and all directors then in office received a supplemental grant to bring all directors up to the new annual grant level. Prior to 2005, directors could elect to defer cash compensation in the form of discount-priced stock options, someone of which remain outstanding.remained outstanding at December 31, 2023, but has since expired.
Stock and stock unit awards. A summary of restricted and performance stock and unit activity during the year ended December 31, 2021,2023, is presented below:


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ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 19—18—STOCK OPTIONS, RESTRICTED STOCK, & DIVIDEND REINVESTMENT PLANS
Table 8.19.18.18.1
RESTRICTED AND PERFORMANCE EQUITY AWARD ACTIVITY
Shares/
Units (a)
Weighted average
grant date fair value
(per share) (b)
January 1, 20218,270,216 $12.47 
Shares/units granted4,330,371 13.56 
Shares/units vested/distributed(637,689)12.31 
Shares/units canceled(2,666,010)13.05 
December 31, 20219,296,888 $13.14 
Shares/
Units (a)
Weighted average
grant date fair value
(per share) (b)
January 1, 202313,033,646 $17.09 
Shares/units granted4,558,402 16.08 
Shares/units vested/distributed(2,880,586)11.41 
Shares/units canceled (c)(3,393,758)22.43 
December 31, 202311,317,704 $15.89 
(a)Includes only units that settle in shares; nonvested performance units are included at 100% payout level.
(b)The weighted average grant date fair value for shares/units granted in 20202022 and 20192021 was $12.47$17.09 and $16.25,$13.14, respectively.
(c)Includes 3,198,257 retention grants canceled in connection with the TD merger termination; replacement retention grants issued settle in cash upon vesting and are excluded from this disclosure.

On December 31, 2021,2023, there was $73$78 million of unrecognized compensation cost related to nonvested restricted stock awards. That cost is expected to be recognized over a weighted-average period of two years. The total grant date fair value of shares vested during 2023, 2022 and 2021, 2020 and 2019, was $36$32 million, $24$29 million, and $15$36 million, respectively.
Stock option awards
In 2021 FHN ended its only remaining stock option program, making only one grant related to a 2020 commitment. Options under that program, for executives, have service-vesting requirements and seven-year terms.
In the past, option programs varied widely in their uses and terms, and many old-program options, granted under the ECP or its predecessor plans, remain outstanding today. All options granted since 2005 provide for the issuance of FHN common stock at a price fixed at its fair market value on the grant date. Except for converted options and a special retention stock option award to the CEO in 2016, all options granted since 2008 vest fully no
later than the fourth anniversary of grant, and all such options expire seven years from the grant date. CBF converted options and IBKC converted options granted prior to November 3, 2019 (the merger agreement date) are fully vested and expire ten years from grant date. IBKC converted options granted subsequent to the merger agreement vest fully no later than the fifth anniversary of the grant date and expire ten years from grant date. The 2016 retention award vests beginning on the fourth anniversary of grant and extends through the sixth anniversary of grant. A deferral program, which was discontinued in 2005, allowed for foregone compensation plus the exercise price to equal the fair market value of the stock on the date of grant if the grantee agreed to receive the options in lieu of compensation. Deferral options still outstanding expire 20 years from the grant date. At December 31, 2023 an immaterial number of grants remained outstanding, but have since expired.
The summary of stock option activity for the year ended December 31, 2021,2023, is shown below:
Table 8.19.28.18.2
STOCK OPTION ACTIVITY
Options
Outstanding
Weighted
Average
Exercise Price
(per share)
Weighted Average
Remaining
Contractual Term
(years)
Aggregate
Intrinsic Value
(millions)
January 1, 20217,749,082 $15.20   
Options
Outstanding
Options
Outstanding
Weighted
Average
Exercise Price
(per share)
Weighted Average
Remaining
Contractual Term
(years)
Aggregate
Intrinsic Value
(millions)
January 1, 2023January 1, 20232,437,446 $15.72  
Options grantedOptions granted155,124 14.44   Options granted— — —   
Options exercisedOptions exercised(2,302,642)11.88   Options exercised(393,560)13.49 13.49   
Options expired/canceledOptions expired/canceled(620,635)22.44   Options expired/canceled(144,918)14.05 14.05   
December 31, 20214,980,929 $15.81 3.99$
December 31, 2023
Options exercisableOptions exercisable3,697,062 15.95 3.51
Options expected to vestOptions expected to vest1,283,867 15.15 4.39
The total intrinsic value of options exercised during 2023, 2022 and 2021 2020 and 2019 was $12$4 million, $3$17 million, and $4$12 million, respectively. On December 31, 2021,2023, there was less than $1 millionan immaterial amount of unrecognized compensation cost related to
related to nonvested stock options. That cost is expected to be recognized over a weighted-average period of 2.70.2 years.
FHN granted or converted 155,124, 4,182,737 and 530,787 stock options with a weighted average fair value


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ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 19—18—STOCK OPTIONS, RESTRICTED STOCK, & DIVIDEND REINVESTMENT PLANS
FHN did not grant or convert stock options in 2023 and 2022. FHN granted or converted 155,124 stock options with a weighted average fair value of $3.39 $2.13, and $2.69 per option at grant date in 2021, 2020 and 2019, respectively.2021.
FHN used the Black-Scholes Option Pricing Model to estimate the fair value of stock options granted or
converted in 2021 2020, and 2019 with the following assumptions:
Table 8.19.38.18.3
STOCK OPTION FAIR VALUE ASSUMPTIONS
202120202019
Expected dividend yield4.16%3.77%3.63%
Expected weighted-average lives of options granted6.29 years6.25 years6.24 years
Expected weighted-average volatility38.44%23.94%24.76%
Expected volatility range37.86%-39.02%23.32 - 24.56% 23.07 - 26.45%
Risk-free interest rate0.62%1.47%2.53%
2021
Expected dividend yield4.16%
Expected weighted-average lives of options granted6.29 years
Expected weighted-average volatility38.44%
Expected volatility range37.86% - 39.02%
Risk-free interest rate0.62%
Expected lives of options granted are determined based on the vesting period, historical exercise patterns and contractual term of the options. FHN uses a blend of historical and implied volatility in determining expected volatility. A portion of the weighted average volatility rate is derived by compiling daily closing stock prices over a historical period approximating the expected lives of the options. Additionally, because of market volatility due to economic conditions and the impact on stock prices of financial institutions, FHN also incorporates a measure of implied volatility so as to incorporate more recent market conditions in the estimation of future volatility.
Phantom stock awards
As a result of the IBKC merger, FHN assumed phantom stock awards under various plans to officers and other key associates. The awards are subject to a vesting period of five years and are paid out in cash upon vesting. The amount paid per vesting period is calculated as the number of vested share equivalents multiplied by closing market price of a share of the Company's common stock on the vesting date. Share equivalents are calculated on the date of grant as the total award's dollar value divided by the closing market price of a share of the Company's common stock on the grant date. As of December 31, 2021,2023, there were 461,142199,114 share equivalents of phantom stock awards outstanding. See Note 1 - Significant Accounting Policies for more discussion on FHN's phantom stock awards.
Compensation Cost
The compensation cost that has been included in the Consolidated Statements of Income pertaining to stock-based awards was $36 million, $75 million, and $43 million $32 million,for 2023, 2022, and $22 million for 2021, 2020, and 2019, respectively. The corresponding total income tax benefits recognized were $8 million, $18 million and $10 million in 2023, 2022, and 2021, $8 million in 2020, and $6 million in 2019.respectively.
Authorization
Consistent with Tennessee state law, only authorized, but unissued, stock may be utilized in connection with any
issuance of FHN common stock which may be required as a result of stock basedstock-based compensation awards. FHN has obtained authorization from the Board of DirectorsPrior authorizations to repurchase upshares issued in connection with compensation plans expired on December 31, 2023. After 2023, as authorized by FHN's Board and the Board's Compensation Committee, FHN will continue to certain numbers ofmake automatic stock purchases by withholding shares relatedassociated with stock-based awards to issuance under the IP and several older stock award plans. These authorizations are automatically adjusted for stock splits and stock dividends. Repurchases are authorizedcover tax obligations associated with those awards. Those limited, off-market purchases no longer will be connected to be madea traditional, announced purchase program. As has been true in the open market or through privately negotiated transactions and will bepast, automatic tax withholding purchases are not subject to market conditions, accumulation of excess equity, legal and regulatory restrictions, and prudent capital management. FHN does not currently expect to repurchase a material number of shares undertrading blackouts which affect senior executives or the compensation plan-related repurchase program during 2022.general purchase program.
Dividend reinvestment plan
ThePrior to March 2022, the Dividend Reinvestment and Stock Purchase Plan authorizesauthorized the sale of FHN’s common stock from stock acquired on the open market to shareholders who choose to invest all or a portion of their cash dividends or make optional cash payments of $25 to $10,000 per quarter without paying commissions. The price of stock purchased on the open market iswas the average price paid. In March 2022, FHN agreed to suspend the Dividend Reinvestment Plan in connection with the TD Transaction. During the suspension period, dividend payments of FHN are not automatically reinvested in additional shares of FHN common stock and participants in the Plan are not able to purchase shares of FHN common stock through optional cash investments under the Plan.


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ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 20—19—BUSINESS SEGMENT INFORMATION
Note 20—19—Business Segment Information
FHN's operating segments are composed of the following:
Regional Banking segment offers financial products and services, including traditional lending and deposit taking, to consumercommercial and commercialconsumer clients primarily in the southern U.S. and other selected markets. Regional Banking also provides investment, wealth management, financial planning, trust and asset management services for consumer clients.
Specialty Banking segment consists of lines of business that deliver product offerings and services with specialized industry knowledge. Specialty Banking’s lines of business include asset-based lending, mortgage warehouse lending, commercial real estate, franchise finance, correspondent banking, equipment finance, mortgage, and (prior to July 2022) title insurance. In addition to traditional lending and deposit taking, Specialty Banking also delivers treasury management solutions, loan syndications, and international banking. Additionally, Specialty Banking has a line of business focused on fixed income securities sales, trading, underwriting, and strategies for institutional clients in the U.S. and abroad, as well as loan sales, portfolio advisory services, and derivative sales.
Corporate segment consists primarily of corporate support functions including risk management, audit, accounting, finance, executive office, and corporate communications. Shared support services such as
human resources, properties, technology, credit risk and bank operations are allocated to the activities of Regional Banking, Specialty Banking and Corporate. Additionally, the Corporate segment includes centralized management of capital and funding to support the business activities of the company
including management of wholesale funding, liquidity, and capital management and allocation. The Corporate segment also includes the revenue and expense associated with run-off businesses such as pre-2009 mortgage banking elements, run-off consumer and trust preferred loan portfolios, and other exited businesses.
Periodically, FHN adapts its segments to reflect managerial or strategic changes. During 2020, FHN reorganized its internal management structure and, accordingly, its segment reporting structure. Historically, FHN's reportable business segments were Regional Banking, Fixed Income, Corporate, and Non-strategic. The closing of the FHN and IBKC merger-of-equals transaction prompted organizational changes to better integrate and execute the combined Company's strategic priorities across all lines of businesses. As a result, segment information for 2020 has been reclassified to conform to the current period presentation.
FHN may also modify its methodology of allocating expenses and equity among segments which could change historical segment results. Business segment revenue, expense, asset, and equity levels reflect those which are specifically identifiable or which are allocated based on an internal allocation method. Because the allocations are based on internally developed assignments and allocations, to an extent they are subjective. Generally, all assignments and allocations have been consistently applied for all periods presented.
The following tables presenttable presents financial information for each reportable business segment for the years ended December 31:
Tables 8.20.1a-b-cTable 8.19.1
SEGMENT FINANCIAL INFORMATION
2021
20232023
(Dollars in millions)(Dollars in millions)Regional BankingSpecialty BankingCorporateConsolidated(Dollars in millions)Regional BankingSpecialty BankingCorporateConsolidated
Net interest income (expense)Net interest income (expense)$1,764 $619 $(389)$1,994 
Provision for credit lossesProvision for credit losses(229)(64)(17)(310)
Noninterest income438 597 41 1,076 
Noninterest expense (b)(c)(f)1,151 571 374 2,096 
Noninterest income (a)
Noninterest expense (b)(c)(e)
Income (loss) before income taxesIncome (loss) before income taxes1,280 709 (705)1,284 
Income tax expense (benefit)298 171 (195)274 
Income tax expense (benefit) (f)
Net income (loss)Net income (loss)$982 $538 $(510)$1,010 
Average assetsAverage assets$45,445 $20,803 $21,361 $87,609 
Depreciation and amortizationDepreciation and amortization(71)(2)101 28 
Expenditures for long-lived assetsExpenditures for long-lived assets27 3 7 37 


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ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 20—19—BUSINESS SEGMENT INFORMATION
2020
20222022
(Dollars in millions)(Dollars in millions)Regional BankingSpecialty BankingCorporateConsolidated(Dollars in millions)Regional BankingSpecialty BankingCorporateConsolidated
Net interest income (expense)Net interest income (expense)$1,264 $572 $(174)$1,662 
Provision for credit losses (e)392 116 (5)503 
Provision for credit losses
Noninterest income (a)Noninterest income (a)345 576 571 1,492 
Noninterest expense (b)(c)(d)944 494 280 1,718 
Noninterest expense (b)(e)
Income (loss) before income taxesIncome (loss) before income taxes273 538 122 933 
Income tax expense (benefit)Income tax expense (benefit)56 131 (111)76 
Net income (loss)Net income (loss)$217 $407 $233 $857 
Average assetsAverage assets$32,782 $19,822 $11,742 $64,346 
Depreciation and amortizationDepreciation and amortization(42)84 46 
Expenditures for long-lived assetsExpenditures for long-lived assets283 90 379 
2019
20212021
(Dollars in millions)(Dollars in millions)Regional BankingSpecialty BankingCorporateConsolidated(Dollars in millions)Regional BankingSpecialty BankingCorporateConsolidated
Net interest income (expense)Net interest income (expense)$833 $389 $(12)$1,210 
Provision for credit losses24 37 (16)45 
Noninterest income293 315 46 654 
Noninterest expense (b)(c)(d)(f)678 347 208 1,233 
Provision (benefit) for credit losses
Noninterest income (a)
Noninterest expense (b)(d)(e)
Income (loss) before income taxesIncome (loss) before income taxes424 320 (158)586 
Income tax expense (benefit)Income tax expense (benefit)97 79 (42)134 
Net income (loss)Net income (loss)$327 $241 $(116)$452 
Average assetsAverage assets$18,236 $15,517 $7,991 $41,744 
Depreciation and amortizationDepreciation and amortization22 14 29 65 
Expenditures for long-lived assetsExpenditures for long-lived assets29 16 49 
(a)    20202023 includes a $533$225 million purchase accounting gain associated withon merger termination and a $6 million loss on equities valuation adjustments in the Corporate segment and a $7 million gain on a small FHN Financial asset disposition in the Specialty Banking segment. 2022 includes a $12 million gain on sale of mortgage servicing rights in the Specialty Banking segment and a $22 million gain related to the sale of the title insurance business, a $10 million gain on equity securities and a $6 million gain related to a fintech investment in the Corporate segment. 2021 includes a loss of $26 million related to TRUPS redemption in the Corporate segment.
(b)2023 includes $51 million in merger and integration planning expenses related to the TD Transaction in the Corporate Segment. 2022 and 2021 include $136 million and $187 million, respectively, in merger and integration expenses related to the IBKC merger and TD Transaction in the Corporate segment.
(b)    2019(c)2023 includes restructuring-related$10 million of restructuring costs, associated with efficiency initiatives; refer to Note 25 - Restructuring, Repositioning, and Efficiency for additional information. 2021, 2020 and 2019 include merger-related expenses; refer to Note 2 - Acquisitions and Divestitures for additional information.
(c)    2021 and 2020 includes$37an FDIC special assessment of $68 million, and $13a $50 million respectively,contribution to the First Horizon Foundation in the Corporate segment.
(d)2021 includes $37 million in asset impairments related to IBKC merger integration efforts in the Corporate segment. 2019 includes $25
(e)2023, 2022 and 2021 include $15 million, of asset impairments associated with acquisition, restructuring, and rebranding initiatives.
(d)    2020 and 2019 include $41$22 million and $11 million, respectively, of contributions to FHN's foundations.
(e)    Increase in provision for credit losses in 2020 is primarily due to the provision related to non-PCD loans acquired in the IBKC merger and Truist branch acquisition and the economic forecast attributable to the COVID-19 pandemic.
(f)    2021 and 2019 include $19 million and $4 million, respectively, in derivative valuation adjustments related to prior sales of Visa Class B sharesClass-B share sales in the Corporate segment.


(f)









2023 includes $24 million in expense related to the surrender of bank owned life insurance policies and a $59 million benefit from merger-related tax items in the Corporate segment.



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ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 20—19—BUSINESS SEGMENT INFORMATION
The following tables reflecttable presents a disaggregation of FHN’s noninterest income by major product line and reportable segment for the years ended December 31, 2021, 2020,2023, 2022, and 2019:2021:
Tables 8.20.2a-b-cTable 8.19.2
NONINTEREST INCOME DETAIL BY SEGMENT
December 31, 2021
December 31, 2023December 31, 2023
(Dollars in millions)(Dollars in millions)Regional BankingSpecialty BankingCorporateConsolidated(Dollars in millions)Regional BankingSpecialty BankingCorporateConsolidated
Noninterest income:Noninterest income:
Deposit transactions and cash management
Deposit transactions and cash management
Deposit transactions and cash management
Fixed income (a)Fixed income (a)$ $406 $ $406 
Deposit transactions and cash management157 12 6 175 
Mortgage banking and title income 152 2 154 
Brokerage, management fees and commissionsBrokerage, management fees and commissions88   88 
Card and digital banking feesCard and digital banking fees67 3 8 78 
Other service charges and fees
Trust services and investment managementTrust services and investment management51   51 
Other service charges and fees23 17 4 44 
Mortgage banking and title income
Gain on merger termination
Securities gains (losses), net (b)Securities gains (losses), net (b)  13 13 
Purchase accounting gain  (1)(1)
Other income (c)
Other income (c)
Other income (c)Other income (c)52 7 9 68 
Total noninterest income Total noninterest income$438 $597 $41 $1,076 
December 31, 2022
December 31, 2020
December 31, 2022
December 31, 2022
(Dollars in millions)(Dollars in millions)Regional BankingSpecialty BankingCorporateConsolidated(Dollars in millions)Regional BankingSpecialty BankingCorporateConsolidated
Noninterest income:Noninterest income:
Deposit transactions and cash management
Deposit transactions and cash management
Deposit transactions and cash management
Fixed income (a)Fixed income (a)$$422 $— $423 
Deposit transactions and cash management131 11 148 
Mortgage banking and title income— 128 129 
Brokerage, management fees and commissionsBrokerage, management fees and commissions66 — — 66 
Card and digital banking feesCard and digital banking fees50 60 
Other service charges and fees
Trust services and investment managementTrust services and investment management39 — — 39 
Other service charges and fees18 26 
Mortgage banking and title income
Securities gains (losses), net (b)Securities gains (losses), net (b)— — (6)(6)
Purchase accounting gain— — 533 533 
Other income (c)
Other income (c)
Other income (c)Other income (c)40 28 74 
Total noninterest income Total noninterest income$345 $576 $571 $1,492 
December 31, 2021
December 31, 2019
December 31, 2021
December 31, 2021
(Dollars in millions)(Dollars in millions)Regional BankingSpecialty BankingCorporateConsolidated(Dollars in millions)Regional BankingSpecialty BankingCorporateConsolidated
Noninterest income:Noninterest income:
Deposit transactions and cash management
Deposit transactions and cash management
Deposit transactions and cash management
Fixed income (a)Fixed income (a)$— $278 $$279 
Deposit transactions and cash management114 11 132 
Mortgage banking and title income— 10 
Brokerage, management fees and commissionsBrokerage, management fees and commissions55 — — 55 
Card and digital banking feesCard and digital banking fees41 49 
Other service charges and fees
Trust services and investment managementTrust services and investment management30 — — 30 
Other service charges and fees16 — 21 
Mortgage banking and title income
Securities gains (losses), net (b)
Other income (c)
Other income (c)
Other income (c)Other income (c)37 11 30 78 
Total noninterest income Total noninterest income$293 $315 $46 $654 
(a)2023, 2022 and 2021, 2020 and 2019, include $44million , $39$42 million, $43 million, and $34$44 million, respectively, of underwriting, portfolio advisory, and other noninterest income in scope of ASC 606, "Revenue From Contracts With Customers."
(b)Represents noninterest income excluded from the scope of ASC 606. Amount is presented for informational purposes to reconcile total noninterest income.
(c)Includes letter of credit fees and insurance commissions in scope of ASC 606.


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  180174
20212023 FORM 10-K ANNUAL REPORT

ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 21—20—VARIABLE INTEREST ENTITIES
Note 21—20—Variable Interest Entities
FHN makes equity investments in various entities that are considered VIEs, as defined by GAAP. A VIE typically does not have sufficient equity at risk to finance its activities without additional subordinated financial support from other parties. The Company’s variable interest arises from contractual, ownership or other monetary interests in the entity, which change with fluctuations in the fair value of the entity's net assets. FHN consolidates a VIE if itFHN is the primary beneficiary of the entity. FHN is the primary beneficiary of a VIE if itsFHN's variable interest provides it with the power to direct the activities that most significantly impact the VIE and the right to receive benefits (or the obligation to absorb losses) that could potentially be significant to the VIE. To determine whether or not a variable interest held could potentially be significant to the VIE, FHN considers both qualitative and quantitative factors regarding the nature, size and form of its involvement with the VIE. FHN assesses whether or not it is the primary beneficiary of a VIE on an ongoing basis.
Consolidated Variable Interest Entities
FHN has established certain rabbi trusts related to deferred compensation plans offered to its employees. FHN contributes employee cash compensation deferrals to the trusts and directs the underlying investments made by the trusts. The assets of these trusts are available to FHN’s creditors only in the event that FHN becomes insolvent. These trusts are considered VIEs as there is no equity at risk in the trusts since FHN provided the equity interest to its employees in exchange for services rendered. FHN is considered the primary beneficiary of the rabbi trusts as it has the power to direct the activities that most significantly impact the economic performance of the rabbi trusts through its ability to direct the underlying investments made by the trusts. Additionally, FHN could potentially receive benefits or absorb losses that are significant to the trusts due to its right to receive any asset values in excess of liability payoffs and its obligation to fund any liabilities to employees that are in excess of a rabbi trust’s assets.
The following table summarizes the carrying value of assets and liabilities associated with rabbi trusts used for deferred compensation plans which are consolidated by FHN as of December 31, 20212023 and 2020:2022:
Table 8.20.1
CONSOLIDATED VIEs
(Dollars in millions)December 31, 2023December 31, 2022
Assets:
Other assets$177 $181 
Liabilities:
Other liabilities$150 $150 

Table 8.21.1
CONSOLIDATED VIEs
(Dollars in millions)December 31, 2021December 31, 2020
Assets:
Other assets$205 $195 
Liabilities:
Other liabilities$179 $165 
Nonconsolidated Variable Interest Entities
Low Income Housing Tax Credit Partnerships
Through designated wholly-owned subsidiaries, First Horizon Bank makes equity investments as a limited partner in various partnerships that sponsor affordable housing projects utilizing the LIHTC. The purpose of these investments is to achieve a satisfactory return on capital and to support FHN’s community reinvestment initiatives. LIHTC partnerships are managed by unrelated general partners that have the power to direct the activities thatwhich most significantly affect the performance of the partnerships. FHN is therefore not the primary beneficiary of any LIHTC partnerships. Accordingly, FHN does not consolidate these VIEs and accounts for these investments in other assets on the Consolidated Balance Sheets.
FHN accounts for all qualifying LIHTC investments under the proportional amortization method. Under this method an entity amortizes the initial cost of the investment in proportion to the tax credits and other tax benefits received and recognizes the net investment performance as a component of income tax expense. LIHTC investments that do not qualify for the proportional amortization method are accounted for using the equity method. Expenses associated with non-qualifying LIHTC investments were not material during 2021, 2020,2023, 2022, and 2019.2021.
The following table summarizes the impact to income tax expense on the Consolidated Statements of Income for the years ended December 31, 2021, 20202023, 2022 and 20192021 for LIHTC investments accounted for under the proportional amortization method.
Table 8.21.28.20.2
LIHTC IMPACTS ON TAX EXPENSE
(Dollars in millions)202120202019
Income tax expense (benefit):
Amortization of qualifying LIHTC investments$26 $23 $15 
Low income housing tax credits(32)(22)(14)
Other tax benefits related to qualifying LIHTC investments(7)(10)(6)

(Dollars in millions)202320222021
Income tax expense (benefit):
Amortization of qualifying LIHTC investments$54 $44 $26 
Low income housing tax credits(55)(48)(32)
Other tax benefits related to qualifying LIHTC investments(13)(12)(7)

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2021 FORM 10-K ANNUAL REPORT

ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 21—VARIABLE INTEREST ENTITIES

Other Tax Credit Investments
Through designated subsidiaries, First Horizon Bank periodically makes equity investments as a non-managing member in various LLCs that sponsor community development projects utilizing the NMTC. First Horizon Bank also makes equity investments as a limited partner or non-managing member in entities that receive solar and historic tax credits. The purposepurposes of these investments isare to achieve a satisfactory return on capital and to support FHN’s community reinvestment initiatives. These entities


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2023 FORM 10-K ANNUAL REPORT

ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 20—VARIABLE INTEREST ENTITIES
are considered VIEs as First Horizon Bank's subsidiaries represent the holders of the equity investment at risk, but do not have the ability to direct the activities that most significantly affect the performance of the entities.
Small Issuer Trust Preferred Holdings
First Horizon Bank holds variable interests in trusts which have issued mandatorily redeemable preferred capital securities (“trust preferreds”) for smaller banking and insurance enterprises. First Horizon Bank has no voting rights for the trusts’ activities. The trusts’ only assets are junior subordinated debentures of the issuing enterprises. The creditors of the trusts hold no recourse to the assets of First Horizon Bank. Since First Horizon Bank is solely a holder of the trusts’ securities, it has no rights thatwhich would give it the power to direct the activities that most significantly impact the trusts’ economic performance and thus it is not considered the primary beneficiary of the trusts. First Horizon Bank has no contractual requirements to provide financial support to the trusts.
On-Balance Sheet Trust Preferred Securitization
In 2007, First Horizon Bank executed a securitization of certain small issuer trust preferreds for which the underlying trust meets the definition of a VIE, as the holders of the equity investment at risk do not have the power through voting rights, or similar rights, to direct the activities that most significantly impact the entity’s economic performance. Since First Horizon Bank did not retain servicing or other decision-making rights, First Horizon Bank is not the primary beneficiary as it does not have the power to direct the activities that most significantly impact the trust’s economic performance. Accordingly, First Horizon Bank has accounted for the funds received through the securitization as a term borrowing in its Consolidated Balance Sheets. First Horizon Bank has no contractual requirements to provide financial support to the trust.
Holdings in Agency Mortgage-Backed Securities
FHN holds securities issued by various Agency securitization trusts. Based on their restrictive nature, the trusts meet the definition of a VIE since the holders of the
equity investments at risk do not have the power through voting rights, or similar rights, to direct the activities that most significantly impact the entities’ economic performance. FHN could potentially receive benefits or absorb losses that are significant to the trusts based on the nature of the trusts’ activities and the size of FHN’s
holdings. However, FHN is solely a holder of the trusts’ securities and does not have the power to direct the activities that most significantly impact the trusts’ economic performance and is not considered the primary beneficiary of the trusts. FHN has no contractual requirements to provide financial support to the trusts.
Commercial Loan Troubled Debt RestructuringsModifications to Borrowers Experiencing Financial Difficulty
For certain troubled commercial loans, First Horizon Bank restructuresmodifies the terms of the borrower’s debt in an effort to increase the probability of receipt of amounts contractually due. Following a troubled debt restructuring,modification to borrowers experiencing financial difficulty, the borrower entity typically meets the definition of a VIE as the initial determination of whether an entity is a VIE must be reconsidered as events have proven that the entity’s equity is not sufficient to permit it to finance its activities without additional subordinated financial support or a restructuring of the terms of its financing. As First Horizon Bank does not have the power to direct the activities that most significantly impact such troubled commercial borrowers’ operations, it is not considered the primary beneficiary even in situations where, based on the size of the financing provided, First Horizon Bank is exposed to potentially significant benefits and losses of the borrowing entity. First Horizon Bank has no contractual requirements to provide financial support to the borrowing entities beyond certain funding commitments established upon restructuring of the terms of the debt that allows for preparation of the underlying collateral for sale.
Proprietary Trust Preferred Issuances
In conjunction with its acquisitions, FHN acquired junior subordinated debt underlying multiple issuances of trust preferred debt. All of the trusts are considered VIEs because the ownership interests from the capital contributions to these trusts are not considered “at risk” in evaluating whether the holders of the equity investments at risk in the trusts have the ability to direct the activities that most significantly impact the entities’ economic performance. Thus, FHN cannot be the trusts’ primary beneficiary because its ownership interests in the trusts are not considered variable interests as they are not considered “at risk”. Consequently, none of the trusts are consolidated by FHN.
The following tables summarize FHN’s nonconsolidated VIEs as of December 31, 20212023 and 2020:2022:



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ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 21—20—VARIABLE INTEREST ENTITIES
Table 8.21.38.20.3
NONCONSOLIDATED VIEs AT YE 2021DECEMBER 31, 2023
(Dollars in millions)(Dollars in millions)Maximum
Loss Exposure
Liability
Recognized
Classification(Dollars in millions)Maximum
Loss Exposure
Liability
Recognized
Classification
Type:Type:
Low income housing partnerships
Low income housing partnerships
Low income housing partnershipsLow income housing partnerships$382 $129 (a)$587 $$223 (a)(a)
Other tax credit investments (b)Other tax credit investments (b)77 56 Other assetsOther tax credit investments (b)79 64 64 Other assetsOther assets
Small issuer trust preferred holdings (c)Small issuer trust preferred holdings (c)195 — Loans and leasesSmall issuer trust preferred holdings (c)173   Loans and leasesLoans and leases
On-balance sheet trust preferred securitizationOn-balance sheet trust preferred securitization27 87 (d)On-balance sheet trust preferred securitization26 88 88 (d)(d)
Holdings of agency mortgage-backed securities (c)Holdings of agency mortgage-backed securities (c)8,550 — (e)
Commercial loan troubled debt restructurings (f)98 — Loans and leases
Holdings of agency mortgage-backed securities (c)
Holdings of agency mortgage-backed securities (c)8,402  (e)
Commercial loan modifications to borrowers experiencing financial difficulty (f)Commercial loan modifications to borrowers experiencing financial difficulty (f)129  Loans and leases
Proprietary trust preferred issuances (g)Proprietary trust preferred issuances (g)— 167 Term borrowings
Proprietary trust preferred issuances (g)
Proprietary trust preferred issuances (g) 167 Term borrowings
(a)    Maximum loss exposure represents $253$364 million of current investments and $129$223 million of accrued contractual funding commitments. Accrued funding commitments represent unconditional contractual obligations for future funding events and are recognized in other liabilities. FHN currently expects to be required to fund these accrued commitments by the end of 2024.
(b)    Maximum loss exposure represents the value of current investments.
(c)    Maximum loss exposure represents the value of current investments. A liability is not recognized as FHN is solely a holder of the trusts’ securities.
(d)    Includes $112$113 million classified as loans and leases and $2 million classified as trading securities, which are offset by $87$88 million classified as term borrowings.
(e)    Includes $526$450 million classified as trading securities, $712 million$1.3 billion classified as securities held to maturity, and $7.3$6.6 billion classified as securities available for sale.
(f)    Maximum loss exposure represents $94$129 million of current receivables and $4 million ofwith no additional contractual funding commitments on loans related to commercial loan modifications to borrowers involved in a troubled debt restructuring.experiencing financial difficulty.
(g)    No exposure to loss due to nature of FHN's involvement.

Table 8.21.48.20.4
NONCONSOLIDATED VIEs AT YE 2020DECEMBER 31, 2022
(Dollars in millions)(Dollars in millions)Maximum
Loss Exposure
Liability
Recognized
Classification(Dollars in millions)Maximum
Loss Exposure
Liability
Recognized
Classification
Type:Type:
Low income housing partnerships
Low income housing partnerships
Low income housing partnershipsLow income housing partnerships$338 $132 (a)$463 $$154 (a)(a)
Other tax credit investments (b) Other tax credit investments (b) 64 42 Other assetsOther tax credit investments (b) 85 67 67 Other assetsOther assets
Small issuer trust preferred holdings (c)Small issuer trust preferred holdings (c)210 — Loans and leasesSmall issuer trust preferred holdings (c)171 — — Loans and leasesLoans and leases
On-balance sheet trust preferred securitizationOn-balance sheet trust preferred securitization32 82 (d)On-balance sheet trust preferred securitization27 87 87 (d)(d)
Holdings of agency mortgage-backed securities (c)Holdings of agency mortgage-backed securities (c)7,063 — (e)
Holdings of agency mortgage-backed securities (c)
Holdings of agency mortgage-backed securities (c)8,652 — (e)
Commercial loan troubled debt restructurings (f)Commercial loan troubled debt restructurings (f)186 — Loans and leasesCommercial loan troubled debt restructurings (f)53 — — Loans and leasesLoans and leases
Proprietary trust preferred issuances (g)Proprietary trust preferred issuances (g)— 287 Term borrowings
Proprietary trust preferred issuances (g)
Proprietary trust preferred issuances (g)— 167 Term borrowings
(a)Maximum loss exposure represents $206$309 million of current investments and $132$154 million of accrued contractual funding commitments. Accrued funding commitments represent unconditional contractual obligations for future funding events and are recognized in other liabilities. FHN currently expects to be required to fund these accrued commitments by the end of 2024.
(b)Maximum loss exposure represents the value of current investments.
(c)Maximum loss exposure represents the value of current investments. A liability is not recognized as FHN is solely a holder of the trusts’ securities.
(d)Includes $112 million classified as loans and leases and $2 million classified as trading securities, which are offset by $82$87 million classified as term borrowings.
(e)Includes $845$205 million classified as trading securities, $1.4 billion classified as securities held to maturity, and $6.2$7.1 billion classified as securities available for sale.
(f)Maximum loss exposure represents $176$53 million of current receivables and $10 million ofwith no additional contractual funding commitments on loans related to commercial borrowers involved in a troubled debt restructuring.
(g)No exposure to loss due to nature of FHN's involvement.


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20212023 FORM 10-K ANNUAL REPORT

ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 22—21—DERIVATIVES
Note 22—21—Derivatives
In the normal course of business, FHN utilizes various financial instruments (including derivative contracts and credit-related agreements) through its fixed income and risk management operations, as part of its risk management strategy and as a means to meet clients’ needs. Derivative instruments are subject to credit and market risks in excess of the amount recorded on the balance sheet as required by GAAP. The contractual or notional amounts of these financial instruments do not necessarily represent the amount of credit or market risk. However, they can be used to measure the extent of involvement in various types of financial instruments. Controls and monitoring procedures for these instruments have been established and are routinely reevaluated. The ALCO controls, coordinates, and monitors the usage and effectiveness of these financial instruments.
Credit risk represents the potential loss that may occur if a party to a transaction fails to perform according to the terms of the contract. The measure of credit exposure is the replacement cost of contracts with a positive fair value. FHN manages credit risk by entering into financial instrument transactions through national exchanges, primary dealers or approved counterparties, and by using mutual margining and master netting agreements whenever possible to limit potential exposure. FHN also maintains collateral posting requirements with certain counterparties to limit credit risk. Daily margin posted or received with central clearinghouses is considered a legal settlement of the related derivative contracts which results in a net presentation for each contract in the Consolidated Balance Sheets. Treatment of daily margin as a settlement has no effect on hedge accounting or gains/losses for the applicable derivative contracts. On December 31, 20212023 and 2020,2022, respectively, FHN had $181$406 million and $280$159 million of cash receivables and $102$33 million and $166$42 million of cash payables related to collateral posting under master netting arrangements, inclusive of collateral posted related to contracts with adjustable collateral posting thresholds and over-collateralized positions, with derivative counterparties. With exchange-traded contracts, the credit risk is limited to the clearinghouse used. For non-exchange traded instruments, credit risk may occur when there is a gain in the fair value of the financial instrument and the counterparty fails to perform according to the terms of the contract and/or when the collateral proves to be of insufficient value. See additional discussion regarding master netting agreements and collateral posting requirements later in this note under the heading “Master Netting and Similar Agreements.” Market risk represents the potential loss due to the decrease in the value of a financial instrument caused primarily by changes in interest rates or the prices of debt instruments. FHN manages market risk by establishing and monitoring limits on the types and degree of risk that may be undertaken.
FHN continually measures this risk through the use of models that measure value-at-risk and earnings-at-risk.
Derivative Instruments
FHN enters into various derivative contracts both to facilitate client transactions and as a risk management tool. Where contracts have been created for clients, FHN enters into upstream transactions with dealers to offset its risk exposure. Contracts with dealers that require central clearing are novated to a clearing agent who becomes FHN’s counterparty. Derivatives are also used as a risk management tool to hedge FHN’s exposure to changes in interest rates or other defined market risks.
Forward contracts are over-the-counter contracts where two parties agree to purchase and sell a specific quantity of a financial instrument at a specified price, with delivery or settlement at a specified date. Futures contracts are exchange-traded contracts where two parties agree to purchase and sell a specific quantity of a financial instrument at a specified price, with delivery or settlement at a specified date. Interest rate option contracts give the purchaser the right, but not the obligation, to buy or sell a specified quantity of a financial instrument, at a specified price, during a specified period of time. Caps and floors are options that are linked to a notional principal amount and an underlying indexed interest rate. Interest rate swaps involve the exchange of interest payments at specified intervals between two parties without the exchange of any underlying principal. Swaptions are options on interest rate swaps that give the purchaser the right, but not the obligation, to enter into an interest rate swap agreement during a specified period of time.
Trading Activities
FHNF trades U.S. Treasury, U.S. Agency, government-guaranteed loan, mortgage-backed, corporate and municipal fixed income securities, and other securities for distribution to clients. When these securities settle on a delayed basis, they are considered forward contracts. FHNF also enters into interest rate contracts, including caps, swaps, and floors, for its clients. In addition, FHNF enters into futures and option contracts to economically hedge interest rate risk associated with a portion of its securities inventory. These transactions are measured at fair value, with changes in fair value recognized in noninterest income. Related assets and liabilities are recorded on the Consolidated Balance Sheets as derivative assets and derivative liabilities within other assets and other liabilities. The FHNF Risk Committee and the Credit Risk Management Committee collaborate to mitigate credit risk related to these transactions. Credit risk is controlled through credit approvals, risk control limits, and ongoing monitoring procedures. Total trading revenues were $360$97 million, $371$157 million and $228$360 million for the years ended December 31, 2021, 20202023, 2022 and 2019,2021, respectively. Trading revenues are inclusive of both


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ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 22—21—DERIVATIVES
derivative and non-derivative financial instruments, and are included in fixed income on the Consolidated Statements of Income.
The following tables summarizetable summarizes derivatives associated with FHNF's trading activities as of December 31, 20212023 and 2020:2022:
Table 8.22.1a-b8.21.1
DERIVATIVES ASSOCIATED WITH TRADING
December 31, 2021 December 31, 2023
(Dollars in millions)(Dollars in millions)NotionalAssetsLiabilities(Dollars in millions)NotionalAssetsLiabilities
Customer interest rate contractsCustomer interest rate contracts$3,587 $84 $41 
Offsetting upstream interest rate contractsOffsetting upstream interest rate contracts3,587 4 8 
Option contracts purchased13   
Forwards and futures purchased
Forwards and futures purchased
Forwards and futures purchasedForwards and futures purchased4,430 2 9 
Forwards and futures soldForwards and futures sold5,044 10 2 
December 31, 2020 December 31, 2022
(Dollars in millions)(Dollars in millions)NotionalAssetsLiabilities(Dollars in millions)NotionalAssetsLiabilities
Customer interest rate contractsCustomer interest rate contracts$3,950 $207 $
Offsetting upstream interest rate contractsOffsetting upstream interest rate contracts3,950 17 
Option contracts purchased
Option contracts purchased
Option contracts purchased
Forwards and futures purchasedForwards and futures purchased10,795 62 — 
Forwards and futures soldForwards and futures sold11,633 65 
Interest Rate Risk Management
FHN’s ALCO focuses on managing market risk by controlling and limiting earnings volatility attributable to changes in interest rates. Interest rate risk exists to the extent that interest-earning assets and interest-bearing liabilities have different maturity or repricing characteristics. FHN uses derivatives, primarily swaps, that are designed to moderate the impact on earnings as interest rates change. Interest paid or received for swaps utilized by FHN to hedge the fair value of long termlong-term debt is recognized as an adjustment of the interest expense of the liabilities whose risk is being managed. FHN’s interest rate risk management policy is to use derivatives to hedge interest rate risk or market value of assets or liabilities,
not to speculate. In addition, FHN has entered into certain interest rate swaps and caps as a part of a product offering to commercial clients that includes customer
derivatives paired with upstream offsetting market instruments that, when completed, are designed to mitigate interest rate risk. These contracts do not qualify for hedge accounting and are measured at fair value with gains or losses included in current earnings in noninterest expense on the Consolidated Statements of Income.
FHN had designated a derivative transaction in a hedging strategy to manage interest rate risk on $500 million of senior debt prior to its maturity in December 2020. This transaction qualified for hedge accounting using the long-haul method. FHN early redeemed the $500 million senior debt in November 2020.
The following tables summarizetable summarizes FHN’s derivatives associated with interest rate risk management activities as of December 31, 20212023 and 2020:2022:
Table 8.21.2
DERIVATIVES ASSOCIATED WITH INTEREST RATE RISK MANAGEMENT
 December 31, 2023
(Dollars in millions)NotionalAssetsLiabilities
Customer Interest Rate Contracts Hedging 
Hedging Instruments and Hedged Items: 
Customer interest rate contracts$8,375 $21 $392 
Offsetting upstream interest rate contracts8,375 389 22 
 December 31, 2022
(Dollars in millions)NotionalAssetsLiabilities
Customer Interest Rate Contracts Hedging
Hedging Instruments and Hedged Items: 
Customer interest rate contracts$8,377 $$570 
Offsetting upstream interest rate contracts8,377 351 



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ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 22—21—DERIVATIVES
Table 8.22.2a-b
DERIVATIVES ASSOCIATED WITH INTEREST RATE RISK MANAGEMENT
 December 31, 2021
(Dollars in millions)NotionalAssetsLiabilities
Customer Interest Rate Contracts Hedging 
Hedging Instruments and Hedged Items: 
Customer interest rate contracts$8,037 $202 $29 
Offsetting upstream interest rate contracts8,037 4 15 
 December 31, 2020
(Dollars in millions)NotionalAssetsLiabilities
Customer Interest Rate Contracts Hedging
Hedging Instruments and Hedged Items: 
Customer interest rate contracts$6,868 $436 $
Offsetting upstream interest rate contracts6,868 35 
The following table summarizes gains (losses) on FHN’s derivatives associated with interest rate risk management activities for the years ended December 31, 2021, 2020,2023, 2022, and 2019:2021:
Table 8.22.38.21.3
DERIVATIVE GAINS (LOSSES) ASSOCIATED WITH INTEREST RATE RISK MANAGEMENT
Year Ended December 31,Year Ended December 31,
2023202320222021
(Dollars in millions)(Dollars in millions)Gains (Losses)Gains (Losses)
Customer Interest Rate Contracts Hedging
Hedging Instruments and Hedged Items:
Hedging Instruments and Hedged Items:
Hedging Instruments and Hedged Items:
Customer interest rate contracts (a)
Customer interest rate contracts (a)
Customer interest rate contracts (a)
Offsetting upstream interest rate contracts (a)
Year Ended December 31,
202120202019
(Dollars in millions)Gains (Losses)Gains (Losses)Gains (Losses)
Customer Interest Rate Contracts Hedging
Hedging Instruments and Hedged Items:
Customer interest rate contracts (a)$(268)$357 $92 
Offsetting upstream interest rate contracts (a)268 (357)(92)
Debt Hedging
Hedging Instruments:
Interest rate swaps (b)$ $$13 
Hedged Items:
Term borrowings (a) (c) (2)(13)
(a)Gains (losses) included in other expense within the Consolidated Statements of Income.
(b)Gains (losses) included in interest expense.
(c)Represents gains and losses attributable to changes in fair value due to interest rate risk as designated in ASC 815-20 hedging relationships.

Cash Flow Hedges
Prior to 2021, FHN hadentered into pay floating, receive fixed interest rate swaps designed to manage its exposure to the variability in cash flows related to interest payments on debt instruments. The debt instruments which primarily consistedconsist of held-to-maturity trust preferred loans.commercial loans that have variable interest payments that historically were based on 1-month LIBOR. In second quarter 2023, the remaining hedge was revised to reference 1-month Term SOFR after the cessation of LIBOR-based cash flows. In conjunction with the IBKC merger, FHN acquired interest rate contracts (floors and collars) which have beenwere re-designated as cash flow hedges. The debt instruments associated with these hedges also primarily consistconsisted of held-to-maturity commercial loans that havehad variable interest payments that were based on 1-month LIBOR. The last hedge acquired in conjunction with the IBKC merger matured in second quarter 2023.
In 2022, FHN entered into interest rate contracts (floors and swaps) which have been designated as cash flow hedges. These hedges reference 1-month Term SOFR and FHN has made certain elections under ASU 2020-04 to facilitate qualification for hedge accounting during the time that hedged items transition away from 1-Month LIBOR.
In a cash flow hedge, the entire change in the fair value of the interest rate swapderivatives included in the assessment of hedge effectiveness is initially recorded in OCI and is subsequently reclassified from OCI to current period earnings (interest income or interest expense) in the same period that the hedged item affects earnings.
The following tables summarize FHN’s derivative activities associated with cash flow hedges as of December 31, 20212023 and 2020:2022:
Table 8.21.4
DERIVATIVES ASSOCIATED WITH CASH FLOW HEDGES
 December 31, 2023
(Dollars in millions)NotionalAssetsLiabilities
Cash Flow Hedges 
Hedging Instruments: 
Interest rate contracts$5,200 $ $32 
Hedged Items:
Variability in cash flows related to debt instruments (primarily loans)N/A$5,200 N/A
 December 31, 2022
(Dollars in millions)NotionalAssetsLiabilities
Cash Flow Hedges
Hedging Instruments: 
Interest rate contracts$5,350 $— $71 
Hedged Items:
Variability in cash flows related to debt instruments (primarily loans)N/A$5,350 N/A



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ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 22—21—DERIVATIVES
Table 8.22.4a-b
DERIVATIVES ASSOCIATED WITH CASH FLOW HEDGES
 December 31, 2021
(Dollars in millions)NotionalAssetsLiabilities
Cash Flow Hedges 
Hedging Instruments: 
Interest rate contracts$1,100 $13 $ 
Hedged Items:
Variability in cash flows related to debt instruments (primarily loans)N/A$1,100 N/A
 December 31, 2020
(Dollars in millions)NotionalAssetsLiabilities
Cash Flow Hedges
Hedging Instruments: 
Interest rate contracts$1,250 $32 $— 
Hedged Items:
Variability in cash flows related to debt instruments (primarily loans)N/A$1,250 N/A
The following table summarizes gains (losses) on FHN’s derivatives associated with cash flow hedges for the years ended December 31, 2021, 2020,2023, 2022, and 2019:2021:
Table 8.22.58.21.5
DERIVATIVE GAINS (LOSSES) ASSOCIATED WITH CASH FLOW HEDGES
Year Ended December 31,
202120202019
Year Ended December 31,Year Ended December 31,
2023202320222021
(Dollars in millions)(Dollars in millions)Gains (Losses)Gains (Losses)Gains (Losses)(Dollars in millions)Gains (Losses)Gains (Losses)
Cash Flow HedgesCash Flow Hedges
Hedging Instruments:Hedging Instruments:
Hedging Instruments:
Hedging Instruments:
Interest rate contracts (a)
Interest rate contracts (a)
Interest rate contracts (a)Interest rate contracts (a)$29 $$21 
Gain (loss) recognized in other comprehensive income (loss)Gain (loss) recognized in other comprehensive income (loss)(3)15 11 
Gain (loss) reclassified from AOCI into interest incomeGain (loss) reclassified from AOCI into interest income(7)(6)
(a)Approximately $15$9 million of pre-tax gainslosses are expected to be reclassified into earnings in the next twelve months.

Other Derivatives
As part of the merger with IBKC, FHN acquiredhas mortgage banking operations that include the origination and sale of loans into the secondary market. As part of the origination of loans, FHN enters into interest rate lock commitments with borrowers.

Additionally, FHN enters into forward sales contracts with buyers for
delivery of loans at a future date. Both of these contracts qualify as freestanding derivatives and are recognized at fair value through earnings. The notional and fair values of these contracts are presented in the table below. Balances and activity for periods prior to the IBKC merger were not significant.
Table 8.22.6a-b8.21.6
DERIVATIVES ASSOCIATED WITH MORTGAGE BANKING HEDGES
December 31, 2021
(Dollars in millions)NotionalAssetsLiabilities
Mortgage Banking Hedges
Option contracts written$241 $4 $ 
Forward contracts written404  


December 31, 2023
(Dollars in millions)NotionalAssetsLiabilities
Mortgage Banking Hedges
Option contracts written$55 $1 $ 
Forward contracts written93  1 
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ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA(Dollars in millions)NotionalAssetsLiabilities
Table of ContentsMortgage Banking Hedges
Option contracts written$NOTE 22—DERIVATIVES35 $— $— 
Forward contracts written61 — — 
December 31, 2020
(Dollars in millions)NotionalAssetsLiabilities
Mortgage Banking Hedges
Option contracts written$667 $20 $— 
Forward contracts written725 — 
The following table summarizes gains (losses) on FHN's derivatives associated with mortgage banking activities for the years ended December 31, 20212023 and 2020:2022:
Table 8.22.78.21.7
DERIVATIVE GAINS (LOSSES) ASSOCIATED WITH MORTGAGE BANKING HEDGES
 Year Ended
December 31,
20212020
Year Ended December 31,Year Ended December 31,
2023202320222021
(Dollars in millions)(Dollars in millions)Gains (Losses)Gains (Losses)(Dollars in millions)Gains (Losses)Gains (Losses)
Mortgage Banking HedgesMortgage Banking Hedges
Option contracts writtenOption contracts written$15 $15 
Option contracts written
Option contracts written
Forward contracts writtenForward contracts written11 (37)
Forward contracts written
Forward contracts written
In conjunction with pre-2020 sales of Visa Class B shares, FHN entered into derivative transactions whereby FHN will make or receive cash payments whenever the conversion ratio of the Visa Class B shares into Visa Class A shares is adjusted. As of December 31, 20212023 and December 31, 2020,2022, the derivative liabilities associated with the sales of Visa Class
B shares were $23 million and $13$27 million, respectively. For the year ended December 31, 2021,2023 and 2022, FHN recognized $19$15 million and $22 million, respectively, in derivative valuation adjustments related to prior sales of Visa Class B shares. These derivative adjustments were insignificant for the year ended December 31, 2020. See Note 2423 - Fair Value of Assets and


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ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 21—DERIVATIVES
Liabilities for discussion of the valuation inputs and processes for these Visa-related derivatives.
FHN utilizes cross currency swaps and cross currency interest rate swaps to economically hedge its exposure to foreign currency risk and interest rate risk associated with non-U.S. dollar denominated loans. As of December 31, 20212023 and 2020,2022, these loans were valued at $7$17 million and $12$9 million, respectively. The balance sheet amount and the gains/losses associated with these derivatives were not significant.
Related to its loan participation/syndication activities, FHN enters into risk participation agreements, under which it assumes exposure for, or receives indemnification for, borrowers’ performance on underlying interest rate derivative contracts. FHN’s counterparties in these contracts are other lending institutions involved in the loan participation/syndication arrangements for which the underlying interest rate derivative contract is intended to hedge interest rate risk for the borrower. FHN will make (other institution is the lead bank) or receive (FHN is the lead bank) payments for risk participations if the borrower defaults on its obligation to perform under the terms of its interest rate derivative agreement with the lead bank in
the participation.
As of December 31, 20212023 and 2020,2022, the notional values of FHN’s risk participations were $257$351 million and $233$242 million of derivative assets and $500$874 million and $464$742 million of derivative liabilities, respectively. The notional value for risk participation/syndication agreements is consistent with the percentage of participation in the lending arrangement. FHN’s maximum exposure or benefit in the risk participation agreements is contingent on the fair value of the underlying interest rate derivative contracts for which the borrower is in a liability position at the time of default. FHN monitors the credit risk associated with the borrowers to which the risk participations relate through the same credit risk assessment process utilized for establishing credit loss estimates for its loan portfolio. These credit risk estimates are included in the determination of fair value for the risk participations. Assuming all underlying third party customers referenced in the swap contracts defaulted at December 31, 20212023 and 2020,2022, the exposure from these agreements would not be material based on the fair value of the underlying swaps.
In conjunction with the IBKC merger, FHN obtainedholds certain certificates of deposit with the rate of return based on an equity index which is considered an embedded derivative as a written option that must be separately recognized. The risks of the written option are offset by purchasing an option with terms that mirror the written option, which is also carried at fair value on the Company’s Consolidated Balance Sheets. As of December 31, 20212023 and 2020,2022, FHN had recognized $1 millionan insignificant amount of both assets and liabilities associated with these contracts.
Master Netting and Similar Agreements
FHN uses master netting agreements, mutual margining agreements and collateral posting requirements to minimize credit risk on derivative contracts. Master netting and similar agreements are used when


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ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 22—DERIVATIVES
counterparties have multiple derivatives contracts that allow for a “right of setoff,” meaning that a counterparty may net offsetting positions and collateral with the same counterparty under the contract to determine a net receivable or payable. The following discussion provides an overview of these arrangements which may vary due to the derivative type and market in which a derivative transaction is executed.
Interest rate derivatives are subject to agreements consistent with standard agreement forms of the ISDA. Currently, all interest rate derivative contracts are entered into as over-the-counter transactions and collateral posting requirements are based on the net asset or liability position with each respective counterparty. For contracts that require central clearing, novation to a counterparty with access to a clearinghouse occurs and initial margin is posted.
Cash margin received (posted) that is considered settlements for the derivative contracts is included in the respective derivative asset (liability) value. Cash margin that is considered collateral received (posted) for interest rate derivatives is recognized as a liability (asset) on FHN’s Consolidated Balance Sheet.Sheets.
Interest rate derivatives with clients that are smaller financial institutions typically require posting of collateral by the counterparty to FHN. This collateral is subject to a threshold with daily adjustments based upon changes in the level or fair value of the derivative position. Positions and related collateral can be netted in the event of default. Collateral pledged by a counterparty is typically cash or securities. The securities pledged as collateral are not recognized within FHN’s Consolidated Balance Sheets. Interest rate derivatives associated with lending arrangements share the collateral with the related loan(s). The derivative and loan positions may be netted in the event of default. For disclosure purposes, the entire collateral amount is allocated to the loan.
Interest rate derivatives with larger financial institutions entered into prior to required central clearing typically contain provisions whereby the collateral posting thresholds under the agreements adjust based on the credit ratings of both counterparties. If the credit rating of FHN and/or First Horizon Bank is lowered, FHN could be required to post additional collateral with the counterparties. Conversely, if the credit rating of FHN and/or First Horizon Bank is increased, FHN could have collateral released and be required to post less collateral in the future. Also, if a counterparty’s credit ratings were to decrease, FHN and/or First Horizon Bank could require the posting of additional collateral; whereas if a counterparty’s credit ratings were to increase, the


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ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 21—DERIVATIVES
counterparty could require the release of excess collateral. Collateral for these arrangements is adjusted daily based on changes in the net fair value position with each counterparty.
The net fair value, determined by individual counterparty, of all derivative instruments with adjustable collateral posting thresholds was $67$12 million of assets and $26$188 million of liabilities on December 31, 2021,2023, and $200$5 million of assets and $5$268 million of liabilities on December 31, 2020.2022. As of December 31, 20212023 and 2020,2022, FHN had received collateral of $205$95 million and $320$106 million and posted collateral of $14$83 million and $34$61 million, respectively, in the normal course of business related to these agreements.
Certain agreements entered into prior to required central clearing also contain accelerated termination provisions, inclusive of the right of offset, if a counterparty’s credit rating falls below a specified level. If a counterparty’s debt rating (including FHN’s and First Horizon Bank's) were to fall below these minimums, these provisions would be triggered, and the counterparties could terminate the agreements and require immediate settlement of all derivative contracts under the agreements. The net fair value, determined by individual counterparty, of all interest rate derivative instruments with credit-risk-related contingent accelerated termination provisions was $74$12 million of assets and $30$188 million of liabilities on December 31, 2021,2023, and $216$378 million of assets and $17$268 million of liabilities on
December 31, 2020.2022. As of December 31, 20212023 and 2020,2022, FHN had received collateral of $213$95 million and $343$479 million and posted collateral of $18$83 million and $53$61 million, respectively, in the normal course of business related to these contracts.
FHNF buys and sells various types of securities for its clients. When these securities settle on a delayed basis, they are considered forward contracts, and are generally not subject to master netting agreements. For futures and options, FHN transacts through a third party, and the transactions are subject to margin and collateral maintenance requirements. In the event of default, open positions can be offset along with the associated collateral.
For this disclosure, FHN considers the impact of master netting and other similar agreements which allow FHN to settle all contracts with a single counterparty on a net basis and to offset the net derivative asset or liability position with the related securities and cash collateral. The application of the collateral cannot reduce the net derivative asset or liability position below zero, and therefore any excess collateral is not reflected in the following tables.
The following table provides details of derivative assets and collateral received as presented on the Consolidated Balance Sheets as of December 31, 20212023 and 2020:2022:


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ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 22—DERIVATIVES
Table 8.22.88.21.8
DERIVATIVE ASSETS & COLLATERAL RECEIVED
   Gross amounts not offset in the Balance Sheets   Gross amounts not offset in the Balance Sheets 
(Dollars in millions)(Dollars in millions)Gross amounts
of recognized
assets
Gross amounts
offset in the
Balance Sheets
Net amounts of
assets presented
in the Balance Sheets (a)
Derivative liabilities
available for
offset
Collateral
received
Net amount(Dollars in millions)Gross amounts
of recognized
assets
Gross amounts
offset in the
Balance Sheets
Net amounts of
assets presented
in the Balance Sheets (a)
Derivative liabilities
available for
offset
Collateral
received
Net amount
Derivative assets:Derivative assets:
December 31, 2021
December 31, 2023
December 31, 2023
December 31, 2023
Interest rate derivative contracts
Interest rate derivative contracts
Interest rate derivative contractsInterest rate derivative contracts$311 $ $311 $(32)$(181)$98 
Forward contractsForward contracts12  12 (4)(3)5 
$
$323 $ $323 $(36)$(184)$103 
December 31, 2020
December 31, 2022
December 31, 2022
December 31, 2022
Interest rate derivative contracts
Interest rate derivative contracts
Interest rate derivative contractsInterest rate derivative contracts$702 $— $702 $(7)$(327)$368 
Forward contractsForward contracts63 — 63 (14)(20)29 
$
$765 $— $765 $(21)$(347)$397 
(a)Included in other assets on the Consolidated Balance Sheets. As of December 31, 20212023 and 2020, $22022, $1 million and $4$2 million, respectively, of derivative assets have been excluded from these tables because they are generally not subject to master netting or similar agreements.


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ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 21—DERIVATIVES
The following table provides details of derivative liabilities and collateral pledged as presented on the Consolidated Balance Sheets as of December 31, 20212023 and 2020:2022:
Table 8.22.98.21.9
DERIVATIVE LIABILITIES & COLLATERAL PLEDGED
Gross amounts not offset  in the Balance Sheets
Gross amounts not offset in the Balance Sheets
(Dollars in millions)
(Dollars in millions)
(Dollars in millions)(Dollars in millions)Gross amounts
of recognized
liabilities
Gross
 amounts
offset in the
Balance Sheets
Net amounts of
liabilities presented
in the Balance Sheets (a)
Derivative assets
available for
offset
Collateral
pledged
Net amountGross amounts
of recognized
liabilities
Gross
 amounts
offset in the
Balance Sheets
Net amounts of
liabilities presented
in the Balance Sheets (a)
Derivative assets
available for
offset
Collateral
pledged
Net amount
Derivative liabilities:Derivative liabilities:
December 31, 2021
December 31, 2023
December 31, 2023
December 31, 2023
Interest rate derivative contracts
Interest rate derivative contracts
Interest rate derivative contractsInterest rate derivative contracts$93 $ $93 $(32)$(38)$23 
Forward contractsForward contracts10  10 (4)(1)5 
$
$103 $ $103 $(36)$(39)$28 
December 31, 2020
December 31, 2022
December 31, 2022
December 31, 2022
Interest rate derivative contracts
Interest rate derivative contracts
Interest rate derivative contractsInterest rate derivative contracts$60 $— $60 $(7)$(31)$22 
Forward contractsForward contracts65 — 65 (14)(51)— 
$
$125 $— $125 $(21)$(82)$22 
(a)Included in other liabilities on the Consolidated Balance Sheets. As of December 31, 20212023 and 2020,2022, $24 million and $22$29 million, respectively, of derivative liabilities (primarily Visa-related derivatives) have been excluded from these tables because they are generally not subject to master netting or similar agreements.



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ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 23—22—MASTER NETTING & SIMILAR AGREEMENTS
Note 23—22—Master Netting and Similar Agreements – Repurchase, Reverse Repurchase, and Securities Borrowing Transactions
For repurchase, reverse repurchase and securities borrowing transactions, FHN and each counterparty have the ability to offset all open positions and related collateral in the event of default. Due to the nature of these transactions, the value of the collateral for each transaction approximates the value of the corresponding receivable or payable. For repurchase agreements through FHN’s fixed income business (securities purchased under agreements to resell and securities sold under agreements to repurchase), transactions are collateralized by securities and/or government guaranteed loans which are delivered on the settlement date and are maintained throughout the term of the transaction. For FHN’s repurchase agreements through banking activities (securities sold under agreements to repurchase), securities are typically pledged at settlement and not released until maturity. For asset positions, the collateral is not included on FHN’s Consolidated Balance Sheets. For liability positions, securities collateral pledged by FHN is generally represented within FHN’s trading or available-for-sale securities portfolios.
For this disclosure, FHN considers the impact of master netting and other similar agreements that allow FHN to settle all contracts with a single counterparty on a net basis and to offset the net asset or liability position with the related securities collateral. The application of the collateral cannot reduce the net asset or liability position below zero, and therefore any excess collateral is not reflected in the tables below.
Securities purchased under agreements to resell is included in federal funds sold and securities purchased under agreements to resell in the Consolidated Balance Sheets. Securities sold under agreements to repurchase is included in short-term borrowings.
The following table provides details of securities purchased under agreements to resell and collateral pledged by counterparties as of December 31, 20212023 and 2020:2022:
Table 8.23.18.22.1
SECURITIES PURCHASED UNDER AGREEMENTS TO RESELL
   Gross amounts not offset in the
Balance Sheets
   Gross amounts not offset in the
Balance Sheets
 
(Dollars in millions)(Dollars in millions)Gross amounts
of recognized
assets
Gross amounts
offset in the
Balance Sheets
Net amounts of
assets presented
in the Balance Sheets
Offsetting
securities sold
under agreements
to repurchase
Securities collateral
(not recognized on
FHN’s Balance Sheets)
Net amount(Dollars in millions)Gross amounts
of recognized
assets
Gross amounts
offset in the
Balance Sheets
Net amounts of
assets presented
in the Balance Sheets
Offsetting
securities sold
under agreements
to repurchase
Securities collateral
(not recognized on
FHN’s Balance Sheets)
Net amount
Securities purchased under agreements to resell:Securities purchased under agreements to resell:
2021$488 $ $488 $(10)$(476)$2 
2020380 — 380 — (379)
2023
2023
2023
2022
The following table provides details of securities sold under agreements to repurchase and collateral pledged by FHN as of December 31, 20212023 and 2020:2022:
Table 8.23.28.22.2
SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE
    Gross amounts not offset in the
Balance Sheets
 
(Dollars in millions)Gross amounts
of recognized
liabilities
Gross amounts
offset in the
Balance Sheets
Net amounts of
liabilities presented
in the Balance Sheets
Offsetting securities
purchased under
agreements to resell
Securities/
government
guaranteed loans
collateral
Net amount
Securities sold under agreements to repurchase:
2021$1,247 $ $1,247 $(10)$(1,237)$ 
20201,187 — 1,187 — (1,187)— 


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ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 23—MASTER NETTING & SIMILAR AGREEMENTS
    Gross amounts not offset in the
Balance Sheets
 
(Dollars in millions)Gross amounts
of recognized
liabilities
Gross amounts
offset in the
Balance Sheets
Net amounts of
liabilities presented
in the Balance Sheets
Offsetting securities
purchased under
agreements to resell
Securities/
government
guaranteed loans
collateral
Net amount
Securities sold under agreements to repurchase:
2023$1,921 $ $1,921 $ $(1,921)$ 
20221,013 — 1,013 (10)(1,003)— 
Due to the short duration of securities sold under agreements to repurchase and the nature of collateral involved, the risks associated with these transactions are considered minimal.


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ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 22—MASTER NETTING & SIMILAR AGREEMENTS
The following tables providetable provides details, by collateral type, of the remaining contractual maturity of securities sold under agreements to repurchase as of December 31, 20212023 and 2020:2022:
Tables 8.23.3a-bTable 8.22.3
MATURITIES OF SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE
December 31, 2021 December 31, 2023
(Dollars in millions)(Dollars in millions)Overnight and
Continuous
Up to 30 DaysTotal(Dollars in millions)Overnight and
Continuous
Up to 30 DaysTotal
Securities sold under agreements to repurchase:Securities sold under agreements to repurchase:
U.S. treasuries$33 $ $33 
Government agency issued MBSGovernment agency issued MBS1,068  1,068 
Government agency issued MBS
Government agency issued MBS
Government agency issued CMO
Other U.S. government agenciesOther U.S. government agencies31  31 
Government guaranteed loans (SBA and USDA)115  115 
Total securities sold under agreements to repurchaseTotal securities sold under agreements to repurchase$1,247 $ $1,247 
Total securities sold under agreements to repurchase
Total securities sold under agreements to repurchase
December 31, 2020December 31, 2022
(Dollars in millions)(Dollars in millions)Overnight and
Continuous
Up to 30 DaysTotal(Dollars in millions)Overnight and
Continuous
Up to 30 DaysTotal
Securities sold under agreements to repurchase:Securities sold under agreements to repurchase:
U.S. treasuriesU.S. treasuries$284 $— $284 
U.S. treasuries
U.S. treasuries
Government agency issued MBSGovernment agency issued MBS616 — 616 
Government agency issued CMOGovernment agency issued CMO10 — 10 
Other U.S. government agenciesOther U.S. government agencies151 — 151 
Government guaranteed loans (SBA and USDA)126 — 126 
Total securities sold under agreements to repurchase
Total securities sold under agreements to repurchase
Total securities sold under agreements to repurchaseTotal securities sold under agreements to repurchase$1,187 $— $1,187 


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ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 24—23—FAIR VALUE OF ASSETS AND LIABILITIES
Note 24—23—Fair Value of Assets and Liabilities
FHN groups its assets and liabilities measured at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. This hierarchy requires FHN to maximize the use of observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. Each fair value measurement is placed into the proper level based on the lowest level of significant input. These levels are:
Level 1—Valuation is based upon quoted prices for identical instruments traded in active markets.
Level 2—Valuation is based upon quoted prices for similar instruments in active markets, quoted prices
for identical or similar instruments in markets that are not active, and model-based valuation techniques for
which all significant assumptions are observable in the market.
Level 3—Valuation is generated from model-based techniques that use significant assumptions not observable in the market. These unobservable assumptions reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include use of option pricing models, discounted cash flow models, and similar techniques.



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ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 23—FAIR VALUE OF ASSETS AND LIABILITIES
Recurring Fair Value Measurements
The following tables presenttable presents the balances of assets and liabilities measured at fair value on a recurring basis as of December 31, 20212023 and 2020: 2022:

Table 8.23.1
BALANCES OF ASSETS & LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS
 December 31, 2023
(Dollars in millions)Level 1Level 2Level 3Total
Trading securities:
U.S. treasuries$— $$— $
Government agency issued MBS— 114 — 114 
Government agency issued CMO— 336 — 336 
Other U.S. government agencies— 152 — 152 
States and municipalities— 17 — 17 
Corporate and other debt— 777 — 777 
Interest-only strips (elected fair value)— — 13 13 
Total trading securities— 1,399 13 1,412 
Loans held for sale (elected fair value)— 42 26 68 
Securities available for sale:
Government agency issued MBS— 4,484 — 4,484 
Government agency issued CMO— 2,146 — 2,146 
Other U.S. government agencies— 1,172 — 1,172 
States and municipalities— 589 — 589 
Total securities available for sale— 8,391 — 8,391 
Other assets:
Deferred compensation mutual funds102 — — 102 
Equity, mutual funds, and other34 — — 34 
Derivatives, forwards and futures— — 
Derivatives, interest rate contracts— 568 — 568 
Total other assets145 568 — 713 
Total assets$145 $10,400 $39 $10,584 
Trading liabilities:
U.S. treasuries$— $426 $— $426 
Government agency issued MBS— — 
Corporate and other debt— 82 — 82 
Total trading liabilities— 509 — 509 
Other liabilities:
Derivatives, forwards and futures10 — — 10 
Derivatives, interest rate contracts— 666 — 666 
Derivatives, other— — 23 23 
Total other liabilities10 666 23 699 
Total liabilities$10 $1,175 $23 $1,208 



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ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 24—23—FAIR VALUE OF ASSETS AND LIABILITIES
Tables 8.24.1a-b
BALANCES OF ASSETS & LIABILITIES
MEASURED AT FAIR VALUE ON A RECURRING BASIS
 December 31, 2021
(Dollars in millions)Level 1Level 2Level 3Total
Trading securities:
U.S. treasuries$— $85 $— $85 
Government agency issued MBS— 464 — 464 
Government agency issued CMO— 62 — 62 
Other U.S. government agencies— 276 — 276 
States and municipalities— 34 — 34 
Corporate and other debt— 642 — 642 
Interest-only strips (elected fair value)— — 38 38 
Total trading securities— 1,563 38 1,601 
Loans held for sale (elected fair value)— 230 28 258 
Securities available for sale:
Government agency issued MBS— 5,055 — 5,055 
Government agency issued CMO— 2,257 — 2,257 
Other U.S. government agencies— 850 — 850 
States and municipalities— 545 — 545 
Total securities available for sale— 8,707 — 8,707 
Other assets:
Deferred compensation mutual funds125 — — 125 
Equity, mutual funds, and other25 — — 25 
Derivatives, forwards and futures12 — — 12 
Derivatives, interest rate contracts— 311 — 311 
Derivatives, other— — 
Total other assets162 312 — 474 
Total assets$162 $10,812 $66 $11,040 
Trading liabilities:
U.S. treasuries$— $334 $— $334 
Government issued agency MBS— — 
Corporate and other debt— 91 — 91 
Total trading liabilities— 426 — 426 
Other liabilities:
Derivatives, forwards and futures11 — — 11 
Derivatives, interest rate contracts— 93 — 93 
Derivatives, other— 23 24 
Total other liabilities11 94 23 128 
Total liabilities$11 $520 $23 $554 

December 31, 2022
(Dollars in millions)Level 1Level 2Level 3Total
Trading securities:
U.S. treasuries$— $101 $— $101 
Government agency issued MBS— 144 — 144 
Government agency issued CMO— 61 — 61 
Other U.S. government agencies— 115 — 115 
States and municipalities— 54 — 54 
Corporate and other debt— 875 — 875 
Interest-only strips (elected fair value)— — 25 25 
Total trading securities— 1,350 25 1,375 
Loans held for sale (elected fair value)— 29 22 51 
Securities available for sale:
Government agency issued MBS— 4,763 — 4,763 
Government agency issued CMO— 2,313 — 2,313 
Other U.S. government agencies— 1,163 — 1,163 
States and municipalities— 597 — 597 
Total securities available for sale— 8,836 — 8,836 
Other assets:
Deferred compensation mutual funds112 — — 112 
Equity, mutual funds, and other22 — — 22 
Derivatives, forwards and futures— — 
Derivatives, interest rate contracts— 449 — 449 
Derivatives, other— — 
Total other assets143 451 — 594 
Total assets$143 $10,666 $47 $10,856 
Trading liabilities:
U.S. treasuries$— $275 $— $275 
Government agency issued MBS— — 
Corporate and other debt— 58 — 58 
Total trading liabilities— 335 — 335 
Other liabilities:
Derivatives, forwards and futures— — 
Derivatives, interest rate contracts— 922 — 922 
Derivatives, other— 27 28 
Total other liabilities923 27 958 
Total liabilities$$1,258 $27 $1,293 


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ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 24—23—FAIR VALUE OF ASSETS AND LIABILITIES
December 31, 2020
(Dollars in millions)Level 1Level 2Level 3Total
Trading securities:
U.S. treasuries$— $81 $— $81 
Government agency issued MBS— 633 — 633 
Government agency issued CMO— 212 — 212 
Other U.S. government agencies— 62 — 62 
States and municipalities— — 
Corporate and other debt— 181 — 181 
Total trading securities— 1,176 — 1,176 
Loans held for sale (elected fair value)— 393 12 405 
Loans held for investment (elected fair value)— — 16 16 
Securities available for sale:
U.S. treasuries— 613 — 613 
Government agency issued MBS— 3,812 — 3,812 
Government agency issued CMO— 2,406 — 2,406 
Other U.S. government agencies— 684 — 684 
States and municipalities— 460 — 460 
Corporate and other debt— 40 — 40 
Interest-only strips (elected fair value)— — 32 32 
Total securities available for sale— 8,015 32 8,047 
Other assets:
Deferred compensation mutual funds118 — — 118 
Equity, mutual funds, and other25 — — 25 
Derivatives, forwards and futures63 — — 63 
Derivatives, interest rate contracts— 702 — 702 
Derivatives, other— — 
Total other assets206 706 — 912 
Total assets$206 $10,290 $60 $10,556 
Trading liabilities:
U.S. treasuries$— $307 $— $307 
Government agency issued MBS— — 
Corporate and other debt— 43 — 43 
Total trading liabilities— 353 — 353 
Other liabilities:
Derivatives, forwards and futures71 — — 71 
Derivatives, interest rate contracts— 60 — 60 
Derivatives, other— 14 18 
Total other liabilities71 64 14 149 
Total liabilities$71 $417 $14 $502 


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ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 24—FAIR VALUE OF ASSETS AND LIABILITIES
Changes in Recurring Level 3 Fair Value Measurements
The changes in Level 3 assets and liabilities measured at fair value for the years ended December 31, 2021, 20202023, 2022 and 20192021 on a recurring basis are summarized as follows:
Tables 8.24.2a-b-cTable 8.23.2
CHANGES IN LEVEL 3 ASSETS & LIABILITIES MEASURED AT FAIR VALUE
Year Ended December 31, 2021 Year Ended December 31, 2023 
(Dollars in millions)(Dollars in millions)Interest-only stripsLoans held for saleLoans held for investmentNet  derivative
liabilities
 (Dollars in millions)Interest-only stripsLoans held for saleNet  derivative
liabilities
 
Balance on January 1, 2021$32 $12 $16 $(14)
Balance on January 1, 2023
Total net gains (losses) included in net income
Total net gains (losses) included in net income
Total net gains (losses) included in net incomeTotal net gains (losses) included in net income— (19)
PurchasesPurchases— 10 — — 
Purchases
Purchases
Sales
Sales
SalesSales(68)(18)— — 
SettlementsSettlements— (3)(2)10 
Settlements
Settlements
Net transfers into (out of) Level 3Net transfers into (out of) Level 371 (b)26 (e)(14)(e)— 
Balance on December 31, 2021$38 $28 $— $(23)
Net transfers into (out of) Level 3
Net transfers into (out of) Level 3
Balance on December 31, 2023
Balance on December 31, 2023
Balance on December 31, 2023
Net unrealized gains (losses) included in net incomeNet unrealized gains (losses) included in net income$(2)(c)$(a)$— $(19)(d)
Net unrealized gains (losses) included in net income
Net unrealized gains (losses) included in net income$(1)(c)$4 (a)$(15)(d)
Year Ended December 31, 2020 Year Ended December 31, 2022 
(Dollars in millions)(Dollars in millions)Trading
securities
 Interest-only strips- AFSLoans held for sale Loans held for investmentNet  derivative
liabilities
 (Dollars in millions)Interest-only stripsLoans held for sale Net  derivative
liabilities
 
Balance on January 1, 2020$$19 $14 $— $(23)
Acquired— — — 14 — 
Balance on January 1, 2022
Total net gains (losses) included in net income
Total net gains (losses) included in net income
Total net gains (losses) included in net incomeTotal net gains (losses) included in net income(1)(6)— (1)
PurchasesPurchases— — — — 
Purchases
Purchases
Sales
Sales
SalesSales— (11)— (4)— 
SettlementsSettlements— — (3)(3)10 
Settlements
Settlements
Repayments
Repayments
Repayments
Net transfers into (out of) Level 3Net transfers into (out of) Level 3— 24 (b)— — 
Balance on December 31, 2020$— $32 $12  $16 $(14)
Net transfers into (out of) Level 3
Net transfers into (out of) Level 3
Balance on December 31, 2022
Balance on December 31, 2022
Balance on December 31, 2022
Net unrealized gains (losses) included in net incomeNet unrealized gains (losses) included in net income$— (a)$(4)(c)$(a)$— $(1)(d)
Net unrealized gains (losses) included in net income
Net unrealized gains (losses) included in net income$(2)(c)$— (a)$(23)(d)
Year Ended December 31, 2019
(Dollars in millions)(Dollars in millions)Trading
securities
 Interest-only strips- AFSLoans held for sale Net  derivative
liabilities
Balance on January 1, 2019$$10 $16 $(32)
(Dollars in millions)
(Dollars in millions)
Balance on January 1, 2021
Balance on January 1, 2021
Balance on January 1, 2021
Total net gains (losses) included in net income
Total net gains (losses) included in net income
Total net gains (losses) included in net incomeTotal net gains (losses) included in net income— (5)(4)
PurchasesPurchases— — — — 
Purchases
Purchases
Sales
Sales
SalesSales— (47)— — 
SettlementsSettlements(1)— (4)13 
Settlements
Settlements
Net transfers into (out of) Level 3Net transfers into (out of) Level 3— 61 (b)— — 
Balance on December 31, 2019$$19 $14 $(23)
Net transfers into (out of) Level 3
Net transfers into (out of) Level 3
Balance on December 31, 2021
Balance on December 31, 2021
Balance on December 31, 2021
Net unrealized gains (losses) included in net incomeNet unrealized gains (losses) included in net income$— (a)$(2)(c)$(a)$(4)(d)
Net unrealized gains (losses) included in net income
Net unrealized gains (losses) included in net income$(2)(c)$(a)$— $(19)(d)
(a)Primarily included in mortgage banking and title income on the Consolidated Statements of Income.
(b)Transfers into interest-only strips level 3 measured on a recurring basis reflect movements from loans held for sale (Level 2 nonrecurring).
(c)Primarily included in fixed income on the Consolidated Statements of Income.
(d)Included in other expense.expense on the Consolidated Statements of Income.
(e)The loans held for investment at fair value option portfolio was transferred to the loans held for sale portfolio on April 1, 2021.



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ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 24—FAIR VALUE OF ASSETS AND LIABILITIES
There were no net unrealized gains (losses) for Level 3 assets and liabilities included in other comprehensive income as of December 31, 2021, 20202023, 2022 and 2019.2021.


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NOTE 23—FAIR VALUE OF ASSETS AND LIABILITIES
Nonrecurring Fair Value Measurements
From time to time, FHN may be required to measure certain other financial assets at fair value on a nonrecurring basis in accordance with GAAP. These adjustments to fair value usually result from the
application of lower of cost or market (LOCOM) accounting or write-downs of individual assets. For assets
measured at fair value on a nonrecurring basis which were still held on the Consolidated Balance Sheets at December 31, 2021, 20202023, 2022 and 2019,2021, respectively, the following tables providetable provides the level of valuation assumptions used to determine each adjustment and the related carrying value.
Tables 8.24.3a-b-cTable 8.23.3
LEVEL OF VALUATION ASSUMPTIONS FOR ASSETS
MEASURED AT FAIR VALUE ON A NON-RECURRING BASIS
Carrying value at December 31, 2021Year Ended December 31, 2021 Carrying value at December 31, 2023Year Ended December 31, 2023
(Dollars in millions)(Dollars in millions)Level 1Level 2Level 3TotalNet gains (losses)(Dollars in millions)Level 1Level 2Level 3TotalNet gains (losses)
Loans held for sale—SBAs and USDALoans held for sale—SBAs and USDA$— $852 $$853 $(2)
Loans held for sale—first mortgages— — — 
Loans and leases (a)
Loans and leases (a)
Loans and leases (a)Loans and leases (a)— — 84 84 (13)
OREO (b)OREO (b)— — (1)
Other assets (c)Other assets (c)— — 30 30 (2)
$
$(18)
Carrying value at December 31, 2020Year Ended December 31, 2020Carrying value at December 31, 2022Year Ended December 31, 2022
(Dollars in millions)(Dollars in millions)Level 1Level 2Level 3TotalNet gains (losses)(Dollars in millions)Level 1Level 2Level 3TotalNet gains (losses)
Loans held for sale—SBAs and USDALoans held for sale—SBAs and USDA$— $508 $$509 $(3)
Loans held for sale—first mortgages— — — 
Loans held for sale—SBAs and USDA
Loans held for sale—SBAs and USDA
Loans and leases (a)
Loans and leases (a)
Loans and leases (a)Loans and leases (a)— — 77 77 (12)
OREO (b)OREO (b)— — 15 15 (1)
Other assets (c)Other assets (c)— — (2)
$
$(18)
Carrying value at December 31, 2019Year Ended December 31, 2019Carrying value at December 31, 2021Year Ended December 31, 2021
(Dollars in millions) (Dollars in millions) Level 1Level 2Level 3TotalNet gains (losses)(Dollars in millions) Level 1Level 2Level 3TotalNet gains (losses)
Loans held for sale—SBAs and USDALoans held for sale—SBAs and USDA$— $493 $$494 $(2)
Loans held for sale—SBAs and USDA
Loans held for sale—SBAs and USDA
Loans held for sale—first mortgagesLoans held for sale—first mortgages— — — 
Loans and leases (a)Loans and leases (a)— — 42 42 (7)
OREO (b)OREO (b)— — 16 16 (1)
Other assets (c)Other assets (c)— — 11 11 (2)
$
$(12)
(a)Represents carrying value of loans for which adjustments are required to be based on the appraised value of the collateral less estimated costs to sell. Write-downs on these loans are recognized as part of provision for credit losses.
(b)Represents the fair value and related losses of foreclosed properties that were measured subsequent to their initial classification as OREO. Balance excludes OREO related to government insuredgovernment-insured mortgages.
(c)Represents tax credit investments accounted for under the equity method.

In 2021, FHN recognized $34 million of fixed asset impairments and $3 million of leased asset impairments. In 2020, FHN recognized $7 million of fixed asset impairments and $6 million of leased asset impairments. These impairments were primarily related to continuing acquisition integration efforts associated with reduction of
leased office space and banking center optimization. These amounts were primarily recognized in the Corporate segment.

In 2019, FHN recognized $4 million of impairments related to dispositions of acquired properties and $1 million of


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NOTE 24—FAIR VALUE OF ASSETS AND LIABILITIES
leased asset impairments related to continuing acquisition integration efforts associated with reduction of leased office space and banking center optimization. Related to its restructuring, repositioning, and efficiency efforts, FHN recognized $13 million of impairments for tangible long-lived assets and lease assets. Related to its rebranding initiative, FHNrecognized $7 million of impairments for long-lived tangible assets, primarily signage. These amounts were primarily recognized in the Corporate segment.

Lease asset impairments recognized represent the reduction in value of the right-of-use assets associated with leases that are being exited in advance of the contractual lease expiration.
Impairments are measured using a discounted cash flow methodology, which is considered a Level 3 valuation.
Impairments of long-lived tangible assets reflect locations where the associated land and building are either owned
or leased. The fair values of owned sites were determined using estimated sales prices from appraisals and broker opinions less estimated costs to sell with adjustments upon final disposition. The fair values of owned assets in leased sites (e.g., leasehold improvements) were determined using a discounted cash flow approach, based on the revised estimated useful lives of the related assets. Both measurement methodologies are considered Level 3 valuations. Impairment adjustments recognized upon disposition of a location are considered Level 2 valuations.


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NOTE 23—FAIR VALUE OF ASSETS AND LIABILITIES
For the year ended December 31, 2023, FHN recognized leased asset impairments of $1 million and fixed asset impairments were immaterial. Both fixed asset and leased asset impairments were immaterial for 2022. In 2021, FHN recognized $34 million of fixed asset impairments and $3 million of leased asset impairments. These
impairments were primarily related to acquisition integration efforts associated with reduction of leased office space and banking center optimization. These amounts were primarily recognized in the Corporate segment.
Level 3 Measurements
The following tables providetable provides information regarding the unobservable inputs utilized in determining the fair value of Level 3 recurring and non-recurring measurements as of December 31, 20212023 and 2020:

2022:

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ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 24—FAIR VALUE OF ASSETS AND LIABILITIES
Tables 8.24.4a-bTable 8.23.4
UNOBSERVABLE INPUTS USED
IN LEVEL 3 FAIR VALUE MEASUREMENTS
(Dollars in millions)(Dollars in millions)Values Utilized(Dollars in millions)Values Utilized
Level 3 ClassLevel 3 ClassFair Value at December 31, 2021Valuation TechniquesUnobservable InputRangeWeighted Average (d)Level 3 ClassFair Value at December 31, 2023Valuation TechniquesUnobservable InputRangeWeighted Average (d)
Trading securities - SBA interest-only stripsTrading securities - SBA interest-only strips$38 Discounted cash flowConstant prepayment rate11%-12%11%Trading securities - SBA interest-only strips$13 Discounted cash flowDiscounted cash flowConstant prepayment rate14% - 15%14%
Bond equivalent yield11% - 14%11%
Bond equivalent yieldBond equivalent yield18% - 21%18%
Loans held for sale - residential real estateLoans held for sale - residential real estate$29 Discounted cash flowPrepayment speeds - First mortgage4% - 12%5%Loans held for sale - residential real estate$26 Discounted cash flowDiscounted cash flowPrepayment speeds - First mortgage2% - 7%3%
Foreclosure losses
Foreclosure losses
Foreclosure losses64% - 68%65%
Loss severity trends - First mortgageLoss severity trends - First mortgage0% - 3% of UPB2%
Foreclosure losses54% - 66%65%
Loss severity trends - First mortgage1% - 14% of UPB8%
Loans held for sale - unguaranteed interest in SBA loans$Discounted cash flowConstant prepayment rate8% - 12%10%
Bond equivalent yield11%11%
Derivative liabilities, otherDerivative liabilities, other$23 Discounted cash flowVisa covered litigation resolution amount$5.8 billion - $6.2 billion$6.0 billion
Probability of resolution scenarios15% - 35%24%
 Time until resolution12 - 36 months25 months
Loans and leases (a)$84 Appraisals from comparable propertiesMarketability adjustments for specific properties0% - 10% of appraisalNM
Other collateral valuationsBorrowing base certificates adjustment20% - 50% of gross valueNM
 Financial Statements/Auction values adjustment0% - 25% of reported valueNM
Derivative liabilities, other
Derivative liabilities, other$23 Discounted cash flowVisa covered litigation resolution amount$5.7 billion - $6.7 billion$6.3 billion
Probability of resolution scenariosProbability of resolution scenarios10% - 25%18%
Time until resolution6 - 36 months24 months
Loans and leases (a)Loans and leases (a)$245 Appraisals from comparable propertiesMarketability adjustments for specific properties0% - 25% of appraisalNM
Other collateral valuationsOther collateral valuationsBorrowing base certificates liquidation adjustment25% - 50% of gross valueNM
Financial Statements liquidation adjustment50% - 100% of reported valueNM
Auction appraisals marketability adjustmentAuction appraisals marketability adjustment0% - 10% of reported valueNM
OREO (b)OREO (b)$Appraisals from comparable propertiesAdjustment for value changes since appraisal0% - 10% of appraisalNMOREO (b)$Appraisals from comparable propertiesAppraisals from comparable propertiesAdjustment for value changes since appraisal0% - 10% of appraisalNM
Other assets (c)Other assets (c)$30 Discounted cash flowAdjustments to current sales yields for specific properties0% - 15% adjustment to yieldNMOther assets (c)$90 Discounted cash flowDiscounted cash flowAdjustments to current sales yields for specific properties0% - 15% adjustment to yieldNM
 Appraisals from comparable propertiesMarketability adjustments for specific properties0% - 25% of appraisalNM  Appraisals from comparable propertiesMarketability adjustments for specific properties0% - 25% of appraisalNM
NM - Not meaningful
(a)Represents carrying value of loans for which adjustments are required to be based on the appraised value of the collateral less estimated costs to sell. Write-downs on these loans are recognized as part of provision for credit losses.
(b)Represents the fair value of foreclosed properties that were measured subsequent to their initial classification as OREO. Balance excludes OREO related to government insured mortgages.
(c)Represents tax credit investments accounted for under the equity method.
(d)Weighted averages are determined by the relative fair value of the instruments or the relative contribution to an instrument's fair value.



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NOTE 24—23—FAIR VALUE OF ASSETS AND LIABILITIES
(Dollars in millions)Values Utilized
Level 3 ClassFair Value at December 31, 2020Valuation TechniquesUnobservable InputRangeWeighted Average (d)
Securities - SBA interest-only strips$32 Discounted cash flowConstant prepayment rate12%12%
Bond equivalent yield15% - 17%15%
Loans held for sale - residential real estate$13 Discounted cash flowPrepayment speeds - First mortgage5% - 15%5%
Foreclosure losses59% - 70%63%
Loss severity trends - First mortgage3% - 19% of UPB12%
Loans held for sale - unguaranteed interest in SBA loans$Discounted cash flowConstant prepayment rate8% - 12%10%
Bond equivalent yield7%-8%7%
Loans held for investment$16 Discounted cash flowConstant prepayment rate0% - 26%11%
Constant default rate0%-14%1%
Loss severity trends0% - 100%11%
Derivative liabilities, other$14 Discounted cash flowVisa covered litigation resolution amount$5.4 billion - $6.0 billion$5.8 billion
Probability of resolution scenarios10% - 50%16%
Time until resolution3 - 27 months19 months
Loans and leases (a)$77 Appraisals from comparable propertiesMarketability adjustments for specific properties0% - 10% of appraisalNM
Other collateral valuationsBorrowing base certificates adjustment20% - 50% of gross valueNM
Financial Statements/Auction values adjustment0% - 25% of reported valueNM
OREO (b)$15 Appraisals from comparable propertiesAdjustment for value changes since appraisal0% - 10% of appraisalNM
Other assets (c)$Discounted cash flowAdjustments to current sales yields for specific properties0% - 15% adjustment to yieldNM
Appraisals from comparable propertiesMarketability adjustments for specific properties0% - 25% of appraisalNM

(Dollars in millions)Values Utilized
Level 3 ClassFair Value at December 31, 2022Valuation TechniquesUnobservable InputRangeWeighted Average (d)
Trading securities - SBA interest-only strips$25 Discounted cash flowConstant prepayment rate12% - 13%12%
Bond equivalent yield17%17%
Loans held for sale - residential real estate$22 Discounted cash flowPrepayment speeds - First mortgage2% - 8%3%
Foreclosure losses63% - 75%65%
Loss severity trends - First mortgage0% - 11% of UPB5%
Derivative liabilities, other$27 Discounted cash flowVisa covered litigation resolution amount$5.6 billion - $6.0 billion$5.9 billion
Probability of resolution scenarios5% - 25%20%
Time until resolution12 - 42 months28 months
Loans and leases (a)$135 Appraisals from comparable propertiesMarketability adjustments for specific properties0% - 10% of appraisalNM
Other collateral valuationsBorrowing base certificates adjustment20% - 50% of gross valueNM
Financial Statements/Auction values adjustment0% - 25% of reported valueNM
OREO (b)$Appraisals from comparable propertiesAdjustment for value changes since appraisal0% - 10% of appraisalNM
Other assets (c)$91 Discounted cash flowAdjustments to current sales yields for specific properties0% - 15% adjustment to yieldNM
Appraisals from comparable propertiesMarketability adjustments for specific properties0% - 25% of appraisalNM
NM - Not meaningful
(a)Represents carrying value of loans for which adjustments are required to be based on the appraised value of the collateral less estimated costs to sell. Write-downs on these loans are recognized as part of provision for credit losses.
(b)Represents the fair value of foreclosed properties that were measured subsequent to their initial classification as OREO. Balance excludes OREO related to government insured mortgages.
(c)Represents tax credit investments accounted for under the equity method.
(d)Weighted averages are determined by the relative fair value of the instruments or the relative contribution to an instrument's fair value.


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NOTE 23—FAIR VALUE OF ASSETS AND LIABILITIES
Trading Securities - SBA interest-only strips
Increases (decreases) in estimated prepayment rates and bond equivalent yields negatively (positively) affect the
value of SBA interest-only strips. Management additionally considers whether the loans underlying related SBA



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NOTE 24—FAIR VALUE OF ASSETS AND LIABILITIES
interest-only strips are delinquent, in default or prepaying, and adjusts the fair value down 20 - 100% depending on the length of time in default. SBA interest-only strips were transferred from AFS to trading securities on October 1, 2021.
Loans held for sale
Foreclosure losses and prepayment rates are significant unobservable inputs used in the fair value measurement of FHN’s residential real estate loans held for sale. Loss severity trends are also assessed to evaluate the reasonableness of fair value estimates resulting from discounted cash flows methodologies as well as to estimate fair value for newly repurchased loans and loans that are near foreclosure. Significant increases (decreases) in any of these inputs in isolation would result in significantly lower (higher) fair value measurements. All observable and unobservable inputs are re-assessed quarterly.
Increases (decreases) in estimated prepayment rates and bond equivalent yields negatively (positively) affect the value of unguaranteed interests in SBA loans. Unguaranteed interest in SBA loans held for sale are carried at less than the outstanding balance due to credit risk estimates. Credit risk adjustments may be reduced if prepayment is likely or as consistent payment history is realized. Management also considers other factors such as delinquency or default and adjusts the fair value accordingly.
LoansFHN historically had a portion of mortgage loans held for investment
Constant prepayment rate, constant default rate and loss severity trends are significant unobservable inputs used in for which the fair value measurementoption was elected upon origination and which were accounted for at fair value. This portion of mortgage loans held for investment. Increases (decreases) in each of these inputs in isolation result in negative (positive) effectsinvestment at fair value option was transferred to the loans held for sale portfolio on the valuation of the associated loans.April 1, 2021.
Derivative liabilities
In conjunction with pre-2020 sales of Visa Class B shares, FHN and the purchasers entered into derivative transactions whereby FHN will make, or receive, cash payments whenever the conversion ratio of the Visa Class B shares into Visa Class A shares is adjusted. FHN uses a discounted cash flow methodology in order to estimate the fair value of FHN’s derivative liabilities associated with its prior sales of Visa Class B shares. The methodology includes estimation of both the resolution amount for Visa’s Covered Litigation matters as well as the length of time until the resolution occurs. Significant increases (decreases) in either of these inputs in isolation would result in significantly higher (lower) fair value measurements for the derivative liabilities. Additionally,
FHN performs a probability weighted multiple resolution scenario to calculate the estimated fair value of these derivative liabilities. Assignment of higher (lower) probabilities to the larger potential resolution scenarios
would result in an increase (decrease) in the estimated fair value of the derivative liabilities. Since this estimation process requires application of judgment in developing significant unobservable inputs used to determine the possible outcomes and the probability weighting assigned to each scenario, these derivatives have been classified within Level 3 in fair value measurements disclosures.
Loans and leases and Other Real Estate Owned
Collateral-dependent loans and OREO are primarily valued using appraisals based on sales of comparable properties in the same or similar markets. Other collateral (receivables, inventory, equipment, etc.) is valued through borrowing base certificates, financial statements and/or auction valuations. These valuations are discounted based on the quality of reporting, knowledge of the marketability/collectability of the collateral and historical disposition rates.
Other assets – tax credit investments
The estimated fair value of tax credit investments accounted for under the equity method is generally determined in relation to the yield (i.e., future tax credits to be received) an acquirer of these investments would expect in relation to the yields experienced on current new issue and/or secondary market transactions. Thus, as tax credits are recognized, the future yield to a market participant is reduced, resulting in consistent impairment of the individual investments. Individual investments are reviewed for impairment quarterly, which may include the consideration of additional marketability discounts related to specific investments which typically includes consideration of the underlying property’s appraised value.
Fair Value Option
FHN haspreviously elected the fair value option on a prospective basis for substantially all types of mortgage loans originated for sale purposes except for mortgage origination operations which utilize the platform acquired from CBF. FHN determined that the election reduces certain timing differences and better matches changes in the value of such loans with changes in the value of derivatives and forward delivery commitments used as economic hedges for these assets at the time of election.
Repurchased loans relating to mortgage banking operations conducted prior to the IBKC merger are recognized within loans held for sale at fair value at the time of repurchase, which includes consideration of the credit status of the loans and the estimated liquidation value. FHN has elected to continue recognition of these loans at fair value in periods subsequent to reacquisition. Due to the credit-distressed nature of the vast majority of


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ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 23—FAIR VALUE OF ASSETS AND LIABILITIES
repurchased loans and the related loss severities experienced upon repurchase, FHN believes that the fair value election provides a more timely recognition of changes in value for these loans that occur subsequent to


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ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 24—FAIR VALUE OF ASSETS AND LIABILITIES
repurchase. Absent the fair value election, these loans would be subject to valuation at the LOCOM value, which would prevent subsequent values from exceeding the initial fair value, determined at the time of repurchase,
but would require recognition of subsequent declines in value. Thus, the fair value election provides for a more timely recognition of any potential future recoveries in asset values while not affecting the requirement to recognize subsequent declines in value.
FHN also had a portion of mortgage loans held for investment for which the fair value option was elected

upon origination and which were accounted for at fair value. This portion of mortgage loans held for investment at fair value option was transferred to the loans held for sale portfolio on April 1, 2021.
The following tables reflecttable reflects the differences between the fair value carrying amount of residential real estate loans held for sale and held for investment measured at fair value in accordance with management’s election and the aggregate unpaid principal amount FHN is contractually entitled to receive at maturity.
Table 8.23.5
Tables 8.24.5a-b
DIFFERENCES BETWEEN FAIR VALUE CARRYING AMOUNTS
AND CONTRACTUAL AMOUNTS OF RESIDENTIAL REAL ESTATE LOANS REPORTED AT FAIR VALUE
December 31, 2021 December 31, 2023
(Dollars in millions)(Dollars in millions)Fair value
carrying
amount
Aggregate
unpaid
principal
Fair value carrying amount
less aggregate unpaid
principal
(Dollars in millions)Fair value
carrying
amount
Aggregate
unpaid
principal
Fair value carrying amount
less aggregate unpaid
principal
Residential real estate loans held for sale reported at fair value:Residential real estate loans held for sale reported at fair value:
Total loansTotal loans$258 $264 $(6)
Total loans
Total loans
Nonaccrual loansNonaccrual loans(3)
Loans 90 days or more past due and still accruing
December 31, 2020December 31, 2022
(Dollars in millions)(Dollars in millions)Fair value
carrying
amount
Aggregate
unpaid
principal
Fair value carrying amount
less aggregate unpaid
principal
(Dollars in millions)Fair value
carrying
amount
Aggregate
unpaid
principal
Fair value carrying amount
less aggregate unpaid
principal
Residential real estate loans held for sale reported at fair value:Residential real estate loans held for sale reported at fair value:
Total loansTotal loans$405 $442 $(37)
Nonaccrual loans(3)
Loans held for investment reported at fair value:
Total loans
Total loansTotal loans16 17 (1)
Nonaccrual loansNonaccrual loans— 
Loans 90 days or more past due and still accruing
Assets and liabilities accounted for under the fair value election are initially measured at fair value with subsequent changes in fair value recognized in earnings. Such changes in the fair value of assets and liabilities for
which FHN elected the fair value option are included in current period earnings with classification in the income statement line item reflected in the following table:
Table 8.24.68.23.6
CHANGES IN FAIR VALUE RECOGNIZED IN NET INCOME
Year Ended December 31, Year Ended December 31,
(Dollars in millions)(Dollars in millions)202120202019(Dollars in millions)202320222021
Changes in fair value included in net income:Changes in fair value included in net income:
Mortgage banking and title noninterest incomeMortgage banking and title noninterest income
Mortgage banking and title noninterest income
Mortgage banking and title noninterest income
Loans held for sale
Loans held for sale
Loans held for saleLoans held for sale$(10)$$
For the years ended December 31, 2021, 20202023, 2022 and 2019,2021, the amount for residential real estate loans held for sale included an insignificant amount of gains in pretaxpre-tax earnings that are attributable to changes in instrument-specific credit risk. The portion of the fair value adjustments related to credit risk was determined based on estimated default rates and estimated loss severities. Interest income on residential real estate loans held for
sale measured at fair value is calculated based on the note rate of the loan and is recorded in the interest income
section of the Consolidated Statements of Income as interest on loans held for sale.
FHN has elected to account for retained interest-only strips from guaranteed SBA loans recorded in trading securities at fair value through earnings. Since these securities are subject to the risk that prepayments may result in FHN not recovering all or a portion of its recorded investment, the fair value election results in a more timely recognition of the effects of estimated prepayments through earnings rather than being recognized through


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ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 24—FAIR VALUE OF ASSETS AND LIABILITIES
other comprehensive income with periodic review for other-than-temporary impairment. Gains or losses are recognized through fixed income revenues and are presented in the recurring measurements table.
Determination of Fair Value
Fair values are based on the price that would be received to sell an asset or paid to transfer a liability in an orderly


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ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 23—FAIR VALUE OF ASSETS AND LIABILITIES
transaction between market participants at the measurement date. The following describes the assumptions and methodologies used to estimate the fair value of financial instruments recorded at fair value in the Consolidated Balance Sheets and for estimating the fair value of financial instruments for which fair value is disclosed.
Short-term financial assets
Federal funds sold, securities purchased under agreements to resell, and interest-bearing deposits with other financial institutions and the Federal Reserve are carried at historical cost. The carrying amount is a reasonable estimate of fair value because of the relatively short time between the origination of the instrument and its expected realization.
Trading securities and trading liabilities
Trading securities and trading liabilities are recognized at fair value through current earnings. Trading inventory held for broker-dealer operations is included in trading securities and trading liabilities. Broker-dealer long positions are valued at bid price in the bid-ask spread. Short positions are valued at the ask price. Inventory positions are valued using observable inputs including current market transactions, benchmark yields, credit spreads, and consensus prepayment speeds. Trading loans are valued using observable inputs including current market transactions, swap rates, mortgage rates, and consensus prepayment speeds.
Trading securities - SBA interest-only strips
Interest-only strips are valued at elected fair value based on an income approach using an internal valuation model. The internal valuation model includes assumptions regarding projections of future cash flows, prepayment rates, default rates and interest-only strip terms. These securities bear the risk of loan prepayment or default that may result in FHN not recovering all or a portion of its recorded investment. When appropriate, valuations are adjusted for various factors including default or prepayment status of the underlying SBA loans. Because of the inherent uncertainty of valuation, those estimated values may be higher or lower than the values that would have been used had a ready market for the securities existed, and may change in the near term. SBA interest-
onlyinterest-only strips were transferred from AFS to trading on October 1, 2021.
Securities available for sale and held to maturity
Valuations of debt securities are performed using observable inputs obtained from market transactions in similar securities. Typical inputs include benchmark yields, consensus prepayment speeds, and credit spreads. Trades from similar securities and broker quotes are used to support these valuations.
Loans held for sale
FHN determines the fair value of loans held for sale using either current transaction prices or discounted cash flow models. Fair values are determined using current transaction prices and/or values on similar assets when available, including committed bids for specific loans or loan portfolios. Uncommitted bids may be adjusted based on other available market information.
Fair value of residential real estate loans held for sale determined using a discounted cash flow model incorporates both observable and unobservable inputs. Inputs in the discounted cash flow model include current mortgage rates for similar products, estimated prepayment rates, foreclosure losses, and various loan performance measures (delinquency, LTV, credit score). Adjustments for delinquency and other differences in loan characteristics are typically reflected in the model’s discount rates. Loss severity trends and the value of underlying collateral are also considered in assessing the appropriate fair value for severely delinquent loans and loans in foreclosure. The valuation of HELOCs also incorporates estimated cancellation rates for loans expected to become delinquent.
Non-mortgage consumer loans held for sale are valued using committed bids for specific loans or loan portfolios or current market pricing for similar assets with adjustments for differences in credit standing (delinquency, historical default rates for similar loans), yield, collateral values and prepayment rates. If pricing for similar assets is not available, a discounted cash flow methodology is utilized, which incorporates all of these factors into an estimate of investor required yield for the discount rate.
FHN utilizes quoted market prices of similar instruments or broker and dealer quotations to value the SBA and USDA guaranteed loans. FHN values SBA-unguaranteed interests in loans held for sale based on individual loan characteristics, such as industry type and pay history which generally follows an income approach. Furthermore, these valuations are adjusted for changes in prepayment estimates and are reduced due to restrictions on trading. The fair value of other non-residential real estate loans held for sale is approximated by their carrying values based on current transaction values.


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ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 24—FAIR VALUE OF ASSETS AND LIABILITIES
Mortgage loans held for investment at fair value option
The fair value of mortgage loans held for investment at fair value option is determined by a third party using a discounted cash flow model using various assumptions about future loan performance (constant prepayment rate, constant default rate and loss severity trends) and market discount rates.


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ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 23—FAIR VALUE OF ASSETS AND LIABILITIES
Loans held for investment
The fair values of mortgage loans are estimated using an exit price methodology that is based on present values using the interest rate that would be charged for a similar loan to a borrower with similar risk, weighted for varying maturity dates and adjusted for a liquidity discount based on the estimated time period to complete a sale transaction with a market participant.
Other loans and leases are valued based on present values using the interest rate that would be charged for a similar instrument to a borrower with similar risk, applicable to each category of instruments, and adjusted for a liquidity discount based on the estimated time period to complete a sale transaction with a market participant.
For loans measured using the estimated fair value of collateral less costs to sell, fair value is estimated using appraisals of the collateral. Collateral values are monitored and additional write-downs are recognized if it is determined that the estimated collateral values have declined further. Estimated costs to sell are based on current amounts of disposal costs for similar assets. Carrying value is considered to reflect fair value for these loans.
Derivative assets and liabilities
The fair value for forwards and futures contracts is based on current transactions involving identical securities. Futures contracts are exchange-traded and thus have no credit risk factor assigned as the risk of non-performance is limited to the clearinghouse used.
Valuations of other derivatives (primarily interest rate contracts) are based on inputs observed in active markets for similar instruments. TypicallyTypical inputs include benchmark yields, option volatility and option skew. Starting in October 2020, centrallyCentrally cleared derivatives are discounted using SOFR as required by clearinghouses. In measuring the fair value of these derivative assets and liabilities, FHN has elected to consider credit risk based on the net exposure to individual counterparties. Credit risk is mitigated for these instruments through the use of mutual margining and master netting agreements as well as collateral posting requirements. For derivative contracts with daily cash margin requirements that are considered settlements, the daily margin amount is netted within derivative assets or liabilities. Any remaining credit risk related to interest rate derivatives is considered in determining fair value through evaluation of additional
factors such as client loan grades and debt ratings. Foreign currency related derivatives also utilize observable exchange rates in the determination of fair value. The determination of fair value for FHN’s derivative liabilities associated with its prior sales of Visa Class B shares are classified within Level 3 in the fair value measurements disclosure as previously discussed in the unobservable inputs discussion.
The fair value of risk participations is determined in reference to the fair value of the related derivative contract between the borrower and the lead bank in the participation structure, which is determined consistent with the valuation process discussed above. This value is adjusted for the pro rata portion of the reference derivative’s notional value and an assessment of credit risk for the referenced borrower.
OREO
OREO primarily consists of properties that have been acquired in satisfaction of debt. These properties are carried at the lower of the outstanding loan amount or estimated fair value less estimated costs to sell the real estate. Estimated fair value is determined using appraised values with subsequent adjustments for deterioration in values that are not reflected in the most recent appraisal.
Other assets
For disclosure purposes, other assets consist of tax credit investments, FRB and FHLB Stock, deferred compensation mutual funds and equity investments (including other mutual funds) with readily determinable fair values. Tax credit investments accounted for under the equity method are written down to estimated fair value quarterly based on the estimated value of the associated tax credits which incorporates estimates of required yield for hypothetical investors. The fair value of all other tax credit investments is estimated using recent transaction information with adjustments for differences in individual investments. Deferred compensation mutual funds are recognized at fair value, which is based on quoted prices in active markets.
Investments in the stock of the Federal Reserve Bank and Federal Home Loan Banks are recognized at historical cost in the Consolidated Balance Sheets which is considered to approximate fair value. Investments in mutual funds are measured at the funds’ reported closing net asset values. Investments in equity securities are valued using quoted market prices when available.
Defined maturity deposits
The fair value of these deposits is estimated by discounting future cash flows to their present value. Future cash flows are discounted by using the current market rates of similar instruments applicable to the remaining maturity. For disclosure purposes, defined maturity deposits include all time deposits.


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ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 24—FAIR VALUE OF ASSETS AND LIABILITIES
Short-term financial liabilities
The fair value of federal funds purchased, securities sold under agreements to repurchase, and other short-term borrowings are approximated by the book value. The carrying amount is a reasonable estimate of fair value because of the relatively short time between the origination of the instrument and its expected realization.


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ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 23—FAIR VALUE OF ASSETS AND LIABILITIES
Loan commitments
Fair values of these commitments are based on fees charged to enter into similar agreements taking into account the remaining terms of the agreements and the counterparties’ credit standing.
Other commitments
Fair values of these commitments are based on fees charged to enter into similar agreements.
The following fair value estimates are determined as of a specific point in time utilizing various assumptions and estimates. The use of assumptions and various valuation techniques, as well as the absence of secondary markets for certain financial instruments, reduces the comparability of fair value disclosures between financial institutions. Due to market illiquidity, the fair values for loans and leases, loans held for sale, and term borrowings as of December 31, 20212023 and December 31, 2020,2022, involve the use of significant internally-developed pricing assumptions for certain components of these line items. The assumptions and valuations utilized for this disclosure
are considered to reflect inputs that market participants would use in transactions involving these instruments as of the measurement date. The valuations of legacy assets,
particularly consumer loans and TRUPS loans within the Corporate segment, are influenced by changes in economic conditions since origination and risk perceptions of the financial sector. These considerations affect the estimate of a potential acquirer’s cost of capital and cash flow volatility assumptions from these assets and the resulting fair value measurements may depart significantly from FHN’s internal estimates of the intrinsic value of these assets.
Assets and liabilities that are not financial instruments have not been included in the following table such as the value of long-term relationships with deposit and trust clients, premises and equipment, goodwill and other intangibles, deferred taxes, and certain other assets and other liabilities. Additionally, these measurements are solely for financial instruments as of the measurement date and do not consider the earnings potential of our various business lines. Accordingly, the total of the fair value amounts does not represent, and should not be construed to represent, the underlying value of FHN.
The following tables summarizetable summarizes the book value and estimated fair value of financial instruments recorded in the Consolidated Balance Sheets as of December 31, 20212023 and December 31, 2020:2022:


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ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 24—23—FAIR VALUE OF ASSETS AND LIABILITIES
Tables 8.24.7a-bTable 8.23.7
BOOK VALUE AND ESTIMATED FAIR VALUE OF FINANCIAL INSTRUMENTS
December 31, 2021
December 31, 2023December 31, 2023
Book
Value
Fair Value Book
Value
Fair Value
(Dollars in millions) (Dollars in millions) Level 1Level 2Level 3Total(Dollars in millions) Level 1Level 2Level 3Total
Assets:Assets:
Loans and leases, net of allowance for loan and lease lossesLoans and leases, net of allowance for loan and lease losses
Loans and leases, net of allowance for loan and lease losses
Loans and leases, net of allowance for loan and lease losses
Commercial:Commercial:
Commercial:
Commercial:
Commercial, financial and industrial
Commercial, financial and industrial
Commercial, financial and industrialCommercial, financial and industrial$30,734 $— $— $31,020 $31,020 
Commercial real estateCommercial real estate11,955 — — 11,986 11,986 
Consumer:Consumer:
Consumer real estateConsumer real estate10,609 — — 11,111 11,111 
Consumer real estate
Consumer real estate
Credit card and other
Credit card and other
Credit card and otherCredit card and other891 — — 906 906 
Total loans and leases, net of allowance for loan and lease lossesTotal loans and leases, net of allowance for loan and lease losses54,189 — — 55,023 55,023 
Short-term financial assets:Short-term financial assets:
Interest-bearing deposits with banks
Interest-bearing deposits with banks
Interest-bearing deposits with banksInterest-bearing deposits with banks14,907 14,907 — — 14,907 
Federal funds soldFederal funds sold153 — 153 — 153 
Securities purchased under agreements to resellSecurities purchased under agreements to resell488 — 488 — 488 
Total short-term financial assetsTotal short-term financial assets15,548 14,907 641 — 15,548 
Trading securities (a)Trading securities (a)1,601 — 1,563 38 1,601 
Loans held for sale:Loans held for sale:
Mortgage loans (elected fair value) (a)Mortgage loans (elected fair value) (a)258 — 230 28 258 
Mortgage loans (elected fair value) (a)
Mortgage loans (elected fair value) (a)
USDA & SBA loans - LOCOMUSDA & SBA loans - LOCOM853 — 855 856 
Other loans - LOCOM24 — 24 — 24 
Mortgage loans - LOCOM
Mortgage loans - LOCOM
Mortgage loans - LOCOMMortgage loans - LOCOM37 — — 37 37 
Total loans held for saleTotal loans held for sale1,172 — 1,109 66 1,175 
Securities available for sale (a) Securities available for sale (a) 8,707 — 8,707 — 8,707 
Securities held to maturitySecurities held to maturity712 — 705 — 705 
Derivative assets (a)Derivative assets (a)324 12 312 — 324 
Other assets:Other assets:
Tax credit investmentsTax credit investments456 — — 450 450 
Tax credit investments
Tax credit investments
Deferred compensation mutual fundsDeferred compensation mutual funds125 125 — — 125 
Equity, mutual funds, and other (b)Equity, mutual funds, and other (b)257 25 — 232 257 
Total other assetsTotal other assets838 150 — 682 832 
Total assetsTotal assets$83,091 $15,069 $13,037 $55,809 $83,915 
Liabilities:Liabilities:
Defined maturity depositsDefined maturity deposits$3,500 $— $3,524 $— $3,524 
Defined maturity deposits
Defined maturity deposits
Trading liabilities (a)Trading liabilities (a)426 — 426 — 426 
Short-term financial liabilities:Short-term financial liabilities:
Federal funds purchased
Federal funds purchased
Federal funds purchasedFederal funds purchased775 — 775 — 775 
Securities sold under agreements to repurchaseSecurities sold under agreements to repurchase1,247 — 1,247 — 1,247 
Other short-term borrowingsOther short-term borrowings102 — 102 — 102 
Total short-term financial liabilitiesTotal short-term financial liabilities2,124 — 2,124 — 2,124 
Term borrowings:Term borrowings:
Real estate investment trust-preferredReal estate investment trust-preferred46 — — 47 47 
Real estate investment trust-preferred
Real estate investment trust-preferred
Term borrowings—new market tax credit investmentTerm borrowings—new market tax credit investment59 — — 58 58 
Secured borrowingsSecured borrowings— — 
Junior subordinated debenturesJunior subordinated debentures148 — — 150 150 
Other long term borrowings1,331 — 1,452 — 1,452 
Other long-term borrowings
Total term borrowingsTotal term borrowings1,590 — 1,452 261 1,713 
Derivative liabilities (a)Derivative liabilities (a)128 11 94 23 128 
Total liabilitiesTotal liabilities$7,768 $11 $7,620 $284 $7,915 
(a)Classes are detailed in the recurring and nonrecurring measurement tables.
(b)Level 1 primarily consists of mutual funds with readily determinable fair values. Level 3 includes restricted investments in FHLB-Cincinnati stock of $29$24 million and FRB stock of $203 million.


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ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 24—23—FAIR VALUE OF ASSETS AND LIABILITIES
December 31, 2020 December 31, 2022
Book
Value
Fair Value Book
Value
Fair Value
(Dollars in millions)(Dollars in millions)Level 1Level 2Level 3Total(Dollars in millions)Level 1Level 2Level 3Total
Assets:Assets:
Loans and leases, net of allowance for loan and lease lossesLoans and leases, net of allowance for loan and lease losses
Loans and leases, net of allowance for loan and lease losses
Loans and leases, net of allowance for loan and lease losses
Commercial:Commercial:
Commercial:
Commercial:
Commercial, financial and industrial
Commercial, financial and industrial
Commercial, financial and industrialCommercial, financial and industrial$32,651 $— $— $32,582 $32,582 
Commercial real estateCommercial real estate12,033 — — 12,079 12,079 
Consumer:Consumer:
Consumer real estateConsumer real estate11,483 — — 11,903 11,903 
Consumer real estate
Consumer real estate
Credit card and otherCredit card and other1,102 — — 1,131 1,131 
Total loans and leases, net of allowance for loan and lease lossesTotal loans and leases, net of allowance for loan and lease losses57,269 — — 57,695 57,695 
Short-term financial assets:Short-term financial assets:
Interest-bearing deposits with banks
Interest-bearing deposits with banks
Interest-bearing deposits with banksInterest-bearing deposits with banks8,351 8,351 — — 8,351 
Federal funds soldFederal funds sold65 — 65 — 65 
Securities purchased under agreements to resellSecurities purchased under agreements to resell380 — 380 — 380 
Total short-term financial assetsTotal short-term financial assets8,796 8,351 445 — 8,796 
Trading securities (a)Trading securities (a)1,176 — 1,176 — 1,176 
Loans held for sale:Loans held for sale:
Mortgage loans (elected fair value) (a)Mortgage loans (elected fair value) (a)405 — 393 12 405 
Mortgage loans (elected fair value) (a)
Mortgage loans (elected fair value) (a)
USDA & SBA loans - LOCOMUSDA & SBA loans - LOCOM509 — 511 512 
Other loans - LOCOM31 — 31 — 31 
Mortgage loans - LOCOM
Mortgage loans - LOCOM
Mortgage loans - LOCOMMortgage loans - LOCOM77 — — 77 77 
Total loans held for saleTotal loans held for sale1,022 — 935 90 1,025 
Securities available for sale (a) Securities available for sale (a) 8,047 — 8,015 32 8,047 
Securities held to maturitySecurities held to maturity10 — — 10 10 
Derivative assets (a)Derivative assets (a)769 63 706 — 769 
Other assets:Other assets:
Tax credit investmentsTax credit investments400 — — 371 371 
Tax credit investments
Tax credit investments
Deferred compensation mutual fundsDeferred compensation mutual funds118 118 — — 118 
Equity, mutual funds, and other (b)Equity, mutual funds, and other (b)288 25 — 263 288 
Total other assetsTotal other assets806 143 — 634 777 
Total assetsTotal assets$77,895 $8,557 $11,277 $58,461 $78,295 
Liabilities:Liabilities:
Defined maturity deposits
Defined maturity deposits
Defined maturity depositsDefined maturity deposits$5,070 $— $5,083 $— $5,083 
Trading liabilities (a)Trading liabilities (a)353 — 353 — 353 
Short-term financial liabilities:Short-term financial liabilities:
Federal funds purchased
Federal funds purchased
Federal funds purchasedFederal funds purchased845 — 845 — 845 
Securities sold under agreements to repurchaseSecurities sold under agreements to repurchase1,187 — 1,187 — 1,187 
Other short-term borrowingsOther short-term borrowings166 — 166 — 166 
Total short-term financial liabilitiesTotal short-term financial liabilities2,198 — 2,198 — 2,198 
Term borrowings:Term borrowings:
Real estate investment trust-preferredReal estate investment trust-preferred46 — — 47 47 
Real estate investment trust-preferred
Real estate investment trust-preferred
Term borrowings—new market tax credit investmentTerm borrowings—new market tax credit investment45 — — 45 45 
Secured borrowingsSecured borrowings15 — — 15 15 
Junior subordinated debenturesJunior subordinated debentures238 — — 223 223 
Other long term borrowings1,326 — 1,455 — 1,455 
Other long-term borrowings
Total term borrowingsTotal term borrowings1,670 — 1,455 330 1,785 
Derivative liabilities (a)Derivative liabilities (a)149 71 64 14 149 
Total liabilitiesTotal liabilities$9,440 $71 $9,153 $344 $9,568 
(a)Classes are detailed in the recurring and nonrecurring measurement tables.
(b)Level 1 primarily consists of mutual funds with readily determinable fair values. Level 3 includes restricted investments in FHLB-Cincinnati stock of $61$50 million and FRB stock of $202$203 million.



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ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 24—23—FAIR VALUE OF ASSETS AND LIABILITIES
The following table presents the contractual amount and fair value of unfunded loan commitments and standby and other commitments as of December 31, 20212023 and December 31, 2020:2022:
Table 8.24.88.23.8
UNFUNDED COMMITMENTS
 Contractual AmountFair Value
(Dollars in millions)December 31, 2021December 31, 2020December 31, 2021December 31, 2020
Unfunded Commitments:
Loan commitments$24,229 $20,796 $1 $
Standby and other commitments810 751 6 

 Contractual AmountFair Value
(Dollars in millions)December 31, 2023December 31, 2022December 31, 2023December 31, 2022
Unfunded Commitments:
Loan commitments$24,579 $25,953 $1 $
Standby and other commitments746 754 8 


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ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 25—RESTRUCTURING, REPOSITIONING, & EFFICIENCY24—PARENT COMPANY FINANCIAL INFORMATION
Note 25—Restructuring, Repositioning, and Efficiency24—Parent Company Financial Information
Beginning in 2019, FHN initiated a company-wide review of business practices with the goal of optimizing its expense base to improve profitability and create capacity to reinvest savings into technology and revenue production activities. Restructuring, repositioning, and efficiency charges related to these corporate-driven actions were not significant in 2021 and 2020 and were $40 million in 2019. These expensesFollowing are included in the Corporate segment. Significant expenses resulted from the following actions:
Severance and other employee costs primarily related to efficiency initiatives within corporate and bank services functions which are classified as personnel expense within noninterest expense.
Expense largely related to the identification of efficiency opportunities within the organization which is reflected in legal and professional fees.
Expense related to costs associated with asset impairments which is reflected in other expense.
Settlementstatements of the obligations arising from current initiatives will be funded from operating cash flows.parent company:
Total expense recognized for the year ended December 31, 2019 is presented in the table below:Parent Company Balance Sheets
Balance SheetsDecember 31,
(Dollars in millions)20232022
Assets:  
Cash$854 $1,335 
Notes receivable3 
Investments in subsidiaries:
Bank8,658 7,861 
Non-bank49 42 
Other assets256 251 
Total assets$9,820 $9,492 
Liabilities and equity:  
Accrued employee benefits and other liabilities$324 $293 
Term borrowings500 948 
Total liabilities824 1,241 
Total equity8,996 8,251 
Total liabilities and equity$9,820 $9,492 

Parent Company Statements of Income
Table 8.25.1
RESTRUCTURING, REPOSITIONING, & EFFICIENCY EXPENSES
(Dollars in millions)Year Ended December 31, 2019
Personnel expense$11 
Legal and professional fees16 
Net occupancy expense
Other12 
Total restructuring, repositioning, and efficiency charges$40 

Year Ended December 31,
(Dollars in millions)202320222021
Dividend income:   
Bank$220 $435 $770 
Non-bank 16 — 
Total dividend income220 451 770 
Other income (loss)226 22 (26)
Total income446 473 744 
Interest expense - term borrowings21 31 31 
Personnel and other expense114 128 89 
Total expense135 159 120 
Income before income taxes311 314 624 
Income tax benefit24 (31)(35)
Income before equity in undistributed net income of subsidiaries287 345 659 
Equity in undistributed net income (loss) of subsidiaries:   
Bank613 561 332 
Non-bank(3)(6)
Net income attributable to the controlling interest$897 $900 $999 


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20212023 FORM 10-K ANNUAL REPORT

ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 26—24—PARENT COMPANY FINANCIAL INFORMATION
Note 26—Parent Company Financial Information
Following are statements of the parent company:
Parent Company Balance Sheets
Balance SheetsDecember 31,
(Dollars in millions)20212020
Assets:  
Cash$724 $827 
Notes receivable3 
Investments in subsidiaries:
Bank8,381 8,176 
Non-bank65 88 
Other assets291 274 
Total assets$9,464 $9,368 
Liabilities and equity:  
Accrued employee benefits and other liabilities$321 $322 
Term borrowings944 1,034 
Total liabilities1,265 1,356 
Total equity8,199 8,012 
Total liabilities and equity$9,464 $9,368 
Parent Company Statements of IncomeCash Flows
Year Ended December 31,
(Dollars in millions)202120202019
Dividend income:   
Bank$770 $180 $345 
Non-bank — 
Total dividend income770 180 346 
Other income (loss)(26)— 
Total income744 180 347 
Provision (provision credit) for credit losses — (1)
Interest expense - term borrowings31 39 31 
Personnel and other expense89 54 53 
Total expense120 93 83 
Income before income taxes624 87 264 
Income tax benefit(35)(18)(19)
Income before equity in undistributed net income of subsidiaries659 105 283 
Equity in undistributed net income (loss) of subsidiaries:   
Bank332 736 160 
Non-bank8 (2)
Net income attributable to the controlling interest$999 $845 $441 



Year Ended December 31,
(Dollars in millions)202320222021
Operating activities:
Net income$897 $900 $999 
Less undistributed net income of subsidiaries610 555 340 
Income before undistributed net income of subsidiaries287 345 659 
Adjustments to reconcile income to net cash provided by operating activities:
    Deferred income tax expense8 
    Stock-based compensation expense36 76 43 
    Loss on extinguishment of debt — 26 
    Gain on sale of title services business (22)— 
    Other operating activities, net1 (11)
Total adjustments45 63 66 
Net cash provided by operating activities332 408 725 
Investing activities:
Proceeds from sales and prepayments of securities21 
Purchases of securities(1)(1)(10)
(Investment in) return on subsidiary(10)13 
Proceeds from business divestitures, net 22  
Net cash provided by investing activities10 42 
Financing activities:
Proceeds from issuance of preferred stock 494 145 
Call of preferred stock — (100)
Cash dividends paid - preferred stock(32)(32)(33)
Common stock:
    Stock options exercised5 36 28 
    Cash dividends paid(335)(324)(333)
    Repurchase of shares(10)(13)(416)
Repayment of term borrowings(450)— (120)
Net cash provided by (used in) financing activities(822)161 (829)
Net increase (decrease) in cash and cash equivalents(480)611 (103)
Cash and cash equivalents at beginning of year1,335 724 827 
Cash and cash equivalents at end of year$855 $1,335 $724 
Total interest paid$33 $35 $35 
Income taxes received from (paid to) subsidiaries(46)42 28 



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2021 FORM 10-K ANNUAL REPORT

ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
NOTE 26—PARENT COMPANY FINANCIAL INFORMATION
Parent Company Statements of Cash Flows
(Dollars in millions)202120202019
Operating activities:
Net income$999 $845 $441 
Less undistributed net income of subsidiaries340 740 158 
Income before undistributed net income of subsidiaries659 105 283 
Adjustments to reconcile income to net cash provided by operating activities:
    Depreciation, amortization, and other — (1)
    (Gain) loss on derivative transactions — 
    Deferred income tax expense8 
    Stock-based compensation expense43 32 22 
    Loss on extinguishment of debt26 — — 
    Other operating activities, net(11)21 28 
Total adjustments66 62 53 
Net cash provided by operating activities725 167 336 
Investing activities:
Proceeds from sales and prepayments of securities3 — 
Purchases of securities(10)(5)— 
(Investment in) return on subsidiary8 (2)— 
Cash received for business combination, net 103 — 
Net cash provided by (used in) investing activities1 96 
Financing activities:
Proceeds from issuance of preferred stock145 144 — 
Call of preferred stock(100)— — 
Cash dividends paid - preferred stock(33)(17)(6)
Common stock:
    Stock options exercised28 
    Cash dividends paid(333)(222)(171)
    Repurchase of shares(416)(4)(134)
Proceeds from issuance of term borrowings 795 — 
Repayment of term borrowings(120)(500)— 
Other financing activities, net (8)— 
Net cash provided by (used in) financing activities(829)195 (302)
Net increase (decrease) in cash and cash equivalents(103)458 35 
Cash and cash equivalents at beginning of year827 369 334 
Cash and cash equivalents at end of year$724 $827 $369 
Total interest paid$35 $33 $29 
Income taxes received from subsidiaries28 33 43 







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20212023 FORM 10-K ANNUAL REPORT

ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
Table of ContentsNOTE 27—SUBSEQUENT EVENTS
Note 27—Subsequent Events
2022 Merger Agreement with Toronto-Dominion Bank
On February 27, 2022, FHN entered into an Agreement and Plan of Merger (the “TD Merger Agreement”) with The Toronto-Dominion Bank, a Canadian chartered bank (“TD”), TD Bank US Holding Company, a Delaware corporation and indirect, wholly owned subsidiary of TD (“TD-US”), and Falcon Holdings Acquisition Co., a Delaware corporation and wholly owned subsidiary of TD-US (“Merger Sub”).
Pursuant to the TD Merger Agreement, FHN and Merger Sub will merge (the “First Holding Company Merger”), with FHN continuing as the surviving entity in the merger. Following the First Holding Company Merger, at the election of TD, FHN and TD-US will merge (the “Second Holding Company Merger” and, together with the First Holding Company Merger, the “Holding Company Mergers”), with TD-US continuing as the surviving entity in the merger.
Upon the terms and subject to the conditions set forth in the TD Merger Agreement, each share of FHN common stock, par value $0.625 per share, (“Company Common Stock”), issued and outstanding immediately prior to the effective time of the First Holding Company Merger (the “First Effective Time”) will be converted into the right to receive $25.00 (USD) per share in cash, without interest. If the transaction does not close on or before November 27, 2022, shareholders will receive an additional $0.65 per share of Company Common Stock on an annualized basis (or approximately 5.4 cents per month) for the period from November 28, 2022 through the day immediately prior to the closing. Each outstanding share of FHN’s preferred stock, series B, C, D, E and F, will remain issued outstanding in connection with the First Holding Company Merger. If TD elects to effect the Second Holding Company Merger, at the effective time of the Second Holding Company Merger, each outstanding share of FHN’s preferred stock will be converted into a share of a newly created, corresponding series of TD-US having terms as described in the Merger Agreement.
Following the completion of the First Holding Company Merger, at such time as determined by TD, First Horizon Bank and TD Bank, N.A., a national banking association (“TDBNA”) will merge, with TDBNA surviving as a subsidiary of TD-US (the “Bank Merger” and together with the Holding Company Mergers, the “Proposed TD Merger”).
In connection with the execution of the TD Merger Agreement, TD has agreed to purchase from FHN shares of non-voting Perpetual Convertible Preferred Stock, Series G, a new series of preferred stock of FHN (the “Series G Convertible Preferred Stock”) in a private placement transaction having an aggregate liquidation preference and purchase price of approximately $493.5 million, pursuant to a securities purchase agreement between FHN and TD entered into concurrently with the execution and delivery of the TD Merger Agreement. The Series G Convertible Preferred Stock is convertible into up to 4.9% of the outstanding shares of Company Common Stock in certain circumstances, including the closing of the Proposed TD Merger.
Merger and integration expenses related to the Proposed TD Merger will be recorded in FHN’s Corporate segment. No such expenses were recognized during 2021.


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ITEM 9. ACCOUNTANTS, ITEM 9A. CONTROLS & PROCEDURES, ITEM 9B. OTHER INFO, AND ITEM 9C. FOREIGN INSPECTIONS
Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Not applicable.

Item 9A.    Controls and Procedures
Evaluation of Disclosure Controls & Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of the end of the period covered by this report. Based on
that evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.
Reports on Internal Control over Financial Reporting
The report of management required by Item 308(a) of Regulation S-K appears at page 109103, and the attestation report required by Item 308(b) of Regulation S-K appears starting at
starting at page 110104, of our 20212023 Financial Statements (Item 8). Both are incorporated herein by this reference.
Changes in Internal Control over Financial Reporting
There have not been any changes in our internal control over financial reporting during our fourth fiscal quarter that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.

Item 9B.    Other Information
Form 8-K Information not previously reported
Not applicable.
Trading Plans of Directors and Executive Officers

During our most recent fiscal quarter, no director (see Item 10 beginning on page
205) or executive officer (see the Supplemental Part I Information beginning on page 50) adopted or terminated (i) any contract, instruction, or written plan for the purchase or sale of our securities intended to satisfy the
affirmative defense conditions of SEC Rule 10b5-1(c) (a "Rule 10b5-1 trading arrangement"); and/or (ii) any "non-Rule 10b5-1 trading arrangement" as defined in SEC Reg. S-K Item 408(c).

Item 9C.    Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.


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ITEM 10. DIRECTORS & EXECUTIVE OFFICERS
PART III


Item 10.    Directors, and Executive Officers of the Registrantand Corporate Governance
Required Item 10 Information
In 20212023, there were no material amendments to the procedures, described in our 20222024 Proxy Statement under the caption Shareholder Recommendations and Nominations, especially under the sub-caption Committee Consideration of Director Nominees; Shareholder NominationsRecommendations of Nominees, by which security holders may recommend nominees to our Board of Directors.
Our bylaws contain a process, if certain conditions are met, for a shareholder to nominate a person for election to the Board in advance of an annual meeting, and to require us to include that nomination in our annual meeting proxy statement. Additional information regarding this process is available in our 20222024 Proxy Statement under the captions SShareholderhareholder Recommendations of Director Nominees;and Nominations Shareholder Nominationsand 20232025 Annual Meeting—Proposal & Nomination Deadlines, which information is incorporated herein by reference.
Our Board of Directors has adopted a Code of Ethics for Senior Financial Officers that applies to the Chief Executive Officer, Chief Financial Officer, and Chief
Accounting Officer and also applies to all professionals serving in the financial, accounting, or audit areas of FHN and its subsidiaries. A copy of the Code has been filed or incorporated by reference as Exhibit 14 to this report and is posted on our current internet website (atat www.firsthorizon.com: click on “Investor Relations,”Relations” at the bottom of the web page, then hover over the Investor Relations box at“Corporate Governance” near the top of the page, then hover over “Corporate Governance,” and lastly click on “Governance Documents.”) Scroll down the Governance Documents page to find a link to the Code. A paper copy of the Code is available without charge upon written request addressed to our Corporate Secretary at our main
office, 165 Madison Avenue, Memphis, Tennessee 38103. We intend to satisfy our disclosure obligations under Item 5.05 of Form 8-K related to Code amendments or waivers by posting such information on our internet website, the address for which is listed in this paragraph above.
We have adopted an Inside Information Policy and related written Procedures for that Policy (collectively, our "Insider Policy"). Our Insider Policy governs the purchase, sale, and/or other dispositions of our securities by our directors, officers, employees and certain other persons. It is designed to promote compliance with insider trading laws, rules, and regulations, and listing standards applicable to us. By its terms as written, our Insider Policy applies only to insiders (directors, officers, employees, and certain other persons). In practice, senior management applies the periodic and ad hoc blackout provisions to our purchases of our securities in all market transactions, and in all off-market transactions other than share-withholding related to employee stock plan awards. Exceptions to the blackout provisions must be approved by our Chief Executive Officer in consultation with our General Counsel. Our Inside Information Policy and its Procedures have been filed or incorporated by reference as Exhibits 19.1 and 19.2 to this report. In addition, the following section of our 2024 Proxy Statement is incorporated herein by reference: Policies on Insider Trading and Hedging.
Other information required by this Item related to the topics mentioned in Table 10.1 is incorporated herein by reference to the disclosures indicated in the Table, or is provided in that Table.



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2023 FORM 10-K ANNUAL REPORT

ITEM 10. DIRECTORS & EXECUTIVE OFFICERS
Table 10.1
ITEM 10 TOPICS TABLE
Item 10 TopicsResponses or Incorporated Disclosures
Directors and nominees for director of FHN, the Audit Committee of our Board of Directors, members of the Audit Committee, and Audit Committee financial experts
In our 20222024 Proxy Statement: Independence & Categorical Standards,, Committee Charters & Composition, Audit Committee, and Vote Item 1—Election of Directors (excluding the Audit Committee Report and the statements regarding the existence and location of the Audit Committee’s charter)
Executive officers
In the Supplemental Part I Information following Item 4 of this report: Executive Officers of the Registrant, beginning on page 5650
Compliance with Section 16(a) of the Securities Exchange Act of 1934
In our 2022 Proxy Statement:not applicable Delinquent Section 16(a) Reports




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2021 FORM 10-K ANNUAL REPORT

ITEM 10. DIRECTORS & EXECUTIVE OFFICERS
First Horizon Directors

Table 10.2
OUR BOARD OF DIRECTORS
(at February 20, 2022)2024)
Harry V. Barton, Jr.
Age 6769
CPA and Owner,
Barton Advisory Services, LLC,
an investment advisory firm
Kenneth A. BurdickVelia Carboni
Age 6353
Retired ExecutiveExec. Vice President and Chief Digital and Technology Officer,
ProductsVF Corporation, a provider of branded lifestyle apparel, footwear and Markets,
Centene Corporation,
a healthcare services companyaccessories
Daryl G. Byrd
Age 67
Executive Chairman of the Board,
First Horizon Corporation,
a financial services company
John N. CasbonCasbon*
Age 7375
Retired Executive Vice President,
First American Title Insurance Company,
a title insurance company
John C. Compton
Age 6062
Partner,
Clayton, Dubilier & Rice LLC
a private equity firm
Wendy P. Davidson
Age 5254
President-Americas for the Performance Nutrition segmentPresident and Chief Executive Officer
The Hain Celestial Group, Inc.,
an organic and natural products company
John W. Dietrich
Age 59
Executive Vice President and Chief Financial Officer, FedEx Corporation, a provider of Ireland-based Glanbia plc,
a global nutrition companytransportation, e-commerce and business services
William H. FenstermakerFenstermaker*
Age 7375
Chairman and CEO,
C.H. Fenstermaker and Associates, LLC,
a surveying, mapping, engineering, and environmental consulting company
D. Bryan Jordan
Age 6062
Chairman of the Board,
President and
Chief Executive Officer,
First Horizon Corporation,
a financial services company
J. Michael Kemp, Sr.
Age 5153
Founder and Chief Executive Officer,
Kemp Management Solutions,
a program management and
consulting firm
Rick E. Maples
Age 6365
Retired Co-Head of Investment Banking,
Stifel, Nicolaus and Company, Incorporated,
a financial services company
Vicki R. Palmer
Age 6870
President,
The Palmer Group, LLC
a general consulting firm
Colin V. Reed
Age 7476
Chairman of the Board and
Chief Executive Officer,Chairman,
Ryman Hospitality Properties, Inc.
a real estate investment trust
E. Stewart Shea III
Age 70
Private Investor
Cecelia D. Stewart
Age 6365
Retired President, U.S. Consumer & Commercial Banking,
Citigroup, Inc.
a financial services company
Rajesh Subramaniam
Age 56
President and
Chief Operating Officer,
FedEx Corporation
a provider of transportation, e-commerce, and business services
Rosa Sugrañes
Age 6466
Founder and former
Chief Executive Officer,
Iberia Tiles,
a ceramic tile distributor
R. Eugene Taylor
Age 7476
Retired Chairman of the Board and
Chief Executive Officer,
Capital Bank Financial Corp.,
a financial services company

*Indicates a director who will retire when directors are elected for 2024-25 at the 2024 Annual Meeting of Shareholders.


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20212023 FORM 10-K ANNUAL REPORT

ITEM 11. EXECUTIVE COMPENSATION
Item 11.    Executive Compensation
The information called for by this Item is incorporated herein by reference to the following sections of our 20222024 Proxy Statement: Compensation Committee, Compensation Committee Interlocks & Insider Participation, Director Compensation, Policies on Insider Trading and Hedging, Compensation Discussion & Analysis, Recent Compensation, Post-Employment Compensation, Pay Ratio of CEO to Median Employee, and eachany Appendix to our Proxy Statement referenced in those sections.
The sub-section of our 20222024 Proxy Statement captioned Compensation Risk, within the Compensation Committee section, provides information concerning our management of certain risks associated with our
compensation policies and practices. We do not believe those risks are reasonably likely to have a material adverse effect upon us; accordingly, we do not believe that information is required to be provided in this Item.
The information required by Item 407(e)(5) of Regulation S-K is provided in our 20222024 Proxy Statement within the Compensation Committee section under the sub-section captioned Compensation Committee Report. As permitted by the instructions for that Item, the information under that sub-section is not “filed” with this report.
As to the information required by Item 402(w) of Regulation S-K: (i) refer to Clawback Policies & Practices within Compensation Discussion & Analysis in our 2024 Proxy Statement; and (ii) the conditions for disclosures beyond those incorporated by reference above have not occurred. Our Erroneously Awarded Compensation Recovery Policy has been filed as Exhibit 97 to this report, as shown in Item 15.


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20212023 FORM 10-K ANNUAL REPORT

ITEM 12. SECURITY OWNERSHIP & RELATED STOCKHOLDER MATTERS
Item 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Securities Authorized for Issuance under Equity Compensation Plans
Equity Compensation Plan Information
Table 12.1 providesThe information asrequired for this Item pursuant to Item 201(d) of December 31, 2021 regarding shares ofRegulation S-K is presented in our common stock that may be issued2024 Proxy Statement under the following plans:
2021 Incentive Plan ("2021 Plan")
heading Equity Compensation Plan (“ECP”)
IBERIABANK Corporation 2019 Stock Incentive Plan ("SIP")
1997 Employee Stock Option Plan (“1997 Plan”)
2002 and 1996 Bank Director and Advisory Board Member Deferral Plans (“Advisory Board Plans”)
Information2000 Non-employee Directors’ Deferred Compensation Stock Option Plan (“2000 Directors’ Plan”)
The following IBERIABANK Corporation plans (together with the SIP, the “IBKC Plans”): 2016 Stock Incentive Plan; and Amended and Restated 2010 Stock Incentive Plan
The following Capital Bank Financial Corp. plans (“CBF Plans”): Capital Bank Financial Corp. 2013 Omnibus Compensation Plan; and FNB United Corp. 2012 Incentive Plan. That information is incorporated into this Item by reference.

Table 12.1
EQUITY COMPENSATION PLAN INFORMATION
As of December 31, 2021
ABC
Plan CategoryNumber of Securities to be Issued upon Exercise of Outstanding Options (1)Weighted Average Exercise Price of Outstanding Options (1)Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (excluding securities reflected in Col. A)
Equity Compensation Plans Approved by Shareholders (2)4,741,471 (3)$15.5612,329,976 
Equity Compensation Plans Not Approved by Shareholders (4)239,458 (4)$20.75— (4)
Totals for A & C, wtd avg for B4,980,929 $15.8112,329,976 
(1)    The numbers of shares covered by stock options and the related option prices have been adjusted proportionately to reflect the estimated economic effects of dividends distributed in common stock effective October 1, 2008 through January 1, 2011. The cumulative compound adjustment factor related to those dividends is 20.038%.
(2)    Consists of the 2021 Plan, the ECP, the 2000 Directors’ Plans, the IBKC Plans, and the CBF Plans. The 2021 Plan was approved by shareholders in 2021 and remains active. The number of shares in Column C is entirely under the 2021 Plan; as provided in the 2021 Plan, the Col. C number includes the new/additional shares originally authorized under the 2021 Plan along with shares underlying ECP awards that have been forfeited or cancelled since the 2021 Plan was approved by shareholders, net of shares underlying 2021 Plan awards that are outstanding or have been paid. The ECP initially was approved by shareholders in 2003, most recently was re-approved in 2016, and has terminated. The 2000 Directors’ Plan was approved by shareholders in 2000, and has terminated. The IBKC Plans were approved by IBKC's shareholders in 2005, 2020, 2011, 2014, 2016, and 2019, and all have terminated. FHN and IBKC closed a merger-of-equals transaction in 2020, as a result of which FHN became the plan sponsor for the IBKC Plans and their awards. The CBF Plans were approved by shareholders of CBF or certain other predecessor companies, and all have terminated. FHN merged with CBF in 2017, as a result of which FHN became the plan sponsor for the CBF Plans and their awards."Terminated" means no new awards may be granted under the plan.
(3)    Consists entirely of outstanding options issued under terminated plans approved by shareholders, 30,733 of which directly or indirectly were issued in connection with non-employee director cash deferrals of approximately $0.3 million.
(4)    Consists of the 1997 Plan and the Advisory Board Plans, all of which have terminated. These outstanding options were issued directly or indirectly in connection with associate and advisory board cash deferrals of approximately $2.6 million.





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ITEM 12. SECURITY OWNERSHIP & RELATED STOCKHOLDER MATTERS
Only the 2021 Plan permits new awards to be granted; all other plans have terminated. At December 31, 2021, there were no shares issuable upon exercise of outstanding options under the 2021 Plan, and the total number of shares issuable upon exercise of outstanding options under the terminated plans was 4,980,929 shares.
Shares covered by outstanding options are shown in column A of Table 12.1. Outstanding equity awards other than options ("full-value awards"), consisting of unpaid stock units and restricted stock, are not included in any column in that Table. In total, 9,296,888 shares are covered by unpaid full-value awards, all granted under the 2021 Plan, the ECP, or the SIP.Of those, 8,714,844 are covered by unvested awards, and 582,044 are covered by awards that have vested but are subject to an unfulfilled mandatory deferral period. In addition, there are 227,830 fully vested deferral stock units outstanding that are the result of previously exercised options under terminated plans for which the receipt of the shares was deferred by the associate.
Column C of Table 12.1 presents the total number of shares available for new awards under the 2021 Plan at December 31, 2021, assuming eventual full exercise or vesting of all shares covered by awards outstanding on that date. The 2021 Plan permits the grant of options and full-value awards, as well as stock appreciation rights (none of which have been granted).
Of the options outstanding at December 31, 2021 (the total under column A), approximately 5% were issued directly or indirectly in connection with associate and director cash deferral elections. We received over many years a total of approximately $2.5 million in associate cash deferrals and $0.4 million in non-employee director and advisory board retainer and meeting fee deferrals related to outstanding deferral options. The opportunity to defer portions of compensation in exchange for options has not been offered to associates, directors, or advisory board members since 2004.
Description of Equity Compensation Plans Not Approved by Shareholders
The 1997 Plan
The 1997 Plan was adopted by the Board of Directors in 1996 and terminated in 2007. The 1997 Plan authorized the grant of nonqualified stock options.
Options were granted under the 1997 Plan prior to its termination pursuant to a management option program, covering a wide range of management-level associates. The last management options granted under the 1997 Plan, with seven-year terms, expired in 2014. However, prior to 2005 certain associates could elect to defer a portion of their annual compensation into stock options under the 1997 Plan. Many deferral options had 20-year terms, and they are the only options still outstanding under the 1997 Plan.
All deferral options granted under the 1997 Plan had an exercise price discounted from grant date fair market value: the aggregate exercise price plus the aggregate compensation foregone equaled the aggregate grant date fair market value. Options could be exercised using shares of FHN stock to pay the option price. When an option was exercised with shares, the option holder sometimes received a new (reload) option grant priced at then-current market (without a discount), covering the remainder of the deferral option's term.
As of December 31, 2021, options covering 232,254 shares of our common stock were outstanding under the 1997 Plan, no shares remained available for future option grants, and options covering 21,027,943 shares had been exercised during the life of the plan. The 1997 Plan was filed most recently as Exhibit 10.2(d) in our Form 10-Q for the quarter ended June 30, 2009.
The Advisory Board Plans
The Advisory Board Plans were adopted by the Board of Directors in 2001 and 1996, and terminated in 2005 and 2002, respectively.
Options granted under the Advisory Board Plans were granted only to regional and advisory board members, or to directors of certain bank affiliates, in any case who were not associates. The options were granted in lieu of the participants receiving retainers or attendance fees for bank board and advisory board meetings. The number of shares subject to grant equaled the amount of fees/retainers earned divided by one half of the fair market value of one share of common stock on the date of the option grant. The exercise price plus the amount of fees foregone equaled the fair market value of the stock on the grant date. The options were vested at the grant date. Those granted on or before January 2, 2004 had terms of twenty years, and are the only options still outstanding.
As of December 31, 2021, options covering 7,204 shares of our common stock were outstanding under the Advisory Board Plans, no shares remained available for future option grants, and options covering 90,097 shares had been exercised during the life of the Plans. The Advisory Board Plans were included as Exhibits 10.1(f) and 10.1(g) to our Form 10-Q for the quarter ended June 30, 2009. At the time this report is filed, all options outstanding under the 1996 Advisory Board Plan at December 31, 2021 have either expired or been exercised.



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ITEM 12. SECURITY OWNERSHIP & RELATED STOCKHOLDER MATTERS
Beneficial Ownership of Corporation Stock
The information required for this Item pursuant to Item 403(a) and (b) of Regulation S-K is presented in our 20222024 Proxy Statement under the heading Stock Ownership
Information. That information is incorporated into this Item by reference.
Change in Control Arrangements
We are not aware of any arrangements which may result in a change in control of First Horizon Corporation.



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20212023 FORM 10-K ANNUAL REPORT

ITEM 13. CERTAIN RELATIONSHIPS & RELATED TRANSACTIONS AND ITEM 14. PRINCIPAL ACCOUNTANT FEES & SERVICES
Item 13.    Certain Relationships and Related Transactions, and Director Independence
The information called for by this Item is presented in the following sections of our 20222024 Proxy Statement:
within the Corporate Governance section: Related Party Transaction Procedures and Transactions with Related Persons
within the Board Matters section: Independence & Categorical Standards; .Related Party Transaction Procedures; and Transactions with Related Persons.
That information is incorporated into this Item by
reference.
reference. Our independent directors and nominees are identified in the first paragraph of the Independence discussion within the Independence & Categorical Standards section of our 20222024 Proxy Statement.Statement, referenced above.


Item 14.    Principal Accountant Fees and Services
The Audit Committee of the Board of Directors has a policy providing for pre-approval of all audit and non-audit services to be performed by our registered public accounting firm that performs the audit of our consolidated financial statements (our “Auditor”). Services either may be approved in advance by the Audit Committee specifically on a case-by-case basis (“specific pre-approval”) or may be approved in advance (“advance pre-approval”). Advance pre-approval requires the Committee to identify in advance the specific types of service that may be provided and the fee limits applicable to such types of service, which limits may be expressed as a limit by type of service or by category of services. All requests to provide services that have been pre-approved in advance must be submitted to the Chief Accounting Officer prior to the provision of such services for a determination that the service to be provided is of the type and within the fee limit that has been pre-approved. Unless the type of service to be provided by our Auditor has received advance pre-approval under the policy and the fee for such service is within the limit pre-approved, the service will require specific pre-approval by the Committee.
The terms of and fee for the annual audit engagement must receive the specific pre-approval of the Committee. “Audit,” “Audit-related,” “Tax,” and “All Other” services, as those terms are defined in the policy, have the advance pre-approval of the Committee, but only to the extent
those services have been specified by the Committee and only in amounts that do not exceed the fee limits specified by the Committee. Such advance pre-approval is to be for a term of 12 months following the date of pre-approval unless the Committee specifically provides for a different term. Unless the Committee specifically determines otherwise, the aggregate amount of the fees pre-approved for All Other services for the fiscal year must not exceed seventy-five percent (75%) of the aggregate amount of the fees pre-approved for the fiscal year for Audit services, Audit-related services, and those types of Tax services that represent tax compliance or tax return preparation. The policy delegates the authority to pre-approve services to be provided by our Auditor, other than the annual audit engagement and any changes thereto, to the chair of the Committee. The chair may not, however, make a determination that causes the 75% limit described above to be exceeded. Any service pre-approved by the chair will be reported to the Committee at its next regularly scheduled meeting.
Information regarding fees billed to FHN by our Auditor, KPMG LLP, for the two most recent fiscal years, as well as other information related to our Auditor, is incorporated herein by reference to the section of our 20222024 Proxy Statement captioned Vote Item 2—Auditor Ratification. No services were approved by the Audit Committee pursuant to Rule 2-01(c)(7)(i)(C) of Regulation S-X.


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20212023 FORM 10-K ANNUAL REPORT

ITEM 15. EXHIBITS & FINANCIAL STATEMENT SCHEDULES
PART IV


Item 15.    Exhibits and Financial Statement Schedules
Financial Statements & Related Reports
Our consolidated financial statements, the notes thereto, and the reports of management and independent public accountants, as listed below, are incorporated herein by
reference to the pages of 20212023 Financial Statements (Item 8) indicated in Table 15.1.

Table 15.1
Item 8 PageStatement, Note, or Report Incorporated into Item 15
Report of Management on Internal Control over Financial Reporting
Reports of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 20212023 and 20202022
Consolidated Statements of Income for the years ended December 31, 2021, 2020,2023, 2022, and 20192021
Consolidated Statements of Comprehensive Income for the years ended December 31, 2021, 2020,2023, 2022, and 20192021
Consolidated Statements of Changes in Equity for the years ended December 31, 2021, 2020,2023, 2022, and 20192021
Consolidated Statements of Cash Flows for the years ended December 31, 2021, 2020,2023, 2022, and 20192021
Notes to the Consolidated Financial Statements

Financial Statement Schedules
Not applicable.

Exhibits
In the exhibit table that follows: the “Filed Here” column denotes each exhibit which is filed or furnished (as applicable) with this report; the “Mngt Exh” column denotes each exhibit that represents a management contract or compensatory plan or arrangement required to be identified as such; the “Furnished” column denotes each exhibit that is “furnished” pursuant to 18 U.S.C. Section 1350 or otherwise, and is not “filed” as part of this report or as a separate disclosure document; and the phrase “2021“2023 named executive officers” refers to those executive officers whose 20212023 compensation is described in our 20222024 Proxy Statement. All references to “First Horizon National Corporation” or to "First Tennessee National Corporation" refer to us, under previous corporate names.
In many agreements filed as exhibits, each party makes representations and warranties to other parties. Those
representations and warranties are made only to and for the benefit of those other parties in the context of a business contract. Exceptions to such representations and warranties may be partially or fully waived by such parties, or not enforced by such parties, in their discretion. No such representation or warranty may be relied upon by any other person for any purpose.


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20212023 FORM 10-K ANNUAL REPORT

ITEM 15. EXHIBITS & FINANCIAL STATEMENT SCHEDULES
Table 15.2
10-K EXHIBIT TABLE
Exh NoExh NoDescription of Exhibit to this 10-K ReportFiled HereMngt ExhFurn-ishedIncorporated by Reference toExh NoDescription of Exhibit to this 10-K ReportFiled HereMngt ExhFurn-ishedIncorporated by Reference to
FormExh NoFiling DateFormExh NoFiling Date
Corporate Exhibits
2.1X
Corporate Exhibits
3.1
3.1
3.13.18-K3.17/30/20218-K3.17/30/2021
3.23.28-K3.212/1/20203.2
Articles of Amendment of the Restated Charter of FHN, related to the Series G Preferred Stock [all Series G stock was converted into common stock in 2023; none remains outstanding]
8-K3.13/3/2022
3.33.38-K3.11/23/2024
4.14.18-K4.17/2/20204.18-K4.17/2/2020
4.24.28-K4.17/2/20204.28-K4.17/2/2020
4.34.38-K4.27/2/20204.38-K4.27/2/2020
4.44.48-K4.27/2/20204.48-K4.27/2/2020
4.54.58-K4.37/2/20204.58-K4.37/2/2020
4.64.68-K4.37/2/20204.68-K4.37/2/2020
4.74.78-K4.15/28/20204.78-K4.15/28/2020
4.84.88-K4.25/28/20204.88-K4.25/28/2020
4.94.98-K4.15/28/20204.98-K4.15/28/2020
4.104.108-K4.15/03/20214.108-K4.15/03/2021
4.114.118-K4.25/03/20214.118-K4.25/03/2021
4.124.128-K4.15/03/20214.128-K4.15/03/2021
4.134.1310-Q
2Q21
4.48/5/20214.1310-Q 2Q214.48/5/2021
4.144.14FHN agrees to furnish to the Securities and Exchange Commission upon request a copy of each instrument defining the rights of the holders of the senior and subordinated long-term debt of FHN and its consolidated subsidiaries
Equity-Based Award Plans
Equity-Based Award Plans
Equity-Based Award Plans
Equity-Based Award Plans
10.1 (a)
10.1 (a)
10.1 (a)
10.1 (a)(b)
10.1 (a)(b)
10.1 (a)(b)10.1 (a)(b)XProxy 2021App. A3/15/2021XProxy 2016App. A3/14/2016
10.1 (b)(c)10.1 (b)(c)XProxy 2016App. A3/14/201610.1 (b)(c)X10-K 202010.1(b)2/25/2021
10.1 (c)(d)10.1 (c)(d)X10-K 202010.1(b)2/25/202110.1 (c)(d)X10-K 202010.1(c)2/25/2021
10.1 (d)X10-K 202010.1(c)2/25/2021


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20212023 FORM 10-K ANNUAL REPORT

ITEM 15. EXHIBITS & FINANCIAL STATEMENT SCHEDULES
Exh NoDescription of Exhibit to this 10-K ReportFiled HereMngt ExhFurn-ishedIncorporated by Reference to
FormExh NoFiling Date
10.1 (e)X10-K 202010.1(d)2/25/2021
10.1 (f)X10-Q
2Q09
10.2(d)8/6/2009
10.1 (g)X10-Q
2Q09
10.1(e)8/6/2009
Performance-Based Equity Award Documents
10.2 (a)X10-Q
1Q16
1Q21
10.610.15/6/20162021
10.2 (b)X10-Q
1Q19
1Q22
10.15/8/20196/2022
10.2 (c)X10-Q
1Q20
10-K 2022
10.110.2(e)5/8/20203/1/2023
10.2 (d)X8-K10.38/4/2023
10.2 (e)XX
10.2 (f)10-Q
1Q21
X
10.1X5/6/2021
Stock Option Award Documents
10.3 (a)X10-Q
2Q17
1Q17
10.110.28/5/8/2017
10.3 (b)X10-K
2004
10-Q 1Q18
10.5(e)10.23/14/20055/8/2018
10.3 (c)X10-K
2006
10-Q 1Q19
10.5(o)10.22/28/20075/8/2019
10.3 (d)X10-Q 1Q1510.25/7/2015
10.3 (e)X10-Q 1Q1610.25/6/2016
10.3 (f)X10-Q 1Q1610.55/6/2016
10.3 (g)X10-Q 1Q1710.25/8/2017
10.3 (h)X10-Q 1Q1810.25/8/2018
10.3 (i)X10-Q 1Q1910.25/8/2019
10.3 (j)X10-Q 1Q2010.25/8/2020
10.3 (k)(e)X10-K 202010.3(l)2/25/2021
Other Equity-Based Award Documents
10.4 (a)X10-Q 1Q1910.35/8/2019
10.4 (b)X10-Q 1Q2010.35/8/2020
10.4 (c)X10-Q 1Q2110.25/6/2021
10.4 (d)(b)X10-Q 1Q2110.35/6/2021
10.4 (c)X10-Q 1Q2210.25/6/2022
10.4 (d)X10-K 202210.4(e)3/1/2023
10.4 (e)X10-K 2019X10.4(e)2/28/2020
10.4 (f)X10-K 2020X10.4(f)2/25/2021
10.4 (g)X10-Q 1Q218-K10.45/6/20218/4/2023
10.4 (h)XX
10.4 (i)XX
Management Cash Incentive Plan Documents


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2021 FORM 10-K ANNUAL REPORT

ITEM 15. EXHIBITS & FINANCIAL STATEMENT SCHEDULES
Exh NoDescription of Exhibit to this 10-K ReportFiled HereMngt ExhFurn-ishedIncorporated by Reference to
FormExh NoFiling Date
10.5 (a)X8-K10.110/27/2021
10.5 (b)XProxy 2016App B3/14/2016
Other Exhibits relating to Employment, Retirement, Severance, or Separation
10.6 (a)X8-K10.7(a2)2/26/2007
10.6 (b)X10-Q
3Q07
10.7(a4)11/7/2007
10.6 (c)X10-Q
3Q07
10.7(a5)11/7/2007
10.6 (d)X8-K10.211/24/2008
10.6 (e)X8-K10.11/29/2021
10.6 (f)X10-Q 3Q0710.7(e)11/7/2007
10.6 (g)X10-K
2009
10.7(d2)2/26/2010
10.6 (h)X10-Q 3Q1110.211/8/2011
10.6 (i)X8-K10.17/17/2012
10.6 (j)X8-K10.111/7/2019
10.6 (k)X8-K10.211/7/2019
10.6 (l)X10-K 202010.6(l)2/25/2021
10.6 (m)X10-K 202010.6(m)2/25/2021
10.6 (n)X8-K99.111/7/2019
10.6 (o)X10-K 202010.6(o)2/25/2021
10.6 (p)X8-K10.17/2/2020
10.6 (q)X8-K10.19/30/2021
10.6 (r)X8-K10.111/9/2021
Documents Related to Other Deferral Plans and Programs
10.7 (a)X10-Q 2Q1710.48/8/2017
10.7 (b)X10-Q 3Q0710.1(a3)11/7/2007
10.7 (c)X10-Q 3Q2110.111/5/2021
10.7 (d)X10-K
2018
10.7(d)2/28/2019


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ITEM 15. EXHIBITS & FINANCIAL STATEMENT SCHEDULES
Exh NoExh NoDescription of Exhibit to this 10-K ReportFiled HereMngt ExhFurn-ishedIncorporated by Reference toExh NoDescription of Exhibit to this 10-K ReportFiled HereMngt ExhFurn-ishedIncorporated by Reference to
FormExh NoFiling DateFormExh NoFiling Date
10.6 (g)10.6 (g)X10-K 200910.7(d2)2/26/2010
10.6 (h)10.6 (h)X10-Q 3Q1110.211/8/2011
10.6 (i)10.6 (i)X8-K10.17/17/2012
10.6
(j)
10.6
(j)
X8-K10.28/4/2023
10.6 (k)10.6 (k)X8-K10.17/2/2020
Documents Related to Other Deferral Plans and Programs
10.7 (a)
10.7 (a)
10.7 (a)X10-Q 2Q1710.48/8/2017
10.7 (b)10.7 (b)X10-Q 3Q0710.1(a3)11/7/2007
10.7 (c)10.7 (c)X10-Q 3Q2310.111/7/2023
10.7 (d)10.7 (d)X10-K 201810.7(d)2/28/2019
10.7 (e)10.7 (e)X10-Q 3Q0710.1(c)11/7/200710.7 (e)
Form of First Horizon National Corporation Deferred Compensation Plan as Amended and Restated [formerly known as First Tennessee National Corporation Nonqualified Deferred Compensation Plan]
X10-Q 3Q0710.1(c)11/7/2007
10.7 (f)10.7 (f)X8-K10(z)1/3/200510.7 (f)XS-8 333-
273513
4.57/28/2023
Other Exhibits related to Management or Directors
10.7 (g)10.7 (g)X8-K10(z)1/3/2005
Other Exhibits related to Management or Directors
10.8 (a)
10.8 (a)
10.8 (a)10.8 (a)X10-Q 3Q0610.811/8/2006X10-Q 3Q0610.811/8/2006
10.8 (b)10.8 (b)X10-K 202010.8(b)2/25/202110.8 (b)X10-K 202010.8(b)2/25/2021
10.8 (c)10.8 (c)X10-Q 2Q1710.28/8/201710.8 (c)X10-Q 2Q1710.28/8/2017
10.8 (d)10.8 (d)X10-Q 2Q1710.38/8/201710.8 (d)X10-Q 2Q1710.38/8/2017
10.8 (e)10.8 (e)X8-K10.44/28/200810.8 (e)X8-K10.44/28/2008
10.8 (f)10.8 (f)X8-K10.54/28/200810.8 (f)X8-K10.54/28/2008
10.8 (g)10.8 (g)X
10.8 (h)10.8 (h)X
Other Exhibits
10.8 (h)
10.8 (h)
Other Exhibits
Other Exhibits
Other Exhibits
141410-K
2008
142/26/2009
21X
23X
24X
31(a)X
31(b)X
32(a)XX
32(b)XX
XBRL Exhibits
101
The following financial information from First Horizon Corporation’s Annual Report on Form 10-K for the year ended December 31, 2021, formatted in Inline XBRL:
(i) Consolidated Balance Sheets at December 31, 2021 and 2020
(ii) Consolidated Statements of Income for the Years Ended December 31, 2021, 2020, and 2019
(iii) Consolidated Statements of Comprehensive Income for the Years EndedDecember 31, 2021, 2020, and 2019.
(iv) Consolidated Statements of Changes in Equity for the Years Ended December 31, 2021, 2020, and 2019.
(v) Consolidated Statements of Cash Flows for the Years Ended December 31, 2021, 2020, and 2019.
(vi) Notes to the Consolidated Financial Statements
X
14
1410-K 2022143/1/2023
19.119.110-Q 2Q2319.18/4/2023


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20212023 FORM 10-K ANNUAL REPORT

ITEM 15. EXHIBITS & FINANCIAL STATEMENT SCHEDULES
Exh NoDescription of Exhibit to this 10-K ReportFiled HereMngt ExhFurn-ishedIncorporated by Reference to
FormExh NoFiling Date
101. INSXBRL Instance Document-the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL documentX
101. SCHInline XBRL Taxonomy Extension SchemaX
101. CALInline XBRL Taxonomy Extension Calculation LinkbaseX
101. DEFInline XBRL Taxonomy Extension Definition LinkbaseX
101. LABInline XBRL Taxonomy Extension Label LinkbaseX
101. PREInline XBRL Taxonomy Extension Presentation LinkbaseX
104Cover Page Interactive Data File, formatted in Inline XBRL (included in Exhibit 101)X
Exh NoDescription of Exhibit to this 10-K ReportFiled HereMngt ExhFurn-ishedIncorporated by Reference to
FormExh NoFiling Date
19.210-Q 2Q2319.28/4/2023
21X
23X
24X
31(a)X
31(b)X
32(a)XX
32(b)XX
97X
XBRL Exhibits
101
The following financial information from First Horizon Corporation’s Annual Report on Form 10-K for the year ended December 31, 2023, formatted in Inline XBRL:
(i) Consolidated Balance Sheets at December 31, 2023 and 2022;
(ii) Consolidated Statements of Income for the Years Ended December 31, 2023, 2022, and 2021;
(iii) Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2023, 2022, and 2021;
(iv) Consolidated Statements of Changes in Equity for the Years Ended December 31, 2023, 2022, and 2021;
(v) Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2022, and 2021; and
(vi) Notes to the Consolidated Financial Statements.
X
101. INSXBRL Instance Document-the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL documentX
101. SCHInline XBRL Taxonomy Extension SchemaX
101. CALInline XBRL Taxonomy Extension Calculation LinkbaseX
101. DEFInline XBRL Taxonomy Extension Definition LinkbaseX
101. LABInline XBRL Taxonomy Extension Label LinkbaseX
101. PREInline XBRL Taxonomy Extension Presentation LinkbaseX
104Cover Page Interactive Data File, formatted in Inline XBRL (included in Exhibit 101)X


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2021 FORM 10-K ANNUAL REPORT

ITEM 16. FORM 10-K SUMMARY
Item 16. Form 10-K Summary
Not applicable.


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20212023 FORM 10-K ANNUAL REPORT

SIGNATURES
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
    
 FIRST HORIZON CORPORATION                            
Date: March 1, 2022February 22, 2024 By: /s/ Hope Dmuchowski
 Name: Hope Dmuchowski
 Title: Senior Executive Vice President and Chief Financial Officer
  (Duly Authorized Officer and Principal Financial Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature*TitleDate*Signature*TitleDate*
D. Bryan Jordan
D. Bryan Jordan
President, Chief Executive Officer, Chairman of the Board, and a Director (principal executive officer)
*
Hope Dmuchowski
Hope Dmuchowski
Senior Executive Vice President and Chief Financial Officer
(principal financial officer)
*
Jeff L. Fleming
Jeff L. Fleming
Executive Vice President and Chief Accounting Officer (principal accounting officer)
*
Harry V. Barton, Jr.
Harry V. Barton, Jr.
Director*
Kenneth A. BurdickVelia Carboni
Kenneth A. BurdickVelia Carboni
Director*
Daryl G. Byrd
Daryl G. Byrd
Director*
John N. Casbon
John N. Casbon
Director*
John C. Compton
John C. Compton
Director*
Wendy P. Davidson
Wendy P. Davidson
Director*
John W. Dietrich
John W. Dietrich
Director*
William H. Fenstermaker
William H. Fenstermaker
Director*
J. Michael Kemp, Sr.
J. Michael Kemp, Sr.
Director*
Rick E. Maples
Rick E. Maples
Director*
Vicki R. Palmer
Vicki R. Palmer
Director*
Colin V. Reed
Colin V. Reed
Director*
E. Stewart Shea III
    E. Stewart Shea III
Director*
Cecelia D. Stewart
Cecelia D. Stewart
Director*
Rajesh Subramaniam
Rajesh Subramaniam
Director*
Rosa Sugrañes
Rosa Sugrañes
Director*
R. Eugene Taylor
R. Eugene Taylor
Director*

*By: /s/ Clyde A. Billings, Jr.
March 1, 2022February 22, 2024
 Clyde A. Billings, Jr.
 As Attorney-in-Fact



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20212023 FORM 10-K ANNUAL REPORT