UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q

 

 

(Mark One)

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 20162017

or

 

¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission File Number 001-15185

 

 

First Horizon National Corporation

(Exact name of registrant as specified in its charter)

 

 

 

TN 62-0803242

(State or other jurisdiction

incorporation of organization)

 

(IRS Employer

incorporation of organization)

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

 

 

(Former name, former address and former fiscal year, if changed since last report)

 

 

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.     x  Yes    ¨  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).    x  Yes    ¨  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”filer,” “smaller reporting company,” and “smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer x  Accelerated filer  ¨
Non-accelerated filer ¨
Smaller reporting company

            Emerging Growth Company

        (Do not check if a smaller reporting company) Smaller reporting 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).    ¨  Yes     x No

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Class

  

Outstanding on March 31, 20162017

Common Stock, $.625 par value  232,547,029233,883,250

 

 

 


Table of Contents

FIRST HORIZON NATIONAL CORPORATION

INDEX

 

Part I. Financial Information

   1 

Item 1. Financial Statements

   1 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

   6463 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

   103101 

Item 4. Controls and Procedures

   103101 

Part II. Other Information

   104102 

Item 1. Legal Proceedings

   104102 

Item 1A. Risk Factors

   104102 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

   104102 

Item 3. Defaults Upon Senior Securities

   104102 

Item 4. Mine Safety Disclosures

   104102 

Item 5. Other Information

   104102 

Item 6. Exhibits

   105103 

Signatures

   107104 

Exhibit Index

   108105 

Exhibit 10.1

  

Exhibit 10.2

  

Exhibit 10.3

  

Exhibit 10.4

Exhibit 10.5

Exhibit 10.6

  

Exhibit 31(a)

  

Exhibit 31(b)

  

Exhibit 32(a)

  

Exhibit 32(b)

  


PART I.

FINANCIAL INFORMATION

 

Item 1.Financial Statements

  

The Consolidated Condensed Statements of Condition (unaudited)

   2 

The Consolidated Condensed Statements of Income (unaudited)

   3 

The Consolidated Condensed Statements of Comprehensive Income (unaudited)

   4 

The Consolidated Condensed Statements of Equity (unaudited)

   5 

The Consolidated Condensed Statements of Cash Flows (unaudited)

   6 

The Notes to the Consolidated Condensed Financial Statements (unaudited)

   7 

Note 1 Financial Information

   7 

Note 2 Acquisitions and Divestitures

   1011 

Note 3 Investment Securities

   1112 

Note 4 Loans

   1314 

Note 5 Allowance for Loan Losses

   2221 

Note 6 Intangible Assets

   2322 

Note 7 Other Income and Other Expense

   2423 

Note 8 Changes in AccumulatedComponents of Other Comprehensive Income BalancesIncome/(loss)

   2524 

Note 9 Earnings Per Share

   2625 

Note 10 Contingencies and Other Disclosures

   2726 

Note 11 Pensions,Pension, Savings, and Other Employee Benefits

   3432 

Note 12 Business Segment Information

   3533 

Note 13 Variable Interest Entities

   3735 

Note 14 Derivatives

   4240 

Note 15 Master Netting and Similar Agreements - Repurchase, Reverse Repurchase, and Securities Borrowing and Lending Transactions

   4847 

Note 16 Fair Value of Assets & Liabilities

   49 

This financial information reflects all adjustments that are, in the opinion of management, necessary for a fair presentation of the financial condition and results of operations for the interim periods presented.

CONSOLIDATED CONDENSED STATEMENTS OF CONDITION

 

  First Horizon National Corporation   First Horizon National Corporation 
  March 31 December 31   (Unaudited)   

(Dollars in thousands, except per share amounts)(Unaudited)

  2016 2015 2015 
  March 31 December 31 

(Dollars in thousands, except per share amounts)

  2017 2016 

Assets:

       

Cash and due from banks

  $280,625   $282,800   $300,811    $369,290  $373,274 

Federal funds sold

   34,061   43,052   114,479     31,495  50,838 

Securities purchased under agreements to resell (Note 15)

   767,483   831,541   615,773     835,222  613,682 
  

 

  

 

  

 

   

 

  

 

 

Total cash and cash equivalents

   1,082,169   1,157,393   1,031,063     1,236,007  1,037,794 
  

 

  

 

  

 

   

 

  

 

 

Interest-bearing cash

   951,920   438,633   602,836     2,106,597  1,060,034 

Trading securities

   1,226,521   1,532,463   881,450     1,167,310  897,071 

Loans held-for-sale (a)

   116,270   133,958   126,342     105,456  111,248 

Securities available-for-sale (Note 3)

   4,014,405   3,672,331   3,929,846     3,939,278  3,943,499 

Securities held-to-maturity (Note 3)

   14,326   4,299   14,320     14,354  14,347 

Loans, net of unearned income (Note 4) (b)

   17,574,994   16,732,123   17,686,502     19,090,074  19,589,520 

Less: Allowance for loan losses (Note 5)

   204,034   228,328   210,242     201,968  202,068 
  

 

  

 

  

 

   

 

  

 

 

Total net loans

   17,370,960   16,503,795   17,476,260     18,888,106  19,387,452 
  

 

  

 

  

 

   

 

  

 

 

Goodwill (Note 6)

   191,307   145,932   191,307     191,371  191,371 

Other intangible assets, net (Note 6)

   24,915   28,220   26,215     19,785  21,017 

Fixed income receivables

   114,854   190,662   63,660     168,315  57,411 

Premises and equipment, net (March 31, 2016 includes $10.8 million classified as held-for-sale)

   274,347   301,069   275,619  

Premises and equipment, net (March 31, 2017 and December 31, 2016 include $6.2 million and $5.8 million, respectively, classified as held-for-sale)

   290,497  289,385 

Real estate acquired by foreclosure (c)

   24,521   39,776   33,063     15,144  16,237 

Derivative assets (Note 14)

   165,007   148,153   104,365     98,120  121,654 

Other assets

   1,392,160   1,416,635   1,436,291     1,378,260  1,406,711 
  

 

  

 

  

 

   

 

  

 

 

Total assets

  $26,963,682   $25,713,319   $26,192,637    $29,618,600  $28,555,231 
  

 

  

 

  

 

   

 

  

 

 

Liabilities and equity:

       

Deposits:

       

Savings

  $7,921,344   $7,428,000   $7,811,191    $9,573,628  $9,428,197 

Time deposits

   763,897   792,914   788,487     1,385,818  1,355,133 

Other interest-bearing deposits

   5,371,864   4,939,240   5,388,526     6,164,775  5,948,439 

Certificates of deposit $100,000 and more

   553,534   417,503   443,389  
  

 

  

 

  

 

   

 

  

 

 

Interest-bearing

   14,610,639   13,577,657   14,431,593     17,124,221  16,731,769 

Noninterest-bearing

   5,717,195   5,060,897   5,535,885     6,355,620  5,940,594 
  

 

  

 

  

 

   

 

  

 

 

Total deposits

   20,327,834   18,638,554   19,967,478     23,479,841  22,672,363 
  

 

  

 

  

 

   

 

  

 

 

Federal funds purchased

   588,413   703,352   464,166     504,805  414,207 

Securities sold under agreements to repurchase (Note 15)

   425,217   309,297   338,133     406,354  453,053 

Trading liabilities

   738,653   813,141   566,019     848,190  561,848 

Other short-term borrowings

   96,723   158,745   137,861     79,454  83,177 

Term borrowings

   1,323,749   1,570,646   1,312,677     1,035,036  1,040,656 

Fixed income payables

   56,399   91,176   23,072     21,116  21,002 

Derivative liabilities (Note 14)

   146,297   133,273   108,339     101,347  135,897 

Other liabilities

   617,449   795,878   635,306     401,997  467,944 
  

 

  

 

  

 

   

 

  

 

 

Total liabilities

   24,320,734   23,214,062   23,553,051     26,878,140  25,850,147 
  

 

  

 

  

 

   

 

  

 

 

Equity:

       

First Horizon National Corporation Shareholders’ Equity:

       

Preferred stock—Series A, non-cumulative perpetual, no par value, liquidation preference of $100,000 per share—(shares authorized—1,000; shares issued—1,000 on March 31, 2016, March 31, 2015 and December 31, 2015)

   95,624   95,624   95,624  

Common stock—$.625 par value (shares authorized—400,000,000; shares issued—232,547,029 on March 31, 2016; 233,498,534 on March 31, 2015; and 238,586,637 on December 31, 2015)

   145,342   145,937   149,117  

Preferred stock - Series A, non-cumulative perpetual, no par value, liquidation preference of $100,000 per share - (shares authorized - 1,000; shares issued - 1,000 on March 31, 2017 and December 31, 2016)

   95,624  95,624 

Common stock - $.625 par value (shares authorized - 400,000,000; shares issued - 233,883,250 on March 31, 2017 and 233,623,686 on December 31, 2016)

   146,177  146,015 

Capital surplus

   1,371,397   1,370,711   1,439,303     1,391,777  1,386,636 

Undivided profits

   905,595   760,713   874,303     1,061,409  1,029,032 

Accumulated other comprehensive loss, net (Note 8)

   (170,441 (169,159 (214,192   (249,958 (247,654
  

 

  

 

  

 

   

 

  

 

 

Total First Horizon National Corporation Shareholders’ Equity

   2,347,517   2,203,826   2,344,155     2,445,029  2,409,653 
  

 

  

 

  

 

   

 

  

 

 

Noncontrolling interest

   295,431   295,431   295,431     295,431  295,431 
  

 

  

 

  

 

   

 

  

 

 

Total equity

   2,642,948   2,499,257   2,639,586     2,740,460  2,705,084 
  

 

  

 

  

 

   

 

  

 

 

Total liabilities and equity

  $26,963,682   $25,713,319   $26,192,637    $29,618,600  $28,555,231 
  

 

  

 

  

 

   

 

  

 

 

Certain previously reported amounts have been revisedreclassified to reflect the retroactive effect of the adoption of ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs.” See Note 1—Financial Information for additional information.agree with current presentation.

See accompanying notes to consolidated condensed financial statements.

 

(a)March 31, 2016 and 20152017 and December 31, 20152016 include $22.0 million, $23.8$17.5 million and $22.4$19.3 million, respectively, of held-for-sale consumer mortgage loans secured by residential real estate in process of foreclosure.
(b)March 31, 2016 and 20152017 and December 31, 20152016 include $31.2 million, $28.0$30.3 million and $29.7$28.5 million, respectively, of held-to-maturity consumer mortgage loans secured by residential real estate properties in process of foreclosure.
(c)March 31, 2016 and 20152017 and December 31, 20152016 include $11.7 million, $17.5$7.8 million and $14.6$8.1 million, respectively, of foreclosed residential real estate.

CONSOLIDATED CONDENSED STATEMENTS OF INCOME

 

  First Horizon National Corporation   First Horizon National Corporation 
  Three Months Ended   Three Months Ended
March 31
 
  March 31 

(Dollars and shares in thousands except per share data, unless otherwise noted)(Unaudited)

  2016 2015 

(Dollars and shares in thousands except per share data, unless otherwise noted) (Unaudited)

  2017 2016 

Interest income:

      

Interest and fees on loans (three months ended March 31, 2016 includes $.6 million of income associated with cash flow hedges reclassified from accumulated other comprehensive income)

  $158,423   $143,897  

Interest and fees on loans

  $180,464  $158,423 

Interest on investment securities available-for-sale

   24,474   22,834     25,635  24,474 

Interest on investment securities held-to-maturity

   197   66     197  197 

Interest on loans held-for-sale

   1,261   1,491     1,283  1,261 

Interest on trading securities

   7,751   9,101     6,353  7,751 

Interest on other earning assets

   1,558   679     4,879  1,558 
  

 

  

 

   

 

  

 

 

Total interest income

   193,664   178,068     218,811  193,664 
  

 

  

 

   

 

  

 

 

Interest expense:

      

Interest on deposits:

      

Savings

   4,190   3,307     9,210  4,190 

Time deposits

   1,112   1,432     2,833  2,323 

Other interest-bearing deposits

   2,304   957     4,143  2,304 

Certificates of deposit $100,000 and more

   1,211   882  

Interest on trading liabilities

   4,039   3,914     3,781  4,039 

Interest on short-term borrowings

   1,128   1,046     1,392  1,128 

Interest on term borrowings

   7,606   9,664     7,744  7,606 
  

 

  

 

   

 

  

 

 

Total interest expense

   21,590   21,202     29,103  21,590 
  

 

  

 

   

 

  

 

 

Net interest income

   172,074   156,866     189,708  172,074 

Provision for loan losses

   3,000   5,000  

Provision/(provision credit) for loan losses

   (1,000 3,000 
  

 

  

 

   

 

  

 

 

Net interest income after provision for loan losses

   169,074   151,866  

Net interest income after provision/(provision credit) for loan losses

   190,708  169,074 
  

 

  

 

   

 

  

 

 

Noninterest income:

      

Fixed income

   66,977   61,619     50,678  66,977 

Deposit transactions and cash management

   26,837   26,551     24,565  26,837 

Brokerage, management fees and commissions

   10,415   11,399     11,906  10,415 

Trust services and investment management

   6,565   6,698     6,653  6,565 

Bankcard income

   5,259   5,186     5,455  5,259 

Bank-owned life insurance

   3,389   3,462     3,247  3,389 

Other service charges

   2,713   2,848  

Debt securities gains/(losses), net (Note 3 and Note 8)

   1,654    —       44  1,654 

Equity securities gains/(losses), net (Note 3)

   (80 276     —    (80

Insurance commissions

   487   596  

All other income and commissions (Note 7)

   10,089   11,054     14,391  13,289 
  

 

  

 

   

 

  

 

 

Total noninterest income

   134,305   129,689     116,939  134,305 
  

 

  

 

   

 

  

 

 

Adjusted gross income after provision for loan losses

   303,379   281,555  

Adjusted gross income after provision/(provision credit) for loan losses

   307,647  303,379 
  

 

  

 

   

 

  

 

 

Noninterest expense:

      

Employee compensation, incentives, and benefits (three months ended March 31, 2016 and 2015, include $1.8 million of expense associated with pension and post-retirement plans reclassified from accumulated other comprehensive income)

   137,151   131,444  

Employee compensation, incentives, and benefits

   134,932  137,151 

Occupancy

   12,604   12,218     12,340  12,604 

Operations services

   10,875  9,900 

Computer software

   11,587   10,942     10,799  11,587 

Operations services

   9,900   9,337  

Equipment rentals, depreciation, and maintenance

   6,159   7,220     6,351  6,159 

FDIC premium expense

   5,739  4,921 

Legal fees

   5,283  4,879 

Professional fees

   5,199   3,706     4,746  5,199 

Advertising and public relations

   4,973   4,733     4,601  4,973 

FDIC premium expense

   4,921   3,448  

Legal fees

   4,879   3,551  

Communications and courier

   3,750   3,876     3,800  3,750 

Other insurance and taxes

   3,313   3,329  

Contract employment and outsourcing

   2,425   4,584     2,958  2,425 

Amortization of intangible assets

   1,300   1,298     1,232  1,300 

Foreclosed real estate

   (258 (131

Repurchase and foreclosure provision/(provision credit)

   (238  —   

All other expense (Note 7)

   19,024   176,666     18,787  22,079 
  

 

  

 

   

 

  

 

 

Total noninterest expense

   226,927   376,221     222,205  226,927 
  

 

  

 

   

 

  

 

 

Income/(loss) before income taxes

   76,452   (94,666   85,442  76,452 

Provision/(benefit) for income taxes (three months ended March 31, 2016 and 2015, include $.2 million of income tax expense and $.7 million of income tax benefit reclassified from accumulated other comprehensive income)

   24,239   (22,261
  

 

  

 

 

Provision/(benefit) for income taxes

   27,054  24,239 
  

 

  

 

   

 

  

 

 

Net income/(loss)

  $52,213   $(72,405  $58,388  $52,213 
  

 

  

 

   

 

  

 

 

Net income attributable to noncontrolling interest

   2,851   2,758     2,820  2,851 
  

 

  

 

   

 

  

 

 

Net income/(loss) attributable to controlling interest

  $49,362   $(75,163  $55,568  $49,362 
  

 

  

 

   

 

  

 

 

Preferred stock dividends

   1,550   1,550     1,550  1,550 
  

 

  

 

   

 

  

 

 

Net income/(loss) available to common shareholders

  $47,812   $(76,713  $54,018  $47,812 
  

 

  

 

   

 

  

 

 

Basic earnings/(loss) per share (Note 9)

  $0.20   $(0.33  $0.23  $0.20 
  

 

  

 

   

 

  

 

 

Diluted earnings/(loss) per share (Note 9)

  $0.20   $(0.33  $0.23  $0.20 
  

 

  

 

   

 

  

 

 

Weighted average common shares (Note 9)

   234,651   232,816     233,076  234,651 
  

 

  

 

   

 

  

 

 

Diluted average common shares (Note 9)

   236,666   232,816     236,855  236,666 
  

 

  

 

   

 

  

 

 

Cash dividends declared per common share

  $0.07   $0.06    $0.09  $0.07 
  

 

  

 

   

 

  

 

 

Certain previously reported amounts have been reclassified to agree with current presentation.

See accompanying notes to consolidated condensed financial statements.

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

 

   First Horizon National Corporation 
   Three Months Ended 
   March 31 

(Dollars in thousands) (Unaudited)

  2016  2015 

Net income/(loss)

  $52,213   $(72,405

Other comprehensive income/(loss), net of tax:

   

Securities available-for-sale:

   

Unrealized fair value adjustments

   40,180    18,004  

Reclassification adjustments for net (gain)/loss included in net income

   (1,020  —    

Cash flow hedges:

   

Unrealized gain/(loss)

   3,839    —    

Reclassification adjustments for net (gain)/loss included in net income

   (374  —    

Recognized pension and other employee benefit plans net periodic benefit costs

   1,126    1,083  
  

 

 

  

 

 

 

Other comprehensive income/(loss)

   43,751    19,087  
  

 

 

  

 

 

 

Comprehensive income/(loss)

   95,964    (53,318
  

 

 

  

 

 

 

Comprehensive income attributable to noncontrolling interest

   2,851    2,758  
  

 

 

  

 

 

 

Comprehensive income/(loss) attributable to controlling interest

  $93,113   $(56,076
  

 

 

  

 

 

 
   First Horizon National Corporation 
   Three Months Ended
March 31
 

(Dollars in thousands) (Unaudited)

  2017  2016 

Net income/(loss)

  $58,388  $52,213 

Other comprehensive income/(loss), net of tax:

   

Net unrealized gains/(losses) on securities available-for-sale

   (1,563  39,160 

Net unrealized gains/(losses) on cash flow hedges

   (1,914  3,465 

Net unrealized gains/(losses) on pension and other postretirement plans

   1,173   1,126 
  

 

 

  

 

 

 

Other comprehensive income/(loss)

   (2,304  43,751 
  

 

 

  

 

 

 

Comprehensive income

   56,084   95,964 
  

 

 

  

 

 

 

Comprehensive income attributable to noncontrolling interest

   2,820   2,851 
  

 

 

  

 

 

 

Comprehensive income attributable to controlling interest

  $53,264  $93,113 
  

 

 

  

 

 

 

Income tax expense/(benefit) of items included in Other comprehensive income:

   

Net unrealized gains/(losses) on securities available for sale

  $(970 $24,337 

Net unrealized gains/(losses) on cash flow hedges

   (1,187  2,153 

Net unrealized gains/(losses) on pension and other postretirement plans

   727   700 

See accompanying notes to consolidated condensed financial statements.

CONSOLIDATED CONDENSED STATEMENTS OF EQUITY

 

  First Horizon National Corporation   First Horizon National Corporation 
  2016 2015   2017 2016 

(Dollars in thousands except per share
data)(Unaudited)

  Controlling Interest Noncontrolling
Interest
 Total Controlling Interest Noncontrolling
Interest
 Total 

(Dollars in thousands except per share data) (Unaudited)

  Controlling
Interest
 Noncontrolling
Interest
 Total Controlling
Interest
 Noncontrolling
Interest
 Total 

Balance, January 1

  $2,344,155   $295,431   $2,639,586   $2,286,159   $295,431   $2,581,590    $2,409,653  $295,431  $2,705,084  $2,344,155  $295,431  $2,639,586 

Net income/(loss)

   49,362    2,851    52,213   (75,163 2,758   (72,405   55,568   2,820   58,388  49,362  2,851  52,213 

Other comprehensive income/(loss) (a)

   43,751    —      43,751   19,087    —     19,087     (2,304  —     (2,304 43,751   —    43,751 
  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Comprehensive income/(loss)

   93,113    2,851    95,964   (56,076 2,758   (53,318

Comprehensive income

   53,264   2,820   56,084  93,113  2,851  95,964 
  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Cash dividends declared:

              

Preferred stock ($1,550 per share for the three months ended March 31, 2016 and 2015)

   (1,550  —      (1,550 (1,550  —     (1,550

Common stock ($.07 and $.06 per share for the three months ended March 31, 2016 and 2015, respectively)

   (16,519  —      (16,519 (14,159  —     (14,159

Preferred stock ($1,550 per share for the three months ended March 31, 2017 and 2016)

   (1,550  —     (1,550 (1,550  —    (1,550

Common stock ($.09 and $.07 per share for the three months ended March 31, 2017 and 2016, respectively)

   (21,354  —     (21,354 (16,519  —    (16,519

Common stock repurchased (b)

   (75,763  —      (75,763 (16,767  —     (16,767   (2,016  —     (2,016 (75,763  —    (75,763

Common stock issued for:

              

Stock options and restricted stock—equity awards

   157    —      157   3,173    —     3,173  

Stock options and restricted stock - equity awards

   2,003   —     2,003  157   —    157 

Stock-based compensation expense

   3,941    —      3,941   3,024    —     3,024     5,029   —     5,029  3,941   —    3,941 

Dividends declared—noncontrolling interest of subsidiary preferred stock

   —      (2,851  (2,851  —     (2,758 (2,758

Tax benefit/(benefit reversal)—stock based compensation expense

   (17  —      (17 22    —     22  

Dividends declared - noncontrolling interest of subsidiary preferred stock

   —     (2,820  (2,820  —    (2,851 (2,851

Tax benefit/(benefit reversal) - stock based compensation expense

   —     —     —    (17  —    (17
  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Balance, March 31

  $2,347,517   $295,431   $2,642,948   $2,203,826   $295,431   $2,499,257    $2,445,029  $295,431  $2,740,460  $2,347,517  $295,431  $2,642,948 
  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 

See accompanying notes to consolidated condensed financial statements.

 

(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)2016 and 2015 includeincludes $75.0 million and $15.8 million, respectively, repurchased under share repurchase programs.

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

 

  First Horizon National Corporation   First Horizon National Corporation 
  Three Months Ended March 31   Three Months Ended March 31 

(Dollars in thousands)(Unaudited)

  2016 2015 

(Dollars in thousands) (Unaudited)

  2017 2016 

Operating Activities

      

Net income/(loss)

  $52,213   $(72,405  $58,388  $52,213 

Adjustments to reconcile net income/(loss) to net cash provided/(used) by operating activities:

      

Provision for loan losses

   3,000   5,000  

Provision/(provision credit) for loan losses

   (1,000 3,000 

Provision/(benefit) for deferred income taxes

   4,293   (25,254   6,920  4,293 

Depreciation and amortization of premises and equipment

   8,122   9,144     8,151  8,122 

Amortization of intangible assets

   1,300   1,299     1,232  1,300 

Net other amortization and accretion

   4,730   4,613     6,207  4,730 

Net (increase)/decrease in derivatives

   (321 713     (16,864 (321

Fair value adjustment to foreclosed real estate

   536   376  

Repurchase and foreclosure provision/(provision credit)

   (238  —   

(Gains)/losses and write-downs on other real estate, net

   156  (162

Litigation and regulatory matters

   (375 162,522     (294 (375

Stock-based compensation expense

   3,941   3,024     5,029  3,941 

(Tax benefit)/benefit reversal—stock based compensation expense

   17   (22

Equity securities (gains)/losses, net

   80   (276   (44 80 

Debt securities (gains)/losses, net

   (1,654  —       —    (1,654

Net (gains)/losses on sale/disposal of fixed assets

   3,684   (13   36  3,684 

Loans held-for-sale:

      

Purchases

   (148 (854

Purchases and originations

   (47,445 (148

Gross proceeds from settlements and sales

   10,311   10,080     54,046  10,311 

(Gain)/loss due to fair value adjustments and other

   (91 (1,899   (809 (91

Net (increase)/decrease in:

      

Trading securities

   (346,558 (338,597   (270,495 (346,558

Fixed income receivables

   (51,194 (148,174   (110,904 (51,194

Interest receivable

   (8,352 (5,415   1,055  (8,352

Other assets

   19,223   (19,442   16,873  19,223 

Net increase/(decrease) in:

      

Trading liabilities

   172,634   218,827     286,342  172,634 

Fixed income payables

   33,327   73,019     114  33,327 

Interest payable

   10,206   7,750     7,360  10,206 

Other liabilities

   (29,942 (25,602   (75,014 (29,942
  

 

  

 

   

 

  

 

 

Total adjustments

   (163,231 (69,181   (129,586 (163,946
  

 

  

 

   

 

  

 

 

Net cash provided/(used) by operating activities

   (111,018 (141,586   (71,198 (111,733
  

 

  

 

   

 

  

 

 

Investing Activities

      

Available-for-sale securities:

      

Sales

   961   276     44  961 

Maturities

   135,503   142,858     135,046  135,503 

Purchases

   (159,066 (231,534   (135,676 (159,066

Premises and equipment:

      

Sales

   1,356   2,849     18  1,356 

Purchases

   (11,890 (10,053   (9,318 (11,890

Proceeds from sales of other real estate

   2,135  10,518 

Net (increase)/decrease in:

      

Loans

   112,474   (507,890   499,796  102,654 

Interests retained from securitizations classified as trading securities

   1,487   525     256  1,487 

Interest-bearing cash

   (349,084 1,183,334     (1,046,563 (349,084
  

 

  

 

   

 

  

 

 

Net cash provided/(used) by investing activities

   (268,259 580,365     (554,262 (267,561
  

 

  

 

   

 

  

 

 

Financing Activities

      

Common stock:

      

Stock options exercised

   157   3,340     2,045  157 

Cash dividends paid

   (14,347 (11,749   (16,465 (14,347

Repurchase of shares (a)

   (75,763 (16,767   (2,016 (75,763

Tax benefit/(benefit reversal)—stock based compensation expense

   (17 22  

Cash dividends paid—preferred stock—noncontrolling interest

   (2,820 (2,945

Cash dividends paid—Series A preferred stock

   (1,550 (1,550

Cash dividends paid - preferred stock - noncontrolling interest

   (2,852 (2,820

Cash dividends paid - Series A preferred stock

   (1,550 (1,550

Term borrowings:

      

Payments/maturities

   (6,155 (307,834   (3,306 (6,155

Net increase/(decrease) in:

      

Deposits

   360,685   569,782     807,641  360,685 

Short-term borrowings

   170,193   (585,090   40,176  170,193 
  

 

  

 

   

 

  

 

 

Net cash provided/(used) by financing activities

   430,383   (352,791   823,673  430,400 
  

 

  

 

   

 

  

 

 

Net increase/(decrease) in cash and cash equivalents

   51,106   85,988     198,213  51,106 
  

 

  

 

   

 

  

 

 

Cash and cash equivalents at beginning of period

   1,031,063   1,071,405     1,037,794  1,031,063 
  

 

  

 

   

 

  

 

 

Cash and cash equivalents at end of period

  $1,082,169   $1,157,393    $1,236,007  $1,082,169 
  

 

  

 

   

 

  

 

 

Supplemental Disclosures

      

Total interest paid

  $11,223   $13,218    $21,478  $11,223 

Total taxes paid

   617   10,554     951  617 

Total taxes refunded

   2,281   187     8,166  2,281 

Transfer from loans to other real estate owned

   732   3,462     1,198  1,814 

Certain previously reported amounts have been reclassified to agree with current presentation.

See accompanying notes to consolidated condensed financial statements.

 

(a)2016 and 2015 includeincludes $75.0 million and $15.8 million, respectively, repurchased under share repurchase programs.

Notes to the Consolidated Condensed Financial Statements (Unaudited)

Note 1 – Financial Information

Basis of Accounting.The unaudited interim consolidated condensed financial statements of First Horizon National Corporation (“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. In the opinion of management, all necessary adjustments have been made for a fair presentation of financial position and results of operations for the periods presented. These adjustments are of a normal recurring nature unless otherwise disclosed in this Quarterly Report on Form 10-Q. The operating results for the interim 20162017 period are not necessarily indicative of the results that may be expected going forward. For further information, refer to the audited consolidated financial statements in Exhibit 13 to FHN’s Annual Report on Form 10-K for the year ended December 31, 2015.2016.

Summary of Accounting Changes. Effective January 1, 2016,2017, FHN adopted the provisions of Accounting Standards Update (“ASU”) 2016-09, “Improvements to Employee Share-Based Payment Accounting,” which makes several revisions to equity compensation accounting. Under the new guidance all excess tax benefits and deficiencies that occur when an award vests, is exercised, or expires are recognized in income tax expense as discrete period items. Previously, these transactions were typically recorded directly within equity. Consistent with this change, excess tax benefits and deficiencies are no longer included within estimated proceeds when performing the treasury stock method for calculation of diluted earnings per share. Excess tax benefits are also recognized at the time an award is exercised or vests compared to the previous requirement to delay recognition until the deduction reduces taxes payable. The presentation of excess tax benefits in the statement of cash flows shifted to an operating activity from the prior classification as a financing activity.

ASU 2016-09 also provides an accounting policy election to recognize forfeitures of awards as they occur when estimating stock-based compensation expense rather than the previous requirement to estimate forfeitures from inception. Further, ASU 2016-09 permits employers to use a net-settlement feature to withhold taxes on equity compensation awards up to the maximum statutory tax rate without affecting the equity classification of the award. Under previous guidance, withholding of equity awards in excess of the minimum statutory requirement resulted in liability classification for the entire award. The related cash remittance by the employer for employee taxes is treated as a financing activity in the statement of cash flows. Transition to the new guidance was accomplished through a combination of retrospective (cash flows), cumulative-effect adjustment to equity (forfeitures) and prospective methodologies (tax windfalls and shortfalls). FHN estimates, based on currently enacted tax rates, that adoption of ASU 2016-09 in 2017 will result in an incremental effect on tax provision ranging from $3.0 million of tax benefit to $1.0 million of additional tax provision. The actual effects of adoption in 2017 will primarily depend upon the share price of the FHN’s common stock, which affects the vesting of certain performance awards, probability of exercise of certain stock options and the magnitude of windfalls for all awards upon either vesting or exercise. The effects on earnings per share calculations and election to account for forfeitures as incurred have not been significant.

Effective January 1, 2017, FHN early adopted the provisions of ASU 2016-05, “Effect2016-16, “Intra-Entity Transfers of Derivative Contract Novations on Existing Hedge Accounting Relationships”, on a prospective basis.Assets Other Than Inventory” which requires recognition of the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. Therefore, ASU 2016-05 clarifies that a change in2016-16 reverses the counterpartyprevious requirement to delay recognition of a derivative instrument that has been designated as the hedging instrument intax consequences of these transactions until the associated assets are sold to an accounting hedge relationship does not, in and of itself, require dedesignation of that hedging relationship provided that all other hedge accounting criteria continue to be met. FHN considers the revised guidance to better reflect the nature of hedge accounting relationships by clarifying that, when considered solely, the counterparty is not a critical term in a hedge relationship. Because FHN has applied specific SEC staff guidance for novation (to facilitate central clearing requirements) of derivatives to prior and existing accounting hedge relationships, adoptionoutside party. Adoption of ASU 2016-05 had no2016-16 did not have a significant effect on FHN.

Effective January 1, 2016, FHN early adopted the provisions of ASU 2016-06, “Contingent Put and Call Options in Debt Instruments”, which resolves diversity in practice for the bifurcation assessment when a contingent put or call option is embedded within a hybrid debt instrument. ASU 2016-06 clarifies that an entity is not required to assess whether the triggering event is related to interest rate or credit risks when performing the bifurcation analysis. FHN’s existing bifurcation assessment process conforms to the methodology outlined in ASU 2016-06.

Effective January 1, 2016, FHN adopted the provisions of ASU 2014-12, “Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period.” ASU 2014-12 requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition in determining expense recognition for the award. Thus, compensation cost is recognized over the requisite service period based on the probability of achievement of the performance condition. Expense is adjusted after the requisite service period for changes in the probability of achievement. The adoption of ASU 2014-12 had no effect on FHN.

Effective January 1, 2016, FHN adopted the provisions of ASU 2015-02, “Amendments to the Consolidation Analysis.” ASU 2015-02 revises current consolidation guidance to modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities. ASU 2015-02 also eliminates the presumption that a general partner should consolidate a limited partnership, revises the consolidation analysis for reporting entities that have fee arrangements and related party relationships with variable interest entities, and provides a scope exception for entities with interests in registered money market funds. FHN has evaluated the provisions of ASU 2015-02 on its consolidation assessments and there was not a significant effect upon adoption.

Effective January 1, 2016, FHN adopted the provisions of ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs.” ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented as a direct reduction from the carrying value of that debt liability, consistent with debt discounts. ASU 2015-03 requires application on a retrospective basis, with prior periods revised to reflect the effects of adoption. Consistent with prior requirements, FHN previously classified debt issuance costs within Other assets in the Consolidated Condensed Statements of Condition. The adoption of ASU 2015-03 had no effect on FHN’s recognition of interest expense. The effects of the retrospective application of the change in recognition of debt issuance costs are summarized in the table below.

   As of March 31   As of December 31 

(Dollars in thousands, except per share amounts)

  2015   2015   2014 

Increase/(decrease) to previously reported Consolidated Statements of Condition amounts

      

Other assets

  $(2,569  $(2,499   (2,764

Term Borrowings

   (2,569   (2,499   (2,764

Accounting Changes Issued but Not Currently Effective

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers.” ASU 2014-09 does not change revenue recognition for financial instruments.assets. The core principle of ASU 2014-09 is that an entity should recognize revenue to depict the

Note 1 – Financial Information (Continued)

transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This is accomplished through a five-step recognition framework involving 1) the identification of contracts with customers, 2) identification of performance obligations, 3) determination of the transaction price, 4) allocation of the transaction price to the performance obligations and 5) recognition of revenue as performance obligations are satisfied. Additionally, qualitative and quantitative information is required for disclosure regarding the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. In February 2016, the FASB issued ASU 2016-08, Principal“Principal versus Agent Considerations, which provides additional guidance on whether an entity should recognize revenue on a gross or net basis, based on which party controls the specified good or service before that good or service is transferred to a customer. In April 2016, the FASB issued ASU 2016-10, “Identifying Performance Obligations and Licensing”,Licensing,” which clarifies the original guidance included in ASU 2014-09 for identification of the goods or services provided to customers and enhances the implementation guidance for licensing arrangements. TheASU 2016-12, “Narrow-Scope Improvements and Practical Expedients,” was issued in May 2016 to provide additional guidance for the implementation and application of ASU 2014-09. “Technical Corrections and Improvements” ASU 2016-20 was issued in December 2016 and provides further guidance on certain issues. These ASUs are effective date of these ASUs has been deferred toin annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early application is permitted for annual

Note 1 – Financial Information (Continued)

reporting periods beginning after December 15, 2016, and associated interim periods. Transition to the new requirements may be made by retroactively revising prior financial statements (with certain practical expedients permitted) or by a cumulative effect through retained earnings. If the latter option is selected, additional disclosures are required for comparability. FHN will not early adopt these ASUs and is evaluating their effects on its revenue recognition practices. Currently, FHN anticipates that it will elect to adopt the provisions of the revenue recognition standards through a cumulative effect to retained earnings with comparability disclosures provided throughout 2018.

In February 2017, the FASB issued ASU 2017-05, “Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets” which clarifies the meaning and application of the term in substance nonfinancial asset in transactions involving both financial and nonfinancial assets. If substantially all of the fair value of the assets that are promised to the counterparty in a contract are concentrated in nonfinancial assets, then all of the financial assets promised to the counterparty are in substance nonfinancial assets within the scope of revenue recognition guidance for nonfinancial assets. ASU 2017-05 also clarifies that an entity should identify each distinct nonfinancial asset or in substance nonfinancial asset promised to a counterparty and derecognize each asset when a counterparty obtains control of it with the amount of revenue recognized based on the allocation guidance provided in ASU 2014-09. ASU 2017-05 also requires an entity to derecognize a distinct nonfinancial asset or distinct in substance nonfinancial asset in a partial sale transaction when it 1) does not have (or ceases to have) a controlling financial interest in the legal entity that holds the asset in accordance with Topic 810 and 2) transfers control of the asset in accordance with the provisions of ASU 2014-09. Once an entity transfers control of a distinct nonfinancial asset or distinct in substance nonfinancial asset, it is required to measure any noncontrolling interest it receives (or retains) at fair value. ASU 2017-05 has the same effective date and transition provisions as ASU 2014-09 and the two standards must be adopted simultaneously although the transition methods may be different. FHN is evaluating the effects of these ASUsASU 2017-05 on its revenue recognition practices.

In August 2014, Currently, FHN anticipates that it will elect to adopt the FASB issued ASU 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” ASU 2014-15 requires an entity’s management to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. If such events or conditions exist, additional disclosures are required and management should evaluate whether its plans sufficiently alleviate the substantial doubt. ASU 2014-15 is effective for the annual period ending after December 15, 2016 and all interim and annual periods thereafter. The provisions of ASU 2014-15 are not anticipated2017-05 through a cumulative effect to affect FHN.retained earnings with comparability disclosures provided throughout 2018.

In January 2016, the FASB issued ASU 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities.” ASU 2016-01 makes several revisions to the accounting, presentation and disclosure for financial instruments. Equity investments (except those accounted for under the equity method, or those that result in consolidation of the investee)investee, and those held by entities subject to specialized industry accounting which already apply fair value through earnings) are required to be measured at fair value with changes in fair value recognized in net income. This excludes FRB and FHLB stock holdings which are specifically exempted from the provisions of ASU 2016-01. An entity may elect to measure equity investments that do not have readily determinable market values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar instruments from the same issuer. ASU 2016-01 also requires a qualitative impairment review for equity investments without readily determinable fair values, with measurement at fair value required if impairment is determined to exist. For liabilities for which fair value has been elected, ASU 2016-01 revises current accounting to record the portion of fair value changes resulting from instrument-specific credit risk within other comprehensive income rather than earnings. FHN has not elected fair value accounting for any existing financial liabilities. Additionally, ASU 2016-01 clarifies that the need for a valuation allowance on a deferred tax asset related to available-for-sale securities should be assessed in combination with all other deferred tax assets rather than being assessed in isolation. ASU 2016-01 also makes several changes to existing fair value presentation and disclosure requirements, including a provision that all disclosures must use an exit price concept in the determination of fair value. ASU 2016-01 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Transition will be through a cumulative effect adjustment to retained earnings for equity investments with readily determinable fair values. Equity investments without readily determinable fair values, for which the accounting election is made, will have any initial fair value marks recorded through earnings prospectively after adoption.

Upon adoption, FHN is evaluatingwill reclassify all equity investments out of available-for-sale securities, leaving only debt securities within this classification. FHN has evaluated the nature of its current equity investments and determined that substantially all qualify for the election available to assets without readily determinable fair values, including its holdings of Visa Class B shares. Accordingly, FHN intends to apply this election and any fair value marks for these investments will be recognized through earnings on a prospective basis subsequent to adoption. FHN continues to evaluate the appropriate characteristics of “similar” instruments as well as related valuation inputs and methodologies for its equity investments without readily determinable fair values. The requirements of ASU 2016-01 related to assessment of deferred tax assets and disclosure of the fair value of financial instruments will not have a significant effect on FHN because its current accounting and disclosure practices conform to the requirements of ASU 2016-01. FHN also continues to evaluate the impact of ASU 2016-01 on other aspects of its current accounting and disclosure practices.

In February 2016, the FASB issued ASU 2016-02, “Leases”“Leases,” which requires a lessee to recognize in its statement of condition a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. ASU 2016-02 leaves lessor accounting largely unchanged from prior standards. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. All other leases must be classified as financing or operating leases which depends on the relationship of the lessee’s rights to the economic value of the leased asset. For finance leases, interest on the lease liability is recognized separately from amortization

Note 1 – Financial Information (Continued)

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.

In transition to ASU 2016-02, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The modified retrospective approach includes a number of optional practical expedients that entities may elect to apply, which would result in continuing to account for leases that commence before the effective date in accordance with previous requirements (unless the lease is modified) except that lessees are required to recognize a right-of-use asset and a lease liability for all operating leases at each reporting date based on the present value of the remaining minimum rental payments that were tracked and disclosed under previous requirements. ASU 2016-02 also requires expanded qualitative and quantitative disclosures to assess the amount, timing, and uncertainty of cash flows arising from lease arrangements. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. FHN is evaluating the impact of ASU 2016-02 on its current accounting and disclosure practices.

Note 1 – Financial Information (Continued)

In March 2016, the FASB issued ASU 2016-04, “Recognition of Breakage of Certain Prepaid Stored-Value Products”Products,” which indicates that liabilities related to the sale of prepaid-stored valueprepaid stored-value products are considered financial liabilities and should have a breakage estimate applied for estimated unused funds. ASU 2016-04 does not apply to stored-value products that can only be redeemed for cash, are subject to escheatment or are linked to a segregated bank account. ASU 2016-04 is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. FHN is evaluating the impact of ASU 2016-04 on its current accounting and disclosure practices.

In MarchJune 2016, the FASB issued ASU 2016-09, “Improvements2016-13, “Measurement of Credit Losses on Financial Instruments,” which revises the measurement and recognition of credit losses for assets measured at amortized cost (e.g., held-to-maturity (“HTM”) loans and debt securities) and available-for-sale (“AFS”) debt securities. Under ASU 2016-13, for assets measured at amortized cost, the current expected credit loss (“CECL”) is measured as the difference between amortized cost and the net amount expected to Employee Share-Based Payment Accounting” which makes several revisionsbe collected. This represents a departure from existing GAAP as the “incurred loss” methodology for recognizing credit losses delays recognition until it is probable a loss has been incurred. The measurement of current expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. Additionally, current disclosures of credit quality indicators in relation to equity compensation accounting. Under the new guidance all excess tax benefitsamortized cost of financing receivables will be further disaggregated by year of origination. ASU 2016-13 leaves the methodology for measuring credit losses on AFS debt securities largely unchanged, with the maximum credit loss representing the difference between amortized cost and deficiencies that occur when an award vests, is exercised, or expiresfair value. However, such credit losses will be recognized through an allowance for credit losses, which permits recovery of previously recognized credit losses if circumstances change.

ASU 2016-13 also revises the recognition of credit losses for purchased financial assets with a more-than insignificant amount of credit deterioration since origination (“PCD assets”). For PCD assets, the initial allowance for credit losses is added to the purchase price. Only subsequent changes in the allowance for credit losses are recorded as a credit loss expense for PCD assets. Interest income tax expense as discrete period items. Previously, these transactions were typically recorded directly within equity. Consistent with this change, excess tax benefits and deficienciesfor PCD assets will no longer be included within estimated proceeds when performing the treasury stock method for calculation of diluted earnings per share. Excess tax benefits will also be recognized based on the effective interest rate, excluding the discount embedded in the purchase price that is attributable to the acquirer’s assessment of credit losses at acquisition. Currently, credit losses for purchased credit-impaired assets are included in the initial basis of the assets with subsequent declines in credit resulting in expense while subsequent improvements in credit are reflected as an increase in the future yield from the assets.

The provisions of ASU 2016-13 will be generally adopted through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in the year of adoption. Prospective implementation is required for debt securities for which an other-than-temporary-impairment (“OTTI”) had been previously recognized. Amounts previously recognized in accumulated other comprehensive income (“AOCI”) as of the date of adoption that relate to improvements in cash flows expected to be collected will continue to be accreted into income over the remaining life of the asset. Recoveries of amounts previously written off relating to improvements in cash flows after the date of adoption will be recorded in earnings when received. A prospective transition approach will be used for existing PCD assets where, upon adoption, the amortized cost basis will be adjusted to reflect the addition of the allowance for credit losses. Thus, an entity will not be required to reassess its purchased financial assets that exist as of the date of adoption to determine whether they would have met at acquisition the new criteria of more-than-insignificant credit deterioration since origination. An entity will accrete the remaining noncredit discount (based on the revised amortized cost basis) into interest income at the time an award is exercised or vests compared toeffective interest rate at the current requirement to delay recognition until the deduction reduces taxes payable. The presentation of excess tax benefits in the statement of cash flows will shift to an operating activity from the current classification as a financing activity.adoption date.

ASU 2016-09 also provides an accounting policy election to recognize forfeitures of awards as they occur rather than the current requirement to estimate forfeitures from inception. Further, ASU 2016-09 permits employers to use a net-settlement feature to withhold taxes on equity compensation awards up to the maximum statutory tax rate without affecting the equity classification of the award. Under current guidance, withholding of equity awards in excess of the minimum statutory requirement results in liability classification for the entire award. The related cash remittance by the employer for employee taxes will be treated as a financing activity in the statement of cash flows. ASU 2016-092016-13 is effective for fiscal years beginning after December 15, 2016,2019, including interim periods within those fiscal years. Early adoption is permitted. Transition to the new guidance will be accomplished through a combination of retrospective, cumulative-effect adjustment to equity and prospective methodologies.permitted in fiscal years beginning after December 15, 2018. FHN is still evaluating the impact of ASU 2016-092016-13 on its current equity compensation accounting and disclosure practices.

In August 2016, the FASB issued ASU 2016-15, “Classification of Certain Cash Receipts and Cash Payments,” which clarifies multiple cash flow presentation issues including providing guidance as to classification on the cash flow statement for certain cash receipts and cash payments where diversity in practice exists. ASU 2016-15 is effective for fiscal years beginning after December 15,

Note 1 – Financial Information (Continued)

2017, including interim periods within those fiscal years. The provisions of ASU 2016-15 will be applied retroactively and will result in proceeds from bank-owned life insurance (“BOLI”) being classified as an investing activity rather than their prior classification as an operating activity.

In March 2017, the FASB issued ASU 2017-07, “Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost” which requires the disaggregation of the service cost component from the other components of net benefit cost for pension and postretirement plans. Service cost must be included in the same income statement line item as other compensation-related expenses. All other components of net benefit cost are required to be presented in the income statement separately from the service cost component, with disclosure of the line items where these amounts are recorded. The presentation requirements of ASU 2017-07 must be applied retrospectively and adoption is required for annual periods beginning after December 15, 2017, including interim periods within those annual periods. FHN’s disclosures for pension and postretirement costs provide details of the service cost and all other components for expenses recognized for its applicable benefit plans. These amounts are currently included in Employee compensation, incentives, and benefits expense in the Consolidated Condensed Statements of Income. Upon adoption of ASU 2017-07 FHN will reclassify the expense components other than service cost into All other expense and revise its disclosures accordingly. The amounts to be reclassified are presented in Note 11—Pension, Savings, and Other Employee Benefits in this Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 and in Note 18—Pension, Savings, and Other Employee Benefits in Exhibit 13 to FHN’s Annual Report on Form 10-K for the year ended December 31, 2016.

In March 2017, the FASB issued ASU 2017-08, “Premium Amortization on Purchased Callable Debt Securities” which shortens the amortization period for securities that have explicit, noncontingent call features that are callable at fixed prices and on preset dates. In contrast to the current requirement for premium amortization to extend to the contractual maturity date, ASU 2017-08 requires the premium to be amortized to the earliest call date. ASU 2017-08 does not change the amortization of discounts, which will continue to be amortized to maturity. The new guidance does not apply to debt securities where the prepayment date is not preset or the price is not known in advance, which includes debt securities that qualify for amortization based on estimated prepayment rates. ASU 2017-08 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018 with early adoption permitted. Transition is accomplished through a cumulative-effect adjustment directly to retained earnings as of the beginning of the year of adoption. Based upon the current composition of its debt securities portfolios, FHN does not anticipate a significant effect upon adoption.

Note 2 – Acquisitions and Divestitures

On October 2, 2015,May 4, 2017, FHN completed its acquisitionand Capital Bank Financial Corp. (“Capital Bank”) announced that they had entered into an agreement and plan of TrustAtlantic Financial Corporation (“TrustAtlantic Financial” or “TAF”),merger. Under the agreement FHN will acquire Capital Bank, which is headquartered in Charlotte, North Carolina, and its wholly-owned bank subsidiary TrustAtlanticreported approximately $10 billion of assets at March 31, 2017. At the time of announcement Capital Bank (“TAB”), for an aggregate of 5,093,657 shares of FHN common stockoperated 193 branches in North and $23.9South Carolina, Tennessee, Florida and Virginia. Collectively, Capital Bank shareholders will receive approximately $411 million in cash plus FHN common shares which are expected to represent approximately 29 percent of FHN’s outstanding common shares immediately after consummation of the merger. The total transaction value, measured at the time of announcement, was approximately $2.2 billion. The agreement calls for two members of Capital Bank’s board of directors to join FHN’s board after closing. The transaction is expected to close in fourth quarter 2017, subject to regulatory approvals, approval by shareholders of FHN and of Capital Bank, and other customary conditions.

On April 3, 2017, FTN Financial acquired substantially all of the assets and assumed substantially all of the liabilities of Coastal Securities, Inc. (“Coastal”), a transaction valued at $96.7 million. Priornational leader in the trading, securitization, and analysis of Small Business Administration (“SBA”) loans, for approximately $130 million in cash. Coastal, which was based in Houston, TX, also traded United States Department of Agriculture (“USDA”) loans and fixed income products and provided municipal underwriting and advisory services to its clients. Coastal’s government-guaranteed loan products, combined with FTN Financial’s existing SBA trading activities, have established an additional major product sector for FTN Financial.

On September 16, 2016, FTBNA acquired $537.4 million in unpaid principal balance (“UPB”) of restaurant franchise loans from GE Capital’s Southeast and Southwest regional portfolios. Subsequent to the acquisition TAF and TABthe acquired loans were headquartered in Raleigh, North Carolina, where TAB had five branches located in the communities of Raleigh, Cary and Greenville. In relationcombined with existing FTBNA relationships to the acquisition, FHN acquired approximately $400 million in assets, including approximately $282 million in loans, and assumed approximately $344 million of TAB deposits. FHN recorded $45.4 million in goodwill associated with the acquisition, representing the excess of acquisition consideration over the estimated fair value of net assets acquired.

See Note 2 – Acquisitions and Divestitures in the Notes to Consolidated Financial Statements on Form 10-K for the year ended December 31, 2015, for additional information about the TAF acquisition.establish a franchise finance specialty banking business.

In addition to the transactiontransactions mentioned above, FHN acquires or divests assets from time to time in transactions that are considered business combination or divestitures but are not material to FHN individually or in the aggregate.

Note 3 – Investment Securities

The following tables summarize FHN’s investment securities on March 31, 20162017 and 2015:December 31, 2016:

 

  March 31, 2016   March 31, 2017 

(Dollars in thousands)

  Amortized
Cost
   Gross
Unrealized
Gains
   Gross
Unrealized
Losses
   Fair
Value
   Amortized
Cost
   Gross
Unrealized
Gains
   Gross
Unrealized
Losses
   Fair
Value
 

Securities available-for-sale (“AFS”):

        

Securities available-for-sale:

        

U.S. treasuries

  $100    $—      $—      $100    $100   $—     $—     $100 

Government agency issued mortgage-backed securities (“MBS”)

   1,839,702     47,804     (84   1,887,422     2,171,843    13,675    (25,596   2,159,922 

Government agency issued collateralized mortgage obligations (“CMO”)

   1,916,942     24,922     (3,643   1,938,221     1,610,857    4,980    (23,526   1,592,311 

States and municipalities

   1,500     —       —       1,500  

Equity and other (a)

   187,172     —       (10   187,162     186,948    —      (3   186,945 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total securities available-for-sale (b)

  $3,945,416    $72,726    $(3,737  $4,014,405    $3,969,748   $18,655   $(49,125  $3,939,278 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Securities held-to-maturity (“HTM”):

        

Securities held-to-maturity:

        

States and municipalities

  $4,326    $414    $—      $4,740    $4,354   $386   $—     $4,740 

Corporate bonds

   10,000     281     —       10,281     10,000    63    —      10,063 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total securities held-to-maturity

  $14,326    $695    $—      $15,021    $14,354   $449   $—     $14,803 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

 

(a)Includes restricted investments in FHLB-Cincinnati stock of $87.9 million and FRB stock of $68.6 million. The remainder is money market, mutual funds, and cost method investments.
(b)Includes $3.1$3.5 billion of securities pledged to secure public deposits, securities sold under agreements to repurchase, and for other purposes.

 

  March 31, 2015   December 31, 2016 

(Dollars in thousands)

  Amortized
Cost
   Gross
Unrealized
Gains
   Gross
Unrealized
Losses
   Fair
Value
   Amortized
Cost
   Gross
Unrealized
Gains
   Gross
Unrealized
Losses
   Fair
Value
 

Securities available-for-sale:

                

U.S. treasuries

  $100    $—      $—      $100    $100   $—     $—     $100 

Government agency issued MBS

   727,828     35,718     (696   762,850     2,217,593    14,960    (23,866   2,208,687 

Government agency issued CMO

   2,691,544     35,030     (10,427   2,716,147     1,566,986    4,909    (23,937   1,547,958 

Other U.S. government agencies

   1,655     36     —       1,691  

States and municipalities

   9,905     —       —       9,905  

Equity and other (a)

   181,834     —       (196   181,638     186,756    —      (2   186,754 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total securities available-for-sale (b)

  $3,612,866    $70,784    $(11,319  $3,672,331    $3,971,435   $19,869   $(47,805  $3,943,499 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Securities held-to-maturity:

                

States and municipalities

  $4,299    $1,152    $—      $5,451    $4,347   $393   $—     $4,740 

Corporate bonds

   10,000    33    —      10,033 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total securities held-to-maturity

  $4,299    $1,152    $—      $5,451    $14,347   $426   $—     $14,773 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

 

(a)Includes restricted investments in FHLB-Cincinnati stock of $87.9 million and FRB stock of $66.0$68.6 million. The remainder is money market, mutual funds, and cost method investments.
(b)Includes $3.2$3.3 billion of securities pledged to secure public deposits, securities sold under agreements to repurchase, and for other purposes.

The amortized cost and fair value by contractual maturity for the available-for-sale and held-to-maturity securities portfolios on March 31, 2016,2017 are provided below:

 

  Held-to-Maturity   Available-for-Sale   Held-to-Maturity   Available-for-Sale 

(Dollars in thousands)

  Amortized
Cost
   Fair
Value
   Amortized
Cost
   Fair
Value
   Amortized
Cost
   Fair
Value
   Amortized
Cost
   Fair
Value
 

Within 1 year

  $—      $—      $1,500    $1,500    $—     $—     $100   $100 

After 1 year; within 5 years

   —       —       100     100     —      —      —      —   

After 5 years; within 10 years

   10,000     10,281     —       —       10,000    10,063    —      —   

After 10 years

   4,326     4,740     —       —       4,354    4,740    —      —   
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Subtotal

   14,326     15,021     1,600     1,600     14,354    14,803    100    100 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Government agency issued MBS and CMO (a)

   —       —       3,756,644     3,825,643     —      —      3,782,700    3,752,233 

Equity and other

   —       —       187,172     187,162     —      —      186,948    186,945 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

  $14,326    $15,021    $3,945,416    $4,014,405    $14,354   $14,803   $3,969,748   $3,939,278 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

 

(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.

Note 3 – Investment Securities (Continued)

 

The table below provides information on gross gains and gross losses from investment securities for the three months ended March 31:

 

  Available-for-sale   Available-for-sale 

(Dollars in thousands)

  2016   2015   2017   2016 

Gross gains on sales of securities

  $3,837    $276    $44   $3,837 

Gross (losses) on sales of securities

   (2,263)    —       —      (2,263
  

 

   

 

   

 

   

 

 

Net gain/(loss) on sales of securities (a)

  $1,574    $276    $44   $1,574 
  

 

   

 

   

 

   

 

 

 

(a)Cash proceeds for the three months ended March 31, 2017 were not material. Cash proceeds for the three months ended March 31, 2016 and 2015 were $1.0 million and $.3 million, respectively.million. 2016 includes a $1.7 million gain from an exchange of approximately $294 million of AFS debt securities.

The following tables provide information on investments within the available-for-sale portfolio that had unrealized losses as of March 31, 20162017 and 2015:December 31, 2016:

 

  As of March 31, 2016 
  Less than 12 months 12 months or longer Total 

(Dollars in thousands)

  Fair Value   Unrealized
Losses
 Fair Value   Unrealized
Losses
 Fair Value   Unrealized
Losses
 

Government agency issued CMO

  $18,904    $(214 $310,888    $(3,429 $329,792    $(3,643

Government agency issued MBS

   42,106     (84  —       —     42,106     (84
  

 

   

 

  

 

   

 

  

 

   

 

 

Total debt securities

   61,010     (298 310,888     (3,429 371,898     (3,727
  

 

   

 

  

 

   

 

  

 

   

 

 

Equity

   260     (10  —       —     260     (10
  

 

   

 

  

 

   

 

  

 

   

 

 

Total temporarily impaired securities

  $61,270    $(308 $310,888    $(3,429 $372,158    $(3,737
  

 

   

 

  

 

   

 

  

 

   

 

 
  As of March 31, 2017 
  As of March 31, 2015   Less than 12 months 12 months or longer Total 
  Less than 12 months 12 months or longer Total   Fair   Unrealized Fair   Unrealized Fair   Unrealized 

(Dollars in thousands)

  Fair Value   Unrealized
Losses
 Fair Value   Unrealized
Losses
 Fair Value   Unrealized
Losses
   Value   Losses Value   Losses Value   Losses 

Government agency issued CMO

  $417,267    $(1,729 $485,053    $(8,698 $902,320    $(10,427  $1,068,010   $(18,525 $111,813   $(5,001 $1,179,823   $(23,526

Government agency issued MBS

   25,712     (79 34,853     (617 60,565     (696   1,846,348    (25,596  —      —    1,846,348    (25,596
  

 

   

 

  

 

   

 

  

 

   

 

   

 

   

 

  

 

   

 

  

 

   

 

 

Total debt securities

   442,979     (1,808 519,906     (9,315 962,885     (11,123   2,914,358    (44,121 111,813    (5,001 3,026,171    (49,122
  

 

   

 

  

 

   

 

  

 

   

 

   

 

   

 

  

 

   

 

  

 

   

 

 

Equity

   887     (161 9     (35 896     (196   6    (3  —      —    6    (3
  

 

   

 

  

 

   

 

  

 

   

 

   

 

   

 

  

 

   

 

  

 

   

 

 

Total temporarily impaired securities

  $443,866    $(1,969 $519,915    $(9,350 $963,781    $(11,319  $2,914,364   $(44,124 $111,813   $(5,001 $3,026,177   $(49,125
  

 

   

 

  

 

   

 

  

 

   

 

   

 

   

 

  

 

   

 

  

 

   

 

 

   As of December 31, 2016 
   Less than 12 months  12 months or longer  Total 
   Fair   Unrealized  Fair   Unrealized  Fair   Unrealized 
(Dollars in thousands)  Value   Losses  Value   Losses  Value   Losses 

Government agency issued CMO

  $1,059,471   $(19,052 $116,527   $(4,885 $1,175,998   $(23,937

Government agency issued MBS

   1,912,126    (23,866  —      —     1,912,126    (23,866
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

Total debt securities

   2,971,597    (42,918  116,527    (4,885  3,088,124    (47,803
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

Equity

   7    (2  —      —     7    (2
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

Total temporarily impaired securities

  $2,971,604   $(42,920 $116,527   $(4,885 $3,088,131   $(47,805
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

FHN has reviewed investment securities that were in unrealized loss positions in accordance with its accounting policy for other-than-temporary impairment (“OTTI”)OTTI and does not consider them other-than-temporarily impaired. For debt 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. The decline in value is primarily attributable to changes in interest rates and not credit losses. For equity securities, FHN has both the ability and intent to hold these securities for the time necessary to recover the amortized cost.

Note 4 – Loans

The following table provides the balance of loans by portfolio segment as of March 31, 2016 and 2015,2017 and December 31, 2015:2016:

 

  March 31   December 31   March 31   December 31 

(Dollars in thousands)

  2016   2015   2015   2017   2016 

Commercial:

          

Commercial, financial, and industrial

  $10,239,183    $9,638,355    $10,436,390    $11,703,996   $12,148,087 

Commercial real estate

   1,848,569     1,320,897     1,674,935     2,173,311    2,135,523 

Retail:

      

Consumer:

    

Consumer real estate (a)

   4,690,230     4,922,817     4,766,518     4,456,811    4,523,752 

Permanent mortgage

   442,791     511,708     454,123     409,235    423,125 

Credit card & other

   354,221     338,346     354,536     346,721    359,033 
  

 

   

 

   

 

   

 

   

 

 

Loans, net of unearned income

  $17,574,994    $16,732,123    $17,686,502    $19,090,074   $19,589,520 

Allowance for loan losses

   204,034     228,328     210,242     201,968    202,068 
  

 

   

 

   

 

   

 

   

 

 

Total net loans

  $17,370,960    $16,503,795    $17,476,260    $18,888,106   $19,387,452 
  

 

   

 

   

 

   

 

   

 

 

 

(a)Balances as of March 31, 2016 and 2015,2017 and December 31, 2015,2016, include $47.8 million, $71.6$32.5 million and $52.8$35.9 million of restricted real estate loans, respectively. See Note 13—Variable Interest Entities for additional information.

COMPONENTS OF THE LOAN PORTFOLIO

The loan portfolio is disaggregated into 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 determined based on the initial measurement attribute (i.e., amortized cost or purchased credit-impaired), risk characteristics of the loan, and FHN’s method for monitoring and assessing credit risk. Commercial loan portfolio segments include commercial, financial and industrial (“C&I”) and commercial real estate (“CRE”). Commercial classes within C&I include general C&I, loans to mortgage companies, the trust preferred loans (“TRUPS”) (i.e. long-term unsecured loans to bank and insurance—related businesses) portfolio and purchased credit-impaired (“PCI”) loans. Loans to mortgage companies include 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. Commercial classes within CRE include income CRE, residential CRE and PCI loans. RetailConsumer loan portfolio segments include consumer real estate, permanent mortgage, and the credit card and other portfolio. RetailConsumer classes include HELOC,home equity lines of credit (“HELOCs”), real estate (“R/E”) installment and PCI loans within the consumer real estate segment, permanent mortgage (which is both a segment and a class), and credit card and other.

Concentrations

FHN has a concentration of residential real estate loans (29(25 percent of total loans), the majority of which is in the consumer real estate segment (27(23 percent of total loans). Loans to finance and insurance companies total $2.2$2.6 billion (21(22 percent of the C&I portfolio, or 1213 percent of the total loans). FHN had loans to mortgage companies totaling $1.5 billion (15(13 percent of the C&I segment, or 98 percent of total loans) as of March 31, 2016.2017. As a result, 3635 percent of the C&I segment wasis sensitive to impacts on the financial services industry.

Acquisition

On October 2, 2015, FHN completed its acquisition of TAF, and its wholly-owned bank subsidiary TAB. The acquisition included $298.1 million in unpaid principal balance of loans with a fair value of $281.9 million. Generally, the fair value for the acquired loans is estimated using a discounted cash flow analysis with significant unobservable inputs (Level 3) including adjustments for expected credit losses, prepayment speeds, current market rates for similar loans, and an adjustment for investor-required yield given product-type and various risk characteristics. See Note 2—Acquisitions and Divestitures for additional information.

At acquisition, FHN designated certain loans as PCI with the remaining loans accounted for under ASC 310-20, “Nonrefundable Fees and Other Costs.” For loans accounted for under ASC 310-20, the difference between each loan’s book value to TAB and the estimated fair value at the time of the acquisition will be accreted into interest income over its remaining contractual life and the subsequent accounting and reporting will be similar to a loan in FHN’s originated portfolio.

Note 4 – Loans (Continued)

Purchased Credit-Impaired Loans

The following table presents a rollforward of the accretable yield for the three months ended March 31, 20162017 and 2015:2016:

 

  Three Months Ended
March 31
   Three Months Ended
March 31
 

(Dollars in thousands)

  2016   2015   2017   2016 

Balance, beginning of period

  $8,542    $14,714    $6,871   $8,542 

Accretion

   (1,151   (3,371   (851   (1,151

Adjustment for payoffs

   (1,777   (1,336   (273   (1,777

Adjustment for charge-offs

   (663   —       —      (663

Increase in accretable yield (a)

   4,007     461  

Adjustment for pool excess recovery (a)

   (222   —   

Increase/(decrease) in accretable yield (b)

   (295   4,007 

Other

   (32   —   
  

 

   

 

   

 

   

 

 

Balance, end of period

  $8,958    $10,468    $5,198   $8,958 
  

 

   

 

   

 

   

 

 

 

(a)Represents the removal of accretable difference for the remaining loans in a pool which is now in a recovery state.
(b)Includes changes in the accretable yield due to both transfers from the nonaccretable difference and the impact of changes in the expected timing of the cash flows.

Note 4 – Loans (Continued)

At March 31, 2016,2017, the ALLL related to PCI loans was $1.1$.6 million compared to $3.1$.7 million at MarchDecember 31, 2015.2016. The loan loss provision expense for the three months ended March 31, 2016 was not material. There was a loan loss provision credit of $.2 millionamounts related to PCI loans recognized during the three months ended March 31, 2015. 2017, and 2016, respectively, were not significant.

The following table reflects the outstanding principal balance and carrying amounts of the acquired PCI loans as of March 31, 2016 and 2015,2017 and December 31, 2015:2016:

 

   March 31, 2016   March 31, 2015   December 31, 2015 

(Dollars in thousands)

  Carrying
value
   Unpaid
balance
   Carrying
value
   Unpaid
balance
   Carrying
value
   Unpaid
balance
 

Commercial, financial and industrial

  $12,917    $14,953    $4,665    $5,437    $16,063    $18,573  

Commercial real estate

   12,645     16,700     23,013     29,205     19,929     25,504  

Consumer real estate

   3,491     4,512     1,910     2,897     3,672     4,533  

Credit card and other

   53     74     9     12     52     76  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $29,106    $36,239    $29,597    $37,551    $39,716    $48,686  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Note 4 – Loans (Continued)

   March 31, 2017   December 31, 2016 

(Dollars in thousands)

  Carrying value   Unpaid balance   Carrying value   Unpaid balance 

Commercial, financial and industrial

  $38,088   $39,257   $40,368   $41,608 

Commercial real estate

   4,096    5,466    4,763    6,514 

Consumer real estate

   1,072    1,442    1,172    1,677 

Credit card and other

   53    64    52    64 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $43,309   $46,229   $46,355   $49,863 
  

 

 

   

 

 

   

 

 

   

 

 

 

Impaired Loans

The following tables provide information at March 31, 20162017 and 2015,December 31, 2016, by class related to individually impaired loans and consumer TDRs.TDRs, regardless of accrual status. Recorded investment is defined as the amount of the investment in a loan, before valuation allowance but which does reflect any direct write-down of the investment. For purposes of this disclosure, PCI loans and net LOCOMthe TRUPs valuation allowance have been excluded.

 

              Three Months Ended March 31 
  March 31, 2017   2017   2016 
      Unpaid       Average   Interest   Average   Interest 
  March 31, 2016   Recorded   Principal   Related   Recorded   Income   Recorded   Income 

(Dollars in thousands)

  Recorded
Investment
   Unpaid
Principal
Balance
   Related
Allowance
   Average
Recorded
Investment
   Interest
Income
Recognized
   Investment   Balance   Allowance   Investment   Recognized   Investment   Recognized 

Impaired loans with no related allowance recorded:

                        

Commercial:

                        

General C&I

  $12,377    $19,620    $—      $9,224    $—      $10,395   $16,612   $—     $10,407   $—     $9,224   $—   

Income CRE

   2,468     9,389     —       2,468     —       —      —      —      —      —      2,468    —   
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

  $14,845    $29,009    $—      $11,692    $—      $10,395   $16,612   $—     $10,407   $—     $11,692   $—   
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Retail:

          

Consumer:

              

HELOC (a)

  $11,024    $28,514    $—      $10,921    $—      $10,724   $22,020   $—     $11,054   $—     $10,921   $—   

R/E installment loans (a)

   4,582     5,829     —       4,434     —       3,916    4,987    —      3,937    —      4,434    —   

Permanent mortgage (a)

   4,041     6,460     —       4,436     —       5,803    8,607    —      5,557    —      4,436    —   
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

  $19,647    $40,803    $—      $19,791    $—      $20,443   $35,614   $—     $20,548   $—     $19,791   $—   
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Impaired loans with related allowance recorded:

                        

Commercial:

                        

General C&I

  $28,781    $32,664    $8,223    $24,921    $87    $31,392   $31,532   $2,850   $32,863   $215   $24,921   $87 

TRUPS

   3,307     3,700     925     3,323     —       3,183    3,700    925    3,196    —      3,323    —   

Income CRE

   5,106     6,412     383     5,138     20     1,803    2,181    61    1,817    14    5,138    20 

Residential CRE

   1,376     1,844     105     1,397     6     1,293    1,761    131    1,293    5    1,397    6 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

  $38,570    $44,620    $9,636    $34,779    $113    $37,671   $39,174   $3,967   $39,169   $234   $34,779   $113 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Retail:

          

Consumer:

              

HELOC

  $87,726    $90,338    $15,678    $88,580    $487    $81,438   $83,888   $16,641   $83,075   $564   $88,580   $487 

R/E installment loans

   58,796     60,147     15,441     59,971     317     50,394    51,317    12,060    51,902    318    59,971    317 

Permanent mortgage

   92,833     105,839     16,975     95,232     547     82,940    94,755    11,532    85,778    615    95,232    547 

Credit card & other

   345     348     146     360     3     269    269    122    288    2    360    3 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

  $239,700    $256,672    $48,240    $244,143    $1,354    $215,041   $230,229   $40,355   $221,043   $1,499   $244,143   $1,354 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total commercial

  $53,415    $73,629    $9,636    $46,471    $113    $48,066   $55,786   $3,967   $49,576   $234   $46,471   $113 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total retail

  $259,347    $297,475    $48,240    $263,934    $1,354  

Total consumer

  $235,484   $265,843   $40,355   $241,591   $1,499   $263,934   $1,354 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total impaired loans

  $312,762    $371,104    $57,876    $310,405    $1,467    $283,550   $321,629   $44,322   $291,167   $1,733   $310,405   $1,467 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

 

(a)All discharged bankruptcy loans are charged down to an estimate of net realizable value and do not carry any allowance.

Note 4 – Loans (Continued)

 

  December 31, 2016 
      Unpaid       Average   Interest 
  March 31, 2015   Recorded   Principal   Related   Recorded   Income 

(Dollars in thousands)

  Recorded
Investment
   Unpaid
Principal
Balance
   Related
Allowance
   Average
Recorded
Investment
   Interest
Income
Recognized
   Investment   Balance   Allowance   Investment   Recognized 

Impaired loans with no related allowance recorded:

                    

Commercial:

                    

General C&I

  $13,630    $16,803    $—      $11,594    $—      $10,419   $16,636   $—     $12,009   $—   

Income CRE

   4,209     11,366     —       6,369     —       —      —      —      1,543    —   

Residential CRE

   —       —       —       574     —    
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

  $17,839    $28,169    $—      $18,537    $—      $10,419   $16,636   $—     $13,552   $—   
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Retail:

          

Consumer:

          

HELOC (a)

  $12,600    $31,419    $—      $12,989    $—      $11,383   $21,662   $—     $11,168   $—   

R/E installment loans (a)

   4,518     5,827     —       4,669     3     3,957    4,992    —      4,255    —   

Permanent mortgage (a)

   7,205     9,336     —       7,231     —       5,311    7,899    —      4,418    —   
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

  $24,323    $46,582    $—      $24,889    $3    $20,651   $34,553   $—     $19,841   $—   
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Impaired loans with related allowance recorded:

                    

Commercial:

                    

General C&I

  $26,252    $30,759    $1,709    $19,772    $253    $34,334   $34,470   $3,294   $30,836   $902 

TRUPS

   13,429     13,700     4,310     13,444     —       3,209    3,700    925    3,274    —   

Income CRE

   6,695     8,180     502     7,540     30     1,831    2,209    62    3,757    70 

Residential CRE

   1,624     1,991     109     1,497     7     1,293    1,761    132    1,360    22 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

  $48,000    $54,630    $6,630    $42,253    $290    $40,667   $42,140   $4,413   $39,227   $994 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Retail:

          

Consumer:

          

HELOC

  $85,102    $87,242    $20,513    $84,636    $448    $84,711   $87,126   $15,927   $87,659   $2,092 

R/E installment loans

   69,391     70,384     21,224     70,124     327     53,409    54,559    12,875    57,906    1,370 

Permanent mortgage

   103,633     116,482     17,766     104,917     591     88,615    100,983    12,470    91,838    2,310 

Credit card & other

   484     484     228     508     4     306    306    133    345    13 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

  $258,610    $274,592    $59,731    $260,185    $1,370    $227,041   $242,974   $41,405   $237,748   $5,785 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total commercial

  $65,839    $82,799    $6,630    $60,790    $290    $51,086   $58,776   $4,413   $52,779   $994 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total retail

  $282,933    $321,174    $59,731    $285,074    $1,373  

Total consumer

  $247,692   $277,527   $41,405   $257,589   $5,785 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total impaired loans

  $348,772    $403,973    $66,361    $345,864    $1,663    $298,778   $336,303   $45,818   $310,368   $6,779 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

 

(a)All discharged bankruptcy loans are charged down to an estimate of net realizable value and do not carry any allowance.

Asset Quality Indicators

FHN employs a dual grade commercial risk grading methodology to assign an estimate for the probability of default (“PD”) and the loss given default (“LGD”) 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 portfolio by analyzing the migration of loans between grading categories. It is also integral to the estimation methodology utilized in determining the allowance for loan losses 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; a PD 1 has the lowest expected default probability, and probabilities increase as grades progress down the scale. 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). Pass loan grades are required to be reassessed annually or earlier whenever there has been a material change in the financial condition of the borrower or risk characteristics of the relationship. All commercial loans over $1 million and certain commercial loans over $500,000 that are graded 13 or worse are reassessed on a quarterly basis. Loan grading discipline is regularly reviewed internally by Credit Assurance Services to determine if the process continues to result in accurate loan grading across the portfolio. FHN may utilize availability of guarantors/sponsors to support lending decisions during the credit underwriting process and when determining the assignment of internal loan grades. LGD grades are assigned based on a scale of 1-12 and represent FHN’s expected recovery based on collateral type in the event a loan defaults. See Note 5—5 – Allowance for Loan Losses for further discussion on the credit grading system.

Note 4 – Loans (Continued)

 

The following tables provide the balances of commercial loan portfolio classes with associated allowance, disaggregated by PD grade as of March 31, 20162017 and 2015:December 31, 2016:

 

  March 31, 2016   March 31, 2017 

(Dollars in thousands)

  General
C&I
   Loans to
Mortgage
Companies
   TRUPS (a)   Income
CRE
   Residential
CRE
   Total   Percentage
of Total
 Allowance
for Loan
Losses
   General
C&I
   Loans to
Mortgage
Companies
   TRUPS (a)   Income
CRE
   Residential
CRE
   Total   Percentage
of Total
 Allowance
for Loan
Losses
 

PD Grade:

                              

1

  $595,106    $—      $—      $580    $—      $595,686     5 $127    $478,025   $—     $—     $610   $—     $478,635    3 $78 

2

   607,670     —       —       10,292     117     618,079     5    324     891,450    —      —      11,293    81    902,824    7   442 

3

   516,275     379,810     —       166,396     —       1,062,481     9    329     403,403    398,860    —      160,115    —      962,378    7   239 

4

   936,719     366,958     —       180,323     8,283     1,492,283     12    987     998,015    227,257    —      242,069    221    1,467,562    11   879 

5

   1,078,567     252,228     —       241,553     3,588     1,575,936     13    6,184     1,269,384    139,434    —      426,147    333    1,835,298    13   7,260 

6

   1,195,082     350,253     —       326,060     12,608     1,884,003     16    9,711     1,535,573    521,253    —      368,073    8,072    2,432,971    17   10,600 

7

   1,370,338     108,550     —       421,650     11,942     1,912,480     15    12,953     1,479,242    169,444    —      396,654    2,161    2,047,501    15   12,767 

8

   771,016     38,059     —       215,048     1,902     1,026,025     8    16,815     1,042,772    49,588    —      352,370    4,383    1,449,113    10   24,532 

9

   502,867     —       —       64,420     1,808     569,095     5    10,571     641,463    4,643    —      82,734    3,357    732,197    5   14,396 

10

   249,608     —       —       67,575     16,505     333,688     3    5,286     344,633    4,499    —      35,489    9,695    394,316    3   8,510 

11

   168,079     —       —       18,479     2,766     189,324     2    4,895     228,258    —      —      17,501    5,454    251,213    2   6,289 

12

   96,442     —       —       20,685     3,588     120,715     1    3,588     162,238    13,956    —      15,831    2,965    194,990    1   6,862 

13

   108,610     —       304,527     7,756     614     421,507     3    4,056     115,844    —      304,236    4,755    128    424,963    3   3,757 

14,15,16

   184,913     —       —       21,232     907     207,052     2    20,629     197,230    48    —      14,395    1,183    212,856    2   23,177 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

  

 

 

Collectively evaluated for impairment

   8,381,292     1,495,858     304,527     1,762,049     64,628     12,008,354     99    96,455     9,787,530    1,528,982    304,236    2,128,036    38,033    13,786,817    99   119,788 

Individually evaluated for impairment

   41,158     —       3,307     7,574     1,376     53,415     1    9,636     41,787    —      3,183    1,803    1,293    48,066    1   3,967 

Purchased credit-impaired loans

   13,041     —       —       9,870     3,072     25,983     —      422     38,278    —      —      4,052    94    42,424    —     240 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

  

 

 

Total commercial loans

  $8,435,491    $1,495,858    $307,834    $1,779,493    $69,076    $12,087,752     100 $106,513    $9,867,595   $1,528,982   $307,419   $2,133,891   $39,420   $13,877,307    100 $123,995 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

  

 

 
  March 31, 2015 

(Dollars in thousands)

  General
C&I
   Loans to
Mortgage
Companies
   TRUPS (a)   Income CRE   Residential
CRE
   Total   Percentage
of Total
 Allowance
for Loan
Losses
 

PD Grade:

               

1

  $446,725    $—      $—      $605    $59    $447,389     4 $75  

2

   550,069     —       —       1,896     233     552,198     5   173  

3

   528,347     276,653     —       63,112     261     868,373     8   228  

4

   663,213     235,434     —       64,020     229     962,896     9   435  

5

   1,050,800     384,418     —       253,658     1,840     1,690,716     15   2,743  

6

   1,111,069     498,752     —       213,787     5,333     1,828,941     17   5,488  

7

   1,278,125     192,154     —       231,551     14,316     1,716,146     16   9,169  

8

   735,695     27,813     —       173,744     518     937,770     9   9,786  

9

   474,912     26,448     —       131,893     922     634,175     6   8,642  

10

   228,176     —       —       26,641     165     254,982     2   4,811  

11

   209,639     —       —       27,255     946     237,840     2   5,783  

12

   93,055     —       —       29,205     493     122,753     1   4,103  

13

   114,775     —       325,382     4,530     1,076     445,763     4   4,989  

14,15,16

   129,146     —       —       31,015     3,641     163,802     1   19,657  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

  

 

 

Collectively evaluated for impairment

   7,613,746     1,641,672     325,382     1,252,912     30,032     10,863,744     99   76,082  

Individually evaluated for impairment

   39,882     —       12,815     10,904     1,624     65,225     1   6,630  

Purchased credit-impaired loans

   4,858     —       —       23,696     1,729     30,283     —     2,605  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

  

 

 

Total commercial loans

  $7,658,486    $1,641,672    $338,197    $1,287,512    $33,385    $10,959,252     100% $85,317  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

  

 

 

   December 31, 2016 

(Dollars in thousands)

  General C&I   Loans to
Mortgage
Companies
   TRUPS (a)   Income
CRE
   Residential
CRE
   Total   Percentage
of Total
  Allowance
for Loan
Losses
 

PD Grade:

               

1

  $465,179   $—     $—     $1,078   $—     $466,257    3 $77 

2

   791,183    —      —      11,742    87    803,012    6   403 

3

   491,386    462,486    —      153,670    —      1,107,542    8   304 

4

   978,282    332,107    —      222,422    —      1,532,811    11   953 

5

   1,232,401    275,209    —      365,653    702    1,873,965    13   6,670 

6

   1,540,519    614,109    —      338,344    9,338    2,502,310    17   10,403 

7

   1,556,117    317,283    —      352,390    2,579    2,228,369    16   14,010 

8

   963,359    30,974    —      425,503    2,950    1,422,786    10   25,986 

9

   611,774    4,299    —      105,277    4,417    725,767    5   13,857 

10

   355,359    8,663    —      50,484    9,110    423,616    3   8,400 

11

   238,230    —      —      20,600    6,541    265,371    2   6,556 

12

   170,531    —      —      15,395    4,168    190,094    1   6,377 

13

   121,276    —      304,236    6,748    311    432,571    3   4,225 

14,15,16

   194,572    59    —      16,313    1,659    212,603    1   20,297 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

 

Collectively evaluated for impairment

   9,710,168    2,045,189    304,236    2,085,619    41,862    14,187,074    99   118,518 

Individually evaluated for impairment

   44,753    —      3,209    1,831    1,293    51,086    1   4,413 

Purchased credit-impaired loans

   40,532    —      —      4,583    335    45,450    —     319 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

 

Total commercial loans

  $9,795,453   $2,045,189   $307,445   $2,092,033   $43,490   $14,283,610    100% $123,250 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

 

 

(a)Balances as of March 31, 20162017 and 2015,December 31, 2016, presented net of a $25.5 million and $26.2 million, respectively, in lower of cost or market (“LOCOM”) valuation allowance. Based on the underlying structure of the notes, the highest possible internal grade is “13”.

Note 4 – Loans (Continued)

 

The retailconsumer 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 retailconsumer loan-types, FHN is able to utilize the Fair Isaac Corporation (“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 retailconsumer portfolio.

The following tables reflect period endtable reflects the percentage of balances andoutstanding by average, refreshed FICO scores by origination vintage for the HELOC, real estate installment, and permanent mortgage classes of loans as of March 31, 20162017 and 2015:

HELOCDecember 31, 2016:

 

   March 31, 2016   March 31, 2015 
(Dollars in thousands)  Period End   Average
Origination
   Average
Refreshed
   Period End   Average
Origination
   Average
Refreshed
 

Origination Vintage

  Balance   FICO   FICO   Balance   FICO   FICO 

pre-2003

  $35,875     708     704    $51,626     707     700  

2003

   67,315     718     711     95,043     721     707  

2004

   184,785     721     710     258,974     723     707  

2005

   276,596     728     711     421,315     731     720  

2006

   246,861     737     725     321,702     739     726  

2007

   286,148     744     730     342,531     744     728  

2008

   164,166     753     748     188,111     753 ��   748  

2009

   80,993     751     745     97,279     751     742  

2010

   76,987     753     746     92,777     753     749  

2011

   74,531     759     750     92,484     758     753  

2012

   91,976     759     758     112,955     760     758  

2013

   117,405     756     756     142,772     757     756  

2014

   107,725     761     763     121,991     762     763  

2015

   151,444     761     760     25,250     759     756  

2016

   26,273     764     760     —       —       —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $1,989,080     743     734    $2,364,810     742     732  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

R/E Installment Loans

 

                        
   March 31, 2016   March 31, 2015 
       Average   Average       Average   Average 

(Dollars in thousands)

  Period End   Origination   Refreshed   Period End   Origination   Refreshed 

Origination Vintage

  Balance   FICO   FICO   Balance   FICO   FICO 

pre-2003

  $6,145     673     690    $11,786     679     687  

2003

   27,457     709     720     44,729     713     721  

2004

   27,004     697     694     37,944     699     695  

2005

   84,140     714     709     115,702     715     710  

2006

   93,146     711     704     126,225     712     702  

2007

   143,754     722     709     187,510     722     707  

2008

   48,829     718     719     60,538     718     712  

2009

   20,564     733     732     26,812     737     727  

2010

   72,595     750     755     95,017     747     756  

2011

   216,423     761     758     267,079     760     759  

2012

   491,925     764     765     586,729     764     765  

2013

   402,530     755     759     460,196     756     758  

2014

   403,306     756     760     450,765     756     754  

2015

   557,931     758     757     86,975     757     758  

2016

   105,401     763     762     —       —       —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $2,701,150     751     751    $2,558,007     749     747  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Note 4 – Loans (Continued)

   March 31, 2017  December 31, 2016 
   HELOC  R/E Installment
Loans
  Permanent
Mortgage
  HELOC  R/E Installment
Loans
  Permanent
Mortgage
 

FICO score 740 or greater

   57.6  70.1  45.5  56.9  70.3  45.0

FICO score 720-739

   8.8   8.0   8.7   8.8   8.3   9.5 

FICO score 700-719

   8.2   7.2   9.5   8.6   6.8   9.2 

FICO score 660-699

   12.6   9.0   16.8   13.2   8.4   17.1 

FICO score 620-659

   5.7   3.0   8.9   5.6   3.5   9.1 

FICO score less than 620 (a)

   7.1   2.7   10.6   6.9   2.7   10.1 
  

 

 

  

 

 

 

Total

   100.0  100.0  100.0  100.0  100.0  100.0
  

 

 

  

 

 

 

 

Permanent Mortgage

   March 31, 2016   March 31, 2015 
       Average   Average       Average   Average 

(Dollars in thousands)

  Period End   Origination   Refreshed   Period End   Origination   Refreshed 

Origination Vintage

  Balance   FICO   FICO   Balance   FICO   FICO 

pre-2004

  $105,876     721     719    $136,848     723     718  

2004

   12,211     709     701     16,484     712     715  

2005

   27,317     738     732     32,563     736     732  

2006

   47,704     732     734     59,636     732     726  

2007

   157,235     733     713     183,359     733     719  

2008

   74,962     741     717     82,818     741     712  

2016

   17,486     721     721     —       —       —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $442,791     730     718    $511,708     730     717  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
(a)For this group, a majority of the loan balances had FICO scores at the time of the origination that exceeded 620 but have since deteriorated as the loans have seasoned.

Nonaccrual and Past Due Loans

The following table reflects accruing and non-accruing loans by class on March 31, 2016:2017:

 

  Accruing   Non-Accruing     
      30-89   90+           30-89   90+         
      Days   Days           Days   Days   Total       Accruing   Non-Accruing   

 

 

(Dollars in thousands)

  Current   Past
Due
   Past
Due
   Total
Accruing
   Current   Past
Due
   Past
Due
   Non-
Accruing
   Total
Loans
   Current   30-89
Days
Past Due
   90+
Days
Past Due
   Total
Accruing
   Current   30-89
Days
Past Due
   90+
Days
Past Due
   Total
Non-
Accruing
   Total
Loans
 

Commercial (C&I):

                                    

General C&I

  $8,356,560    $30,463    $314    $8,387,337    $16,702    $557    $17,854    $35,113    $8,422,450    $9,781,688   $20,073   $101   $9,801,862   $14,511   $113   $12,831   $27,455   $9,829,317 

Loans to mortgage companies

   1,489,354     6,411     —       1,495,765     —       —       93     93     1,495,858     1,528,934    —      —      1,528,934    —      —      48    48    1,528,982 

TRUPS (a)

   304,527     —       —       304,527     —       —       3,307     3,307     307,834     304,236    —      —      304,236    —      —      3,183    3,183    307,419 

Purchased credit-impaired loans

   12,784     —       257     13,041     —       —       —       —       13,041     38,045    8    225    38,278    —      —      —      —      38,278 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total commercial (C&I)

   10,163,225     36,874     571     10,200,670     16,702     557     21,254     38,513     10,239,183     11,652,903    20,081    326    11,673,310    14,511    113    16,062    30,686    11,703,996 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Commercial real estate:

                                    

Income CRE

   1,759,601     1,188     105     1,760,894     3,047     64     5,618     8,729     1,769,623     2,128,111    128    —      2,128,239    100    —      1,500    1,600    2,129,839 

Residential CRE

   65,261     —       —       65,261     —       —       743     743     66,004     38,531    —      —      38,531    —      —      795    795    39,326 

Purchased credit-impaired loans

   10,828     1,673     441     12,942     —       —       —       —       12,942     3,605    541    —      4,146    —      —      —      —      4,146 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total commercial real estate

   1,835,690     2,861     546     1,839,097     3,047     64     6,361     9,472     1,848,569     2,170,247    669    —      2,170,916    100    —      2,295    2,395    2,173,311 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Consumer real estate:

                                    

HELOC

   1,882,664     18,447     8,170     1,909,281     63,021     5,542     11,236     79,799     1,989,080     1,521,042    16,612    10,247    1,547,901    46,661    4,187    8,345    59,193    1,607,094 

R/E installment loans

   2,651,317     9,103     2,298     2,662,718     26,223     2,856     5,136     34,215     2,696,933     2,814,663    7,056    4,427    2,826,146    17,477    1,993    2,679    22,149    2,848,295 

Purchased credit-impaired loans

   3,984     233     —       4,217     —       —       —       —       4,217     1,328    —      94    1,422    —      —      —      —      1,422 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total consumer real estate

   4,537,965     27,783     10,468     4,576,216     89,244     8,398     16,372     114,014     4,690,230     4,337,033    23,668    14,768    4,375,469    64,138    6,180    11,024    81,342    4,456,811 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Permanent mortgage

   401,496     5,117     5,938     412,551     12,039     4,192     14,009     30,240     442,791     369,882    4,802    5,718    380,402    14,166    1,006    13,661    28,833    409,235 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Credit card & other

                  
Credit card & other:                  

Credit card

   185,652     1,463     1,396     188,511     —       —       —       —       188,511     182,129    1,393    1,449    184,971    —      —      —      —      184,971 

Other

   163,156     962     192     164,310     613     —       733     1,346     165,656     160,929    482    150    161,561    —      —      136    136    161,697 

Purchased credit-impaired loans

   54     —       —       54     —       —       —       —       54     53    —      —      53    —      —      —      —      53 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total credit card & other

   348,862     2,425     1,588     352,875     613     —       733     1,346     354,221     343,111    1,875    1,599    346,585    —      —      136    136    346,721 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total loans, net of unearned income

  $17,287,238    $75,060    $19,111    $17,381,409    $121,645    $13,211    $58,729    $193,585    $17,574,994    $18,873,176   $51,095   $22,411   $18,946,682   $92,915   $7,299   $43,178   $143,392   $19,090,074 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

 

(a)Total TRUPS includes LOCOMis presented net of the valuation allowance of $25.5 million.

Note 4 – Loans (Continued)

 

The following table reflects accruing and non-accruing loans by class on MarchDecember 31, 2015:2016:

 

  Accruing   Non-Accruing     
      30-89   90+           30-89   90+         
      Days   Days           Days   Days   Total       Accruing   Non-Accruing   

 

 

(Dollars in thousands)

  Current   Past
Due
   Past
Due
   Total
Accruing
   Current   Past
Due
   Past
Due
   Non-
Accruing
   Total
Loans
   Current   30-89
Days
Past Due
   90+
Days
Past Due
   Total
Accruing
   Current   30-89
Days
Past Due
   90+
Days
Past Due
   Total
Non-
Accruing
   Total
Loans
 

Commercial (C&I):

                                    

General C&I

  $7,627,209    $5,291    $251    $7,632,751    $1,441    $10,445    $8,991    $20,877    $7,653,628    $9,720,231   $5,199   $23   $9,725,453   $16,106   $374   $12,988   $29,468   $9,754,921 

Loans to mortgage companies

   1,640,638     915     —       1,641,553     —       —       119     119     1,641,672     2,041,408    3,722    —      2,045,130    —      —      59    59    2,045,189 

TRUPS (a)

   325,382     —       —       325,382     —       —       12,815     12,815     338,197     304,236    —      —      304,236    —      —      3,209    3,209    307,445 

Purchased credit-impaired loans

   4,192     —       666     4,858     —       —       —       —       4,858     40,113    185    234    40,532    —      —      —      —      40,532 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total commercial (C&I)

   9,597,421     6,206     917     9,604,544     1,441     10,445     21,925     33,811     9,638,355     12,105,988    9,106    257    12,115,351    16,106    374    16,256    32,736    12,148,087 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Commercial real estate:

                                    

Income CRE

   1,249,793     687     —       1,250,480     1,454     2,817     9,065     13,336     1,263,816     2,085,455    14    —      2,085,469    232    460    1,289    1,981    2,087,450 

Residential CRE

   31,591     65     —       31,656     —       —       —       —       31,656     42,182    178    —      42,360    —      —      795    795    43,155 

Purchased credit-impaired loans

   21,817     —       3,608     25,425     —       —       —       —       25,425     4,809    109    —      4,918    —      —      —      —      4,918 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total commercial real estate

   1,303,201     752     3,608     1,307,561     1,454     2,817     9,065     13,336     1,320,897     2,132,446    301    —      2,132,747    232    460    2,084    2,776    2,135,523 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Consumer real estate:

                                    

HELOC

   2,250,415     20,698     10,362     2,281,475     66,743     5,075     11,517     83,335     2,364,810     1,602,640    17,997    10,859    1,631,496    46,964    4,201    8,922    60,087    1,691,583 

R/E installment loans

   2,502,363     11,975     5,204     2,519,542     27,748     2,576     5,741     36,065     2,555,607     2,794,866    7,844    5,158    2,807,868    17,989    2,383    2,353    22,725    2,830,593 

Purchased credit-impaired loans

   2,308     4     88     2,400     —       —       —       —       2,400     1,319    164    93    1,576    —      —      —      —      1,576 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total consumer real estate

   4,755,086     32,677     15,654     4,803,417     94,491     7,651     17,258     119,400     4,922,817     4,398,825    26,005    16,110    4,440,940    64,953    6,584    11,275    82,812    4,523,752 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Permanent mortgage

   464,677     8,019     6,085     478,781     16,710     2,752     13,465     32,927     511,708     385,972    4,544    5,428    395,944    11,867    2,194    13,120    27,181    423,125 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Credit card & other

                  
Credit card & other:                  

Credit card

   177,042     1,467     1,440     179,949     —       —       —       —       179,949     188,573    1,622    1,456    191,651    —      —      —      —      191,651 

Other

   156,478     916     239     157,633     —       —       755     755     158,388     166,062    992    134    167,188    —      —      142    142    167,330 

Purchased credit-impaired loans

   9     —       —       9     —       —       —       —       9     52    —      —      52    —      —      —      —      52 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total credit card & other

   333,529     2,383     1,679     337,591     —       —       755     755     338,346     354,687    2,614    1,590    358,891    —      —      142    142    359,033 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total loans, net of unearned income

  $16,453,914    $50,037    $27,943    $16,531,894    $114,096    $23,665    $62,468    $200,229    $16,732,123    $19,377,918   $42,570   $23,385   $19,443,873   $93,158   $9,612   $42,877   $145,647   $19,589,520 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

 

(a)Total TRUPS includes LOCOMis presented net of the valuation allowance of $26.2$25.5 million.

Troubled Debt Restructurings

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. 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.

A modification is classified as a TDR if the borrower is experiencing financial difficulty and it is determined that FHN has granted a concession to the borrower. 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. Many aspects of a borrower’s financial situation are assessed when determining whether they are 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 assessments of whether a borrower is experiencing (or is likely to experience) financial difficulty, and whether a concession has been granted, are subjective in nature and management’s judgment is required when determining whether a modification is classified as a TDR.

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 (“HAMP”). Within the HELOC and R/E 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 percent for up to 5 years) and a possible maturity date extension to reach an affordable housing debtdebt-to-income ratio. After 5 years, the interest rate will increasegenerally returns to the original interest rate prior to modification; for certain modifications, the modified interest rate increases 2 percent per year until the original interest rate prior to modification is achieved. Permanent mortgage TDRs are typically modified by reducing the interest rate (in increments of 25 basis points to a minimum of 2 percent for up to 5 years) and a possible maturity date extension to reach an affordable housing debtdebt-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

Note 4 – Loans (Continued)

credit card class of the consumer portfolio segment, TDRs are typically modified through either a short-term credit card hardship

Note 4 – Loans (Continued)

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, customers are granted a rate reduction to 0 percent 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 all non-reaffirmed residential real estate loans discharged in Chapter 7 bankruptcy as nonaccruing TDRs.

On March 31, 20162017 and 2015,December 31, 2016, FHN had $289.0$270.0 million and $317.8$285.2 million of portfolio loans classified as TDRs, respectively. For TDRs in the loan portfolio, FHN had loan loss reserves of $54.6 million and $62.1$43.4 million, or 1916 percent as of March 31, 2016,2017, and 20$44.9 million, or 16 percent as of MarchDecember 31, 2015.2016. Additionally, $76.4$67.2 million and $78.0$69.3 million of loans held-for-sale as of March 31, 20162017 and 2015,December 31, 2016, respectively, were classified as TDRs.

The following tables reflect portfolio loans that were classified as TDRs during the three months ended March 31, 20162017 and 2015:2016:

 

  2016   2015 
      Pre-Modification   Post-Modification       Pre-Modification   Post-Modification 
      Outstanding   Outstanding       Outstanding   Outstanding   March 31, 2017   March 31, 2016 

(Dollars in thousands)

  Number   Recorded Investment   Recorded Investment   Number   Recorded Investment   Recorded Investment   Number   Pre-Modification
Outstanding
Recorded Investment
   Post-Modification
Outstanding
Recorded Investment
   Number   Pre-Modification
Outstanding
Recorded Investment
   Post-Modification
Outstanding
Recorded Investment
 

Commercial (C&I):

                        

General C&I

   1    $708    $708     2    $1,388    $1,325     1   $27   $37    1   $708   $708 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total commercial (C&I)

   1     708     708     2     1,388     1,325     1    27    37    1    708    708 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Consumer real estate:

                        

HELOC

   99     7,440     7,370     37     3,727     3,707     35    2,589    2,473    99    7,440    7,370 

R/E installment loans

   15     898     895     16     1,354     1,377     14    957    902    15    898    895 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total consumer real estate

   114     8,338     8,265     53     5,081     5,084     49    3,546    3,375    114    8,338    8,265 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Permanent mortgage

   —       —       —       2     321     321     5    1,310    1,303    —      —      —   

Credit card & other

   4     19     18     6     28     27     6    21    20    4    19    18 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total troubled debt restructurings

   119    $9,065    $8,991     63    $6,818    $6,757     61   $4,904   $4,735    119   $9,065   $8,991 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

The following tables present TDRs which re-defaulted during the three months ended March 31, 20162017 and 2015,2016, 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.

 

  2016   2015   March 31, 2017   March 31, 2016 

(Dollars in thousands)

  Number   Recorded
Investment
   Number   Recorded
Investment
   Number   Recorded
Investment
   Number   Recorded
Investment
 

Commercial (C&I):

        

General C&I

   1   $5,779    —     $—   
  

 

   

 

   

 

   

 

 

Total commercial (C&I)

   1    5,779    —      —   
  

 

   

 

   

 

   

 

 

Consumer real estate:

                

HELOC

   1    $36     1    $30     4    685    1    36 

R/E installment loans

   —       —       1     86  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total consumer real estate

   1     36     2     116     4    685    1    36 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Credit card & other

   —       —       1     3     2    7    —      —   
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total troubled debt restructurings

   1    $36     3    $119     7   $6,471    1   $36 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Note 5—5 – Allowance for Loan Losses

The ALLL includes the following components: reserves for commercial loans evaluated based on pools of credit graded loans and reserves for pools of smaller-balance homogeneous retailconsumer loans, both determined in accordance with ASC 450-20-50. The reserve factors applied to these pools are an estimate of probable incurred losses based on management’s evaluation of historical net losses from loans with similar characteristics and are subject to qualitative adjustments by management to reflect current events, trends, and conditions (including economic considerations and trends). The pace of thecurrent economic recovery,conditions and trends, performance of the housing market, unemployment levels, labor participation rate, regulatory guidance, and both positive and negative portfolio segment-specific trends, are examples of additional factors considered by management in determining the ALLL. Additionally, management considers the inherent uncertainty of quantitative models that are driven by historical loss data. Management evaluates the periods of historical losses that are the basis for the loss rates used in the quantitative models and selects historical loss periods that are believed to be the most reflective of losses inherent in the loan portfolio as of the balance sheet date. Management also periodically reviews analysis of the loss emergence period which is the amount of time it takes for a loss to be confirmed (initial charge-off) after a loss event has occurred. FHN performs extensive studies as it relates to the historical loss periods used in the model and the loss emergence period and model assumptions are adjusted accordingly. The ALLL also includes reserves determined in accordance with ASC 310-10-35 for loans determined by management to be individually impaired and an allowance associated with PCI loans. See Note 1 – Summary of Significant Accounting Policies and Note 5 - Allowance for Loan Losses in the Notes to Consolidated Financial Statements on FHN’s Form 10-K for the year ended December 31, 2015,2016, for additional information about the policies and methodologies used in the aforementioned components of the ALLL.

The following table provides a rollforward of the allowance for loan losses by portfolio segment for the three months ended March 31, 20162017 and 2015:2016:

 

(Dollars in thousands)

  C&I Commercial
Real Estate
 Consumer
Real Estate
 Permanent
Mortgage
 Credit Card
and Other
 Total   C&I Commercial
Real Estate
 Consumer
Real Estate
 Permanent
Mortgage
 Credit Card
and Other
 Total 

Balance as of January 1, 2015

  $67,011   $18,574   $113,011   $19,122   $14,730   $232,448  
Balance as of January 1, 2017  $89,398  $33,852  $50,357  $16,289  $12,172  $202,068 

Charge-offs

   (3,555 (787 (8,537 (1,184 (3,936 (17,999   (600  —     (3,849  (483  (3,481  (8,413

Recoveries

   1,953   691   4,724   618   893   8,879     1,676   221   5,676   903   837   9,313 

Provision/(provision credit) for loan losses

   2,243   (813 47   1,630   1,893   5,000     2,633   (3,185  (2,504  (816  2,872   (1,000
  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Balance as of March 31, 2015

   67,652   17,665   109,245   20,186   13,580   228,328  
Balance as of March 31, 2017   93,107   30,888   49,680   15,893   12,400   201,968 
  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Allowance—individually evaluated for impairment

   6,019   611   41,737   17,766   228   66,361  

Allowance—collectively evaluated for impairment

   61,440   14,642   67,018   2,420   13,352   158,872  

Allowance—purchased credit-impaired loans

   193   2,412   490    —      —     3,095  

Loans, net of unearned as of March 31, 2015:

       
Allowance - individually evaluated for impairment   3,775   192   28,701   11,532   122   44,322 
Allowance - collectively evaluated for impairment   89,142   30,646   20,629   4,361   12,278   157,056 
Allowance - purchased credit-impaired loans   190   50   350   —     —     590 
Loans, net of unearned as of March 31, 2017:       

Individually evaluated for impairment

   52,697   12,528   171,611   110,838   484   348,158     44,970   3,096   146,472   88,743   269   283,550 

Collectively evaluated for impairment

   9,580,800   1,282,944   4,748,806   400,870   337,853   16,351,273     11,620,748   2,166,069   4,308,917   320,492   346,399   18,762,625 

Purchased credit-impaired loans

   4,858   25,425   2,400    —     9   32,692     38,278   4,146   1,422   —     53   43,899 
  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Total loans, net of unearned

  $9,638,355   $1,320,897   $4,922,817   $511,708   $338,346   $16,732,123  

Total loans, net of unearned income

  $11,703,996  $2,173,311  $4,456,811  $409,235  $346,721  $19,090,074 
  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Balance as of January 1, 2016

  $73,637   $25,159   $80,614   $18,947   $11,885   $210,242    $73,637  $25,159  $80,614  $18,947  $11,885  $210,242 

Charge-offs

   (6,525  (642  (6,926  (112  (3,407  (17,612   (6,525 (642 (6,926 (112 (3,407 (17,612

Recoveries

   780    222    5,735    779    888    8,404     780  222  5,735  779  888  8,404 

Provision/(provision credit) for loan losses

   12,995    887    (12,102  (860  2,080    3,000     12,995  887  (12,102 (860 2,080  3,000 
  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Balance as of March 31, 2016

   80,887    25,626    67,321    18,754    11,446    204,034     80,887  25,626  67,321  18,754  11,446  204,034 
  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Allowance—individually evaluated for impairment

   9,148    488    31,119    16,975    146    57,876  

Allowance—collectively evaluated for impairment

   71,615    24,840    35,477    1,779    11,299    145,010  

Allowance—purchased credit-impaired loans

   124    298    725    —      1    1,148  
Allowance - individually evaluated for impairment    9,148  488  31,119  16,975  146  57,876 
Allowance - collectively evaluated for impairment    71,615  24,840  35,477  1,779  11,299  145,010 
Allowance - purchased credit-impaired loans   124  298  725   —    1  1,148 

Loans, net of unearned as of March 31, 2016:

              

Individually evaluated for impairment

   44,465    8,950    162,128    96,874    345    312,762     44,465  8,950  162,128  96,874  345  312,762 

Collectively evaluated for impairment

   10,181,677    1,826,677    4,523,885    345,917    353,822    17,231,978     10,181,677  1,826,677  4,523,885  345,917  353,822  17,231,978 

Purchased credit-impaired loans

   13,041    12,942    4,217    —      54    30,254     13,041  12,942  4,217   —    54  30,254 
  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Total loans, net of unearned income

  $10,239,183   $1,848,569   $4,690,230   $442,791   $354,221   $17,574,994    $10,239,183  $1,848,569  $4,690,230  $442,791  $354,221  $17,574,994 
  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Note 6 – Intangible Assets

The following is a summary of other intangible assets net of accumulated amortization, included in the Consolidated Condensed Statements of Condition:

 

(Dollars in thousands)

  Goodwill   Other
Intangible
Assets (a)
 

December 31, 2014

  $145,932    $29,518  

Amortization expense

   —       (1,298
  

 

 

   

 

 

 

March 31, 2015

  $145,932    $28,220  
  

 

 

   

 

 

 

December 31, 2015 (b)

  $191,307    $26,215  

Amortization expense

   —       (1,300
  

 

 

   

 

 

 

March 31, 2016 

  $191,307    $24,915  
  

 

 

   

 

 

 
   March 31, 2017   December 31, 2016 
(Dollars in thousands)  Gross Carrying
Amount
   Accumulated
Amortization
  Net Carrying
Value
   Gross Carrying
Amount
   Accumulated
Amortization
  Net Carrying
Value
 

Core deposit intangibles

  $16,850   $(5,199 $11,651   $16,850   $(4,721 $12,129 

Customer lists

   54,865    (47,053  7,812    54,865    (46,302  8,563 

Other (a)

   322    —     322    555    (230  325 
  

 

 

   

 

 

  

 

 

   

 

 

   

 

 

  

 

 

 

Total

  $72,037   $(52,252 $19,785   $72,270   $(51,253 $21,017 

 

(a)Represents customer lists, acquired contracts, core deposit intangibles,Balance at March 31, 2017 relates to state banking licenses and covenantsare not subject to compete.
(b)The increase in goodwill was related to the TAF acquisition in fourth quarter 2015.amortization.

The gross carrying amount and accumulated amortization of other intangible assets subject to amortization is $72.3Amortization expense was $1.2 million and $47.4$1.3 million respectively onfor the three months ended March 31, 2016. Estimated aggregate2017 and 2016, respectively. As of March 31, 2017 the estimated aggregated amortization expense is expected to be $3.9 million for the remainder of 2016, $4.9 million, $4.7 million, $4.5 million, $1.7 million, and $1.6 million for the twelve-month periods of 2017, 2018, 2019, 2020, and 2021, respectively.be:

(Dollars in thousands)    

Year

  Amortization 

Remainder of 2017

  $3,683 

2018

   4,679 

2019

   4,453 

2020

   1,659 

2021

   1,574 

2022

   1,450 

Gross goodwill, accumulated impairments, and accumulated divestiture related write-offs were determined beginning January 1, 2012, when a change in accounting requirements resulted in goodwill being assessed for impairment rather than being amortized. Gross goodwill of $200.0 million with accumulated impairments and accumulated divestiture relateddivestiture-related write-offs of $114.1 million and $85.9 million, respectively, were previously allocated to the non-strategic segment, resulting in $0 net goodwill allocated to the non-strategic segment as of March 31, 20152017 and December 31, 2016. The regional bankbanking and fixed income segments do not have any accumulated impairments or divestiture related write-offs. The following is a summary of goodwill by reportable segment included in the Consolidated Condensed Statements of Condition as of and for the three months ended March 31, 20152017 and December 31, 2016.

 

   Regional   Fixed     

(Dollars in thousands)

  Banking   Income   Total 

December 31, 2014

  $47,928    $98,004    $145,932  
  

 

 

   

 

 

   

 

 

 

Additions

   —       —       —    

Impairments

   —       —       —    

Divestitures

   —       —       —    
  

 

 

   

 

 

   

 

 

 

March 31, 2015

  $47,928    $98,004    $145,932  
  

 

 

   

 

 

   

 

 

 

December 31, 2015 (a)

  $93,303    $98,004    $191,307  
  

 

 

   

 

 

   

 

 

 

Additions

   —       —       —    

Impairments

   —       —       —    

Divestitures

   —       —       —    
  

 

 

   

 

 

   

 

 

 

March 31, 2016

  $93,303    $98,004    $191,307  
  

 

 

   

 

 

   

 

 

 

(Dollars in thousands)  Regional
Banking
   Fixed
Income
   Total 

December 31, 2015

  $93,303   $98,004   $191,307 
  

 

 

   

 

 

   

 

 

 

Additions

   —      —      —   
  

 

 

   

 

 

   

 

 

 

March 31, 2016

  $93,303   $98,004   $191,307 
  

 

 

   

 

 

   

 

 

 

December 31, 2016

  $93,367   $98,004   $191,371 
  

 

 

   

 

 

   

 

 

 

Additions

   —      —      —   
  

 

 

   

 

 

   

 

 

 

March 31, 2017

  $93,367   $98,004   $191,371 
  

 

 

   

 

 

   

 

 

 

(a)The increase in goodwill was related to the TAF acquisition in fourth quarter 2015.

Note 7 – Other Income and Other Expense

Following is detail of All other income and commissions and All other expense as presented in the Consolidated Condensed Statements of Income:

 

   Three Months Ended
March 31
 

(Dollars in thousands)

  2016   2015 

All other income and commissions:

    

ATM interchange fees

  $2,958    $2,761  

Electronic banking fees

   1,397     1,428  

Mortgage banking

   1,273     1,584  

Letter of credit fees

   1,061     1,123  

Deferred compensation (a)

   329     1,033  

Other

   3,071     3,125  
  

 

 

   

 

 

 

Total

  $10,089    $11,054  
  

 

 

   

 

 

 

All other expense:

    

Travel and entertainment

  $2,062    $1,614  

Customer relations

   1,879     1,314  

Employee training and dues

   1,390     1,132  

Supplies

   1,026     927  

Miscellaneous loan costs

   717     361  

Tax credit investments

   706     395  

Litigation and regulatory matters

   (475   162,500  

Other

   11,719     8,423  
  

 

 

   

 

 

 

Total

  $19,024    $176,666  
  

 

 

   

 

 

 

Certain previously reported amounts have been reclassified to agree with current presentation.

(a)Deferred compensation market value adjustments are mirrored by adjustments to employee compensation, incentives, and benefits expense.
   Three Months Ended
March 31
 
(Dollars in thousands)  2017   2016 

All other income and commissions:

    

Other service charges

  $2,984   $2,713 

ATM interchange fees

   2,778    2,958 

Deferred compensation

   1,827    329 

Electronic banking fees

   1,323    1,397 

Mortgage banking

   1,261    1,273 

Letter of credit fees

   1,036    1,061 

Insurance commissions

   883    487 

Other

   2,299    3,071 
  

 

 

   

 

 

 

Total

  $14,391   $13,289 
  

 

 

   

 

 

 

All other expense:

    

Other insurance and taxes

  $2,390   $3,313 

Travel and entertainment

   2,348    2,062 

Employee training and dues

   1,543    1,390 

Customer relations

   1,336    1,879 

Tax credit investments

   942    706 

Supplies

   863    1,026 

Miscellaneous loan costs

   622    717 

Foreclosed real estate

   204    (258

Litigation and regulatory matters

   (292   (475

Other

   8,831    11,719 
  

 

 

   

 

 

 

Total

  $18,787   $22,079 
  

 

 

   

 

 

 

Note 8 – Changes in AccumulatedComponents of Other Comprehensive Income BalancesIncome/(loss)

The following table provides the changes in accumulated other comprehensive incomeincome/(loss) by component, net of tax, for the three months ended March 31, 20162017 and 2015:2016:

 

(Dollars in thousands, unless otherwise noted)

  Cash Flow
Hedges
  Securities
Available-For-

Sale
  Pension and Post
Retirement Plans
  Total 

Balance as of January 1, 2016

  $—     $3,394   $(217,586 $(214,192

Other comprehensive income before reclassifications, Net of tax expense of $2.4 million and $25.0 million for unrealized gain/(loss) on cash flow hedges and securities available-for-sale, respectively

   3,839    40,180    —      44,019  

Amounts reclassified from accumulated other comprehensive income, Net of tax benefit of $.2 million and $.6 million for net (gain)/loss on cash flow hedges and securities available-for-sale, respectively, and tax expense of $.7 million for pension and post retirement plans

   (374  (1,020  1,126    (268
  

 

 

  

 

 

  

 

 

  

 

 

 

Net current period other comprehensive income, Net of tax expense of $2.2 million, $24.3 million and $.7 million for cash flow hedges, securities available-for-sale, and pension and post retirement plans, respectively

   3,465    39,160    1,126    43,751  
  

 

 

  

 

 

  

 

 

  

 

 

 

Balance as of March 31, 2016

  $3,465   $42,554   $(216,460 $(170,441
  

 

 

  

 

 

  

 

 

  

 

 

 

Balance as of January 1, 2015

  $—     $18,581   $(206,827 $(188,246

Other comprehensive income before reclassifications, Net of tax expense of $11.3 million for unrealized gain/(loss) on securities available-for-sale

   —      18,004    —      18,004  

Amounts reclassified from accumulated other comprehensive income, Net of tax expense of $.7 million for pension and post retirement plans

   —      —      1,083    1,083  
  

 

 

  

 

 

  

 

 

  

 

 

 

Net current period other comprehensive income, Net of tax expense of $11.3 million and $.7 million for unrealized gain/(loss) on securities available-for-sale and pension and post retirement plans, respectively

   —      18,004    1,083    19,087  
  

 

 

  

 

 

  

 

 

  

 

 

 

Balance as of March 31, 2015

  $—     $36,585   $(205,744 $(169,159
  

 

 

  

 

 

  

 

 

  

 

 

 
(Dollars in thousands)  Securities AFS   Cash Flow
Hedges
   Pension and
Post-retirement
Plans
   Total 

Balance as of January 1, 2017

  $(17,232  $(1,265  $(229,157  $(247,654

Net unrealized gains/(losses)

   (1,536   (1,062   —      (2,598

Amounts reclassified from AOCI

   (27   (852   1,173    294 
  

 

 

   

 

 

   

 

 

   

 

 

 

Other comprehensive income/(loss)

   (1,563   (1,914   1,173    (2,304
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance as of March 31, 2017

  $(18,795  $(3,179  $(227,984  $(249,958
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance as of January 1, 2016

  $3,394   $—     $(217,586  $(214,192

Net unrealized gains/(losses)

   40,180    3,839    —      44,019 

Amounts reclassified from AOCI

   (1,020   (374   1,126    (268
  

 

 

   

 

 

   

 

 

   

 

 

 

Other comprehensive income/(loss)

   39,160    3,465    1,126    43,751 
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance as of March 31, 2016

  $42,554   $3,465   $(216,460  $(170,441
  

 

 

   

 

 

   

 

 

   

 

 

 

Reclassifications from AOCI, and related tax effects, were as follows:

(Dollars in thousands)  Three Months Ended
March 31
    

Details about AOCI

  2017   2016   

Affected line item in the statement where net
income is presented

Securities AFS:

      

Realized (gains)/losses on securities AFS

  $(44  $(1,654  Debt securities gains/(losses), net

Tax expense/(benefit)

   17    634   Provision/(benefit) for income taxes
  

 

 

   

 

 

   
   (27   (1,020  
  

 

 

   

 

 

   

Cash flow hedges:

      

Realized (gains)/losses on cash flow hedges

   (1,380   (606  Interest and fees on loans

Tax expense/(benefit)

   528    232   Provision/(benefit) for income taxes
  

 

 

   

 

 

   
   (852   (374  
  

 

 

   

 

 

   

Pension and Postretirement Plans:

      

Amortization of prior service cost and net actuarial gain/(loss)

   1,900    1,826   Employee compensation, incentives, and benefits

Tax expense/(benefit)

   (727   (700  Provision/(benefit) for income taxes
  

 

 

   

 

 

   
   1,173    1,126   
  

 

 

   

 

 

   

Total reclassification from AOCI

  $294   $(268  
  

 

 

   

 

 

   

Note 9 – Earnings Per Share

The following table provides reconciliations of net income to net income available to common shareholders and the difference between average basic common shares outstanding and average diluted common shares outstanding:

 

   Three Months Ended
March 31
 

(Dollars and shares in thousands, except per share data)

  2016   2015 

Net income/(loss)

  $52,213    $(72,405

Net income attributable to noncontrolling interest

   2,851     2,758  
  

 

 

   

 

 

 

Net income/(loss) attributable to controlling interest

   49,362     (75,163

Preferred stock dividends

   1,550     1,550  
  

 

 

   

 

 

 

Net income/(loss) available to common shareholders

  $47,812    $(76,713
  

 

 

   

 

 

 

Weighted average common shares outstanding—basic

   234,651     232,816  

Effect of dilutive securities (a)

   2,015     —    
  

 

 

   

 

 

 

Weighted average common shares outstanding—diluted

   236,666     232,816  
  

 

 

   

 

 

 

Net income/(loss) per share available to common shareholders

  $0.20    $(0.33
  

 

 

   

 

 

 

Diluted income/(loss) per share available to common shareholders

  $0.20    $(0.33
  

 

 

   

 

 

 

(a)For the three months ended March 31, 2015 all potential common shares were antidilutive due to the net loss available to common shareholders.
   Three Months Ended
March 31
 
(Dollars and shares in thousands, except per share data)  2017   2016 

Net income/(loss)

  $58,388   $52,213 

Net income attributable to noncontrolling interest

   2,820    2,851 
  

 

 

   

 

 

 

Net income/(loss) attributable to controlling interest

   55,568    49,362 

Preferred stock dividends

   1,550    1,550 
  

 

 

   

 

 

 

Net income/(loss) available to common shareholders

  $54,018   $47,812 
  

 

 

   

 

 

 

Weighted average common shares outstanding—basic

   233,076    234,651 

Effect of dilutive securities

   3,779    2,015 
  

 

 

   

 

 

 

Weighted average common shares outstanding—diluted

   236,855    236,666 
  

 

 

   

 

 

 

Net income/(loss) per share available to common shareholders

  $0.23   $0.20 
  

 

 

   

 

 

 

Diluted income/(loss) per share available to common shareholders

  $0.23   $0.20 
  

 

 

   

 

 

 

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:

 

   Three Months Ended
March 31
 

(Shares in thousands)

  2016   2015 

Anti-dilutive stock options

   4,119     7,853  

Weighted average exercise price of anti-dilutive stock options

  $22.45    $17.17  

Anti-dilutive other equity awards

   1,124     2,499  
   Three Months Ended
March 31
 
(Shares in thousands)  2017   2016 

Stock options excluded from the calculation of diluted EPS

   2,453    4,119 

Weighted average exercise price of stock options excluded from the calculation of diluted EPS

  $26.08   $22.45 

Other equity awards excluded from the calculation of diluted EPS

   99    1,124 

Note 10 – 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 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 lines of business. Certain matters of that sort are pending at this time, and FHN is cooperating in those matters. Pending and threatened litigation matters sometimes are resolved in court or before an arbitrator, and sometimes are settled by the parties. 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 liabilitiesliability for a litigation mattersmatter 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, “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, other than certain matters reported as having been substantially settled or otherwise substantially resolved; (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 that 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. Set forth below are disclosures for certain pending or threatened litigation matters, including all matters mentioned in (i) or (ii) and certain matters mentioned in (iii). In addition, certain other matters, or groups of matters, are discussed relating to FHN’s former mortgage origination and servicing businesses. In all litigation matters discussed, 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 March 31, 2016,2017, the aggregate amount of liabilities established for all such loss contingency matters was $14.4$1.6 million. These liabilities are separate from those discussed under the heading “Established Repurchase“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 March 31, 2016,2017, 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 approximately $108$52 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. That possibility exists both for matters included in the estimated reasonably possible loss (“RPL”) range mentioned above and for matters not included in that range.

CertainMaterial Matters Included in RPL Range

Debit Transaction Sequencing Litigation Matter.FTBNA is a defendant in a putative class action lawsuit concerning overdraft fees charged in connection with debit card transactions. A key claim is that the method used to order or sequence the transactions posted each day was improper. The case is styled asHawkins v. First Tennessee Bank National Association, before the Circuit Court for Shelby County, Tennessee, Case No. CT-004085-11. The plaintiff seeks actual damages of at least $5 million, unspecified restitution of fees charged, and unspecified punitive damages, among other things. FHN’s estimate of RPL for this matter is subject to significant uncertainties regarding: whether a class will be certified and, if so, the definition of the class; claims as to which no dollar amount is specified; the potential remedies that might be available or awarded; and the ultimate outcome of potentially significant motions.

Note 10 – Contingencies and Other Disclosures (Continued)

RPL-Included FH Proprietary Securitization Matters.FHN, along with multiple co-defendants, is defending lawsuits brought by investors which claim that the offering documents under which certificates relating to First Horizon branded securitizations were sold to them were materially deficient. FHN can estimate reasonably possible loss for twoOne of those matters: (1)matters is viewed as material currently: Federal Deposit Insurance Corporation (“FDIC”) as receiver for Colonial Bank, in the U.S. District Court for the Middle District of Alabama (Case No. CV-12-791-WKW-WC); and (2) FDIC as receiver for Colonial Bank, in the U.S. District Court for the Southern District of New York (Case No. 12 Civ. 6166 (LLS)(MHD)). The plaintiff in those suitsthat suit claims to have purchased (and

Note 10 – Contingencies and Other Disclosures (Continued)

(and later sold) certificates intotaling $83.4 million, relating to a number of separate securitizations andsecuritizations. Plaintiff demands damages and prejudgment interest, among several remedies sought. The current RPL estimatesestimate for these matters arethis matter is subject to significant uncertainties regarding: the dollar amounts claimed; the potential remedies that might be available or awarded; the outcome of any settlement discussions; the ultimate outcome of potentially significant motions; the availability of significantly dispositive defenses; and the incomplete status of the discovery process. FDIC’s claims relate to alleged purchases totaling $145.7 million. Additional information concerning FHN’s former mortgage businesses is provided below in “Obligations from Legacy Mortgage Businesses.”

Legacy Mortgage Matters Excluded from RPL Range

As mentioned above, FHN is directly defending two lawsuits which claim that the offering documents under which certificates relating to securitizations were sold were materially deficient. Underwriters are co-defendants in the FDIC-New York matter and have demanded, under provisions in the applicable underwriting agreements, that FHN indemnify them for their expenses and any losses they may incur. In addition, FHN has received indemnity demands from underwriters in certain other suits as to which investors claim to have purchased certificates in FH proprietary securitizations but as to which FHN has not been named a defendant.

For the twomost pending lawsuits FHN is able to estimate RPL, as mentioned above. For the indemnity claims FHN is unable to estimate an RPL range due to significant uncertainties regarding: claims as to which the claimant specifies no dollar amount; the potential remedies that might be available or awarded; the availability of significantly dispositive defenses such as statutes of limitations or repose; the outcome of potentially dispositive early-stage motions such as motions to dismiss; the incomplete status of the discovery process; the lack of a precise statement of damages; and lack of precedent claims. The alleged purchase prices of the certificates subject to pending indemnification claims, excluding the FDIC-New York matter, total $409.9 million.

FHN is defending a suit filed in January 2017 by the successor to a purchaser of other whole loans sold, ResCap Liquidating Trust, which is pending in the U.S District Court for the District of Minnesota (Case No. 17-CV-194). Plaintiff claims that FHN breached representations and warranties made in the loan sales, which occurred over many years, and that FHN is obligated to indemnify plaintiff for certain losses. The suit seeks make-whole and other damages, indemnification, requests total $510.1 million.a declaratory judgment, and other remedies. FHN is unable to estimate an RPL range for this matter due to significant uncertainties regarding, among other things: lack of information about the claims made; the prospects for potentially dispositive early-stage motions; the prospects for significantly dispositive defenses; the scope of potential remedies that might be available or awarded; lack of discovery; lack of a precise statement of damages; and lack of precedent claims.

FHN has additional potential exposures related to its former 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 loan repurchases or make-whole payments and wouldcould be included in the repurchase liability discussed below, and some might eventually result in damages or other litigation-oriented liability, but none are included in the material loss contingency liabilityliabilities mentioned above. None are includedabove or in the RPL range mentioned above. Additional information concerning such exposures is provided below in “Obligations from Legacy Mortgage Businesses.”

Material Gain Contingency Matter

In second quarter 2015 FHN reached an agreement with DOJ and HUD to settle potential claims related to FHN’s underwriting and origination of loans insured by FHA. Under that agreement FHN paid $212.5 million. FHN believes that certain insurance policies, having an aggregate policy limit of $75 million, provide coverage for FHN’s losses and related costs. The insurers have denied and/or reserved rights to deny coverage. FHN has brought suit against the insurers to enforce the policies under Tennessee law. In connection with this litigation the previously recognized expenses associated with the settled matter may be recouped in part. Under applicable financial accounting guidance FHN has determined that although material gain from this litigation is not probable, there is a reasonably possible (more than remote) chance of a material gain outcome for FHN. FHN cannot determine a probable outcome that may result from this matter because of the uncertainty of the potential outcomes of the legal proceedings and also due to significant uncertainties regarding: legal interpretation of the relevant contracts; potential remedies that might be available or awarded; the ultimate effect of counterclaims asserted by the defendants; and lack ofincomplete discovery. Additional information concerning FHN’s former mortgage businesses is provided below in “Obligations from Legacy Mortgage Businesses.”

Obligations from Legacy Mortgage Businesses

Several mattersLoss contingencies mentioned above under “Material Matters” stem from FHN’s former mortgage origination and servicing businesses. FHN retains potential for further exposure, in addition to thosethe matters mentioned, from those former businesses. The remainder of this “Contingencies” sectionfollowing discussion provides context and other information to enhance an understanding of those matters and exposures.

Note 10 – Contingencies and Other Disclosures (Continued)

Overview

Prior to September 2008 FHN originated loans through its legacy mortgage business, primarily first lien home loans, with the intention of selling them. Sales typically were effected either as non-recourse whole-loan sales or through non-recourse proprietary securitizations. Conventional conforming single-family residential mortgage loans were sold predominately to two GSEs: Fannie Mae

Note 10 – Contingencies and Other Disclosures (Continued)

and Freddie Mac. Also, federally insured or guaranteed whole loans were pooled, and payments to investors were guaranteed through Ginnie Mae. Many mortgage loan originations, especially nonconforming mortgage loans, were sold to investors, or certificate-holders, predominantly through FH proprietary securitizations but also, to a lesser extent, through other whole loans sold to private non-Agency purchasers. FHN used only one trustee for all of its FH proprietary securitizations. FHN also originated mortgage loans eligible for FHA insurance or VA guaranty. In addition, FHN originated and sold HELOCs and second lien mortgages through other whole loans sold to private purchasers and, to a lesser extent, through FH proprietary securitizations. Currently, only one FH securitization of HELOCs remains outstanding.

For non-recourse loan sales, FHN has exposure for repurchase of loans, make-whole damages, or other related damages, arising from claims that FHN breached its representations and warranties made at closing to the purchasers, including GSEs, other whole loan purchasers, and the trustee of FH proprietary securitizations.

During the time these legacy activities were conducted, FHN frequently sold mortgage loans “with servicing retained.” As a result, FHN accumulated substantial amounts of MSR on its consolidated balance sheet, as well as contractual servicing obligations and related deposits and receivables. FHN conducted a significant servicing business under its First Horizon Home Loans brand.

MI was required by GSE rules for certain of the loans sold to GSEs and was also provided for certain of the loans that were securitized. MI generally was provided for first lien loans sold or securitized having an LTV ratio at origination of greater than 80 percent.

In 2007, market conditions deteriorated to the point where mortgage-backed securitizations no longer could be sold economically; FHN’s last securitization occurred that year. FHN continued selling mortgage loans to GSEs until August 31, 2008, when FHN sold its national mortgage origination and servicing platforms along with a portion of its servicing assets and obligations. FHN contracted to have its remaining servicing obligations sub-serviced. Since the platform sale FHN has sold substantially all remaining servicing assets and obligations in several transactions, concluding in 2014.obligations.

Certain mortgage-related terms used in this “Contingencies” section are defined in “Mortgage-Related Glossary” at the end of this Overview.

Repurchase and Make-Whole Obligations

Starting in 2009, FHN received a high number of claims either to repurchase loans from the purchaser or to pay the purchaser to “make them whole” for economic losses incurred. These claims have been driven primarily by loan delinquencies. In repurchase or make-whole claims a loan purchaser typically asserts that specified loans violated representations and warranties FHN made when the loans were sold. A significant majority of claims received overall have come from GSEs, and the remainder are from purchasers of other whole loan sales. FHN has not received a loan repurchase or make-whole claim from the FH proprietary securitization trustee.

Generally, FHN reviews each claim and MI cancellation notice individually. ThoseFHN’s responses include appeal, provide additional information, deny the claim (rescission), repurchase the loan or remit a make-whole payment, or reflect cancellation of MI.

After several years resolving repurchase and make-whole claims with each GSE on a loan-by-loan basis, in 2013 and 2014 FHN entered into DRAs with the GSEs, resolving at once a large fraction of pending and potential future claims. Starting in 2014, the overall number of such claims diminished substantially, primarily as a result of the DRAs. Each DRA resolved obligations associated with loans originated from 2000 to 2008, but certain obligations and loans were excluded. Under each DRA, FHN remains responsible for repurchase obligations related to certain excluded defects (such as title defects and violations of the GSE’s Charter Act) and FHN continues to have loan repurchase or monetary compensation obligations under the DRAs related to private mortgage insurance rescissions, cancellations, and denials (with certain exceptions). FHN also has exposure related to loans where there has been a prior bulk sale of servicing, as well as certain other whole-loan sales. With respect to loans where there has been a prior bulk sale of servicing, FHN is not responsible for MI cancellations and denials to the extent attributable to the acts of the current servicer.

While large portions of repurchase claims from the GSEs were settled with the DRAs, large-scalecomprehensive settlement of repurchase, make-whole, and indemnity claims with non-Agency claimants is not practical. Those claims are resolved case by case or, occasionally, with less-comprehensive settlements. RepurchaseSuch claims that are not resolved by the parties couldcan, and sometimes have, become litigation.

Note 10 – Contingencies and Other Disclosures (Continued)

FH Proprietary Securitization Actions

FHN has potential financial exposure from FH proprietary securitizations outside of the repurchase/make-whole process. Several investors in certificates sued FHN and others starting in 2009, and several underwriters or other counterparties have demanded that FHN indemnify and defend them in securitization lawsuits. The pending suits generally assert that disclosures made to investors in the offering and sale of certificates were legally deficient.

Note 10 – Contingencies and Other Disclosures (Continued)

Servicing Obligations

FHN’s national servicing business was sold as part of the platform sale in 2008. A significant amount of MSR was sold at that time, and a significant amount was retained. The related servicing activities, including foreclosure and loss mitigation practices, not sold in 2008 were outsourced through a three-year subservicing arrangement (the “2008 subservicing agreement”) with the platform buyer (the “2008 subservicer”). The 2008 subservicing agreement expired in 2011 when FHN entered into a replacement agreement with a new subservicer (the “2011 subservicer”). In fourth quarter 2013, FHN contracted to sell a substantial majority of its remaining servicing obligations and servicing assets (including advances) to the 2011 subservicer. The servicing was transferred to the buyer in stages, and was substantially completed in first quarter 2014. The servicing still retained by FHN continues to be subserviced by the 2011 subservicer.subserviced.

As servicer, FHN had contractual obligations to the owners of the loans primarily GSEs(primarily GSEs) and securitization trustees, to handle billing, custodial, and other tasks related to each loan. Each subservicer undertook to perform those obligations on FHN’s behalf during the applicable subservicing period, although FHN legally remained the servicer of record for those loans that were subserviced.

The 2008 subservicer has been subject to a consent decree, and entered into a settlement agreement with regulators related to alleged deficiencies in servicing and foreclosure practices. The 2008 subservicer has made demands of FHN, under the 2008 subservicing agreement, to pay certain resulting costs and damages totaling $43.5 million. FHN disagrees with those demands and has made no payments. This disagreement has the potential to result in litigation and, in any such future litigation, the claim against FHN may be substantial.

A certificate holder has contacted FHN, threatening to make claims based onclaiming that it has been damaged from alleged deficiencies in servicing loans held in certain FH proprietary securitization trusts. The holder has sued the FH securitization trustee on related grounds, but has not yet sued FHN. FHN cannot predict how this inquirymatter will proceed nor can FHN predict whether any claim or suit, if made or brought,this matter ultimately will be material to FHN.

Origination Data

From 2005 through 2008, FHN originated and sold $69.5 billion of mortgage loans to the Agencies. This includes $57.6 billion of loans sold to GSEs and $11.9 billion of loans guaranteed by Ginnie Mae. Although FHN conducted these businesses before 2005, GSE loans originated in 2005 through 2008 account for approximately 90 percenta substantial majority of all repurchase requests/make-whole claims received fromsince the 2008 platform sale through December 31, 2015.sale.

From 2005 through 2007, $26.7 billion of mortgage loans were included in FH proprietary securitizations. The last FH securitization occurred in 2007.

Note 10 – Contingencies and Other Disclosures (Continued)

Mortgage-Related Glossary

 

Agencies    the two GSEs and Ginnie Mae HELOC    home equity line of credit
certificates    securities sold to investors representing interests in mortgage loan securitizations HUD    Dept. of Housing and Urban Development
DOJ    U.S. Department of Justice LTV    loan-to-value, a ratio of the loan amount divided by the home value
DRA    definitive resolution agreement with a GSE MI    private mortgage insurance, insuring against borrower payment default

Fannie Mae, Fannie,

FNMA

    Federal National Mortgage Association MSR    mortgage servicing rights

FH proprietary

securitization

    securitization of mortgages sponsored by FHN under its First Horizon brand nonconforming loans    loans that did not conform to Agency program requirements
FHA    Federal Housing Administration other whole loans sold    mortgage loans sold to private, non-Agency purchasers
FHFAFreddie Mac, Freddie, FHLMC    Federal Housing Financing Agency, conservator for the GSEsHome Loan Mortgage Corporation 
2008 platform sale, platform
sale, 2008 sale

    FHN’s sale of its national mortgage origination and servicing platforms in 2008
Freddie Mac, Freddie, FHLMC

Ginnie Mae, Ginnie,

GNMA

    Federal Home LoanGovernment National Mortgage CorporationAssociation pipeline or active pipeline    pipeline of mortgage repurchase, make-whole, & certain related claims against FHN
Ginnie Mae, Ginnie, GNMAGovernment National Mortgage AssociationUPBunpaid principal balance
GSEs    Fannie Mae and Freddie Mac VA    Veterans Administration

Note 10 – Contingencies and Other Disclosures (Continued)

Repurchase and Foreclosure Liability

The repurchase and foreclosure liability is comprised of reserves to cover estimated loss content in the active pipeline, estimated future inflows, as well as estimated loss content related to certain known claims not currently included in the active pipeline. FHN compares the estimated probable incurred losses determined under the applicable loss estimation approaches described above 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, and certain related exposures and has accrued for losses of $115.0$65.5 million and $117.1$66.0 million as of March 31, 20162017 and 2015,December 31, 2016, respectively, including a smaller amount related to equity-lending junior lien loan sales. Accrued liabilities for FHN’s estimate of these obligations are reflected in Other liabilities on the Consolidated Condensed Statements of Condition. ChargesCharges/expense reversals to increaseincrease/decrease the liability are included within Repurchase and foreclosure provision/(provision credit) on the Consolidated Condensed Statements of Income. The estimates are based upon currently available information and fact patterns that exist as of the balance sheet dates and could be subject to future changes. Changes to any one of these factors could significantly impact the estimate of FHN’s liability.

Government-BackedOther FHN Mortgage Lending ProgramsExposures

FHN’s FHA and VA program lending was substantial prior to the 2008 platform sale, and has continued at a much lower level since then. As lender, FHN made certain representations and warranties as to the compliance of the loans with program requirements. Over the past several years, most recently in first quarter 2015, FHN occasionally has recognized significant losses associated with settling claims and potential claims by government agencies, and by private parties asserting claims on behalf of agencies, related to these origination activities. At March 31, 2016,2017, FHN had not accrued a liability for any matter related to these government lending programs, and no pending or known threatened matter related to these programs represented a material loss contingency described above.

Other FHN Mortgage Exposures

At March 31, 2016,2017, FHN had not accrued a liability for exposure for repurchase of first-lien loans related to FH proprietary securitizations arising from claims from the trustee that FHN breached its representations and warranties in FH proprietary securitizations at closing. FHN’s trustee is a defendant in a lawsuitlawsuits in which the plaintiffs have asserted that the trustee has duties to review loans and otherwise to act against FHN outside of the duties specified in the applicable trust documents; FHN is not a defendant in that suit and is not able to assess what, if any, exposure FHN may have as a result of it.

Note 10 – Contingencies and Other Disclosures (Continued)

them.

FHN is defending, directly or as indemnitor, certain pending lawsuits brought by purchasers of certificates in FH proprietary securitizations or their assignees. FHN believes a new lawsuit based on federal securities claims that offering disclosures were deficient cannot be brought at this time due to the running of applicable limitation periods, but other investor claims, based on other legal theories, might still be possible. Due to the sales of MSR fromstarting in 2008, through 2014, FHN has limited visibility into current loan information such as principal payoffs, refinance activity, delinquency trends, and loan modification activity.

Many non-GSE purchasers of whole loans from FHN included those loans in their own securitizations. Regarding such other whole loans sold, FHN made representations and warranties concerning the loans and provided indemnity covenants to the purchaser/securitizer. Typically the purchaser/securitizer assigned key contractual rights against FHN to the securitization trustee. As mentioned above, repurchase, make-whole, indemnity, and make-wholeother monetary claims related to specific loans are included in the active pipeline and repurchase reserve. In addition, currently the following categories of actions are pending which involve FHN and other whole loans sold: (i) FHN has received indemnification requests from purchasers of loans or their assignees in cases where FHN is not a defendant; (ii) FHN has received subpoenas seeking loan reviews in cases where FHN is not a defendant; (iii) FHN has received repurchase demands from purchasers or their assignees; and (iv) FHN is a defendant in legal actions involving FHN-originated loans.other whole loans sold, including one of the material matters mentioned above. At March 31, 2016, FHN had not accrued a liability for any litigation matter related to other whole loans sold; however,2017, FHN’s repurchase and foreclosure liability considered certain known exposures from other whole loans sold.

Certain government entities have subpoenaed information from FHN and others. These entities include the FDIC (on behalf of certain failed banks) and the FHLBs of San Francisco, Atlanta, and Seattle, among others. These entities purport to act on behalf of several purchasers of FH proprietary securitizations, and of non-FH securitizations which included other whole loans sold. Collectively, the subpoenas seek information concerning: a number of FH proprietary securitizations and/or underlying loan originations; and originations of certain other whole loans sold which, in many cases, were included by the purchaser in its own securitizations. Some subpoenas fail to identify the specific investments made or loans at issue. Moreover, FHN has limited information regarding at least some of the loans under review. Unless and until a review (if related to specific loans) becomes an identifiable repurchase claim, the associated loans are not considered part of the active pipeline.

Note 10 – Contingencies and Other Disclosures (Continued)

OTHER DISCLOSURES

Visa Matters

FHN is a member of the Visa USA network. In October 2007, the Visa organization of affiliated entities completed a series of global restructuring transactions to combine its affiliated operating companies, including Visa USA, under a single holding company, Visa Inc. (“Visa”). Upon completion of the reorganization, the members of the Visa USA network remained contingently liable for certain Visa litigation matters (the “Covered Litigation”). Based on its proportionate membership share of Visa USA, FHN recognized a contingent liability in fourth quarter 2007 related to this contingent obligation. In March 2008, Visa completed its initial public offering (“IPO”) and funded an escrow account from its IPO proceeds to be used to make payments related to the Visa litigation matters. FHN received approximately 2.4 million Class B shares in conjunction with Visa’s IPO.

Conversion of these shares into Class A shares of Visa and, with limited exceptions, transfer of these shares is restrictedprohibited until the final resolution of the covered litigation. In conjunction with the prior sales of Visa Class B shares in December 2010 and September 2011, 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. The conversion ratio is adjusted when Visa deposits funds into the escrow account to cover certain litigation. As of March 31, 2017 and December 31, 2016, the derivative liabilities were $6.0 million and $6.2 million, respectively.

In July 2012, Visa and MasterCard announced a joint settlement (the “Settlement”) related to the Payment Card Interchange matter, one of the Covered Litigation matters. Based on the amount of the Settlement attributable to Visa and an assessment of FHN’s contingent liability accrued for Visa litigation matters, the Settlement did not have a material impact on FHN. In September 2014, Visa funded $450 million intoThe Settlement was vacated upon appeal in June 2016. Accordingly, the escrow account, and as a result FHN made a payment to the derivative counterpartyoutcome of $2.4 million in October 2014. As of March 31, 2016, the conversion ratio is 165 percent reflecting the Visa stock split in March 2015, and the contingent liability is $.8 million. Future fundingthis matter remains uncertain. Additionally, other Covered Litigation matters are also pending judicial resolution, including new matters filed by class members who opted out of the escrow would dilute this exchange rate by an amount thatSettlement. So long as any Covered Litigation matter remains pending, FHN’s ability to transfer its Visa holdings is not determinable at present.

As of March 31, 2016 and 2015, the derivative liabilities were $4.6 million and $5.0 million, respectively.restricted, with limited exceptions.

FHN now holds approximately 1.1 million Visa Class B shares. FHN’s Visa shares are not considered to be marketable and therefore are included in the Consolidated Condensed Statements of Condition at their historical cost of $0. The Settlement has been approved byAs of March 31, 2017, the court but that approval has been appealed by certainconversion ratio is 165 percent reflecting a Visa stock split in March 2015, and the contingent liability is $.8 million. Future funding of the plaintiffs.escrow would dilute this conversion ratio by an amount that is not determinable at present. Based on the closing price on March 31, 2017, assuming conversion into Class A hearing was conducted in September 2015 butshares at the court has not issued its decision. Accordingly, the outcomecurrent conversion ratio, FHN’s Visa holdings would have a value of approximately $163 million. Recognition of this matter remains uncertain. Additionally, othervalue is dependent upon the final resolution of the remainder of Visa’s Covered Litigation matters

are also pending judicial resolution, including new matters filed by class members who opted out without further reduction of the Settlement. So long as any Covered Litigation matter remains pending, FHN’s ability to transfer its Visa holdings continues to be restricted.

Note 10 – Contingencies and Other Disclosures (Continued)

conversion ratio.

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 with such agreements.

Note 11 – Pension, Savings, 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. TheMinimum contributions are based upon actuarially determined amounts necessary to fund the total benefit obligation. FHN did not make any contributions to the qualified pension plan in 2015 or in the first quarter of 2016. Future decisionsDecisions to contribute to the plan will beare based upon pension funding requirements under the Pension Protection Act, the maximum amount deductible under the Internal Revenue Code, and the actual performance of plan assets.assets, and trends in the regulatory environment. FHN contributed $165 million to the qualified pension plan in third quarter 2016. The contribution had no effect on FHN’s 2016 Consolidated Statements of Income. FHN did not make any contributions to the qualified pension plan in the first quarter of 2017. Management is evaluating whetherdoes not currently anticipate that FHN will make a contribution to the qualified pension plan will be made in 2016.for the remainder of 2017.

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 $4.9$5.1 million for 2015.2016. FHN anticipates making benefit payments under the non-qualified plans of $5.2$5.0 million in 2016.2017.

Savings plan.FHN provides all qualifying full-time employees with the opportunity to participate in the FHN 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 percent match for the first 6 percent of salary deferred, with company matchmatching contributions invested according to a participant’s current investment elections. 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.

Other employee benefits.FHN provides postretirement life insurance benefits to certain employees and also provides postretirement medical insurance benefits to retirement-eligible employees. The postretirement medical plan is contributory with FHN contributing a fixed amount for certain participants. FHN’s postretirement benefits include certain prescription drug benefits.

The components of net periodic benefit cost for the three months ended March 31 are as follows:

 

   Pension Benefits   Other Benefits 

(Dollars in thousands)

  2016   2015   2016   2015 

Components of net periodic benefit cost

        

Service cost

  $10    $10    $28    $37  

Interest cost

   7,882     9,020     317     360  

Expected return on plan assets

   (9,773   (9,392   (229   (241

Amortization of unrecognized:

        

Prior service cost/(credit)

   49     83     43     (291

Actuarial (gain)/loss

   2,068     2,396     (233   (244
  

 

 

   

 

 

   

 

 

   

 

 

 

Net periodic benefit cost

  $236    $2,117    $(74  $(379
  

 

 

   

 

 

   

 

 

   

 

 

 

In 2016, FHN changed its methodology for the calculation of interest cost for its applicable employee benefit plans. Prior to 2016 FHN utilized a weighted average discount rate to determine interest cost, which is the same discount rate used to calculate the projected benefit obligation. Starting in 2016, FHN has adopted 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. This change in accounting estimate is expected to reduce annual interest cost across all plans by $5.8 million in 2016.
   Pension Benefits   Other Benefits 

(Dollars in thousands)

  2017   2016   2017   2016 

Components of net periodic benefit cost

        

Service cost

  $9   $10   $27   $28 

Interest cost

   7,379    7,882    326    317 

Expected return on plan assets

   (8,891   (9,773   (237   (229

Amortization of unrecognized:

        

Prior service cost/(credit)

   13    49    24    43 

Actuarial (gain)/loss

   2,380    2,068    (142   (233
  

 

 

   

 

 

   

 

 

   

 

 

 

Net periodic benefit cost/(credit)

  $890   $236   $(2  $(74
  

 

 

   

 

 

   

 

 

   

 

 

 

Note 12 – Business Segment Information

FHN has four business segments: regional banking, fixed income, corporate, and non-strategic. The regional banking segment offers financial products and services, including traditional lending and deposit taking, to retailconsumer and commercial customers in Tennessee and other selected markets. Regional banking also provides investments, financial planning, trust services and asset management, credit card, and cash management. Additionally, the regional banking segment includes correspondent banking which provides credit, depository, and other banking related services to other financial institutions nationally. The fixed income segment consists of fixed income securities sales, trading, and strategies for institutional clients in the U.S. and abroad, as well as loan sales, portfolio advisory services, and derivative sales. The corporate segment consists of unallocated corporate expenses, expense on subordinated debt issuances, bank-owned life insurance, unallocated interest income associated with excess equity, net impact of raising incremental capital, revenue and expense associated with deferred compensation plans, funds management, tax credit investment activities, gains on the extinguishmentderivative valuation adjustments related to prior sales of debt,Visa Class B shares, and acquisition-related costs. The non-strategic segment consists of the wind-down national consumer lending activities, legacy mortgage banking elements including servicing fees, and the associated ancillary revenues and expenses related to these businesses. Non-strategic also includes the wind-down trust preferred loan portfolio and exited businesses.

Periodically, FHN adapts its segments to reflect managerial or strategic changes. FHN may also modify its methodology of allocating expenses and equity among segments which could change historical segment results. TotalBusiness segment revenue, expense, asset, and assetequity 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 table reflects the amounts of consolidated revenue, expense, tax, and average assets for each segment for the three months ended March 31:

 

  Three Months Ended
March 31
   

Three Months Ended

March 31

 

(Dollars in thousands)

  2016   2015   2017   2016 

Consolidated

        

Net interest income

  $172,074    $156,866    $189,708   $172,074 

Provision for loan losses

   3,000     5,000  

Provision/(provision credit) for loan losses

   (1,000   3,000 

Noninterest income

   134,305     129,689     116,939    134,305 

Noninterest expense

   226,927     376,221     222,205    226,927 
  

 

   

 

   

 

   

 

 

Income/(loss) before income taxes

   76,452     (94,666   85,442    76,452 

Provision/(benefit) for income taxes

   24,239     (22,261   27,054    24,239 
  

 

   

 

   

 

   

 

 

Net income/(loss)

  $52,213    $(72,405  $58,388   $52,213 
  

 

   

 

   

 

   

 

 

Average assets

  $26,618,694    $25,641,934    $28,806,106   $26,618,694 
  

 

   

 

 

Note 12 – Business Segment Information (Continued)

   

Three Months Ended

March 31

 

(Dollars in thousands)

  2017   2016 

Regional Banking

    

Net interest income

  $193,389   $172,312 

Provision/(provision credit) for loan losses

   3,098    14,767 

Noninterest income

   58,976    59,276 

Noninterest expense

   148,065    145,399 
  

 

 

   

 

 

 

Income/(loss) before income taxes

   101,202    71,422 

Provision/(benefit) for income taxes

   36,623    25,407 
  

 

 

   

 

 

 

Net income/(loss)

  $64,579   $46,015 
  

 

 

   

 

 

 

Average assets

  $17,955,319   $15,945,192 
  

 

 

   

 

 

 

Fixed Income

    

Net interest income

  $1,151   $2,667 

Noninterest income

   50,822    67,122 

Noninterest expense

   48,685    58,623 
  

 

 

   

 

 

 

Income/(loss) before income taxes

   3,288    11,166 

Provision/(benefit) for income taxes

   1,024    3,892 
  

 

 

   

 

 

 

Net income/(loss)

  $2,264   $7,274 
  

 

 

   

 

 

 

Average assets

  $1,875,708   $2,269,678 
  

 

 

   

 

 

 

Corporate

    

Net interest income/(expense)

  $(14,100  $(14,363

Noninterest income

   5,476    5,723 

Noninterest expense

   16,880    13,461 
  

 

 

   

 

 

 

Income/(loss) before income taxes

   (25,504   (22,101

Provision/(benefit) for income taxes

   (13,093   (11,246
  

 

 

   

 

 

 

Net income/(loss)

  $(12,411  $(10,855
  

 

 

   

 

 

 

Average assets

  $7,359,015   $6,362,224 
  

 

 

   

 

 

 

Non-Strategic

    

Net interest income

  $9,268   $11,458 

Provision/(provision credit) for loan losses

   (4,098   (11,767

Noninterest income

   1,665    2,184 

Noninterest expense

   8,575    9,444 
  

 

 

   

 

 

 

Income/(loss) before income taxes

   6,456    15,965 

Provision/(benefit) for income taxes

   2,500    6,186 
  

 

 

   

 

 

 

Net income/(loss)

  $3,956   $9,779 
  

 

 

   

 

 

 

Average assets

  $1,616,064   $2,041,600 
  

 

 

   

 

 

 

Certain previously reported amounts have been reclassified to agree with current presentation.

Note 12 – Business Segment Information (Continued)

   Three Months Ended
March 31
 

(Dollars in thousands)

  2016   2015 

Regional Banking

    

Net interest income

  $172,326    $154,412  

Provision/(provision credit) for loan losses

   14,767     4,915  

Noninterest income

   59,275     60,180  

Noninterest expense

   145,355     135,444  
  

 

 

   

 

 

 

Income/(loss) before income taxes

   71,479     74,233  

Provision/(benefit) for income taxes

   25,429     26,504  
  

 

 

   

 

 

 

Net income/(loss)

  $46,050    $47,729  
  

 

 

   

 

 

 

Average assets

  $15,944,097    $14,225,092  

Fixed Income

    

Net interest income

  $2,664    $4,319  

Noninterest income

   67,122     61,564  

Noninterest expense

   58,668     54,741  
  

 

 

   

 

 

 

Income/(loss) before income taxes

   11,118     11,142  

Provision/(benefit) for income taxes

   3,874     4,143  
  

 

 

   

 

 

 

Net income/(loss)

  $7,244    $6,999  
  

 

 

   

 

 

 

Average assets

  $2,270,144    $2,447,259  

Corporate

    

Net interest income/(expense)

  $(14,374  $(16,080

Noninterest income

   5,723     5,385  

Noninterest expense

   13,477     14,362  
  

 

 

   

 

 

 

Income/(loss) before income taxes

   (22,128   (25,057

Provision/(benefit) for income taxes

   (11,257   (11,714
  

 

 

   

 

 

 

Net income/(loss)

  $(10,871  $(13,343
  

 

 

   

 

 

 

Average assets

  $6,362,533    $6,412,346  

Non-Strategic

    

Net interest income

  $11,458    $14,215  

Provision/(provision credit) for loan losses

   (11,767   85  

Noninterest income

   2,185     2,560  

Noninterest expense

   9,427     171,674  
  

 

 

   

 

 

 

Income/(loss) before income taxes

   15,983     (154,984

Provision/(benefit) for income taxes

   6,193     (41,194
  

 

 

   

 

 

 

Net income/(loss)

  $9,790    $(113,790
  

 

 

   

 

 

 

Average assets

  $2,041,920    $2,557,237  

Certain previously reported amounts have been reclassified to agree with current presentation.

Note 13 – Variable Interest Entities

ASC 810 defines a VIE as a legal entity where (a) the equity investors, as a group, lack either (1) sufficient equity at risk for the entity to finance its activities by itself, (2)without additional subordinated financial support, (b) the equity investors, as a group, lack either, (1) the power through voting rights, or similar rights, to direct the activities of an entity that most significantly impact the entity’s economic performance, (3)(2) the obligation to absorb the expected losses of the entity, (4)or (3) the right to receive the expected residual returns of the entity, or (5)(c) the entity is structured with non-substantive voting rights. A variable interest is a contractual ownership or other interest that fluctuates with changes in the fair value of the VIE’s net assets exclusive of variable interests. Under ASC 810, as amended, a primary beneficiary is required to consolidate a VIE when it has a variable interest in a VIE that provides it with a controlling financial interest. For such purposes, the determination of whether a controlling financial interest exists is based on whether a single party has both the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant.

Consolidated Variable Interest Entities

FHN holds variable interests in a proprietary HELOC securitization trust it established as a source of liquidity for consumer lending operations. Based on its restrictive nature, the trust is considered a VIE as the holders of equity at risk do not have the power through voting rights or similar rights to direct the activities that most significantly impact the trust’s economic performance. The retention of MSR and a residual interest results in FHN potentially absorbing losses or receiving benefits that are significant to the trust. FHN is considered the primary beneficiary, as it is assumed to have the power, as Master Servicer, to most significantly impact the activities of the VIE. Consolidation of the trust results in the recognition of the trust proceeds as restricted borrowings since the cash flows on the securitized loans can only be used to settle the obligations due to the holders of trust securities. TheThrough first quarter 2016 the trust has enteredexperienced a rapid amortization period and FHN iswas obligated to provide subordinated funding. During the period, cash payments from borrowers arewere accumulated to repay outstanding debt securities while FHN continuescontinued to make advances to borrowers when they drawdrew on their lines of credit. FHN then transferstransferred the newly generated receivables into the securitization trust andtrust. FHN is reimbursed for these advances only after other parties in the securitization have received all of the cash flows to which they are entitled. If loan losses requiring draws on the related monoline insurers’ policies (which protect bondholders in the securitization) exceed a certain level, FHN may not receive reimbursement for all of the funds advanced to borrowers, as the senior bondholders and the monoline insurers typically have priority for repayment. Amounts funded from monoline insurance policies are considered restricted term borrowings in FHN’s Consolidated Condensed Statements of Condition. Except for recourse due to breaches of representations and warranties made by FHN in connection with the sale of the loans to the trust, the creditors of the trust hold no recourse to the assets of FHN.

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.

Note 13 – Variable Interest Entities (Continued)

 

The following table summarizes VIEs consolidated by FHN as of March 31, 20162017 and 2015:December 31, 2016:

 

 March 31, 2016 March 31, 2015   March 31, 2017   December 31, 2016 
 On-Balance Sheet
Consumer Loan
Securitization
 Rabbi Trusts Used for
Deferred Compensation
Plans
 On-Balance Sheet
Consumer Loan
Securitization
 Rabbi Trusts Used for
Deferred Compensation
Plans
   On-Balance Sheet
Consumer Loan
Securitization
   Rabbi Trusts Used for
Deferred Compensation
Plans
   On-Balance Sheet
Consumer Loan
Securitization
   Rabbi Trusts Used for
Deferred Compensation
Plans
 

(Dollars in thousands)

 Carrying Value Carrying Value Carrying Value Carrying Value   Carrying Value   Carrying Value   Carrying Value   Carrying Value 

Assets:

            

Cash and due from banks

 $309    N/A   $872   N/A    $—      N/A   $—      N/A 

Loans, net of unearned income

  47,833    N/A   71,565   N/A     32,486    N/A    35,873    N/A 

Less: Allowance for loan losses

  —      N/A   341   N/A     244    N/A    587    N/A 
 

 

  

 

  

 

  

 

   

 

   

 

   

 

   

 

 

Total net loans

  47,833    N/A   71,224   N/A     32,242    N/A    35,286    N/A 
 

 

  

 

  

 

  

 

   

 

   

 

   

 

   

 

 

Other assets

  75   $70,314   242   $68,356     150   $76,149    283   $74,160 
 

 

  

 

  

 

  

 

   

 

   

 

   

 

   

 

 

Total assets

 $48,217   $70,314   $72,338   $68,356    $32,392   $76,149   $35,569   $74,160 
 

 

  

 

  

 

  

 

   

 

   

 

   

 

   

 

 

Liabilities:

            

Term borrowings

 $34,914    N/A   $60,914   N/A    $19,819    N/A   $23,126    N/A 

Other liabilities

  4   $52,214   4   $52,349     3   $57,559    3   $54,746 
 

 

  

 

  

 

  

 

   

 

   

 

   

 

   

 

 

Total liabilities

 $34,918   $52,214   $60,918   $52,349    $19,822   $57,559   $23,129   $54,746 
 

 

  

 

  

 

  

 

   

 

   

 

   

 

   

 

 

Nonconsolidated Variable Interest Entities

Low Income Housing Partnerships. First Tennessee Housing Corporation (“FTHC”), a wholly-owned subsidiary of FTBNA, makes equity investments as a limited partner in various partnerships that sponsor affordable housing projects utilizing the Low Income Housing Tax Credit (“LIHTC”) pursuant to Section 42 of the Internal Revenue Code. The purpose of these investments is to achieve a satisfactory return on capital and to support FHN’s community reinvestment initiatives. The activities of the limited partnerships include the identification, development, and operation of multi-family housing units that isare leased to qualifying residential tenants generally within FHN’s primary geographic region. LIHTC partnerships are considered VIEs as FTHC, the holder of the equity investment at risk, does not have the ability to direct the activities that most significantly affect the performance of the entity through voting rights or similar rights. FTHC could absorb losses that are significant to the LIHTC partnerships as it has a risk of loss for its capital contributions and funding commitments to each partnership. The general partners are considered the primary beneficiaries as managerial functions give them the power to direct the activities that most significantly impact the entities’ economic performance and the managing members are exposed to all losses beyond FTHC’s initial capital contributions and funding commitments.

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 in the income statement as a component of income tax expense/(benefit). LIHTC investments that do not qualify for the proportional amortization method are accounted for using the equity method. Expenses associated with these investments were not significant for the three months ended March 31, 201617, 2017 and 2015.2016. The following table summarizes the impact to the Provision/(benefit) for income taxes on the Consolidated Condensed Statements of Income for the three months ended March 31, 20162017, and 20152016 for LIHTC investments accounted for under the proportional amortization method.

 

(Dollars in thousands)

 Three Months Ended
March 31, 2016
 Three Months Ended
March 31, 2015
   Three Months Ended
March 31, 2017
   Three Months Ended
March 31, 2016
 

Provision/(benefit) for income taxes:

      

Amortization of qualifying LIHTC investments

 $2,298   $2,180    $2,278   $2,298 

Low income housing tax credits

  (2,523 (2,363   (2,400   (2,523

Other tax benefits related to qualifying LIHTC investments

  (1,110 (844   (919   (1,110

Note 13 – Variable Interest Entities (Continued)

 

Other Tax Credit Investments. First Tennessee New Markets Corporation (“FTNMC”), a wholly-owned subsidiary of FTBNA, makes equity investments through wholly-owned subsidiaries as a non-managing member in various limited liability companies (“LLCs”) that sponsor community development projects utilizing the New Market Tax Credit (“NMTC”) pursuant to Section 45 of the Internal Revenue Code. The purpose of these investments is to achieve a satisfactory return on capital and to support FHN’s community reinvestment initiatives. The activities of the LLCs include providing investment capital for low-income communities within FHN’s primary geographic region. A portion of the funding of FTNMC’s investment in a NMTC LLC is obtained via a loan from an unrelated third-party that is typically a community development enterprise. The NMTC LLCs are considered VIEs as FTNMC, the holder of the equity investment at risk, does not have the ability to direct the activities that most significantly affect the performance of the entity through voting rights or similar rights. While FTNMC could absorb losses that are significant to the NMTC LLCs as it has a risk of loss for its initial capital contributions, the managing members are considered the primary beneficiaries as managerial functions give them the power to direct the activities that most significantly impact the NMTC LLCs’ economic performance and the managing members are exposed to all losses beyond FTNMC’s initial capital contributions.

FTHC also makes equity investments as a limited partner or non-managing member in entities that receive Historic Tax Credits pursuant to Section 47 of the Internal Revenue Code. The purpose of these entities is the rehabilitation of historic buildings with the tax credits provided to incent private investment in the historic cores of cities and towns. These entities are considered VIEs as FTHC, the holder of the equity investment at risk, does not have the ability to direct the activities that most significantly affect the performance of the entity through voting rights or similar rights. FTHC could absorb losses that are significant to the entities as it has a risk of loss for its capital contributions and funding commitments to each partnership. The managing members are considered the primary beneficiaries as managerial functions give them the power to direct the activities that most significantly impact the entities’ economic performance and the managing members are exposed to all losses beyond FTHC’s initial capital contributions and funding commitments.

Small Issuer Trust Preferred Holdings. FTBNA holds variable interests in trusts which have issued mandatorily redeemable preferred capital securities (“trust preferreds”) for smaller banking and insurance enterprises. FTBNA 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 FTBNA. These trusts meet 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 trusts’ economic performance. Based on the nature of the trusts’ activities and the size of FTBNA’s holdings, FTBNA could potentially receive benefits or absorb losses that are significant to the trusts regardless of whether a majority of a trust’s securities are held by FTBNA. However, since FTBNA is solely a holder of the trusts’ securities, it has no rights which 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. FTBNA has no contractual requirements to provide financial support to the trusts.

On-Balance Sheet Trust Preferred Securitization. In 2007, FTBNA 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. FTBNA could potentially receive benefits or absorb losses that are significant to the trust based on the size and priority of the interests it retained in the securities issued by the trust. However, since FTBNA did not retain servicing or other decision making rights, FTBNA 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, FTBNA has accounted for the funds received through the securitization as a term borrowing in its Consolidated Condensed Statements of Condition. FTBNA has no contractual requirements to provide financial support to the trust.

Proprietary Trust Preferred Issuances. FHN previously issued junior subordinated debt to First Tennessee Capital II (“Capital II”). Capital II was considered a VIE as FHN’s capital contributions to this trust were not considered “at risk” in evaluating whether the holders of the equity investments at risk in the trust had the power through voting rights, or similar rights, to direct the activities that most significantly impacted the entity’s economic performance. FHN was not the trust’s primary beneficiary as FHN’s capital contributions to the trust were not considered variable interests as they were not “at risk”. Consequently, Capital II was not consolidated by FHN. In third quarter 2015 FHN redeemed its junior subordinated debt, and as a result Capital II redeemed its 6.30 percent Capital Securities, Series B, and the trust was terminated.

Proprietary Residential Mortgage Securitizations. FHN holds variable interests (primarily principal-only strips) in proprietary residential mortgage securitization trusts it established prior to 2008 as a source of liquidity for its mortgage banking operations. Prior to fourth quarter 2016 these interests included MSR and interest-only strips. Except for recourse due to breaches of representations and warranties made by FHN in connection with the sale of the loans to the trusts, the creditors of the trusts hold no recourse to the assets of FHN. Additionally, FHN has no contractual requirements to provide financial support to the trusts. Based on their restrictive nature, the trusts are considered VIEs as the holders of equity at risk do not have the power through voting rights, or similar rights, to direct the activities that most significantly impact the trusts’ economic performance. While it held MSR, FHN iswas assumed to have the power as servicer to most significantly impact the activities of such VIEs,VIEs. However, in situations where FHN doesdid not have the ability to participate in significant portions of a securitization trust’s cash flows, FHN iswas not considered the primary beneficiary of the trust. Therefore, these trusts arewere not consolidated by FHN.

Note 13 – Variable Interest Entities (Continued)

 

Holdings & Short Positions 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 Restructurings. For certain troubled commercial loans, FTBNA restructures 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, 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 FTBNA 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, FTBNA is exposed to potentially significant benefits and losses of the borrowing entity. FTBNA 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.

Sale Leaseback Transaction. In fourth quarter 2015, FTB has entered into an agreement with a single asset leasing entity for the sale and lease backleaseback of an office building. In conjunction with this transaction, FTB loaned funds to a related party of the buyer that were used for the purchase price of the building. FTB also entered into a construction loan agreement with the single asset entity for renovation of the building. Since this transaction did not qualify as a sale, it is being accounted for using the deposit method which creates a net asset or liability for all cash flows between FTB and the buyer. The buyer-lessor in this transaction meets the definition of a VIE as it does not have sufficient equity at risk since FTB is providing the funding for the purchase and renovation. A related party of the buyer-lessor has the power to direct the activities that most significantly impact the operations and could potentially receive benefits or absorb losses that are significant to the transactions, making it the primary beneficiary. Therefore, FTB does not consolidate the leasing entity.

Note 13 – Variable Interest Entities (Continued)

The following table summarizes FHN’s nonconsolidated VIEs as of March 31, 2016:2017:

 

(Dollars in thousands)

 Maximum
Loss Exposure
 Liability
Recognized
   

Classification

  Maximum
Loss Exposure
   Liability
Recognized
   Classification 

Type

          

Low income housing partnerships

 $67,911   $14,676    (a)  $71,114   $14,749    (a) 

Other Tax Credit Investments (b) (c)

 20,759    —      Other assets

Other tax credit investments (b) (c)

   21,210    —      Other assets 

Small issuer trust preferred holdings (d)

 333,374    —      Loans, net of unearned income   332,959    —      Loans, net of unearned income 

On-balance sheet trust preferred securitization

 49,778   64,395    (e)   49,361    64,812    (e) 

Proprietary residential mortgage securitizations

 21,604    —      (f)   2,330    —      Trading securities 

Holdings of agency mortgage-backed securities (d)

 4,422,747    —      (g)   4,289,239    —      (f) 

Short positions in agency mortgage-backed securities (h)

 N/A   17    Trading liabilities

Commercial loan troubled debt restructurings (i)

 33,325    —      Loans, net of unearned income

Sale-Leaseback Transaction

 11,827    —      (j)

Commercial loan troubled debt restructurings (g)

   35,295    —      Loans, net of unearned income 

Sale-leaseback transaction

   14,827    —      (h) 

 

(a)Maximum loss exposure represents $53.2$56.4 million of current investments and $14.7 million of accrued contractual funding commitments. Accrued funding commitments represent unconditional contractual obligations for future funding events, and are also recognized in Other Liabilities.liabilities. FHN currently expects to be required to fund these accrued commitments by the end of 2016.2017.
(b)A liability is not recognized as investments are written down over the life of the related tax credit.
(c)Maximum loss exposure represents current investment balance. Of the initial investment, $18.0 million was funded through loans from community development enterprises.
(d)Maximum loss exposure represents the value of current investments. A liability is not recognized as FHN is solely a holder of the trusts’ securities.
(e)Includes $112.5 million classified as Loans, net of unearned income, and $1.7 million classified as Trading securities which are offset by $64.4$64.8 million classified as Term borrowings.
(f)Includes $.5 million classified as MSR, $3.1 million classified as Trading securities, and $18.0 million of aggregate servicing advances.
(g)Includes $.6 billion classified as Trading securities and $3.8 billion classified as Securities available-for-sale.
(h)No exposure of loss due to the nature of FHN’s involvement.
(i)(g)Maximum loss exposure represents $29.7$34.5 million of current receivables and $3.6$.8 million of contractual funding commitments on loans related to commercial borrowers involved in a troubled debt restructuring.
(j)(h)Maximum loss exposure represents the current loan balance plus additional funding commitments less amounts received from the buyer-lessor.

Note 13 – Variable Interest Entities (Continued)

The following table summarizes FHN’s nonconsolidated VIEs as of MarchDecember 31, 2015:2016:

 

(Dollars in thousands)

 Maximum
Loss Exposure
 Liability
Recognized
   Classification  Maximum
Loss Exposure
   Liability
Recognized
   Classification

Type

          

Low income housing partnerships

 $58,971   $3,609    (a)  $73,582   $17,398   (a)

Other Tax Credit Investments (b) (c)

 21,360    —      Other assets

Other tax credit investments (b) (c)

   21,898    —     Other assets

Small issuer trust preferred holdings (d)

 364,352    —      Loans, net of unearned income   332,985    —     Loans, net of unearned income

On-balance sheet trust preferred securitization

 50,748   63,425    (e)   49,361    64,812   (e)

Proprietary trust preferred issuances (f)

 N/A   206,186    Term borrowings

Proprietary and agency residential mortgage securitizations

 25,786    —      (g)

Proprietary residential mortgage securitizations

   2,568    —     Trading securities

Holdings of agency mortgage-backed securities (d)

 4,338,653    —      (h)   4,163,313    —     (f)

Commercial loan troubled debt restructurings (i) (j)

 39,015    —      Loans, net of unearned income

Commercial loan troubled debt restructurings (g)

   42,696    —     Loans, net of unearned income

Sale-leaseback transaction

   11,827    —     (h)

 

(a)Maximum loss exposure represents $55.4$56.2 million of current investments and $3.6$17.4 million of accrued contractual funding commitments. Accrued funding commitments represent unconditional contractual obligations for future funding events, and are also recognized in Other Liabilities.liabilities. FHN currently expects to be required to fund these accrued commitments by the end of 2016.2017.
(b)A liability is not recognized as investments are written down over the life of the related tax credit.
(c)Maximum loss exposure represents current investment balance. Of the initial investment, $18.0 million was funded through loans from community development enterprises.
(d)Maximum loss exposure represents the value of current investments. A liability is not recognized as FHN is solely a holder of the trusts’ securities.
(e)Includes $112.5 million classified as Loans, net of unearned income, and $1.7 million classified as Trading securities which are offset by $63.4$64.8 million classified as Term borrowings.
(f)No exposure to loss due to the nature of FHN’s involvement.
(g)Includes $.7 million classified as MSR related to proprietary and agency residential mortgage securitizations and $5.3 million classified as Trading securities related to proprietary and agency residential mortgage securitizations. Aggregate servicing advances of $19.8 million are classified as Other assets.
(h)Includes $859.7 million$.4 billion classified as Trading securities and $3.5$3.8 billion classified as Securities available-for-sale.
(i)(g)Maximum loss exposure represents $34.8$37.5 million of current receivables and $4.2$5.2 million of contractual funding commitments on loans related to commercial borrowers involved in a troubled debt restructuring.
(j)(h)A liability is not recognized asMaximum loss exposure represents the loans arecurrent loan balance plus additional funding commitments less amounts received from the only variable interests held in the troubled commercial borrowers’ operations.buyer-lessor.

Note 14 – 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 customers’ 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 Asset/Liability Committee (“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. Commencing in first quarter 2017, a central clearinghouse revised the treatment of daily margin posted or received from collateral to legal settlements of the related derivative contracts. This change resulted in a reduction in derivative assets and liabilities and corresponding reductions in collateral posted and received as these amounts are now presented net by contract in the Consolidated Condensed Statements of Condition. This change has no effect on hedge accounting or gains/losses for the applicable derivative contracts. On March 31, 20162017 and 2015,December 31, 2016, respectively, FHN had $81.4$41.9 million and $93.4$47.8 million of cash receivables and $41.7$29.4 million and $56.8$32.8 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 collateralizedover-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 in a dealer capacity to facilitate customer transactions and as a risk management tool. Where contracts have been created for customers, 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

FHN’s fixed income segment trades U.S. Treasury, U.S. Agency, mortgage-backed, corporate and municipal fixed income securities, and other securities for distribution to customers. When these securities settle on a delayed basis, they are considered forward contracts. Fixed income also enters into interest rate contracts, including caps, swaps, and floors, for its customers. In addition, fixed income 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 currently in fixed income noninterest income. Related assets and liabilities are recorded on the Consolidated Condensed Statements of Condition as Derivative assets and Derivative liabilities. The FTN Financial 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 $57.6$42.7 million and $53.5$57.6 million for the three months ended March 31, 20162017 and 2015,2016, respectively. Trading revenues are inclusive of both derivative and non-derivative financial instruments, and are included in fixed income noninterest income.

Note 14 – Derivatives (Continued)

 

The following tables summarize FHN’s derivatives associated with fixed income trading activities as of March 31, 20162017 and 2015:December 31, 2016:

 

  March 31, 2016   March 31, 2017 

(Dollars in thousands)

  Notional   Assets   Liabilities   Notional   Assets   Liabilities 

Customer Interest Rate Contracts

  $1,822,343    $87,287    $935    $1,743,855   $34,060   $15,510 

Offsetting Upstream Interest Rate Contracts

   1,822,343     935     87,287     1,743,855    15,258    31,677 

Option Contracts Purchased

   5,000     9     —       60,000    86    —   

Forwards and Futures Purchased

   3,673,789     12,939     423     3,804,024    11,817    5,230 

Forwards and Futures Sold

   3,925,911     1,086     12,806     3,817,997    5,410    13,135 
  March 31, 2015 

(Dollars in thousands)

  Notional   Assets   Liabilities 

Customer Interest Rate Contracts

  $1,675,215    $83,797    $2,241  

Offsetting Upstream Interest Rate Contracts

   1,675,215     2,241     83,797  

Option Contracts Purchased

   12,500     60     —    

Option Contracts Written

   7,500     —       12  

Forwards and Futures Purchased

   3,181,574     5,805     538  

Forwards and Futures Sold

   3,511,607     1,105     7,290  

   December 31, 2016 

(Dollars in thousands)

  Notional   Assets   Liabilities 

Customer Interest Rate Contracts

  $1,697,992   $39,495   $14,996 

Offsetting Upstream Interest Rate Contracts

   1,697,992    14,996    39,495 

Option Contracts Purchased

   17,500    63    —   

Option Contracts Written

   5,000    —      8 

Forwards and Futures Purchased

   2,916,750    6,257    26,659 

Forwards and Futures Sold

   3,085,396    27,330    6,615 

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, includingprimarily swaps, caps, options, and collars, 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 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 customers 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 Condensed Statements of Income.

FHN has designated a derivative transaction in a hedging strategy to manage interest rate risk on $400.0 million of senior debt issued by FTBNA which matures in December 2019. This qualifies for hedge accounting under ASC 815-20 using the long-haul method. FHN entered into a pay floating, receive fixed interest rate swap to hedge the interest rate risk of the senior debt. The balance sheet impact of this swap was $10.8$.3 million and $5.5$1.6 million in Derivative assets as of March 31, 20162017 and 2015,December 31, 2016, respectively. There was an insignificant level of ineffectiveness related to this hedge.

FHN has designated a derivative transaction in a hedging strategy to manage interest rate risk on $500.0 million of senior debt which matures in December 2020. This qualifies for hedge accounting under ASC 815-20 using the long-haul method. FHN entered into a pay floating, receive fixed interest rate swap to hedge the interest rate risk of the senior debt. The balance sheet impact of this swap was $7.0$.5 million in Derivative assets as of March 31, 2017 and $7.3 million in Derivative liabilities as of December 31, 2016. During first quarter 2016, thereThere was an insignificant level of ineffectiveness related to this hedge.

FHN has entered into pay floating, receive fixed interest rate swaps to hedge the interest rate risk of certain term borrowings totaling $250.0 million. These swaps have been accounted for as fair value hedges under the shortcut method. The balance sheet amount of these swaps were not material on March 31, 2016, and $12.0 million in Derivative assets on March 31, 2015. These borrowings matured in April 2016.

Prior to maturity in December 2015, FHN designated a derivative transaction in a hedging strategy to manage interest rate risk on its $500 million noncallable senior debt. This derivative qualified for hedge accounting under ASC 815-20 using the long-haul method. FHN hedged the interest rate risk on this debt using a pay floating, receive fixed interest rate swap. The balance sheet amount of this swap was $6.9 million in Derivative assets as of March 31, 2015. There was no ineffectiveness related to this hedge at the time of maturity.

Prior to redemption in third quarter 2015, FHN designated derivative transactions in hedging strategies to manage interest rate risk on subordinated debt related to its trust preferred securities. These qualified for hedge accounting under ASC 815-20 using the long-haul method. FHN hedged the interest rate risk of the subordinated debt totaling $200 million using a pay floating, receive fixed interest

Note 14 – Derivatives (Continued)

 

rate swap. The balance sheet amount of this swap was $2.7 million in Derivative liabilities as of March 31, 2015. There was no ineffectiveness related to this hedge. In third quarter 2015, FHN called its junior subordinated debt, which triggered a call of the trust preferred securities, and removed all associated hedges. The redemption resulted in a gain on extinguishment of debt of $5.8 million.

The following tables summarize FHN’s derivatives associated with interest rate risk management activities as of March 31, 2017 and December 31, 2016:

   March 31, 2017 

(Dollars in thousands)

  Notional   Assets   Liabilities 

Customer Interest Rate Contracts Hedging 

      

Hedging Instruments and Hedged Items: 

      

Customer Interest Rate Contracts

  $1,450,711   $15,401   $15,388 

Offsetting Upstream Interest Rate Contracts

   1,450,711    14,053    14,277 

Debt Hedging

      

Hedging Instruments:

      

Interest Rate Swaps

  $900,000   $749    N/A 

Hedged Items:

      

Term Borrowings

   N/A    N/A   $900,000(a) 

   December 31, 2016 

(Dollars in thousands)

  Notional   Assets   Liabilities 

Customer Interest Rate Contracts Hedging

      

Hedging Instruments and Hedged Items: 

      

Customer Interest Rate Contracts

  $1,357,920   $17,566   $14,277 

Offsetting Upstream Interest Rate Contracts

   1,357,920    14,277    18,066 

Debt Hedging

      

Hedging Instruments:

      

Interest Rate Swaps

  $900,000   $1,628   $7,276 

Hedged Items:

      

Term Borrowings

   N/A    N/A   $900,000(a) 

(a)Represents par value of term borrowings being hedged.

The following table summarizes gains/(losses) on FHN’s derivatives associated with interest rate risk management activities for the three months ended March 31, 20162017 and 2015:2016:

 

  March 31, 2016   March 31, 2017 March 31, 2016 

(Dollars in thousands)

  Notional   Assets   Liabilities Gains/(Losses)   Gains/(Losses) Gains/(Losses) 

Customer Interest Rate Contracts Hedging

       

Customer Interest Rate Contracts Hedging

 

 

Hedging Instruments and Hedged Items:

          

Customer Interest Rate Contracts (a)

  $831,958    $39,049    $232   $12,559    $(3,276 $12,559 

Offsetting Upstream Interest Rate Contracts (a)

   831,958     232     39,549   (12,559   3,276  (12,559

Debt Hedging

          

Hedging Instruments:

          

Interest Rate Swaps (b)

  $1,150,000    $17,852    $—     $17,037  

Interest Rate Swaps (a)

  $(2,800 $17,037 

Hedged Items:

          

Term Borrowings (b)

   N/A     N/A    $1,150,000(c)  $(16,745)(d) 
  March 31,2015 

(Dollars in thousands)

  Notional   Assets   Liabilities Gains/(Losses) 

Customer Interest Rate Contracts Hedging

       

Hedging Instruments and Hedged Items:

       

Customer Interest Rate Contracts (a)

  $682,318    $30,204    $307   $4,243  

Offsetting Upstream Interest Rate Contracts (a)

   682,318     307     30,704   (4,243

Debt Hedging

       

Hedging Instruments:

       

Interest Rate Swaps (b)

  $1,350,000    $24,368    $2,677   $970  

Hedged Items:

       

Term Borrowings (b)

   N/A     N/A    $1,350,000(c)  $(923)(d) 

Term Borrowings (a) (b)

   2,733  (16,745

 

(a)Gains/losses included in the All other expense section of the Consolidated Condensed Statements of Income.
(b)Gains/losses included in the All other income and commissions section of the Consolidated Condensed Statements of Income.
(c)Represents par value of term borrowings being hedged.
(d)Represents gains and losses attributable to changes in fair value due to interest rate risk as designated in ASC 815-20 hedging relationships.

In first quarter 2016, FHN entered into a pay floating, receive fixed interest rate swap in a hedging strategy to manage its exposure to the variability in cash flows related to the interest payments for the following five years on $250 million principal of debt instruments, which primarily consist of held-to-maturity trust preferred loans that have variable interest payments based on 3-month LIBOR. This qualifiesIn first quarter 2017, FHN initiated cash flow hedges of $650 million notional amount that have durations between three and seven years. The debt instruments primarily consist of held-to-maturity commercial loans that have variable interest payments based on 1-month LIBOR. These qualify for hedge accounting as a cash flow hedgehedges under ASC 815-20. Changes in the fair value of this derivativethese derivatives are recorded as a component of accumulated other comprehensive income (“AOCI”),AOCI, to the extent that the hedge relationship ishedging relationships are effective. Amounts are reclassified from AOCI to earnings as the hedged cash flows affect earnings. FTB measures the ineffectiveness using the Hypothetical Derivative Method. AOCI is adjusted to an amount that reflects the lesser of either the cumulative change in fair value of the swaps or the cumulative change in the fair value of the hypothetical derivative instruments. To the extent that any ineffectiveness exists in the hedge relationships, the amounts are recorded in current period earnings. Interest paid or received for these swaps is recognized as an adjustment to interest income of the assets whose cash flows are being hedged.

Note 14 – Derivatives (Continued)

The following table summarizestables summarize FHN’s derivative activities associated with cash flow hedges as of March 31, 2017 and December 31, 2016:

   March 31, 2017 

(Dollars in thousands)

  Notional   Assets   Liabilities 

Cash Flow Hedges 

      

Hedging Instruments: 

      

Interest Rate Swaps

  $900,000   $1,286    N/A 

Hedged Items:

      

Variability in Cash Flows Related to Debt Instruments (Primarily Loans)

   N/A   $900,000    N/A 

   December 31, 2016 

(Dollars in thousands)

  Notional   Assets   Liabilities 

Cash Flow Hedges

      

Hedging Instruments: 

      

Interest Rate Swaps

  $250,000    N/A   $2,045 

Hedged Items:

      

Variability in Cash Flows Related to Debt Instruments (Primarily Loans)

   N/A   $250,000    N/A 

The following table summarizes gains/(losses) on FHN’s derivatives associated with cash flow hedges for the three months ended March 31, 2016.2017 and 2016:

 

  March 31, 2016   March 31, 2017 March 31, 2016 

(Dollars in thousands)

  Notional   Assets   Liabilities   Gains/(Losses)   Gains/(Losses) Gains/(Losses) 

Cash Flow Hedges

        

Cash Flow Hedges

 

 

Hedging Instruments:

           

Interest Rate Swaps

  $250,000    $5,618     N/A    $5,618(a) 

Interest Rate Swaps (a) (b)

  $(3,101 $5,618 

Hedged Items:

           

Variability in Cash Flows Related to Trust Preferred Loans

   N/A     250,000     N/A     N/A  

Variability in Cash Flows Related to Debt Instruments (Primarily Loans)

   N/A  N/A 

 

(a)Amount represents the pre-tax gains/(losses) included within AOCI.
(b)Includes approximately $1$1.5 million of losses expected to be reclassified into earnings in the next twelve months.

FHN hedges held-to-maturity trust preferred loans which have an initial fixed rate term before conversion to a floating rate. FHN has entered into pay fixed, receive floating interest rate swaps to hedge the interest rate risk associated with this initial term. Interest paid or received for these swaps is recognized as an adjustment of the interest income of the assets whose risk is being hedged. Basis

Note 14 – Derivatives (Continued)

adjustments remaining at the end of the hedge term are being amortized as an adjustment to interest income over the remaining life of the loans. Gains or losses are included in Other income and commissions on the Consolidated Condensed Statements of Income. These hedges expire in third quarter 2017.

Note 14 – Derivatives (Continued)

The following tables summarize FHN’s derivative activities associated with held-to-maturity trust preferred loans as of and for the three months ended March 31, 20162017 and 2015:December 31, 2016:

 

  March 31, 2016   March 31, 2017 

(Dollars in thousands)

  Notional   Assets Liabilities   Gains/(Losses)   Notional   Assets Liabilities 

Loan Portfolio Hedging

          

Hedging Instruments:

          

Interest Rate Swaps

  $6,500     N/A   $445    $43    $6,500    N/A  $134 

Hedged Items:

          

Trust Preferred Loans (a)

   N/A    $6,500(b)  N/A    $(42)(c)    N/A   $6,500(b)  N/A 
  March 31, 2015 

(Dollars in thousands)

  Notional   Assets Liabilities   Gains/(Losses) 

Loan Portfolio Hedging

     

Hedging Instruments:

     

Interest Rate Swaps

  $6,500     N/A   $703    $41  

Hedged Items:

     

Trust Preferred Loans (a)

   N/A    $6,500(b)  N/A    $(41)(c) 

   December 31, 2016 

(Dollars in thousands)

  Notional   Assets  Liabilities 

Loan Portfolio Hedging

     

Hedging Instruments: 

     

Interest Rate Swaps

  $6,500    N/A  $208 

Hedged Items: 

     

Trust Preferred Loans (a)

   N/A   $6,500(b)   N/A 

 

(a)Assets included in the Loans, net of unearned income section of the Consolidated Condensed Statements of Condition.
(b)Represents principal balance being hedged.

The following table summarizes gains/(losses) on FHN’s derivatives associated with held-to-maturity trust preferred loans for the three months ended March 31, 2017 and 2016:

   March 31, 2017  March 31, 2016 

(Dollars in thousands)

  Gains/(Losses)  Gains/(Losses) 

Loan Portfolio Hedging

 

 

Hedging Instruments:

   

Interest Rate Swaps

  $74  $43 

Hedged Items:

   

Trust Preferred Loans (a)

  $(74 $(42

(c)(a)Represents gains and losses attributable to changes in fair value due to interest rate risk as designated in ASC 815-20 hedging relationships.

Other Derivatives

In conjunction with the sales of a portion of its Visa Class B shares, FHN and the purchaser 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 March 31, 20162017 and 2015,December 31, 2016, the derivative liabilities associated with the sales of Visa Class B shares were $4.6$6.0 million and $5.0$6.2 million, respectively. See the Visa Matters section of Note 10 – Contingencies and Other Disclosures for more information regarding FHN’s Visa shares.

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 March 31, 20162017 and 2015,December 31, 2016, these loans were valued at $1.9 million and $3.8 million, respectively. The balance sheet amount and the gains/losses associated with these derivatives were not significant.

Master Netting and Similar Agreements

As previously discussed, 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 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 International Swap and Derivatives Association (“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 collateralmargin 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 Condensed Statements of Condition.

Note 14 – Derivatives (Continued)

Interest rate derivatives with customers 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 Condensed Statements of Condition. 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.

Note 14 – Derivatives (Continued)

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 FTBNA is lowered, FHN could be required to post additional collateral with the counterparties. Conversely, if the credit rating of FHN and/or FTBNA 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 FTBNA could require the posting of additional collateral; whereas if a counterparty’s credit ratings were to increase, the 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 $86.8$31.3 million of assets and $74.7$44.1 million of liabilities on March 31, 2016,2017, and $107.3$35.9 million of assets and $84.5$49.0 million of liabilities on MarchDecember 31, 2015.2016. As of March 31, 20162017 and 2015,December 31, 2016, FHN had received collateral of $168.9$121.2 million and $173.5$137.6 million and posted collateral of $72.7$33.0 million and $84.7$39.3 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 FTBNA’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 derivative instruments with credit-risk-related contingent accelerated termination provisions was $86.8$30.7 million of assets and $22.6$19.2 million of liabilities on March 31, 2016,2017, and $107.3$35.9 million of assets and $21.1$19.6 million of liabilities on MarchDecember 31, 2015.2016. As of March 31, 20162017 and 2015,December 31, 2016, FHN had received collateral of $168.9$120.6 million and $173.5$137.5 million and posted collateral of $24.5$10.0 million and $25.9$12.9 million, respectively, in the normal course of business related to these contracts.

FHN’s fixed income segment buys and sells various types of securities for its customers. 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 tables below.following tables.

The following table provides a detaildetails of derivative assets and collateral received as presented on the Consolidated Condensed Statements of Condition as of March 31:31, 2017 and December 31, 2016:

 

              Gross amounts not offset in the
Statement of Condition
                 Gross amounts not offset in the
Statements of Condition
   

(Dollars in thousands)

  Gross amounts
of recognized
assets
   Gross amounts
offset in the
Statement of
Condition
   Net amounts of
assets presented
in the Statement
of Condition (a)
   Derivative
liabilities
available for
offset
 Collateral
Received
 Net amount   Gross amounts
of recognized
assets
   Gross amounts
offset in the
Statements of
Condition
   Net amounts of
assets presented
in the Statements
of Condition (a)
   Derivative
liabilities
available for
offset
 Collateral
Received
 Net amount 

Derivative assets:

                    

2016 (b)

  $150,973    $—      $150,973    $(9,998 $(125,274 $15,701  

2015 (b)

   140,917     —       140,917     (14,053 (126,820 44  

March 31, 2017 (b)

  $80,807   $—     $80,807   $(18,674 $(46,189 $15,944 

December 31, 2016 (b)

   87,962    —      87,962    (25,953 (52,888 9,121 
  

 

   

 

   

 

   

 

  

 

  

 

   

 

   

 

   

 

   

 

  

 

  

 

 

 

(a)Included in Derivative assets on the Consolidated Condensed Statements of Condition. As of March 31, 2017 and December 31, 2016, and 2015, $14.0$17.3 million and $7.2$33.7 million, respectively, of derivative assets (primarily fixed income forward contracts) have been excluded from these tables because they are generally not subject to master netting or similar agreements.
(b)2016 and 2015Amounts are comprised entirely of interest rate derivative contracts.

Note 14 – Derivatives (Continued)

 

The following table provides a detaildetails of derivative liabilities and collateral pledged as presented on the Consolidated Condensed Statements of Condition as of March 31:31, 2017 and December 31, 2016:

 

              Gross amounts not offset in the
Statement of Condition
                 Gross amounts not offset in the
Statements of Condition
   

(Dollars in thousands)

  Gross amounts
of recognized
liabilities
   Gross amounts
offset in the
Statement of
Condition
   Net amounts of
liabilities presented
in the Statement of
Condition (a)
   Derivative
assets available
for offset
 Collateral
pledged
 Net amount   Gross amounts
of recognized
liabilities
   Gross amounts
offset in the
Statements of
Condition
   Net amounts of
liabilities presented
in the Statements
of Condition (a)
   Derivative
assets available
for offset
 Collateral
pledged
 Net amount 

Derivative liabilities:

                    

2016 (b)

  $128,448    $—      $128,448    $(9,998 $(63,738 $54,712  

2015 (b)

   120,429     —       120,429     (14,053 (82,440 23,936  

March 31, 2017 (b)

  $76,986   $—     $76,986   $(18,674 $(55,378 $2,934 

December 31, 2016 (b)

   96,363    —      96,363    (25,953 (60,746 9,664 
  

 

   

 

   

 

   

 

  

 

  

 

   

 

   

 

   

 

   

 

  

 

  

 

 

 

(a)Included in Derivative liabilities on the Consolidated Condensed Statements of Condition. As of March 31, 2017 and December 31, 2016, and 2015, $17.8$24.4 million and $12.8$39.5 million, respectively, of derivative liabilities (primarily fixed income forward contracts) have been excluded from these tables because they are generally not subject to master netting or similar agreements.
(b)2016 and 2015Amounts are comprised entirely of interest rate derivative contracts.

Note 15 –Master– Master Netting and Similar Agreements - Agreements—Repurchase, Reverse Repurchase, and Securities Borrowing and Lending Transactions

For repurchase, reverse repurchase and securities borrowing and lending 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 withinthrough FHN’s fixed income business (Securities purchased under agreements to resell and Securities sold under agreements to repurchase), transactions are collateralized by securities 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 the time of the transactionsettlement and not released until settlement.maturity. For asset positions, the collateral is not included on FHN’s Consolidated Condensed Statements of Condition. 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.

The following table provides a detaildetails of Securities purchased under agreements to resell as presented on the Consolidated Condensed Statements of Condition and collateral pledged by counterparties as of March 31:31, 2017 and December 31, 2016:

 

              Gross amounts not offset in the
Statement of Condition
                 Gross amounts not offset in the
Statements of Condition
   

(Dollars in thousands)

  Gross amounts
of recognized
assets
   Gross amounts
offset in the
Statement of
Condition
   Net amounts of
assets presented
in the Statement
of Condition
   Offsetting
securities sold
under agreements
to repurchase
 Securities collateral
(not recognized on
FHN’s Statement
of Condition)
 Net amount   Gross amounts
of recognized
assets
   Gross amounts
offset in the
Statements of
Condition
   Net amounts of
assets presented
in the Statements
of Condition
   Offsetting
securities sold
under agreements
to repurchase
 Securities collateral
(not recognized on
FHN’s Statements
of Condition)
 Net amount 

Securities purchased under agreements to resell:

                    

2016

  $767,483    $—      $767,483    $(37,261 $(723,992 $6,230  

2015

   831,541     —       831,541     (1,581 (823,157 6,803  

March 31, 2017

  $835,222   $—     $835,222   $(150 $(828,596 $6,476 

December 31, 2016

   613,682    —      613,682    (1,628 (603,813 8,241 
  

 

   

 

   

 

   

 

  

 

  

 

   

 

   

 

   

 

   

 

  

 

  

 

 

The following table provides a detaildetails of Securities sold under agreements to repurchase as presented on the Consolidated Condensed Statements of Condition and collateral pledged by FHN as of March 31:31, 2017 and December 31, 2016:

 

              Gross amounts not offset in the
Statement of Condition
                 Gross amounts not offset in the
Statements of Condition
   

(Dollars in thousands)

  Gross amounts
of recognized
liabilities
   Gross amounts
offset in the
Statement of
Condition
   Net amounts of
liabilities presented
in the Statement
of Condition
   Offsetting
securities
purchased under
agreements to resell
 Securities
Collateral
 Net amount   Gross amounts
of recognized
liabilities
   Gross amounts
offset in the
Statements of
Condition
   Net amounts of
liabilities presented
in the Statements
of Condition
   Offsetting
securities
purchased under
agreements to resell
 Securities
Collateral
 Net amount 

Securities sold under agreements to repurchase:

                    

2016

  $425,217    $—      $425,217    $(37,261 $(387,897 $59  

2015

   309,297     —       309,297     (1,581 (307,637 79  

March 31, 2017

  $406,354   $—     $406,354   $(150 $(406,185 $19 

December 31, 2016

   453,053    —      453,053    (1,628 (451,414 11 
  

 

   

 

   

 

   

 

  

 

  

 

   

 

   

 

   

 

   

 

  

 

  

 

 

Note 15 – Master Netting and Similar Agreements—Repurchase, Reverse Repurchase, and Securities Borrowing Transactions (Continued)

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. The following table provides a detail,tables provide details, by collateral type, of the remaining contractual maturity of Securities sold under agreements to repurchase as of March 31:31, 2017 and December 31, 2016:

 

   March 31, 2016 

(Dollars in thousands)

  Overnight and
Continuous
   Up to 30 Days   Total 

Securities sold under agreements to repurchase:

      

U.S. treasuries

  $54,273    $—      $54,273  

Government agency issued MBS

   366,799     —       366,799  

Government agency issued CMO

   —       4,145     4,145  
  

 

 

   

 

 

   

 

 

 

Total Securities sold under agreements to repurchase

  $421,072    $4,145    $425,217  
  

 

 

   

 

 

   

 

 

 

   March 31, 2017 

(Dollars in thousands)

  Overnight and
Continuous
   Up to 30 Days   Total 

Securities sold under agreements to repurchase:

      

U.S. treasuries

  $19,344   $—     $19,344 

Government agency issued MBS

   345,156    —      345,156 

Government agency issued CMO

   29,383    12,471    41,854 
  

 

 

   

 

 

   

 

 

 

Total Securities sold under agreements to repurchase

  $393,883   $12,471   $406,354 
  

 

 

   

 

 

   

 

 

 
   December 31, 2016 

(Dollars in thousands)

  Overnight and
Continuous
   Up to 30 Days   Total 

Securities sold under agreements to repurchase:

      

U.S. treasuries

  $14,864   $—     $14,864 

Government agency issued MBS

   421,771    —      421,771 

Government agency issued CMO

   —      16,418    16,418 
  

 

 

   

 

 

   

 

 

 

Total Securities sold under agreements to repurchase

  $436,635   $16,418   $453,053 
  

 

 

   

 

 

   

 

 

 

Note 16 – Fair Value of Assets & 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 - 1—Valuation is based upon quoted prices for identical instruments traded in active markets.

 

Level 2 - 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 - 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.

Transfers between fair value levels are recognized at the end of the fiscal quarter in which the associated change in inputs occurs.

Note 16 – Fair Value of Assets & Liabilities (Continued)

 

Recurring Fair Value Measurements

The following table presents the balance of assets and liabilities measured at fair value on a recurring basis as of March 31, 2016:2017:

 

  March 31, 2016   March 31, 2017 

(Dollars in thousands)

  Level 1   Level 2   Level 3   Total   Level 1   Level 2   Level 3   Total 

Trading securities - fixed income:

        

Trading securities—fixed income:

        

U.S. treasuries

  $—      $63,687    $—      $63,687    $—     $107,264   $—     $107,264 

Government agency issued MBS

   —       427,851     —       427,851     —      323,058    —      323,058 

Government agency issued CMO

   —       169,254     —       169,254     —      213,949    —      213,949 

Other U.S. government agencies

   —       201,760     —       201,760     —      88,613    —      88,613 

States and municipalities

   —       49,745     —       49,745     —      83,872    —      83,872 

Trading loans

   —       21,992     —       21,992  

Corporate and other debt

   —       284,576     5     284,581     —      346,743    5    346,748 

Equity, mutual funds, and other

   —       4,599     —       4,599     —      1,476    —      1,476 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total trading securities - fixed income

   —       1,223,464     5     1,223,469  

Total trading securities—fixed income

   —      1,164,975    5    1,164,980 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Trading securities - mortgage banking

   —       —       3,052     3,052  

Trading securities—mortgage banking

   —      —      2,330    2,330 

Loans held-for-sale

   —       —       26,287     26,287     —      1,224    21,221    22,445 

Securities available-for-sale:

                

U.S. treasuries

   —       100     —       100     —      100    —      100 

Government agency issued MBS

   —       1,887,422     —       1,887,422     —      2,159,922    —      2,159,922 

Government agency issued CMO

   —       1,938,221     —       1,938,221     —      1,592,311    —      1,592,311 

States and municipalities

   —       —       1,500     1,500  

Equity, mutual funds, and other

   25,309     —       —       25,309     25,221    —      —      25,221 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total securities available-for-sale

   25,309     3,825,743     1,500     3,852,552     25,221    3,752,333    —      3,777,554 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Other assets:

                

Mortgage servicing rights

   —       —       1,725     1,725  

Deferred compensation assets

   29,863     —       —       29,863     34,109    —      —      34,109 

Derivatives, forwards and futures

   14,025     —       —       14,025     17,227    —      —      17,227 

Derivatives, interest rate contracts

   —       150,982     —       150,982     —      80,893    —      80,893 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total other assets

   43,888     150,982     1,725     196,595     51,336    80,893    —      132,229 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total assets

  $69,197    $5,200,189    $32,569    $5,301,955    $76,557   $4,999,425   $23,556   $5,099,538 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Trading liabilities - fixed income:

        

Trading liabilities—fixed income:

        

U.S. treasuries

  $—      $512,799    $—      $512,799    $—     $657,059   $—     $657,059 

Government agency issued CMO

   —       17     —       17  

Other U.S. government agencies

   —       5,037     —       5,037  

States and municipalities

   —      11,048    —      11,048 

Corporate and other debt

   —       220,800     —       220,800     —      180,083    —      180,083 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total trading liabilities - fixed income

   —       738,653     —       738,653  

Total trading liabilities—fixed income

   —      848,190    —      848,190 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Other liabilities:

                

Derivatives, forwards and futures

   13,229     —       —       13,229     18,365    —      —      18,365 

Derivatives, interest rate contracts

   —       128,448     —       128,448     —      76,986    —      76,986 

Derivatives, other

   —       —       4,620     4,620     —      46    5,950    5,996 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total other liabilities

   13,229     128,448     4,620     146,297     18,365    77,032    5,950    101,347 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total liabilities

  $13,229    $867,101    $4,620    $884,950    $18,365   $925,222   $5,950   $949,537 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Note 16 – Fair Value of Assets & Liabilities (Continued)

 

The following table presents the balance of assets and liabilities measured at fair value on a recurring basis as of MarchDecember 31, 2015:2016:

 

  March 31, 2015   December 31, 2016 

(Dollars in thousands)

  Level 1   Level 2   Level 3   Total   Level 1   Level 2   Level 3   Total 

Trading securities - fixed income:

        

Trading securities—fixed income:

        

U.S. treasuries

  $—      $108,199    $—      $108,199    $—     $146,988   $—     $146,988 

Government agency issued MBS

   —       547,569     —       547,569     —      256,611    —      256,611 

Government agency issued CMO

   —       312,086     —       312,086     —      150,058    —      150,058 

Other U.S. government agencies

   —       161,317     —       161,317     —      52,314    —      52,314 

States and municipalities

   —       57,181     —       57,181     —      60,351    —      60,351 

Corporate and other debt

   —       339,560     5     339,565     —      227,934    5    227,939 

Equity, mutual funds, and other

   —       1,225     —       1,225     —      242    —      242 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total trading securities - fixed income

   —       1,527,137     5     1,527,142  

Total trading securities—fixed income

   —      894,498    5    894,503 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Trading securities - mortgage banking

   —       —       5,321     5,321  

Trading securities—mortgage banking

   —      —      2,568    2,568 

Loans held-for-sale

   —       —       26,700     26,700     —      2,345    21,924    24,269 

Securities available-for-sale:

                

U.S. treasuries

   —       100     —       100     —      100    —      100 

Government agency issued MBS

   —       762,850     —       762,850     —      2,208,687    —      2,208,687 

Government agency issued CMO

   —       2,716,147     —       2,716,147     —      1,547,958    —      1,547,958 

Other U.S. government agencies

   —       —       1,691     1,691  

States and municipalities

   —       8,405     1,500     9,905  

Equity, mutual funds, and other

   25,870     —       —       25,870     25,249    —      —      25,249 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total securities available-for-sale

   25,870     3,487,502     3,191     3,516,563     25,249    3,756,745    —      3,781,994 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Other assets:

                

Mortgage servicing rights

   —       —       2,342     2,342     —      —      985    985 

Deferred compensation assets

   26,440     —       —       26,440     32,840    —      —      32,840 

Derivatives, forwards and futures

   6,910     —       —       6,910     33,587    —      —      33,587 

Derivatives, interest rate contracts

   —       140,976     —       140,976     —      88,025    —      88,025 

Derivatives, other

   —       267     —       267     —      42    —      42 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total other assets

   33,350     141,243     2,342     176,935     66,427    88,067    985    155,479 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total assets

  $59,220    $5,155,882    $37,559    $5,252,661    $91,676   $4,741,655   $25,482   $4,858,813 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Trading liabilities - fixed income:

        

Trading liabilities—fixed income:

        

U.S. treasuries

  $—      $514,886    $—      $514,886    $—     $381,229   $—     $381,229 

Government agency issued CMO

   —       1     —       1  

Other U.S. government agencies

   —       17,863     —       17,863     —      844    —      844 

States and municipalities

   —       1,643     —       1,643  

Corporate and other debt

   —       276,748     —       276,748     —      179,775    —      179,775 

Equity, mutual funds, and other

   —       2,000     —       2,000  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total trading liabilities-fixed income

   —       813,141     —       813,141  

Total trading liabilities—fixed income

   —      561,848    —      561,848 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Other liabilities:

                

Derivatives, forwards and futures

   7,828     —       —       7,828     33,274    —      —      33,274 

Derivatives, interest rate contracts

   —       120,440     —       120,440     —      96,371    —      96,371 

Derivatives, other

   —       —       5,005     5,005     —      7    6,245    6,252 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total other liabilities

   7,828     120,440     5,005     133,273     33,274    96,378    6,245    135,897 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total liabilities

  $7,828    $933,581    $5,005    $946,414    $33,274   $658,226   $6,245   $697,745 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Note 16 – Fair Value of Assets & Liabilities (Continued)

 

Changes in Recurring Level 3 Fair Value Measurements

The changes in Level 3 assets and liabilities measured at fair value for the three months ended March 31, 20162017 and 2015,2016, on a recurring basis are summarized as follows:

 

  Three Months Ended March 31, 2016   Three Months Ended March 31, 2017 

(Dollars in thousands)

  Trading
securities
 Loans held-
for-sale
 Securities
available-
for-sale
   Mortgage
servicing
rights, net
 Net derivative
liabilities
   Trading
securities
 Loans held-
for-sale
 Net derivative
liabilities
 

Balance on January 1, 2016

  $4,377   $27,418   $1,500    $1,841   $(4,810

Balance on January 1, 2017

  $2,573  $21,924  $(6,245

Total net gains/(losses) included in:

           

Net income

   147   342    —       —     (109   17  922  (1

Other comprehensive income /(loss)

   —      —      —       —      —    

Purchases

   —     148    —       —      —       —    32   —   

Issuances

   —      —      —       —      —    

Sales

   —      —      —       —      —    

Settlements

   (1,467 (1,365  —       (116 299     (255 (1,574 296 

Net transfers into/(out of) Level 3

   —     (256)(b)  —       —      —       —    (83)(b)  —   
  

 

  

 

  

 

   

 

  

 

   

 

  

 

  

 

 

Balance on March 31, 2016

  $3,057   $26,287   $1,500    $1,725   $(4,620

Balance on March 31, 2017

  $2,335  $21,221  $(5,950
  

 

  

 

  

 

   

 

  

 

   

 

  

 

  

 

 

Net unrealized gains/(losses) included in net income

  $(115)(a) $342(a) $—      $—     $(109)(c)   $(27)(a) $922(a) $(1)(c) 
  

 

  

 

  

 

   

 

  

 

   

 

  

 

  

 

 

 

   Three Months Ended March 31, 2015 

(Dollars in thousands)

  Trading
securities
  Loans held-
for-sale
  Securities
available-
for-sale
  Mortgage
servicing
rights, net
  Net derivative
liabilities
 

Balance on January 1, 2015

  $5,642   $27,910   $3,307   $2,517   $(5,240

Total net gains/(losses) included in:

      

Net income

   170    1,142    —      —      (57

Other comprehensive income /(loss)

   —      —      (14  —      —    

Purchases

   —      854    —      —      —    

Issuances

   —      —      —      —      —    

Sales

   —      —      —      —      —    

Settlements

   (486  (2,490  (102  (175  292  

Net transfers into/(out of) Level 3

   —      (716)(b)   —      —      —    
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance on March 31, 2015

  $5,326   $26,700   $3,191   $2,342   $(5,005
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net unrealized gains/(losses) included in net income

  $171(a)  $1,142(a)  $—     $—     $(57)(c) 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Certain previously reported amounts have been reclassified to agree with current presentation.

   Three Months Ended March 31, 2016 

(Dollars in thousands)

  Trading
securities
  Loans held-
for-sale
  Securities
available-
for-sale
   Mortgage
servicing
rights, net
  Net derivative
liabilities
 

Balance on January 1, 2016

  $4,377  $27,418  $1,500   $1,841  $(4,810

Total net gains/(losses) included in:

       

Net income

   147   342   —      —     (109

Purchases

   —     148   —      —     —   

Settlements

   (1,467  (1,365  —      (116  299 

Net transfers into/(out of) Level 3

   —     (256)(b)   —      —     —   
  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

 

Balance on March 31, 2016

  $3,057  $26,287  $1,500   $1,725  $(4,620
  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

 

Net unrealized gains/(losses) included in net income

  $(115)(a)  $342(a)  $—     $—    $(109)(c) 
  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

 

 

(a)Primarily included in mortgage banking income on the Consolidated Condensed Statements of Income.
(b)Transfers out of recurring loans held-for-sale level 3 balancesmeasured on a recurring basis generally reflect movements out of loans held-for-sale and into real estate acquired by foreclosure (level 3 nonrecurring).
(c)Included in Other expense.

Note 16 – Fair Value of Assets & Liabilities (Continued)

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 LOCOMlower 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 balance sheet at March 31, 20162017, and 2015,December 31, 2016, respectively, the following tables provide the level of valuation assumptions used to determine each adjustment and the related carrying value, and the fair value adjustments recorded during the respective periods.

Note 16 – Fair Value of Assets & Liabilities (Continued)

value.

 

  Carrying value at March 31, 2016   Three Months
Ended
March 31, 2016
   Carrying value at March 31, 2017 

(Dollars in thousands)

  Level 1   Level 2   Level 3   Total   Net
gains/(losses)
   Level 1   Level 2   Level 3   Total 

Loans held-for-sale - first mortgages

  $—      $—      $726    $726    $5  

Loans held-for-sale—SBAs

  $—     $3,476   $—     $3,476 

Loans held-for-sale—first mortgages

   —      —      606    606 

Loans, net of unearned income (a)

   —       —       33,238     33,238     (4,672   —      —      30,838    30,838 

Real estate acquired by foreclosure (b)

   —       —       17,460     17,460     (536   —      —      10,259    10,259 

Other assets (c)

   —       —       24,231     24,231     (706   —      —      28,667    28,667 
          

 

 
          $(5,909
          

 

 
  Carrying value at March 31, 2015   Three Months
Ended
March 31, 2015
 

(Dollars in thousands)

  Level 1   Level 2   Level 3   Total   Net
gains/(losses)
 

Loans held-for-sale - SBAs

  $—      $3,211    $—      $3,211    $3  

Loans held-for-sale - first mortgages

   —       —       858     858     38  

Loans, net of unearned income (a)

   —       —       40,386     40,386     (1,362

Real estate acquired by foreclosure (b)

   —       —       29,681     29,681     (376

Other assets (c)

   —       —       28,265     28,265     (395
          

 

 
          $(2,092
          

 

 

Certain previously reported amounts have been reclassified to agree with current presentation.

   Carrying value at December 31, 2016 

(Dollars in thousands) 

  Level 1   Level 2   Level 3   Total 

Loans held-for-sale—SBAs

  $—     $4,286   $—     $4,286 

Loans held-for-sale—first mortgages

   —      —      638    638 

Loans, net of unearned income (a)

   —      —      31,070    31,070 

Real estate acquired by foreclosure (b)

   —      —      11,235    11,235 

Other assets (c)

   —      —      29,609    29,609 

 

(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.
(b)Represents the fair value of foreclosed properties that were measured subsequent to their initial classification as foreclosed assets. Balance excludes foreclosed real estate related to government insured mortgages.
(c)Represents tax credit investments accounted for under the equity method.

For assets measured on a nonrecurring basis which were still held on the consolidated balance sheet at period end, the following table provides information about the fair value adjustments recorded during the three months ended March 31, 2017 and 2016:

   Net gains/(losses) 
   Three months ended March 31, 

(Dollars in thousands)

  2017   2016 

Loans held-for-sale—SBAs

  $(33  $—   

Loans held-for-sale—first mortgages

   3    5 

Loans, net of unearned income (a)

   484    (4,672

Real estate acquired by foreclosure (b)

   (445   (536

Other assets (c)

   (942   (706
  

 

 

   

 

 

 
  $(933  $(5,909
  

 

 

   

 

 

 

(a)Write-downs on these loans are recognized as part of provision for loan losses.
(b)Represents the fair value and related losses of foreclosed properties that were measured subsequent to their initial classification as foreclosed assets. Balance excludes foreclosed real estate related to government insured mortgages.
(c)Represents tax credit investments accounted for under the equity method.

In first quarter 2016, FHN’s Regional Banking segment recognized $3.7 million of impairments on long-lived assets associated with efforts to more efficiently utilize its bank branch locations. The affected branch locations represented a mixture of owned and leased sites. The fair values of owned sites were determined using estimated sales prices from appraisals less estimated costs to sell. The fair values of leased sites 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.

Note 16 – Fair Value of Assets & Liabilities (Continued)

 

Level 3 Measurements

The following tables provide information regarding the unobservable inputs utilized in determining the fair value of level 3 recurring and non-recurring measurements as of March 31, 20162017 and 2015:

(Dollars in Thousands)December 31, 2016:

 

Level 3 Class

 Fair Value at
March 31, 2016
  Valuation Techniques Unobservable Input Values Utilized

Trading securities - mortgage

 $3,052   Discounted cash flow Prepayment speeds 24% - 46%
   

 

 

 

   Discount rate 47% - 82%
   

 

 

 

Loans held-for-sale - residential real estate

  27,013   Discounted cash flow Prepayment speeds - First
mortgage
 2% - 20%
   

 

 

 

   Prepayment speeds -
HELOC
 3% - 15%
   

 

 

 

   Foreclosure losses 45% - 57%
   

 

 

 

   Loss severity trends -
First mortgage
 10% - 65% of UPB
   

 

 

 

   Loss severity trends -
HELOC
 35% - 100% of UPB
   

 

 

 

   Draw rate - HELOC 2% - 12%
   

 

 

 

Derivative liabilities, other

  4,620   Discounted cash flow Visa covered litigation
resolution amount
 $4.4 billion - $5.2 billion
   

 

 

 

   Probability of resolution
scenarios
 5% - 30%
   

 

 

 

   Time until resolution 6 -36 months
   

 

 

 

Loans, net of unearned income (a)

  33,238   Appraisals from
comparable properties
 Marketability adjustments
for specific properties
 0% - 10% of appraisal
   

 

 

 

  Other collateral
valuations
 Borrowing base
certificates adjustment
 20% - 50% of gross
value
   

 

 

 

   Financial Statements/
Auction values
adjustment
 0% - 25% of reported
value
   

 

 

 

Real estate acquired by foreclosure (b)

  17,460   Appraisals from
comparable properties
 Adjustment for value
changes since appraisal
 0% - 10% of appraisal
   

 

 

 

Other assets (c)

  24,231   Discounted cash flow Adjustments to current
sales yields for specific
properties
 0% - 15% adjustment
to yield
   

 

 

 

  Appraisals from
comparable properties
 Marketability adjustments
for specific properties
 0% - 25% of appraisal
   

 

 

 

(Dollars in Thousands)
Level 3 ClassFair Value at
March 31, 2017
Valuation TechniquesUnobservable InputValues Utilized

Loans held-for-sale - residential real estate

21,827Discounted cash flowPrepayment speeds - First mortgage2% - 12%
Prepayment speeds - HELOC3% - 15%
Foreclosure losses50% - 70%
Loss severity trends - First mortgage5% - 50% of UPB
Loss severity trends - HELOC15% - 100% of UPB

Derivative liabilities, other

5,950Discounted cash flowVisa covered litigation resolution amount$4.4 billion - $5.2 billion
Probability of resolution scenarios10% - 30%
Time until resolution21 - 51 months

Loans, net of unearned
income (a)

30,838Appraisals from comparable propertiesMarketability adjustments for specific properties0% - 10% of appraisal
Other collateral valuationsBorrowing base certificates adjustment20% - 50% of gross value
Financial Statements/Auction values adjustment0% - 25% of reported value

Real estate acquired by foreclosure (b)

10,259Appraisals from comparable propertiesAdjustment for value changes since appraisal0% - 10% of appraisal

Other assets (c)

28,667Discounted cash flowAdjustments to current sales yields for specific properties0% - 15% adjustment to yield
Appraisals from comparable propertiesMarketability adjustments for specific properties0% - 25% of appraisal

 

(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 loan losses.
(b)Represents the fair value of foreclosed properties that were measured subsequent to their initial classification as foreclosed assets. Balance excludes foreclosed real estate related to government insured mortgages.
(c)Represents tax credit investments accounted for under the equity method.

Note 16 – Fair Value of Assets & Liabilities (Continued)

 

(Dollars in Thousands)             

Level 3 Class

  Fair Value at
March 31, 2015
   Valuation Techniques  Unobservable Input  Values Utilized

Trading securities - mortgage

  $5,321    Discounted cash flow  Prepayment speeds  42% - 46%
      

 

  

 

      Discount rate  6% - 55%
      

 

  

 

Loans held-for-sale - residential real estate

   27,558    Discounted cash flow  Prepayment speeds - First
mortgage
  2% - 22%
      

 

  

 

      Prepayment speeds -
HELOC
  5% - 15%
      

 

  

 

      Foreclosure Losses  50% - 60%
      

 

  

 

      Loss severity trends -
First mortgage
  10% - 70% of UPB
      

 

  

 

      Loss severity trends -
HELOC
  45% - 100% of UPB
      

 

  

 

      Draw Rate - HELOC  5% - 12%
      

 

  

 

Derivative liabilities, other

   5,005    Discounted cash flow  Visa covered litigation
resolution amount
  $4.5 billion - $5.6 billion
      

 

  

 

      Probability of resolution
scenarios
  10% - 25%
      

 

  

 

      Time until resolution  6 - 48 months
      

 

  

 

Loans, net of unearned income (a)

   40,386    Appraisals from
comparable properties
  Marketability adjustments
for specific properties
  0% - 10% of appraisal
      

 

  

 

    Other collateral
valuations
  Borrowing base
certificates adjustment
  20% - 50% of gross value
      

 

  

 

      Financial Statements/
Auction Values
adjustment
  0% - 25% of reported value
      

 

  

 

Real estate acquired by foreclosure (b)

   29,681    Appraisals from
comparable properties
  Adjustment for value
changes since appraisal
  0% - 10% of appraisal
      

 

  

 

Other assets (c)

   28,265    Discounted cash flow  Adjustments to current
sales yields for specific
properties
  0% - 15% adjustment to yield
      

 

  

 

    Appraisals from
comparable properties
  Marketability adjustments
for specific properties
  0% - 25% of appraisal
      

 

  

 

(Dollars in Thousands)
Level 3 ClassFair Value at
December 31,
2016
Valuation TechniquesUnobservable InputValues Utilized

Loans held-for-sale - residential real estate

22,562Discounted cash flowPrepayment speeds - First mortgage2% - 13%
Prepayment speeds - HELOC3% - 15%
Foreclosure Losses50% - 70%
Loss severity trends - First mortgage5% - 50% of UPB
Loss severity trends - HELOC15% - 100% of UPB

Derivative liabilities, other

6,245Discounted cash flowVisa covered litigation resolution amount$4.4 billion - $5.2 billion
Probability of resolution scenarios10% - 30%
Time until resolution24 - 54 months

Loans, net of unearned income (a)

31,070Appraisals from comparable propertiesMarketability adjustments for specific properties0% - 10% of appraisal
Other collateral valuationsBorrowing base certificates adjustment20% - 50% of gross value
Financial Statements/Auction values adjustment0% - 25% of reported value

Real estate acquired by foreclosure (b)

11,235Appraisals from comparable propertiesAdjustment for value changes since appraisal0% - 10% of appraisal

Other assets (c)

29,609Discounted cash flowAdjustments to current sales yields for specific properties0% - 15% adjustment to yield
Appraisals from comparable propertiesMarketability adjustments for specific properties0% - 25% of appraisal

 

(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 loan losses.
(b)Represents the fair value of foreclosed properties that were measured subsequent to their initial classification as foreclosed assets. Balance excludes foreclosed real estate related to government insured mortgages.
(c)Represents tax credit investments accounted for under the equity method.

Trading securities-mortgage. Prepayment rates and credit spreads (part of the discount rate) are significant unobservable inputs used in the fair value measurement of FHN’s mortgage trading securities which include interest-only strips and principal-only strips. Subordinated bonds were also included in mortgage trading securities prior to their payoff in first quarter 2016. Increases in prepayment rates and credit spreads in isolation would result in significantly lower fair value measurements for the associated assets. Conversely, decreases in prepayment rates and credit spreads in isolation would result in significantly higher fair value measurements for the associated assets. Generally, when market interest rates decline and other factors favorable to prepayments occur, there is a corresponding increase in prepayment rates as customers are expected to refinance existing mortgages under more favorable interest rate terms. Generally, changes in discount rates directionally mirror the changes in market interest rates. FHN’s Corporate Accounting Department monitors changes in the fair value of these securities monthly.

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. Draw rates are an additional significant unobservable input for HELOCs. Increases (decreases) in the draw rate estimates for HELOCs would increase (decrease) their fair value. All observable and unobservable inputs are re-assessed quarterly. Fair value measurements are reviewed at least quarterly by FHN’s Corporate Accounting Department.

Derivative liabilities. In conjunction with the sales of portions of its Visa Class B shares, FHN and the purchaserspurchaser 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

Note 16 – Fair Value of Assets & Liabilities (Continued)

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. The valuation inputs and process are discussed with senior and executive management when significant events affecting the estimate of fair value occur. Inputs are compared to information obtained from the public issuances and filings of Visa, Inc. as well as public information released by other participants in the applicable litigation matters.

Note 16 – Fair Value of Assets & Liabilities (Continued)

Loans, net of unearned income and Real estate acquired by foreclosure. Collateral-dependent loans and Real estate acquired by foreclosure are primarily valued using appraisals based on sales of comparable properties in the same or similar markets. Multiple appraisal firms are utilized to ensure that estimated values are consistent between firms. This process occurs within FHN’s Credit Risk Management (commercial) and Default Servicing functions (primarily consumer) and the. The Credit Risk Management Committee reviews valuation methodologiesdispositions and loss information for reasonableness.additions of foreclosed assets annually. Back testing is performed during the year through comparison to ultimate disposition values and is reviewed quarterly within the Credit Risk Management function.values. 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. Unusual valuation adjustments and the associated triggering events are discussed with senior and executive management when appropriate. A portfolio review is conducted annually, with the assistance of a third party, to assess the reasonableness of current valuations.

Fair Value Option

FHN has elected the fair value option on a prospective basis for almost all types of mortgage loans originated for sale purposes under the Financial Instruments Topic (“ASC 825”). FHN determined that the election reducedreduces certain timing differences and better matchedmatches 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 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 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 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.

Note 16 – Fair Value of Assets & Liabilities (Continued)

The following tables reflect the differences between the fair value carrying amount of residential real estate loans held-for-sale measured at fair value in accordance with management’s election and the aggregate unpaid principal amount FHN is contractually entitled to receive at maturity.

 

  March 31, 2016   March 31, 2017 

(Dollars in thousands)

  Fair value
carrying
amount
   Aggregate
unpaid
principal
   Fair value carrying
amount less
aggregate unpaid
principal
   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:

            

Total loans

  $26,287    $40,197    $(13,910  $22,444   $32,427   $(9,983

Nonaccrual loans

   7,365     14,364     (6,999   6,689    12,305    (5,616

Loans 90 days or more past due and still accruing

   227     309     (82   120    158    (38
  March 31, 2015   December 31, 2016 

(Dollars in thousands)

  Fair value
carrying
amount
   Aggregate
unpaid
principal
   Fair value carrying
amount less
aggregate unpaid
principal
   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:

            

Total loans

  $26,700    $40,762    $(14,062  $24,269   $35,262   $(10,993

Nonaccrual loans

   6,780     13,023     (6,243   6,775    12,910    (6,135

Loans 90 days or more past due and still accruing

   1,343     1,686     (343   211    331    (120

Note 16 – Fair Value of Assets & Liabilities (Continued)

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:

 

  Three Months Ended
March 31
   Three Months Ended
March 31
 

(Dollars in thousands)

  2016   2015   2017   2016 

Changes in fair value included in net income:

        

Mortgage banking noninterest income

        

Loans held-for-sale

  $342    $1,142    $922   $342 

For the three months ended March 31, 2016,2017, and 2015,2016, the amounts for residential real estate loans held-for-sale include gains of $.1$.2 million and $.4$.1 million, respectively, in pretax 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 Condensed Statements of Income as interest on loans held-for-sale.

Determination of Fair Value

In accordance with ASC 820-10-35, fair values are based on the price that would be received to sell an asset or paid to transfer a liability in an orderly 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 Condensed Statements of Condition and for estimating the fair value of financial instruments for which fair value is disclosed under ASC 825-10-50.

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, LIBOR and U.S. treasury curves, 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 also include retained interests in prior securitizations that qualify as financial assets, which include interest-only strips andprimarily principal-only strips. Subordinated bonds were included in mortgage trading securities prior to payoff in first quarter 2016.

Note 16 – Fair Value of Assets & Liabilities (Continued)

FHN uses inputs including yield curves, credit spreads, and prepayment speeds to determine the fair value of interest-only and principal-only strips. Subordinated bonds are bonds with junior priority and are valued using an internal model which includes contractual terms, frequency and severity of loss (credit spreads), prepayment speeds of the underlying collateral, and the yield that a market participant would require.

Securities available-for-sale. Securities available-for-sale includes the investment portfolio accounted for as available-for-sale under ASC 320-10-25, federal bank stock holdings, and short-term investments in mutual funds. Valuations of available-for-sale securities are performed using observable inputs obtained from market transactions in similar securities. Typical inputs include LIBOR and U.S. treasury curves, consensus prepayment estimates, and credit spreads. When available, broker quotes are used to support these valuations. Prior to disposition in fourth quarter 2015, certain government agency debt obligations with limited trading activity were valued using a discounted cash flow model that incorporated a combination of observable and unobservable inputs. Primary observable inputs included contractual cash flows and the treasury curve. Significant unobservable inputs included estimated trading spreads and estimated prepayment speeds.

Investments in the stock of the Federal Reserve Bank and Federal Home Loan Banks are recognized at historical cost in the Consolidated Condensed Statements of Condition which is considered to approximate fair value. Short-term investments in mutual funds are measured at the funds’ reported closing net asset values. Investments in equity securities are valued using quoted market prices.prices when available. Cost method investments are valued at historical cost less any recorded impairment due to the illiquid nature of these investments.

Securities held-to-maturity. Securities held-to-maturity reflects debt securities for which management has the positive intent and ability to hold to maturity. To the extent possible, valuations of held-to-maturity securities are performed using observable inputs obtained from market transactions in similar securities. Typical inputs include LIBOR and U.S. treasury curves and credit spreads. Debt securities with limited trading activity are valued using a discounted cash flow model that incorporates a combination of observable and unobservable inputs. Primary observable inputs include contractual cash flows, the treasury curve and credit spreads from similar instruments. Significant unobservable inputs include estimated credit spreads for individual issuers and instruments as well as prepayment speeds, as applicable.

Note 16 – Fair Value of Assets & Liabilities (Continued)

Loans held-for-sale. Residential real estate loans held-for-sale are valued using current transaction prices and/or values on similar assets when available.available, including committed bids for specific loans or loan portfolios. Uncommitted bids may be adjusted based on other available market information. For all other loans FHN determines the fair value of residential real estate loans held-for-sale using a discounted cash flow model which incorporates both observable and unobservable inputs. Inputs 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 estimates of loan draw rates as well as estimated cancellation rates for loans expected to become delinquent.

Loans held-for-sale also include loans made by the Small Business Administration (“SBA”), which are accounted for at LOCOM. The fair value of SBA loans is determined using an expected cash flow model that utilizes observable inputs such as the spread between LIBOR and prime rates, consensus prepayment speeds, and the treasury curve. The fair value of other non-residential real estate loans held-for-sale is approximated by their carrying values based on current transaction values.

Loans, net of unearned income. Loans, net of unearned income are recognized at the amount of funds advanced, less charge-offs and an estimation of credit risk represented by the allowance for loan losses. The fair value estimates for disclosure purposes differentiate loans based on their financial characteristics, such as product classification, vintage, loan category, pricing features, and remaining maturity.

The fair value of floating rate loans is estimated through comparison to recent market activity in loans of similar product types, with adjustments made for differences in loan characteristics. In situations where market pricing inputs are not available, fair value is considered to approximate book value due to the monthly repricing for commercial and consumer loans, with the exception of floating rate 1-4 family residential mortgage loans which reprice annually and will lag movements in market rates. The fair value for floating rate 1-4 family mortgage loans is calculated by discounting future cash flows to their present value. Future cash flows are discounted to their present value by using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same time period. Prepayment assumptions based on historical prepayment speeds and industry speeds for similar loans have been applied to the floating rate 1-4 family residential mortgage portfolio.

The fair value of fixed rate loans is estimated through comparison to recent market activity in loans of similar product types, with adjustments made for differences in loan characteristics. In situations where market pricing inputs are not available, fair value is estimated by discounting future cash flows to their present value. Future cash flows are discounted to their present value by using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same time period. Prepayment assumptions based on historical prepayment speeds and industry speeds for similar loans have been applied to the fixed rate mortgage and installment loan portfolios.

Note 16 – Fair Value of Assets & Liabilities (Continued)

For all loan portfolio classes, adjustments are made to reflect liquidity or illiquidity of the market. Such adjustments reflect discounts that FHN believes are consistent with what a market participant would consider in determining fair value given current market conditions.

Individually impaired loans are measured using either a discounted cash flow methodology or the estimated fair value of the underlying collateral less costs to sell, if the loan is considered collateral-dependent. In accordance with accounting standards, the discounted cash flow analysis utilizes the loan’s effective interest rate for discounting expected cash flow amounts. Thus, this analysis is not considered a fair value measurement in accordance with ASC 820. However, the results of this methodology are considered to approximate fair value for the applicable loans. Expected cash flows are derived from internally-developed inputs primarily reflecting expected default rates on contractual cash flows. 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.

Mortgage servicing rights. FHN recognizes all classes of MSR at fair value. In third quarter 2013, FHN agreed to sell substantially all of its remaining legacy mortgage servicing. Since that time FHN has used the price in the definitive agreement, as adjusted for the portion of pricing that was not specific to the MSR, as a third-party pricing source in the valuation of the MSR.

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 related swaps, swaptions, caps, and collars)swaps) are based on inputs observed in active markets for similar instruments. Typical inputs include the LIBOR curve, Overnight Indexed Swap (“OIS”) curve, option volatility, and option skew. 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 customer loan grades and debt

Note 16 – Fair Value of Assets & Liabilities (Continued)

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.

Real estate acquired by foreclosure. Real estate acquired by foreclosure 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.

Nonearning assets. For disclosure purposes, nonearning financial assets include cash and due from banks, accrued interest receivable, and fixed income receivables. Due to the short-term nature of cash and due from banks, accrued interest receivable, and fixed income receivables, the fair value is approximated by the book value.

Other assets. For disclosure purposes, other assets consist of tax credit investments and deferred compensation assets that are considered financial assets. 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 assets are recognized at fair value, which is based on quoted prices in active markets. Other assets also includes property acquired in connection with foreclosures of loans that have government insurance or guarantees. These receivables are valued at the expected amounts recoverable for the insurance or guarantees.

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 certificates of deposit and other time deposits.

Undefined maturity deposits. In accordance with ASC 825, the fair value of these deposits is approximated by the book value. For the purpose of this disclosure, undefined maturity deposits include demand deposits, checking interest accounts, savings accounts, and money market accounts.

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.

Note 16 – Fair Value of Assets & Liabilities (Continued)

Term borrowings. The fair value of term borrowings is based on quoted market prices or dealer quotes for the identical liability when traded as an asset. When pricing information for the identical liability is not available, relevant prices for similar debt instruments are used with adjustments being made to the prices obtained for differences in characteristics of the debt instruments. If no relevant pricing information is available, the fair value is approximated by the present value of the contractual cash flows discounted by the investor’s yield which considers FHN’s and FTBNA’s debt ratings.

Other noninterest-bearing liabilities. For disclosure purposes, other noninterest-bearing financial liabilities include accrued interest payable and fixed income payables. Due to the short-term nature of these liabilities, the book value is considered to approximate fair value.

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, net of unearned income, loans held-for-sale, and term borrowings as of March 31, 20162017 and 2015,December 31, 2016, 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 within the non-strategic segment and TRUP loans, are influenced by the challengingchanges in economic conditions experienced during the past several years, including housing price declines and the effect on estimated collateral values, elevated unemployment or underemploymentsince 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 ourFHN’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 customers, 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 the Company.FHN.

Note 16 – Fair Value of Assets & Liabilities (Continued)

The following tables summarizetable summarizes the book value and estimated fair value of financial instruments recorded in the Consolidated Condensed Statements of Condition as well as unfunded loan commitments and stand by and other commitments as of March 31, 2016 and 2015.

Note 16 – Fair Value of Assets & Liabilities (Continued)

2017:

 

  March 31, 2016   March 31, 2017 
  Book   Fair Value   Book   Fair Value 

(Dollars in thousands)

  Value   Level 1   Level 2   Level 3   Total   Value   Level 1   Level 2   Level 3   Total 

Assets:

                    

Loans, net of unearned income and allowance for loan losses

                    

Commercial:

                    

Commercial, financial and industrial

  $10,158,296    $—      $—      $10,051,987    $10,051,987    $11,610,889   $—     $—     $11,520,970   $11,520,970 

Commercial real estate

   1,822,943     —       —       1,797,610     1,797,610     2,142,423    —      —      2,112,591    2,112,591 

Retail:

          

Consumer:

          

Consumer real estate

   4,622,909     —       —       4,512,005     4,512,005     4,407,131    —      —      4,325,035    4,325,035 

Permanent mortgage

   424,037     —       —       392,985     392,985     393,342    —      —      393,859    393,859 

Credit card & other

   342,775     —       —       344,736     344,736     334,321    —      —      334,868    334,868 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total loans, net of unearned income and allowance for loan losses

   17,370,960     —       —       17,099,323     17,099,323     18,888,106    —      —      18,687,323    18,687,323 

Short-term financial assets:

                    

Interest-bearing cash

   951,920     951,920     —       —       951,920     2,106,597    2,106,597    —      —      2,106,597 

Federal funds sold

   34,061     —       34,061     —       34,061     31,495    —      31,495    —      31,495 

Securities purchased under agreements to resell

   767,483     —       767,483     —       767,483     835,222    —      835,222    —      835,222 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total short-term financial assets

   1,753,464     951,920     801,544     —       1,753,464     2,973,314    2,106,597    866,717    —      2,973,314 

Trading securities (a)

   1,226,521     —       1,223,464     3,057     1,226,521     1,167,310    —      1,164,975    2,335    1,167,310 

Loans held-for-sale

   116,270     —       —       116,270     116,270     105,456    —      4,700    100,756    105,456 

Securities available-for-sale (a) (b)

   4,014,405     25,309     3,825,743     163,353     4,014,405     3,939,278    25,221    3,752,333    161,724    3,939,278 

Securities held-to-maturity

   14,326     —       —       15,021     15,021     14,354    —      —      14,803    14,803 

Derivative assets (a)

   165,007     14,025     150,982     —       165,007     98,120    17,227    80,893    —      98,120 

Other assets:

                    

Tax credit investments

   88,670     —       —       81,672     81,672     96,824    —      —      94,884    94,884 

Deferred compensation assets

   29,863     29,863     —       —       29,863     34,109    34,109    —      —      34,109 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total other assets

   118,533     29,863     —       81,672     111,535     130,933    34,109    —      94,884    128,993 

Nonearning assets:

                    

Cash & due from banks

   280,625     280,625     —       —       280,625     369,290    369,290    —      —      369,290 

Fixed income receivables

   114,854     —       114,854     —       114,854     168,315    —      168,315    —      168,315 

Accrued interest receivable

   70,849     —       70,849     —       70,849     61,832    —      61,832    —      61,832 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total nonearning assets

   466,328     280,625     185,703     —       466,328     599,437    369,290    230,147    —      599,437 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total assets

  $25,245,814    $1,301,742    $6,187,436    $17,478,696    $24,967,874    $27,916,308   $2,552,444   $6,099,765   $19,061,825   $27,714,034 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Liabilities:

                    

Deposits:

                    

Defined maturity

  $1,317,431    $—      $1,326,095    $—      $1,326,095    $1,385,818   $—     $1,391,170   $—     $1,391,170 

Undefined maturity

   19,010,403     —       19,010,403     —       19,010,403     22,094,023    —      22,094,023    —      22,094,023 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total deposits

   20,327,834     —       20,336,498     —       20,336,498     23,479,841    —      23,485,193    —      23,485,193 

Trading liabilities (a)

   738,653     —       738,653     —       738,653     848,190    —      848,190    —      848,190 

Short-term financial liabilities:

                    

Federal funds purchased

   588,413     —       588,413     —       588,413     504,805    —      504,805    —      504,805 

Securities sold under agreements to repurchase

   425,217     —       425,217     —       425,217     406,354    —      406,354    —      406,354 

Other short-term borrowings

   96,723     —       96,723     —       96,723     79,454    —      79,454    —      79,454 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total short-term financial liabilities

   1,110,353     —       1,110,353     —       1,110,353     990,613    —      990,613    —      990,613 

Term borrowings:

                    

Real estate investment trust-preferred

   45,981     —       —       49,350     49,350     46,049    —      —      49,350    49,350 

Term borrowings - new market tax credit investment

   18,000     —       —       18,234     18,234  

Term borrowings—new market tax credit investment

   18,000    —      —      17,934    17,934 

Borrowings secured by residential real estate

   34,914     —       —       30,131     30,131     19,819    —      —      18,828    18,828 

Other long term borrowings

   1,224,854     —       1,199,592     —       1,199,592     951,168    —      967,792    —      967,792 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total term borrowings

   1,323,749     —       1,199,592     97,715     1,297,307     1,035,036    —      967,792    86,112    1,053,904 

Derivative liabilities (a)

   146,297     13,229     128,448     4,620     146,297     101,347    18,365    77,032    5,950    101,347 

Other noninterest-bearing liabilities:

                    

Fixed income payables

   56,399     —       56,399     —       56,399     21,116    —      21,116    —      21,116 

Accrued interest payable

   25,077     —       25,077     —       25,077     17,696    —      17,696    —      17,696 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total other noninterest-bearing liabilities

   81,476     —       81,476     —       81,476     38,812    —      38,812    —      38,812 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total liabilities

  $23,728,362    $13,229    $23,595,020    $102,335    $23,710,584    $26,493,839   $18,365   $26,407,632   $92,062   $26,518,059 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

 

(a)Classes are detailed in the recurring and nonrecurring measurement tables.
(b)Level 3 includes restricted investments in FHLB-Cincinnati stock of $87.9 million and FRB stock of $68.6 million.

Note 16 – Fair Value of Assets & Liabilities (Continued)

 

   March 31, 2015 
   Book   Fair Value 

(Dollars in thousands)

  Value   Level 1   Level 2   Level 3   Total 

Assets:

          

Loans, net of unearned income and allowance for loan losses

          

Commercial:

          

Commercial, financial and industrial

  $9,570,703    $—      $—      $9,523,767    $9,523,767  

Commercial real estate

   1,303,232     —       —       1,285,775     1,285,775  

Retail:

          

Consumer real estate

   4,813,572     —       —       4,640,351     4,640,351  

Permanent mortgage

   491,522     —       —       458,133     458,133  

Credit card & other

   324,766     —       —       326,506     326,506  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total loans, net of unearned income and allowance for loan losses

   16,503,795     —       —       16,234,532     16,234,532  

Short-term financial assets:

          

Interest-bearing cash

   438,633     438,633     —       —       438,633  

Federal funds sold

   43,052     —       43,052     —       43,052  

Securities purchased under agreements to resell

   831,541     —       831,541     —       831,541  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total short-term financial assets

   1,313,226     438,633     874,593     —       1,313,226  

Trading securities (a)

   1,532,463     —       1,527,137     5,326     1,532,463  

Loans held-for-sale (a)

   133,958     —       3,211     130,747     133,958  

Securities available-for-sale (a) (b)

   3,672,331     25,870     3,487,502     158,959     3,672,331  

Securities held-to-maturity

   4,299     —       —       5,451     5,451  

Derivative assets (a)

   148,153     6,910     141,243     —       148,153  

Other assets:

          

Tax credit investments

   80,331     —       —  ��    62,768     62,768  

Deferred compensation assets

   26,440     26,440     —       —       26,440  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total other assets

   106,771     26,440     —       62,768     89,208  

Nonearning assets:

          

Cash & due from banks

   282,800     282,800     —       —       282,800  

Fixed income receivables

   190,662     —       190,662     —       190,662  

Accrued interest receivable

   72,716     —       72,716     —       72,716  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total nonearning assets

   546,178     282,800     263,378     —       546,178  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total assets

  $23,961,174    $780,653    $6,297,064    $16,597,783    $23,675,500  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Liabilities:

          

Deposits:

          

Defined maturity

  $1,210,417    $—      $1,216,398    $—      $1,216,398  

Undefined maturity

   17,428,137     —       17,428,137     —       17,428,137  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total deposits

   18,638,554     —       18,644,535     —       18,644,535  

Trading liabilities (a)

   813,141     —       813,141     —       813,141  

Short-term financial liabilities:

          

Federal funds purchased

   703,352     —       703,352     —       703,352  

Securities sold under agreements to repurchase

   309,297     —       309,297     —       309,297  

Other short-term borrowings

   158,745     —       158,745     —       158,745  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total short-term financial liabilities

   1,171,394     —       1,171,394     —       1,171,394  

Term borrowings:

          

Real estate investment trust-preferred

   45,913     —       —       49,350     49,350  

Term borrowings - new market tax credit investment

   18,000     —       —       18,208     18,208  

Borrowings secured by residential real estate

   60,914     —       —       52,568     52,568  

Other long term borrowings

   1,445,819     —       1,426,924     —       1,426,924  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total term borrowings

   1,570,646     —       1,426,924     120,126     1,547,050  

Derivative liabilities (a)

   133,273     7,828     120,440     5,005     133,273  

Other noninterest-bearing liabilities:

          

Fixed income payables

   91,176     —       91,176     —       91,176  

Accrued interest payable

   31,745     —       31,745     —       31,745  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total other noninterest-bearing liabilities

   122,921     —       122,921     —       122,921  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities

  $22,449,929    $7,828    $22,299,355    $125,131    $22,432,314  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The following table summarizes the book value and estimated fair value of financial instruments recorded in the Consolidated Statements of Condition as of December 31, 2016:

   December 31, 2016 
   Book   Fair Value 

(Dollars in thousands)

  Value   Level 1   Level 2   Level 3   Total 

Assets:

          

Loans, net of unearned income and allowance for loan losses

          

Commercial:

          

Commercial, financial and industrial

  $12,058,689   $—     $—     $11,918,374   $11,918,374 

Commercial real estate

   2,101,671    —      —      2,078,306    2,078,306 

Consumer:

          

Consumer real estate

   4,473,395    —      —      4,385,669    4,385,669 

Permanent mortgage

   406,836    —      —      404,930    404,930 

Credit card & other

   346,861    —      —      347,577    347,577 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total loans, net of unearned income and allowance for loan losses

   19,387,452    —      —      19,134,856    19,134,856 

Short-term financial assets:

          

Interest-bearing cash

   1,060,034    1,060,034    —      —      1,060,034 

Federal funds sold

   50,838    —      50,838    —      50,838 

Securities purchased under agreements to resell

   613,682    —      613,682    —      613,682 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total short-term financial assets

   1,724,554    1,060,034    664,520    —      1,724,554 

Trading securities (a)

   897,071    —      894,498    2,573    897,071 

Loans held-for-sale

   111,248    —      6,631    104,617    111,248 

Securities available-for-sale (a) (b)

   3,943,499    25,249    3,756,745    161,505    3,943,499 

Securities held-to-maturity

   14,347    —      —      14,773    14,773 

Derivative assets (a)

   121,654    33,587    88,067    —      121,654 

Other assets:

          

Tax credit investments

   100,105    —      —      98,400    98,400 

Deferred compensation assets

   32,840    32,840    —      —      32,840 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total other assets

   132,945    32,840    —      98,400    131,240 

Nonearning assets:

          

Cash & due from banks

   373,274    373,274    —      —      373,274 

Fixed income receivables

   57,411    —      57,411    —      57,411 

Accrued interest receivable

   62,887    —      62,887    —      62,887 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total nonearning assets

   493,572    373,274    120,298    —      493,572 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total assets

  $26,826,342   $1,524,984   $5,530,759   $19,516,724   $26,572,467 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Liabilities:

          

Deposits:

          

Defined maturity

  $1,355,133   $—     $1,361,104   $—     $1,361,104 

Undefined maturity

   21,317,230    —      21,317,230    —      21,317,230 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total deposits

   22,672,363    —      22,678,334    —      22,678,334 

Trading liabilities (a)

   561,848    —      561,848    —      561,848 

Short-term financial liabilities:

          

Federal funds purchased

   414,207    —      414,207    —      414,207 

Securities sold under agreements to repurchase

   453,053    —      453,053    —      453,053 

Other short-term borrowings

   83,177    —      83,177    —      83,177 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total short-term financial liabilities

   950,437    —      950,437    —      950,437 

Term borrowings:

          

Real estate investment trust-preferred

   46,032    —      —      49,350    49,350 

Term borrowings—new market tax credit investment

   18,000    —      —      17,918    17,918 

Borrowings secured by residential real estate

   23,126    —      —      21,969    21,969 

Other long term borrowings

   953,498    —      965,066    —      965,066 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total term borrowings

   1,040,656    —      965,066    89,237    1,054,303 

Derivative liabilities (a)

   135,897    33,274    96,378    6,245    135,897 

Other noninterest-bearing liabilities:

          

Fixed income payables

   21,002    —      21,002    —      21,002 

Accrued interest payable

   10,336    —      10,336    —      10,336 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total other noninterest-bearing liabilities

   31,338    —      31,338    —      31,338 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities

  $25,392,539   $33,274   $25,283,401   $95,482   $25,412,157 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Certain previously reported amounts have been reclassified to agree with current presentation.

 

(a)Classes are detailed in the recurring and nonrecurring measurement tables.
(b)Level 3 includes restricted investments in FHLB-Cincinnati stock of $87.9 million and FRB stock of $66.0$68.6 million.

Note 16 – Fair Value of Assets & Liabilities (Continued)

 

   Contractual Amount   Fair Value 

(Dollars in thousands)

  March 31, 2016   March 31, 2015   March 31, 2016   March 31, 2015 

Unfunded Commitments:

        

Loan commitments

  $8,042,286    $7,073,470    $2,279    $2,439  

Standby and other commitments

   273,666     374,173     3,885     5,229  

The following table presents the contractual amount and fair value of unfunded loan commitments and standby and other commitments as of March 31, 2017 and December 31, 2016:

   Contractual Amount   Fair Value 

(Dollars in thousands)

  March 31, 2017   December 31, 2016   March 31, 2017   December 31, 2016 

Unfunded Commitments:

        

Loan commitments

  $9,430,508   $8,744,649   $2,612   $2,924 

Standby and other commitments

   273,029    277,549    4,230    4,037 

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

General Information

64

General InformationForward-Looking Statements

   65 

Forward-Looking StatementsFinancial Summary

   6665 
Financial Summary66

Statement of Condition Review

   72 

Capital

   7574 

Asset Quality - Trend Analysis of First Quarter 2016 Compared to First Quarter 2015

   7877 

Risk Management

   91 

Repurchase Obligations, Off-Balance Sheet Arrangements, and Other Contractual Obligations

   95 

Market Uncertainties and Prospective Trends

   10099 

Critical Accounting Policies

   101100 

FIRST HORIZON NATIONAL CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

GENERAL INFORMATION

First Horizon National Corporation (“FHN”) began as a community bank chartered in 1864 and as of March 31, 2016,2017, was one of the 40 largest publicly traded banking organizations in the United States in terms of asset size.

FHN’s two major brands – brands—First Tennessee and FTN Financial - Financial—provide customers with a broad range of products and services. First Tennessee provides retailconsumer and commercial banking services throughout Tennessee and other selected markets and is the largest bank headquartered in the state of Tennessee. FTN Financial (“FTNF”) is an industry leader in fixed income sales, trading, and strategies for institutional clients in the U.S. and abroad.

FHN is composed of the following operating segments:

 

Regional banking offers financial products and services including traditional lending and deposit-taking to retailconsumer and commercial customers in Tennessee and other selected markets. Regional banking provides investments, financial planning, trust services and asset management, along with credit card and cash management.management services. Additionally, the regional banking segment includes correspondent banking which provides credit, depository, and other banking-related services to other financial institutions nationally.

 

Fixed income provides financial services for depository and non-depository institutions through the sale and distribution of fixed income securities, loan sales, portfolio advisory services, and derivative sales.

 

Corporate consists of unallocated corporate expenses, expense on subordinated debt issuances, bank-owned life insurance (“BOLI”), unallocated interest income associated with excess equity, net impact of raising incremental capital, revenue and expense associated with deferred compensation plans, funds management, tax credit investment activities, gains on the extinguishmentderivative valuation adjustments related to prior sales of debt,Visa Class B shares, and acquisition-related costs.

 

Non-strategic includes exited businesses and wind-down national consumer lending activities, other discontinued products, and loan portfolios and service lines.

On October 2, 2015,May 4, 2017, FHN completed its acquisitionand Capital Bank Financial Corp. (“Capital Bank”) announced that they had entered into an agreement and plan of TrustAtlantic Financial Corporation (“TrustAtlantic Financial” or “TAF”), and its wholly owned bank subsidiary TrustAtlanticmerger under which FHN will acquire Capital Bank, (“TAB”), for an aggregatewhich is headquartered in Charlotte, North Carolina. Capital Bank reported approximately $10 billion of 5.1 million sharesassets at March 31, 2017. The transaction is expected to close in fourth quarter 2017, subject to regulatory approvals, approval by shareholders of FHN common stock and $23.9 million in cash in a transaction valued at $96.7 million. The fair valueof Capital Bank, and other customary conditions.

On April 3, 2017, FTN Financial acquired substantially all of the acquired assets totaled $445.3 million, including $281.9 million in loans. FHN also assumed $344.1 million of TAF deposits.

FHN’s operating results include the operating results of the acquired assets and assumed substantially all of the liabilities of Coastal Securities, Inc. (“Coastal”), a national leader in the trading, securitization, and analysis of Small Business Administration (“SBA”) loans, for approximately $130 million in cash. Coastal, which was based in Houston, TX, also traded United States Department of Agriculture (“USDA”) loans and fixed income products and provided municipal underwriting and advisory services to its clients. Coastal’s government-guaranteed loan products, combined with FTN Financial’s existing SBA trading activities, have established an additional major product sector for FTN Financial.

On September 16, 2016, FTBNA acquired entity subsequent$537.4 million of UPB in restaurant franchise loans from GE Capital. The acquired loans were combined with existing FTBNA relationships to the acquisition date. establish a franchise finance specialty banking business.

Refer to Note 2 – Acquisitions and Divestitures in this report and in Exhibit 13 to FHN’s Annual Report on Form 10-K for the year ended December 31, 20152016 for additional information.

For the purpose of this management’s discussion and analysis (“MD&A”), earning assets have been expressed as averages, unless otherwise noted, and loans have been disclosed net of unearned income. The following financial discussion should be read with the accompanying unauditedaudited Consolidated Condensed Financial Statements and Notes in this report. Additional information including the 20152016 financial statements, notes, and MD&A is provided in Exhibit 13 to FHN’s Annual Report on Form 10-K for the year ended December 31, 2015.2016.

Non-GAAP Measures

Certain measures are included in the narrative and tables in this MD&A that are “non-GAAP”, meaning (under U.S. financial reporting rules) they are not presented in accordance with generally accepted accounting principles (“GAAP”) in the U.S. 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. Non-GAAP measures are reported to FHN’s management and Board of Directors through various internal reports.

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 (“RWA”), 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 non-GAAP measure presented in this filing is return on average tangible common equity (“ROTCE”). Refer to table 23 for a reconciliation of the non-GAAP to GAAP measure and presentation of the most comparable GAAP item.

ADOPTION OF ACCOUNTING UPDATES

Effective January 1, 2016, FHN retroactively adopted the requirements of ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs,” which requires that debt issuance costs related to a recognized debt liability be presented as a direct reduction from the carrying value of that debt liability, consistent with debt discounts. FHN previously classified debt issuance costs within Other assets in the Consolidated Condensed Statements of Condition, consistent with prior requirements. The retrospective application of ASU 2015-03 resulted in a decrease to Other assets and Term borrowings of $2.6 million at March 31, 2015 and $2.5 million at December 31, 2015 versus previously reported amounts. The adoption of ASU 2015-03 had no effect on FHN’s recognition of interest expense. All prior periods, applicable tables and associated narrative in this report have been revised to reflect this change. For additional information see Note 1 – Financial Information in this report.

FORWARD-LOOKING STATEMENTS

This MD&A contains forward-looking statements with respect to FHN’s beliefs, plans, goals, expectations, and estimates. Forward-looking statements are statements that are not a representation of historical information but 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 FHN’s 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: global, general and local economic and business conditions, including economic recession or depression; 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 relating to the foreclosure process;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; inflation or deflation; customer, investor, competitor, regulatory, and legislative responses to any or all of these conditions; the financial condition of borrowers and other counterparties; competition within and outside the financial services industry; geopolitical developments including possible terrorist activity; natural disasters; effectiveness and cost-efficiency of FHN’s hedging practices; technological changes; fraud, theft, or other incursions through conventional, electronic, or other means affecting FHN directly or affecting its customers, business counterparties or competitors; demand for FHN’s product offerings; new products and services in the industries in which FHN operates; the increasing use of new technologies to interact with customers and others; and critical accounting estimates. Other factors are those 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 customer profiles. Additionally, the actions of the Securities and Exchange Commission (“SEC”), the Financial Accounting Standards Board (“FASB”), the Office of the Comptroller of the Currency (“OCC”), the Board of Governors of the Federal Reserve System (“Federal Reserve” or “Fed”), the FDIC,Federal Deposit Insurance Corporation (“FDIC”), the Financial Industry Regulatory Authority (“FINRA”), the U.S. Department of the Treasury (“U.S. Treasury”), the Municipal Securities Rulemaking Board (“MSRB”), the Consumer Financial Protection Bureau (“CFPB”), the Financial Stability Oversight Council (“Council”), the Public Company Accounting Oversight Board (“PCAOB”), and other regulators and agencies; pending, threatened, or possible future regulatory, administrative, and judicial outcomes, actions, and proceedings; current or future Executive orders; changes in laws and regulations applicable to FHN; and FHN’s success in executing its business plans and strategies and managing the risks involved in the foregoing, could cause actual results to differ, perhaps materially, from those contemplated by the forward-looking statements.

FHN assumes no obligation to update or revise any forward-looking statements that are made in this Quarterly Report of which this MD&A is a part or otherwise from time to time. Actual results could differ and expectations could change, possibly materially, because of one or more factors, including those presented in this Forward-Looking Statements section, in other sections of this MD&A, in other parts of and exhibits to this Quarterly Report on Form 10-Q for the period ended March 31, 2016,2017, and in documents incorporated into this Quarterly Report.

FINANCIAL SUMMARY

For first quarter 2016,2017, FHN reported net income available to common shareholders of $54.0 million, or $.23 per diluted share, compared to net income available to common shareholders of $47.8 million, or $.20 per diluted share, compared to a net loss of $76.7 million or $.33 per diluted share in first quarter 2015. The improvement in results was due to lower expenses and an increase in revenue compared to first quarter 2015.

Total revenue was $306.4 million2016. Results improved in first quarter 2016 compared2017 relative to $286.6 million in first quarter 2015. The increase in revenue was primarily driven bythe prior year due to an increase in net interest income (“NII”) and higher fixed income producta decline in expenses but was somewhat muted by lower noninterest income.

Total revenue was $306.6 million in first quarter 2017 compared to $306.4 million in first quarter 2016 compared to first quarter 2015.as an increase in NII was largely offset by lower fixed income product revenue.

Expenses in first quarter 2016 were $226.9 million, a 40 percent decline from $376.2Noninterest expense was $222.2 million in first quarter 2015.2017, down 2 percent from $226.9 million in first quarter 2016. The decrease in expense was largely the result of a decline in litigation accruals relatedexpenses was due in large part to the first quarter 2015 agreement reached with two federal agencies, DOJ and HUD, to settle potential claims related to FHN’s underwriting and origination of FHA-insured mortgage loans. This settlement resulted in a $162.5 million charge to litigation and regulatory mattershigher expenses in the prior year. Higher personnel expenses, legal and professional fees, andyear resulting from a $3.7 million impairment charge related to future branch closures offset a portion of the expense declinerecognized in first quarter 2016.2016 associated with efforts to more efficiently utilize bank branch locations and lower personnel-related expenses in first quarter 2017 compared to a year ago.

On a consolidated basis, credit quality remained strong in first quarter 2016, resulting in2017, with non-performing loans, net charge-offs, delinquencies, and the allowance for loan losses all decreasing relative to the prior year. The provision for loan losses was a $3.0 million loan loss provision in first quarter 2016 compared to $5.0credit of $1.0 million in first quarter 2015. The allowance for loan losses (“ALLL”) (on a period-end basis) declined 11 percent while non-performing loans declined 3 percent from a year ago.2017 compared to provision expense of $3.0 million in first quarter 2016.

Return on average common equity (“ROE”) and return on average assets forROTCE improved in first quarter 2016 were positive2017 to 9.40 percent and 10.33 percent, respectively from 8.53 percent and positive .79 percent, respectively, compared to negative 14.04 percent and negative 1.159.44 percent, respectively in first quarter 2015.2016. Return on average assets (“ROA”) was .82 percent in first quarter 2017 compared to .79 percent in first quarter 2016. Common equity tier 1, Tier 1, Total capital, Tier 1, and Common Equity Tier 1Leverage ratios were 12.7310.20 percent, 11.5611.35 percent, 12.39 percent, and 10.339.31 percent, respectively, in first quarter 20162017 compared to 14.0710.33 percent, 11.8411.56 percent, 12.73 percent and 10.309.40 percent, respectively, in first quarter 2015. Total period-end2016. Average assets increased to $27.0 billion on March 31, 2016, from $25.7 billion on March 31, 2015. Average loans increased 78 percent to $17.3$28.8 billion in first quarter 2016 compared to2017 from $26.6 billion in first quarter 2015.2016. Average core depositsloans increased 9 percent to $19.4$18.8 billion and average deposits increased 14 percent to $22.8 billion for the three months ended March 31, 2017 relative to the prior year. Average Shareholders’ equity increased to $2.7 billion in first quarter 20162017 from $17.8 billion first quarter 2015. Average Shareholders’ equity was $2.6 billion in first quarters 2016 and 2015. Period-end Shareholders’ equity increased to $2.6 billion on March 31, 2016 from $2.5 billion on March 31, 2015.quarter 2016.

BUSINESS LINE REVIEW

Regional Banking

Pre-tax income within the regional banking segment was $71.5 million during first quarter 2016 comparedincreased 42 percent to $74.2$101.2 million in first quarter 2015.2017 from $71.4 million in first quarter 2016. The decreaseincrease in pre-tax income was primarily driven by an increase in both expenses andhigher net interest income coupled with lower loan loss provisioning which more than offset higher revenue.provisioning.

Total revenue increased 89 percent, or $17.0$20.8 million, to $252.4 million in first quarter 2017, from $231.6 million in first quarter 2016, from $214.6 million in first quarter 2015, driven by an increase in NII. Several factors contributed to theThe increase in NII includingwas largely due to higher average balances of commercial loans and a higher earnings credit as a result of an increase in average deposits at higher spreads due to increased market rates, and an additional day in the quarter relative to first quarter 2015. These increases were somewhat offset by lower commercial loan spreads.on deposits. Noninterest income was $59.0 million and $59.3 million in first quarter 2017 and 2016, compared to $60.2 millionrespectively. The decrease in first quarter 2015 largelynoninterest income was primarily driven by lowera decline in fees from deposit transactions and cash management, but was partially offset by an increase in brokerage, management fees, and commission income from the Bank’s wealth management group. The declinedecrease in fees from deposit transactions and cash management was theprimarily due to lower non-sufficient funds (“NSF”)/overdraft fees in first quarter 2017 driven by changes in consumer behavior and a modification of billing practices. The increase in brokerage, management fees, and commission income was primarily driven by increases in advisory and annuity income as a result of higher transaction volume and favorable market volatility and lower variable annuity sales as practices are adjusted to meet the standards of a changing regulatory environment. Additionally, a shift in product and fee structures caused a temporary decline in revenues but better met client needs and will result in revenue streams over the life of the product.conditions.

Provision expense increasedwas $3.1 million in first quarter 2017 compared to $14.8 million in first quarter 2016 from $4.92016. The net decrease in provision in first quarter 2017 compared to the prior year reflects continued strong performance in both the commercial and consumer portfolios relative to a year ago and historically low net charge-offs which continued to drive lower loss rates. First quarter 2017 net charge-offs were $1.2 million compared to $9.3 million a year ago.

Noninterest expense was $148.1 million and $145.4 million in first quarter 2015. Overall, the2017 and 2016, respectively. The increase in the regional bank provision was driven by higher reserves for the commercial portfolio primarily as a result of loan growth from a year ago and also moderation in the amount of upgrades versus downgrades. The deterioration in 2016noninterest expense was primarily driven by a few creditsdue to an increase in C&I, one of which was an energy-related credit that resultedpersonnel-related expenses in a charge-off in 2016.

Noninterest expense was $145.4 million and $135.4 million infirst quarter 2017 relative to first quarter 2016, and 2015, respectively. The increaseto a lesser extent, increases in expense was largely attributable to higher personnel expenses in first quarter 2016 relative to the prior yearoperations services and FDIC premium expenses. These increases were somewhat offset by $3.7 million of fixed asset impairmentsimpairment charges recognized in the prior year associated with efforts to more efficiently utilize bank branch locations and a recovery from a vendor recognized in first quarter 20162017 related to future branch closures.a previous overbilling. The increase in personnel expense was primarilylargely driven by an increaseexpenses associated with strategic hires in headcount related to the TAF acquisition,expansion markets and specialty areas, as well as higher incentive expense associated with continued strategic hiresloan/deposit growth and retention initiatives. The increase in first quarter 2016,operations services expense was primarily related to an increase in third party fees associated with FHN’s online digital banking platform and an extra workday due to the leap year. Increasesincrease in FDIC premiums and professional fees also contributed to the higher expenses in first quarter 2016. These increases were partially offset by a decline in pensionpremium expense relative to first quarter 2015 due to a change in the discount rates used in the calculation of pension and postretirement interest costs and a decline in contract employment expenseswas due in large part to the completion of a large operations efficiency project in 2015.balance sheet growth.

Fixed Income

Pre-tax income in the fixed income segment was $11.1$3.3 million in first quartersquarter 2017 compared to $11.2 million in first quarter 2016. NII decreased $1.5 million from $2.7 million in first quarter 2016 and 2015.to $1.2 million in first quarter 2017. The decline in NII was due to lower net inventory positions driven by reduced customer activity. Fixed income product revenue increased 8decreased 26 percent to $42.7 million in first quarter 2017 from $57.6 million in first quarter 2016, from $53.5 million in first quarter 2015, as average daily revenue (“ADR”) increaseddeclined to $689 thousand in first quarter 2017 from $944 thousand in first quarter 2016 from $877 thousand in first quarter 2015 reflecting slightly more favorablelower activity due to rate increases and relatively low levels of market conditions, as well as the strength and expansion of the distribution platform.volatility. Other product revenue increased todecreased $1.4 million from $9.5 million in first quarter 2016 fromto $8.1 million in first quarter 2015,2017, primarily driven by increases inlower fees from loan sales, derivatives sales and portfolio advisory services. Offsetting a portion of this increase, NIIservices and loan and derivative sales. Noninterest expense decreased $1.717

percent, or $9.9 million, to $48.7 million in first quarter 2016 to $2.72017 from $58.6 million due to lower average balances of trading securities in first quarter 2016. NoninterestThe expense was $58.7 million in first quarter 2016 up from $54.7 million in first quarter 2015. The increase in expensedecline during first quarter 20162017 was largelyprimarily the result of higherlower variable compensation expenses connectedassociated with the increasedecrease in fixed income product revenue in first quarter 2016.2017, somewhat offset by an increase in legal fees.

Corporate

The pre-tax loss for the corporate segment was $22.1 million and $25.1 million during first quarter 2016 and 2015, respectively. Net interest expense decreased to $14.4$25.5 million in first quarter 2016 from $16.12017 compared to $22.1 million in first quarter 2015 due to a larger AFS securities portfolio2016. Net interest expense was $14.1 million and $14.4 million, respectively in first quarter 2016 relative to the prior year, coupled with a decrease in average term borrowings outstanding.2017 and 2016. Noninterest income (including securities gain/losses) was $5.5 million in first quarter 2017, down from $5.7 million in first quarter 2016, up from $5.4 million in first quarter 2015.2016. The increasedecrease in noninterest income was driven by an increase in securities gains primarily associated withthe result of a $1.7 million gain onfrom an exchange of approximately $294 million of available-for-sale (“AFS”) debt securities recognized in 2016, the impact of which was somewhat offset by a decreasean increase in deferred compensation income.income in first quarter 2017 compared to the prior year. Deferred compensation income fluctuates with changes in the market value of the underlying investments and is mirrored by changes in deferred compensation expense which is included in personnel expense. Noninterest expense decreasedincreased to $16.9 million in first quarter 2017 from $13.5 million in first quarter 2016, from $14.4 milliondue in first quarter 2015.part to higher deferred compensation expense and a loss related to cash flow derivatives.

Non-Strategic

The non-strategic segment had pre-tax income of $6.5 million in first quarter 2017 compared to $16.0 million in first quarter 2016 compared to a pre-tax loss of $155.0 million in first quarter 2015.2016. The improvementdecline in results was driven by a lower expenses and aloan loss provision credit which more than offsetin first quarter 2017 relative to the prior year, coupled with a decline in revenues. Total revenue was $10.9 million in first quarter 2017 down from $13.6 million in first quarter 2016 down from $16.8 million in first quarter 2015.2016. NII declined 19 percent to $11.5$9.3 million in first quarter 2016,2017, consistent with the run-off of the non-strategic loan portfolios. Noninterest income (including securities gains/losses) decreased to $1.7 million in first quarter 2017 from $2.2 million in first quarter 2016 from $2.6 million in first quarter 2015.2016.

The provision for loan losses within the non-strategic segment was a provision credit of $11.8$4.1 million in first quarter 20162017 compared to a provision expensecredit of $.1$11.8 million in the prior year. Overall, the non-strategic segment continuescontinued to reflect strongstable performance combined with lower loan balances as reserves declined $41.4by $2.0 million from December 31, 2016, to $60.9$46.0 million as of March 31, 2016, nearly all of which was within the consumer real estate portfolio.2017. Losses remain historically low as the non-strategic segment had net recoveries in 2016 versus $3.4of $2.1 million in first quarter 2017 versus net charge-offsrecoveries of $.1 million a year ago.

Noninterest expense decreasedwas $8.6 million in first quarter 2017 compared to $9.4 million in first quarter 2016 from $171.7 million in first quarter 2015. The decrease in expense was due to a decline in loss accruals related to litigation and regulatory matters. In first quarter 2015 the non-strategic segment had $162.5 million in loss accruals associated with the settlement reached with DOJ/HUD as previously mentioned.2016. Generally, most other expense categories declined given the continued wind-down of the legacy businesses.

INCOME STATEMENT REVIEW

Total consolidated revenue was $306.6 million in first quarter 2017 compared to $306.4 million in first quarter 2016, as an increase in NII was partially offset by a 7 percent increase from $286.6 milliondecrease in first quarter 2015 largely driven by increases in net interest income and fixed income product revenue. Total expenses decreased 402 percent to $222.2 million in first quarter 2017 from $226.9 million in first quarter 2016 from $376.22016. The expense decrease was largely the result of a $3.7 million impairment charge recognized in first quarter 2015. The decrease in2016 associated with efforts to more efficiently utilize bank branch locations and lower personnel-related expenses was primarily due to a decline in loss accruals related to the DOJ/HUD settlement in first quarter 2015.2017 relative to the prior year.

NET INTEREST INCOME

Net interest income increased 10 percent, or $15.2$17.6 million, to $189.7 million in first quarter 2017 from $172.1 million in first quarter 2016 from $156.9 million in first quarter 2015.2016. The increase in NII was primarily the result of loan growth within the regional bank’s portfolios,Regional Banking and the favorable impact of the December Fed rate increase,higher interest rates on loans. To a larger AFS securities portfolio, and a decline inlesser extent, lower long-term funding costs.costs due to lower average balances of debt and an increase in loan fees relative to first quarter 2016 also positively impacted NII. These increases were partially offset by the continued run-off of the non-strategic loan portfolios, the negative impact of fewer days in the quarter relative to first quarter 2016, a decrease in interest income associated with payments received on non-performing loans recognized on a cash basis, and lower average balances of trading inventory relative tosecurities. Average earning assets were $26.6 billion in first quarter 2015. Average earnings assets was2017 compared to $24.4 billion in first quarter 2016 compared to $23.5 billion2016. The 9 percent increase in average earning assets in first quarter 2015. The increase to average earnings assets2017 was primarily driven by loan growth within the regional bank but was also impacted by a larger securities portfolio.and higher average balances of excess cash held at the Federal Reserve (“Fed”). These increases were somewhat offset by continued run-off of the non-strategic loan portfolios, a decline in average balances of excess cash held at the Fed,fixed income trading securities and a decrease in average fixed income trading securities.securities purchased under agreements to resell.

For purposes of computing yields and the net interest margin, FHN adjusts net interest income to reflect tax exempt income on an equivalent pre-tax basis which provides comparability of net interest income arising from both taxable and tax-exempt sources. The consolidated net interest margin wasimproved to 2.92 percent in first quarter 2017 from 2.88 percent in first quarter 2016,2016. The net interest spread was 2.77 percent in first quarter 2017, up 3 basis points from 2.74 percent in first quarter 2015.2016. The netfavorable impact of higher interest spread was 2.74 percent in first quarter 2016, up 13 basis points from 2.61 percent in first quarter 2015. Therates on loans, lower average balances of trading securities, and lower long-term funding costs all contributed to the increase in NIM, was largely the result of the December Fed ratebut were somewhat offset by an increase a decrease in average excess cash held at the Fed during the quarter, and the favorable impact of a decline in long-term funding costs. A decrease in interest income associated with payments received on non-performing loans recognized on a cash basis relative to first quarter 2015 and run-off of the non-strategic loan portfolios negatively impacted NIM in first quarter 2016.Fed.

Table 1—Net Interest Margin

 

  Three Months Ended
March 31
   Three Months Ended
March 31
 
  2016 2015   2017 2016 

Assets:

      

Earning assets:

      

Loans, net of unearned income:

      

Commercial loans

   3.58 3.50   3.86 3.58

Retail loans

   4.07   3.96  

Consumer loans

   4.13  4.07 
  

 

  

 

   

 

  

 

 

Total loans, net of unearned income

   3.73   3.67     3.94  3.73 
  

 

  

 

   

 

  

 

 

Loans held-for-sale

   4.13   4.31     4.64  4.13 

Investment securities:

      

U.S. treasuries

   0.98   0.97     0.98  0.98 

U.S. government agencies

   2.46   2.47     2.59  2.46 

States and municipalities (a)

   6.70   3.46     9.33  6.70 

Corporate bonds

   5.25    —       5.25  5.25 

Other (b)

   2.59   4.13     3.03  2.59 
  

 

  

 

   

 

  

 

 

Total investment securities

   2.48   2.56     2.63  2.48 
  

 

  

 

   

 

  

 

 

Trading securities

   2.87   2.71     2.84  2.87 

Other earning assets:

      

Federal funds sold

   1.26   0.97     1.28  1.26 

Securities purchased under agreements to resell (c)

   0.11   (0.13   0.35  0.11 

Interest bearing cash

   0.50   0.24     0.81  0.50 
  

 

  

 

   

 

  

 

 

Total other earning assets

   0.34   0.12     0.70  0.34 
  

 

  

 

   

 

  

 

 

Interest income / total earning assets

   3.23 3.11   3.37 3.23
  

 

  

 

   

 

  

 

 

Liabilities:

      

Interest-bearing liabilities:

      

Interest-bearing deposits:

      

Savings

   0.21 0.18   0.39 0.21

Other interest-bearing deposits

   0.18   0.09     0.29  0.18 

Time deposits

   0.58   0.71     0.82  0.73 
  

 

  

 

   

 

  

 

 

Total interest-bearing core deposits

   0.22   0.18  

Certificates of deposit $100,000 and more

   0.95   0.84  

Total interest-bearing deposits

   0.39  0.25 

Federal funds purchased

   0.51   0.25     0.77  0.51 

Securities sold under agreements to repurchase

   0.05   0.08     0.09  0.05 

Fixed income trading liabilities

   2.14   2.18     2.39  2.14 

Other short-term borrowings

   0.97   0.68     1.24  0.97 

Term borrowings

   2.32   2.39     2.98  2.32 
  

 

  

 

   

 

  

 

 

Interest expense / total interest-bearing liabilities

   0.49   0.50     0.60  0.49 
  

 

  

 

   

 

  

 

 

Net interest spread

   2.74 2.61   2.77 2.74

Effect of interest-free sources used to fund earning assets

   0.14   0.13     0.15  0.14 
  

 

  

 

   

 

  

 

 

Net interest margin(d)

   2.88 2.74

Net interest margin (b)

   2.92 2.88
  

 

  

 

   

 

  

 

 

Certain previously reported amounts have been reclassified to agree with current presentation.

(a)First quarter 20162017 increase driven by payoffthe maturity of a lower-yielding municipal bonds in fourth quarter 2015.bond.
(b)First quarter 2016 decrease driven by a decline in the dividend rate of FHN’s holdings of federal reserve bank stock.
(c)First quarter 2015 rate driven by negative market rates on reverse repurchase agreements.
(d)Calculated using total net interest income adjusted for FTE assuming a statutory federal income tax rate of 35 percent and, where applicable, state income taxes.

FHN’s net interest margin is primarily impacted by balance sheet factors such as interest-bearing cash levels, deposit balances, trading inventory levels, commercial loan volume, as well as loan fees, cash basis income, and changes in short termshort-term interest rates. FHN’s balance sheet is positioned to benefit primarily from a rise in short-term interest rates. During 2016, any benefit toFor 2017, an increase in NIM will be dependentdepend on the levels of interest-bearing cash (higher balances typically compress margin), extent of Fed interest rate increases, commercial loan balances, particularly in specialty loan portfolios, as well as levels of interest bearing cash and trading inventory balances.balances (higher balances also typically compress margin).

PROVISION FOR LOAN LOSSES

The provision for loan losses is the charge to earnings that management determines to be necessary to maintain the ALLL at a sufficient level reflecting management’s estimate of probable incurred losses in the loan portfolio. The provision for loan losses was a credit of $1.0 million in first quarter 2017 compared to a provision expense of $3.0 million in first quarter 2016 compared to $5.0 million in first quarter 2015.2016. During first quarter 2016 aggregate performance of2017, FHN experienced continued overall improvement in the loan portfolio remained strong which resulted in an 11 percent decline inas evidenced by the allowance for loan losses (on a period-end basis).consolidated net recovery of $.9 million. The ALLL decreased $.1 million from year-end to $202.0 million as of March 31, 2017. For additional information about the provision for loan losses refer to the Regional Banking and Non-Strategic sections of the Business Line Review section in this MD&A. For additional information about general asset quality trends refer to Asset Quality—Trend Analysis of First Quarter 20162017 in this MD&A.

NONINTEREST INCOME

Noninterest income (including securities gains/(losses)) was $116.9 million in first quarter 2017 compared to $134.3 million in first quarter 2016 compared to $129.7 million in first quarter 2015.2016. In first quarter 20162017 noninterest income was 4438 percent of total revenue compared to 4544 percent of total revenuerevenues in first quarter 2015.2016. The increasedecrease in noninterest income in first quarter 20162017 relative to first quarter 2015a year ago was primarily driven by higherlower fixed income salesproduct revenue.

Fixed Income Noninterest Income

Fixed income noninterest income increased 9was $50.7 million in first quarter 2017, down 24 percent from $67.0 million in first quarter 2016, reflecting lower activity due to $67.0 millionrate increases and relatively low levels of market volatility. Revenue from $61.6other products decreased 15 percent to $8.0 million in first quarter 2015. Revenue2017 from fixed income product revenue was up reflecting slightly more favorable market conditions, as well as the strength and expansion of the distribution platform. Revenue from other products increased 16 percent to $9.4 million in first quarter 2016, from $8.1 million in first quarter 2015, largely driven by increases inlower fees from loan sales, derivative sales and portfolio advisory services.services and loan and derivative sales. The following table summarizes FHN’s fixed income noninterest income for the three months ended March 31, 20162017 and 2015.2016.

Table 2—Fixed Income Noninterest Income

 

  Three Months Ended     
  March 31   Percent
Change
   Three Months Ended
March 31
   Percent
Change
 
(Dollars in thousands)  2016   2015     2017   2016   

Noninterest income:

            

Fixed income

  $57,583    $53,510     8%  $42,727   $57,583   (26)%

Other product revenue

   9,394     8,109     16%   7,951    9,394   (15)%
  

 

   

 

     

 

   

 

   

Total fixed income noninterest income

  $66,977    $61,619     9%  $50,678   $66,977   (24)%
  

 

   

 

     

 

   

 

   

Deposit Transactions and Cash Management

Fees from deposit transactions and cash management activities were $24.6 million in first quarter 2017, down $2.3 million from $26.8 million in first quarter 2016. The decrease was primarily the result of lower NSF/overdraft fees in first quarter 2017 driven by changes in consumer behavior and a modification of billing practices.

Brokerage, Management Fees and Commissions

IncomeNoninterest income from brokerage, management fees and commissions was $11.9 million in first quarter 2017, up 14 percent from $10.4 million in first quarter 2016, down 9 percent from $11.4 million in first quarter 2015.2016. The decline in incomeincrease was primarily driven by a reduction inhigher advisory and annuity income as a result of increased transaction volume and favorable market volatility and lower variable annuity sales as practices are adjusted to meet the standards of a changing regulatory environment. The decline was also affected by a shift in product and fee structures, which caused a temporary decline in revenues but better met client needs and will result in revenue streams over the life of the product.conditions.

Securities Gains/Losses(Losses)

In first quarter 2016, FHN recognized net securities gains of $1.6 million, which was primarily the result of a $1.7 million gain on an exchange of approximately $294 million of AFS debt securities. SecuritiesNet securities gains forwere not material in first quarter 2015 were not material.2017.

Other Noninterest Income

Other income may includeincludes revenues from other service charges, ATM and interchange fees, electronic banking fees, mortgage banking, revenue related to deferred compensation plans (which are mirrored by changes in noninterest expense), gains/(losses) fromelectronic banking fees, mortgage banking (primarily within the extinguishmentnon-strategic segment), letter of debtcredit fees, insurance commissions, and various other fees.

AllRevenue from all other income and commissions increased to $14.4 million in first quarter 2017 from $13.3 million in first quarter 2016. The increase in all other income and commissions was $10.1 million in first quarter 2016 comparedprimarily due to $11.1 million in first quarter 2015, primarily driven by a decreasean increase in deferred compensation income. Deferred compensation income fluctuates with changes in the market value of the underlying investments and is mirrored by changes in deferred compensation expense which is included in personnel expense. The following table provides detail regarding FHN’s other income.

Table 3—Other Income

 

  Three Months Ended
March 31
   Three Months Ended
March 31
   Percent
Change
 
(Dollars in thousands)  2016   2015   2017   2016   
Other income:          

Other service charges

  $2,984   $2,713    10
ATM interchange fees  $2,958    $2,761     2,778    2,958    (6)% 

Deferred compensation (a)

   1,827    329    NM 
Electronic banking fees   1,397     1,428     1,323    1,397    (5)% 
Mortgage banking   1,273     1,584     1,261    1,273    (1)% 
Letter of credit fees   1,061     1,123     1,036    1,061    (2)% 
Deferred compensation (a)   329     1,033  

Insurance commissions

   883    487    81
Other   3,071     3,125     2,299    3,071    (25)% 
  

 

   

 

   

 

   

 

   
Total  $10,089    $11,054    $14,391   $13,289    8
  

 

   

 

   

 

   

 

   

Certain previously reported amounts have been reclassified to agree with current presentation.

NM – Not meaningful

(a)Deferred compensation market value adjustments are mirrored by changes in deferred compensation expense which is included in employee compensation, incentives, and benefits expense.

NONINTEREST EXPENSE

NoninterestTotal noninterest expense wasdecreased 2 percent, or $4.7 million, to $222.2 million in first quarter 2017 from $226.9 million in first quarter 2016 compared to $376.2 million in first quarter 2015.2016. The decrease in noninterest expense was primarily the result ofdue in large part to a $3.7 million fixed asset impairment charge recognized in first quarter 2015 litigation2016 associated with efforts to more efficiently utilize bank branch locations and regulatory loss accruals.lower personnel-related expenses in 2017 compared to a year ago.

Employee Compensation, Incentives, and Benefits

Employee compensation, incentives, and benefits (personnel expense), which is generally the largest component of noninterest expense, increased 4decreased 2 percent, or $5.7$2.2 million, to $134.9 million in first quarter 2017 from $137.2 million in first quarter 2016 from $131.4 million in first quarter 2015.2016. The increasedecrease in personnel expense was driven by an increasea decrease in variable compensation associated with higherlower fixed income product sales revenue within FHN’s fixed income operating segment. Additionally,segment relative to first quarter 2016. This decrease was partially offset by an extra workday due to the leap year,increase in personnel expenses associated with strategic hires in expansion markets and specialty areas, as well as a year over year increase in headcount related to the TAF acquisition and higher incentive expense associated with strategic hiresloan/deposit growth and retention initiatives within the regional bank, also contributed to the increase in personnel expensebanking segment in first quarter 2016. These increases were partially offset by a decline2017. Additionally, deferred compensation expense increased in pension expensefirst quarter 2017, relative to first quarter 2015 due2016, further offsetting the decline in personnel expense.

Operations Services

Operations services expense increased 10 percent to a change$10.9 million in the discount rates used in the calculation of pension and postretirement interest costs.

Legal Fees

Legal fees increased to $4.9first quarter 2017 from $9.9 million in first quarter 2016, from $3.6 millionprimarily related to an increase in first quarter 2015.

Professional Fees

Professionalthird party fees increased to $5.2 million in first quarter 2016 from $3.7 million in first quarter 2015, largely the result of consulting projects in 2016.associated with FHN’s online digital banking platform.

FDIC Premium Expense

FDIC premium expense increased $1.5was $5.7 million in first quarter 2017, compared to $4.9 million in first quarter 20162016. The increase in FDIC premium expense was due in large part to balance sheet growth.

Other Noninterest Expense

Other expense includes other insurance and tax expense, travel and entertainment expenses, costs associated with employee training and dues, customer relations expenses, tax credit investments expenses, supplies, miscellaneous loan costs, expenses associated with foreclosed properties, losses from $3.5litigation and regulatory matters, and various other expenses.

All other expenses decreased 15 percent to $18.8 million in first quarter 2015 largely driven by balance sheet growth in 2016 and the loss2017 from $22.1 million in first quarter 2015.

Contract Employment and Outsourcing

Expenses2016. The decrease was primarily driven by a $3.7 million fixed asset impairment charge recognized in first quarter 2016 associated with contract employmentefforts to more efficiently utilize bank branch locations. Additionally, other insurance and outsourcingtaxes decreased $2.2from $3.3 million in first quarter 2016 to $2.4 million in first quarter 2016 from $4.6 million in first quarter 2015. The decrease was attributable to a lower number of technology-related projects in first quarter 2016 relative to the prior year coupled with the completion of a large operations efficiency project in 2015.

Other Noninterest Expense

All other expenses were $19.0 million in first quarter 2016 compared to $176.7 million in first quarter 2015. The decrease in all other expenses was2017 primarily driven by a decline in litigation accrualsfavorable adjustments to franchise taxes related to the first quarter 2015 DOJ/HUD settlement previously mentioned, partially offset by $3.7 million of fixed asset impairmentscommunity reinvestment efforts. A recovery from a vendor recognized in first quarter 20162017 related to future branch closures. The following table provides detail regarding FHN’s other expenses.a previous overbilling also favorably impacted expense in 2017, but was offset by a loss related to cash flow derivatives.

Table 4—Other Expense

 

  Three Months Ended
March 31
   Three Months Ended
March 31
   Percent
Change
 
(Dollars in thousands)  2016   2015   2017   2016   

Other expense:

          

Other insurance and taxes

  $2,390   $3,313    (28)% 

Travel and entertainment

  $2,062    $1,614     2,348    2,062    14

Employee training and dues

   1,543    1,390    11

Customer relations

   1,879     1,314     1,336    1,879    (29)% 

Employee training and dues

   1,390     1,132  

Tax credit investments

   942    706    33

Supplies

   1,026     927     863    1,026    (16)% 

Miscellaneous loan costs

   717     361     622    717    (13)% 

Tax credit investments

   706     395  

Foreclosed real estate

   204    (258   NM 

Litigation and regulatory matters

   (475   162,500     (292   (475   39

Other

   11,719     8,423     8,831    11,719    (25)% 
  

 

   

 

   

 

   

 

   

Total

  $19,024    $176,666    $18,787   $22,079    (15)% 
  

 

   

 

   

 

   

 

   

NM – Not meaningful

INCOME TAXES

FHN recorded an income tax provision of $27.1 million in first quarter 2017, compared to $24.2 million in first quarter 2016, compared to an income tax benefit of $22.3 million in first quarter 2015.2016. The effective tax ratesrate for the quarters ended March 31, 2017 and 2016 and 2015 werewas approximately 32 percent and 24 percent, respectively. Since pre-tax income is the most important component in determining the effective tax rate, the comparison of the tax rate from period to period, by itself, will not provide meaningful information unless pre-tax income is fairly consistent. The company’spercent. FHN’s effective tax rate is favorably affected by recurring items such as bank-owned life insurance, tax-exempt income, and credits and other tax benefits from affordable housing investments. The company’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 the deferred tax asset valuation allowance and changes in unrecognized tax benefits.

A deferred tax asset (“DTA”) or deferred tax liability (“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. As of March 31, 2016,2017, FHN’s gross DTA (net of a valuation allowance) and gross DTL were $347.9$290.2 million and $120.1$96.1 million, respectively, resulting in a net DTA of $194.1 million at March 31, 2017, compared with a net DTA of $227.8 million at March 31, 2016. The reduction in the DTA since the first quarter of 2016 compared with $273.7 million at March 31, 2015.is primarily the result of increased funding of FHN’s pension plan and a reduction in loss reserves.

As of March 31, 2016,2017, FHN had deferred tax asset balances related to federal and state income tax credit carryforwards of $114.8 million and $19.4 million, respectively, which will expire in varying amounts between 2030 and 2035, state income tax net operating loss (“NOL”) carryforwards which will expire in varying amounts between 2016 and 2035, and federal capital loss carryforwards, which will expire in 2017. at various dates.

As of March 31, 20162017 and 2015,2016, FHN established a valuation allowance of $.3$40.4 million and $.1 million, respectively, against its state NOL carryforwards and $40.5 million and $44.4 million, respectively, against its federal capital loss carryforwards. Management believes it is more likely than not that the benefit of the capital loss carryover to 2016 will not be realized because there is uncertainty as to whether FHN will generate capital gains over the five year carryforward period. FHN’s DTA after valuation allowance was $347.9$290.2 million and $374.3$347.9 million as of March 31, 20162017 and 2015,2016, respectively. Based on current analysis, FHN believes that its ability to realize the remaining 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 further valuation allowances. In the event FHN is able to determine that the deferred tax assets are realizable in the future in excess of their net recorded amount, FHN would make an adjustment to the valuation allowance, which would reduce the provision for income taxes.

Tax reform, including the reduction of the corporate tax rate, will be on the legislative agenda for later this year. A rate reduction if enacted will have a net beneficial effect to FHN over the long-term, however, certain deductions may be eliminated or reduced as a part of tax reform which could reduce the beneficial effect of the rate reduction. Additionally, a rate reduction would result in the impairment of a portion of the deferred tax asset, as mentioned above, in the quarter that it is signed into law by the President. The actual impacts are subject to significant uncertainties including whether, and to what extent, rate reductions or broader tax reform can actually be executed and if executed, the timing.

STATEMENT OF CONDITION REVIEW

Total period-end assets were $27.0$29.6 billion on March 31, 2016,2017, up 54 percent and 3 percent, respectively from $25.7 billion on March 31, 2015 and $26.2$28.6 billion on December 31, 2015.2016. Average assets increased to $26.6$28.8 billion in first quarter 20162017 from $25.6 billion in first quarter 2015 and $26.2$28.6 billion in fourth quarter 2015.2016. The increase in average assets compared to firstfourth quarter 2015 is primarily2016 was largely attributable to increases in loanhigher balances and a larger investment securities portfolio,of interest bearing cash, somewhat offset by declinesnet decreases in the loan portfolios and trading securities. The increase in period-end assets relative to December 31, 2016 was also primarily driven by higher balances of interest bearing cashcash. Additionally, increases in trading securities and securities purchased under agreements to resell also contributed to the increase in assets on a period-end basis, but were somewhat offset by net decreases in loan balances.

Total period-end liabilities were $26.9 billion on March 31, 2017, a 4 percent increase from $25.9 billion on December 31, 2016. Average liabilities increased 1 percent to $26.1 billion first quarter 2017, from $25.9 billion in fourth quarter 2016. The increase in average liabilities was largely due to an increase in deposits, somewhat offset by lower Other short-term borrowings and a decline in trading securities.liabilities relative to fourth quarter 2016.

EARNING ASSETS

Earning assets consist of loans, investment securities, other earning assets such as trading securities, interest-bearing cash, and loans HFS. Average earning assets increased to $24.4$26.6 billion in first quarter 20162017 from $23.5$26.4 billion in firstfourth quarter 2015.2016. A more detailed discussion of the major line items follows. Unless otherwise indicated, references below to balances for 2016 and 2015 refer to period-end balances at March 31, 2016 or 2015, respectively or average balances for the first quarter of 2016 or 2015.

Loans

Period-end loans increaseddecreased 3 percent to $19.1 billion as of March 31, 2017 from $19.6 billion on December 31, 2016, but were up 9 percent from $17.6 billion as of March 31, 2016 from $16.7 billion on March 31, 2015.2016. Average loans for 2016first quarter 2017 were $17.3$18.8 billion compared to $16.1$19.4 billion for 2015.fourth quarter 2016 and $17.3 billion for first quarter 2016. The decrease in average and period-end loan balances from fourth quarter 2016 was primarily due to a decrease in loans to mortgage companies, somewhat offset by increases in other commercial loan portfolios within the regional banking segment. To a much smaller extent, run-off of consumer loan portfolios within the non-strategic segment also contributed to the decline in period-end and average loans relative to fourth quarter 2016. The increase in average and period-end loan balances from first quarter 2016 was primarily due to loandriven by organic growth within the regional bank’s commercial portfolios and also loans added through the TAF acquisitionpurchase of franchise finance loans in fourththird quarter 2015,2016, partially offset by run-off of consumer loan portfolios within the non-strategic segment.

Table 5—Average Loans

 

  Quarter Ended
March 31, 2016
 Quarter Ended
March 31, 2015
 Quarter Ended
December 31, 2015
     
  Amount   Percent
of total
  Amount   Percent
of total
  Amount   Percent
of total
  1Q16 changes vs   Quarter Ended
March 31, 2017
 Quarter Ended
December 31, 2016
   

(Dollars in thousands)

         1Q15 4Q15   Amount   Percent of total Amount   Percent of total Growth Rate 

Commercial:

                    

Commercial, financial, and industrial

  $9,994,084     58 $8,965,657     56 $9,720,115     57 11 3  $11,381,258    60 $11,987,561    62 (5)% 

Commercial real estate

   1,765,435     10   1,290,246     8   1,612,730     10   37 9   2,176,355    12  2,089,314    11  4
  

 

   

 

  

 

   

 

  

 

   

 

     

 

   

 

  

 

   

 

  

Total commercial

   11,759,519     68   10,255,903     64   11,332,845     67   15 4   13,557,613    72  14,076,875    73  (4)% 
  

 

   

 

  

 

   

 

  

 

   

 

     

 

   

 

  

 

   

 

  

Consumer:

                    

Consumer real estate (a)

   4,732,968     27   4,988,532     31   4,798,067     28   (5)%  (1)%    4,491,786    24  4,545,647    23  (1)% 

Permanent mortgage

   447,800     3   526,616     3   455,299     3   (15)%  (2)%    415,916    2  429,914    2  (3)% 

Credit card, OTC and other

   353,661     2   351,503     2   356,948     2   1 (1)%    348,123    2  361,311    2  (4)% 
  

 

   

 

  

 

   

 

  

 

   

 

     

 

   

 

  

 

   

 

  

Total consumer

   5,534,429     32   5,866,651     36   5,610,314     33   (6)%  (1)%    5,255,825    28  5,336,872    27  (2)% 
  

 

   

 

  

 

   

 

  

 

   

 

     

 

   

 

  

 

   

 

  

Total loans, net of unearned

  $17,293,948     100 $16,122,554     100 $16,943,159     100 7 2

Total loans, net of unearned income

  $18,813,438    100 $19,413,747    100 (3)% 
  

 

   

 

  

 

   

 

  

 

   

 

     

 

   

 

  

 

   

 

  

 

(a)BalancesBalance as of March 31, 2016 and 2015,2017 and December 31, 2015 include $50.0 million, $74.12016, includes $34.3 million and $56.0$37.2 million of restricted and secured real estate loans, respectively.

C&I loans increased 11are the largest component of the commercial portfolio comprising 84 percent and 85 percent of average commercial loans in first quarter 2017 and fourth quarter 2016, respectively. C&I loans decreased 5 percent, or $1.0$.6 billion, from firstfourth quarter 20152016 due to lower balances of loans to mortgage companies, partially offset by net loan growth within several of the regional bank’s portfolios including general commercial, businessfranchise finance, correspondent banking, private client, and asset-based lending, as well as higher average balances of loans to mortgage companies.energy. Commercial real estate loans increased 374 percent or $475.2 million to $1.8$2.2 billion at the end ofin first quarter 20162017 because of growth in expansion markets, and opportunities with new and existing customers within the regional bank and with increased funding under these commitments. In addition, the fourth quarter 2015 TAB acquisition contributed to the increase.existing commitments, and an increased focus on funded term debt products.

Average consumer loans declined 62 percent, or $332.2 million,$.1 billion, from a year agofourth quarter 2016 to $5.5$5.3 billion in first quarter 2016.2017. The consumer real estate portfolio (home equity lines and installment loans) declined $255.6$53.9 million, to $4.7$4.5 billion, as the continued wind-down of portfolios within the non-strategic segment outpaced a $227.5$48.3 million increase in real estate installment loans from new originations within the regional bank.banking segment. The permanent mortgage portfolio declined $78.8$14.0 million to $447.8$415.9 million in first quarter 20162017 driven by run-off of legacy assets.assets within the non-strategic segment offset by some growth in mortgage loans within regional banking, primarily related to FHN’s CRA initiatives. Credit Card and Other increased slightlydecreased $13.2 million to $353.7$348.1 million in first quarter 2016.2017.

Investment Securities

FHN’s investment portfolio consists principally of debt securities including government agency issued mortgage-backed securities (“MBS”) and government agency issued collateralized mortgage obligations (“CMO”), substantially all of which are classified as available-for-sale (“AFS”). FHN utilizes the securities portfolio as a source of income, liquidity and collateral for repurchase agreements, for public funds, and as a tool for managing risk of interest rate movements. Period-end investmentInvestment securities increased 10 percent from $3.7were $4.0 billion on March 31, 2015 to $4.0 billion on March2017 and December 31, 2016. Average investment securities were $4.0 billion and $3.6$3.9 billion in first quarter 2017 and $4.0 billion in fourth quarter 2016, and 2015, respectively, representing 16 percent and 15 percent of average earning assets. The amount of securities purchased for the investment portfolio is largely driven by the desire to protect the value of non-rate sensitive liabilitiesassets in first quarter 2017 and equity and maximize yield on FHN’s excess liquidity without negatively affecting future yields while operating in this historically low interest rate environment.fourth quarter 2016.

Loans Held-for-Sale

Loans HFS consists of the mortgage warehouse (primarily repurchased government-guaranteed loans), student, small business, student, and home equity loans. On March 31, 2017 and December 31, 2016, loans HFS were $105.5 million and $111.2 million, respectively. The average balance of loans HFS decreased to $122.1$110.7 million in first quarter 20162017 from $138.4$127.5 million in firstfourth quarter 2015. On March 31, 2016, and 2015, loans HFS were $116.3 million and $134.0 million, respectively. The lower balances of both average and period-end loans HFS was largely driven by a smaller mortgage warehouse. A decrease in small business loans, also contributedand to the year-over-year decline on a period-end basis.lesser extent a smaller mortgage warehouse.

Other Earning Assets

Other earning assets include trading securities, securities purchased under agreements to resell, federal funds sold (“FFS”), and interest-bearing deposits with the Fed and other financial institutions. Other earning assets averaged $3.0$3.8 billion in 2016, a $629.7 million decreasefirst quarter 2017, up from $3.6$2.8 billion in 2015.fourth quarter 2016. The decreaseincrease in other earning assets was the resultdriven by higher levels of a $442.1 million decline in interest-bearinginterest bearing cash and a $229.3 million decrease inlargely driven by an inflow of customer deposits, but was somewhat offset by lower balances of trading securities partially offset by a $40.0 million increase inand securities purchased under agreements to resell (“asset repos”). The decrease in interest-bearing cash was driven by increases in the loan and investment securities portfolios and a decline in borrowings, somewhat offset by an increase in core deposits. Fixed income’s trading inventory fluctuates daily based on customer demand. Asset repos are used in fixed income trading activity and generally fluctuate with the level of fixed income trading liabilities (short-positions) as securities collateral from asset repo transactions are used to fulfill trades. Other earning assets were $3.0$4.1 billion and $2.8$2.6 billion on March 31, 20162017 and 2015,December 31, 2016, respectively. The increase in other earning assets on a period-end basis was primarily due to higher levels ofan increase in interest-bearing cash, on March 31, 2016 driven byand to a lesser extent an inflow of customer deposits, somewhat offset by a declineincrease in fixed income trading inventory levels and a decrease in asset repos.

Non-earning assets

Period-end non-earning assets were $2.3 billion on March 31, 20162017 and 2015.December 31, 2016.

Core Deposits

Average core deposits were $19.4$22.8 billion during first quarter 2016,2017, up 92 percent from $17.8$22.3 billion during fourth quarter 2016 and 14 percent from $19.9 billion in first quarter 2015.2016. The increase in average core deposits from fourth quarter 2016 was primarily driven by several factors includinga seasonal increase in public funds and an increase in commercial customer deposits, the timing of a new product offering within correspondent banking in late fourth quarter 2014, the addition of deposits associated with the fourth quarter 2015 TAF acquisition, andpriority savings, slightly offset by FHN’s decision to decrease deposit balances in a third party network deposit sweep program. The increase in average deposits from first quarter 2016 was largely the result of an increase in deposits in a third party network depositsdeposit sweep program.program and an increase in commercial customer deposits. The third party deposits program is an FDIC-insured deposit sweep program where financial institutions can receive unsecured deposits for the long-term (several years) and in larger-dollar increments. The new product offering within correspondent banking previously mentioned was first offered in fourth quarter 2014, but increased substantially during first quarter 2015increments and resulted in a shift in funding from federal funds purchased (“FFP”)is used to deposits.support loan growth. Period-end core deposits were $19.8$23.5 billion on March 31, 2017, up 4 percent and 16 percent, respectively, from $22.7 billion on December 31, 2016 and $20.3 billion on March 31, 2016, up 9 percent from $18.2 billion on March 31, 2015. The increase wasand were driven by the same factors that affected average balances, with the exception of the product offering within correspondent banking which did not significantly impact the core deposits variance on a period-end basis.balances.

Short-Term FundsBorrowings

Average short-term borrowings (federal funds (certificates of deposit greater than $100,000, FFP,purchased (“FFP”), securities sold under agreements to repurchase, trading liabilities, and other short-term borrowings) decreased 14 percent to $2.5averaged $1.7 billion in first quarter 2017, down from $1.9 billion in fourth quarter 2016. The decrease between first quarter 2017 and fourth quarter 2016 from $2.9 billionwas largely the result of declines in other short-term borrowings (primarily FHLB borrowings) and borrowings correlated with lower fixed income inventory levels in first quarter 2015. The decrease was primarily driven by2017 relative to the prior quarter. In prior periods FHN used FHLB borrowings as an additional source of wholesale funding to support loan growth; however, in first quarter 2017 deposit levels were sufficient to meet loan demand. These declines in FFP and other short-term borrowings and trading liabilities were somewhat offset by an increaseincreases in jumbo CDs.securities sold under agreements to repurchase and FFP. Average FFP, which currently is composed primarily of funds from correspondent banks, was $.6 billion in first quarter 2016 compared to $1.1 billion in 2015. FFP fluctuates depending on the amount of excess funding of FHN’s correspondent bank customers. The decrease between first quarter 2016 and first quarter 2015 was largely affected by the timing of the new product offering first introduced in late fourth quarter 2014 in correspondent banking mentioned above that resulted in a shift of funds from FFP to deposits. The decline in otherPeriod-end short-term borrowings was largely the result of a decline in borrowings correlated with lower fixed income inventory levels in first quarter 2016 relativeincreased to the prior year. CDs greater than $100,000 increased $88.5 million to $512.0 million due in large part to the TAF acquisition in fourth quarter 2015. On average, short-term purchased funds accounted for 11 percent of FHN’s funding (core deposits plus short-term purchased funds and term borrowings) in first quarter 2016 compared to 13 percent in first quarter 2015. Period-end short-term funds were $2.4$1.8 billion on March 31, 2017 from $1.5 billion on December 31, 2016, primarily driven by increases in trading liabilities and 2015.FFP.

Term Borrowings

Term borrowings include senior and subordinated borrowings with original maturities greater than one year. Period-endTerm borrowings were $1.0 billion on March 31, 2017 and averageDecember 31, 2016. Average term borrowings were $1.3 billiondecreased $24.5 million in first quarter 2016 compared2017 to $1.6 billion in first quarter 2015. The decrease in term borrowings primarily relates to $206 million of junior subordinated notes underlying $200 million of trust preferred debt that was called in third quarter 2015.$1.0 billion.

Other Liabilities

Period-end other liabilities decreased to $820.1 million on March 31, 2016 from $1.0$.5 billion on March 31, 2015, largely due to the first quarter 2015 DOJ/HUD litigation accrual.2017 from $.6 billion on December 31, 2016.

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 assure ready access to the capital markets. Average equity was $2.6 billion in first quarter 2016 and 2015. Period-end equity increased $143.7$35.4 million from MarchDecember 31, 20152016 to $2.6$2.7 billion on March 31, 2016.2017. The increase in period-end equity from December 31, 2016 was primarily due to net income recognized sincein first quarter 2015 and $72.8 million of equity issued related to the TAF acquisition in October 2015, somewhat2017, partially offset by common and preferred dividends paid. Average equity decreased $24.2 million to $2.7 billion in first quarter 2017 from fourth quarter 2016, as a decrease in accumulated other comprehensive income more than offset the impact of net income less dividends paid share repurchases (discussed below), andon equity recognized in first quarter on an average basis. The decline in average accumulated other comprehensive income was the result of unrealized losses recognized on the AFS securities portfolio, as well as an increase of net actuarial losses for pension underfunding.and post retirement plans.

In January 2014, FHN’s board of directors approved a share repurchase program which enables FHN to repurchase its common stock in the open market or in privately negotiated transactions, subject to certain conditions. In July 2015 and April 2016 the board increased and extended that program. The current program authorizes total purchases of up to $350 million and expires on January 31, 2018. During first quarter 2017, FHN did not repurchase any common shares under the program. In first quarter 2016 FHN repurchased $75.0 million of common shares under the program, compared to $15.8 million of common shares repurchased during first quarter 2015.program. Total purchases under this program through March 31, 20162017 were $141.8$160.3 million. FHN does not anticipate repurchasing any shares under this authorization through the closing of the Capital Bank acquisition.

The following tables provide a reconciliation of Shareholders’ equity from the Consolidated Condensed Statements of Condition to Common Equity Tier 1, Tier 1 and Total Regulatory Capital as well as certain selected capital ratios:

Table 6—Regulatory Capital and Ratios

 

(Dollars in thousands)

  March 31, 2016   March 31, 2015   December 31, 2015   March 31, 2017   December 31, 2016 

Shareholders’ equity

  $2,347,517    $2,203,826    $2,344,155    $2,445,029   $2,409,653 

FHN Non-cumulative perpetual preferred

   (95,624   (95,624   (95,624

FHN non-cumulative perpetual preferred

   (95,624   (95,624
  

 

   

 

   

 

   

 

   

 

 

Common equity

  $2,251,893    $2,108,202    $2,248,531    $2,349,405   $2,314,029 

Regulatory adjustments:

          

Goodwill and other intangibles

   (169,427   (122,993   (165,661

Net unrealized (gains)/losses on securities

   (42,556   (36,705   (3,394

Minimum pension liability

   216,460     205,744     217,586  

Disallowed goodwill and other intangibles

   (167,813   (165,292

Net unrealized (gains)/losses on securities available for sale

   18,795    17,232 

Net unrealized (gains)/losses on pension and other postretirement plans

   227,984    229,157 

Net unrealized (gains)/losses on cash flow hedges

   (3,465   —       —       3,179    1,265 

Disallowed deferred tax assets

   (26,277   (20,694   (18,404   (21,840   (18,027

Other

   (7   —       (78

Other deductions from common equity tier 1

   (491   (377
  

 

   

 

   

 

   

 

   

 

 

Common equity tier 1

  $2,226,621    $2,133,554    $2,278,580    $2,409,219   $2,377,987 

FHN Non-cumulative perpetual preferred

   95,624     95,624     95,624  

Qualifying noncontrolling interest-FTBNA preferred stock

   243,675     254,319     260,794  

Qualifying trust preferred (a)

   —       50,000     —    

FHN non-cumulative perpetual preferred

   95,624    95,624 

Qualifying noncontrolling interest—FTBNA preferred stock

   240,878    256,811 

Other deductions from tier 1

   (72,840   (81,200   (62,857   (64,852   (58,551
  

 

   

 

   

 

   

 

   

 

 

Tier 1 capital

  $2,493,080    $2,452,297    $2,572,141    $2,680,869   $2,671,871 

Tier 2 capital

   251,109     460,374     264,574     245,423    254,139 
  

 

   

 

   

 

   

 

   

 

 

Total regulatory capital

  $2,744,189    $2,912,671    $2,836,715    $2,926,292   $2,926,010 
  

 

   

 

   

 

   

 

   

 

 

Risk-Weighted Assets

    

First Horizon National Corporation

  $23,623,224   $23,914,158 

First Tennessee Bank National Association

   23,079,533    23,447,251 

Average Assets for Leverage

    

First Horizon National Corporation

   28,805,253    28,581,251 

First Tennessee Bank National Association

   27,922,937    27,710,158 

 

   March 31, 2016   March 31, 2015   December 31, 2015 
   Ratio  Amount   Ratio  Amount   Ratio  Amount 

Common Equity Tier 1

       

First Horizon National Corporation

   10.33 $2,226,621     10.30 $2,133,554     10.45 $2,278,580  

First Tennessee Bank National Association

   10.84    2,287,480     11.81    2,365,958     10.81    2,284,646  

Tier 1

       

First Horizon National Corporation

   11.56    2,493,080     11.84    2,452,297     11.79    2,572,141  

First Tennessee Bank National Association

   11.96    2,522,884     12.95    2,593,144     11.95    2,525,912  

Total

       

First Horizon National Corporation

   12.73    2,744,189     14.07    2,912,671     13.01    2,836,715  

First Tennessee Bank National Association

   13.03    2,748,898     14.49    2,903,251     13.09    2,768,625  

Tier 1 Leverage

       

First Horizon National Corporation

   9.40    2,493,080     9.59    2,452,297     9.85    2,572,141  

First Tennessee Bank National Association

   9.88    2,522,884     10.57    2,593,144     10.06    2,525,912  

Certain previously reported amounts have been reclassified to agree with current presentation.

(a)March 31, 2015 includes $50 million of trust preferred securities, which began phasing out of Tier 1 capital in 2015 under Basel III. In third quarter 2015 FHN redeemed its junior subordinated debt, which triggered the redemption of the trust preferred securities.

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: 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; common equity tier 1 capital, generally defined as common equity less goodwill, other intangibles, and certain other required regulatory deductions; and risk-weighted assets (“RWA”), which is a measure of total on- and off-balance sheet assets adjusted for credit and market risk, used to determine regulatory capital ratios.

   March 31, 2017   December 31, 2016 
   Ratio  Amount   Ratio  Amount 

Common Equity Tier 1

      

First Horizon National Corporation

   10.20 $2,409,219    9.94 $2,377,987 

First Tennessee Bank National Association

   10.03   2,315,487    9.80   2,298,080 

Tier 1

      

First Horizon National Corporation

   11.35   2,680,869    11.17   2,671,871 

First Tennessee Bank National Association

   11.02   2,543,418    10.83   2,538,382 

Total

      

First Horizon National Corporation

   12.39   2,926,292    12.24   2,926,010 

First Tennessee Bank National Association

   11.95   2,757,163    11.78   2,762,271 

Tier 1 Leverage

      

First Horizon National Corporation

   9.31   2,680,869    9.35   2,671,871 

First Tennessee Bank National Association

   9.11   2,543,418    9.16   2,538,382 

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. In first quarter 2016, forFor 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 6.5 percent, 8 percent, 10 percent, and 5 percent, respectively. As of March 31, 2016,2017, FHN and FTBNA had sufficient capital to qualify as a well-capitalized institutions. Generally, regulatoryinstitution. Regulatory capital ratios decreasedgenerally increased in first quarter 20162017 relative to fourth quarter 20152016 due primarily to the impact of net income/(loss)income less dividends and share repurchases on retained earnings anddecreases in risk-weighted assets as a result of a net decline in period end loans, partially offset by the continued phase-inphased-in implementation of the Basel III regulations. The decline in ratios compared to first quarter 2015 was primarily driven by increases in risk-weighted assets from growth in earning assets partially offset by net retained income over the period. Additionally, Tier 1 and Total Capital ratios for FHN decreased relative to first quarter 2015 as a result of the redemption of the $200 million trust preferred securities. Throughout 2016,During 2017, capital ratios are expected to remain significantly above well-capitalized standards.

Pursuant to board authority, 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 has not authorized a preferred stock purchase program. The following tables provide information related to securities repurchased by FHN during first quarter 2016:2017:

Table 7—Issuer Purchases of Common Stock

Compensation Plan-Related Repurchase Authority:

 

(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
   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
 

2016

        

2017

        

January 1 to January 31

   49    $12.39     49     30,986     28   $19.71    28    28,223 

February 1 to February 29

   2    $12.15     2     28,541  

February 1 to February 28

   16   $19.89    16    25,697 

March 1 to March 31

   11    $12.89     11     28,530     57   $20.11    57    25,640 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

   62    $12.47     62       101   $19.96    101   
  

 

   

 

   

 

     

 

   

 

   

 

   

Compensation Plan Programs:

 

A consolidated compensation plan share purchase program was announced on August 6, 2004. This actionprogram 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 total amount authorized under this consolidated compensation plan share purchase program, inclusive of a program amendment on April 24, 2006, is 29.6 million shares calculated before adjusting for stock dividends distributed through January 1, 2011. The authorization has been and will continue to be reduced for that portion which relates to compensation plans for which no options remain outstanding, most recently in February 2016.outstanding. The shares may be purchased over the option exercise period of the various compensation plans on or before December 31, 2023. On March 31, 2016,2017, the maximum number of shares that may be purchased under the program was 28.525.6 million shares. Purchases may be made in the open market or through privately negotiated transactions and are subject to market conditions, accumulation of excess equity, prudent capital management, and legal and regulatory restrictions. Management currently does not anticipate purchasing a material number of shares under this authority during 2016.2017.

Other Repurchase Authority:

 

(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
   Total number
of shares
purchased
   Average price
paid per share
   Total number of
shares purchased
as part of publicly
announced programs
   Maximum approximate
dollar value that may
yet be purchased
under the programs
 

2016

        

2017

        

January 1 to January 31

   869    $12.26    869    $122,487     —      N/A   —     $189,690 

February 1 to February 29

   3,910    $12.22    3,910    $74,706  

February 1 to February 28

   —      N/A   —     $189,690 

March 1 to March 31

   1,297    $12.76    1,297    $58,157     —      N/A   —     $189,690 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

   6,076    $12.34    6,076       —      N/A   —     
  

 

   

 

   

 

     

 

   

 

   

 

   
        

(a) Represents total costs including commissions paid.N/A—Not applicable

Other Programs:

 

On January 22, 2014, FHN announced a $100 million share purchase authority with an expiration date of January 31, 2016. On July 21, 2015, FHN announced a $100 million increase in that authority along with an extension of the expiration date to January 31, 2017, and on April 26, 2016, FHN announced a $150 million increase and further extension to January 31, 2018. As of March 31, 2016, $141.82017, $160.3 million in purchases had been made under this $350 million authority at an average price per share of $12.70, $12.68$12.86, $12.84 excluding commissions. Purchases may be made in the open market or through privately negotiated transactions and are subject to market conditions, accumulation of excess equity, prudent capital management, and legal and regulatory restrictions.

ASSET QUALITY-TREND ANALYSIS OF FIRST QUARTER 2016 COMPARED TO FIRST QUARTER 2015QUALITY

Loan 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 commercial, financial, and industrial (“C&I”) and commercial real estate (“CRE”). RetailConsumer loans are composed of consumer real estate; permanent mortgage; and credit card and other. FHN has a concentration of residential real estate loans (29(25 percent of total loans), the majority of which is in the consumer real estate portfolio (27(23 percent of total loans). Industry concentrations are discussed under the heading C&I below.

Consolidated key asset quality metrics for each of these portfolios can be found in Table 15 – Asset Quality by Portfolio.

As economic and real estate conditions develop, enhancements to underwriting and credit policies and guidelines may be necessary or desirable. Credit underwriting guidelines are outlined in Exhibit 13 to FHN’s Annual Report on Form 10-K for the year ended December 31, 2015,2016, in the Loan Portfolio Composition discussion in the Asset Quality Section beginning on page 26 and continuing to page 32.46. FHN’s credit underwriting guidelines and loan product offerings as of March 31, 2016,2017, are generally consistent with those reported and disclosed in the Company’s Form 10-K for the year ended December 31, 2015.

The following is a description of each portfolio:2016.

COMMERCIAL LOAN PORTFOLIOS

C&I

The C&I portfolio was $10.2$11.7 billion on March 31, 2016,2017, and is comprised of loans used for general business purposes and primarily composed of relationship customers in Tennessee and other selected markets that are managed within the regional bank.markets. Typical products include working capital lines of credit, term loan financing of owner-occupied real estate and fixed assets, and trade credit enhancement through letters of credit.

The following table provides the composition of the C&I portfolio by industry as of March 31, 2016,2017, and 2015.December 31, 2016. For purposes of this disclosure, industries are determined based on the North American Industry Classification System (“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.

Table 8—C&I Loan Portfolio by Industry

 

   March 31, 2016  March 31, 2015 
(Dollars in thousands)  Amount   Percent  Amount   Percent 

Industry: 

       

Finance & insurance

  $2,195,481     21 $2,010,337     21

Loans to mortgage companies

   1,495,858     15    1,641,672     17  

Wholesale trade

   843,602     8    793,818     8  

Real estate rental & leasing (a)

   765,939     7    525,249     6  

Healthcare

   723,700     7    773,068     8  

Manufacturing

   712,082     7    700,593     7  

Public administration

   608,593     6    568,470     6  

Transportation & warehousing

   506,568     5    306,404     3  

Other (education, arts, entertainment, etc.) (b)

   2,387,360     24    2,318,744     24  
  

 

 

   

 

 

  

 

 

   

 

 

 

Total C&I loan portfolio

  $10,239,183     100% $9,638,355     100%
  

 

 

   

 

 

  

 

 

   

 

 

 

Certain previously reported amounts have been reclassified to agree with current presentation.

   March 31, 2017  December 31, 2016 

(Dollars in thousands) 

  Amount   Percent  Amount   Percent 

Industry: 

       

Finance & insurance

  $2,575,736    22 $2,573,713    21

Loans to mortgage companies

   1,528,982    13   2,045,189    17 

Accommodation & food service

   965,690    8   987,973    8 

Health care & social assistance

   900,171    8   893,629    7 

Wholesale trade

   827,416    7   826,226    7 

Manufacturing

   813,459    7   762,947    6 

Real estate rental & leasing (a)

   811,214    7   769,457    6 

Public administration

   563,420    5   565,119    5 

Transportation & warehousing

   560,409    5   578,586    5 

Other (education, arts, entertainment, etc) (b)

   2,157,499    18   2,145,248    18 
  

 

 

   

 

 

  

 

 

   

 

 

 

Total C&I loan portfolio

  $11,703,996    100% $12,148,087    100%
  

 

 

   

 

 

  

 

 

   

 

 

 

 

(a)Leasing, rental of real estate, equipment, and goods.
(b)Industries in this category each comprise less than 5 percent for 2016.2017.

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. 35 percent of FHN’s C&I portfolio (Finance and insurance plus Loans to mortgage companies) could be affected by items that uniquely impact the financial services industry. Except “Finance and Insurance” and “Loans to Mortgage Companies”, as discussed below, on March 31, 2017, FHN did not have any other concentrations of C&I loans in any single industry of 10 percent or more of total loans.

Finance and Insurance

The finance and insurance component represents 22 percent of the C&I portfolio 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 March 31, 2017, asset-based lending to consumer finance companies represents approximately $1.0 billion of the finance and insurance component.

TRUPS lending was originally extended as a form of “bridge” financing to participants in the pooled trust preferred securitization program offered primarily to smaller banking (generally less than $15 billion in total assets) and insurance institutions through FHN’s fixed income business. Origination of TRUPS lending ceased in early 2008. Individual TRUPS are re-graded at least quarterly as part of FHN’s commercial loan review process. The terms of these loans generally include a scheduled 30 year balloon payoff and include an option to defer interest for up to 20 consecutive quarters. As of March 31, 2017, and December 31, 2016, one TRUP relationship was on interest deferral.

As of March 31, 2016, finance2017, the unpaid principal balance (“UPB”) of trust preferred loans totaled $333.0 million ($206.7 million of bank TRUPS and $126.3 million of insurance TRUPS) with the largest component, represents 21UPB of other bank-related loans totaling $296.8 million. Inclusive of a valuation allowance on TRUPS of $25.5 million, total reserves (ALLL plus the valuation allowance) for TRUPS and other bank-related loans were $26.7 million or 4 percent of the C&I portfolio. outstanding UPB.

Loans to Mortgage Companies

The balancesbalance of loans to mortgage companies werewas 13 percent of the C&I portfolio as of March 31, 2017, as compared to 17 percent of the C&I portfolio as of December 31, 2016, and 15 percent of the C&I portfolio as of March 31, 2016, as compared to 17 percent of the C&I portfolio in 2015, and includeincludes balances related to both home purchase and refinance activity. This portfolio class, which generally fluctuates with mortgage rates and seasonal factors, includes 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. Generally, lending to mortgage lenders increases when there is a decline in mortgage rates and decreases when rates rise. Significant 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. 36 percent of FHN’s C&I portfolio (Finance and insurance plus Loans to mortgage companies) could be affected by items that uniquely impact the financial services industry. Except “Finance and Insurance”, as discussed below, on March 31, 2016, FHN did not have any other concentrations of C&I loans in any single industry of 10 percent or more of total loans.

Finance and Insurance

The finance and insurance component of the C&I portfolio 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. Finance and insurance also includes approximately $1.0 billion of asset-based lending to consumer financing companies.

TRUPS lending was originally extended as a form of “bridge” financing to participants in the pooled trust preferred securitization program offered primarily to smaller banking (generally less than $15 billion in total assets) and insurance institutions through FHN’s fixed income business. Origination of TRUPS lending ceased in early 2008. Individual TRUPS are re-graded at least quarterly as part of FHN’s commercial loan review process. Typically, the terms of these loans include a prepayment option after a 5 year initial term (with possible triggers of early activation), have a scheduled 30 year balloon payoff, and include an option to defer interest for up to 20 consecutive quarters. As of March 31, 2016, one TRUP relationship was on interest deferral compared to two as of March 31, 2015.

As of March 31, 2016, the unpaid principal balance (“UPB”) of trust preferred loans totaled $333.4 million ($207.1 million of bank TRUPS and $126.3 million of insurance TRUPS) with the UPB of other bank-related loans totaling $218.5 million. Inclusive of a remaining lower of cost or market (“LOCOM”) valuation allowance on TRUPS of $25.5 million, total reserves (ALLL plus the LOCOM) for TRUPS and other bank-related loans were $26.6 million or 5 percent of outstanding UPB.

C&I Asset Quality Trends

Overall, nearly all of the C&I portfolio trends remain strong in 2017, continuing in line with recent historical performance. The C&I ALLL increased $13.2$3.7 million from December 31, 2016, to $80.9$93.1 million as of March 31, 2016. The increase in reserves is driven by loan growth in the regional banking segment and deterioration of a few credits combined with moderation in the amount of upgrades versus downgrades. The increase in the ALLL within the regional bank was partially offset by a $3.5 million decline within non-strategic as a result of a TRUP disposition in fourth quarter 2015.2017. The allowance as a percentage of period-end loans increased to .79.80 percent as of March 31, 2016,2017, from .70.74 percent as of MarchDecember 31, 2015. Net charge-offs were $5.7 million in first quarter 2016 compared to $1.6 million in first quarter 2015. The increase in net charge-offs was within the regional banking segment as first quarter 2016 charge-offs were largely driven by one energy-related credit.2016. Nonperforming C&I loans increased $4.7decreased $2.1 million from MarchDecember 31, 2015,2016, to $38.5$30.7 million on March 31, 2016, driven by a $13.3 million increase in nonperforming loans within the regional bank partially offset by an $8.6 million decrease in non-strategic. In first quarter 2016, a couple of larger credits within the regional bank were placed on nonaccrual. The decline in non-strategic nonperforming loans was because of the fourth quarter 2015 disposition of a TRUP that had been on interest deferral.2017. The nonperforming loan (“NPL”) ratio increased 3decreased 1 basis pointspoint from MarchDecember 31, 2015,2016, to .38.26 percent of C&I loans as of March 31, 2016.2017. The 30+ delinquency ratio increased 30 basis points from March 31, 2015 to .37.17 percent of C&I loans as of March 31, 2017, from .08 percent as of December 31, 2016. This isThe increase was primarily driven by several regional bank relationshipsa few credits, one of which were favorably resolvedhas become current in early second quarter.

quarter 2017. First quarter 2017 experienced net recoveries of $1.1 million compared to $1.6 million of net recoveries in fourth quarter 2016 and $5.7 million of net charge-offs in first quarter 2016. The following table shows C&I asset quality trends by segment.

Table 9—C&I Asset Quality Trends by Segment

 

  2017 
  March 31, 2016   Three months ended 

(Dollars in thousands)

  Regional
Bank
 Non-
Strategic
 Consolidated   Regional Bank Non-Strategic Consolidated 

Period-end loans

  $9,818,258   $420,925   $10,239,183  

Nonperforming loans

   35,025    3,488    38,513  
  

 

  

 

  

 

 

Allowance for loan losses as of January 1, 2016

   72,213    1,424    73,637  

Allowance for loan losses as of January 1

  $88,010  $1,388  $89,398 

Charge-offs

   (6,442  (83  (6,525   (600  —     (600

Recoveries

   759    21    780     1,670   6   1,676 

Provision/(provision credit) for loan losses

   12,941    54    12,995     2,545   88   2,633 
  

 

  

 

  

 

   

 

  

 

  

 

 

Allowance for loan losses as of March 31, 2016

   79,471    1,416    80,887  

Allowance for loan losses as of March 31

  $91,625   1,482   93,107 
  

 

  

 

  

 

   

 

  

 

  

 

 

Troubled debt restructurings

  $20,881   $—     $20,881  
  

 

  

 

  

 

 

30+ Delinq. % (a) (b)

   0.37  0.23  0.37

NPL %

   0.36    0.83    0.38  

Net charge-offs % (qtr. annualized)

   0.24    0.06    0.23     NM   NM   NM 

Allowance / loans %

   0.81  0.34  0.79

Allowance / charge-offs

   3.48  5.65  3.50x     NM   NM   NM 
  

 

  

 

  

 

 
  March 31, 2015 

(Dollars in thousands)

  Regional
Bank
 Non-
Strategic
 Consolidated 
  As of March 31 

Period-end loans

  $9,184,960   $453,395   $9,638,355    $11,284,258  $419,738  $11,703,996 

Nonperforming loans

   21,678   12,133   33,811     26,625   4,061   30,686 

Troubled debt restructurings

   31,392   —     31,392 
  

 

  

 

  

 

   

 

  

 

  

 

 

Allowance for loan losses as of January 1, 2015

   61,998   5,013   67,011  

30+ Delinq. % (a)

   0.18  —    0.17

NPL %

   0.24   0.97   0.26 

Allowance / loans %

   0.81   0.35   0.80 
  

 

  

 

  

 

 
  2016 
  Three months ended 

(Dollars in thousands)

  Regional Bank Non-Strategic Consolidated 

Allowance for loan losses as of January 1

  $72,213  $1,424  $73,637 

Charge-offs

   (3,543 (12 (3,555   (6,442 (83 (6,525

Recoveries

   1,902   51   1,953     759  21  780 

Provision/(provision credit) for loan losses

   2,359   (116 2,243     12,941  54  12,995 
  

 

  

 

  

 

   

 

  

 

  

 

 

Allowance for loan losses as of March 31, 2015

   62,716   4,936   67,652  

Allowance for loan losses as of March 31

  $79,471  $1,416  $80,887 
  

 

  

 

  

 

   

 

  

 

  

 

 

Net charge-offs % (qtr. annualized)

   0.24 0.06 0.23

Allowance / charge-offs

   3.48 5.65 3.50
  

 

  

 

  

 

 
  As of December 31 

Period-end loans

  $11,728,160  $419,927  $12,148,087 

Nonperforming loans

   28,619  4,117  32,736 

Troubled debt restructurings

  $26,317   $—     $26,317     34,334   —    34,334 
  

 

  

 

  

 

   

 

  

 

  

 

 

30+ Delinq. % (a)

   0.07 0.08 0.07   0.08 —   0.08

NPL %

   0.24   2.68   0.35     0.24  0.98  0.27 

Net charge-offs % (qtr. annualized)

   0.08   NM   0.07  

Allowance / loans %

   0.68 1.09 0.70   0.75  0.33  0.74 

Allowance / charge-offs

   9.42 NM   10.41
  

 

  

 

  

 

 

NM—Not meaningful

Loans are expressed net of unearned income.

 

(a)30+ Delinquency % includes all accounts delinquent more than one month and still accruing interest.
(b)1Q16 increase was driven by regional bank C&I but over half were favorably resolved in early second quarter 2016.

Commercial Real Estate

The CRE portfolio was $1.8$2.2 billion on March 31, 2016.2017. The CRE portfolio includes both financings for commercial construction and nonconstruction loans. This portfolio is segregated between the income-producing CRE class which contains loans, draws on lines and letters of credit to commercial real estate developers for the construction and mini-permanent financing of income-producing real estate, and the residential CRE class. Subcategories of income CRE consist of retail (26multi-family (32 percent), multi-family (25retail (23 percent), office (14 percent), industrial (14(16 percent), hospitality (13 percent), land/land development (3industrial (11 percent), and other (5 percent).

The residential CRE class includes loans to residential builders and developers for the purpose of constructing single-family homes, condominiums, and town homes. Until the 2015 acquisition of TAB, the activeActive residential CRE lending within the regional banking footprint washas been minimal with nearly all new originations limited to tactical advances to facilitate workout strategies with existing clients and selected new transactions with “strategic” clients. FHN considers a “strategic” residential CRE borrower as a homebuilder within the regional banking footprint who remained profitable during the most recent down cycle. FHN’s strategy with the recently acquired TAB portfolio is to continue to serve existing customers, but not materially grow overall exposure.

CRE Asset Quality Trends

The CRE portfolio had continued strongstable performance in first quarter 2016as of March 31, 2017, with nonperforming loans down $3.9$.4 million from a year ago. The allowance increased $8.0 million from first quarter 2015 to $25.6 millionDecember 31, 2016, net recoveries in first quarter 2016.2017, and minimal past due activity. The increase in allowance is primarily driven by loan growth as balances increased $528.0decreased $3.0 million from a year ago.December 31, 2016, to $30.9 million as of March 31, 2017. Allowance as a percentage of loans increased 5decreased 17 basis points from first quarter 2015December 31, 2016, to 1.391.42 percent as of March 31, 2016. Net charge-offs were not material in either period.

2017. Nonperforming loans as a percentage of total CRE loans improved 502 basis points from first quarter 2015year-end to .51.11 percent as of March 31, 2016.2017. Accruing delinquencies as a percentage of period-end loans improved 15increased 2 basis points from March 31, 2015,year-end to .18.03 percent as of March 31, 2017. FHN recognized net recoveries of $.2 million in first quarter 2017 compared to net charge-offs of $.4 million in first quarter 2016. The following table shows commercial real estate asset quality trends by segment.

Table 10—Commercial Real Estate Asset Quality Trends by Segment

 

  2017 
  March 31, 2016   Three months ended 

(Dollars in thousands)

  Regional
Bank
 Non-
Strategic
 Consolidated   Regional Bank Non-Strategic Consolidated 

Period-end loans

  $1,848,569   $NM   $1,848,569  

Nonperforming loans

   9,472    NM    9,472  
  

 

  

 

  

 

 

Allowance for loan losses as of January 1, 2016

   25,159    NM    25,159  

Allowance for loan losses as of January 1

  $33,852  $—    $33,852 

Charge-offs

   (642  NM    (642   —     —     —   

Recoveries

   222    NM    222     195   26   221 

Provision/(provision credit) for loan losses

   887    NM    887     (3,159  (26  (3,185
  

 

  

 

  

 

   

 

  

 

  

 

 

Allowance for loan losses as of March 31, 2016

   25,626    NM    25,626  

Allowance for loan losses as of March 31

  $30,888   —     30,888 
  

 

  

 

  

 

   

 

  

 

  

 

 

Net charge-offs % (qtr. annualized)

   NM   NM   NM 

Allowance / charge-offs

   NM   NM   NM 
  

 

  

 

  

 

 
  As of March 31 

Period-end loans

  $2,173,311  $—    $2,173,311 

Nonperforming loans

   2,395   —     2,395 

Troubled debt restructurings

  $8,810   $—     $8,810     3,096   —     3,096 
  

 

  

 

  

 

   

 

  

 

  

 

 

30+ Delinq. % (a)

   0.18  NM    0.18   0.03  —    0.03

NPL %

   0.51    NM    0.51     0.11   —     0.11 

Net charge-offs % (qtr. annualized)

   0.10    NM    0.10  

Allowance / loans %

   1.39  NM    1.39   1.42   —     1.42 

Allowance / charge-offs

   15.16x    NM    15.16x  
  

 

  

 

  

 

 
  2016 
  March 31, 2015   Three months ended 

(Dollars in thousands)

  Regional
Bank
 Non-
Strategic
 Consolidated   Regional Bank Non-Strategic Consolidated 

Period-end loans

  $1,320,218   $679   $1,320,897  

Nonperforming loans

   13,212   124   13,336  
  

 

  

 

  

 

 

Allowance for loan losses as of January 1, 2015

   18,158   416   18,574  

Allowance for loan losses as of January 1

  $25,159   —    $25,159 

Charge-offs

   (694 (93 (787   (642  —    (642

Recoveries

   611   80   691     194  28  222 

Provision/(provision credit) for loan losses

   (466 (347 (813   915  (28 887 
  

 

  

 

  

 

   

 

  

 

  

 

 

Allowance for loan losses as of March 31, 2015

   17,609   56   17,665  

Allowance for loan losses as of March 31

  $25,626   —    $25,626 
  

 

  

 

  

 

   

 

  

 

  

 

 

Net charge-offs % (qtr. annualized)

   0.10 NM  0.10

Allowance / charge-offs

   14.23 NM  15.16
  

 

  

 

  

 

 
  As of December 31 

Period-end loans

  $2,135,523  $—    $2,135,523 

Nonperforming loans

   2,776   —    2,776 

Troubled debt restructurings

  $8,505   $—     $8,505     3,124   —    3,124 
  

 

  

 

  

 

   

 

  

 

  

 

 

30+ Delinq. % (a)

   0.32 14.87 0.33   0.01 —   0.01

NPL %

   1.00   18.31   1.01     0.13   —    0.13 

Net charge-offs % (qtr. annualized)

   0.03   2.64   0.03  

Allowance / loans %

   1.33 8.22 1.34   1.59   —    1.59 

Allowance / charge-offs

   52.33 1.06x   45.37
  

 

  

 

  

 

 

Certain previously reported amounts have been reclassified to agree with current presentation.

NM—Not meaningful

Loans are expressed net of unearned income.

 

(a)30+ Delinquency % includes all accounts delinquent more than one month and still accruing interest.

RETAILCONSUMER LOAN PORTFOLIOS

Consumer Real Estate

The consumer real estate portfolio was $4.7$4.5 billion on March 31, 2016,2017, and is primarily composed of home equity lines and installment loans including restricted balances (loans consolidated under ASC 810). The largest geographical concentrations of balances as of March 31, 2016,2017, are in Tennessee (65(70 percent) and California (7(5 percent) with no other state representing more than 3 percent of the portfolio. As of March 31, 2016,2017, approximately 6471 percent of the consumer real estate portfolio was in a first lien position. At origination, weighted average FICO score of this portfolio was 748750 and refreshed FICO scores averaged 744748 as of March 31, 2016,2017, as compared to 745750 and 739,747, respectively, as of MarchDecember 31, 2015.2016. Generally, performance of this portfolio is affected by life events that affect borrowers’ finances, the level of unemployment, and home prices.

Home equity lines of credit (“HELOCs”) comprise $2.0$1.6 billion of the consumer real estate portfolio as of March 31, 2016.2017. 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 automatically frozen if a borrower becomes 45 days or more 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 March 31, 2017, and December 31, 2016, approximately 6563 percent of FHN’s HELOCs are in the draw period, compared to 72 percent as of March 31, 2015.period. Based on when draw periods are scheduled to end per the line agreement, it is expected that $754.0$502.5 million, or 5850 percent of HELOCs currently in the draw period, will have entered the repayment period during the next 60 months. Delinquencies and charge-off rates 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, performance of these loans usually begins to stabilize. The home equity lines of the consumer real estate portfolio are being monitored closely for those nearing the end of the draw period and borrowers are initially being contacted proactively early inat least 24 months before the process.repayment period begins to remind the customer of the terms of their agreement and to inform them of options. The following table shows the HELOCs currently in the draw period and expected timing of conversion to the repayment period.

Table 11—HELOC Draw To Repayment Schedule

 

  March 31, 2016 March 31, 2015   March 31, 2017 December 31, 2016 

(Dollars in thousands)

  Repayment
Amount
   Percent Repayment
Amount
   Percent   Repayment
Amount
   Percent Repayment
Amount
   Percent 

Months remaining in draw period:

              

0-12

  $212,210     16 $370,776     22  $200,551    20 $212,665    20

13-24

   256,754     20   261,035     15     102,435    10  127,662    12 

25-36

   129,883     10   297,851     18     63,096    6  73,331    7 

37-48

   75,070     6   140,544     8     63,953    7  68,768    6 

49-60

   80,104     6   85,257     5     72,505    7  68,792    7 

>60

   542,815     42   553,395     32     504,152    50  514,126    48 
  

 

   

 

  

 

   

 

   

 

   

 

  

 

   

 

 

Total

  $1,296,836     100 $1,708,858     100  $1,006,692    100 $1,065,344    100
  

 

   

 

  

 

   

 

   

 

   

 

  

 

   

 

 

Consumer Real Estate Asset Quality Trends

Overall, performance of the consumer real estate portfolio improvedremained strong in first quarter 2016 when compared2017. Specifically, the regional bank’s asset quality metrics were relatively stable from a year ago, with first quarter 2015.the exception of NPLs as a percentage of loans which increased 3 basis points from year-end to .55 percent as of March 31, 2017. The non-strategic segment is a run-off portfolio and while the absolute dollars of delinquencies and nonaccruals as well as the 30+ accruing delinquencies ratio improved from year-end, nonperforming loans ratios deteriorated and may become more skewed as the portfolio shrinks and some of the stronger borrowers payoff or refinance elsewhere. The ALLL decreased $41.9 millionslightly from first quarter 2015December 31, 2016, to $67.3$49.7 million as of March 31, 2016,2017, with 86 percentthe majority of the decline attributable to the non-strategic segment. The allowance as a percentage of loans was 1.44remained at 1.11 percent as of March 31, 2016,2017, compared to 2.22 percent as of March 31, 2015. The 78 basis point decline in the allowance as a percentage of loans from first quarter 2015 to first quarter 2016 is the result of continued run-off of the balances within the non-strategic portfolios, sustained levels of low net charge offs, and continued improvement/stabilization of property values.year-end. The balance of nonperforming loans was $114.0declined $1.5 million and $119.4to $81.3 million as ofon March 31, 2016, and 2015, respectively, and the decrease was largely related to both improvement and run-off in the non-strategic segment of the portfolio.2017. Loans delinquent 30 or more days and still accruing declined from $48.3$42.1 million as of December 31, 2016, to $38.4 million as of March 31, 2015,2017. The portfolio realized net recoveries of $1.8 million in first quarter 2017 compared to $38.3net recoveries of $2.2 million asin fourth quarter 2016 and net charge-offs of March 31, 2016. Net charge-offs were $1.2 million in first quarter 2016 compared to $3.8 million in first quarter 2015. The improvement in net charge-offs is the result of enhanced recovery efforts, improved borrower performance and stronger underlying collateral values.2016. The following table shows consumer real estate asset quality trends by segment.

Table 12—Consumer Real Estate Asset Quality Trends by Segment

 

  2017 
  March 31, 2016   Three months ended 

(Dollars in thousands)

  Regional
Bank
 Non-
Strategic
 Consolidated   Regional Bank Non-Strategic Consolidated 

Period-end loans

  $3,530,752   $1,159,478   $4,690,230  

Nonperforming loans

   26,776    87,238    114,014  
  

 

  

 

  

 

 

Allowance for loan losses as of January 1, 2016

   29,108    51,506    80,614  

Allowance for loan losses as of January 1

  $19,010  $31,347  $50,357 

Charge-offs

   (1,563  (5,363  (6,926   (732  (3,117  (3,849

Recoveries

   1,001    4,734    5,735     903   4,773   5,676 

Provision/(provision credit) for loan losses

   (1,944  (10,158  (12,102   23   (2,527  (2,504
  

 

  

 

  

 

   

 

  

 

  

 

 

Allowance for loan losses as of March 31, 2016

   26,602    40,719    67,321  

Allowance for loan losses as of March 31

  $19,204   30,476   49,680 
  

 

  

 

  

 

   

 

  

 

  

 

 

Net charge-offs % (qtr. annualized)

   NM   NM   NM 

Allowance / charge-offs

   NM   NM   NM 
  

 

  

 

  

 

 
  As of March 31 

Period-end loans

  $3,655,301  $801,510  $4,456,811 

Nonperforming loans

   20,054   61,288   81,342 

Troubled debt restructurings

  $49,228   $112,900   $162,128     45,790   100,682   146,472 
  

 

  

 

  

 

   

 

  

 

  

 

 

30+ Delinq. % (a)

   0.46  1.91  0.82   0.48  2.60  0.86

NPL %

   0.76    7.52    2.43     0.55   7.65   1.83 

Net charge-offs % (qtr. annualized)

   0.06    0.21    0.10  

Allowance / loans %

   0.75  3.51  1.44   0.53   3.80   1.11 

Allowance / charge-offs

   11.78x    16.09x    14.06x  
  

 

  

 

  

 

 
  2016 
  March 31, 2015   Three months ended 

(Dollars in thousands)

  Regional
Bank
 Non-
Strategic
 Consolidated   Regional Bank Non-Strategic Consolidated 

Period-end loans

  $3,357,970   $1,564,847   $4,922,817  

Nonperforming loans

   28,234   91,166   119,400  
  

 

  

 

  

 

 

Allowance for loan losses as of January 1, 2015

   32,180   80,831   113,011  

Allowance for loan losses as of January 1

  $29,108  $51,506  $80,614 

Charge-offs

   (2,047 (6,490 (8,537   (1,563 (5,363 (6,926

Recoveries

   801   3,923   4,724     1,001  4,734  5,735 

Provision/(provision credit) for loan losses

   1,640   (1,593 47     (1,944 (10,158 (12,102
  

 

  

 

  

 

   

 

  

 

  

 

 

Allowance for loan losses as of March 31, 2015

   32,574   76,671   109,245  

Allowance for loan losses as of March 31

  $26,602  $40,719  $67,321 
  

 

  

 

  

 

   

 

  

 

  

 

 

Net charge-offs % (qtr. annualized)

   0.06 0.21 0.10

Allowance / charge-offs

   11.78 16.09 14.06
  

 

  

 

  

 

 
  As of December 31 

Period-end loans

  $3,642,894  $880,858  $4,523,752 

Nonperforming loans

   18,865  63,947  82,812 

Troubled debt restructurings

  $54,619   $116,992   $171,611     47,478  105,982  153,460 
  

 

  

 

  

 

   

 

  

 

  

 

 

30+ Delinq. % (a)

   0.55 1.92 0.98   0.49 2.76 0.93

NPL %

   0.84   5.83   2.43     0.52  7.26  1.83 

Net charge-offs % (qtr. annualized)

   0.15   0.64   0.31  

Allowance / loans %

   0.97 4.90 2.22   0.52  3.56  1.11 

Allowance / charge-offs

   6.45x   7.36x   7.06x  
  

 

  

 

  

 

 

NM—Not meaningful

Loans are expressed net of unearned income.

 

(a)30+ Delinquency % includes all accounts delinquent more than one month and still accruing interest.

Permanent Mortgage

The permanent mortgage portfolio was $.4 billion on March 31, 2016.2017. This portfolio is primarily composed of jumbo mortgages and one-time-close (“OTC”) completed construction loans in the non-strategic segment that were originated through legacy businesses. The regional banking segment primarily includes recently acquired mortgage loans associated with FHN’s CRA initiatives. The corporate segment includes loans that were previously included in off-balance sheet proprietary securitization trusts. These loans were brought back into the loan portfolios at fair value through the execution of cleanup calls due to the relatively small balances left in the securitization.securitization and should continue to run-off. Approximately 2420 percent of loan balances as of March 31, 2016,2017, are in California, but the remainder of the portfolio is somewhat geographically diverse. Run-offNon-strategic and corporate segment run-off contributed to a majority of the $68.9$13.9 million net decrease in permanent mortgage period-end balances from first quarter 2015December 31, 2016, to first quarter 2016.March 31, 2017.

The permanent mortgage portfolios within the non-strategic and corporate segments are run-off portfolios. As a result, asset quality metrics may become skewed as the portfolio shrinks and some of the stronger borrowers payoff or refinance elsewhere. The ALLL decreased to $18.8$.4 million as of March 31, 2016,2017, from $20.2$16.3 million as of MarchDecember 31, 2015.2016. TDR reserves (which are estimates of losses for the expected life of the loan) comprise 9173 percent of the ALLL for the permanent mortgage portfolio as of March 31, 2016. Accruing2017. Consolidated accruing delinquencies as a percentage of total loans decreasedincreased 21 basis points from 2.76year-end to 2.57 percent in first quarter 2015 to 2.50 percent in first quarter 2016.as of March 31, 2017. Nonperforming loans declined $2.7increased $1.7 million to $30.2$28.8 million as of March 31, 2016, although NPLs as a percentage2017. The portfolio realized net recoveries of loans increased from 6.43 percent as of March 31, 2015, to 6.83 percent as of March 31, 2016, because of a decline in total permanent mortgage loans. Annualized net charge-offs as a percentage of average loans were .44 percent$.4 million in first quarter 2015, which cannot be2017 compared meaningfully with the annualizedto net recoveries experiencedof $.7 million in first quarter 2016. The following table shows permanent mortgage asset quality trends by segment.

Table 13—Permanent Mortgage Asset Quality Trends by Segment

 

  2017 
  March 31, 2016   Three months ended 

(Dollars in thousands)

  Regional
Bank
 Corporate (a) Non-
Strategic
 Consolidated   Regional Bank Corporate (a) Non-Strategic Consolidated 

Period-end loans

  $28,031   $92,292   $322,468   $442,791  

Nonperforming loans

   437    927    28,876    30,240  
  

 

  

 

  

 

  

 

 

Allowance for loan losses as of January 1, 2016

   140    NM    18,807    18,947  

Allowance for loan losses as of January 1

  $1,215   N/A  $15,074  $16,289 

Charge-offs

   —      NM    (112  (112   —     N/A   (483  (483

Recoveries

   —      NM    779    779     —     N/A   903   903 

Provision/(provision credit) for loan losses

   243    NM    (1,103  (860   642   N/A   (1,458  (816
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Allowance for loan losses as of March 31, 2016

   383    NM    18,371    18,754  

Allowance for loan losses as of March 31

  $1,857   N/A  $14,036  $15,893 
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Net charge-offs % (qtr. annualized)

   —    N/A   NM   NM 

Allowance / charge-offs

   NM   N/A   NM   NM 
  

 

  

 

  

 

  

 

 
  As of March 31 

Period-end loans

  $84,197  $67,490  $257,548  $409,235 

Nonperforming loans

   388   1,521   26,924   28,833 

Troubled debt restructurings

  $1,063   $4,787   $91,024   $96,874     956   4,277   83,510   88,743 
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

30+ Delinq. % (b)

   1.82  3.66  2.22  2.50   0.58  4.25  2.78  2.57

NPL %

   1.56    1.00    8.95    6.83     0.46   2.25   10.45   7.05 

Net charge-offs % (qtr. annualized)

   -    NM    NM    NM  

Allowance / loans %

   1.37  NM    5.70  4.24   2.21   N/A   5.45   3.88 

Allowance / charge-offs

   NM    NM    NM    NM  
  

 

  

 

  

 

  

 

 
  2016 
  March 31, 2015   Three months ended 

(Dollars in thousands)

  Regional
Bank
 Corporate (a) Non-
Strategic
 Consolidated   Regional Bank Corporate (a) Non-Strategic Consolidated 

Period-end loans

  $10,187   $122,657   $378,864   $511,708  

Nonperforming loans

   496   2,805   29,626   32,927  
  

 

  

 

  

 

  

 

 

Allowance for loan losses as of January 1, 2015

   167   NM   18,955   19,122  

Allowance for loan losses as of January 1

  $140  N/A  $18,807  $18,947 

Charge-offs

   (2 NM   (1,182 (1,184   —    N/A  (112 (112

Recoveries

   —     NM   618   618     —    N/A  779  779 

Provision/(provision credit) for loan losses

   (130 NM   1,760   1,630     243  N/A  (1,103 (860
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Allowance for loan losses as of March 31, 2015

   35   NM   20,151   20,186  

Allowance for loan losses as of March 31

  $383  N/A  $18,371  $18,754 
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Net charge-offs % (qtr. annualized)

   —   N/A  NM  NM 

Allowance / charge-offs

   NM  N/A  NM  NM 
  

 

  

 

  

 

  

 

 
  As of December 31 

Period-end loans

  $76,973  $71,380  $274,772  $423,125 

Nonperforming loans

   393  1,186  25,602  27,181 

Troubled debt restructurings

  $8,250   $7,247   $95,342   $110,839     878  3,792  89,256  93,926 
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

30+ Delinq. % (b)

   4.28 3.41 2.50 2.76   0.72 4.37 2.29 2.36

NPL %

   4.87   2.29   7.82   6.43     0.51  1.66  9.32  6.42 

Net charge-offs % (qtr. annualized)

   0.08   NM   0.59   0.44  

Allowance / loans %

   0.34 NM   5.32 3.94   1.58  N/A  5.49  3.85 

Allowance / charge-offs

   4.10x   NM   8.82x   8.79x  
  

 

  

 

  

 

  

 

 

NM—Not meaningful

Loans are expressed net of unearned income.

 

(a)TheAn allowance has not been established for these loans as the valuation adjustment taken upon exercise of clean-up calls included expected losses.
(b)30+ Delinquency % includes all accounts delinquent more than one month and still accruing interest.

Credit Card and Other

The credit card and other portfolio, which is primarily within the regional banking segment, was $.4$.3 billion as of March 31, 2016,2017, and primarily includeincludes credit card receivables, other consumer-related credits, and automobile loans. The allowance decreasedincreased to $11.4$12.4 million as of March 31, 2017, from $12.2 million as of December 31, 2016. Loans 30 days or more delinquent and accruing as a percentage of loans decreased 17 basis points from December 31, 2016, from $13.6 millionto 1.00 percent as of March 31, 2015.2017. In first quarter 2016,2017, FHN recognized $2.5$2.6 million of net charge-offs in the credit card and other portfolios,portfolio, compared to $3.0$2.5 million in first quarter 2015. Annualized net charge-offs as a percentage of average loans decreased 65 basis points from first quarter 2015 to 2.86 percent in first quarter 2016. Loans 30 days or more delinquent and accruing remained relatively flat, but as a percentage of loans declined from 1.20 percent in first quarter 2015 to 1.13 percent in first quarter 2016. The following table shows credit card and other asset quality trends by segment.

Table 14—Credit Card and Other Asset Quality Trends by Segment

 

  2017 
  March 31, 2016   Three months ended 

(Dollars in thousands)

  Regional
Bank
 Non-
Strategic
 Consolidated   Regional Bank Non-Strategic Consolidated 

Period-end loans

  $344,700   $9,521   $354,221  

Nonperforming loans

   613    733    1,346  
  

 

  

 

  

 

 

Allowance for loan losses as of January 1, 2016

   10,966    919    11,885  

Allowance for loan losses as of January 1

  $11,995  $177  $12,172 

Charge-offs

   (3,354  (53  (3,407   (3,442  (39  (3,481

Recoveries

   781    107    888     794   43   837 

Provision/(provision credit) for loan losses

   2,612    (532  2,080     3,047   (175  2,872 
  

 

  

 

  

 

   

 

  

 

  

 

 

Allowance for loan losses as of March 31, 2016

   11,005    441    11,446  

Allowance for loan losses as of March 31

  $12,394   6   12,400 
  

 

  

 

  

 

   

 

  

 

  

 

 

Net charge-offs % (qtr. annualized)

   3.15  NM   3.08

Allowance / charge-offs

   1.15  NM   1.16
  

 

  

 

  

 

 
  As of March 31 

Period-end loans

  $339,560  $7,161  $346,721 

Nonperforming loans

   —     136   136 

Troubled debt restructurings

  $289   $56   $345     244   25   269 
  

 

  

 

  

 

   

 

  

 

  

 

 

30+ Delinq. % (a)

   1.13  1.23  1.13   0.98  1.84  1.00

NPL %

   0.18    7.70    0.38     —     1.90   0.04 

Net charge-offs % (qtr. annualized)

   3.01    NM    2.86  

Allowance / loans %

   3.19  4.63  3.23   3.65   0.08   3.58 

Allowance / charge-offs

   1.06x    NM    1.13x  
  

 

  

 

  

 

 
  2016 
  March 31, 2015   Three months ended 

(Dollars in thousands)

  Regional
Bank
 Non-
Strategic
 Consolidated   Regional Bank Non-Strategic Consolidated 

Period-end loans

  $327,015   $11,331   $338,346  

Nonperforming loans

   —     755   755  
  

 

  

 

  

 

 

Allowance for loan losses as of January 1, 2015

   14,310   420   14,730  

Allowance for loan losses as of January 1

  $10,966  $919  $11,885 

Charge-offs

   (3,622 (314 (3,936   (3,354 (53 (3,407

Recoveries

   848   45   893     781  107  888 

Provision/(provision credit) for loan losses

   1,512   381   1,893     2,612  (532 2,080 
  

 

  

 

  

 

   

 

  

 

  

 

 

Allowance for loan losses as of March 31, 2015

   13,048   532   13,580  

Allowance for loan losses as of March 31

  $11,005  $441  $11,446 
  

 

  

 

  

 

   

 

  

 

  

 

 

Net charge-offs % (qtr. annualized)

   3.01 NM  2.86

Allowance / charge-offs

   1.06 NM  1.13
  

 

  

 

  

 

 
  As of December 31 

Period-end loans

  $351,198  $7,835  $359,033 

Nonperforming loans

   —    142  142 

Troubled debt restructurings

  $381   $103   $484     274  32  306 
  

 

  

 

  

 

   

 

  

 

  

 

 

30+ Delinq. % (a)

   1.19 1.40 1.20   1.16 1.73 1.17

NPL %

   —     6.66   0.22     —    1.82  0.04 

Net charge-offs % (qtr. annualized)

   3.31   9.24   3.51  

Allowance / loans %

   3.99 4.69 4.01   3.42  2.26  3.39 

Allowance / charge-offs

   1.16x   0.49x   1.10x  
  

 

  

 

  

 

 

NM—Not meaningful

Loans are expressed net of unearned income.

 

(a)30+ Delinquency % includes all accounts delinquent more than one month and still accruing interest.

The following table provides additional asset quality data by loan portfolio:

Table 15—Asset Quality by Portfolio

 

  March 31   March 31 December 31 
  2016 2015   2017 2016 

Key Portfolio Details

      

C&I

      

Period-end loans ($ millions)

  $10,239   $9,638    $11,704  $12,148 

30+ Delinq. % (a) (b)

   0.37 0.07   0.17 0.08

NPL %

   0.38   0.35     0.26  0.27 

Charge-offs % (qtr. annualized)

   0.23   0.07     NM  NM 

Allowance / loans %

   0.79 0.70   0.80 0.74

Allowance / charge-offs

   3.50x  10.41x     NM  NM 

Commercial Real Estate

      

Period-end loans ($ millions)

  $1,849   $1,321    $2,173  $2,136 

30+ Delinq. % (a)

   0.18 0.33   0.03 0.01

NPL %

   0.51   1.01     0.11  0.13 

Charge-offs % (qtr. annualized)

   0.10   0.03     NM  0.09 

Allowance / loans %

   1.39 1.34   1.42 1.59

Allowance / charge-offs

   15.16x  45.37x     NM  17.56

Consumer Real Estate

      

Period-end loans ($ millions)

  $4,690   $4,923    $4,457  $4,524 

30+ Delinq. % (a)

   0.82 0.98   0.86 0.93

NPL %

   2.43   2.43     1.83  1.83 

Charge-offs % (qtr. annualized)

   0.10   0.31     NM  NM 

Allowance / loans %

   1.44 2.22   1.11 1.11

Allowance / charge-offs

   14.06x  7.06x    NM  NM 

Permanent Mortgage

      

Period-end loans ($ millions)

  $443   $512    $409  $423 

30+ Delinq. % (a)

   2.50 2.76   2.57 2.36

NPL %

   6.83   6.43     7.05  6.42 

Charge-offs % (qtr. annualized)

   NM   0.44     NM  NM 

Allowance / loans %

   4.24 3.94   3.88 3.85

Allowance / charge-offs

   NM   8.79x    NM  NM 

Credit Card and Other

      

Period-end loans ($ millions)

  $354   $338    $347  $359 

30+ Delinq. % (a)

   1.13 1.20   1.00 1.17

NPL %

   0.38   0.22     0.04  0.04 

Charge-offs % (qtr. annualized)

   2.86   3.51     3.08  3.25 

Allowance / loans %

   3.23 4.01   3.58 3.39

Allowance / charge-offs

   1.13x  1.10x    1.16 1.04

NM – Not meaningful

Loans are expressed net of unearned income.

 

(a)30+ Delinquency % includes all accounts delinquent more than one month and still accruing interest.
(b)1Q161Q17 increase was primarily driven by regional banka few credits within the C&I but over half were favorably resolvedportfolio, one of which has become current in early second quarter 2016.2017.

Allowance for Loan Losses

Management’s policy is to maintain the ALLL at a level sufficient to absorb estimated probable incurred losses in the loan portfolio. The total allowance for loan losses decreased 11 percent from first quarter 2015 to $204.0$202.0 million on March 31, 2017, from $202.1 million on December 31, 2016. The ALLL as of March 31, 2016,2017, reflects strong asset quality with the consumer real estate portfolio continuing to improvestabilize, historically low levels of net charge-offs, and declining non-strategic balances declining but with some deterioration within the regional bank commercial portfolio.balances. The ratio of allowance for loan losses to total loans, net of unearned income, decreasedincreased to 1.161.06 percent on March 31, 2016,2017, from 1.361.03 percent on MarchDecember 31, 2015.2016.

The provision for loan losses is the charge to earnings necessary to maintain the ALLL at a sufficient level reflecting management’s estimate of probable incurred losses in the loan portfolio. The provision for loan losses decreasedwas a credit of $1.0 million in first quarter 2017 compared to $3.0 million in first quarter 2016 from $5.0 million in first quarter 2015.2016.

FHN expects asset quality trends to remain relatively stable for the near term if the slow economic recoverygrowth of the economy continues. The C&I portfolio is expected to continue to show stable trends but short-term variability (both positive and negative) is possible.possible primarily due to the size of the credits within this portfolio. The CRE portfolio metrics should be relatively stableconsistent as FHN has observedexpects stable property values stabilizing/improving.over the near term; however, oversupply of any CRE product type, changes in the lending environment, or economic uncertainty could result in decreased property values (which could happen abruptly). The remaining non-strategic

consumer real estate and permanent mortgage portfolios should continue to steadily wind down. Asset quality metrics within non-strategic may become skewed as the portfolio continues to shrink and the denominator of asset quality ratios becomes smaller.shrink. Continued stabilization in performance of the consumer real estate portfolio assumes an ongoing economic recovery as consumer delinquency and loss rates are correlated with unemployment trends and strength of the housing market.

Consolidated Net Charge-offs

NetOverall, net charge-offs remained relatively flatcontinue to be at historical lows. First quarter 2017 experienced net recoveries of $.9 million compared to $9.2 million of net charge-offs in first quarter 2016.

The commercial portfolio experienced $1.3 million of net recoveries in first quarter 2017 compared to net charge-offs of $6.2 million in first quarter 2016. The ALLL was 5.51 times annualized net charge-offs for first quarter 2016 compared with 6.17 times annualized net charge-offs for first quarter 2015. The annualized net charge-offs to average loans ratio declined by 2 basis points to .21 percent. Net charge-off levels remain at historical lows.

Commercial net charge-offs were $6.2 million in first quarter 2016 compared to $1.7 million in first quarter 2015. The increase in first quarter 2016 was primarily driven by a $5.7 million charge-off associated with one large regional bank C&I credit. Consolidated net charge-offs in the consumer portfolios declined 59 percent from first quarter 2015 to $3.0 million in first quarter 2016. The decline in consumer net charge-offs was largely driven byIn addition, the consumer real estate portfolio experienced net recoveries of $1.8 million in both the non-strategicfirst quarter 2017 compared to $1.2 million in net charge-offs during first quarter 2016. Permanent mortgage and regional banking segments. The improvement is due to enhanced recovery efforts leading to an increase in recoveries from a year ago, stabilization/improvement of property values, continued declines in balances within the non-strategic portfolio,credit card and overall improvement in performanceother remained relatively flat compared to a year ago.

Nonperforming Assets

Nonperforming loans are loans placed on nonaccrual status if it becomes probableevident that full collection of principal and interest will not be collected in accordance with contractual terms,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 atypical loan structures or other borrower-specific issues. Included in nonaccruals are loans in which FHN continues to receive payments, including residential real estate loans where the borrower has been discharged of personal obligation through bankruptcy and second liens, regardless of delinquency status, behind first liens that are 90 or more days past due, are bankruptcies, or are TDRs. These, along with foreclosed real estate, excluding foreclosed real estate from government insured mortgages, represent nonperforming assets (“NPAs”).

Total nonperforming assets (including NPLs HFS) decreased to $219.6$161.3 million on March 31, 2016,2017, from $236.8$164.6 million on MarchDecember 31, 2015.2016. The nonperforming assets ratio (nonperforming assets excluding NPLs HFS to total period-end loans plus foreclosed real estate and other assets) decreasedremained flat at .80 percent as of March 31, 2017, compared to 1.20 percent in first quarter 2016 from 1.37 percent in first quarter 2015 due to a 41 percent decrease in foreclosed real estate (excluding foreclosed real estate from government insured mortgages) and a 3 percent decline in portfolio nonperforming loans from first quarter 2015 to first quarterDecember 31, 2016. Portfolio nonperforming loans declined $6.6$2.3 million from first quarter 2015December 31, 2016, to $193.6$143.4 million on March 31, 2016.2017. The decline in nonperforming loans was primarily driven by a decrease in consumer real estate and permanent mortgage nonperforming loans within the non-strategic segment as well as a decline in commercial real estate loansportfolio. This decrease was largely driven by payoffs within the regional bank.

Nonperforming C&I loans increased to $38.5 million in 2016 from $33.8 million in 2015. Commercial real estate NPLs decreased $3.9 million to $9.5 million in 2016. Consumer nonperforming loans decreased $7.5 million from $153.1 million in 2015 to $145.6 million in 2016, primarily due to a $3.9 million decline in non-strategic consumer real estate NPLs and a $1.9 million decline in corporate permanent mortgage.portfolio.

The ratio of the ALLL to NPLs in the loan portfolio was 1.051.41 times in 2016as of March 31, 2017, compared to 1.141.39 times in 2015, driven by a decrease in the ALLL which was partially offset by lower nonperforming loans.as of December 31, 2016. 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 loss content has been recognized through a partial charge-off, typically reserves are not recorded.

Table 16 provides an activity rollforward of foreclosed real estate balances for March 31, 20162017 and 2015.2016. The balance of foreclosed real estate, exclusive of inventory from government insured mortgages, decreased to $10.3 million as of March 31, 2017, from $17.5 million as of March 31, 2016, from $29.7 million as of March 31, 2015, as FHN has executed sales of existing foreclosed assets and continued efforts to avoid foreclosures by restructuring loans and working with borrowers while also executing sales of existing foreclosed assets.borrowers. Additionally, property values have stabilized which also affect the balance of foreclosed real estate. See the discussion of Foreclosure Practices in the Market Uncertainties and Prospective Trends section of MD&A for information regarding the impact on FHN.

Table 16—Rollforward of Foreclosed Real Estate

 

  Three Months Ended 
  Three Months Ended
March 31
   March 31 

(Dollars in thousands)

  2016   2015   2017   2016 

Beginning balance (a)

  $24,977    $30,430  

Beginning balance

  $11,235   $24,977 

Valuation adjustments

   (536   (376   (445   (536

New foreclosed property

   732     3,462     1,105    732 

Disposals:

        

Single transactions

   (7,713   (3,835   (1,636   (7,713
  

 

   

 

   

 

   

 

 

Ending balance, March 31 (a)

  $17,460    $29,681    $10,259   $17,460 
  

 

   

 

   

 

   

 

 

 

(a)Excludes foreclosed real estate and receivables related to government insured mortgages.mortgages of $6.5 million and $7.8 million as of March 31, 2017 and 2016, respectively.

The following table provides consolidated asset quality information for the three months ended March 31, 2017 and 2016, and 2015:as of March 31, 2017, and December 31, 2016:

Table 17—Asset Quality Information

 

   Three Months Ended
March 31
 

(Dollars in thousands)

  2016  2015 

Allowance for loan losses: 

   

Beginning balance on January 1

  $210,242   $232,448  

Provision for loan losses

   3,000    5,000  

Charge-offs

   (17,612  (17,999

Recoveries

   8,404    8,879  
  

 

 

  

 

 

 

Ending balance on March 31

  $204,034   $228,328  
  

 

 

  

 

 

 

Reserve for remaining unfunded commitments

   5,495    4,135  

Total allowance for loan losses and reserve for unfunded commitments

  $209,529   $232,463  
  

 

 

  

 

 

 
   As of March 31 
   2016  2015 

Nonperforming Assets by Segment 

   

Regional Banking:

   

Nonperforming loans (a)

  $72,323   $63,620  

Foreclosed real estate (b)

   11,045    19,704  
  

 

 

  

 

 

 

Total Regional Banking

   83,368    83,324  
  

 

 

  

 

 

 

Non-Strategic:

   

Nonperforming loans (a)

   120,335    133,804  

Nonperforming loans held-for-sale after fair value adjustment (a)

   8,568    6,888  

Foreclosed real estate (b)

   6,415    9,977  
  

 

 

  

 

 

 

Total Non-Strategic

   135,318    150,669  
  

 

 

  

 

 

 

Corporate:

   

Nonperforming loans (a)

   927    2,805  
  

 

 

  

 

 

 

Total Corporate

   927    2,805  
  

 

 

  

 

 

 

Total nonperforming assets (a)

  $219,613   $236,798  
  

 

 

  

 

 

 

Loans and commitments: 

   

Total period-end loans, net of unearned income

  $17,574,994   $16,732,123  

Foreclosed real estate from government insured mortgages (foreclosures occuring prior to January 1, 2015)

   7,061    10,096  

Potential problem assets (c)

   266,474    259,490  

Loans 30 to 89 days past due

   75,060    50,037  

Loans 30 to 89 days past due - guaranteed portion (d)

   92    48  

Loans 90 days past due (e)

   19,111    27,943  

Loans 90 days past due - guaranteed portion (d) (e)

   36    151  

Loans held-for-sale 30 to 89 days past due

   4,352    6,610  

Loans held-for-sale 30 to 89 days past due - guaranteed portion (d)

   4,336    6,121  

Loans held-for-sale 90 days past due (e)

   16,243    18,947  

Loans held-for-sale 90 days past due - guaranteed portion (d) (e)

   16,243    18,401  

Remaining unfunded commitments

   8,042,286    7,073,470  

Average loans, net of unearned income

  $17,293,948   $16,122,554  

Allowance and net charge-off ratios

   

Allowance to total loans

   1.16  1.36

Allowance to nonperforming loans in the loan portfolio

   1.05x    1.14x  

Allowance to annualized net charge-offs

   5.51x    6.17x  

Nonperforming assets to loans and foreclosed real estate (f)

   1.20  1.37

Nonperforming loans in the loan portfolio to total loans, net of unearned income

   1.10  1.20

Total annualized net charge-offs to average loans (g)

   0.21  0.23
   Three Months Ended
March 31
 

(Dollars in thousands)

  2017   2016 

Allowance for loan losses:

    

Beginning balance on January 1

  $202,068   $210,242 

Provision/(provision credit) for loan losses

   (1,000   3,000 

Charge-offs

   (8,413   (17,612

Recoveries

   9,313    8,404 
  

 

 

   

 

 

 

Ending balance on March 31

  $201,968   $204,034 
  

 

 

   

 

 

 

Reserve for remaining unfunded commitments

   5,284    5,495 

Total allowance for loan losses and reserve for unfunded commitments

  $207,252   $209,529 
  

 

 

   

 

 

 

Key ratios

    

Allowance / net charge-offs (a)

   NM    5.51

Net charge-offs % (b)

   NM    0.21
   As of March 31   As of December 31 

Nonperforming Assets by Segment 

  2017   2016 

Regional Banking: 

    

Nonperforming loans (c)

  $49,462   $50,653 

Foreclosed real estate (d)

   4,422    5,081 
  

 

 

   

 

 

 

Total Regional Banking

   53,884    55,734 
  

 

 

   

 

 

 

Non-Strategic:

    

Nonperforming loans (c)

   92,409    93,808 

Nonperforming loans held-for-sale net of fair value adjustment (c)

   7,633    7,741 

Foreclosed real estate (d)

   5,837    6,154 
  

 

 

   

 

 

 

Total Non-Strategic

   105,879    107,703 
  

 

 

   

 

 

 

Corporate:

    

Nonperforming loans (c)

   1,521    1,186 
  

 

 

   

 

 

 

Total Corporate

   1,521    1,186 
  

 

 

   

 

 

 

Total nonperforming assets (c) (d)

  $161,284   $164,623 
  

 

 

   

 

 

 

NM – Not meaningful.

(a)Ratio is total allowance divided by annualized net charge-offs.
(b)Ratio is annualized net charge-offs divided by quarterly average loans, net of unearned income.
(c)Excludes loans that are 90 or more days past due and still accruing interest.
(b)(d)Excludes foreclosed real estate from government-insured mortgages.

Table 17—Asset Quality Information (Continued)

   As of March 31  As of December 31 
   2017  2016 

Loans and commitments:

   

Total period-end loans, net of unearned income

  $19,090,074  $19,589,520 

Potential problem assets (a)

   311,859   290,354 

Loans 30 to 89 days past due

   51,095   42,570 

Loans 90 days past due (b) (c)

   22,411   23,385 

Loans held-for-sale 30 to 89 days past due

   3,414   6,462 

Loans held-for-sale 30 to 89 days past due—guaranteed portion (d)

   3,322   6,248 

Loans held-for-sale 90 days past due (c)

   14,637   14,868 

Loans held-for-sale 90 days past due—guaranteed portion (c) (d)

   14,565   14,657 

Remaining unfunded commitments

  $9,430,508  $8,744,649 

Key ratios

   

Allowance / loans %

   1.06  1.03

Allowance / NPL

   1.41  1.39

NPA % (e)

   0.80  0.80

NPL %

   0.75  0.74

(c)(a)Includes past due loans.
(b)Excludes loans classified as held-for-sale.
(c)Amounts are not included in nonperforming/nonaccrual loans.
(d)Guaranteed loans include FHA, VA, and GNMA loans repurchased through the GNMA buyout program.
(e)Amounts are not included in nonperforming/nonaccrual loans.
(f)Ratio is non-performing assets related to the loan portfolio to total loans plus foreclosed real estate and other assets.
(g)Net charge-off ratio is annualized net charge-offs divided by quarterly average loans, net of unearned income.

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 in the portfolio that are 90 days or more past due and still accruing decreased to $19.1were $22.4 million on March 31, 2016, from $27.92017, compared to $23.4 million on MarchDecember 31, 2015. The decrease was driven primarily by the commercial and consumer real estate portfolios.2016. Loans 30 to 89 days past due increased $25.0 million to $75.1$51.1 million on March 31, 2017, from $42.6 million on December 31, 2016. The increase in loans past due 30-89 days iswas largely attributable todriven by a few credits within the C&I portfolio.portfolio, some of which have become current in early second quarter 2017.

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.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 OCC for loans classified as substandard. Potential problem assets in the loan portfolio which includes loans past due 90 days or morewere $311.9 million on March 31, 2017, $290.4 million on December 31, 2016, and still accruing, were $266.5 million on March 31, 2016, $208.7 million on December 31, 2015,2016. The linked-quarter and $259.5 million on March 31, 2015. The 28 percentyear-over-year increase in potential problem assets from fourth quarter 2015 to first quarter 2016 was due to an increase in classified commercial loans driven by some deterioration and the moderation of upgrades versus downgrades.a few credits. 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 losses.

Troubled Debt Restructuring and Loan Modifications

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 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. 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 Troubled Debt Restructuring (“TDR”). Additionally, FHN structures loan modifications to amortize the debt within a reasonable period of time. See Note 4 – Loans for further discussion regarding TDRs. Further, credit underwriting guidelines are outlined in Exhibit 13 to FHN’s Annual Report on Form 10-K for the year ended December 31, 2015, in the Loan Portfolio Composition discussion in the Asset Quality Section beginning on page 26TDRs and continuing to page 32.loan modifications.

On March 31, 20162017 and 2015,December 31, 2016, FHN had $289.0$270.0 million and $317.8$285.2 million portfolio loans classified as TDRs, respectively. For TDRs in the loan portfolio, FHN had loan loss reserves of $54.6$43.4 million and $62.1$44.9 million, or 19 percent and 2016 percent of TDR balances, as of March 31, 20162017 and 2015,December 31, 2016, respectively. Additionally, FHN had $76.4$67.2 million and $78.0$69.3 million of HFS loans classified as TDRs as of March 31, 20162017 and 2015,December 31, 2016, respectively. Total held-to-maturity TDRs decreased by $28.8$15.2 million with $9.5 millionthe majority of the decline attributable to consumer real estate TDRs and $14.0 million associated with permanent mortgage TDRs.

loans. Generally, the volume of new TDRs, particularly within the consumer real estate and permanent mortgage portfolios, has substantially declined.

The following table provides a summary of TDRs for the periods ended March 31, 20162017 and 2015:December 31, 2016:

Table 18 - 18—Troubled Debt Restructurings

 

  As of
March 31, 2016
   As of
March 31, 2015
   As of   As of 

(Dollars in thousands)

  Number   Amount   Number   Amount   March 31, 2017   December 31, 2016 

Held-to-maturity:

            

Permanent mortgage:

            

Current

   148    $75,545     162    $83,079    $66,090   $73,500 

Delinquent

   37     3,544     15     5,738     4,267    2,751 

Non-accrual (a)

   82     17,785     93     22,021     18,386    17,675 
  

 

   

 

   

 

   

 

   

 

   

 

 

Total permanent mortgage

   267     96,874     270     110,838     88,743    93,926 
  

 

   

 

   

 

   

 

   

 

   

 

 

Consumer real estate:

            

Current

   909     95,261     986     105,121     96,098    100,383 

Delinquent

   27     4,092     57     5,500     3,482    4,618 

Non-accrual (b)

   904     62,775     1,234     60,990     46,892    48,459 
  

 

   

 

   

 

   

 

   

 

   

 

 

Total consumer real estate

   1,840     162,128     2,277     171,611     146,472    153,460 
  

 

   

 

   

 

   

 

   

 

   

 

 

Credit card and other:

            

Current

   124     320     167     435     250    288 

Delinquent

   11     25     12     49     19    18 

Non-accrual

   —       —       —       —       —      —   
  

 

   

 

   

 

   

 

   

 

   

 

 

Total credit card and other

   135     345     179     484     269    306 
  

 

   

 

   

 

   

 

   

 

   

 

 

Commercial loans:

            

Current

   16     10,519     23     22,740     20,295    21,887 

Delinquent

   1     483     —       —       —      —   

Non-accrual

   23     18,689     27     12,082     14,193    15,571 
  

 

   

 

   

 

   

 

   

 

   

 

 

Total commercial loans

   40     29,691     50     34,822     34,488    37,458 
  

 

   

 

   

 

   

 

   

 

   

 

 

Total held-to-maturity

   2,282     289,038     2,776     317,755    $269,972   $285,150 
  

 

   

 

   

 

   

 

   

 

   

 

 

Held-for-sale:

            

Current

   380     52,818     380     55,373    $47,801   $46,625 

Delinquent

   104     15,939     127     18,867     13,548    16,436 

Non-accrual

   33     7,594     29     3,782     5,872    6,283 
  

 

   

 

   

 

   

 

   

 

   

 

 

Total held-for-sale

   517     76,351     536     78,022     67,221    69,344 
  

 

   

 

   

 

   

 

   

 

   

 

 

Total troubled debt restructurings

   2,799    $365,389     3,312    $395,777    $337,193   $354,494 
  

 

   

 

   

 

   

 

   

 

   

 

 

 

(a)Balances as of March 31, 2017 and December 31, 2016, and 2015, include $4.0$5.8 million and $7.2$5.3 million, respectively, of discharged bankruptcies.
(b)Balances as of March 31, 2017 and December 31, 2016, and 2015, include $15.6$14.6 million and $17.1$15.3 million, respectively, of discharged bankruptcies.

RISK MANAGEMENT

Except as discussed below, there have been no significant changes to FHN’s risk management practices as described under “Risk Management” beginning on page 4847 of Exhibit 13 to FHN’s Annual Report on Form 10-K for the year ended December 31, 2015.2016.

MARKET RISK MANAGEMENT

ThereExcept as discussed below, there have been no significant changes to FHN’s market risk management practices as described under “Market Risk Management” beginning on page 4948 of Exhibit 13 to FHN’s Annual Report on Form 10-K for the year ended December 31, 2015.2016.

Value-at-Risk (“VaR”) 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 percent confidence level and 1-day and 10-day time horizons. Additionally, FHN computes a Stressed VaR (“SVaR”) 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 as follows:

Table 19 - 19—VaR and SVaR Measures

 

  Three Months Ended
March 31, 2016
   As of
March 31, 2016
   Three Months Ended
March 31, 2017
   As of
March 31, 2017
 

(Dollars in thousands)

  Mean   High   Low       Mean   High   Low     

1-day

                

VaR

  $725    $1,411    $393    $699    $1,057   $1,714   $779   $1,620 

SVaR

   2,984     5,789     1,748     4,493     3,043    4,504    1,775    3,543 

10-day

                

VaR

   1,729     4,058     751     2,604     2,847    5,712    1,759    4,203 

SVaR

   9,752     15,252     3,263     12,632     9,400    13,285    4,916    13,285 
  Three Months Ended
March 31, 2015
   As of
March 31, 2015
   Three Months Ended
March 31, 2016
   As of
March 31, 2016
 

(Dollars in thousands)

  Mean   High   Low       Mean   High   Low     

1-day

                

VaR

  $635    $1,048    $388    $683    $725   $1,411   $393   $699 

SVaR

   3,682     5,356     2,760     4,266     2,984    5,789    1,748    4,493 

10-day

                

VaR

   1,709     3,308     806     1,999     1,729    4,058    751    2,604 

SVaR

   9,690     14,454     5,412     8,925     9,752    15,252    3,263    12,632 
  Year Ended
December 31, 2016
   As of
December 31, 2016
 

(Dollars in thousands)

  Mean   High   Low     

1-day

        

VaR

  $821   $1,745   $393   $932 

SVaR

   3,643    5,789    1,748    2,830 

10-day

        

VaR

   2,088    5,852    751    2,136 

SVaR

   11,671    18,483    3,263    6,443 

FHN’s overall VaR measure includes both interest rate risk and credit spread risk. Separate measures of these component risks are as follows:

Table 20 - 20—Schedule of Risks Included in VaR

   As of March 31, 2016   As of March 31, 2015 

(Dollars in Thousands)

  1-day   10-day   1-day   10-day 

Interest rate risk

  $755    $854    $1,181    $3,815  

Credit spread risk

   556     1,842     422     833  

CAPITAL MANAGEMENT AND ADEQUACY

There have been no significant changes to FHN’s capital management practices as described under “Capital Management and Adequacy” on page 51 of Exhibit 13 to FHN’s Annual Report on Form 10-K for the year ended December 31, 2015.

OPERATIONAL RISK MANAGEMENT

There have been no significant changes to FHN’s operational risk management practices as described under “Operational Risk Management” on page 51 of Exhibit 13 to FHN’s Annual Report on Form 10-K for the year ended December 31, 2015.

COMPLIANCE RISK MANAGEMENT

There have been no significant changes to FHN’s compliance risk management practices as described under “Compliance Risk Management” on page 51 of Exhibit 13 to FHN’s Annual Report on Form 10-K for the year ended December 31, 2015.

CREDIT RISK MANAGEMENT

There have been no significant changes to FHN’s credit risk management practices as described under “Credit Risk Management” beginning on page 51 of Exhibit 13 to FHN’s Annual Report on Form 10-K for the year ended December 31, 2015.

   As of March 31, 2017   As of March 31, 2016   As of December 31, 2016 

(Dollars in Thousands)

  1-day   10-day   1-day   10-day   1-day   10-day 

Interest rate risk

  $1,730   $4,990   $755   $854   $917   $1,771 

Credit spread risk

   1,156    1,753    556    1,842    537    1,391 

INTEREST RATE RISK MANAGEMENT

Except as disclosed below, there have been no significant changes to FHN’s interest rate risk management practices as described under “Interest Rate Risk Management” beginning on page 5250 of Exhibit 13 to FHN’s Annual Report on Form 10-K for the year ended December 31, 2015.2016.

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 MD&A.

Management uses a simulation model to measure interest rate exposure modelsrisk and to formulate strategies to improve balance sheet positioning, earnings, or both, within FHN’s interest rate risk, liquidity, and capital guidelines. FHN uses simulation analysis as its primary tool to evaluate interestInterest rate risk exposure. This typeexposure is measured by forecasting 12 months of analysis computes net interest income at riskNII under a variety of marketvarious interest rate scenarios and comparing the percentage change in NII for each scenario to dynamically identifya base case scenario where interest rates remain unchanged. Assumptions are made regarding future balance sheet composition, interest rate risk exposures exclusivemovements, and loan and deposit pricing. In addition, assumptions are made about the magnitude of the potential impact on fee income. This risk management simulation, which considers forecasted balance sheet changes, prepayment speeds,asset prepayments and earlier than anticipated deposit mix, pricing impacts, and other changes in the net interest spread, provides an estimatewithdrawals. The results of the annual net interest income at risk for given changes in interest rates. The resultsthese scenarios help FHN develop strategies for managing exposure to interest rate risk. Like any riskWhile management technique creating simulated outcomes for a range of given scenarios, interest rate simulation modeling is based on a number of assumptions and judgments. In this case, the assumptions relate primarily to loan and deposit growth, asset and liability prepayments, interest rates, and on- and off-balance sheet hedging strategies. Management believes the assumptions used and scenarios selected in its simulations are reasonable. Nevertheless,reasonable, simulation modeling provides only a sophisticatedan estimate, not a precise calculation, of exposure to any given changeschange in interest rates.

The simulation models used to analyze net interest income create various at-risk scenarios looking at assumed increases and/or decreases in interest rates from instantaneous and staggered movements over a certain time period. In addition, the risk of changes in the yield curve is estimated by flattening and steepening the yield curve to simulate net interest income exposure. Management reviews these different scenarios to determine alternative strategies and executes basedBased on that evaluation. The models are regularly updated to incorporate management action. Any scenarios that indicate a change in net interest income of 3 percent or more from a base net interest income are presented to the Board quarterly. At March 31, 2016, the interest rate environment remained at historically low levels. Under these market conditions, traditional scenarios estimating the impact of declining rates are not meaningful. Accordingly, declining rate shock scenarios were not performed.

The remaining scenarios performed attempt to capture risk to net interest income from rising rates and changes in the shape of the yield curve assuming a static balance sheet. Based on the rate sensitivity position onsheet as of March 31, 2016,2017, net interest income exposure over the next 12 months toassuming a rate shock of plus 25 basis points, 50 basis points, 100 basis points, and 200 basis points on a flat balance sheet is estimated to behave a favorable variance of 1.01.1 percent, 2.42.3 percent, 5.24.6 percent, and 10.58.6 percent, respectively of base net interest income. A steepening yield curve scenario where long-term rates increase by 50 basis points and short-term rates are static, results in a favorable variance in net interest income of 0.9 percent of base net interest income. A flattening yield curve scenario where long-term rates decrease by 50 basis points and short-term rates are static, results in an unfavorable variance in net interest income of 1.51.2 percent of base net interest income. A rate shock of minus 25 basis points results in an unfavorable variance in net interest income of 2.5 percent of base net interest income. These hypothetical scenarios are used to create one estimate ofa risk measurement framework, and do not necessarily represent management’s current view of future interest rates or market developments.

While the continuing low interest rate environment is not expected to have Any scenarios that indicate a significant impact on the capital position of FHN, the ability to expandchange in net interest margin in this environment, without assuming additionalincome of 3 percent or more from base net interest income are reported to the Board quarterly.

CAPITAL MANAGEMENT AND ADEQUACY

There have been no significant changes to FHN’s capital management practices as described under “Capital Management and Adequacy” on page 51 of Exhibit 13 to FHN’s Annual Report on Form 10-K for the year ended December 31, 2016.

OPERATIONAL RISK MANAGEMENT

There have been no significant changes to FHN’s operational risk management practices as described under “Operational Risk Management” on page 52 of Exhibit 13 to FHN’s Annual Report on Form 10-K for the year ended December 31, 2016.

COMPLIANCE RISK MANAGEMENT

There have been no significant changes to FHN’s compliance risk management practices as described under “Compliance Risk Management” on page 52 of Exhibit 13 to FHN’s Annual Report on Form 10-K for the year ended December 31, 2016.

CREDIT RISK MANAGEMENT

There have been no significant changes to FHN’s credit risk continuesmanagement practices as described under “Credit Risk Management” beginning on page 52 of Exhibit 13 to be a challengeFHN’s Annual Report on Form 10-K for FHN. As long as the historically low interest rate environment persists, net interest margin will typically decline as yields on fixed rate loans and investment securities decrease due to the combination of asset prepayments and lower reinvestment rates. With core deposit rates near zero, there is little opportunity to offset the yield declines in fixed rate assets with corresponding declines in deposit rates.year ended December 31, 2016.

LIQUIDITY RISK MANAGEMENT

ALCO also focuses on 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 to direct management of the Company’s liquidity risk.Policy. The objective of the Liquidity Policy is to ensure that FHN meets its cash and collateral obligations promptly, in a cost-effective manner and with the highest degree of reliability. The maintenance of adequate levels of asset and liability liquidity should provide FHN with the ability to meet both expected and unexpected cash flows 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 Management Policy establishes liquidity limits that are deemed appropriate for itsFHN’s risk profile.

In accordance with the Liquidity Policy, ALCO manages FHN’s exposure to liquidity risk through a dynamic, real 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 as a whole, or both. Subject to market conditions and compliance with applicable regulatory requirements from time to time,

funds are available from a number of sources including the available-for-sale securities portfolio, dealer and commercial customer repurchase agreements, access to the overnight and term Federal Funds markets, incremental borrowing capacity at the FHLB of $2.9($3.1 billion as ofwas available at March 31, 2016,2017), brokered deposits, loan sales, syndications, and access to the Federal Reserve Banks.

Core deposits are a significant source of funding and have historically been a stable source of liquidity for banks. Generally, core deposits represent funding from a financial institutions’ customer base which provide inexpensive, predictable pricing. The Federal Deposit Insurance Corporation insures these deposits to the extent authorized by law. Generally, these limits are $250 thousand per account owner for interest bearing and non-interest bearing accounts. The ratio of total loans, excluding loans HFS and restricted real estate loans, to core deposits was 8997 percent in 2016on March 31, 2017 compared to 90105 percent in 2015.on December 31, 2016.

FHN also may use unsecured short-term borrowings as a source of liquidity. Currently, the largest concentration of unsecured borrowings is federal funds purchased from bank correspondent customers. These funds 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 is securities sold under agreements to repurchase agreement transactions accounted for as secured borrowings with the Regional Bank’sBanking’s business customers or Fixed Income’s broker dealer counterparties.

Both FHN and FTBNA may access the debt markets in order to provide funding through the issuance of senior or subordinated unsecured debt subject to market conditions and compliance with applicable regulatory requirements. In 2014, FTBNA issued $400 million of fixed rate senior notes due in December 2019. In October 2015, FHN issued $500 million of fixed rate senior notes due in December 2020. FHN also maintains $34.9 million of borrowings which are secured by residential real estate loans in a consolidated securitization trust.

Both FHN and FTBNA have the ability to generate liquidity by issuing preferred equity, and (for FHN) by issuing common equity, subject to market conditions and compliance with applicable regulatory requirements. In January 2013, FHN issued $100 million of Series A Non-Cumulative Perpetual Preferred Stock.Stock, Series A. As of March 31, 2016,2017, FTBNA and subsidiaries had outstanding preferred shares of $295.4 million, which are reflected as noncontrolling interest on the Consolidated Condensed Statements of Condition.

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 FTBNA 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 FTBNA 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 FTBNA to declare preferred or common dividends without prior regulatory approval in an aggregate amount equal to FTBNA’s retained net income for the two most recent completed years plus the current year to date. For any period, FTBNA’s ‘retained net income’ generally is equal to FTBNA’s regulatory net income reduced by the preferred and common dividends declared by FTBNA. Excess dividends in either of the two most recent completed years may be offset with available retained net income in the two years immediately preceding it. Applying the applicable rules, FTBNA’s total amount available for dividends was negative $134.6$109.4 million as of March 31, 20162017 compared to negative $52.2$132.5 million as of MarchDecember 31, 2015.2016. Consequently, FTBNA could not pay common dividends to its sole common stockholder, FHN, or to its preferred shareholders without prior regulatory approval. FTBNA applied for and received approval from the OCC to declare and pay common dividends to FHN in first and second quarter 20162017 in the amounts of $50$40 million and $120$50 million, respectively, and in the amount of $325$250 million in 2015.2016. FTBNA declared and paid preferred dividends in first quarter 20162017 and each quarter of 2015,2016, with OCC approval as necessary. Additionally, FTBNA declared preferred dividends in second quarter 2016,2017, with OCC approval.

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, applicable regulatory restrictions, and also availability of funds to FHN through a dividend from FTBNA. Additionally, the Federal Reserve and the OCC 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 $.07$.09 per common share on April 1, 2016,3, 2017, and in April 20162017 the Board approved a $.07$.09 per common share cash dividend payable on July 1, 2016,3, 2017, to shareholders of record on June 10, 2016.9, 2017. FHN paid a cash dividend of $1,550.00 per preferred share on April 11, 2016,10, 2017, and in April 20162017 the Board approved a $1,550.00 per preferred share cash dividend payable on July 11, 2016,10, 2017, to shareholders of record on June 24, 2016.23, 2017.

CASH FLOWS

The Consolidated Condensed Statements of Cash Flows provide information on cash flows from operating, investing, and financing activities for the three months ended March 31, 20162017 and 2015.2016. The level of cash and cash equivalents increased $51.1$198.2 million during first quarter 20162017 compared to an increase of $86.0$51.1 million in first quarter 2015. During the three months ended March 31, 2016, as cash

provided by financing activities more than offset cash used by investing and operating activities whereas during the three months ended March 31, 2015,both periods.

Net cash provided by investing activities more than offset cash used by financing and operating activities.

Net cash used by operating activities was $111.0$823.7 million in first quarter 2016 compared to net cash used2017, largely driven by an increase in deposits as a result of $141.6 milliona seasonal increase in first quarter 2015. Cash outflowspublic funds and an increase in 2016 were primarily due to net fixed income trading activities of $191.8 million. Cash outflows in 2015 were largely attributable to net fixed income trading activities of $194.9 million and $45.0 million related to operating assets and liabilities.

priority savings. Net cash used by investing activities was $268.3$554.3 million in first quarter 2016, compared2017. A $1.0 billion increase in interest bearing cash negatively impacted cash flows in first quarter 2017, but was somewhat offset by a $.5 billion decrease in loans, primarily due to a seasonal decrease in loans to mortgage companies. Net cash used

by operating activities was $71.2 million in first quarter 2017. Operating cash decreased in first quarter 2017 primarily due to net cash outflows of $94.9 million related to fixed income trading activities and $58.1 million related to operating assets and liabilities, but were somewhat offset by favorably driven cash-related net income items.

Net cash provided of $580.4by financing activities was $430.4 million in 2015.first quarter 2016. Financing cash inflows in 2016 were positively affected by a $360.7 million increase in deposits and a $170.2 million increase in short-term borrowings, but were somewhat offset by share repurchases during the quarter. Net cash used by investing activities was $267.6 million in first quarter 2016. In 2016, a $349.1 million increase in interest-bearing cash and a $22.6 million net decrease in cash associated with the AFS securities portfolio negatively affected cash provided by investing activities, but was partially mitigated by a $112.5$102.7 million decrease in loans. In first quarter 2015, interest-bearingNet cash decreased $1.2 billion favorably impacting investing cash flows, butused by operating activities was somewhat offset by a $507.9$111.7 million increase in loans. Additionally, activity related to the AFS securities portfolio in first quarter 2015 resulted in an $88.4 million net decrease in2016. Operating cash from investing activities, as purchases outpaced maturities and sales.

Net cash provided by financing activities was $430.4 million in 2016, compared to $352.8 million net cash useddecreased in first quarter 2015. Cash inflows in 2016 were positively affectedprimarily driven by a $360.7net cash outflows of $191.8 million $124.2 million, and $87.1 million increase in deposits, federal funds purchased, and securities sold under agreementsrelated to repurchase, respectively, but were partially offset by share repurchases during the quarter. In 2015, cash was negatively affected by $307.8 million in payments of long-term borrowings, which included the maturity of $304 million of subordinated notes. Additionally, a decrease in short-term borrowings negatively impacted financing cash flows, but was partially offset by an increase in deposits.net fixed income trading activities.

REPURCHASE OBLIGATIONS, OFF-BALANCE SHEET ARRANGEMENTS, AND OTHER CONTRACTUAL OBLIGATIONS

Obligations from Legacy Mortgage Businesses

Overview

Prior to September 2008 FHN originated loans through its legacy mortgage business, primarily first lien home loans, with the intention of selling them. Sales typically were effected either as non-recourse whole loan sales or through non-recourse proprietary securitizations. Conventional conforming single-family residential mortgage loans were sold predominately to two GSEs: Fannie Mae and Freddie Mac. Also, federally insured or guaranteed whole loans were pooled, and payments to investors were guaranteed through Ginnie Mae. Many mortgage loan originations, especially nonconforming mortgage loans, were sold to investors, or certificate-holders, predominantly through FH proprietary securitizations but also, to a lesser extent, through other whole loans sold to private non-Agency purchasers. FHN used only one trustee for all of its FH proprietary securitizations. FHN also originated mortgage loans eligible for FHA insurance or VA guaranty.

In addition, FHN originated and sold HELOCs and second lien mortgages through other whole loans sold to private purchasers and, to a lesser extent, through FH proprietary securitizations. Currently, only one FH securitization of HELOCs remains outstanding.

For non-recourse loan sales, FHN has exposure for repurchase of loans, make-whole damages, or other related damages, arising from claims that FHN breached its representations and warranties made at closing to the purchasers, including GSEs, other whole loan purchasers, and the trustee of FH proprietary securitizations.

During the time these legacy activities were conducted, FHN frequently sold mortgage loans “with servicing retained.” As a result, FHN accumulated substantial amounts of MSR on its balance sheet, as well as contractual servicing obligations and related deposits and receivables. FHN conducted a significant servicing business under its First Horizon Home Loans brand.

MI was required by GSE rules for certain of the loans sold to GSEs and was also provided for certain of the loans that were securitized. MI generally was provided for first lien loans sold or securitized having an LTV ratio at origination of greater than 80 percent.

In 2007, market conditions deteriorated to the point where mortgage-backed securitizations could no longer be sold economically; FHN’s last securitization occurred that year. FHN continued selling mortgage loans to GSEs until August 31, 2008, when FHN sold its national mortgage origination and servicing platforms along with a portion of its servicing assets and obligations. FHN then contracted to have its remaining servicing obligations sub-serviced. Since the platform sale FHN has sold substantially all remaining servicing assets and obligations in several transactions, concluding in 2014.

Certain mortgage-related terms used in this section are defined in “Mortgage-Related Glossary” below.

Repurchase and Make-Whole Obligations

Starting in 2009 FHN received a high number of claims either to repurchase loans from the purchaser or to pay the purchaser to “make them whole” for economic losses incurred. These claims have been driven primarily by loan delinquencies. In repurchase or make-whole claims a loan purchaser typically asserts that specified loans violated representations and warranties FHN made when the loans were sold. A significant majority of claims received overall have come from GSEs, and the remainder are from purchasers of other whole loan sales. FHN has not received a loan repurchase or make-whole claim from the FH proprietary securitization trustee.

Generally, FHN reviews each claim and MI cancellation notice individually. ThoseFHN’s responses include appeal, provide additional information, deny the claim (rescission), repurchase the loan or remit a make-whole payment, or reflect cancellation of MI.

After several years resolving repurchase and make-whole claims with each GSE on a loan-by-loan basis, in 2013 and 2014 FHN entered into DRAs with the GSEs, resolving at once a large fraction of pending and potential future claims. Starting in 2014 the overall number of such claims diminished substantially, primarily as a result of the DRAs. Each DRA resolved obligations associated with loans originated from 2000 to 2008, but certain obligations and loans were excluded. Under each DRA, FHN remains responsible for repurchase obligations related to certain excluded defects (such as title defects and violations of the GSE’s Charter Act) and FHN continues to have loan repurchase or monetary compensation obligations under the DRAs related to private mortgage insurance rescissions, cancellations, and denials (with certain exceptions). FHN also has exposure related to loans where there has been a prior bulk sale of servicing, as well as certain other whole-loan sales. With respect to loans where there has been a prior bulk sale of servicing, FHN is not responsible for MI cancellations and denials to the extent attributable to the acts of the current servicer.

While large portions of repurchase claims from the GSEs were settled with the DRAs, large-scalecomprehensive settlement of repurchase, make-whole, and indemnity claims with non-Agency claimants is not practical. Those claims are resolved case by case or, occasionally, with less-comprehensive settlements. RepurchaseSuch claims that are not resolved by the parties couldcan, and sometimes have, become litigation.

FH Proprietary Securitization Actions

FHN has potential financial exposure from FH proprietary securitizations outside of the repurchase/make-whole process. Several investors in certificates sued FHN and others starting in 2009, and several underwriters or other counterparties have demanded that FHN indemnify and defend them in securitization lawsuits. The pending suits generally assert that disclosures made to investors in the offering and sale of certificates were legally deficient. A number of those matters have settled or otherwise been resolved, but several remain pending.resolved. See Note 10 – Contingencies and Other Disclosures for a discussion of certain actions pending against FHN in relation to FH proprietary securitizations.

Servicing Obligations

FHN’s national servicing business was sold as part of the platform sale in 2008. A significant amount of MSR was sold at that time, and a significant amount was retained. The related servicing activities, including foreclosure and loss mitigation practices, not sold in 2008 were outsourced through a three-year subservicing arrangement (the “2008 subservicing agreement”) with the platform buyer (the “2008 subservicer”). The 2008 subservicing agreement expired in 2011 when FHN entered into a replacement agreement with a new subservicer (the “2011 subservicer”). In fourth quarter 2013, FHN contracted to sell a substantial majority of its remaining servicing obligations and servicing assets (including advances) to the 2011 subservicer. The servicing was transferred to the buyer in stages, and was substantially completed in first quarter 2014. The servicing still retained by FHN continues to be subserviced by the 2011 subservicer.subserviced.

As servicer, FHN had contractual obligations to the owners of the loans primarily GSEs(primarily GSEs) and securitization trustees to handle billing, custodial, and other tasks related to each loan. Each subservicer undertook to perform those obligations on FHN’s behalf during the applicable subservicing period, although FHN legally remained the servicer of record for those loans that were subserviced.

The 2008 subservicer has been subject to a consent decree, and entered into a settlement agreement, with regulators related to alleged deficiencies in servicing and foreclosure practices. The 2008 subservicer has made demands of FHN, under the 2008 subservicing agreement, to pay certain resulting costs and damages totaling $43.5 million. FHN disagrees with those demands and has made no payments. This disagreement has the potential to result in litigation and, in any such future litigation, the claim against FHN may be substantial.

A certificate holder has contacted FHN, threatening to make claims based onclaiming that it has been damaged from alleged deficiencies in servicing loans held in certain FH proprietary securitization trusts. The holder has sued the FH securitization trustee on related grounds, but has not yet sued FHN. FHN cannot predict how this inquirymatter will proceed nor can FHN predict whether any claim or suit, if made or brought,this matter ultimately will be material to FHN.

Origination Data

From 2005 through 2008, FHN originated and sold $69.5 billion of mortgage loans to the Agencies. This includes $57.6 billion of loans sold to GSEs and $11.9 billion of loans guaranteed by Ginnie Mae. Although FHN conducted these businesses before 2005, GSE loans originated in 2005 through 2008 account for approximately 90 percenta substantial majority of all repurchase requests/make-whole claims received fromsince the 2008 platform sale through March 31, 2016.sale.

From 2005 through 2007, $26.7 billion of mortgage loans were included in FH proprietary securitizations. The following table summarizeslast FH securitization occurred in 2007. On March 31, 2017, the loan compositionremaining UPB of those securitizations:loans held in FH proprietary securitizations was $3.7 billion, comprised of $2.7 billion of Alt-A loans and $1.0 billion of Jumbo loans.

Table 21 - Composition of Off-Balance Sheet First Horizon Proprietary Mortgage Securitizations

(Dollars in thousands)

  Original UPB for
active FH
securitizations (a)
   UPB as of
March 31, 2016
 

Loan type:

    

Jumbo

  $9,410,499    $1,371,042  

Alt-A

   17,270,431     3,368,479  
  

 

 

   

 

 

 

Total FH proprietary securitizations

  $26,680,930    $4,739,521  
  

 

 

   

 

 

 

(a)Original principal balances obtained from trustee statements.

Mortgage-Related Glossary

 

Agencies  the two GSEs and Ginnie Mae  GSEsHELOC  Fannie Mae and Freddie Machome equity line of credit
certificates  securities sold to investors representing interests in mortgage loan securitizations  HUD  Dept. of Housing and Urban Development
DOJ  U.S. Department of JusticeLTVloan-to-value, a ratio of the loan amount divided by the home value
DRAdefinitive resolution agreement with a GSE  MI  private mortgage insurance, insuring against borrower payment default
DRAdefinitive resolution agreement with a GSEMSRmortgage servicing rights
Fannie Mae, Fannie, FNMA  Federal National Mortgage Association  nonconforming loansMSR  loans that did not conform to Agency program requirementsmortgage servicing rights
FH proprietary securitization  securitization of mortgages sponsored by FHN under its First Horizon brand  nonconforming loansloans that did not conform to Agency program requirements
FHAFederal Housing Administrationother whole loans sold  mortgage loans sold to private, non-Agency purchasers
FHAFreddie Mac, Freddie, FHLMC  Federal Housing AdministrationHome Loan Mortgage Corporation  2008 platform sale, platform sale, 2008 sale  FHN’s sale of its national mortgage origination and servicing platforms in 2008
FHFAGinnie Mae, Ginnie, GNMA  Federal Housing Financing Agency, conservator for the GSEsGovernment National Mortgage Association  pipeline or active pipeline  pipeline of mortgage repurchase, make-whole, & certain related claims against FHN
Freddie Mac, Freddie, FHLMCGSEs  Federal Home Loan Mortgage CorporationFannie Mae and Freddie Mac  VA  Veterans Administration
Ginnie Mae, Ginnie, GNMAGovernment National Mortgage Association

Active Pipeline

FHN accumulates the amount of repurchase requests, make-whole claims, and certain other related claims into the “active pipeline.” The active pipeline includes the amount of claims for loan repurchase, make-whole payments, loans as to which MI has been canceled, and information requests from purchasers of loans originated and sold through FHN’s legacy mortgage banking business. MI was required for certain of the loans sold to GSEs or that were securitized. Although unresolved MI cancellation notices are not formal repurchase requests, FHN includes those loans in the active pipeline. Additionally, FHN is responsible for covering losses for purchasers to the extent there is a shortfall in MI insurance coverage (MI curtailment).

For purposes of quantifying the amount of loans underlying the repurchase/make-whole claim or MI cancellation notice or curtailment, FHN uses the current UPB in all cases if the amount is available. If current UPB is unavailable, the original loan amount is substituted for the current UPB. When neither is available, the claim amount is used as an estimate of current UPB. Generally, the amount of a loan subject to a repurchase/make-whole claim, or with open MI issues, remains in the active pipeline throughout the resolution process with a claimant. During the last several years the active pipeline has steadily decreased, due in part to settlements and other resolutions, but also due to significant reductions in inflows. On March 31, 2016,2017, the active pipeline was $170.0 million.$49.4 million, down from $51.7 million on December 31, 2016.

The following tables provide a rollforward oftable provides the number and unpaid principal amount of loans in the active repurchase request pipeline, including related unresolved MI cancellation notices and other requests for the three months endedas of March 31, 20162017 and 2015:December 31, 2016:

Table 22 - Rollforward of the 21—Active Pipeline

 

   January 1, 2016   Inflows   Resolutions  Adjustments (c)  March 31, 2016 

(Dollars in thousands)

  Number   Amount   Number   Amount   Number  Amount  Number  Amount  Number   Amount 

Repurchase/make whole requests:

  

    

FNMA (a)

   115    $22,465     24    $4,210     (20 $(3,626  —     $—      119    $23,049  

FHLMC (a)

   10     1,699     4     720     (5  (920  —      —      9     1,499  

GNMA

   2     297     —       —       (2  (297  —      —      —       —    

Non-Agency whole loan-related

   131     19,971     4     835     (9  (1,471  —      —      126     19,335  

MI Cancellations

   23     5,214     12     2,361     (11  (2,336  (4  (860  20     4,379  

MI Curtailments

   535     89,805     55     8,644     (25  (5,299  1    126    566     93,276  

Other requests (b)

   190     27,881     7     1,251     (7  (841  —      150    190     28,441  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Total

   1,006    $167,332     106    $18,021     (79 $(14,790  (3 $(584  1,030    $169,979  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

   January 1, 2015   Inflows   Resolutions  Adjustments (c)  March 31, 2015 

(Dollars in thousands)

  Number   Amount   Number   Amount   Number  Amount  Number  Amount  Number   Amount 

Repurchase/make whole requests:

  

FNMA(a)

   142    $27,831     30    $3,957     (40 $(6,142  (1 $(149  131    $25,497  

FHLMC(a)

   19     3,310     7     1,540     (9  (2,027  —      —      17     2,823  

GNMA

   2     69     —       —       (1  (123  1    123    2     69  

Non-Agency whole loan-related

   171     25,827     1     155     (1  (155  —      —      171     25,827  

MI Cancellations

   28     6,004     19     2,987     (18  (2,869  —      (76  29     6,046  

MI Curtailments

   594     101,063     52     9,717     (147  (26,785  4    577    503     84,572  

Other requests (b)

   65     10,825     98     14,816     (17  (2,799  (1  88    145     22,930  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Total

   1,021    $174,929     207    $33,172     (233 $(40,900  3   $563    998    $167,764  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 
   March 31, 2017   December 31, 2016 

(Dollars in thousands)

  Number   Amount   Number   Amount 

Repurchase/make whole requests:

        

Agencies

   18   $3,466    23   $4,196 

Non-Agency whole loan-related

   126    19,252    126    19,214 

MI

   135    21,637    147    23,171 

Other requests (a)

   37    5,045    37    5,122 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

   316   $49,400    333   $51,703 
  

 

 

   

 

 

   

 

 

   

 

 

 

 

a)Inflows represent amounts excluded from the DRAs.
b)(a)Other requests typically include requests for additional information from both GSE and non-GSE purchasers.
c)Generally, adjustments reflect reclassifications between repurchase requests and MI cancellation notices and/or updates to UPB.

As ofOn March 31, 2016,2017, Agencies accounted for approximately 8857 percent of the total active pipeline, inclusive of MI cancellation notices, MI curtailments, and all other claims. MI curtailment requests, the largest portion of the active pipeline, are intended only to cover the shortfall in MI insurance proceeds, thereforeproceeds. As a result FHN’s loss from MI curtailments as a percentage of UPB in the pipeline generally is significantly lower than that of a repurchase or make-whole claim. Total repurchase and make-whole claims decreased $10.3 million to $43.9 million and total MI cancellation notices decreased $1.7 million to $4.4 million in first quarter 2016 relative to first quarter 2015. MI curtailment and other requests increased $8.7 million and $5.5 million, respectively in first quarter 2016 to $93.3 million and $28.4 million. At March 31, 2016,2017, the active pipeline contained no loan repurchase or make-whole requests from the FH proprietary securitization trustee related to first lien mortgage loans based on claims related to breaches of representations and warranties.warranties related to origination.

Repurchase Accrual Methodology

Over the past several years 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

Repurchase/Make-whole and Damages obligations and estimates for probable incurred losses associated with loan populations excluded from the DRAs are included insignificant components of FHN’s remaining repurchase liability as of March 31, 2016. Those remaining obligations2017. Other components of that liability primarily relate to futureother whole loans sold, MI cancellations,rescissions, and loans included in bulk servicing sales effected prior to the DRAs, and other whole loans sold.DRAs.

In determining the loss content of GSE loans subject to repurchase requests excluded from the DRAs (primarily loans included in bulk sales), FHN applies a vintage level estimate of loss to all loans sold to the GSEs that were not included in the settlements and which have not had a prior repurchase resolution. First, pre-payment, default, and claim rate estimates are applied by vintage to estimate the aggregate claims expected but not yet resolved. Historical loss factors for each sale vintage and repurchase rates are then applied to estimate total loss content. Loss content related to other whole loan sales is estimated by applying the historical average repurchase and loss severity rates to the current UPB in the active pipeline to calculate estimated losses attributable to the current pipeline. FHN then uses an internal model to calculate loss content by applying historical average loss repurchase and loss severity rates to historical average inflows. For purposes of estimating loss content, FHN also considers MI cancellations. When assessing loss content related to loans where MI has been cancelled, FHN applies historical loss factors (including repurchase rates and loss severity ratios) to the total unresolved MI cancellations in the active pipeline, as well as applying these factors to historical average inflows to estimate loss content. Additionally, FHN identifies estimated losses related to MI curtailment requests. 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

The repurchase and foreclosure liability is comprised of reserves to cover estimated loss content in the active pipeline, as well as estimated loss content related to certain known claims not currently included in the active pipeline. FHN compares the estimated probable incurred losses determined under the applicable loss estimation approaches described above 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 following table provides a rollforward of the legacy mortgage repurchase liability for the three months ended March 31,201631, 2017 and 2015:2016:

Table 23 - 22—Reserves for Repurchase and Foreclosure Losses

 

  Three Months Ended
March 31
   Three Months Ended
March 31
 

(Dollars in thousands)

  2016   2015   2017   2016 

Legacy Mortgage

        

Beginning balance

  $114,947    $119,404    $65,309   $114,947 

Provision/(provision credit) for repurchase and foreclosure losses

   (238   —   

Net realized losses

   (627   (3,030   (294   (627
  

 

   

 

   

 

   

 

 

Balance on March 31

  $114,320    $116,374    $64,777   $114,320 
  

 

   

 

   

 

   

 

 

Government-BackedOther FHN Mortgage Lending ProgramsExposures

FHN’s FHA and VA program lending was substantial prior to the 2008 platform sale, and has continued at a much lower level since then. As lender, FHN made certain representations and warranties as to the compliance of the loans with program requirements. Over the past several years, most recently in first quarter 2015, FHN occasionally has recognized significant losses associated with settling claims and potential claims by government agencies, and by private parties asserting claims on behalf of agencies, related to these origination activities. At March 31, 2016,2017, FHN had not accrued a liability for any matter related to these government lending programs, and no pending or known threatened matter related to these programs represented a material loss contingency described in Note 10 – Contingencies and Other Disclosures.

Other FHN Mortgage Exposures

At March 31, 2016,2017, FHN had not accrued a liability for exposure for repurchase of first-lien loans related to FH proprietary securitizations arising from claims from the trustee that FHN breached its representations and warranties in FH proprietary securitizations at closing. FHN’s trustee is a defendant in a lawsuitlawsuits in which the plaintiffs have asserted that the trustee has duties to review loans and otherwise to act against loan originators and loan servicers, including FHN, outside of the duties specified in the applicable trust documents; FHN is not a defendant in that suit and is not able to assess what, if any, exposure FHN may have as a result of it.them.

FHN is defending, directly or as indemnitor, certain pending lawsuits brought by purchasers of certificates in FH proprietary securitizations or their assignees. FHN believes a new lawsuit based on federal securities claims that offering disclosures were

deficient cannot be brought at this time due to the running of applicable limitation periods, but other investor claims, based on other legal theories, might still be possible. Due to the sales of MSR from 2008 through 2014, FHN has limited visibility into current loan information such as principal payoffs, refinance activity, delinquency trends, and loan modification activity.

Many non-GSE purchasers of whole loans from FHN included those loans in their own securitizations. Regarding such other whole loans sold, FHN made representations and warranties concerning the loans and provided indemnity covenants to the purchaser/securitizer. Typically the purchaser/securitizer assigned key contractual rights against FHN to the securitization trustee. As mentioned above, repurchase, make-whole, indemnity, and make-wholeother monetary claims related to specific loans are included in the active pipeline and repurchase reserve. In addition, currently the following categories of actions are pending which involve FHN and other whole loans sold: (i) FHN has received indemnification requests from purchasers of loans or their assignees in cases where FHN is not a defendant; (ii) FHN has received subpoenas seeking loan reviews in cases where FHN is not a defendant; (iii) FHN has received repurchase demands from purchasers or their assignees; and (iv) FHN is a defendant in legal actions involving FHN-originated loans.other whole loans sold. At March 31, 2016, FHN had not accrued a liability for any litigation matter related to other whole loans sold; however,2017, FHN’s repurchase and foreclosure liability included certain known exposures from other whole loans sold.

Certain government entities have subpoenaed information from FHN and others. These entities include the FDIC (on behalf of certain failed banks) and the FHLBs of San Francisco, Atlanta, and Seattle, among others. These entities purport to act on behalf of several purchasers of FH proprietary securitizations, and of non-FH securitizations which included other whole loans sold. Collectively, the subpoenas seek information concerning: a number of FH proprietary securitizations and/or underlying loan originations; and originations of certain other whole loans sold which, in many cases, were included by the purchaser in its own securitizations. Some subpoenas fail to identify the specific investments made or loans at issue. Moreover, FHN has limited information regarding at least some of the loans under review. Unless and until a review (if related to specific loans) becomes an identifiable repurchase claim, the associated loans are not considered part of the active pipeline.

MARKET UNCERTAINTIES AND PROSPECTIVE TRENDS

During 2015FHN’s future results could be affected both positively and first quarter 2016 the national economy generally exhibited modest growth. However, certain economic indicators have been mixed and the pace of recovery from the 2008-9 recession has been uneven and could regress. As uncertainties remain surrounding the national economy, the housing market, Fed monetary policy, the competitive landscape (including competition from non-traditional banks), the regulatory and political environment, U.S. government spending generally, and global economic and political situations, FHN may continue to be faced with challenges. Although management considers asset quality at FHN to be strong, external factors may resultnegatively by several known trends. Key among those are FHN’s strategic initiatives, changes in increased credit costs and loan loss provisioning and could also suppress loan demand from borrowers and further increase competition among financial institutions resulting in continued pressure on net interest income. Additionally, a downturn in the economic environment or disruptions in the housing market could affect borrower defaults and actions by MI companies which could result in elevated repurchase, make-whole, or other monetary requests from GSEs and third party whole loan purchasers relative to current projections or could impact losses recognized by investors in FH proprietary securitizations which could result in demands or litigation. See the Repurchase Obligations, Off-Balance Sheet Arrangements, and Other Contractual Obligations section within this MD&A, and Note 10 – Contingencies and Other Disclosures within this report for additional discussion regarding FHN’s repurchase obligations.

In recent years, the Federal Reserve has implemented significant economic strategies that have impacted interest rates, inflation, asset values, and the shape of the yield curve, and currently may be transitioning from many years of easing to what may be an extended period of gradual tightening. Effects on the yield curve often are most pronounced at the short end of the curve. Among other things, easing strategies are intended to lower interest rates, flatten the yield curve, expand the money supply, and stimulate economic activity, while tightening strategies are intended to increase interest rates, steepen the yield curve, tighten the money supply, and restrain economic activity. Other things being equal, the current transition from easing to tightening (if it continues) should tend to diminish or reverse downward pressure on rates, and to diminish or eventually end the stimulus effect that low interest rates tend to have on the economy. Many external factors may interfere with the effects of these plans or cause them to change unexpectedly. Such factors include significant economic trends, such as another U.S. contraction or recession, or events as well as significant international monetary policies and events.

Although FHN has little direct exposure to non-U.S.-dollar-denominated assets or to foreign sovereign debt, major adverse events outside the U.S. could have a substantial indirect impact on FHN. Because the U.S. economy and the businesses of many of our customers are linked significantly to global economicoutlook, government actions affecting interest rates, and market conditions, a major adverse event could negatively impact liquiditypotential changes in federal policies. In addition, legacy matters in the non-strategic segment are likely to continue to impact FHN’s quarterly results in ways which are both difficult to predict and unrelated to current operations.

FHN has prioritized expense discipline to include reducing or controlling certain expenses and investing in revenue-producing activities and critical infrastructure. FHN has committed to organic growth through key hires, targeted incentives, and other traditional means. FHN has actively pursued acquisition opportunities while maintaining a disciplined approach to valuations; to date all which closed have been moderate in size. FHN has been and remains amenable to a much more impactful acquisition, including a merger of equals, if an appropriate opportunity can be found.

Performance by FHN, and the entire U.S. causing funding costs to rise, or could potentially limit availability of funding through conventional markets in a worst-case scenario. FHN also could be adverselyfinancial services industry, is affected considerably by events outsidethe overall health of the U.S. impacting hedging or other counterparties, customers with non-U.S. businesses and/or assets denominatedeconomy. The most recent recession ended in foreign currencies,2009. Growth during the economic expansion since 2009 has been muted, compared to earlier recoveries, and somewhat inconsistent from one quarter to the next. Though the economic expansion is 8 years old, currently the U.S. economy does not appear to be weakening or falling back into recession. A continuation of the current expansion would support, rather than hinder, future loan and other financial activity growth by our customers.

The Federal Reserve has raised short term interest rates inflation/deflationmodestly in the past two years, and has signaled a willingness in 2017 to accelerate a transition to a more conventional interest rate environment, depending mainly upon economic data and trends. If the Fed in fact raises rates somewhat more quickly than in the past two years (because economic data shows continued or accelerated growth, for example), FHN’s net interest margin in the future is likely to continue 2016’s improving trend. A steep yield curve should also bolster activity within FHN’s Fixed Income business. However, if the data shows a risk of lower growth or recession, interest rates may stall or even fall, which would adversely impact FHN’s net interest margin. Falling and/or volatile interest rates, however, should enhance activity within FHN’s fixed income business. Also, if Fed actions cause long-term rates to rise slower than short-term rates, then the yield curve would flatten which would adversely impact FHN’s net interest margin.

FHN cannot predict the timing, resolution and effects of potential new legislation. The legislative actions which currently seem the most likely to be impactful to FHN include corporate tax reform, general regulatory environment should there be a political response to majorreform, and financial disruptions,regulatory reform, all of which could have acan affect the overall economy and FHN customers.

Lastly, while FHN has made significant progress in resolving matters from the legacy mortgage business, several matters remain unresolved. The timing or financial impact on FHN.of resolution of these matters, most of which are in litigation, cannot be predicted with accuracy. Accordingly, the non-strategic segment is expected to occasionally and unexpectedly impact FHN’s overall quarterly results negatively or positively with reserve accruals or releases. Also, although new legacy matters of significance arise at a much slower pace than in years past and some formerly common legal claims no longer can be made due to the passage of time, potential for new legacy matters remains.

Foreclosure Practices

FHN anticipates continued compliance challenges relating to foreclosure, loss mitigation, and servicing practices in connection with its efforts to comply with regulations and standards issuedAll lenders are affected by the OCC and the CFPB including those relating to vendor management and changes in applicable state law relating toheightened regulation of servicing, foreclosure, and loss mitigation.

mitigation practices, at both federal and state levels, implemented since 2009. In addition, FHN retains exposure for potential deficiencies in servicing related to its legacy servicing business and subservicing arrangements. Further details regarding these legacy matters are provided in “Obligations from Legacy Mortgage Businesses – Overview – Servicing Obligations” under “Repurchase Obligations, Off-Balance Sheet Arrangements, and Other Contractual Obligations.”

CRITICAL ACCOUNTING POLICIES

There have been no significant changes to FHN’s critical accounting policies as described in “Critical Accounting Policies” beginning on page 64 of Exhibit 13 to FHN’s Annual Report on Form 10-K for the year ended December 31, 2015.2016.

ACCOUNTING CHANGES ISSUED BUT NOT CURRENTLY EFFECTIVE

In May 2014, the FASBRefer to Note 1 – Financial Information for a detail of accounting standards that have been issued ASU 2014-09, “Revenue from Contracts with Customers.” ASU 2014-09 doesbut are not change revenue recognition for financial instruments. currently effective.

NON-GAAP INFORMATION

The core principlefollowing table provides a reconciliation of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services to customersnon-GAAP items presented in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This is accomplished through a five-step recognition framework involving 1) the identification of contracts with customers, 2) identification of performance obligations, 3) determination of the transaction price, 4) allocation of the transaction pricethis MD&A to the performance obligations and 5) recognition of revenue as performance obligations are satisfied. Additionally, qualitative and quantitative information is required for disclosure regarding the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. In February 2016, the FASB issued ASU 2016-08, Principal versus Agent Considerations, which provides additional guidance on whether an entity should recognize revenue on a gross or net basis, based on which party controls the specified good or service before that good or service is transferredmost comparable GAAP presentation:

Table 23—Non-GAAP to a customer. In April 2016, the FASB issued ASU 2016-10, “Identifying Performance Obligations and Licensing”, which clarifies the original guidance included in ASU 2014-09 for identification of the goods or services provided to customers and enhances the implementation guidance for licensing arrangements. The effective date of these ASUs has been deferred to annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early application is permitted for annual reporting periods beginning after December 15, 2016, and associated interim periods. Transition to the new requirements may be made by retroactively revising prior financial statements (with certain practical expedients permitted) or by a cumulative effect through retained earnings. If the latter option is selected, additional disclosures are required for comparability. FHN is evaluating the effects of these ASUs on its revenue recognition practices.GAAP Reconciliation

In August 2014, the FASB issued ASU 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” ASU 2014-15 requires an entity’s management to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. If such events or conditions exist, additional disclosures are required and management should evaluate whether its plans sufficiently alleviate the substantial doubt. ASU 2014-15 is effective for the annual period ending after December 15, 2016 and all interim and annual periods thereafter. The provisions of ASU 2014-15 are not anticipated to affect FHN.

   Three Months Ended
March 31
 

(Dollars in thousands)

  2017  2016 

Average Tangible Common Equity (Non-GAAP)

   

Average total equity (GAAP)

  $2,722,668  $2,644,374 

Less: Average noncontrolling interest (a)

   295,431   295,431 

Less: Average preferred stock (a)

   95,624   95,624 
  

 

 

  

 

 

 

(A) Total average common equity

  $2,331,613  $2,253,319 

Less: Average intangible assets (GAAP) (b)

   211,757   216,855 
  

 

 

  

 

 

 

(B) Average Tangible Common Equity (Non-GAAP)

  $2,119,856  $2,036,464 
  

 

 

  

 

 

 

Net Income Available to Common Shareholders

   

(C) Net income available to common shareholders (annualized) (GAAP)

  $219,073  $192,299 
  

 

 

  

 

 

 

Ratios

   

(C)/(A) Return on average common equity (“ROE”) (GAAP) (c)

   9.40  8.53

(C)/(B) Return on average tangible common equity (“ROTCE”) (Non-GAAP) (d)

   10.33   9.44 

(a)Included in Total equity on the Consolidated Condensed Statements of Condition.
(b)Includes Goodwill and other intangible assets, net of amortization.
(c)Ratio is annualized net income available to common shareholders to average common equity.
(d)Ratio is annualized net income available to common shareholders to average tangible common equity.

In January 2016, the FASB issued ASU 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities.” ASU 2016-01 makes several revisions to the accounting, presentation and disclosure for financial instruments. Equity investments (except those accounted for under the equity method or those that result in consolidation of the investee) are required to be measured at fair value with changes in fair value recognized in net income. An entity may elect to measure equity investments that do not have readily determinable market values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar instruments from the same issuer. ASU 2016-01 also requires a qualitative impairment review for equity investments without readily determinable fair values, with measurement at fair value required if impairment is determined to exist. For liabilities for which fair value has been elected, ASU 2016-01 revises current accounting to record the portion of fair value changes resulting from instrument-specific credit risk within other comprehensive income rather than earnings. Additionally, ASU 2016-01 clarifies that the need for a valuation allowance on a deferred tax asset related to available-for-sale securities should be assessed in combination with all other deferred tax assets rather than being assessed in isolation. ASU 2016-01 also makes several changes to existing fair value presentation and disclosure requirements, including a provision that all disclosures must use an exit price concept in the determination of fair value. ASU 2016-01 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. FHN is evaluating the impact of ASU 2016-01 on its current accounting and disclosure practices.

In February 2016, the FASB issued ASU 2016-02, “Leases” which requires a lessee to recognize in its statement of condition a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. ASU 2016-02 leaves lessor accounting largely unchanged from prior standards. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. All other leases must be classified as financing or operating leases which depends on the relationship of the lessee’s rights to the economic value of the leased asset. 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.

In transition to ASU 2016-02, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The modified retrospective approach includes a number of optional practical expedients that entities may elect to apply, which would result in continuing to account for leases that commence before the effective date in accordance with previous requirements (unless the lease is modified) except that lessees are required to recognize a right-of-use asset and a lease liability for all operating leases at each reporting date based on the present value of the remaining minimum rental payments that were tracked and disclosed under previous requirements. ASU 2016-02 also requires expanded qualitative and quantitative disclosures to assess the amount, timing, and uncertainty of cash flows arising from lease arrangements. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. FHN is evaluating the impact of ASU 2016-02 on its current accounting and disclosure practices.

In March 2016, the FASB issued ASU 2016-04, “Recognition of Breakage of Certain Prepaid Stored-Value Products” which indicates that liabilities related to the sale of prepaid-stored value products are considered financial liabilities and should have a breakage estimate applied for estimated unused funds. ASU 2016-04 does not apply to stored-value products that can only be redeemed for cash, are subject to escheatment or are linked to a segregated bank account. ASU 2016-04 is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. FHN is evaluating the impact of ASU 2016-04 on its current accounting and disclosure practices.

In March 2016, the FASB issued ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting” which makes several revisions to equity compensation accounting. Under the new guidance all excess tax benefits and deficiencies that occur when an award vests, is exercised, or expires will be recognized in income tax expense as discrete period items. Previously, these transactions were typically recorded directly within equity. Consistent with this change, excess tax benefits and deficiencies will no longer be included within estimated proceeds when performing the treasury stock method for calculation of diluted earnings per share. Excess tax benefits will also be recognized at the time an award is exercised or vests compared to the current requirement to delay recognition until the deduction reduces taxes payable. The presentation of excess tax benefits in the statement of cash flows will shift to an operating activity from the current classification as a financing activity.

ASU 2016-09 also provides an accounting policy election to recognize forfeitures of awards as they occur rather than the current requirement to estimate forfeitures from inception. Further, ASU 2016-09 permits employer’s to use a net-settlement feature to withhold taxes on equity compensation awards up to the maximum statutory tax rate without affecting the equity classification of the award. Under current guidance, withholding of equity awards in excess of the minimum statutory requirement results in liability classification for the entire award. The related cash remittance by the employer for employee taxes will be treated as a financing activity in the statement of cash flows. ASU 2016-09 is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted. Transition to the new guidance will be accomplished through a combination of retrospective, cumulative-effect adjustment to equity and prospective methodologies. FHN is evaluating the impact of ASU 2016-09 on its current equity compensation accounting and disclosure practices.

Item 3.Quantitative and Qualitative Disclosures about Market Risk

Item 3.Quantitative and Qualitative Disclosures about Market Risk

The information called for by this item is contained in

 

(a)Management’s Discussion and Analysis of Financial Condition and Results of Operations included as Item 2 of Part I of this report, including in particular the section entitled “Risk Management” beginning on page 91 of this report and the subsections entitled “Market Risk Management” beginning on page 91 and “Interest Rate Risk Management” beginning on page 9392 of this report, and

 

(b)Note 14 to the Consolidated Condensed Financial Statements appearing on pages 42-4740-46 of this report,

all of which materials are incorporated herein by reference. For additional information concerning market risk and our management of it, refer to: Management’s Discussion and Analysis of Financial Condition and Results of Operations appearing in Exhibit 13 to FHN’s Annual Report on Form 10-K for the year ended December 31, 2015,2016, including in particular the section entitled “Risk Management” beginning on page 4847 of that Report and the subsections entitled “Market Risk Management” beginning on page 4948 and “Interest Rate Risk Management” appearing on pages 52-5350-51 of that Report; and Note 22 to the Consolidated Financial Statements appearing on pages 156-161153-158 of Exhibit 13 to FHN’s Annual Report on Form 10-K for the year ended December 31, 2015.2016.

Item 4.Controls and Procedures

Item 4.Controls and Procedures

 

(a)Evaluation of Disclosure Controls and Procedures. FHN’s management, with the participation of FHN’s chief executive officer and chief financial officer, has evaluated the effectiveness of FHN’s disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of the end of the period covered by this quarterly report. Based on that evaluation, the chief executive officer and the chief financial officer have concluded that FHN’s disclosure controls and procedures were effective as of the end of the period covered by this report.

 

(b)Changes in Internal Control over Financial Reporting. There have not been any changes in FHN’s internal control over financial reporting during FHN’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, FHN’s internal control over financial reporting.

Part II.

OTHER INFORMATION

Item 1Legal Proceedings

Item 1Legal Proceedings

The “Contingencies” section of Note 10 to the Consolidated Condensed Financial Statements beginning on page 2726 of this Report is incorporated into this Item by reference.

Item 1ARisk Factors

Item 1ARisk Factors

Not applicable

Item 2Unregistered Sales of Equity Securities and Use of Proceeds

Item 2Unregistered Sales of Equity Securities and Use of Proceeds

 

 (a)& (b)Not Applicable

 

 (c)Table 7 captioned “Issuer Purchases of Common Stock,” including the explanatory notes, which material is included in Item 2 of Part I of this report under the heading “First Horizon National Corporation Management’s Discussion and Analysis of Financial Condition and Results of Operations,” beginning on page 7776 of this report, is incorporated herein by reference.

Items 3,4, and5

Items 3, 4, and 5

Not applicable

Item 6.Exhibits

Item 6.Exhibits

(a) Exhibits

Exhibits marked * represent management contracts or compensatory plans or arrangements required to be identified as such and filed as exhibits.

Exhibits marked ** are “furnished” pursuant to 18 U.S.C. Section 1350 and are not “filed” as part of this Report or as a separate disclosure document.

Exhibits marked *** contain or consist of interactive data file information which is unaudited and unreviewed.

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. 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.

 

Exhibit No.

 

Description

3.2

2.1
 

Bylaws,Agreement and Plan of Merger, dated as amendedof May 3, 2017, by and restated effective April 26, 2016,among First Horizon National Corporation, Capital Bank Financial Corp., and Firestone Sub, Inc., incorporated by reference to Exhibit 3.12.1 to FHN’sFirst Horizon’s Current Report on Form 8-K dated April 26, 2016.

filed May 5, 2017.
4 FHN 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.
10.1* Form of Grant Notice for Executive Performance Stock Units [2016][2017]
10.2* Form of Grant Notice for Executive Stock Options [2016][2017]
10.3* Form of Grant Notice for Executive Restricted Stock Units [2016][2017]
10.4* FormSections of Grant Notice for Executive Retention Restricted Stock Units [2016]Director Policy pertaining to compensation
10.5*10.5 Form of Grant Notice for Special Retention Stock Options [2016]
10.6*Form of Grant Notice for Special Retention Stock Units [2016]
10.7*Equity Compensation Plan, as amended and restated April 26, 2016,Company Support Agreement, incorporated by reference to Appendix AExhibit 10.1 to FHN’s Proxy Statement for its annual meetingFirst Horizon’s Current Report on April 26, 2016
10.8*Management Incentive Plan, as amended and restated April 26, 2016, incorporated by reference to Appendix B to FHN’s Proxy Statement for its annual meeting on April 26, 2016Form 8-K filed May 5, 2017.
31(a) Rule 13a-14(a) Certifications of CEO (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002)
31(b) Rule 13a-14(a) Certifications of CFO (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002)
32(a)** 18 USC 1350 Certifications of CEO (pursuant to Section 906 of the Sarbanes-Oxley Act of 2002)
32(b)** 18 USC 1350 Certifications of CFO (pursuant to Section 906 of the Sarbanes-Oxley Act of 2002)
101*** The following financial information from First Horizon National Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016,2017, formatted in XBRL: (i) Consolidated Condensed Statements of Condition at March 31, 2016 and 2015,2017 and December 31, 2015;2016; (ii) Consolidated Condensed Statements of Income for the Three Months Ended March 31, 20162017 and 2015;2016; (iii) Consolidated Condensed Statements of Comprehensive Income for the Three Months Ended March 31, 20162017 and 2015;2016; (iv) Consolidated Condensed Statements of Equity for the Three Months Ended March 31, 20162017 and 2015;2016; (v) Consolidated Condensed Statements of Cash Flows for the Three Months Ended March 31, 20162017 and 2015;2016; (vi) Notes to Consolidated Condensed Financial Statements.

101.INS*** XBRL Instance Document
101.SCH*** XBRL Taxonomy Extension Schema
101.CAL*** XBRL Taxonomy Extension Calculation Linkbase
101.LAB*** XBRL Taxonomy Extension Label Linkbase
101.PRE*** XBRL Taxonomy Extension Presentation Linkbase
101.DEF*** XBRL Taxonomy Extension Definition Linkbase

SIGNATURES

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

 

  

FIRST HORIZON NATIONAL CORPORATION

(Registrant)

DATE: May 6, 20168, 2017  By: /s/ William C. Losch III
  Name: William C. Losch III
  Title: 

Executive Vice President and Chief Financial Officer

(Duly Authorized Officer and Principal Financial Officer)

EXHIBIT INDEX

Exhibits marked * represent management contracts or compensatory plans or arrangements required to be identified as such and filed as exhibits.

Exhibits marked ** are “furnished” pursuant to 18 U.S.C. Section 1350 and are not “filed” as part of this Report or as a separate disclosure document.

Exhibits marked *** contain or consist of interactive data file information which is unaudited and unreviewed.

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. 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.

 

Exhibit No.

 

Description

3.22.1 Bylaws,Agreement and Plan of Merger, dated as amendedof May 3, 2017, by and restated effective April 26, 2016,among First Horizon National Corporation, Capital Bank Financial Corp., and Firestone Sub, Inc., incorporated by reference to Exhibit 3.12.1 to FHN’sFirst Horizon’s Current Report on Form 8-K dated April 26, 2016.filed May 5, 2017.
4 FHN 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.
10.1* Form of Grant Notice for Executive Performance Stock Units [2016][2017]
10.2* Form of Grant Notice for Executive Stock Options [2016][2017]
10.3* Form of Grant Notice for Executive Restricted Stock Units [2016][2017]
10.4* FormSections of Grant Notice for Executive Retention Restricted Stock Units [2016]Director Policy pertaining to compensation
10.5*10.5 Form of Grant Notice for Special Retention Stock Options [2016]
10.6*Form of Grant Notice for Special Retention Stock Units [2016]
10.7*Equity Compensation Plan, as amended and restated April 26, 2016,Company Support Agreement, incorporated by reference to Appendix AExhibit 10.1 to FHN’s Proxy Statement for its annual meetingFirst Horizon’s Current Report on April 26, 2016
10.8*Management Incentive Plan, as amended and restated April 26, 2016, incorporated by reference to Appendix B to FHN’s Proxy Statement for its annual meeting on April 26, 2016Form 8-K filed May 5, 2017.
31(a) Rule 13a-14(a) Certifications of CEO (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002)
31(b) Rule 13a-14(a) Certifications of CFO (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002)
32(a)** 18 USC 1350 Certifications of CEO (pursuant to Section 906 of the Sarbanes-Oxley Act of 2002)
32(b)** 18 USC 1350 Certifications of CFO (pursuant to Section 906 of the Sarbanes-Oxley Act of 2002)
101*** The following financial information from First Horizon National Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016,2017, formatted in XBRL: (i) Consolidated Condensed Statements of Condition at March 31, 2016 and 2015,2017 and December 31, 2015;2016; (ii) Consolidated Condensed Statements of Income for the Three Months Ended March 31, 20162017 and 2015;2016; (iii) Consolidated Condensed Statements of Comprehensive Income for the Three Months Ended March 31, 20162017 and 2015;2016; (iv) Consolidated Condensed Statements of Equity for the Three Months Ended March 31, 20162017 and 2015;2016; (v) Consolidated Condensed Statements of Cash Flows for the Three Months Ended March 31, 20162017 and 2015;2016; (vi) Notes to Consolidated Condensed Financial Statements.

101.INS*** XBRL Instance Document
101.SCH*** XBRL Taxonomy Extension Schema
101.CAL*** XBRL Taxonomy Extension Calculation Linkbase
101.LAB*** XBRL Taxonomy Extension Label Linkbase
101.PRE*** XBRL Taxonomy Extension Presentation Linkbase
101.DEF*** XBRL Taxonomy Extension Definition Linkbase

 

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