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FIRST HORIZON CORP - Quarter Report: 2020 September (Form 10-Q)


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________  
FORM 10-Q
_____________________________________
(Mark One)
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2020
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
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)



Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading Symbol(s)Name of Exchange on which Registered
$.625 Par Value Common Capital Stock FHNNew York Stock Exchange LLC
Depositary Shares, each representing a 1/4,000th interest in
a share of Non-Cumulative Perpetual Preferred Stock, Series A		FHN PR ANew York Stock Exchange LLC
Depositary Shares, each representing a 1/400th interest in
a share of Non-Cumulative Perpetual Preferred Stock, Series B		FHN PR BNew York Stock Exchange LLC
Depositary Shares, each representing a 1/400th interest in
a share of Non-Cumulative Perpetual Preferred Stock, Series C		FHN PR CNew York Stock Exchange LLC
Depositary Shares, each representing a 1/400th interest in
a share of Non-Cumulative Perpetual Preferred Stock, Series D		FHN PR DNew York Stock Exchange LLC
Depositary Shares, each representing a 1/4,000th interest in
a share of Non-Cumulative Perpetual Preferred Stock, Series E		FHN PR ENew York Stock Exchange LLC
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    ☒  Yes    ☐  No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    ☒  Yes    ☐  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. 
Large Accelerated Filer☒Accelerated filer☐ Non-accelerated filer ☐
Smaller reporting company☐Emerging Growth Company☐  
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ 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 September 30, 2020
Common Stock, $.625 par value  554,787,728


Table of Contents
FIRST HORIZON NATIONAL CORPORATION
INDEX
 


---------------------------
PART 1. FINANCIAL INFORMATION
---------------------------
 
Item 1. Financial Statements
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.


FIRST HORIZON NATIONAL CORP. 3Q20 FORM 10-Q REPORT 1


CONSOLIDATED BALANCE SHEETS
First Horizon National Corporation
(Unaudited)December 31,
September 30,
(Dollars in thousands, except per share amounts)20202019
Assets
Cash and due from banks$1,074,646 $633,728 
Interest-bearing deposits with banks5,443,292 482,405 
Federal funds sold and securities purchased under agreements to resell593,467 633,165 
Trading securities1,386,069 1,346,207 
Securities available for sale at fair value7,995,872 4,445,403 
Loans held for sale (including $371,831 and $14,033 at fair value, respectively)
1,050,504 593,790 
Loans and leases (including $12,372 and $— at fair value, respectively)
59,706,531 31,061,111 
Allowance for loan and lease losses(988,102)(200,307)
Net loans and leases58,718,429 30,860,804 
Premises and equipment756,113 455,006 
Goodwill 1,510,431 1,432,787 
Other intangible assets365,700 130,200 
Other assets4,135,056 2,297,405 
Total assets$83,029,579 $43,310,900 
Liabilities
Noninterest-bearing deposits$21,384,379 $8,428,951 
Interest-bearing deposits47,024,528 24,000,584 
Total deposits68,408,907 32,429,535 
Trading liabilities477,073 505,581 
Short-term borrowings2,141,719 3,518,314 
Term borrowings2,161,870 791,368 
Other liabilities1,695,868 990,094 
Total liabilities74,885,437 38,234,892 
Equity
Preferred stock, Non-cumulative perpetual, no par value; authorized 5,000,000 shares; issued 26,250 and 1,000 shares, respectively
470,370 95,624 
Common stock, $0.625 par value; authorized 700,000,000 and 400,000,000 shares, respectively; issued 554,787,728 and 311,469,056 shares, respectively
346,742 194,668 
Capital surplus5,061,079 2,931,451 
Retained earnings2,110,990 1,798,442 
Accumulated other comprehensive loss, net(140,470)(239,608)
FHN shareholders' equity7,848,711 4,780,577 
Noncontrolling interest295,431 295,431 
Total equity8,144,142 5,076,008 
Total liabilities and equity$83,029,579 $43,310,900 
Certain previously reported amounts have been reclassified to agree with current presentation.
See accompanying notes to consolidated financial statements.

FIRST HORIZON NATIONAL CORP. 3Q20 FORM 10-Q REPORT 2


CONSOLIDATED STATEMENTS OF INCOME
First Horizon National Corporation
 Three Months Ended
September 30,		Nine Months Ended
September 30,
(Dollars and shares in thousands except per share data) (Unaudited)2020201920202019
Interest income
Interest and fees on loans and leases$557,195 $356,371 $1,189,707 $1,040,421 
Interest and fees on loans held for sale8,284 6,069 21,779 24,074 
Interest on securities available for sale:
  Taxable24,113 28,418 75,846 90,935 
  Tax-exempt1,421 352 2,421 925 
Interest on trading securities6,177 10,512 28,017 37,214 
Interest on other earning assets1,021 5,772 5,433 26,629 
Total interest income598,211 407,494 1,323,203 1,220,198 
Interest expense
Interest on deposits42,293 78,591 121,527 239,803 
Interest on trading liabilities699 2,943 4,965 9,515 
Interest on short-term borrowings1,259 11,532 12,578 29,314 
Interest on term borrowings21,595 13,752 43,622 42,772 
Total interest expense65,846 106,818 182,692 321,404 
Net interest income532,365 300,676 1,140,511 898,794 
Provision for credit losses227,000 14,366 502,388 36,273 
Net interest income after provision for credit losses305,365 286,310 638,123 862,521 
Noninterest income
Fixed income110,943 77,645 318,999 197,808 
Deposit transactions and cash management42,056 34,379 103,133 98,374 
Mortgage banking and title income65,503 2,019 72,072 6,477 
Brokerage, management fees and commissions17,891 14,157 47,096 40,910 
Trust services and investment management11,741 7,163 26,669 22,077 
Bankcard income10,457 7,017 24,362 20,324 
Securities gains (losses), net(1,170)97 (2,638)177 
Purchase accounting gain532,150 — 532,150 — 
Other income33,352 29,258 82,105 84,626 
Total noninterest income822,923 171,735 1,203,948 470,773 
Noninterest expense
Personnel expense329,439 167,022 713,168 516,590 
Net occupancy expense39,098 18,887 80,106 60,299 
Legal and professional fees43,236 19,764 64,863 52,671 
Computer software25,512 15,191 58,061 45,331 
Operations services15,634 11,634 38,980 34,835 
Contributions39,339 167 39,811 408 
Equipment expense12,022 8,197 28,958 25,401 
Amortization of intangible assets14,629 6,206 25,221 18,628 
Other expense68,131 61,238 160,971 150,720 
Total noninterest expense587,040 308,306 1,210,139 904,883 
Income before income taxes541,248 149,739 631,932 428,411 
Provision for income taxes2,210 35,796 19,757 97,321 
Net income$539,038 $113,943 $612,175 $331,090 
Net income attributable to noncontrolling interest2,977 2,883 8,680 8,555 
Net income attributable to controlling interest$536,061 $111,060 $603,495 $322,535 
Preferred stock dividends12,722 1,550 15,822 4,650 
Net income available to common shareholders$523,339 $109,510 $587,673 $317,885 
Basic earnings per share$0.95 $0.35 $1.50 $1.01 
Diluted earnings per share $0.95 $0.35 $1.50 $1.00 
Weighted average common shares549,690 311,888391,699 314,442
Diluted average common shares550,846 313,805392,713 316,401
Certain previously reported amounts have been reclassified to agree with current presentation.
See accompanying notes to consolidated financial statements.


FIRST HORIZON NATIONAL CORP. 3Q20 FORM 10-Q REPORT 3


CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
 
 First Horizon National Corporation
 Three Months Ended
September 30,		Nine Months Ended
September 30,
(Dollars in thousands) (Unaudited)2020201920202019
Net income$539,038 $113,943 $612,175 $331,090 
Other comprehensive income (loss), net of tax:
Net unrealized gains (losses) on securities available for sale(5,118)16,889 82,130 113,696 
Net unrealized gains (losses) on cash flow hedges(2,933)2,844 10,145 17,140 
Net unrealized gains (losses) on pension and other postretirement plans2,379 2,102 6,863 5,126 
Other comprehensive income (loss)(5,672)21,835 99,138 135,962 
Comprehensive income533,366 135,778 711,313 467,052 
Comprehensive income attributable to noncontrolling interest2,977 2,883 8,680 8,555 
Comprehensive income attributable to controlling interest$530,389 $132,895 $702,633 $458,497 
Income tax expense (benefit) of items included in Other comprehensive income:
Net unrealized gains (losses) on securities available for sale$(2,253)$5,544 $26,198 $37,321 
Net unrealized gains (losses) on cash flow hedges(771)934 3,494 5,626 
Net unrealized gains (losses) on pension and other postretirement plans2,208 690 3,670 1,683 
See accompanying notes to consolidated financial statements.


FIRST HORIZON NATIONAL CORP. 3Q20 FORM 10-Q REPORT 4


CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

First Horizon National Corporation
Nine months ended September 30, 2020
Preferred StockCommon Stock
(Dollars and shares in thousands, except per share data) (unaudited)SharesAmountSharesAmountCapital
Surplus		Retained EarningsAccumulated
Other
Comprehensive
Income (Loss) (a)		Noncontrolling Interest     Total
Balance, December 31, 20191,000 $95,624 311,469 $194,668 $2,931,451 $1,798,442 $(239,608)$295,431 $5,076,008 
Adjustment to reflect adoption of ASU 2016-13
— — — — — (96,057)— — (96,057)
Beginning balance, as adjusted 1,000 95,624 311,469 194,668 2,931,451 1,702,385 (239,608)295,431 4,979,951 
Net income — — — — — 13,620 — 2,852 16,472 
Other comprehensive income (loss)— — — — — — 103,444 — 103,444 
Comprehensive income (loss)— — — — — 13,620 103,444 2,852 119,916 
Cash dividends declared:
Preferred stock ($1,550 per share)
— — — — — (1,550)— — (1,550)
Common stock ($0.15 per share)
— — — — — (47,350)— — (47,350)
Common stock repurchased— — (141)(88)(1,976)— — — (2,064)
Common stock issued for:
Stock options and restricted stock - equity awards— — 652 407 3,733 — — — 4,140 
Stock-based compensation expense— — — — 7,281 — — — 7,281 
Dividends declared - noncontrolling interest of subsidiary preferred stock— — — — — — — (2,852)(2,852)
Other (b)— — (117)(73)(1,819)— — — (1,892)
Balance, March 31, 20201,000 $95,624 311,863 $194,914 $2,938,670 $1,667,105 $(136,164)$295,431 $5,055,580 
Net income— — — — — 53,814 — 2,851 56,665 
Other comprehensive income (loss)— — — — — — 1,366 — 1,366 
Comprehensive income (loss)— — — — — 53,814 1,366 2,851 58,031 
Cash dividends declared:
Preferred stock ($1,550 per share)
— — — — — (1,550)— — (1,550)
Common stock ($0.15 per share)
— — — — — (47,740)— — (47,740)
Preferred stock issuance (1,500 shares issued at $100,000 per share net of offering costs)
1,500 144,665 — — — — — — 144,665 
Common stock repurchased— — (183)(114)(1,354)— — — (1,468)
Common stock issued for:
Stock options and restricted stock - equity awards— — 679 424 (424)— — — — 
Stock-based compensation expense— — — — 3,718 — — — 3,718 
Dividends declared - noncontrolling interest of subsidiary preferred stock— — — — — — — (2,851)(2,851)
Balance, June 30, 20202,500 $240,289 312,359 $195,224 $2,940,610 $1,671,629 $(134,798)$295,431 $5,208,385 
Net income— — — — — 536,061 — 2,977 539,038 
Other comprehensive income (loss)— — — — — — (5,672)— (5,672)
Comprehensive income (loss)— — — — — 536,061 (5,672)2,977 533,366 
Cash dividends declared:
Preferred stock — — — — — (12,722)— — (12,722)
Common stock ($0.15 per share)
— — — — — (84,095)— — (84,095)
Common stock repurchased— — (88)(56)(781)— — — (837)
Common stock issued for:
Stock options and restricted stock - equity awards— — 138 87 (87)— — — — 
Issued in business combination23,750 230,081 243,015 151,885 2,115,330 — — — 2,497,296 
Stock-based compensation expense— — — — 11,588 — — — 11,588 
Dividends declared - noncontrolling interest of subsidiary preferred stock— — — — — — — (2,977)(2,977)
Other (c)— — (636)(398)(5,581)117 $— — (5,862)
Balance, September 30, 202026,250 $470,370 554,788 $346,742 $5,061,079 $2,110,990 $(140,470)$295,431 $8,144,142 
(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) Represents shares canceled in connection with the resolution of remaining Capital Bank Financial Corporation ("CBF") dissenters' appraisal process.
(c) Represents shares canceled to cover taxes on the IBKC equity compensation grants that automatically vested as part of the merger.

FIRST HORIZON NATIONAL CORP. 3Q20 FORM 10-Q REPORT 5


Nine months ended September 30, 2019
Preferred StockCommon Stock
(Dollars and shares in thousands, except per share data) (unaudited)SharesAmountSharesAmountCapital
Surplus		Retained EarningsAccumulated
Other
Comprehensive
Income (Loss) (a)		Noncontrolling InterestTotal
Balance, December 31, 20181,000 $95,624 318,573 $199,108 $3,029,425 $1,542,408 $(376,616)$295,431 $4,785,380 
Adjustment to reflect adoption of ASU 2016-02
— — — — — (1,011)— — (1,011)
Beginning balance, as adjusted 1,000 95,624 318,573 199,108 3,029,425 1,541,397 (376,616)295,431 4,784,369 
Net income — — — — — 100,585 — 2,820 103,405 
Other comprehensive income (loss)— — — — — — 55,465 — 55,465 
Comprehensive income (loss)— — — — — 100,585 55,465 2,820 158,870 
Cash dividends declared:
Preferred stock ($1,550 per share)
— — — — — (1,550)— — (1,550)
Common stock ($0.14 per share)
— — — — — (44,864)— — (44,864)
Common stock repurchased (b)— — (3,594)(2,246)(51,190)— — — (53,436)
Common stock issued for:
Stock options and restricted stock - equity awards— — 382 239 281 — — — 520 
Stock-based compensation expense— — — — 5,432 — — — 5,432 
Dividends declared - noncontrolling interest of subsidiary preferred stock— — — — — — — (2,820)(2,820)
Balance, March 31, 20191,000 $95,624 315,361 $197,101 $2,983,948 $1,595,568 $(321,151)$295,431 $4,846,521 
Net income— — — — — 110,890 — 2,852 113,742 
Other comprehensive income (loss)— — — — — — 58,662 — 58,662 
Comprehensive income (loss)— — — — — 110,890 58,662 2,852 172,404 
Cash dividends declared:
Preferred stock ($1,550 per share)
— — — — — (1,550)— — (1,550)
Common stock ($0.14 per share)
— — — — — (44,388)— — (44,388)
Common stock repurchased (b)— — (3,654)(2,284)(49,938)— — — (52,222)
Common stock issued for:
Stock options and restricted stock - equity awards— — 771 482 2,462 — — — 2,944 
Stock-based compensation expense— — — — 5,224 — — — 5,224 
Dividends declared - noncontrolling interest of subsidiary preferred stock— — — — — — — (2,852)(2,852)
Balance, June 30, 20191,000 $95,624 312,478 $195,299 $2,941,696 $1,660,520 $(262,489)$295,431 $4,926,081 
Net income— — — — — 111,060 — 2,883 113,943 
Other comprehensive income (loss)— — — — — — 21,835 — 21,835 
Comprehensive income (loss)— — — — — 111,060 21,835 2,883 135,778 
Cash dividends declared:
Preferred stock ($1,550 per share)
— — — — — (1,550)— — (1,550)
Common stock ($0.14 per share)
— — — — — (44,184)— — (44,184)
Common stock repurchased (b)— — (1,804)(1,127)(27,255)— — — (28,382)
Common stock issued for:— 
Stock options and restricted stock - equity awards— — 506 315 5,046 — — — 5,361 
Stock-based compensation expense— — — — 5,822 — — — 5,822 
Dividends declared - noncontrolling interest of subsidiary preferred stock— — — — — — — (2,883)(2,883)
Balance, September 30, 20191,000 $95,624 311,180 $194,487 $2,925,309 $1,725,846 $(240,654)$295,431 $4,996,043 

(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)Includes $51.5 million, $50.2 million, and $28.2 million repurchased under share repurchase programs in first, second and third quarter 2019, respectively.

See accompanying notes to consolidated financial statements.

FIRST HORIZON NATIONAL CORP. 3Q20 FORM 10-Q REPORT 6


CONSOLIDATED STATEMENTS OF CASH FLOWS
 First Horizon National Corporation
 Nine months ended September 30,
(Dollars in thousands) (Unaudited)20202019
Operating Activities
Net income$612,175 $331,090 
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Provision for credit losses502,388 36,273 
Provision (benefit) for deferred income taxes(82,444)69,102 
Depreciation and amortization of premises and equipment36,818 33,142 
Amortization of intangible assets25,221 18,628 
Net other amortization and accretion(18,048)1,632 
Net (increase) decrease in derivatives(325,430)(183,852)
Purchase accounting gain(532,150)— 
Stock-based compensation expense22,587 16,478 
Securities (gains) losses, net2,638 (177)
Net (gains) losses on sale/disposal of fixed assets7,194 20,453 
(Gain) loss on BOLI(4,076)— 
Loans held for sale:
Purchases and originations(2,780,401)(1,488,577)
Gross proceeds from settlements and sales1,577,599 581,137 
(Gain) loss due to fair value adjustments and other(42,781)(6,468)
Other operating activities, net725,813 1,287,711 
Total adjustments(885,072)385,482 
Net cash provided by (used in) operating activities(272,897)716,572 
Investing Activities
Proceeds from sales of securities available for sale249,404 182,824 
Proceeds from maturities of securities available for sale2,993,036 566,803 
Purchases of securities available for sale(3,166,074)(357,182)
Proceeds from sales of premises and equipment8,649 14,370 
Purchases of premises and equipment(35,293)(28,769)
Proceeds from sale and pay down of loans classified as held to maturity— 20,100 
Proceeds from BOLI8,228 10,085 
Net increase in loans and leases(2,309,625)(3,779,972)
Net (increase) decrease in interest-bearing deposit with banks(3,012,954)913,199 
Cash received for acquisitions, net1,805,546 — 
Other investing activities, net10,445 13,296 
Net cash used in investing activities(3,448,638)(2,445,246)
Financing Activities
Common stock:
Stock options exercised4,145 8,793 
Cash dividends paid(138,942)(127,455)
Repurchase of shares (4,295)(134,041)
Cancellation of common shares(7,754)— 
Preferred stock issuance144,665 — 
Cash dividends paid - preferred stock - noncontrolling interest(8,586)(8,555)
Cash dividends paid - preferred stock(8,249)(4,650)
Net increase (decrease) in deposits5,561,114 (738,333)
Net increase (decrease) in short-term borrowings(1,585,328)2,814,279 
Proceeds from issuance of term borrowings1,241,534 — 
Payments/maturities on term borrowings(1,070,122)(2,581)
Increases (decreases) in restricted and secured term borrowings(5,427)11,572 
Net cash provided by financing activities4,122,755 1,819,029 
Net increase in cash and cash equivalents401,220 90,355 
Cash and cash equivalents at beginning of period1,266,893 1,405,325 
Cash and cash equivalents at end of period$1,668,113 $1,495,680 
Supplemental Disclosures
Total interest paid$181,454 $303,180 
Total taxes paid89,623 32,811 
Total taxes refunded543 27,742 
Transfer from loans to OREO1,987 6,309 
Transfer from loans HFS to trading securities1,083,418 1,024,274 
Transfer from loans to loans HFS 4,283 31,465 
See accompanying notes to consolidated financial statements. 

FIRST HORIZON NATIONAL CORP. 3Q20 FORM 10-Q REPORT 7


Notes to the Consolidated Financial Statements (Unaudited)

Note 1 – Financial Information

Basis of Accounting. The unaudited interim consolidated 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 2020 period are not necessarily indicative of the results that may be expected in future periods. For further information, refer to the audited consolidated financial statements in Item 8 to FHN’s Annual Report on Form 10-K for the year ended December 31, 2019.

Merger with IBERIABANK Corporation. On July 1, 2020, FHN and IBERIABANK Corporation ("IBKC") closed their merger-of-equals transaction (the "IBKC merger"). Historical periods prior to the closing of the merger only reflect results of legacy FHN operations. Subsequent to closing, results reflect all post-acquisition activity. Refer to Note 2– Acquisitions and Divestitures for additional information regarding the transaction.

Reclassifications. In connection with the IBKC merger, certain captions in the Consolidated Balance Sheets and Consolidated Statements of Income and loan categories were realigned. Amounts reported in prior periods' consolidated financial statements, which represent FHN's pre-merger financial results, have been reclassified to conform to the current presentation.

Revenues. Revenue is recognized when the performance obligations under the terms of a contract with a customer are satisfied in an amount that reflects the consideration FHN expects to be entitled. FHN derives a significant portion of its revenues from fee-based services. Noninterest income from transaction-based fees is generally recognized immediately upon completion of the transaction. Noninterest income from service-based fees is generally recognized over the period in which FHN provides the service. Any services performed over time generally require that FHN render services each period and therefore FHN measures progress in completing these services based upon the passage of time and recognizes revenue as invoiced.

As a result of the IBKC merger on July 1, 2020, mortgage banking and title income has become a more significant revenue source. Mortgage banking and title income includes mortgage servicing income, title income, mortgage loan originations and sales, derivative settlements, as well as any changes in fair value recorded on mortgage loans and derivatives.

See Note 1– Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements on Form 10-K for the year ended December 31, 2019, for discussion of FHN's other key revenues.

Contract Balances. As of September 30, 2020, accounts receivable related to products and services on noninterest income were $8.8 million. For the three and nine months ended September 30, 2020, FHN had no material impairment losses on noninterest accounts receivable and there were no material contract assets, contract liabilities or deferred contract costs recorded on the Consolidated Balance Sheets as of September 30, 2020. Credit risk is assessed on these accounts receivable each reporting period and the amount of estimated uncollectible receivables is not material.

Transaction Price Allocated to Remaining Performance Obligations. For the three and nine months ended September 30, 2020, revenue recognized from performance obligations related to prior periods was not material.

Revenue expected to be recognized in any future year related to remaining performance obligations, excluding revenue pertaining to contracts that have an original expected duration of one year or less and contracts where revenue is recognized as invoiced, is not material.

Refer to Note 13 – Business Segment Information for a reconciliation of disaggregated revenue by major product line and reportable segment.

Debt Investment Securities. Debt securities that may be sold prior to maturity are classified as available-for-sale (“AFS”) and are carried at fair value. The unrealized gains and losses on debt securities AFS, including securities for which no credit impairment exists, are excluded from earnings and are reported, net of tax, as a component of other comprehensive income within shareholders’ equity and the Consolidated Statements of Comprehensive Income. Debt securities which management has the intent and ability to hold to maturity (“HTM”) are reported at amortized cost. Interest-only strips that are classified as securities AFS are valued at elected fair value. See Note 17 - Fair Value of Assets and Liabilities for additional information. Realized gains and losses (i.e., from sales) for debt investment securities are determined by the specific identification method and reported in noninterest income.

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Note 1 – Financial Information (Continued)
In periods subsequent to 2019, the evaluation of credit risk for HTM debt securities mirrors the process described below for loans held-for-investment. AFS debt securities are reviewed for potential credit impairment at the individual security level. The evaluation of credit risk includes consideration of third-party and government guarantees (both explicit and implicit), senior or subordinated status, credit ratings of the issuer, the effects of interest rate changes since purchase and observable market information such as issuer-specific credit spreads. Credit losses for AFS debt securities are generally recognized through establishment of an allowance for credit losses that cannot exceed the amount by which amortized cost exceeds fair value. Charge-offs are recorded as reductions of the security’s amortized cost and the credit allowance. Subsequent improvements in estimated credit losses result in reduction of the credit allowance, but not beyond zero. However, if FHN has the intent to sell or if it is more-likely-than-not that it will be compelled to sell a security with an unrecognized loss, the difference between the security's carrying value and fair value is recognized through earnings and a new amortized cost basis is established for the security (i.e., no allowance for credit losses is recognized).
FHN has elected to exclude accrued interest receivable (“AIR”) from the fair value and amortized cost basis on AFS debt securities when assessing whether these securities have experienced credit impairment. Additionally, FHN has elected to not measure an allowance for credit losses on AIR for AFS debt securities based on its policy to write off uncollectible interest in a timely manner, which generally occurs when delinquency reaches no more than 90 days for all security types. Any such write offs are recognized as a reduction of interest income. AIR for AFS debt securities is included within Other assets in the Consolidated Balance Sheet.
In periods prior to 2020, both AFS and HTM securities were reviewed quarterly for possible other-than-temporary impairment (“OTTI”). The review included an analysis of the facts and circumstances of each individual investment such as the degree of loss, the length of time the fair value had been below cost, the expectation for that security’s performance, the creditworthiness of the issuer and FHN’s intent and ability to hold the security.
Declines in value judged to be other-than-temporary (“OTTI”) based on FHN’s analysis of the facts and circumstances related to an individual investment, including securities that FHN had the intent to sell, were determined by the specific identification method. For HTM debt securities, OTTI recognized was typically credit-related and was reported in noninterest income. For impaired AFS debt securities that FHN did not intend to sell and was not required to sell prior to recovery but for which credit losses existed, the OTTI recognized was allocated between the total impairment related to credit losses which was reported in noninterest income, and the
impairment related to all other factors which was excluded from earnings and reported, net of tax, as a component of other comprehensive income within shareholders’ equity and the Consolidated Statements of Comprehensive Income.
Fed Funds Sold and Purchased. Fed funds sold and purchased represent unsecured overnight funding arrangements between participants in the Federal Reserve system primarily to assist banks in meeting their regulatory cash reserve requirements. Fed Funds sold are evaluated for credit risk each reporting period. Due to the short duration of each transaction and the history of no credit losses, no credit loss has been recognized.
Securities Purchased Under Agreements to Resell and Securities Sold Under Agreements to Repurchase. FHN purchases short-term securities under agreements to resell which are accounted for as collateralized financings except where FHN does not have an agreement to sell the same or substantially the same securities before maturity at a fixed or determinable price. All of FHN’s securities purchased under agreements to resell are recognized as collateralized financings. Securities delivered under these transactions are delivered to either the dealer custody account at the FRB or to the applicable counterparty. Securities sold under agreements to repurchase are offered to cash management customers as an automated, collateralized investment account. Securities sold under agreements to repurchase are also used by the consumer/commercial bank to obtain favorable borrowing rates on its purchased funds. All of FHN's securities sold under agreements to repurchase are secured borrowings. Collateral is valued daily and FHN may require counterparties to deposit additional securities or cash as collateral, or FHN may return cash or securities previously pledged by counterparties, or FHN may be required to post additional securities or cash as collateral, based on the contractual requirements for these transactions.
FHN’s fixed income business utilizes securities borrowing arrangements as part of its trading operations. Securities borrowing transactions generally require FHN to deposit cash with the securities lender. The amount of cash advanced is recorded within Securities purchased under agreements to resell in the Consolidated Balance Sheets. These transactions are not considered purchases and the securities borrowed are not recognized by FHN. FHN does not conduct securities lending transactions.
Securities purchased under agreements to resell and securities borrowing arrangements are evaluated for credit risk each reporting period. As presented in Note 16 - Master Netting and Similar Agreements - Repurchase, Reverse Repurchase, and Securities Borrowing Transactions, these agreements are collateralized by the related securities and collateral maintenance provisions with counterparties, including replenishment and adjustment on a transaction specific basis. This collateral

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Note 1 – Financial Information (Continued)
includes both the securities collateral for each transaction as well as offsetting securities sold under agreements to repurchase with the same counterparty. Given the history of no credit losses and collateralized nature of these transactions, no credit loss has been recognized.
Loans Held for Sale. Loans originated or purchased for which management lacks the intent to hold are included in loans held for sale in the Consolidated Balance Sheets. FHN generally accounts for loans held for sale at the lower of amortized cost or market value (“LOCOM”), with an exception for certain mortgage loans held for sale and repurchased loans that are not governmentally insured which are carried under the fair value option of reporting.

On July 1, 2020 as part of the IBKC merger, FHN acquired a portfolio of loans held for sale which consisted of two components:

•Fair Value Option Election. These loans, which represent the majority of the IBKC loans held for sale portfolio, consist of fixed rate single-family residential mortgage loans originated by IBKC and committed to be sold in the secondary market. Gains and losses on these mortgage loans are included in mortgage banking and title income.

•Other Loans held for sale. For these loans, net unrealized losses, if any, are recognized through a valuation allowance that is recorded as a charge to noninterest income.

Loans and Leases. Generally, loans are stated at principal amounts outstanding, net of unearned income. Interest on loans is recognized on an accrual basis at the applicable interest rate on the principal amount outstanding. Loan origination fees and direct costs as well as premiums and discounts are amortized as level yield adjustments over the respective loan terms. Unamortized net fees or costs, premiums and discounts are recognized in interest income upon early repayment of the loans. Cash collections from loans that were fully charged off prior to acquisition are recognized in noninterest income. Loan commitment fees are generally deferred and amortized on a straight-line basis over the commitment period.
As a result of the IBKC merger, FHN acquired equipment financing leases to commercial customers, which are primarily classified as direct financing and sales-type leases. Equipment financing leases are reported at the net lease investment, which represents the sum of minimum lease payments over the lease term and the estimated residual value, less unearned interest income. Interest income is accrued as earned over the term of the lease based on the net investment in leases. Fees incurred to originate the lease are deferred and recognized as an adjustment of the yield on the lease.
FHN also acquired a small amount of loans held for investment in the IBKC merger which are accounted for at
elected fair value. See Note 17 - Fair Value of Assets and Liabilities for further discussion of these loans.
FHN has elected to exclude accrued interest receivable (“AIR”) from the amortized cost basis on its held-for-investment loan portfolio. FHN has also elected to not measure an allowance for credit losses on AIR for loans held for investment based on its policy to write off uncollectible interest in a timely manner, which occurs when a loan is placed on nonaccrual status. Such write-offs are recognized as a reduction of interest income. AIR for held-for-investment loans is included within Other assets in the Consolidated Balance Sheets.

FHN has continued to accrue interest on loans for which payment deferrals have been extended to borrowers affected by the COVID-19 pandemic ("COVID-19 Deferrals"). Deferrals are made for durations up to six months, which is beyond FHN's normal write-off practices for accrued interest. Therefore, these interest deferrals do not qualify for FHN's election to not recognize a credit loss allowance for accrued interest. Accordingly, FHN has estimated credit losses for COVID-19 interest deferrals which is included within AIR in Other assets in the Consolidated Balance Sheets.

Purchased Credit-Deteriorated Loans. Subsequent to 2019, at the time of acquisition FHN evaluates all acquired loans to determine if they have experienced a more-than-insignificant deterioration in credit quality since origination (“PCD loans”). PCD loans can be identified on either an 1) individual or 2) pooled basis when the loans share similar risk characteristics. FHN evaluates various absolute factors to assist in the identification of PCD loans, including criteria such as, existing PCD status, risk rating of special mention or lower, nonaccrual or impaired status, identification of prior TDRs, and delinquency status. FHN also utilizes relative factors to identify PCD loans such as commercial loan grade migration, expansion of borrower credit spreads, declines in external risk ratings and changes in consumer loan characteristics (e.g., FICO decline or LTV increase). In addition, factors reflective of broad economic considerations are also considered in identifying PCD loans. These include industry, collateral type, and geographic location for the borrower’s operations. Internal factors for origination of new loans that are similar to the acquired loans are also evaluated to assess loans for PCD status, including increases in required yields, necessity of borrowers’ providing additional collateral and/or guarantees and changes in acceptable loan duration. Other indicators may also be used to evaluate loans for PCD status depending on borrower-specific communications and actions, such public statements, initiation of loan modification discussions and obtaining emergency funding from alternate sources.
Upon acquisition, the expected credit losses are allocated to the purchase price of individual PCD loans to determine each individual assets amortized cost basis, typically

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Note 1 – Financial Information (Continued)
resulting in a reduction of the discount that is accreted prospectively to interest income. At the acquisition date and prospectively, only the unpaid principal balance is incorporated within the estimation of expected credit losses for PCD loans. Otherwise, the process for estimation of expected credit losses is consistent with that discussed below. As discussed below FHN applies undiscounted cash flow methodologies for the estimation of expected credit losses, which results in the calculated amount of credit losses at acquisition that is added to the amortized cost basis of the related PCD loans to exceed the discounted value of estimated credit losses included in the loan valuation.
Purchased Credit-Impaired Loans. Prior to 2020, ASC 310-30 “Accounting for Certain Loans or Debt Securities Acquired in a Transfer,” established guidance for acquired loans that exhibited deterioration of credit quality between origination and the time of acquisition and for which the timely collection of the interest and principal was not reasonably assured (“PCI loans”). PCI loans were initially recorded at fair value which was estimated by discounting expected cash flows at acquisition date. The expected cash flows included all contractually expected amounts (including interest) and incorporated an estimate for future expected credit losses, pre-payment assumptions, and yield requirement for a market participant, among other things. To the extent possible, certain PCI loans were aggregated into pools with composite interest rate and cash flows expected to be collected for the pool. Aggregation into loan pools was based upon common risk characteristics that include similar credit risk or risk ratings, and one or more predominant risk characteristics. Each PCI pool was accounted for as a single unit.
Accretable yield was initially established at acquisition and is the excess of cash flows expected at acquisition over the initial investment in the loan and was recognized in interest income over the remaining life of the loan, or pool of loans. Nonaccretable difference was initially established at acquisition and was the difference between the contractually required payments at acquisition and the cash flows expected to be collected at acquisition. FHN estimated expected cash flows for PCI loans on a quarterly basis. Increases in expected cash flows from the last measurement resulted in reversal of any nonaccretable difference (or allowance for loan and lease losses to the extent any has previously been recorded) with a prospective positive impact on interest income. Decreases to the expected cash flows resulted in an increase in the allowance for loan and lease losses through provision expense.
FHN did not report PCI loans as nonperforming loans due to the accretion of interest income. Additionally, PCI loans that have been pooled and subsequently modified were not reported as troubled debt restructurings since the pool was the unit of measurement.
Subsequent to 2019, PCI loans have transitioned to purchased-credit-deteriorated status and are accounted for as discussed above.
Allowance for Credit Losses. The nature of the process by which FHN determines the appropriate ALLL requires the exercise of considerable judgment. See Note 5 - Allowance for Credit Losses for a discussion of FHN’s ALLL methodology and a description of the models utilized in the estimation process for the commercial and consumer loan portfolios. The discussion herein reflects periods before and after implementation of a change in credit loss estimation processes that was effective January 1, 2020.
Future adjustments to the ALLL may be necessary if economic or other conditions differ substantially from the assumptions used in making the estimates or, if required by regulators, based upon information at the time of their examinations or upon future regulatory guidance. Such adjustments to original estimates, as necessary, are made in the period in which these factors and other relevant considerations indicate that loss levels vary from previous estimates.
Subsequent to 2019
The ALLL is maintained at a level that management determines is sufficient to absorb current expected credit losses (“CECL”) in the loan portfolio. Management uses analytical models to estimate expected credit losses in the loan portfolio as of the balance sheet date. The models are carefully reviewed to identify trends that may not be captured in the modeled loss estimates. Management uses qualitative adjustments for those items not reflected in the modeled loss information such as recent changes from the macroeconomic forecasts utilized in model calculations, results of additional stressed modeling scenarios, observed and/or expected changes affecting borrowers in specific industries or geographic areas, exposure to large lending relationships and expected recoveries of prior charge offs. Loans accounted for at elected fair value are excluded from CECL measurements.
The ALLL is increased by the provision for loan and lease losses and is decreased by loan charge-offs. The ALLL is determined in accordance with ASC 326-20 "Financial Instruments - Credit Losses.” Credit loss estimation is based on the amortized cost of Loans, net, which includes the following:
1. Unpaid principal balance for originated assets or acquisition price for purchased assets
2. Accrued interest (see elections discussed previously)
3. Accretion or amortization of premium, discount, and net deferred fees or costs
4. Collection of cash
5. Charge-offs
6. Foreign exchange adjustments (none for FHN)

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Note 1 – Financial Information (Continued)
7. Fair value hedge accounting adjustments (none for FHN)

Premiums, discounts and net deferred origination costs/fees affect the calculated amount of expected credit losses but they are not considered when determining the amount of expected credit losses that are recorded.

Under CECL, loans must be pooled when they share similar risk characteristics with other loans. Loans that do not share similar risk characteristics are evaluated individually. Expected credit loss is estimated for the remaining life of loan(s), which is limited to the remaining contractual term(s), adjusted for prepayment estimates, which are included as separate inputs into modeled loss estimates. Renewals and extensions are not anticipated unless they are included in existing loan documentation and are not unconditionally cancellable by the lender. However, losses are estimated over the estimated remaining life of reasonably expected TDRs which can extend beyond the current remaining contractual term.
Estimates of expected credit losses incorporate consideration of available information that is relevant to assessing the collectability of future cash flows. This includes internal and external information relating to past events, current conditions and reasonable and supportable forecasts of future conditions. FHN utilizes internal historical loss information as the initial point for estimating expected credit losses. Given the duration of historical information available, FHN considers its internal loss history to fully incorporate the effects of prior credit cycles. The historical loss information may be adjusted in situations where current loan characteristics (e.g., underwriting criteria) differ from those in existence at the time the historical losses occurred. Historical loss information is also adjusted for differences in economic conditions, macroeconomic forecasts and other factors management considers relevant over a period extending beyond the measurement date which is considered reasonable and supportable. This reasonable and supportable period is followed by a reversion period after which loss estimates are based on long-term historical loss averages.
FHN generally measures expected credit losses using undiscounted cash flow methodologies. Credit enhancements (e.g., guarantors) are considered in the estimation of uncollectible cash flows. Estimation of expected credit losses for loan agreements involving collateral maintenance provisions include consideration of the value of the collateral and replenishment requirements, with the maximum loss limited to the difference between the amortized cost of the loan and the fair value of the collateral. Expected credit losses for loans for which foreclosure is probable are measured at the fair value of collateral, less estimated costs to sell when disposition through sale is anticipated. Additionally, certain loans are valued at the fair value of collateral when repayment is
expected to be provided substantially through the operation or sale of the collateral when the borrower is experiencing financial difficulty. Expected credit losses for TDRs are measured in accordance with ASC 310-40, which generally requires a discounted cash flow methodology, whereby the loans are measured based on the present value of expected future payments discounted at the loan’s original effective interest rate.
Expected recoveries of previously charged-off amounts are also included as a qualitative adjustment in the estimation of expected credit losses, which reduces the amount of the allowance recognized. Estimates of recoveries on previously charged-off assets included in the valuation account do not exceed the aggregate of amounts previously written off and expected to be written off.
Since CECL requires estimation of credit for the entire expected life of loans, loss estimates are highly sensitive to changes in macroeconomic forecasts, especially when those forecasts change dramatically in short time periods. Additionally, under CECL credit loss estimates are more likely to increase rapidly in periods of loan growth.
Expected credit losses for unfunded commitments are estimated for periods where the commitment is not unconditionally cancellable by FHN. The measurement of expected credit losses for unfunded commitments mirrors that of loans with the additional estimate of future draw rates (timing and amount).
Prior to 2020
The ALLL was maintained at a level that management determined was sufficient to absorb estimated probable incurred losses in the loan portfolio. The ALLL was increased by the provision for loan losses and loan recoveries and was decreased by loan charge-offs. The ALLL was determined in accordance with ASC 450-20-50 "Contingencies - Accruals for Loss Contingencies" and was composed of reserves for commercial loans evaluated based on pools of credit graded loans and reserves for pools of smaller-balance homogeneous consumer and commercial loans. The reserve factors applied to these pools were an estimate of probable incurred losses based on management’s evaluation of historical net losses from loans with similar characteristics. Additionally, the ALLL included specific reserves established in accordance with ASC 310-10-35 for loans determined by management to be individually impaired as well as reserves associated with PCI loans. Management used analytical models to estimate probable incurred losses in the loan portfolio as of the balance sheet date. The models, which were primarily driven by historical losses, were carefully reviewed to identify trends that may not have been captured in the historical loss factors used in the models. Management used qualitative adjustments for those items not yet captured in the models like then-current events, recent trends in the portfolio, current underwriting guidelines, and local and macroeconomic trends, among other things.

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Note 1 – Financial Information (Continued)
Key components of the estimation process were as follows: (1) commercial loans determined by management to be individually impaired loans were evaluated individually and specific reserves were determined based on the difference between the outstanding loan amount and the estimated net realizable value of the collateral (if collateral dependent), the present value of expected future cash flows or by observable market prices; (2) individual commercial loans not considered to be individually impaired were segmented based on similar credit risk characteristics and evaluated on a pool basis; (3) reserve rates for the commercial segment were calculated based on historical net charge-offs and were subject to adjustment by management to reflect current events, trends, and conditions (including economic considerations and trends); (4) management’s estimate of probable incurred losses reflected the reserve rates applied against the balance of loans in the commercial segment of the loan portfolio; (5) consumer loans were generally segmented based on loan type; (6) reserve amounts for each consumer portfolio segment were calculated using analytical models based on delinquency trends and net loss experience and were subject to adjustment by management to reflect current events, trends, and conditions (including economic considerations and trends); and (7) the reserve amount for each consumer portfolio segment reflected management’s estimate of probable incurred losses in the consumer segment of the loan portfolio.
Impairment related to individually impaired loans was measured in accordance with ASC 310-10. All commercial portfolio segments, commercial TDRs and other individually impaired commercial loans were measured based on the present value of expected future payments discounted at the loan’s effective interest rate (“the DCF method”), observable market prices, or for loans that are solely dependent on the collateral for repayment, the net realizable value (collateral value less estimated costs to sell). Impaired loans also included consumer TDRs.

Transfers of Financial Assets. Transfers of financial assets, or portions thereof which meet the definition of a participating interest, are accounted for as sales when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when 1) the assets have been legally isolated from FHN, 2) the transferee has the right to pledge or exchange the assets with no conditions that constrain the transferee and provide more than a trivial benefit to FHN, and 3) FHN does not maintain effective control over the transferred assets. If the transfer does not satisfy all three criteria, the transaction is recorded as a secured borrowing. If the transfer is accounted for as a sale, the transferred assets are derecognized from FHN’s balance sheet and a gain or loss on sale is recognized. If the transfer is accounted for as a secured borrowing, the transferred assets remain on FHN’s balance sheet and the proceeds from the transaction are recognized as a liability.

Servicing Rights. FHN recognizes the rights to service mortgage and other loans as separate assets, which are recorded in other assets in the Consolidated Balance Sheets, when purchased or when servicing is contractually separated from the underlying loans by sale with servicing rights retained. For loan sales with servicing retained, a servicing right, generally an asset, is recorded at fair value at the time of sale for the right to service the loans sold. All servicing rights are identified by class and amortized over the remaining service life of the loan with periodic reviews for impairment.

Investment Tax Credit. In conjunction with the IBKC merger, FHN has elected to utilize the deferral method for acquired investments that generate investment tax credits. This includes both solar and historic tax credit investments. Under this approach, the investment tax credits are recognized as a reduction of the related asset rather than income tax expense (benefit).

Equity Compensation. As a result of the IBKC merger, as of July 1, 2020, FHN assumed phantom stock awards under various plans to directors, officers, and other key employees. Phantom stock awards are accounted for as liability awards and are remeasured at each reporting period based on changes in their fair value, which is based on changes in common share prices, until the date of settlement. Compensation cost for each reporting period until settlement is based on the change (or a portion of the change, depending on the percentage of the requisite service that has been rendered at the reporting date) in the fair value of the phantom stock award for each reporting period.

Summary of Accounting Changes. In June 2016, the FASB issued ASU 2016-13, “Measurement of Credit Losses on Financial Instruments,” which revises the measurement and recognition of credit losses for assets measured at amortized cost (e.g., HTM loans and debt securities) and 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 be collected. This represents a departure from prior GAAP as the “incurred loss” methodology for recognizing credit losses delayed recognition until it was probable a loss had been incurred. Under CECL the full amount of expected credit losses will be recognized at the time of loan origination. 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 the amortized cost of financing receivables are 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 fair

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Note 1 – Financial Information (Continued)
value. However, such credit losses are 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 for PCD assets is 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. Previously, credit losses for purchased credit-impaired assets were included in the initial basis of the assets with subsequent declines in credit resulting in expense while subsequent improvements in credit were reflected as an increase in the future yield from the assets. For non-PCD assets, expected credit losses are recognized through earnings upon acquisition and the entire premium or discount accreted to interest income over the remaining life of the loan. Credit allowances for acquired non-PCD assets are established through immediate recognition of credit loss expense (similar to originated loans) and do not consider purchase discounts related to estimated credit losses.

The provisions of ASU 2016-13 were 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 was 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 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 are recorded in earnings when received. A prospective transition approach was used for existing PCD assets where, upon adoption, the amortized cost basis was increased to offset the initial recognition of the allowance for credit losses. Thus, an entity was not required to reassess its purchased financial assets that existed 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 accretes the remaining noncredit discount (based on the revised amortized cost basis) into interest income at the effective interest rate at the adoption date.

ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. FHN’s most significant implementation
activities included review of loan portfolio segments and classes, identification and evaluation of collateral dependent loans and loans secured by collateral replenishment arrangements, selection of measurement methodologies and related model development, data accumulation and verification, development of loan life estimates, identification of reasonable and supportable forecast periods, selection of time lines and methods for reversion to unadjusted historical information, multiple preliminary analysis including parallel runs against existing loan loss estimation processes, and design and evaluation of internal controls over the new estimation processes. FHN utilizes undiscounted cash flow methods for loans except for troubled debt restructurings, which require use of discounted cash flow methodologies.

A significant portion of the adoption impact for ASU 2016-13 relates to increased reserves within the consumer portfolios, given the longer contractual maturities associated with many of these products as well as increased reserves for acquired loans that previously considered purchase discounts. Based on its implementation efforts, FHN recorded the following adoption adjustments effective January 1, 2020.
(Dollars in thousands)January 1, 2020
Loans and leases (a)$2,980 
Allowance for loan and lease losses(106,394)
Other assets (deferred taxes)31,330 
Total assets$(72,084)
Other liabilities (unfunded commitments)$23,973 
Undivided profits(96,057)
Total liabilities and equity$(72,084)
(a) The effect on loans represents the increase in amortized cost for recognition of the allowance for credit losses on PCD loans.

FHN also assessed several asset classes other than loans that are within the scope of CECL and determined that the adoption effects for the change in measurement of credit risk were minimal for these classes. This includes Fed funds sold which have no history of credit losses due to their short (typically overnight) duration and counterparty risk assessment processes. This also includes securities borrowed and securities purchased under agreements to resell which have collateral maintenance agreements that incorporate master netting provisions resulting in minimal uncollateralized positions as of any date as evidenced by the disclosures provided in Note 16 - Master Netting and Similar Agreements-Repurchase, Reverse Repurchase, and Securities Borrowing Transactions. Additionally, FHN also evaluated the composition of its AFS securities and determined that the changes in ASU 2016-13 did not have an effect on the current portfolio.

In April 2019, the FASB issued ASU 2019-04, "Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and

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Note 1 – Financial Information (Continued)
Hedging, and Topic 825, Financial Instruments," which provides an election to either 1) not measure or 2) measure separately an allowance for credit losses for accrued interest receivable (“AIR"). Entities electing to not measure an allowance for AIR must write off uncollectible interest in a timely manner. Additionally, an election is provided for the write off of uncollectible interest to be recorded either as a reversal of interest income or a charge against the allowance for credit losses or a combination of both. Disclosures are required depending upon which elections are made.

ASU 2019-04 also clarifies that when loans and securities are transferred between balance sheet categories (e.g., loans from held-for-investment to held-for-sale or securities from held-to-maturity to available-for-sale) the associated allowance for credit losses should be reversed to income and prospective accounting follows the requirements for the new classification. Further, ASU 2019-04 clarifies that recoveries should be incorporated within the estimation of the allowance for credit losses. Expected recoveries should not exceed the aggregate amount of prior write-offs and expected future write-offs. The inclusion of expected recoveries in the measurement of expected credit losses may result in a negative credit allowance in certain circumstances. Additionally, for collateral dependent financial assets, the allowance for credit losses that is added to the amortized cost basis should not exceed amounts previously written off.

ASU 2019-04 also makes several changes when a discounted cash flow approach is used to measure expected credit losses. ASU 2019-04 removes ASU 2016-03’s prohibition of using projections of future interest rate environments when using a discounted cash flow method to measure expected credit losses on variable-rate financial instruments. If an entity uses projections or expectations of future interest rate environments in estimating expected cash flows, the same assumptions should be used in determining the effective interest rate used to discount those expected cash flows. The effective interest rate should also be adjusted to consider the effects of expected prepayments on the timing of expected future cash flows. ASU 2019-04 provides an election to adjust the effective interest rate used in discounting expected cash flows to isolate credit risk in measuring the allowance for credit losses. Further, the discount rate should not be adjusted for subsequent changes in expected prepayments if a financial asset is restructured in a troubled debt restructuring.

Related to collateral-dependent financial assets, ASU 2019-04 requires inclusion of estimated costs to sell in the measurement of expected credit losses in situations where the entity intends to sell rather than operate the collateral. Additionally, the estimated costs to sell should be undiscounted when the entity intends to sell rather than operate the collateral.

Finally, ASU 2019-04 specifies that contractual renewal or extension options, except those treated as derivatives, should be included in the determination of the contractual term for a financial asset when included in the original or modified contract as of the reporting date if they are not unconditionally cancellable by the entity.

The effective date and transition requirements for these components of ASU 2019-04 are consistent with the requirements for ASU 2016-13 and FHN incorporated these changes and revisions within its implementation efforts. Based on its previous existing practices for the timely write off uncollectible AIR, FHN elected to not measure an allowance for credit losses for AIR and to continue recognition of related write-offs as a reversal of interest income.

In May 2019, the FASB issued ASU 2019-05, “Financial Instruments - Credit Losses, Targeted Transition Relief,” which provides an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis that are in the scope of ASU 2016-13, applied on an instrument-by-instrument basis. The fair value option election does not apply to HTM debt securities. The effective date and transition requirements for ASU 2019-05 are consistent with the requirements for ASU 2016-13. FHN did not elect to apply the fair value option to any asset classes that are in scope for CECL.

In November 2019, the FASB issued ASU 2019-11, “Codification Improvements to Topic 326, Financial Instruments-Credit Losses” which clarifies that expected recoveries should be included in the amortized cost basis previously written off or expected to be written off in the valuation allowance for PCD assets. ASU 2019-11 also clarifies that recoveries or expected recoveries of the unamortized noncredit discount or premium should not be included in the allowance for credit losses. ASU 2019-11 provides specific transition relief for existing troubled debt restructurings and extends the disclosure relief of ASU 2019-04 for accrued interest receivable balances to additional relevant disclosures involving amortized cost basis. Related to the assessment of credit risk for collateralized assets, ASU 2019-11 indicates that an entity should assess whether it reasonably expects the borrower will be able to continually replenish collateral securing the financial asset to apply the practical expedient of ASU 2016-13 while also requiring an estimation of expected credit losses for any difference between the amount of the amortized cost basis that is greater than the fair value of the collateral securing the financial asset.

The effective date and transition requirements for ASU 2019-11 are consistent with the requirements for ASU 2016-13 and FHN incorporated these changes and revisions within its implementation efforts and the effects are embedded within the adoption effects of ASU 2016-13. Consistent with non-PCD assets, the effect of including

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Note 1 – Financial Information (Continued)
recoveries and expected recoveries within the measurement of expected credit losses for PCD assets may result in a negative credit allowance in certain circumstances.

On March 22, 2020, The Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, the National Credit Union Administration, the Office of the Comptroller of the Currency, and the Consumer Financial Protection Bureau issued guidance (the “Interagency Guidance”) that interprets, but does not suspend, ASC 310-40 related to the identification of troubled debt restructurings (“TDRs”). Also on that day, the FASB issued a statement indicating that the Interagency Guidance had been developed in consultation with the staff of the FASB who concurred with the approach.
The Interagency Guidance indicates that a lender can conclude that a borrower is not experiencing financial difficulty if either 1) short-term (e.g., six months) modifications are made in response to the economic effects of the Coronavirus disease 2019 (“COVID-19”) pandemic, such as payment deferrals, fee waivers, extensions of repayment terms, or other delays in payment that are insignificant related to loans in which the borrower is less than 30 days past due on its contractual payments at the time a modification program is implemented, or 2) the modification or deferral program is mandated by the federal government or a state government. Accordingly, any loan modification made in response to COVID-19 pandemic that meets either of these practical expedients would not be considered a TDR because the borrower is not experiencing financial difficulty. Consistent with this perspective, financial institutions are generally not expected to designate loans with deferrals granted due to COVID-19 as past due or nonaccrual because of a deferral.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed into law. The CARES Act provides relief from certain requirements under U.S. GAAP. Section 4013 of the CARES Act provides entities optional temporary relief from the accounting and disclosure requirements for troubled debt restructurings (TDRs) under ASC 310-40 in certain situations. Section 4013 of the CARES Act permits the suspension of ASC 310-40 for loan modifications that are made by financial institutions in response to the COVID-19 pandemic if 1) the borrower was not more than 30 days past due as of December 31, 2019, and 2) the modifications are related to arrangements that defer or delay the payment of principal or interest, or change the interest rate on the loan. The CARES provisions apply to loan modifications relating to COVID-19 that are made between March 1, 2020 and the earlier of December 31, 2020 or 60 days after the national emergency related to COVID-19 ends.

On April 3, 2020, the Chief Accountant of the SEC issued a statement indicating that the staff would not object to the conclusion that elective application of the provisions of CARES Act are in accordance with GAAP for the periods that such elections are available.

On April 7, 2020, revised Interagency Guidance was issued to reflect the interaction of the CARES Act provisions and the Interagency Guidance, clarifying that the CARES Act guidance can be applied for regulatory purposes. Loan modifications outside the scope of the CARES Act and organizations that elect to not apply the CARES Act guidance should continue to apply ASC 310-40 as interpreted by the Interagency Guidance.

FHN has evaluated the provisions of the CARES Act and the Interagency Guidance related to loan modification programs instituted as a result of the COVID-19 pandemic. FHN’s programs primarily involve the deferral of principal and interest payments, fee waivers and mortgage modifications required in response to government modification requirements. With the duration of the economic effects from the pandemic continuing, in third quarter 2020, FHN initiated additional modification programs for extensions of certain borrowers which result in total deferral periods exceeding 6 months or temporary conversion of amortizing loans to interest-only status. Accordingly, FHN has applied the provisions of the CARES Act to its most recent modification programs.

Accounting Changes Issued but Not Currently Effective

In March 2020, the FASB issued ASU 2020-04, “Facilitation of the Effects of Reference Rate Reform on Financial Reporting” which provides several optional expedients and exceptions to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The provisions of ASU 2020-04 primarily affect 1) contract modifications (e.g., loans, leases, debt, and derivatives) made in anticipation that a reference rate (e.g., LIBOR) will be discontinued and 2) the application of hedge accounting for existing relationships affected by those modifications. The provisions of ASU 2020-04 are effective upon release and apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The expedients and exceptions provided by ASU 2020-04 do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. FHN has been identifying contracts affected by reference rate reform and developing modification plans for those contracts. FHN anticipates that it will utilize the optional expedients and exceptions provided by ASU 2020-04 in situations where

FIRST HORIZON NATIONAL CORP. 3Q20 FORM 10-Q REPORT 16


Note 1 – Financial Information (Continued)
they mitigate potential accounting outcomes that do not faithfully represent management’s intent or risk management activities which is consistent with the purpose of the standard.

FIRST HORIZON NATIONAL CORP. 3Q20 FORM 10-Q REPORT 17


Note 2 – Acquisitions and Divestitures

On July 1, 2020, FHN and IBERIABANK Corporation ("IBKC") closed their merger-of-equals transaction. FHN issued approximately 243 million shares of FHN common stock, plus three new series of preferred stock (Series B, Series C, and Series D) in a transaction valued at $2.5 billion. At the time of closing, IBKC operated 319 offices in 12 states, mostly in the southern and southeastern U.S.


The merger-of-equals transaction has been accounted for as a business combination. Accordingly, the assets acquired and liabilities assumed are presented at their fair values as of the merger date. The determination of fair value requires management to make estimates about discount rates, future expected cash flows, market conditions and other future events that are highly subjective in nature and subject to change.


The following schedule details a preliminary allocation of merger consideration to the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed from IBKC as of July 1, 2020.
(Dollars in thousands)IBERIABANK Corporation
Assets:
Cash and due from banks$129,553 
Interest-bearing deposits with banks1,947,933 
Securities available for sale at fair value3,544,364 
Loans held for sale319,743 
Loans and leases (a)25,917,828 
Allowance for loan and lease losses(284,457)
Other intangible assets237,763 
Premises and equipment310,617 
Other real estate owned ("OREO")8,593 
Other assets1,126,786 
Total assets acquired$33,258,723 
Liabilities:
Deposits28,231,609 
Short-term borrowings208,733 
Term borrowings1,199,533 
Other liabilities585,143 
Total liabilities assumed$30,225,018 
Net assets acquired$3,033,705 
Consideration paid:
Consideration for outstanding common stock2,242,611 
Consideration for equity awards28,291 
Consideration for preferred stock 230,641 
Cash in lieu of fractional shares12 
Total consideration paid$2,501,555 
Preliminary purchase accounting gain $(532,150)
(a)     Includes $1.3 billion of initial net investments in sales-type and direct financing leases.
In relation to the merger-of-equals, FHN recorded a preliminary $532.2 million purchase accounting gain, representing the shortfall of the purchase price under the acquisition accounting value of net assets acquired, net of deferred taxes. The preliminary purchase accounting gain is not taxable. Due to the fact that back office functions (including loan and deposit processing) still have not been
integrated, the evaluation of post-merger activity, and the extended information gathering and management review processes required to properly record acquired assets and liabilities, FHN considers its valuations of IBKC's loans and leases, allowance for loan and lease losses, loans held-for-sale, premises and equipment, OREO, other assets, tax receivables and payables, core deposit intangibles, other intangibles, time deposits, acquired debt, lease assets and

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Note 2 – Acquisitions and Divestitures (Continued)
liabilities, other liabilities and acquired contingencies to be provisional as management continues to identify and assess information regarding the nature of these assets and liabilities and reviews the associated valuation assumptions and methodologies. Accordingly, the amounts recorded for current and deferred tax assets and liabilities are also considered provisional as FHN continues to evaluate the
nature and extent of permanent and temporary (timing) differences between the book and tax bases of the acquired assets and liabilities assumed. Additionally, the accounting policies of both FHN and IBKC are in the process of being reviewed in detail. Upon completion of such review, conforming adjustments or financial statement reclassification may be determined.
The following is a description of the methods used to determine the fair values of significant assets acquired and liabilities assumed presumed above.
Cash and due from banks and Interest-bearing deposits with banks: The carrying amount of these assets is a reasonable estimate of fair value based on the short-term nature of these assets.
Securities available for sale: Fair values for securities were based on quoted market prices where available. If quoted market prices are not available, fair value estimates are based on observable inputs obtained from market transactions in similar securities. Securities held to maturity were reclassified to securities available for sale based on FHN's intent at closing.
Loans: Fair values for loans were based on a discounted cash flow methodology that considered factors including loan type and related collateral, classification status, remaining term of the loan, fixed or variable interest rate, amortization status and current discount rates. Expected cash flows were derived using inputs consistent with management's assessment of credit risk for allowance measurement with adjustments for consistency with fair value measurement concepts. Large loans were specifically reviewed to evaluate credit risk. Loans were valued individually although multiple inputs were applied to loans with similar characteristics as appropriate. The discount rate did not include an explicit factor for credit losses, as that was included as a reduction to the estimated cash flows.

Leases: Sales-type and direct financing leases were valued at the net investment in the lease which consists of both the lease receivable (including both the remaining lease payments and the guaranteed residual asset value) and the unguaranteed residual asset, if any. Discounting of the lease receivable was performed using the rate implicit in the lease. The unguaranteed residual asset represents the difference in the fair value of the underlying asset and the lease receivable and therefore includes consideration of all terms and conditions in the lease.
Intangible assets: Core deposit intangible assets ("CDI") represents the value of the relationships with deposit customers. The fair value for CDI was estimated based on a discounted cash flow methodology that gave appropriate consideration to expected customer attrition rates, net maintenance cost of the deposit base, alternative costs of funds, and the interest costs associated with the customer deposits. The CDI is being amortized over its estimated
useful life of approximately ten years utilizing an accelerated method. Customer relationship intangibles are valued using a discounted cash flow methodology that reflects the estimated value of the future net earnings from the relationships which includes adjustments for estimated attrition.
Loans Held for Sale: The valuation of loans held for sale, primarily conforming mortgages, reflected quotes or bids on these loans directly from the purchasing financial institutions.
Allowance for Loan and Lease Losses: The allowance for loan losses relates to PCD loans and was determined using a methodology consistent with that described in Note 5 - Allowance for Credit Losses with inputs determined as of the merger date.
Derivatives: Derivative assets and liabilities are included in Other assets and Other liabilities. Forward sales contracts are valued using current transactions involving identical securities. Interest rate swaps, interest rate locks, interest rate collars, interest rate floors, and equity indexed derivatives are estimated using prices of financial instruments with similar characteristics and observable inputs. Risk participations also incorporate an estimate of credit risk.
Lease Assets and Lease Liabilities: Lease assets and lease liabilities were measured using a methodology that involved estimating the future rental payments over the remaining lease term with discounting using a fully-collateralized discount rate. The lease term was determined for individual leases based on management's assessment of the probability of exercising existing renewal options. The net effect of any off-market terms in a lease were also discounted and applied to the balance of the lease asset.
Premises and Equipment: Land and buildings held for use are valued at appraised values, which reflect considerations of recent disposition values for similar property types with adjustments for characteristics of individual properties. Locations held for sale are valued at appraised values which also reference recent disposition values for similar property types but also considers marketability discounts for vacant properties. The valuations of locations held for

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Note 2 – Acquisitions and Divestitures (Continued)
sale are reduced by estimated costs to sell. Other fixed assets are valued using a discounted cash flow methodology which reflects estimates of future value of assets to a hypothetical buyer.
OREO: OREO properties are valued at estimated fair value less estimated costs to sell the real estate. Estimated fair value is determined using appraised values which includes consideration of recent disposition values for similar property types with adjustments for characteristics of individual properties.
Deposits: The fair values used for the demand and savings deposits by definition equal the amount payable on demand at the acquisition date. Fair values for time deposits were estimated using a discounted cash flow analysis applying interest rates currently offered to the contractual interest rates on such time deposits.
Short-term borrowings: The carrying amount of these liabilities is a reasonable estimate of fair value based on the short-term nature of these liabilities.

Term Borrowings: The fair values of long-term debt instruments are estimated based on quoted market prices for instrument if available, or for similar instruments if not available. For redeemable debt instruments, an evaluation of the debt terms in comparison to current financing alternatives was performed to evaluate if the redemption value represented the fair value relevant to a market participant. If pricing for similar instruments is not available, a discounted cash flow analysis is utilized based on estimated current borrowing rates for similar types of instruments and considers whether the debt is currently callable. Estimated discount rates are determined from the perspective of the post-merger combined entity rather than the acquiree and/or original issuers.
FHN's operating results for the three and nine months ended September 30, 2020 include the operating results of the acquired assets and assumed liabilities of IBKC subsequent to the merger-of-equals transaction on July 1, 2020.

The following table presents unaudited pro forma information as if the transaction occurred on January 1, 2019. The pro forma information does not necessarily reflect the results of operations that would have occurred had the two companies combined on January 1, 2019. Furthermore, cost savings and other business synergies related to the transaction are not reflected in the pro forma amounts.
Actual from acquistion date through September 30, 2020Unaudited Pro Forma Information for the
(Dollars in thousands)Three Months Ended September 30, 2020Three Months Ended September 30, 2019 (a)Nine Months Ended September 30, 2020Nine Months Ended September 30, 2019 (a)
Net interest income$222,912 $550,636 $566,174 $1,691,623 $1,711,502 
Noninterest income89,510 290,773 235,409 783,132 645,781 
Net income (loss)(41,750)71,162 218,572 359,214 654,884 
(a) Three and nine months ended September 30, 2019 does not include the impact of CECL which was adopted January 1, 2020.
Total merger and integration expenses for the IBKC merger recognized for the three and nine months ended September 30, 2020 are presented in the table below:
(Dollars in thousands)Three Months Ended September 30, 2020Nine Months Ended September 30, 2020
Legal and professional fees (a)$29,984 $34,394 
Personnel expense (b)34,846 40,240 
Contribution expense (c)20,000 20,000 
Miscellaneous expense (d)11,138 12,395 
Total IBKC acquisition expense$95,968 $107,029 
(a)    Primarily comprised of fees for legal, accounting, and merger consultants.
(b)     Primarily comprised of fees for severance and retention.
(c) Comprised of contribution expense related to the establishment of the First Horizon Louisiana Foundation.
(d)     Primarily comprised of fees for travel and entertainment, contract employment, contributions and other miscellaneous expenses.


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Note 2 – Acquisitions and Divestitures (Continued)
On July 17, 2020, First Horizon Bank completed its purchase of 30 branches from Truist Bank. As part of the transaction, FHN assumed approximately $2.2 billion of branch deposits for a 3.40% deposit premium and purchased approximately $423.4 million of branch loans. The branches are in communities in North Carolina (20 branches), Virginia (8 branches), and Georgia (2 branches). This transaction qualifies as a business combination.



Due to the timing of transaction completion in relation to quarter end, FHN considers its valuations of Truist's loans, fixed assets, core deposit intangible assets and other liabilities to be provisional as management continues to identify and assess information regarding the nature of these assets and liabilities and reviews the associated valuation assumptions and methodologies. Fair value estimates related to the acquired assets and liabilities assumed are subject to adjustment for up to one year after the closing date of the transaction as additional information as of closing date becomes available.

The following schedule details a preliminary allocation of merger consideration to the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed from Truist Bank as of July 17, 2020.
(Dollars in thousands)Truist Bank
Assets:
Cash and due from banks$2,201,685 
Loans and leases423,397 
Allowance for loan and lease losses(2,355)
Other intangible assets7,000 
Premises and equipment10,965 
Other assets27,700 
Total assets acquired$2,668,392 
Liabilities:
Deposits2,194,870 
Other liabilities29,733 
Total liabilities assumed$2,224,603 
Net assets acquired$443,789 
Consideration paid:
Cash521,433 
Total consideration paid$521,433 
Preliminary goodwill$77,644 


In relation to the acquisition, FHN recorded $77.6 million in goodwill, representing the excess of acquisition consideration over the estimated fair value of net assets acquired. All goodwill has been attributed to FHN's Regional Banking segment (refer to Note 7 - Intangible Assets for additional information). This goodwill is the result of expected synergies, operational efficiencies and other factors. FHN's operating results for the three and nine months ended September 30, 2020 include the operating
results of the acquired assets and assumed liabilities of Truist Bank subsequent to the acquisition on July 17, 2020.
See Note 2- Acquisitions and Divestitures in the Notes to Consolidated Financial Statements on Form 10-K for the year ended December 31, 2019, for additional information about FHN's other acquisitions. Expenses related to FHN's merger and integration activities are recorded in FHN's Corporate segment.

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Note 2 – Acquisitions and Divestitures (Continued)
Total other merger and integration expense recognized for the three and nine months ended September 30, 2020 and 2019 are presented in the table below:
Three Months Ended
September 30,		Nine Months Ended
September 30,
(Dollars in thousands)2020201920202019
Legal and professional fees (a)$1,196 $3,507 $3,322 $9,852 
Personnel expense (b)303 1,473 786 4,462 
Contract employment and outsourcing (c)203 223 929 240 
Net occupancy expense (d)449 (76)342 1,547 
Miscellaneous expense (e)951 1,022 2,276 2,170 
All other expense (f)1,723 2,840 6,207 5,025 
Total$4,825 $8,989 $13,862 $23,296 
Certain previously reported amounts have been reclassified to agree with current presentation.
(a)     Primarily comprised of fees for legal, accounting, and merger consultants.
(b)     Primarily comprised of fees for severance and retention.
(c)    Primarily relates to fees for temporary assistance for merger and integration activities.
(d)    Primarily relates to expenses associated with lease exits.
(e)    Consists of fees for operations services, communications and courier, equipment rentals, depreciation and maintenance, supplies, travel and entertainment, computer software, and advertising and public relations.
(f)    Primarily relates to contract termination charges, internal technology development costs, costs of shareholder matters and asset impairments, as well as other miscellaneous expenses.

In addition to the transactions mentioned above, FHN acquires or divests assets from time to time in transactions that are considered business combinations or divestitures but are not material to FHN individually or in the aggregate. In April 2019, FHN sold a subsidiary acquired as part of the CBF merger in 2017 that did not fit within FHN's risk profile. The sale resulted in the removal of approximately $25 million UPB of subprime consumer loans from Loans held for sale on FHN's Consolidated Balance Sheets.

FIRST HORIZON NATIONAL CORP. 3Q20 FORM 10-Q REPORT 22


Note 3 – Investment Securities
The following tables summarize FHN’s investment securities on September 30, 2020 and December 31, 2019:
 September 30, 2020
(Dollars in thousands)Amortized
Cost		Gross
Unrealized
Gains		Gross
Unrealized
Losses		Fair
Value
Securities available for sale:
U.S. treasuries$300,037 $— $(3)$300,034 
Government agency issued mortgage-backed securities (“MBS”)3,731,490 97,734 (2,158)3,827,066 
Government agency issued collateralized mortgage obligations (“CMO”)2,675,192 31,694 (1,439)2,705,447 
Other U.S. government agencies644,328 13,942 (4)658,266 
Corporates and other debt39,936 74 — 40,010 
States and municipalities421,754 10,342 (6)432,090 
$7,812,737 $153,786 $(3,610)7,962,913 
AFS debt securities recorded at fair value through earnings:
SBA-interest only strips (a)32,959 
Total securities available for sale (b)$7,995,872 
 
(a)SBA-interest only strips are recorded at elected fair value. See Note 17 - Fair Value of Assets and Liabilities for additional information.
(b)Includes $5.7 billion of securities pledged to secure public deposits, securities sold under agreements to repurchase, and for other purposes.
 December 31, 2019
(Dollars in thousands)Amortized
Cost		Gross
Unrealized
Gains		Gross
Unrealized
Losses		Fair
Value
Securities available for sale:
U.S. treasuries$100 $— $— $100 
Government agency issued MBS2,316,381 34,692 (2,556)2,348,517 
Government agency issued CMO1,667,773 9,916 (7,197)1,670,492 
Other U.S. government agencies303,463 3,750 (1,121)306,092 
Corporates and other debt40,054 486 — 40,540 
States and municipalities57,232 3,324 (30)60,526 
$4,385,003 $52,168 $(10,904)4,426,267 
AFS debt securities recorded at fair value through earnings:
SBA-interest only strips (a)19,136 
Total securities available for sale (b)$4,445,403 
 
(a)SBA-interest only strips are recorded at elected fair value. See Note 17 - Fair Value of Assets and Liabilities for additional information.
(b)Includes $3.8 billion of securities pledged to secure public deposits, securities sold under agreements to repurchase, and for other purposes.


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Note 3 – Investment Securities (Continued)
The amortized cost and fair value by contractual maturity for the available-for-sale debt securities portfolios on September 30, 2020 are provided below:
 Available-for-Sale
(Dollars in thousands)Amortized
Cost		Fair
Value
Within 1 year$453,324 $455,069 
After 1 year; within 5 years192,172 196,096 
After 5 years; within 10 years152,870 160,078 
After 10 years607,689 619,157 
Subtotal1,406,055 1,430,400 
Government agency issued MBS and CMO (a)6,406,682 6,532,513 
Total$7,812,737 $7,962,913 
 
(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.
The table below provides information on gross gains and gross losses from debt investment securities for the three and nine months ended September 30, 2020 and 2019.
 
 Three Months Ended
September 30,		Nine Months Ended
September 30,
(Dollars in thousands)2020201920202019
Gross gains on sales of debt securities$1,442 $— $1,442 $— 
Gross (losses) on sales of debt securities(2,765)— (2,765)(267)
Net gains (losses) on sales of debt securities (a)$(1,323)$— $(1,323)$(267)
 
(a)Cash proceeds for the three and nine months ended September 30, 2020 were not material. Cash proceeds for the three months ended September 30, 2019, were not material. Cash proceeds for the nine months ended September 30, 2019 were $182.8 million.

The following tables provide information on investments within the available-for-sale portfolio that had unrealized losses as of September 30, 2020 and December 31, 2019:

 As of September 30, 2020
 Less than 12 months12 months or longerTotal
(Dollars in thousands)Fair
Value		Unrealized
Losses		Fair
Value		Unrealized
Losses		Fair
Value		Unrealized
Losses
U.S. treasuries$299,934 $(3)$— $— $299,934 $(3)
Government agency issued MBS568,733 (2,158)— — 568,733 (2,158)
Government agency issued CMO636,386 (1,439)— — 636,386 (1,439)
Other U.S. government agencies30,896 (4)$— $— 30,896 (4)
States and municipalities 5,191 (6)— — 5,191 (6)
Total temporarily impaired securities$1,541,140 $(3,610)$— $— $1,541,140 $(3,610)
 

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Note 3 – Investment Securities (Continued)
 As of December 31, 2019
 Less than 12 months12 months or longerTotal
(Dollars in thousands)Fair
Value		Unrealized
Losses		Fair
Value		Unrealized
Losses		Fair
Value		Unrealized
Losses
U.S. treasuries$— $— $100 $— $100 $— 
Government agency issued MBS174,983 (495)192,755 (2,061)367,738 (2,556)
Government agency issued CMO378,815 (1,970)361,124 (5,227)739,939 (7,197)
Other U.S. government agencies98,471 (1,121)— — 98,471 (1,121)
States and municipalities 3,551 (30)— — 3,551 (30)
Total temporarily impaired securities$655,820 $(3,616)$553,979 $(7,288)$1,209,799 $(10,904)
For periods subsequent to 2019, FHN has evaluated all AFS debt securities that were in unrealized loss positions in accordance with its accounting policy for recognition of credit losses. No AFS debt securities were determined to have credit losses because the primary cause of the decline in value was attributable to changes in interest rates. Total AIR not included in the fair value or amortized cost basis of AFS debt securities was $21.8 million as of September 30, 2020. Consistent with FHN's review of the related securities, there were no credit-related write downs of AIR for AFS debt securities during the reporting period. Additionally, for AFS 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. Therefore, no write downs of these investments to fair value occurred during the reporting period.
For periods prior to 2020, FHN reviewed debt investment securities that were in unrealized loss positions in accordance with its accounting policy for OTTI and did not consider them other-than-temporarily impaired.











For debt securities with unrealized losses, FHN did not intend to sell them and it is more-likely-than-not that FHN would not be required to sell them prior to recovery. The decline in value was primarily attributable to changes in interest rates and not credit losses.
The carrying amount of equity investments without a readily determinable fair value was $55.2 million and $25.6 million at September 30, 2020 and December 31, 2019, respectively. The year-to-date 2020 and 2019 gross amounts of upward and downward valuation adjustments were not significant.
Unrealized gains of $1.2 million and $0.4 million were recognized in the three months ended September 30, 2020 and 2019, respectively, and unrealized losses of $3.6 million and unrealized gains of $4.9 million were recognized in the nine months ended September 30, 2020 and 2019, respectively, for equity investments with readily determinable fair values.



FIRST HORIZON NATIONAL CORP. 3Q20 FORM 10-Q REPORT 25


Note 4 – Loans and Leases
The following tables and data as of September 30, 2020 include the loan and lease balances acquired in the IBKC merger and Truist Bank branch acquisition, which were recorded at fair value on their respective transaction closing dates. See Note 2 - Acquisitions and Divestitures for further information.
As discussed in Note 1 - Financial Information, the ALLL estimation process was revised on January 1, 2020 to reflect the adoption of ASU 2016-13.  All information contained in the following disclosures reflects the application of requirements from the adoption of ASU 2016-13 for periods after 2019.  Information for periods prior to 2020 has been retained with the content consistent with prior disclosures.
Loans and leases are disclosed in portfolio segments and classes. A class is generally a disaggregation of a portfolio
segment. In determining classes, FHN considered the loan characteristics and methods it applies in monitoring and assessing credit risk and performance. FHN's loan and lease portfolio segments are commercial and consumer. The classes of loans and leases are: commercial, financial, and industrial ("C&I"), which includes commercial and industrial loans and loans to mortgage companies ("LMC"), commercial real estate ("CRE"), consumer real estate, which includes both real estate ("R/E") installment and home equity lines of credit ("HELOCs"), and credit card and other. The following table provides the amortized cost basis of loans and leases by portfolio segment and class as of September 30, 2020 and December 31, 2019, excluding accrued interest of $177.5 million and $84.6 million, which is included in Other assets in the Consolidated Balance Sheets.
September 30,December 31,
(Dollars in thousands)20202019
Commercial:
Commercial and industrial (a)$28,048,649 $15,640,208 
Loans to mortgage companies5,607,068 4,410,883 
   Total commercial, financial, and industrial 33,655,717 20,051,091 
Commercial real estate12,510,887 4,337,017 
Consumer:
HELOC2,549,837 1,287,441 
R/E installment loans9,778,032 4,889,698 
   Total consumer real estate12,327,869 6,177,139 
Credit card and other1,212,058 495,864 
Loans and leases$59,706,531 $31,061,111 
Allowance for loan and lease losses(988,102)(200,307)
Net loans and leases$58,718,429 $30,860,804 
(a)September 30, 2020 balance includes equipment financing leases of $524.2 million.

In addition to loans issued in the normal course of business, FHN considers overdrafts on customer deposit accounts to be loans and reclassifies these overdrafts as loans in its consolidated balance sheets. At September 30, 2020 and December 31, 2019, overdrafts of $9.0 million and $8.1 million, respectively, had been reclassified to loans.

Loans and leases with carrying values of $39.4 billion and $19.2 billion were pledged as collateral for borrowings at September 30, 2020 and December 31, 2019, respectively.








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Note 4 – Loans and Leases (Continued)
Portfolio Segment Risk Factors
Commercial Loans and Leases
The C&I portfolio is comprised of loans and leases used for general business purposes. Typical products including working capital lines of credit, term loan financing of owner-occupied real estate and fixed assets, direct financing and sales-type leases, and trade credit enhancement through letters of credit. FHN utilizes deal teams comprised of relationship managers (RMs), portfolio managers (PMs), credit analysts and other specialists to identify, mitigate, document, and manage ongoing risk. Their function includes enhanced analytical support during loan origination and servicing, monitoring the financial condition of the borrower, and tracking compliance with loan agreements. FHN strives to identify problem assets early through comprehensive policies and guidelines, targeted portfolio reviews, more frequent servicing on lower rated borrowers, and an emphasis on frequent grading.
To the extent a guarantor/sponsor is used to support a commercial lending decision, FHN analyzes capability to pay, factoring in, among other things, liquidity and direct/indirect cash flows. A strong, legally enforceable guaranty can mitigate the risk of default or loss, justify a less severe rating, and consequently reduce the level of allowance or charge-off that might otherwise be deemed appropriate.
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. Over 99% of the loans to mortgage companies are collateralized with government guaranteed loans. The loans are of short duration with maturities less than one year.
Commercial Real Estate loans include financings for commercial construction and nonconstruction loans. Income-producing CRE loans and draws on lines and letters of credit are to commercial real estate developers for the construction and mini-permanent financing of income-producing real estate. Residential CRE loans are to residential builders and developers for the purpose of constructing single-family homes, condominiums, and town homes and on a limited basis, for developing residential subdivisions. Active residential CRE lending is primarily focused in certain core markets with nearly all new originations made to “strategic” clients. FHN considers a “strategic” residential CRE borrower as a homebuilder who demonstrates the ability to withstand cyclical downturns, maintains active development and investment activities providing for regular financing opportunities, and is fundamentally sound as evidenced by a prudent loan structure, appropriate covenants and recourse, and capable and willing sponsors in markets with positive homebuilding and economic dynamics. The credit administration and ongoing monitoring of these portfolios
consists of multiple internal control processes including stressing a borrower’s or project’s financial capacity utilizing numerous attributes such as interest rates, vacancy, and discount rates. Key information captured from the various portfolios is aggregated and utilized to assist with the assessment and adequacy of the ALLL and to steer portfolio management strategies.
Paycheck Protection Program Loans
Included in C&I loans are $4.2 billion of loans made under the Paycheck Protection Program ("PPP Loans") of the Small Business Administration ("SBA"). PPP Loans have been extended to businesses in response to the economic effects of the COVID-19 pandemic. PPP Loans are fully government guaranteed with the SBA making prepayments through a provision whereby partial or complete forgiveness is granted based on the nature and extent of each borrower's expenditures in relation to program requirements for payroll-related and other types of expenses. PPP Loans have maximum terms ranging from two to five years, with the amount of the loan forgiven by the SBA expected to be paid in the latter half of 2020 and the first half of 2021. Amounts not forgiven by the SBA will amortize over the applicable remaining loan term. Due to the government guarantee and forgiveness provisions, PPP Loans are considered to have no credit risk and receive no risk weighting for capital calculations.
Consumer Loans
The consumer real estate portfolio is primarily comprised of home equity lines and installment loans within FHN’s regional banking segment and jumbo mortgages and one-time-close (“OTC”) completed construction loans in FHN’s non-strategic segment that were originated through pre-2009 mortgage businesses. The corporate segment also includes loans that were previously included in off-balance sheet proprietary securitization trusts that 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 and should continue to run-off. Generally performance of the consumer real estate portfolio is affected by life events that affect borrowers’ finances, the level of unemployment, and home prices. FHN obtains first lien performance information from third parties and through loss mitigation activities.
FHN performs continuous HELOC account review processes in order to identify higher-risk home equity lines and initiate preventative and corrective actions. The reviews consider a number of account activity patterns and characteristics such as the number of times delinquent within recent periods, changes in credit bureaus score since origination, scored degradation, performance of the first lien, and account utilization. FHN may block future draws on accounts in order to mitigate risk of loss to FHN.
The credit card and other portfolio is primarily comprised of automobile loans, credit card receivables, and other consumer-related credits.

FIRST HORIZON NATIONAL CORP. 3Q20 FORM 10-Q REPORT 27

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Note 4 – Loans and Leases (Continued)
Concentrations
FHN has a concentration of residential real estate loans (21% of total loans). Loans to finance and insurance companies total $3.1 billion (9% of the C&I portfolio, or 5% of the total loans). FHN had loans to mortgage companies totaling $5.6 billion (17% of the C&I segment, or 9% of total loans) as of September 30, 2020. As a result, 26% of the C&I portfolio is sensitive to impacts on the financial services industry.

Credit Quality Indicators

FHN employs a dual grade commercial risk grading methodology to assign an estimate for the probability of default (“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. PD 1 through PD 12 are “pass” grades. PD grades 13-16 correspond to the regulatory-defined categories of special mention (13), substandard (14), doubtful (15), and loss (16). Special mention loans and leases have potential weaknesses that, if left uncorrected, may result in deterioration of FHN's credit position at some future date. Substandard commercial loans and leases have well-defined weaknesses and are characterized by the distinct possibility that FHN will sustain some loss if the deficiencies are not corrected. Doubtful commercial loans and leases have the same weaknesses as substandard loans and leases with the added characteristics that the probability of loss is high and collection of the full amount is improbable.


The following tables provide the amortized cost basis of the commercial loan portfolio by year of origination and credit quality indicator as of September 30, 2020:
 C&I
(Dollars in thousands)20202019201820172016Prior to 2016 LMC (a)Revolving
Loans		Revolving
Loans converted
to term loans (b)		Total
Credit Quality Indicator:
Pass (PD grades 1 through 12) (c)$7,795,816 $5,770,378 $3,036,673 $1,917,886 $1,323,236 $2,414,920 $5,607,068 $4,533,240 $60,592 $32,459,809 
Special Mention (PD grade 13)86,675 75,224 53,067 22,692 45,640 80,438 — 123,383 47,364 534,483 
Substandard, Doubtful, or Loss (PD grades 14,15, and 16)107,126 111,716 109,639 50,811 60,082 46,871 — 165,173 10,007 661,425 
Total C&I loans$7,989,617 $5,957,318 $3,199,379 $1,991,389 $1,428,958 $2,542,229 $5,607,068 $4,821,796 $117,963 $33,655,717 
(a)     LMC includes non-revolving commercial lines of credit to qualified mortgage companies primarily for the temporary warehousing of eligible mortgage loans prior to the borrower's sale of those mortgage loans to third party investors. The loans are of short duration with maturities less than one year.
(b)    $40.0 million of C&I loans were converted from revolving to term in 2020.
(c)    2020 balance includes PPP loans.

CRE
(Dollars in thousands)20202019201820172016prior to 2016Revolving
Loans		Revolving
Loans converted
to term loans		Total
Credit Quality Indicator:
Pass (PD grades 1 through 12)2,099,167 3,244,741 1,940,046 1,410,004 1,056,094 2,015,504 300,752 18,836 12,085,144 
Special Mention (PD grade 13)15,089 31,230 97,016 35,573 83,254 45,875 4,065 — 312,102 
Substandard, Doubtful, or Loss (PD grades 14,15, and 16)676 2,481 22,018 41,211 8,180 31,746 7,329 — 113,641 
Total CRE loans2,114,932 3,278,452 2,059,080 1,486,788 1,147,528 2,093,125 312,146 18,836 12,510,887 

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Note 4 – Loans and Leases (Continued)
The following table provides the balances of commercial loan portfolio classes with associated allowance, disaggregated by PD grade as of December 31, 2019.
 December 31, 2019
(Dollars in thousands)C&ILoans to
Mortgage
Companies		CRETotalPercentage
of Total		Allowance
for Loan
Losses
PD Grade:
Pass (PD grades 1 through 12) (a)$15,035,946 $4,410,883 $4,252,361 $23,699,190 98 %$114,094 
Special Mention (PD grade 13)232,823 — 34,092 266,915 1 8,142 
Substandard, Doubtful, or Loss (PD grades 14,15, and 16)263,076 — 44,026 307,102 1 29,318 
Collectively evaluated for impairment15,531,845 4,410,883 4,330,479 24,273,207 100 151,554 
Individually evaluated for impairment82,438 — 1,563 84,001 — 6,196 
Purchased credit-impaired loans25,925 — 4,975 30,900 — 848 
Total commercial loans$15,640,208 $4,410,883 $4,337,017 $24,388,108 100 %$158,598 
(a) Balances presented net of a $19.1 million valuation allowance.


The consumer portfolio is comprised primarily of smaller-balance loans which are very similar in nature in that most are standard products and are backed by residential real estate. Because of the similarities of consumer loan-types, FHN is able to utilize the 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 consumer portfolio.

FIRST HORIZON NATIONAL CORP. 3Q20 FORM 10-Q REPORT 29

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Note 4 – Loans and Leases (Continued)
The following table reflects the amortized cost basis by year of origination and refreshed FICO scores for consumer real estate loans as of September 30, 2020. Within consumer real estate, classes include home equity line of credit ("HELOC") and real estate installment. HELOCs are loans which during their draw period are classified as revolving loans. Once the draw period ends and the loan enters its repayment period, the loan converts to a term loan and is classified as revolving loans converted to term loans. All loans classified in the following table as revolving loans or revolving loans converted to term loans are HELOCs. Real estate installment loans are originated as a fixed term loan and are classified below in their vintage year from prior to 2016 to 2020. All loans in the following table classified in a vintage year are real estate installment loans.
 Consumer Real Estate
(Dollars in  thousands)20202019201820172016Prior to 2016Revolving
Loans		Revolving
Loans converted
to term loans (a)		Total
FICO score 740 or greater$809,079 $1,242,805 $797,553 $677,865 $746,150 $1,910,304 $1,304,498 $178,921 $7,667,175 
FICO score 720-73996,670 168,223 110,859 81,669 93,933 205,824 204,419 30,342 991,939 
FICO score 700-71984,995 122,293 89,193 84,727 73,587 225,227 181,823 39,361 901,206 
FICO score 660-69988,346 146,789 143,213 88,989 91,062 316,577 263,818 63,156 1,201,950 
FICO score 620-65921,847 73,365 40,104 28,207 36,391 140,682 87,205 39,707 467,508 
FICO score less than 620 357,712 48,100 53,006 61,476 97,995 323,215 99,561 57,026 1,098,091 
Total$1,458,649 $1,801,575 $1,233,928 $1,022,933 $1,139,118 $3,121,829 $2,141,324 $408,513 $12,327,869 
(a) $22.7 million of HELOC loans were converted from revolving to term in 2020.

The following table reflects the amortized cost basis by year of origination and refreshed FICO scores for credit card and other loans as of September 30, 2020.
 Credit Card and Other
(Dollars in  thousands)20202019201820172016Prior to 2016Revolving
Loans		Revolving
Loans converted
to term loans (a)		Total
FICO score 740 or greater$45,014 $60,629 $67,379 $44,445 $27,990 $129,793 $143,754 $5,263 $524,267 
FICO score 720-7396,617 8,673 10,856 9,913 9,051 29,740 90,623 1,630 167,103 
FICO score 700-7196,172 9,215 9,903 8,635 4,567 42,102 41,039 1,731 123,364 
FICO score 660-69927,173 14,206 16,352 11,032 10,600 53,772 54,963 3,737 191,835 
FICO score 620-6593,526 5,559 7,990 5,761 12,823 29,168 19,492 1,406 85,725 
FICO score less than 620 22,715 7,406 16,024 10,876 9,432 28,960 22,835 1,516 119,764 
Total$111,217 $105,688 $128,504 $90,662 $74,463 $313,535 $372,706 $15,283 $1,212,058 
(a) $5.3 million of other consumer loans were converted from revolving to term in 2020.


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Note 4 – Loans and Leases (Continued)
The following table reflects the percentage of balances outstanding, by average refreshed FICO scores, for the HELOC and real estate installment classes of loans as of December 31, 2019.
 December 31, 2019
(Dollars in thousands)HELOCR/E Installment Loans (b)
FICO score 740 or greater62.0 %71.9 %
FICO score 720-7398.6 8.3 
FICO score 700-7197.6 6.3 
FICO score 660-69910.8 8.1 
FICO score 620-6594.7 2.8 
FICO score less than 620 (a)6.3 2.6 
Total100.0 %100.0 %
(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 and Leases
Loans and leases are placed on nonaccrual if it becomes evident that full collection of principal and interest is at risk, impairment has been recognized as a partial charge-off of principal balance due to insufficient collateral value and past due status, or on a case-by-case basis if FHN continues to receive payments but there are other borrower-specific issues. Included in nonaccrual are loans
for which FHN continues to receive payments including residential real estate loans where the borrower has been discharged of personal obligation through bankruptcy.
Past due loans are loans contractually past due as to interest or principal payments, but which have not yet been put on nonaccrual status.
The following table reflects accruing and non-accruing loans and leases by class on September 30, 2020:
 AccruingNon-Accruing 
(Dollars in thousands)Current30-89
Days
Past Due		90+
Days
Past Due		Total
Accruing		Current30-89
Days
Past Due		90+
Days
Past Due		Total
Non-
Accruing		Total
Loans
Commercial, financial, and industrial:
C&I (a) (b)$27,815,798 $19,892 $149 $27,835,839 $126,674 $25,327 $60,809 $212,810 $28,048,649 
Loans to mortgage companies5,607,068 — — 5,607,068 — — — — 5,607,068 
Total commercial and industrial33,422,866 19,892 149 33,442,907 126,674 25,327 60,809 212,810 33,655,717 
Commercial real estate:
CRE12,444,693 15,133 — 12,459,826 42,517 2,531 6,013 51,061 12,510,887 
Consumer real estate:
HELOC2,467,907 11,884 6,892 2,486,683 47,101 4,628 11,425 63,154 2,549,837 
R/E installment loans9,631,513 22,922 6,663 9,661,098 54,606 3,394 58,934 116,934 9,778,032 
Total consumer real estate12,099,420 34,806 13,555 12,147,781 101,707 8,022 70,359 180,088 12,327,869 
Credit card and other:
Credit card267,880 1,513 789 270,182 242 38 49 329 270,511 
Other936,179 2,698 122 938,999 963 682 903 2,548 941,547 
Total credit card and other1,204,059 4,211 911 1,209,181 1,205 720 952 2,877 1,212,058 
Total loans and leases, net of unearned income$59,171,038 $74,042 $14,615 $59,259,695 $272,103 $36,600 $138,133 $446,836 $59,706,531 

(a) $125.7 million of C&I loans are nonaccrual loans that have been specifically reviewed for impairment with no related allowance.
(b) C&I loans include $209.4 million in TRUPs loans, which are presented net of an amortizing discount of $18.2 million.




FIRST HORIZON NATIONAL CORP. 3Q20 FORM 10-Q REPORT 31

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Note 4 – Loans and Leases (Continued)
The following table reflects accruing and non-accruing loans by class on December 31, 2019:
 AccruingNon-Accruing 
(Dollars in thousands)Current30-89
Days
Past Due		90+
Days
Past Due		Total
Accruing		Current30-89
Days
Past Due		90+
Days
Past Due		Total
Non-
Accruing		Total
Loans
Commercial, financial, and industrial:
C&I (a)$15,532,579 $7,155 $237 $15,539,971 $36,564 $14,385 $23,363 $74,312 $15,614,283 
Loans to mortgage companies4,410,883 — — 4,410,883 — — — — 4,410,883 
Purchased credit-impaired loans23,840 287 1,798 25,925 — — — — 25,925 
Total commercial and industrial19,967,302 7,442 2,035 19,976,779 36,564 14,385 23,363 74,312 20,051,091 
Commercial real estate:
CRE4,329,531 686 — 4,330,217 — 485 1,340 1,825 4,332,042 
Purchased credit-impaired loans4,752 128 95 4,975 — — — — 4,975 
Total commercial real estate4,334,283 814 95 4,335,192 — 485 1,340 1,825 4,337,017 
Consumer real estate:
HELOC1,217,344 9,156 5,669 1,232,169 43,007 4,227 7,472 54,706 1,286,875 
R/E installment loans4,812,446 12,894 9,170 4,834,510 20,710 1,076 9,202 30,988 4,865,498 
Purchased credit-impaired loans18,720 2,770 3,276 24,766 — — — — 24,766 
Total consumer real estate6,048,510 24,820 18,115 6,091,445 63,717 5,303 16,674 85,694 6,177,139 
Credit card and other:
Credit card198,917 1,076 1,178 201,171 — — — — 201,171 
Other291,700 1,802 337 293,839 101 44 189 334 294,173 
Purchased credit-impaired loans323 98 99 520 — — — — 520 
Total credit card and other490,940 2,976 1,614 495,530 101 44 189 334 495,864 
Total loans and leases, net of unearned income$30,841,035 $36,052 $21,859 $30,898,946 $100,382 $20,217 $41,566 $162,165 $31,061,111 
Certain previously reported amounts have been reclassified to agree with current presentation.
(a)     C&I loans include $218.3 million in TRUPs loans, which are presented net of an amortizing discount of $19.1 million.

Collateral-Dependent Loans

Collateral-dependent loans are defined as loans for which repayment is expected to be derived substantially through the operation or sale of the collateral and where the borrower is experiencing financial difficulty. At a minimum, the estimated value of the collateral for each loan equals the current book value.

As of September 30, 2020, FHN had C&I loans with amortized cost of approximately $247.7 million that was based on the value of underlying collateral. The collateral for these loans generally consists of business assets including land, buildings, equipment and financial assets.
During the three and nine months ended September 30, 2020, respectively, FHN recognized charge-offs of approximately $18.1 million and $31.1 million on these loans related to reductions in estimated collateral values.

Consumer HELOC and installment loans with amortized cost based on the value of underlying real estate collateral were approximately $9.7 million and $26.2 million, respectively, as of September 30, 2020. Charge-offs during the three and nine months ended September 30, 2020 were not significant for either portfolio segment.

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

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Note 4 – Loans and Leases (Continued)
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. In accordance with regulatory guidance, loans that were
modified during the three and nine months ended September 30, 2020 whose modifications met criteria outlined in either the CARES Act or revised intreragency statement were not accounted for as a TDR and have been excluded from the disclosures below.
On September 30, 2020 and December 31, 2019, FHN had $321.4 and $206.3 million of portfolio loans classified as TDRs, respectively. For TDRs in the loan portfolio, FHN had loan loss reserves of $12.6 million, or 4% as of September 30, 2020, and $19.7 million, or 10% as of December 31, 2019. Additionally, $44.1 million and $51.1 million of loans held for sale as of September 30, 2020 and December 31, 2019, respectively, were classified as TDRs.
The following tables present the end of period balance for loans modified in a TDR during the periods indicated:
 Three Months Ended September 30, 2020Nine Months Ended September 30, 2020
(Dollars in thousands)NumberPre-Modification
Outstanding
Recorded Investment		Post-Modification
Outstanding
Recorded Investment		NumberPre-Modification
Outstanding
Recorded Investment		Post-Modification
Outstanding
Recorded Investment
Commercial, financial, and industrial:
C&I83 $130,281 $119,591 87 $140,857 $128,723 
Total commercial and industrial83 130,281 119,591 87 140,857 128,723 
Commercial real estate:
 CRE14 11,848 11,825 14 11,848 11,825 
Total commercial real estate14 11,848 11,825 14 11,848 11,825 
Consumer real estate:
HELOC35 2,623 2,584 47 3,687 3,626 
R/E installment loans44 6,075 6,022 94 15,379 15,260 
Total consumer real estate79 8,698 8,606 141 19,066 18,886 
Credit card and other10 80 76 50 334 313 
Total troubled debt restructurings186 $150,907 $140,098 292 $172,105 $159,747 
 Three Months Ended September 30, 2019Nine Months Ended September 30, 2019
(Dollars in thousands)NumberPre-Modification
Outstanding
Recorded Investment		Post-Modification
Outstanding
Recorded Investment		NumberPre-Modification
Outstanding
Recorded Investment		Post-Modification
Outstanding
Recorded Investment
Commercial, financial, and industrial:
C&I1 $62 $59 4 $14,179 $14,101 
Total commercial and industrial1 62 59 4 14,179 14,101 
Consumer real estate:
HELOC13 1,638 1,631 57 7,013 6,950 
R/E installment loans16 1,771 1,854 82 10,730 10,790 
Total consumer real estate29 3,409 3,485 139 17,743 17,740 
Credit card and other35 134 126 68 317 300 
Total troubled debt restructurings65 $3,605 $3,670 211 $32,239 $32,141 




FIRST HORIZON NATIONAL CORP. 3Q20 FORM 10-Q REPORT 33

Table of Contents

Note 4 – Loans and Leases (Continued)
The following tables present TDRs which re-defaulted during the three and nine months ended September 30, 2020 and 2019, 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.
 Three Months Ended September 30, 2020Nine Months Ended September 30, 2020
(Dollars in thousands)NumberRecorded
Investment		NumberRecorded
Investment
Commercial (C&I):
General C&I— $— — $— 
Total commercial (C&I)— — — — 
Consumer real estate:
HELOC1 32 8 34 
R/E installment loans6 839 16 841 
Total consumer real estate7 871 24 875 
Credit card & other7 24 21 24 
Total troubled debt restructurings14 $895 45 $899 

 Three Months Ended September 30, 2019Nine Months Ended September 30, 2019
(Dollars in thousands)NumberRecorded
Investment		NumberRecorded
Investment
Commercial (C&I):
General C&I— $— — $— 
Total commercial (C&I)— — — — 
Consumer real estate:
HELOC2 99 4 198 
R/E installment loans1 7 2 45 
Total consumer real estate3 106 6 243 
Credit card & other8 45 23 77 
Total troubled debt restructurings11 $151 29 $320 

Loans Acquired with Deteriorated Credit Quality

Upon FHN's adoption of CECL, purchased credit deteriorated ("PCD") loans are recorded at an initial amortized cost, which is the sum of the purchase price and the estimated credit losses recorded in the ALLL. Subsequent to this initial recognition, PCD loans are accounted for under the same methodology as non-PCD loans.


FIRST HORIZON NATIONAL CORP. 3Q20 FORM 10-Q REPORT 34

Table of Contents

Note 4 – Loans and Leases (Continued)
As discussed in Note 2, on July 1, 2020, FHN and IBKC closed their merger-of-equals transaction. On July 17, 2020, First Horizon Bank completed its purchase of 30 branches from Truist Bank. In connection with these transactions, FHN acquired approximately $25.9 billion in loans from IBKC and purchased approximately $423.4 million of branch loans from Truist Bank. For PCD loans acquired or purchased during the third quarter of 2020, a reconciliation of the unpaid principal balance, contractual cash flow owed to FHN at acquisition date, and purchase price is presented in the following table.

Three Months Ended September 30, 2020
(Dollars in thousands)C&ICREConsumer Real EstateCredit Card and OtherTotal
Par value (UPB)$4,074,927 $6,435,556 $2,393,677 $192,980 $13,097,140 
Allowance for Loan Losses (a)(137,702)(100,123)(44,141)(4,845)(286,811)
(Discount) Premium(64,328)3,485 (31,764)(3)(92,610)
Purchase Price$3,872,897 $6,338,918 $2,317,772 $188,132 $12,717,719 

Purchased Credit-Impaired Loans

Before the adoption of CECL on January 1, 2020, FHN applied the guidance in ASC 310-30 to loans that were identified as PCI loans at the acquisition date. The following table presents a rollforward of the accretable yield for the year ended December 31, 2019:
Year Ended
(Dollars in thousands)2019
Balance, beginning of period$13,375 
Accretion(5,792)
Adjustment for payoffs(2,438)
Adjustment for charge-offs(479)
Adjustment for pool excess recovery (a)— 
Increase in accretable yield (b)5,513 
Disposals(4)
Other(367)
Balance, end of period$9,808 
(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.

At December 31, 2019, the ALLL related to PCI loans was $2.0 million. Net charge-offs related to PCI loans during 2019 were $5.8 million. The loan loss provision expense related to PCI loans during 2019 was $1.3 million.

The following table reflects the outstanding principal balance and carrying amounts of the acquired PCI loans as of December 31, 2019:
 December 31, 2019
(Dollars in thousands)Carrying valueUnpaid balance
Commercial, financial and industrial$24,973 $25,938 
Commercial real estate5,078 5,466 
Consumer real estate23,681 26,245 
Credit card and other489 567 
Total$54,221 $58,216 

FIRST HORIZON NATIONAL CORP. 3Q20 FORM 10-Q REPORT 35

Table of Contents

Note 4 – Loans and Leases (Continued)
Impaired Loans
The following tables provide additional disclosures previously required by ASC Topic 310 related to FHN's December 31, 2019 balances. Information on impaired loans at December 31, 2019 was as follows:
 December 31, 2019
(Dollars in thousands)Recorded
Investment		Unpaid
Principal
Balance		Related
Allowance
Impaired loans with no related allowance recorded:
Commercial:
C&I$52,672 $63,602 $— 
CRE1,563 1,563 — 
Total$54,235 $65,165 $— 
Consumer:
HELOC (a)$4,940 $10,438 $— 
R/E installment loans (a)7,593 10,054 — 
Total$12,533 $20,492 $— 
Impaired loans with related allowance recorded:
Commercial:
C&I$29,766 $31,536 $6,196 
CRE— — — 
Total$29,766 $31,536 $6,196 
Consumer:
HELOC$55,522 $59,122 $7,016 
R/E installment loans94,191 104,121 12,282 
Credit card & other653 653 422 
Total$150,366 $163,896 $19,720 
Total commercial$84,001 $96,701 $6,196 
Total consumer$162,899 $184,388 $19,720 
Total impaired loans$246,900 $281,089 $25,916 
(a)All discharged bankruptcy loans are charged down to an estimate of net realizable value and do not carry any allowance.

FIRST HORIZON NATIONAL CORP. 3Q20 FORM 10-Q REPORT 36

Table of Contents

Note 4 – Loans and Leases (Continued)
Three Months Ended September 30,Nine Months Ended September 30
 20192019
(Dollars in thousands)Average
Recorded
Investment		Interest
Income
Recognized		Average
Recorded
Investment		Interest
Income
Recognized
Impaired loans with no related allowance recorded:
Commercial:
   C&I$64,558 $173 $62,553 $530 
Loans to mortgage companies18,628 — 12,419 — 
   CRE1,690 3 1,576 30 
   Total$84,876 $176 $76,548 $560 
Consumer:
   HELOC (a)$6,495 $— $6,852 $— 
   R/E installment loans (a)8,147 — 8,564 — 
   Total$14,642 $— $15,416 $— 
Impaired loans with related allowance recorded:
Commercial:
   C&I$14,620 $4 $10,892 $4 
   TRUPS2,750 — 2,806 — 
   CRE169 — 294 9 
   Total$17,539 $4 $13,992 $13 
Consumer:
   HELOC$60,312 $449 $62,650 $1,475 
   R/E installment loans102,576 787 106,175 2,424 
   Credit card & other710 4 697 13 
   Total$163,598 $1,240 $169,522 $3,912 
Total commercial$102,415 $180 $90,540 $573 
Total consumer$178,240 $1,240 $184,938 $3,912 
Total impaired loans$280,655 $1,420 $275,478 $4,485 
(a)All discharged bankruptcy loans are charged down to an estimate of net realizable value and do not carry any allowance.


FIRST HORIZON NATIONAL CORP. 3Q20 FORM 10-Q REPORT 37


Note 5 – Allowance for Credit Losses
Management's estimate of expected credit losses in the loan and lease portfolios is recorded in the ALLL and the reserve for unfunded lending commitments ("RULC"), collectively the allowance for credit losses ("ACL"). The ALLL and the RULC are reported on the Consolidated Balance Sheets in the Allowance for loan and lease losses and in Other liabilities, respectively. Provision for credit losses related to the loans and leases portfolio and the unfunded lending commitments are reported in the Consolidated Statements of Income as Provision for credit losses.
As discussed in Note 1 - Financial Information, FHN adopted ASU 2016-13 effective January 1, 2020. Financial information at September 30, 2020 reflects this adoption and historical financial information disclosed is in accordance with previously applicable GAAP.
Allowance for Loan and Lease Losses
The ALLL has been determined in accordance with ASC 326-20, which requires a recognition of current expected credit losses on the amortized cost basis of loans. During the first nine months of 2020, expected credit loss estimates were adversely affected across all portfolio segments due to the steep decline in macroeconomic forecasts due to the actual and projected effects of the COVID-19 pandemic. To a lesser extent, loan growth also resulted in a higher ALLL as those increased balances received a full life-of-loan allowance based on current macroeconomic projections.
For all portfolio segments, FHN has selected a 4-year reasonable and supportable forecast period which reflects a 3-year period during which macroeconomic variables are used to estimate expected credit losses. This is followed by a 1-year, time-weighted reversion to historical loss factors with weights assigned to macroeconomic variables diminishing, and weights assigned to historical loss averages increasing, pro rata as months lapse during the 1-year period. Thereafter, FHN immediately reverts to historical loss averages over the remaining estimated life of loans.
In developing credit loss estimates for its loan portfolio, FHN evaluated multiple macroeconomic forecasts provided by Moody’s. FHN selected Moody’s baseline forecast as the primary source for its macroeconomic inputs, which are inclusive of the following assumptions related to the economic effects of the COVID-19 pandemic:
•Unemployment peak at 13% in 2Q20, with a baseline forecast of 9.5% for 4Q20 and dropping to 8.1% for 4Q21
•Annualized GDP growth rate of 2.8% in 4Q20
•V-shaped recovery for housing and some portions of consumer spending
•Fed funds rate near zero for at least the next two years.
Where macroeconomic forecast variables used in the models do not take into effect the impact of federal stimulus and bank-supported payment deferral and forbearance programs on the timing of grade migration and recognition of loss content, management adjusted model inputs qualitatively to account for this assistance.
During the nine months ended September 30, 2020, FHN also utilized targeted reviews of higher stressed loan portfolio (industries) that are most exposed to the effects of the COVID-19 pandemic, including Franchise Finance, Energy, Non-Profit, Arts & Entertainment, Restaurants outside of Franchise Finance, Nursing/Assisted Living and Hospitality within the C&I segment and CRE-Hospitality and CRE-Retail within the Commercial Real Estate segment. This analysis reviewed the level of impact from COVID-19 and the likelihood of additional financial assistance needed beyond 180 days. This analysis was utilized in developing qualitative adjustments to increase the recorded ALLL attributable to these components beyond the modeled results. FHN reviewed consumer deferrals and forbearance payment rates to analyze the likelihood customers will have difficulty making payments after the deferral or forbearance period ends. The analysis was utilized to develop an additional qualitative adjustment to increase the recorded ALLL for consumer real estate loans. Management also made qualitative adjustments to reflect estimated recoveries based on a review of prior charge off and recovery levels, for default risk associated with large balances with individual borrowers, for estimated loss amounts not reflected in historical factors due to specific portfolio risk and for instances where limited data for acquired loans is considered to affect modeled results.
Typically commercial loans in C&I and CRE have shorter expected lives, based on the contractual term of loan agreements, prepayment estimates and a limited amount of renewal or extension options that are not unconditionally cancellable by FHN. Estimated weighted average lives are normally under 3 years. TRUPs loans are an exception due to longer contractual lives, beneficial borrower terms and balloon payoff structure. Consumer HELOC and installment loans tend to have significantly longer lives based on their contractual terms which is reduced somewhat by estimated prepayments with estimated weighted average lives normally 5 years or less. Credit card loans have shorter estimated lives approximating 1 year based on customer payment trends and because the revolving lines are unconditionally cancellable by FHN.




FIRST HORIZON NATIONAL CORP. 3Q20 FORM 10-Q REPORT 38

Table of Contents

Note 5- Allowance for Credit Losses (Continued)
Reserve for Unfunded Lending Commitments
The measurement of expected credit losses for unfunded commitments mirrors that of loans with the additional estimate of future draw rates (timing and amount). Consistent with the ALLL, the decline in macroeconomic forecasts during the first nine months of 2020 resulted in higher credit expense for unfunded commitments. Excluding the acquired reserve for unfunded commitments, there was no significant change during the third quarter of 2020.

Periods prior to 2020
The ALLL included the following components: reserves for commercial loans evaluated based on pools of credit graded loans and reserves for pools of smaller-balance homogeneous consumer loans, both determined in accordance with ASC 450-20-50, and to a lesser extent, 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.

The following table provides a rollforward of the ALLL and RULC by portfolio type for the three and nine months ended September 30, 2020 and 2019:
(Dollars in thousands)Commercial, Financial, and Industrial (a)Commercial Real EstateConsumer Real EstateCredit Card and OtherTotal
Allowance for loan and lease losses:
Balance as of July 1, 2020$318,722 $57,285 $143,757 $18,117 $537,881 
Charge-offs (b)(69,448)(3,540)(1,834)(3,519)(78,341)
Recoveries3,200 2,243 5,311 997 11,751 
Initial allowance on loans purchased with credit deterioration (b) 137,702 100,123 44,141 4,845 286,811 
Provision for loan and lease losses (c)98,918 51,847 74,055 5,180 230,000 
Balance as of September 30, 2020489,094 207,958 265,430 25,620 988,102 
Reserve for remaining unfunded commitments:
Balance as of July 1, 202036,388 6,359 7,714 — 50,461 
Initial reserve on loans acquired 11,760 26,306 3,185 8 41,259 
Provision/(provision credit) for remaining unfunded commitments(1,509)(1,671)180 — (3,000)
Balance as of September 30, 202046,639 30,994 11,079 8 88,720 
Allowance for loan and lease losses:
Balance as of January 1, 2020122,486 36,112 28,443 13,266 200,307 
Adoption of ASU 2016-1318,782 (7,348)92,992 1,968 106,394 
Balance as of January 1, 2020, as adjusted141,268 28,764 121,435 15,234 306,701 
Charge-offs (b)(94,400)(4,182)(6,112)(10,007)(114,701)
Recoveries5,208 2,972 12,853 3,258 24,291 
Initial allowance on loans purchased with credit deterioration (b) 137,702 100,123 44,141 4,845 286,811 
Provision for loan and lease losses (c)299,316 80,281 93,113 12,290 485,000 
Balance as of September 30, 2020$489,094 $207,958 $265,430 $25,620 $988,102 
Reserve for remaining unfunded commitments:
Balance as of January 1, 20203,590 2,356 16 139 6,101 
Adoption of ASU 2016-1316,512 1,276 6,323 (139)23,972 
Balance as of January 1, 2020, as adjusted20,102 3,632 6,339 — 30,073 
Initial reserve on loans acquired 11,760 26,306 3,185 8 41,259 
Provision for remaining unfunded commitments 14,777 1,056 1,555 — 17,388 
Balance as of September 30, 2020$46,639 $30,994 $11,079 $8 $88,720 
Allowance for loan losses:
Balance as of July 1, 2019$116,096 $32,953 $31,532 $12,168 $192,749 
Charge-offs(18,598)(369)(1,473)(3,897)(24,337)
Recoveries 3,245 181 5,055 1,256 9,737 

FIRST HORIZON NATIONAL CORP. 3Q20 FORM 10-Q REPORT 39

Table of Contents

Note 5- Allowance for Credit Losses (Continued)
Provision/(provision credit) for loan losses 13,387 2,860 (4,440)3,193 15,000 
Balance as of September 30, 2019114,130 35,625 30,674 12,720 193,149 
Reserve for remaining unfunded commitments:
Balance as of July 1, 20194,231 3,149 20 125 7,525 
Provision/(provision credit) for remaining unfunded commitments (406)(231)(5)7 (635)
Balance as of September 30, 20193,825 2,918 15 132 6,890 
Allowance for loan losses:
Balance as of January 1, 201998,947 31,311 37,439 12,727 180,424 
Charge-offs(28,289)(924)(5,991)(11,883)(47,087)
Recoveries 4,593 150 14,621 3,448 22,812 
Provision/(provision credit) for loan losses 38,879 5,088 (15,395)8,428 37,000 
Balance as of September 30, 2019114,130 35,625 30,674 12,720 193,149 
Reserve for remaining unfunded commitments:
Balance as of January 1, 20194,240 3,242 27 109 7,618 
Provision/(provision credit) for remaining unfunded commitments (415)(324)(12)23 (728)
Balance as of September 30, 2019$3,825 $2,918 $15 $132 $6,890 


(a) C&I loans as of September 30, 2020 include $4.2 billion in PPP loans which due to the government guarantee and forgiveness provisions are considered to have no credit risk and therefore have no allowance for loan and lease losses.
(b) The three and nine month periods ended September 30, 2020 exclude day 1 charge-offs and the related initial allowance on PCD loans is net of these amounts. Under the new CECL standard, the initial ALLL recognized on PCD assets included an additional $237.3 million for charged-off loans that had been written off prior to acquisition (whether full or partial) or which met FHN's charge-off policy at the time of acquisition. After charging these amounts off immediately upon acquisition, the net impact was 286.8 million of additional ALLL for PCD loans.
(c) Provision for loan and lease losses for the three and nine month periods ended September 30, 2020 includes $147.0 million recognized on non-PCD loans from the IBKC merger and Truist branch acquisition.

In accordance with its accounting policy elections, FHN does not recognize a separate allowance for expected credit losses for AIR and records reversals of AIR as reductions of interest income. FHN reverses previously accrued but uncollected interest when an asset is placed on nonaccrual status. As of September 30, 2020, FHN recognized approximately $1.1 million in allowance for expected credit losses on COVID-19 deferrals that do not qualify for the election which is not reflected in the table above. AIR and the related allowance for expected credit losses is included as a component of other assets.

The total amount of interest reversals from loans placed on nonaccrual status during the three and nine months ended September 30, 2020 was not material. In addition, the amount of income recognized on nonaccrual loans for the three and nine months ended in September 30, 2020 was not material.

FIRST HORIZON NATIONAL CORP. 3Q20 FORM 10-Q REPORT 40



Note 6- Mortgage Banking Activity
FHN originates mortgage loans for sale into the secondary market. The loans originated for sale primarily consist of residential first mortgages that conform to standards established by the government-sponsored entities ("GSEs") that are major investors in U.S. home mortgages, but can
also consist of junior lien loans secured by residential property. These loans are primarily sold to private companies that are unaffiliated with the GSEs on a servicing-released basis.

Mortgage Servicing Rights
Effective with the IBKC merger, FHN made an election to record mortgage servicing rights at the lower of cost or market value and amortize over the remaining servicing life of the loans, with consideration given to prepayment assumptions. Mortgage servicing rights are included in Other assets on the Consolidated Balance Sheets. Mortgage servicing rights had the following carrying values as of the period indicated.
September 30, 2020
(Dollars in thousands)Gross Carrying AmountValuation AllowanceAccumulated AmortizationNet Carrying Amount
Mortgage servicing rights22,142 (61)(1,413)20,668 
In addition, there was an insignificant amount of non-mortgage and commercial servicing rights as of September 30, 2020 and December 31, 2019.
Total mortgage servicing fees included in Mortgage banking and title income were $0.6 million and $0.5 million for the three months ended September 30, 2020 and 2019, respectively. Total mortgage servicing fees included in Mortgage banking and title income were $1.4 million for the nine months ended September 30, 2020 and 2019.


FIRST HORIZON NATIONAL CORP. 3Q20 FORM 10-Q REPORT 41


Note 7 – Goodwill and Other Intangible Assets

Goodwill

Gross goodwill, accumulated impairments, and accumulated divestiture related write-offs were determined beginning January 1, 2002, 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-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 September 30, 2020 and December 31, 2019. The regional banking and fixed income segments do not have any accumulated impairments or divestiture related write-offs.

On July 1, 2020, FHN completed its merger-of-equals transaction with IBERIABANK Corporation. In connection with the merger, FHN recorded a $532.2 million purchase accounting gain, based on preliminary fair value estimates.

On July 17, 2020, FHN completed its purchase of 30 branches from Truist Bank. In relation to the acquisition, FHN recorded $77.6 million in goodwill, based on preliminary fair value estimates. See Note 2 - Acquisitions and Divestitures for additional information regarding these transactions.

FHN performed the required annual goodwill impairment test as of October 1, 2019. The annual impairment test did not indicate impairment in any of FHN’s reporting units as of the testing date. Following the testing date, management evaluated the events and circumstances that could indicate that goodwill might be impaired and concluded that a subsequent interim test was not necessary. FHN is currently in the process of performing its annual impairment test as of October 1, 2020.



The following is a summary of goodwill by reportable segment included in the Consolidated Balance Sheets as of September 30, 2020 and December 31, 2019.
(Dollars in thousands)Regional
Banking		Fixed
Income		Total
December 31, 2018$1,289,819 $142,968 $1,432,787 
Additions— — — 
September 30, 2019$1,289,819 $142,968 $1,432,787 
December 31, 2019$1,289,819 $142,968 $1,432,787 
Additions77,644 — 77,644 
September 30, 2020$1,367,463 $142,968 $1,510,431 

Intangible assets subject to amortization

In connection with the IBKC merger and the Truist branch acquisition, FHN recorded $206.7 million and $7.0 million of core deposit intangible assets, respectively. Core deposit intangible assets are subject to amortization over a ten years period. In connection with the IBKC merger, FHN recorded $14.0 million of customer relationship intangible assets, $10.3 million of purchased credit card intangible assets, and $6.8 million of title plant related to title company operations. The following table, which excludes fully amortized intangibles, presents other intangible assets included in the Consolidated Balance Sheets:
 
 September 30, 2020December 31, 2019
(Dollars in thousands)Gross Carrying
Amount		Accumulated
Amortization		Net Carrying
Value		Gross Carrying
Amount		Accumulated
Amortization		Net Carrying
Value
Core deposit intangibles$370,850 $(68,902)$301,948 $157,150 $(47,372)$109,778 
Customer relationships37,000 (7,037)29,963 77,865 (60,150)17,715 
Other (a)38,685 (4,896)33,789 5,622 (2,915)2,707 
Total$446,535 $(80,835)$365,700 $240,637 $(110,437)$130,200 
(a)Includes noncompete covenants, purchased credit card intangible assets, and state banking licenses not subject to amortization.

FIRST HORIZON NATIONAL CORP. 3Q20 FORM 10-Q REPORT 42

Table of Contents

Note 7 – Goodwill and Other Intangible Assets (Continued)
Amortization expense was $14.6 million and $6.2 million for the three months ended September 30, 2020 and 2019, respectively and $25.2 million and $18.6 million for nine months ended September 30, 2020 and 2019, respectively. As of September 30, 2020 the estimated aggregated amortization expense is expected to be:
(Dollars in thousands)
YearAmortization
Remainder of 2020$14,921 
202155,943 
202251,498 
202347,859 
202444,040 
202537,145 


FIRST HORIZON NATIONAL CORP. 3Q20 FORM 10-Q REPORT 43


Note 8 - Preferred Stock

At September 30, 2020, FHN had issued and outstanding shares of non-cumulative perpetual preferred stock in five Series, designated A, B, C, D, and E. For each Series, FHN caused depositary shares to be issued, each of which represents a fractional ownership interest in a share of the related Series of preferred stock. Series A was issued in 2013, while the other four Series were issued in 2020. Series B, C, and D were issued on July 2, 2020 as substitutes for corresponding series of IBKC preferred stock. Series E was issued and sold on May 28, 2020 for net proceeds of approximately $145 million.

•Series A. FHN’s Series A preferred stock consists of 1,000 shares authorized, with 1,000 outstanding shares having an aggregate liquidation preference amount of $100 million. Dividends will accrue and be payable on the Series A Preferred Stock, if declared by FHN's Board of Directors, and will be paid quarterly, in arrears, at an annual rate of 6.200%.

•Series B. FHN’s Series B preferred stock consists of 8,625 shares authorized, with 8,000 outstanding shares having an aggregate liquidation preference amount of $80 million. Dividends will accrue and be payable on the Series B preferred stock, if declared by FHN's Board of Directors, and (i) will be paid semi-annually, in arrears, at an annual rate equal to 6.625% for each period from, and including, February 1, 2020 to, but excluding, August 1, 2025 and (ii) will be paid quarterly, in arrears, at an annual rate equal to three-month LIBOR plus 4.262% for each period beginning on or after August 1, 2025.

•Series C. FHN’s Series C preferred stock consists of 5,750 shares authorized, with 5,750 outstanding shares having an aggregate liquidation preference
amount of $57.5 million. Dividends will accrue and be payable on the Series C preferred stock, if declared by FHN's Board of Directors, and will be paid quarterly, in arrears, at an annual rate equal to (i) 6.600% for each period from, and including, May 1, 2020 to, but excluding, May 1, 2026 and (ii) three-month LIBOR plus 4.920% for each period beginning on or after May 1, 2026.

•Series D. FHN’s Series D preferred stock consists of 10,000 shares authorized, with 10,000 outstanding shares having an aggregate liquidation preference amount of $100 million. Dividends will accrue and be payable on the Series D preferred stock, if declared by the FHN's Board of Directors, and (i) will be paid semi-annually, in arrears, at an annual rate equal to 6.100% for each period from, and including May 1, 2020 to, but excluding, May 1, 2024 and (ii) will be paid quarterly, in arrears, at an annual rate equal to three-month LIBOR plus 3.859% for each period on or after May 1, 2024.

•Series E. FHN’s Series E preferred stock consists of 1,725 shares authorized, with 1,500 outstanding shares having an aggregate liquidation preference amount of $150 million. Dividends will accrue and be payable on the Series E Preferred Stock, if declared by FHN's Board of Directors, and will be paid quarterly, in arrears, at an annual rate of 6.500%.

Excluding the Series D preferred stock, the preferred stock qualifies as Tier 1 Capital for FHN. No Series of preferred stock has any stated maturity and redemption is solely at the option of FHN. Under current rules, any redemption of the preferred stock is subject to prior approval of the FRB.

The following table presents a summary of FHN's non-cumulative perpetual preferred stock:

September 30, 2020December 31, 2019
(dollars in thousands)Issuance DateEarliest Redemption Date*Annual Dividend RateLiquidation AmountCarrying AmountCarrying Amount
Series A Preferred Stock1/31/20134/10/20186.200 %$100,000 $95,624 $95,624 
Series B Preferred Stock7/2/20208/1/20256.625 %80,000 77,348 — 
Series C Preferred Stock7/2/20205/1/20266.600 %57,500 59,084 — 
Series D Preferred Stock7/2/20205/1/20246.100 %100,000 93,649 — 
Series E Preferred Stock5/28/202010/10/20256.500 %150,000 144,665 — 
$487,500 $470,370 $95,624 

*Denotes earliest optional redemption date. Earlier redemption is possible, at FHN's election, if certain regulatory capital events occur.

FIRST HORIZON NATIONAL CORP. 3Q20 FORM 10-Q REPORT 44


Note 9 – Components of Other Comprehensive Income (Loss)
The following table provides the changes in accumulated other comprehensive income (loss) by component, net of tax, for the three and nine months ended September 30, 2020 and 2019:
 
(Dollars in thousands)Securities AFSCash Flow
Hedges		Pension and
Post-retirement
Plans		Total
Balance as of July 1, 2020$118,327 $16,305 $(269,430)$(134,798)
Net unrealized gains (losses)(6,121)(805)(141)(7,067)
Amounts reclassified from AOCI1,003 (2,128)2,520 1,395 
Other comprehensive income (loss)(5,118)(2,933)2,379 (5,672)
Balance as of September 30, 2020$113,209 $13,372 $(267,051)$(140,470)
Balance as of January 1, 2020$31,079 $3,227 $(273,914)$(239,608)
Net unrealized gains (losses)81,127 13,998 (163)94,962 
Amounts reclassified from AOCI1,003 (3,853)7,026 4,176 
Other comprehensive income (loss)82,130 10,145 6,863 99,138 
Balance as of September 30, 2020$113,209 $13,372 $(267,051)$(140,470)

(Dollars in thousands)Securities AFSCash Flow
Hedges		Pension and
Post-retirement
Plans		Total
Balance as of July 1, 2019$21,071 $2,184 $(285,744)$(262,489)
Net unrealized gains (losses)16,889 1,855 — 18,744 
Amounts reclassified from AOCI— 989 2,102 3,091 
Other comprehensive income (loss)16,889 2,844 2,102 21,835 
Balance as of September 30, 2019$37,960 $5,028 $(283,642)$(240,654)
Balance as of January 1, 2019$(75,736)$(12,112)$(288,768)$(376,616)
Net unrealized gains (losses)113,495 13,367 — 126,862 
Amounts reclassified from AOCI201 3,773 5,126 9,100 
Other comprehensive income (loss)113,696 17,140 5,126 135,962 
Balance as of September 30, 2019$37,960 $5,028 $(283,642)$(240,654)



















FIRST HORIZON NATIONAL CORP. 3Q20 FORM 10-Q REPORT 45


Note 9 – Components of Other Comprehensive Income (Loss) (Continued)

Reclassifications from AOCI, and related tax effects, were as follows:
(Dollars in thousands)Three Months Ended
September 30,		Nine Months Ended
September 30,		 
Details about AOCI2020201920202019Affected line item in the statement where net income is presented
Securities AFS:
Realized (gains) losses on securities AFS$1,323 $— $1,323 $267 Securities gains (losses), net
Tax expense (benefit)(320)— (320)(66)Provision (benefit) for income taxes
1,003 — 1,003 201 
Cash flow hedges:
Realized (gains) losses on cash flow hedges(2,807)1,313 (5,084)5,012 Interest and fees on loans and leases
Tax expense (benefit)679 (324)1,231 (1,239)Provision (benefit) for income taxes
(2,128)989 (3,853)3,773 
Pension and Postretirement Plans:
Amortization of prior service cost and net actuarial gain (loss)3,325 2,792 9,270 6,809 All other expense
Tax expense (benefit)(805)(690)(2,244)(1,683)Provision (benefit) for income taxes
2,520 2,102 7,026 5,126 
Total reclassification from AOCI$1,395 $3,091 $4,176 $9,100 











FIRST HORIZON NATIONAL CORP. 3Q20 FORM 10-Q REPORT 46


Note 10 – 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
September 30,		Nine Months Ended
September 30,
(Dollars and shares in thousands, except per share data)2020201920202019
Net income $539,038 $113,943 $612,175 $331,090 
Net income attributable to noncontrolling interest2,977 2,883 8,680 8,555 
Net income attributable to controlling interest536,061 111,060 603,495 322,535 
Preferred stock dividends12,722 1,550 15,822 4,650 
Net income available to common shareholders$523,339 $109,510 $587,673 $317,885 
Weighted average common shares outstanding—basic549,690 311,888 391,699 314,442 
Effect of dilutive securities1,156 1,917 1,014 1,959 
Weighted average common shares outstanding—diluted550,846 313,805 392,713 316,401 
Net income per share available to common shareholders$0.95 $0.35 $1.50 $1.01 
Diluted income per share available to common shareholders$0.95 $0.35 $1.50 $1.00 
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
September 30,		Nine Months Ended
September 30,
(Shares in thousands)2020201920202019
Stock options excluded from the calculation of diluted EPS8,306 1,883 4,564 2,413 
Weighted average exercise price of stock options excluded from the calculation of diluted EPS$15.32 $21.21 $17.05 $21.36 
Other equity awards excluded from the calculation of diluted EPS6,824 2,094 4,826 1,815 

















FIRST HORIZON NATIONAL CORP. 3Q20 FORM 10-Q REPORT 47


Note 11 – 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 businesses. Certain matters of that sort are pending at most times, and FHN generally cooperates when those matters arise. Pending and threatened litigation matters sometimes are settled by the parties, and sometimes pending matters are resolved in court or before an arbitrator, or are withdrawn. Regardless of the manner of resolution, frequently the most significant changes in status of a matter occur over a short time period, often following a lengthy period of little substantive activity. In view of the inherent difficulty of predicting the outcome of these matters, particularly where the claimants seek very large or indeterminate damages, or where the cases present novel legal theories or involve a large number of parties, or where claims or other actions may be possible but have not been brought, FHN cannot reasonably determine what the eventual outcome of the matters will be, what the timing of the ultimate resolution of these matters may be, or what the eventual loss or impact related to each matter may be. FHN establishes a loss contingency liability for a litigation matter when loss is both probable and reasonably estimable as prescribed by applicable financial accounting guidance. If loss for a matter is probable and a range of possible loss outcomes is the best estimate available, accounting guidance requires a liability to be established at the low end of the range.
Based on current knowledge, and after consultation with counsel, management is of the opinion that loss contingencies related to threatened or pending litigation matters should not have a material adverse effect on the consolidated financial condition of FHN, but may be material to FHN’s operating results for any particular reporting period depending, in part, on the results from that period.
Material Loss Contingency Matters
Summary
As used in this Note, except for matters that are reported as having been substantially settled or otherwise substantially resolved, FHN's “material loss contingency matters” generally fall into at least one of the following categories: (i) FHN has determined material loss to be probable and has established a material loss liability in accordance with
applicable financial accounting guidance; (ii) FHN has determined material loss to be probable but is not reasonably able to estimate an amount or range of material loss liability; or (iii) FHN has determined that material loss is not probable but is reasonably possible, and 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 types of matters are discussed relating to FHN’s pre-2009 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 September 30, 2020, the aggregate amount of liabilities established for all such loss contingency matters was $1.3 million. These liabilities are separate from those discussed under the heading “Loan Repurchase and Foreclosure Liability” below.
In each material loss contingency matter, except as otherwise noted, there is more than a remote chance that any of the following outcomes will occur: the plaintiff will substantially prevail; the defense will substantially prevail; the plaintiff will prevail in part; or the matter will be settled by the parties. At September 30, 2020, FHN is unable to estimate any material reasonably possible loss ("RPL") for contingency matters in future periods in excess of currently established liabilities.
As a result of the general uncertainties discussed above and the specific uncertainties discussed for each matter mentioned below, it is possible that the ultimate future loss experienced by FHN for any particular matter may materially exceed the amount, if any, of currently established liability for that matter.
Material Matters
In the first quarter of 2020, a former shareholder of Capital Bank Financial Corp. ("CBF") filed a putative class action suit, Searles v. DeMartini et al, No. 2020-0136 (Del. Chancery), against certain former directors, officers, and shareholders of CBF, alleging, among other things, that defendants breached certain fiduciary duties in connection with CBF's merger with FHN in 2017. Plaintiff claims unspecified damages related to the merger consideration and opportunity loss. FHN is unable to estimate an RPL range for this matter due to significant uncertainties regarding: whether a class will be certified and, if so, the composition of the class; the amount of potential damages

FIRST HORIZON NATIONAL CORP. 3Q20 FORM 10-Q REPORT 48

Table of Contents

Note 11 – Contingencies and Other Disclosures (Continued)
that might be awarded, if any; of any such damages amount, the amount that FHN would be obliged to indemnify; the availability of applicable insurance; and the outcome of discovery, which has not yet begun.
Exposures from pre-2009 Mortgage Business
FHN is contending with indemnification claims related to "other whole loans sold," which were mortgage loans originated by FHN before 2009 and sold outside of an FHN securitization. These claims generally assert that FHN-originated loans contributed to losses in connection with mortgage loans securitized by the buyer of the loans. The claims generally do not include specific deficiencies for specific loans sold by FHN. Instead, the claims generally assert that FHN is liable for a share of the claimant's loss estimated by assessing the totality of the other whole loans sold by FHN to claimant in relation to the totality of the larger number of loans securitized by claimant. FHN is unable to estimate an RPL range for these matters due to significant uncertainties regarding: the number of, and the facts underlying, the loan originations which claimants assert are indemnifiable; the applicability of FHN’s contractual indemnity covenants to those facts and originations; and, in those cases where an indemnity claim may be supported, whether any legal defenses, counterclaims, other counter-positions, or third-party claims might eliminate or reduce claims against FHN or their impact on FHN.
FHN also is contending with indemnification claims related to servicing obligations. The most significant is from Nationstar Mortgage LLC, currently doing business as “Mr. Cooper.” Nationstar was the purchaser of FHN’s mortgage servicing obligations and assets in 2013 and 2014 and was FHN’s subservicer. Nationstar asserts several categories of indemnity obligations in connection with mortgage loans under the subservicing arrangement and under the purchase transaction. This matter currently is not in litigation, but litigation in the future is possible. FHN is unable to estimate an RPL range for this matter due to significant uncertainties regarding: the exact nature of each of Nationstar’s claims and its position in respect of each; the number of, and the facts underlying, the claimed instances of indemnifiable events; the applicability of FHN’s contractual indemnity covenants to those facts and events; and, in those cases where the facts and events might support an indemnity claim, whether any legal defenses, counterclaims, other counter-positions, or third-party claims might eliminate or reduce claims against FHN or their impact on FHN.
FHN has additional potential exposures related to its pre-2009 mortgage businesses. A few of those matters have become litigation which FHN currently estimates are immaterial, some are non-litigation claims or threats, some are mere subpoenas or other requests for information, and in some areas FHN has no indication of any active or
threatened dispute. Some of those matters might eventually result in settlements, and some might eventually result in adverse litigation outcomes, but none are included in the material loss contingency liabilities mentioned above or in the RPL range mentioned above.
Mortgage Loan Repurchase and Foreclosure Liability
FHN’s repurchase and foreclosure liability is comprised of accruals to cover estimated loss content in the active pipeline (consisting of mortgage loan repurchase, make-whole, foreclosure/servicing demands and certain related exposures), estimated future inflows, and estimated loss content related to certain known claims not currently included in the active pipeline. FHN compares the estimated probable incurred losses determined under the applicable loss estimation approaches for the respective periods with current reserve levels. Changes in the estimated required liability levels are recorded as necessary through the repurchase and foreclosure provision.
Based on currently available information and experience to date, FHN has evaluated its loan repurchase, make-whole, foreclosure, and certain related exposures and has accrued for losses of $15.9 million and $14.5 million as of September 30, 2020 and December 31, 2019, respectively. At September 30, 2020, a significant majority of the liability related to legacy FHN's pre-2009 mortgage business. Accrued liabilities for FHN’s estimate of these obligations are reflected in Other liabilities on the Consolidated Balance Sheets. Charges/expense reversals to increase/decrease the liability are included within Other income on the Consolidated Statements of Income. The estimates are based upon currently available information and fact patterns that exist as of each balance sheet date and could be subject to future changes. Changes to any one of these factors could significantly impact the estimate of FHN’s liability.
OTHER DISCLOSURES
Indemnification Agreements and Guarantees
In the ordinary course of business, FHN enters into indemnification agreements for legal proceedings against its directors and officers and standard representations and warranties for underwriting agreements, merger and acquisition agreements, loan sales, contractual commitments, and various other business transactions or arrangements.
The extent of FHN’s obligations under these agreements depends upon the occurrence of future events; therefore, it is not possible to estimate a maximum potential amount of payouts that could be required by such agreements.

FIRST HORIZON NATIONAL CORP. 3Q20 FORM 10-Q REPORT 49


Note 12 – 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. Minimum contributions are based upon actuarially determined amounts necessary to fund the total benefit obligation. Decisions to contribute to the plan are based upon pension funding requirements under the Pension Protection Act, the maximum amount deductible under the Internal Revenue Code, the actual performance of plan assets, and trends in the regulatory environment. FHN made no contributions to the qualified pension plan
in 2019. Management does not currently anticipate that FHN will make a contribution to the qualified pension plan for the remainder of 2020.
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.
FHN anticipates making benefit payments under the non-qualified plans of $5.2 million in 2020. Payments made under the non-qualified plans were $5.2 million for 2019.

Savings plan. FHN provides all qualifying full-time employees with the opportunity to participate in FHN's tax qualified 401(k) savings plan. The qualified plan allows employees to defer receipt of earned salary, up to tax law limits, on a tax-advantaged basis. Accounts, which are held in trust, may be invested in a wide range of mutual funds and in FHN common stock. Up to tax law limits, FHN provides a 100 percent match for the first 6 percent of salary deferred, with company matching contributions invested according to a participant’s current investment election. Through a non-qualified savings restoration plan, FHN provides a restorative benefit to certain highly-compensated employees who participate in the savings plan and whose contribution elections are capped by tax limitations.
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.
Service cost is included in Personnel expense in the Consolidated Statements of Income. All other components of net periodic benefit cost are included in Other expense.
The components of net periodic benefit cost for the three months ended September 30 were as follows:
 Pension BenefitsOther Benefits
(Dollars in thousands)2020201920202019
Components of net periodic benefit cost
Service cost$8 $7 $25 $23 
Interest cost5,844 7,505 304 358 
Expected return on plan assets(7,000)(9,335)(325)(314)
Amortization of unrecognized:
Prior service cost (credit)— — 8 — 
Actuarial (gain) loss3,381 2,546 (64)(112)
Net periodic benefit cost (credit)$2,233 $723 $(52)$(45)









FIRST HORIZON NATIONAL CORP. 3Q20 FORM 10-Q REPORT 50

Table of Contents

Note 12 – Pension, Savings, and Other Employee Benefits (Continued)
The components of net periodic benefit cost for the nine months ended September 30 were as follows:
 Pension BenefitsOther Benefits
(Dollars in thousands)2020201920202019
Components of net periodic benefit cost
Service cost$24 $23 $74 $71 
Interest cost17,663 22,655 915 1,060 
Expected return on plan assets(19,337)(27,681)(947)(852)
Amortization of unrecognized:
Prior service cost (credit)— — 24 — 
Actuarial (gain) loss9,829 7,416 (218)(346)
Net periodic benefit cost (credit)$8,179 $2,413 $(152)$(67)






FIRST HORIZON NATIONAL CORP. 3Q20 FORM 10-Q REPORT 51


Note 13 – 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 consumer and commercial customers in the southern and southeastern U.S. and other selected markets. Regional banking also provides investments, wealth management, financial planning, trust services and asset management, mortgage banking, title, credit card, and cash management services. 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, underwriting, 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, derivative
valuation adjustments related to prior sales of Visa Class B shares, gain (loss) on extinguishment of debt, acquisition- and integration-related costs, expenses associated with rebranding initiatives, and various charges related to restructuring, repositioning, and efficiency efforts. The non-strategic segment consists of run-off consumer lending activities, pre-2009 mortgage banking elements, 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. Business segment revenue, expense, asset, and equity levels reflect those which are specifically identifiable or which are allocated based on an internal allocation method. Because the allocations are based on internally developed assignments and allocations, to an extent they are subjective. Generally, all assignments and allocations have been consistently applied for all periods presented.

The following table reflects the amounts of consolidated revenue, expense, tax, and average assets for each segment for the three and nine months ended September 30:
 Three Months Ended
September 30,		Nine Months Ended
September 30,
(Dollars in thousands)2020201920202019
Consolidated
Net interest income$532,365 $300,676 $1,140,511 $898,794 
Provision for credit losses (a)227,000 14,366 502,388 36,273 
Noninterest income822,923 171,735 1,203,948 470,773 
Noninterest expense587,040 308,306 1,210,139 904,883 
Income before income taxes541,248 149,739 631,932 428,411 
Provision for income taxes 2,210 35,796 19,757 97,321 
Net income$539,038 $113,943 $612,175 $331,090 
Average assets$81,683,111 $41,940,901 $57,810,478 $41,359,574 
(a)Increase in provision expense for the three and nine months ended September 30, 2020 is primarily due to provision related to non-PCD loans acquired in the IBKC merger and Truist branch acquisition and the economic forecast attributable to the COVID-19 pandemic.

















FIRST HORIZON NATIONAL CORP. 3Q20 FORM 10-Q REPORT 52

Table of Contents

Note 13 – Business Segment Information (Continued)
 Three Months Ended
September 30,		Nine Months Ended
September 30,
(Dollars in thousands)2020201920202019
Regional Banking
Net interest income$583,907 $302,467 $1,233,654 $885,932 
Provision for credit losses227,326 19,839 501,453 50,967 
Noninterest income172,457 85,930 333,669 240,555 
Noninterest expense373,680 193,956 768,870 586,697 
Income before income taxes155,358 174,602 297,000 488,823 
Provision for income taxes34,744 41,795 65,497 115,266 
Net income$120,614 $132,807 $231,503 $373,557 
Average assets$64,371,210 $31,632,768 $44,170,906 $30,231,372 
Fixed Income
Net interest income$11,632 $5,309 $36,088 $18,809 
Noninterest income110,783 77,808 319,741 197,238 
Noninterest expense67,395 67,582 231,488 173,656 
Income before income taxes55,020 15,535 124,341 42,391 
Provision for income taxes13,456 3,707 30,236 10,001 
Net income$41,564 $11,828 $94,105 $32,390 
Average assets$3,002,282 $2,882,478 $3,341,255 $2,952,925 
Corporate
Net interest income (expense)$(69,187)$(13,252)$(145,847)$(28,136)
Noninterest income539,668 7,359 548,891 30,112 
Noninterest expense142,894 42,297 199,461 139,052 
Income (loss) before income taxes327,587 (48,190)203,583 (137,076)
Provision (benefit) for income taxes (46,785)(11,632)(77,690)(36,416)
Net income (loss)$374,372 $(36,558)$281,273 $(100,660)
Average assets$13,595,544 $6,434,633 $9,527,471 $7,098,500 
Non-Strategic
Net interest income$6,013 $6,152 $16,616 $22,189 
Provision/(provision credit) for loan losses(326)(5,473)935 (14,694)
Noninterest income15 638 1,647 2,868 
Noninterest expense3,071 4,471 10,320 5,478 
Income before income taxes3,283 7,792 7,008 34,273 
Provision for income taxes795 1,926 1,714 8,470 
Net income$2,488 $5,866 $5,294 $25,803 
Average assets$714,075 $991,022 $770,846 $1,076,777 

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














FIRST HORIZON NATIONAL CORP. 3Q20 FORM 10-Q REPORT 53

Table of Contents

Note 13 – Business Segment Information (Continued)
The following tables reflect a disaggregation of FHN’s noninterest income by major product line and reportable segment for the three months ended September 30, 2020 and 2019:
Three months ended September 30, 2020
(Dollars in thousands)Regional BankingFixed IncomeCorporateNon-StrategicConsolidated
Fixed income (a)380 110,563 — — 110,943 
Mortgage banking and title income65,569 — 23 (89)65,503 
Deposit transactions and cash management40,500 — 1,528 28 42,056 
Brokerage, management fees and commissions19,595 — (1,704)— 17,891 
Trust services and investment management14,599 — (2,858)— 11,741 
Bankcard income10,150 — 277 30 10,457 
Securities gains (losses), net (b)— — (1,170)— (1,170)
Purchase accounting gain— — 532,150 — 532,150 
Other income (c)21,664 220 11,422 46 33,352 
Total noninterest income$172,457 $110,783 $539,668 $15 $822,923 
(a)Includes $9.9 million of underwriting, portfolio advisory, and other noninterest income in scope of Accounting Standards Codification ("ASC") 606, "Revenue From Contracts With Customers."
(b)Represents noninterest income excluded from the scope of ASC 606. Amount is presented for informational purposes to reconcile total noninterest income.
(c)Includes other service charges, ATM and interchange fees, electronic banking fees, and insurance commissions in scope of ASC 606.

Three months ended September 30, 2019
(Dollars in thousands)Regional BankingFixed IncomeCorporateNon- StrategicConsolidated
Fixed income (a)57 77,588 — — 77,645 
Mortgage banking and title income1,643 — — 376 2,019 
Deposit transactions and cash management32,624 — 1,721 34 34,379 
Brokerage, management fees and commissions14,157 — — — 14,157 
Trust services and investment management7,190 — (27)— 7,163 
Bankcard income7,030 11 63 (87)7,017 
Securities gains (losses), net (b)— — 97 — 97 
Other income (c)23,229 209 5,505 315 29,258 
Total noninterest income$85,930 $77,808 $7,359 $638 $171,735 
Certain previously reported amounts have been reclassified to agree with current presentation.
(a)Includes $9.2 million of underwriting, portfolio advisory, and other noninterest income in scope of Accounting Standards
Codification ("ASC") 606, "Revenue From Contracts With Customers."
(b)Represents noninterest income excluded from the scope of ASC 606. Amount is presented for informational purposes to reconcile
total noninterest income.
(c)Includes other service charges, ATM and interchange fees, electronic banking fees, and insurance commissions in scope of ASC
606.













FIRST HORIZON NATIONAL CORP. 3Q20 FORM 10-Q REPORT 54

Table of Contents

Note 13 – Business Segment Information (Continued)
The following tables reflect a disaggregation of FHN’s noninterest income by major product line and reportable segment for the nine months ended September 30, 2020 and 2019:
Nine Months Ended September 30, 2020
(Dollars in thousands)Regional BankingFixed IncomeCorporateNon-StrategicConsolidated
Fixed income (a)582 318,417 — — 318,999 
Deposit transactions and cash management98,906 — 4,131 96 103,133 
Mortgage banking and title income71,168 — 23 881 72,072 
Brokerage, management fees and commissions48,799 — (1,703)— 47,096 
Trust services and investment management29,562 — (2,893)— 26,669 
Bankcard income23,853 — 421 88 24,362 
Securities gains (losses), net (b)— — (2,638)— (2,638)
Purchase accounting gain— — 532,150 — 532,150 
Other income (c)(d)60,799 1,324 19,400 582 82,105 
Total noninterest income$333,669 $319,741 $548,891 $1,647 $1,203,948 
(a)Includes $28.6 million of underwriting, portfolio advisory, and other noninterest income in scope of Accounting Standards Codification ("ASC") 606, "Revenue From Contracts With Customers."
(b)Represents noninterest income excluded from the scope of ASC 606. Amount is presented for informational purposes to reconcile total noninterest income.
(c)Includes other service charges, ATM and interchange fees, electronic banking fees, and insurance commissions in scope of ASC 606.
(d)Corporate balance includes negative deferred compensation income driven by equity market valuations.

Nine Months Ended September 30, 2019
(Dollars in thousands)Regional BankingFixed IncomeCorporateNon- StrategicConsolidated
Fixed income (a)120 196,582 — 1,106 197,808 
Mortgage banking and title income5,119 — — 1,358 6,477 
Deposit transactions and cash management93,316 4 4,956 98 98,374 
Brokerage, management fees and commissions40,910 — — — 40,910 
Trust services and investment management22,148 — (71)— 22,077 
Bankcard income20,670 11 185 (542)20,324 
Securities gains (losses), net (b)— — 177 — 177 
Purchase accounting gain— — — — — 
Other income (c)(d)58,272 641 24,865 848 84,626 
Total noninterest income$240,555 $197,238 $30,112 $2,868 $470,773 
Certain previously reported amounts have been reclassified to agree with current presentation.
(a)Includes $23.6 million of underwriting, portfolio advisory, and other noninterest income in scope of Accounting Standards
Codification ("ASC") 606, "Revenue From Contracts With Customers."
(b)Represents noninterest income excluded from the scope of ASC 606. Amount is presented for informational purposes to reconcile
total noninterest income.
(c)Includes other service charges, ATM and interchange fees, electronic banking fees, and insurance commissions in scope of ASC
606.



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Note 14 – Variable Interest Entities
ASC 810 defines a VIE as a legal entity where (a) the equity investors, as a group, lack sufficient equity at risk for the entity to finance its activities 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, (2) the obligation to absorb the expected losses of the entity, or (3) the right to receive the expected residual returns of the entity, or (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 has established certain rabbi trusts related to deferred compensation plans offered to its employees. FHN contributes employee cash compensation deferrals to the trusts and directs the underlying investments made by the trusts. The assets of these trusts are available to FHN’s creditors only in the event that FHN becomes insolvent. These trusts are considered VIEs as there is no equity at risk in the trusts since FHN provided the equity interest to its employees in exchange for services rendered. FHN is considered the primary beneficiary of the rabbi trusts as it has the power to direct the activities that most significantly impact the economic performance of the rabbi trusts through its ability to direct the underlying investments made by the trusts. Additionally, FHN could potentially receive benefits or absorb losses that are significant to the trusts due to its right to receive any asset values in excess of liability payoffs and its obligation to fund any liabilities to employees that are in excess of a rabbi trust’s assets.
The following table summarizes the carrying value of assets and liabilities associated with rabbi trusts used for deferred compensation plans which are consolidated by FHN as of September 30, 2020 and December 31, 2019:
 
(Dollars in thousands)
September 30, 2020December 31, 2019
Assets:
Other assets$154,783 $91,873 
Total assets$154,783 $91,873 
Liabilities:
Other liabilities$131,782 $70,830 
Total liabilities$131,782 $70,830 
Nonconsolidated Variable Interest Entities
Low Income Housing Partnerships. Through designated wholly-owned subsidiaries, First Horizon Bank, makes equity investments as a limited partner in various partnerships that sponsor affordable housing projects utilizing the 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 are leased to qualifying residential tenants generally within FHN’s primary geographic region. LIHTC partnerships are considered VIEs as the subsidiaries represent the holders of the equity investment at risk but do not have the ability to direct the activities that most significantly affect the performance of the entity through voting rights or similar
rights. The subsidiaries could absorb losses that are significant to the LIHTC partnerships as they have a risk of loss for their 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 the subsidiaries’ 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

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Note 14 – Variable Interest Entities (Continued)
proportional amortization method are accounted for using the equity method. Expenses associated with these
investments were not material for the three or nine months ended September 30, 2020 and 2019.
The following table summarizes the impact to the Provision (benefit) for income taxes on the Consolidated Statements of Income for the three and nine months ended September 30, 2020, and 2019 for LIHTC investments accounted for under the proportional amortization method.
Three Months Ended
September 30,		Nine Months Ended
September 30,
(Dollars in thousands)
2020201920202019
Provision (benefit) for income taxes:
Amortization of qualifying LIHTC investments$8,273 $4,436 $19,586 $12,721 
Low income housing tax credits(6,738)(3,607)(16,094)(10,758)
Other tax benefits related to qualifying LIHTC investments(3,034)(1,751)(8,172)(4,970)

Other Tax Credit Investments. Through designated subsidiaries, First Horizon Bank periodically makes equity investments 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 the 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 First Horizon Bank's subsidiaries represent the holders of the equity investment at risk but do not have the ability to direct the activities that most significantly affect the performance of the entity through voting rights or similar rights. While the subsidiaries could absorb losses that are significant to the NMTC LLCs as they have a risk of loss for their 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 the subsidiaries' initial capital contributions.
First Horizon Bank 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 the subsidiaries represent the holders of the equity investment at risk but do not have the ability to direct the activities that most significantly affect the performance of the entity through voting rights or similar rights. The subsidiaries could absorb losses that are significant to the entities as they have a risk of loss for their 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 the subsidiaries’ initial capital contributions and funding commitments.
Small Issuer Trust Preferred Holdings. First Horizon Bank holds variable interests in trusts which have issued mandatorily redeemable preferred capital securities (“trust preferreds”) for smaller banking and insurance enterprises. First Horizon Bank has no voting rights for the trusts’ activities. The trusts’ only assets are junior subordinated debentures of the issuing enterprises. The creditors of the trusts hold no recourse to the assets of First Horizon Bank. 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 First Horizon Bank’s holdings, First Horizon Bank 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 First Horizon Bank. However, since First Horizon Bank 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. First Horizon Bank has no contractual requirements to provide financial support to the trusts.
On-Balance Sheet Trust Preferred Securitization. In 2007, First Horizon Bank executed a securitization of certain small issuer trust preferreds for which the underlying trust meets the definition of a VIE as the holders of the equity investment at risk do not have the power through voting rights, or similar rights, to direct the activities that most significantly impact the entity’s economic performance. First Horizon Bank 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.

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However, since First Horizon Bank did not retain servicing or other decision making rights, First Horizon Bank is not the primary beneficiary as it does not have the power to direct the activities that most significantly impact the trust’s economic performance. Accordingly, First Horizon Bank has accounted for the funds received through the securitization as a term borrowing in its Consolidated Balance Sheets. First Horizon Bank has no contractual requirements to provide financial support to the trust.
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. 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. However, FHN did not have the ability to participate in significant portions of a securitization trust’s cash flows and FHN was not considered the primary beneficiary of the trust. Therefore, these trusts were not consolidated by FHN.

Holdings in Agency Mortgage-Backed Securities. FHN holds securities issued by various Agency securitization trusts. Based on their restrictive nature, the trusts meet the definition of a VIE since the holders of the equity investments at risk do not have the power through voting rights, or similar rights, to direct the activities that most significantly impact the entities’ economic performance. FHN could potentially receive benefits or absorb losses that are significant to the trusts based on the nature of the trusts’ activities and the size of FHN’s holdings. However, FHN is solely a holder of the trusts’ securities and does not have the power to direct the activities that most significantly impact the trusts’ economic performance, and is not considered the primary beneficiary of the trusts. FHN has no contractual requirements to provide financial support to the trusts.

Commercial Loan Troubled Debt Restructurings. For certain troubled commercial loans, First Horizon Bank 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 First Horizon Bank does not have the power to direct the activities that most significantly impact such troubled commercial borrowers’ operations, it is not considered the primary beneficiary even in situations where, based on the size of the financing provided, First Horizon Bank is exposed to potentially significant benefits and losses of the borrowing entity. First Horizon Bank has no contractual requirements to provide financial support to the borrowing entities beyond certain funding commitments established upon restructuring of the terms of the debt that allows for preparation of the underlying collateral for sale.

Sale Leaseback Transaction. First Horizon Bank has entered into an agreement with a single asset leasing entity for the sale and leaseback of an office building. In conjunction with this transaction, First Horizon Bank loaned funds to a related party of the buyer that were used for the purchase price of the building. First Horizon Bank 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 prior to 2019, it was accounted for using the deposit method which created a net asset or liability for all cash flows between First Horizon Bank and the buyer. Upon adoption of ASU 2016-02 the transaction qualified as a seller-financed sale-leaseback. The buyer-lessor in this transaction meets the definition of a VIE as it does not have sufficient equity at risk since First Horizon Bank 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, First Horizon Bank does not consolidate the leasing entity.

Proprietary Trust Preferred Issuances. In conjunction with its acquisitions, FHN has acquired junior subordinated debt underlying multiple issuances of trust preferred debt. All of the trusts are considered VIEs because the ownership interests from the capital contributions to these trusts are not considered “at risk” in evaluating whether the holders of the equity investments at risk in the trusts have the power through voting rights, or similar rights, to direct the activities that most significantly impact the entities’ economic performance. Thus, FHN cannot be the trusts’ primary beneficiary because its ownership interests in the trusts are not considered variable interests as they are not considered “at risk”. Consequently, none of the trusts are consolidated by FHN.




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Note 14 – Variable Interest Entities (Continued)
The following table summarizes FHN’s nonconsolidated VIEs as of September 30, 2020:
(Dollars in thousands) 
Maximum
Loss Exposure		Liability
Recognized		Classification
Type 
Low income housing partnerships$338,558 $166,931 (a)
Other tax credit investments (b)66,172 34,993 Other assets
Small issuer trust preferred holdings (c)209,442 — Loans and leases
On-balance sheet trust preferred securitization32,031 82,143 (d)
Proprietary residential mortgage securitizations471 — Trading securities
Holdings of agency mortgage-backed securities (c)7,386,169 — (e)
Commercial loan troubled debt restructurings (f)177,949 — Loans and leases
Sale-leaseback transaction17,993 — (g)
Proprietary trust preferred issuances (h)— 287,124 Term borrowings
(a)Maximum loss exposure represents $171.7 million of current investments and $166.9 million of accrued contractual funding commitments. Accrued funding commitments represent unconditional contractual obligations for future funding events, and are also recognized in Other liabilities. FHN currently expects to be required to fund these accrued commitments by the end of 2024.
(b)Maximum loss exposure represents the value of current investments.
(c)Maximum loss exposure represents the value of current investments. A liability is not recognized as FHN is solely a holder of the trusts’ securities.
(d)Includes $112.5 million classified as Loans and leases, and $1.7 million classified as Trading securities which are offset by $82.1 million classified as Term borrowings.
(e)Includes $0.9 billion classified as Trading securities and $6.5 billion classified as Securities available for sale.
(f)Maximum loss exposure represents $172.8 million of current receivables and contractual funding commitments on loans related to commercial borrowers involved in a troubled debt restructuring were $5.1 million.
(g)Maximum loss exposure represents the current loan balance plus additional funding commitments.
(h)No exposure to loss due to nature of FHN's involvement.
The following table summarizes FHN’s nonconsolidated VIEs as of December 31, 2019:
(Dollars in thousands)Maximum
Loss Exposure		Liability
Recognized		Classification
Type 
Low income housing partnerships$237,668 $136,404 (a)
Other tax credit investments (b) (c)6,282 — Other assets
Small issuer trust preferred holdings (d)238,397 — Loans and leases
On-balance sheet trust preferred securitization33,265 80,908 (e)
Proprietary residential mortgage securitizations941 — Trading securities
Holdings of agency mortgage-backed securities (d)4,537,685 — (f)
Commercial loan troubled debt restructurings (g)45,169 — Loans and leases
Sale-leaseback transaction18,111 — (h)
Proprietary trust preferred issuances (i) — 167,014 Term borrowings
(a)Maximum loss exposure represents $101.3 million of current investments and $136.4 million of accrued contractual funding commitments. Accrued funding commitments represent unconditional contractual obligations for future funding events, and are also recognized in Other liabilities. FHN currently expects to be required to fund these accrued commitments by the end of 2023.
(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. As of December 31, 2019, there were no investments 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 and leases, and $1.7 million classified as Trading securities which are offset by $80.9 million classified as Term borrowings.
(f)Includes $0.5 billion classified as Trading securities and $4.0 billion classified as securities available for sale.
(g)Maximum loss exposure represents $43.4 million of current receivables and $1.8 million of contractual funding commitments on loans related to commercial borrowers involved in a troubled debt restructuring.
(h)Maximum loss exposure represents the current loan balance plus additional funding commitments less amounts received from the buyer-lessor.
(i)No exposure to loss due to nature of FHN's involvement.

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Note 15 – 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. Daily margin posted or received with central clearinghouses is considered a legal settlement of the related derivative contracts which results in a net presentation for each contract in the Consolidated Balance Sheets. Treatment of daily margin as a settlement has no effect on hedge accounting or gains/losses for the applicable derivative contracts. On September 30, 2020 and December 31, 2019, respectively, FHN had $289.5 million and $136.6 million of cash receivables and $141.9 million and $53.0 million of cash payables related to collateral posting under master netting arrangements, inclusive of collateral posted related to contracts with adjustable collateral posting thresholds and over-collateralized positions, with derivative counterparties. With exchange-traded contracts, the credit risk is limited to the clearinghouse used. For non-exchange traded instruments, credit risk may occur when there is a gain in the fair value of the financial instrument and the counterparty fails to perform according to the terms of the contract and/or when the collateral proves to be of insufficient value. See additional discussion regarding master netting agreements and collateral posting requirements later in this note under the heading “Master Netting and Similar Agreements.” Market risk represents the potential loss due to the decrease in the value of a financial instrument caused primarily by changes in interest rates or the prices of debt instruments. FHN manages market risk by establishing and monitoring limits on the types and degree of risk that may be undertaken.
FHN continually measures this risk through the use of models that measure value-at-risk and earnings-at-risk.
Derivative Instruments. FHN enters into various derivative contracts both to facilitate 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, government-guaranteed loan, 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 Balance Sheets as derivative assets and derivative liabilities within Other assets and Other liabilities. The FHN 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 $98.9 million and $63.6 million for the three months

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Note 15 – Derivatives (Continued)
ended September 30, 2020 and 2019, and $277.5 million and $162.7 million for the nine months ended September 30, 2020 and 2019, respectively. Trading
revenues are inclusive of both derivative and non-derivative financial instruments, and are included in Fixed income on the Consolidated Statements of Income.
The following tables summarize FHN’s derivatives associated with fixed income trading activities as of September 30, 2020 and December 31, 2019:
 
 September 30, 2020
(Dollars in thousands)NotionalAssetsLiabilities
Customer interest rate contracts$3,847,085 $240,218 $2,444 
Offsetting upstream interest rate contracts3,847,085 2,317 16,828 
Forwards and futures purchased15,069,709 41,553 3,456 
Forwards and futures sold15,596,324 5,788 39,018 
 
 December 31, 2019
(Dollars in thousands)NotionalAssetsLiabilities
Customer interest rate contracts$2,697,522 $65,768 $6,858 
Offsetting upstream interest rate contracts2,697,522 2,583 3,994 
Option contracts purchased40,000 131 — 
Forwards and futures purchased9,217,350 17,029 3,187 
Forwards and futures sold9,403,112 3,611 16,620 

Interest Rate Risk Management
FHN’s ALCO focuses on managing market risk by controlling and limiting earnings volatility attributable to changes in interest rates. Interest rate risk exists to the extent that interest-earning assets and interest-bearing liabilities have different maturity or repricing characteristics. FHN uses derivatives, primarily swaps, that are designed to moderate the impact on earnings as interest rates change. Interest paid or received for swaps utilized by FHN to hedge the fair value of long 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 Statements of Income.
FHN designated a derivative transaction in a hedging strategy to manage interest rate risk on $400.0 million of senior debt issued by First Horizon Bank prior to its maturity in December 2019. This qualified 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. First Horizon Bank early redeemed the $400.0 million senior debt on November 1, 2019.

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. FHN has provided notice of its intent to exercise the early redemption option for this senior debt on November 15, 2020.



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Note 15 – Derivatives (Continued)
The following tables summarize FHN’s derivatives associated with interest rate risk management activities as of September 30, 2020 and December 31, 2019:
 
 September 30, 2020
(Dollars in thousands)NotionalAssetsLiabilities
Customer Interest Rate Contracts Hedging 
Hedging Instruments and Hedged Items: 
Customer interest rate contracts$6,667,600 $487,005 $303 
Offsetting upstream interest rate contracts6,667,600 303 25,997 
Debt Hedging
Hedging Instruments:
Interest rate swaps$500,000 $13 N/A
Hedged Items:
Term borrowings:
Par
N/AN/A$500,000 
Cumulative fair value hedging adjustments
N/AN/A729 
Unamortized premium (discount) and issuance costsN/AN/A(74)
Total carrying value
N/AN/A$500,655 

 December 31, 2019
(Dollars in thousands)NotionalAssetsLiabilities
Customer Interest Rate Contracts Hedging
Hedging Instruments and Hedged Items: 
Customer interest rate contracts$3,044,067 $90,394 $3,515 
Offsetting upstream interest rate contracts3,044,067 3,537 9,735 
Debt Hedging
Hedging Instruments:
Interest rate swaps$500,000 N/A$69 
Hedged Items:
Term borrowings:
ParN/AN/A$500,000 
Cumulative fair value hedging adjustmentsN/AN/A(1,604)
Unamortized premium (discount) and issuance costsN/AN/A(740)
Total carrying valueN/AN/A$497,656 










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Note 15 – Derivatives (Continued)
The following table summarizes gains (losses) on FHN’s derivatives associated with interest rate risk management activities for the three and nine months ended September 30, 2020 and 2019:
Three Months Ended
September 30,		Nine Months Ended
September 30,
2020201920202019
(Dollars in thousands)Gains (Losses)Gains (Losses)Gains (Losses)Gains (Losses)
Customer Interest Rate Contracts Hedging
Hedging Instruments and Hedged Items:
Customer interest rate contracts (a)$(14,050)$44,375 $197,346 $124,193 
Offsetting upstream interest rate contracts (a)14,050 (44,375)(197,346)(124,193)
Debt Hedging
Hedging Instruments:
Interest rate swaps (b)$(1,421)$1,994 $2,776 $12,969 
Hedged Items:
Term borrowings (a) (c)1,412 (2,004)(2,333)(12,876)
(a)Gains (losses) included in Other expense within the Consolidated Statements of Income.
(b)Gains (losses) included in Interest expense.
(c)Represents gains and losses attributable to changes in fair value due to interest rate risk as designated in ASC 815-20 hedging relationships.
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. In first quarter 2017, FHN initiated cash flow hedges of $650 million notional amount that had initial durations between three years and seven years. $200 million of these swaps expired in first quarter 2020. In conjunction with the IBKC merger, FHN acquired interest rate contracts (floors and collars) with a notional value of $800 million and initial remaining terms between 11 and 34 months which have
been re-designated as cash floor hedges. 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 cash flow hedges under ASC 815-20. All changes in the fair value of these derivatives are recorded as a component of AOCI. Amounts are reclassified from AOCI to earnings as the hedged cash flows affect 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.
The following tables summarize FHN’s derivative activities associated with cash flow hedges as of September 30, 2020 and December 31, 2019:
 September 30, 2020
(Dollars in thousands)NotionalAssetsLiabilities
Cash Flow Hedges 
Hedging Instruments: 
Interest rate contracts$1,500,000 $35,606 N/A
Hedged Items:
Variability in cash flows related to debt instruments (primarily loans)N/A$1,500,000 N/A
 

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Note 15 – Derivatives (Continued)
 December 31, 2019
(Dollars in thousands)NotionalAssetsLiabilities
Cash Flow Hedges
Hedging Instruments: 
Interest rate contracts$900,000 N/A$241 
Hedged Items:
Variability in cash flows related to debt instruments (primarily loans)N/A$900,000 N/A
The following table summarizes gains (losses) on FHN’s derivatives associated with cash flow hedges for the three and nine months ended September 30, 2020 and 2019:
Three Months Ended
September 30,		Nine Months Ended
September 30,
2020201920202019
(Dollars in thousands)Gains (Losses)Gains (Losses)Gains (Losses)Gains (Losses)
Cash Flow Hedges
Hedging Instruments:
Interest rate contracts (a)$(7,799)$3,840 $9,644 $22,954 
       Gain (loss) recognized in Other comprehensive income (loss)(805)1,855 13,998 13,367 
       Gain (loss) reclassified from AOCI into Interest income(2,128)989 (3,853)3,773 
(a)Approximately $26.5 million of pre-tax gains are expected to be reclassified into earnings in the next twelve months.


Other Derivatives

As part of the merger with IBKC, FHN acquired mortgage banking operations that include the origination and sale of loans into the secondary market. As part of the origination of loans, FHN enters into interest rate lock commitments with borrowers. Additionally, FHN enters into forward sales contracts with buyers for delivery of loans at a future date.

Both of these contracts qualify as freestanding derivatives and are recognized at fair value through earnings. The notional and fair values of these contracts are presented in the table below. Balances and activity for periods prior to the IBKC merger were not significant.


September 30, 2020
(Dollars in thousands)NotionalAssetsLiabilities
Mortgage Banking Hedges
Option contracts written$698,744 $21,677 $223 
Forward contracts purchased753,660 859 2,577 


The following table summarizes gains (losses) on FHN's derivatives associated with mortgage banking activities for the three and nine month periods ended September 30, 2020.
Three Months Ended
September 30,		Nine Months Ended
September 30,
20202020
(Dollars in thousands)Gains (Losses)Gains (Losses)
Mortgage Banking Hedges
Option contracts written$7,434 $7,434 
Forward contracts purchased(9,633)(9,633)


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Note 15 – Derivatives (Continued)
In conjunction with the sales of a portion of its Visa Class B shares in 2010 and 2011, 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. FHN is also required to make periodic financing payments to the purchasers until all of Visa's covered litigation matters are resolved. In third quarter 2018, FHN sold the remainder of its Visa Class B shares, entering into a similar derivative arrangement with the counterparty. All of these derivatives extend until the end of Visa’s Covered Litigation matters. In September 2018, Visa reached a preliminary settlement for one class of plaintiffs in its Payment Card Interchange matter which later received final court approval in December 2019. In accordance with the agreement terms, several individual plaintiffs opted out of the settlement and have the opportunity to separately pursue resolution with Visa. Settlement has not been reached with the second class of plaintiffs in this matter and other covered litigation matters are also pending judicial resolution. Accordingly, the value and timing for completion of Visa’s Covered Litigation matters are uncertain.

The derivative transaction executed in third quarter 2018 includes a contingent accelerated termination clause based on the credit ratings of FHN and First Horizon Bank. FHN has not received or paid collateral related to this contract.

As of September 30, 2020 and December 31, 2019, the derivative liabilities associated with the sales of Visa Class B shares were $15.6 million and $22.8 million, respectively. See Note 17 - Fair Value of Assets & Liabilities for discussion of the valuation inputs and processes for these Visa-related derivatives.
FHN utilizes cross currency swaps and cross currency interest rate swaps to economically hedge its exposure to foreign currency risk and interest rate risk associated with non-U.S. dollar denominated loans. As of September 30, 2020 and December 31, 2019, these loans were valued at $9.1 million and $18.4 million, respectively. The balance sheet amount and the gains/losses associated with these derivatives were not significant.
Related to its loan participation/syndication activities, FHN enters into risk participation agreements, under which it assumes exposure for, or receives indemnification for, borrowers’ performance on underlying interest rate derivative contracts. FHN’s counterparties in these contracts are other lending institutions involved in the loan participation/syndication arrangements for which the underlying interest rate derivative contract is intended to hedge interest rate risk for the borrower. FHN will make (other institution is the lead bank) or receive (FHN is the lead bank) payments for risk participations if the borrower defaults on its obligation to perform under the terms of its
interest rate derivative agreement with the lead bank in the participation. As of September 30, 2020 the notional values of FHN’s risk participations were $248.5 million of derivative assets and $543.0 million of derivative liabilities. The notional value for risk participation/syndication agreements is consistent with the percentage of participation in the lending arrangement. FHN’s maximum exposure or benefit in the risk participation agreements is contingent on the fair value of the underlying interest rate derivative contracts for which the borrower is in a liability position at the time of default. FHN monitors the credit risk associated with the borrowers to which the risk participations relate through the same credit risk assessment process utilized for establishing credit loss estimates for its loan portfolio. These credit risk estimates are included in the determination of fair value for the risk participations. As of September 30, 2020, FHN had recognized $342 thousand of derivative assets and $1.5 million of derivative liabilities associated with risk participation agreements.
In conjunction with the IBKC merger, FHN obtained certain certificates of deposit with the rate of return based on an equity index which is considered an embedded derivative as a written option that must be separately recognized. The risks of the written option are offset by purchasing an option with terms that mirror the written option, which is also carried at fair value on the Company’s consolidated balance sheets. As of September 30, 2020, FHN had recognized $1.3 million of both assets and liabilities associated with these contracts.
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 initial margin is posted. Cash margin received (posted) that is considered settlements for the derivative contracts is included in the

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Note 15 – Derivatives (Continued)
respective derivative asset (liability) value. Cash margin that is considered collateral received (posted) for interest rate derivatives is recognized as a liability (asset) on FHN’s Consolidated Balance Sheets.
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 Balance Sheets. Interest rate derivatives associated with lending arrangements share the collateral with the related loan(s). The derivative and loan positions may be netted in the event of default. For disclosure purposes, the entire collateral amount is allocated to the loan.
Interest rate derivatives with larger financial institutions entered into prior to required central clearing typically contain provisions whereby the collateral posting thresholds under the agreements adjust based on the credit ratings of both counterparties. If the credit rating of FHN and/or First Horizon Bank is lowered, FHN could be required to post additional collateral with the counterparties. Conversely, if the credit rating of FHN and/or First Horizon Bank is increased, FHN could have collateral released and be required to post less collateral in the future. Also, if a counterparty’s credit ratings were to decrease, FHN and/or First Horizon Bank could require the posting of additional collateral; whereas if a counterparty’s credit ratings were to increase, the 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 interest rate derivative instruments with adjustable collateral posting thresholds was $239.0 million of assets and $3.6 million of liabilities on September 30, 2020, and $63.1 million of assets and $6.4 million of liabilities on December 31, 2019. As of September 30, 2020 and December 31, 2019, FHN had received collateral of $349.6
million and $148.5 million and posted collateral of $41.1 million and $18.4 million, respectively, in the normal course of business related to these agreements.
Certain agreements entered into prior to required central clearing also contain accelerated termination provisions, inclusive of the right of offset, if a counterparty’s credit rating falls below a specified level. If a counterparty’s debt rating (including FHN’s and First Horizon Bank’s) were to fall below these minimums, these provisions would be triggered, and the counterparties could terminate the agreements and require immediate settlement of all derivative contracts under the agreements. The net fair value, determined by individual counterparty, of all interest rate derivative instruments with credit-risk-related contingent accelerated termination provisions was $239.0 million of assets and $24.0 million of liabilities on September 30, 2020, and $63.1 million of assets and $10.3 million of liabilities on December 31, 2019. As of September 30, 2020 and December 31, 2019, FHN had received collateral of $349.6 million and $148.5 million and posted collateral of $62.8 million and $22.7 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 following tables.

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Note 15 – Derivatives (Continued)
The following table provides details of derivative assets and collateral received as presented on the Consolidated Balance Sheets as of September 30, 2020 and December 31, 2019:
 
    Gross amounts not offset in 
the Balance Sheets		 
(Dollars in thousands)Gross amounts
of recognized
assets		Gross amounts
offset in the
Balance Sheets		Net amounts of
assets presented
in the Balance Sheets (a)		Derivative
liabilities
available for
offset		Collateral
received		Net amount
Derivative assets:
September 30, 2020
Interest rate derivative contracts$787,139 $— $787,139 $(11,401)$(369,510)$406,228 
Forward contracts47,341 — 47,341 (16,105)(16,213)15,023 
$834,480 $— $834,480 $(27,506)$(385,723)$421,251 
December 31, 2019
Interest rate derivative contracts$162,344 $— $162,344 $(5,604)$(143,334)$13,406 
Forward contracts20,640 — 20,640 (13,292)(2,000)5,348 
$182,984 $— $182,984 $(18,896)$(145,334)$18,754 
(a)Included in Other assets on the Consolidated Balance Sheets. As of September 30, 2020 and December 31, 2019, $2.6 million and $0.1 million of derivative assets have been excluded from these tables because they are generally not subject to master netting or similar agreements.
The following table provides details of derivative liabilities and collateral pledged as presented on the Consolidated Balance Sheets as of September 30, 2020 and December 31, 2019:
 
    Gross amounts not offset in the
Balance Sheets		 
(Dollars in thousands)Gross amounts
of recognized
liabilities		Gross amounts
offset in the
Balance Sheets		Net amounts of
liabilities presented
in the Balance Sheets (a)		Derivative
assets available
for offset		Collateral
pledged		Net amount
Derivative liabilities:
September 30, 2020
Interest rate derivative contracts$47,047 $— $47,047 $(11,401)$(30,829)$4,817 
Forward contracts42,474 — 42,474 (16,105)(26,369)— 
$89,521 $— $89,521 $(27,506)$(57,198)$4,817 
December 31, 2019
Interest rate derivative contracts$24,431 $— $24,431 $(5,604)$(18,689)$138 
Forward contracts19,807 — 19,807 (13,292)(6,515)— 
$44,238 $— $44,238 $(18,896)$(25,204)$138 
 
(a)Included in Other liabilities on the Consolidated Balance Sheets. As of September 30, 2020 and December 31, 2019, $19.9 million and $23.2 million, respectively, of derivative liabilities (primarily Visa-related derivatives) have been excluded from these tables because they are generally not subject to master netting or similar agreements.

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Note 16 – Master Netting and Similar Agreements—Repurchase, Reverse Repurchase, and Securities Borrowing Transactions
For repurchase, reverse repurchase and securities borrowing transactions, FHN and each counterparty have the ability to offset all open positions and related collateral in the event of default. Due to the nature of these transactions, the value of the collateral for each transaction approximates the value of the corresponding receivable or payable. For repurchase agreements through FHN’s fixed income business (securities purchased under agreements to resell and securities sold under agreements to repurchase), transactions are collateralized by securities and/or government guaranteed loans which are delivered on the settlement date and are maintained throughout the term of the transaction. For FHN’s repurchase agreements through banking activities (securities sold under agreements to repurchase), securities are typically pledged at settlement and not released until maturity. For asset positions, the collateral is not included on FHN’s Consolidated Balance
Sheets. For liability positions, securities collateral pledged by FHN is generally represented within FHN’s trading or available-for-sale securities portfolios.
For this disclosure, FHN considers the impact of master netting and other similar agreements that allow FHN to settle all contracts with a single counterparty on a net basis and to offset the net asset or liability position with the related securities collateral. The application of the collateral cannot reduce the net asset or liability position below zero, and therefore any excess collateral is not reflected in the tables below.
Securities purchased under agreements to resell is included in Federal funds sold and securities purchased under agreements to resell in the Consolidated Balance Sheets. Securities sold under agreements to repurchase is included in Short-term borrowings.
The following table provides details of securities purchased under agreements to resell and collateral pledged by counterparties as of September 30, 2020 and December 31, 2019:
 
    Gross amounts not offset in the
Balance Sheets		 
(Dollars in thousands)Gross amounts
of recognized
assets		Gross amounts
offset in the
Balance Sheets		Net amounts of
assets presented
in the Balance Sheets		Offsetting
securities sold
under agreements
to repurchase		Securities collateral
(not recognized on
FHN’s Balance Sheets)		Net amount
Securities purchased under agreements to resell:
September 30, 2020$591,987 $— $591,987 $(70)$(590,123)$1,794 
December 31, 2019586,629 — 586,629 (21,004)(562,702)2,923 
The following table provides details of securities sold under agreements to repurchase and collateral pledged by FHN as of September 30, 2020 and December 31, 2019:
 
    Gross amounts not offset in the
Balance Sheets		 
(Dollars in thousands)Gross amounts
of recognized
liabilities		Gross amounts
offset in the
Balance Sheets		Net amounts of
liabilities presented
in the Balance Sheets		Offsetting
securities
purchased under
agreements to resell		Securities/
government
guaranteed loans
collateral		Net amount
Securities sold under agreements to repurchase:
September 30, 2020$1,158,994 $— $1,158,994 $(70)$(1,158,791)$133 
December 31, 2019716,925 — 716,925 (21,004)(695,879)42 
Due to the short duration of securities sold under agreements to repurchase and the nature of collateral involved, the risks associated with these transactions are considered minimal.



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Note 16 – Master Netting and Similar Agreements—Repurchase, Reverse Repurchase, and Securities Borrowing Transactions (Continued)
The following tables provide details, by collateral type, of the remaining contractual maturity of securities sold under agreements to repurchase as of September 30, 2020 and December 31, 2019:
 
 September 30, 2020
(Dollars in thousands)Overnight and
Continuous		Up to 30 DaysTotal
Securities sold under agreements to repurchase:
U.S. treasuries$363,674 $— $363,674 
Government agency issued MBS578,284 6,882 585,166 
Government agency issued CMO4,529 2,412 6,941 
Other U.S. government agencies82,576 — 82,576 
Government guaranteed loans (SBA and USDA)120,637 — 120,637 
Total securities sold under agreements to repurchase$1,149,700 $9,294 $1,158,994 
 December 31, 2019
(Dollars in thousands)Overnight and
Continuous		Up to 30 DaysTotal
Securities sold under agreements to repurchase:
U.S. treasuries$41,364 $— $41,364 
Government agency issued MBS341,173 4,545 345,718 
Other U.S. government agencies54,924 — 54,924 
Government guaranteed loans (SBA and USDA)274,919 — 274,919 
Total securities sold under agreements to repurchase$712,380 $4,545 $716,925 

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Note 17 – 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—Valuation is based upon quoted prices for identical instruments traded in active markets.

•Level 2—Valuation is based upon quoted prices for similar instruments in active markets, quoted
prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.

•Level 3—Valuation is generated from model-based techniques that use significant assumptions not observable in the market. These unobservable assumptions reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include use of option pricing models, discounted cash flow models, and similar techniques.

























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Note 17 – 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 September 30, 2020: 
 September 30, 2020
(Dollars in thousands)Level 1Level 2Level 3Total
Trading securities—fixed income:
U.S. treasuries$— $98,743 $— $98,743 
Government agency issued MBS— 352,564 — 352,564 
Government agency issued CMO— 501,091 — 501,091 
Other U.S. government agencies— 261,569 — 261,569 
States and municipalities— 13,087 — 13,087 
Corporate and other debt— 158,544 — 158,544 
Total trading securities—fixed income— 1,385,598 — 1,385,598 
Trading securities—mortgage banking— — 471 471 
Loans held for sale (elected fair value)— 359,396 12,435 371,831 
Loans held for investment (elected fair value)— — 12,372 12,372 
Securities available for sale:
U.S. treasuries— 300,034 — 300,034 
Government agency issued MBS— 3,827,066 — 3,827,066 
Government agency issued CMO— 2,705,447 — 2,705,447 
Other U.S. government agencies— 658,266 — 658,266 
States and municipalities— 432,090 — 432,090 
Corporate and other debt— 40,010 — 40,010 
Interest-Only Strip (elected fair value)— — 32,959 32,959 
Total securities available for sale— 7,962,913 32,959 7,995,872 
Other assets:
Deferred compensation mutual funds109,907 — — 109,907 
Equity, mutual funds, and other24,712 — — 24,712 
Derivatives, forwards and futures48,200 — — 48,200 
Derivatives, interest rate contracts— 787,139 — 787,139 
Derivatives, other— 1,436 342 1,778 
Total other assets182,819 788,575 342 971,736 
Total assets$182,819 $10,496,482 $58,579 $10,737,880 
Trading liabilities—fixed income:
U.S. treasuries$— $431,565 $— $431,565 
States and municipalities— 203 — 203 
Corporate and other debt— 45,298 — 45,298 
Equity, mutual funds, and other— 7 — 7 
Total trading liabilities—fixed income— 477,073 — 477,073 
Other liabilities:
Derivatives, forwards and futures45,051 — — 45,051 
Derivatives, interest rate contracts— 45,795 — 45,795 
Derivatives, other— 1,462 17,140 18,602 
Total other liabilities45,051 47,257 17,140 109,448 
Total liabilities$45,051 $524,330 $17,140 $586,521 


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Note 17 – 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 December 31, 2019: 
 December 31, 2019
(Dollars in thousands)Level 1Level 2Level 3Total
Trading securities—fixed income:
U.S. treasuries$— $134,844 $— $134,844 
Government agency issued MBS— 268,024 — 268,024 
Government agency issued CMO— 250,652 — 250,652 
Other U.S. government agencies— 124,972 — 124,972 
States and municipalities— 120,744 — 120,744 
Corporate and other debt— 445,253 — 445,253 
Equity, mutual funds, and other— 777 — 777 
Total trading securities—fixed income— 1,345,266 — 1,345,266 
Trading securities—mortgage banking— — 941 941 
Loans held for sale (elected fair value)— — 14,033 14,033 
Securities available for sale:
U.S. treasuries— 100 — 100 
Government agency issued MBS— 2,348,517 — 2,348,517 
Government agency issued CMO— 1,670,492 — 1,670,492 
Other U.S. government agencies— 306,092 — 306,092 
States and municipalities— 60,526 — 60,526 
Corporate and other debt— 40,540 — 40,540 
Interest-Only Strip (elected fair value)— — 19,136 19,136 
Total securities available for sale— 4,426,267 19,136 4,445,403 
Other assets:
Deferred compensation mutual funds46,815 — — 46,815 
Equity, mutual funds, and other22,643 — — 22,643 
Derivatives, forwards and futures20,640 — — 20,640 
Derivatives, interest rate contracts— 162,413 — 162,413 
Derivatives, other— 62 — 62 
Total other assets90,098 162,475 — 252,573 
Total assets$90,098 $5,934,008 $34,110 $6,058,216 
Trading liabilities—fixed income:
U.S. treasuries$— $406,380 $— $406,380 
Other U.S. government agencies— 88 — 88 
Government agency issued MBS— 33 — 33 
Corporate and other debt— 99,080 — 99,080 
Total trading liabilities—fixed income— 505,581 — 505,581 
Other liabilities:
Derivatives, forwards and futures19,807 — — 19,807 
Derivatives, interest rate contracts— 24,412 — 24,412 
Derivatives, other— 466 22,795 23,261 
Total other liabilities19,807 24,878 22,795 67,480 
Total liabilities$19,807 $530,459 $22,795 $573,061 



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Note 17 – 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 September 30, 2020 and 2019, on a recurring basis are summarized as follows: 
 Three Months Ended September 30, 2020 
(Dollars in thousands)Trading
securities		Interest- only strips- AFSLoans held
for sale		Loans held for investmentNet  derivative
liabilities
Balance on July 1, 2020$628 $25,446 $13,263 $— $(18,645)
Acquired— — — 13,746 — 
Total net gains (losses) included in:
Net income(157)(1,282)(80)(418)(599)
Purchases— — — — — 
Sales— (56)— (2,927)— 
Settlements— — (748)(2,312)2,446 
Net transfers into (out of) Level 3— 8,851 (b)— 4,283 — 
Balance on September 30, 2020$471 $32,959 $12,435 $12,372 $(16,798)
Net unrealized gains (losses) included in net income$— (a)$1,192 (c)$(80)(a)$367 $(76)(d)
 
 Three Months Ended September 30, 2019 
(Dollars in thousands)Trading
securities		Interest-only-strips-AFSLoans held for saleNet  derivative
liabilities
Balance on July 1, 2019$1,255 $17,792  $15,092 $(26,545)
Total net gains (losses) included in:
Net income(157)(1,421) 443 (4,008)
Purchases— — — — 
Sales— (11,401)— — 
Settlements— — (1,126)2,468 
Net transfers into (out of) Level 3— 10,279 (b) — — 
Balance on September 30, 2019$1,098 $15,249  $14,409 $(28,085)
Net unrealized gains (losses) included in net income$— (a)$(1,977)(c)$443 (a)$(4,008)(d)
(a)Primarily included in mortgage banking and title income on the Consolidated Statements of Income.
(b)Transfers into interest-only strips - AFS level 3 measured on a recurring basis reflect movements from loans held for sale (Level 2 nonrecurring).
(c)Primarily included in fixed income on the Consolidated Statements of Income.
(d)Included in Other expense.










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Note 17 – Fair Value of Assets & Liabilities (Continued)
The changes in Level 3 assets and liabilities measured at fair value for the nine months ended September 30, 2020 and 2019, on a recurring basis are summarized as follows: 
 Nine Months Ended September 30, 2020 
(Dollars in thousands)Trading
securities		Interest- only strips- AFSLoans held
for sale		Loans held for investmentNet  derivative
liabilities
Balance on January 1, 2020$941  $19,136 $14,033  $— $(22,795)
Acquired— — — 13,746 — 
Total net gains (losses) included in:
Net income(470) (3,810)671  (418)(1,311)
Purchases—  5,481 —  — — 
Sales— (8,759)— (2,927)— 
Settlements— — (2,269)(2,312)7,308 
Net transfers into (out of) Level 3—  20,911 (b)— 4,283 — 
Balance on September 30, 2020$471  $32,959 $12,435  $12,372 $(16,798)
Net unrealized gains (losses) included in net income$— (a)$2,994 (c)$671 (a)$367 $(788)(d)
 
 Nine Months Ended September 30, 2019 
(Dollars in thousands)Trading
securities		Interest-only-strips-AFSLoans held for saleNet  derivative
liabilities
Balance on January 1, 2019$1,524  $9,902  $16,273 $(31,540)
Total net gains (losses) included in:
Net income(128) (2,820) 1,259 (3,892)
Purchases— 86 10 — 
Sales— (38,612)— — 
Settlements(298)— (3,133)7,347 
Net transfers into (out of) Level 3—  46,693 (b)— — 
Balance on September 30, 2019$1,098  $15,249 $14,409 $(28,085)
Net unrealized gains (losses) included in net income$(66)(a)$(1,250)(c)$1,259 (a)$(3,892)(d)
(a)Primarily included in mortgage banking and title income on the Consolidated Statements of Income.
(b)Transfers into interest-only strips - AFS level 3 measured on a recurring basis reflect movements from loans held for sale (Level 2 nonrecurring).
(c)Primarily included in fixed income on the Consolidated Statements of Income.
(d)Included in Other expense.
There were no net unrealized gains (losses) for Level 3 assets and liabilities included in other comprehensive income as of September 30, 2020 and 2019.








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Note 17 – 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 lower of cost or market (“LOCOM”) accounting or write-downs of individual assets. For assets measured at fair value on a nonrecurring basis which were still held on the Consolidated Balance Sheets at September 30, 2020, and December 31, 2019, respectively, the following tables provide the level of valuation assumptions used to determine each adjustment and the related carrying value.
 Carrying value at September 30, 2020
(Dollars in thousands)Level 1Level 2Level 3Total
Loans held for sale—SBAs and USDA$— $594,485 $743 $595,228 
Loans held for sale—first mortgages— — 529 529 
Loans and leases (a)— — 114,583 114,583 
OREO (b)— — 17,767 17,767 
Other assets (c)— — 9,490 9,490 
 
 Carrying value at December 31, 2019
(Dollars in thousands) 
Level 1Level 2Level 3Total
Loans held for sale—SBAs and USDA$— $492,595 $929 $493,524 
Loans held for sale—first mortgages— — 516 516 
Loans and leases (a)— — 42,208 42,208 
OREO (b)— — 15,660 15,660 
Other assets (c)— — 10,608 10,608 
(a)Represents carrying value of loans for which adjustments are required to be based on the appraised value of the collateral less estimated costs to sell. Write-downs on these loans are recognized as part of provision for credit losses.
(b)Represents the fair value and related losses of foreclosed properties that were measured subsequent to their initial classification as OREO. Balance excludes OREO related to government insured mortgages.
(c)Represents tax credit investments accounted for under the equity method.
For assets measured on a nonrecurring basis which were still held on the Consolidated Balance Sheets at period end, the following table provides information about the fair value adjustments recorded during the three and nine months ended September 30, 2020 and 2019: 
Net gains (losses) Three Months Ended September 30, Net gains (losses) Nine months ended September 30,
(Dollars in thousands)2020201920202019
Loans held for sale—SBAs and USDA$(1,560)$(977)$(2,304)$(1,208)
Loans held for sale—first mortgages31 2 32 27 
Loans and leases (a)(17,444)(15,559)(31,040)(16,036)
OREO (b)(34)(282)(203)(256)
Other assets (c)(346)(407)(1,118)(1,349)
$(19,353)$(17,223)$(34,633)$(18,822)
(a)Write-downs on these loans are recognized as part of provision for credit losses.
(b)Represents losses of foreclosed properties that were measured subsequent to their initial classification as OREO. Balance excludes OREO related to government insured mortgages.
(c)Represents tax credit investments accounted for under the equity method.









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In 2020, FHN recognized $4.8 million of fixed asset impairments and $4.2 million of impairments for lease assets primarily related to continuing acquisition integration efforts associated with reduction of leased office space and branch optimization. These amounts were primarily recognized in the Corporate segment.

In 2019, FHN recognized $4.6 million of impairments and $0.7 million of impairment reversals, respectively, related to dispositions of acquired properties and $1.5 million of impairments for lease assets related to continuing acquisition integration efforts associated with reduction of leased office space and branch optimization. Related to its restructuring, repositioning, and efficiency efforts, FHN recognized $14.0 million of impairments and $1.4 million of impairment reversals, respectively, for tangible long-lived assets and lease assets. Related to FHN's rebranding initiative, FHN recognized $7.1 million of impairments within the Corporate segment for long-lived tangible assets, primarily signage, related to FHN's rebranding initiative. These amounts were recognized in the Corporate segment.













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






















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Note 17 – 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 September 30, 2020 and December 31, 2019: 
(Dollars in thousands)
Values Utilized
Level 3 ClassFair Value at September 30, 2020Valuation TechniquesUnobservable InputRangeWeighted Average (d)
Available for sale securities SBA-interest only strips$32,959 Discounted cash flowConstant prepayment rate12%12%
Bond equivalent yield
14% - 16%
15%
Loans held for sale - residential real estate12,964 Discounted cash flowPrepayment speeds - First mortgage
5% - 15%
5.4%
Foreclosure losses
50% - 65%
63%
Loss severity trends - First mortgage
3% - 19% of UPB
13.3%
Loans held for sale - unguaranteed interest in SBA loans743 Discounted cash flowConstant prepayment rate
8% - 12%
10%
Bond equivalent yield7%7%
Loans held for investment12,372 Discounted cash flowConstant prepayment rate
0% - 24%
11%
Constant default rate
0% - 15%
1%
Loss severity trends
0% - 100%
1%
Derivative liabilities, other16,798 Discounted cash flowVisa covered litigation resolution amount
$5.4 billion - $6.0 billion
$5.8 billion
Probability of resolution scenarios
10% - 50%
16%
   Time until resolution
6 - 30
21 months
Loans and leases (a)114,583 Appraisals from comparable propertiesMarketability adjustments for specific properties
0% - 10% of appraisal
NM
Other collateral valuationsBorrowing base certificates adjustment
20% - 50% of gross value
NM
   Financial Statements/Auction values adjustment
0% - 25% of reported value
NM
OREO (b)17,767 Appraisals from comparable propertiesAdjustment for value changes since appraisal
0% - 10% of appraisal
NM
Other assets (c)9,490 Discounted cash flowAdjustments to current sales yields for specific properties
0% - 15% adjustment to yield
NM
  Appraisals from comparable propertiesMarketability adjustments for specific properties
0% - 25% of appraisal
NM
 
NM - Not meaningful.
(a)Represents carrying value of loans for which adjustments are required to be based on the appraised value of the collateral less estimated costs to sell. Write-downs on these loans are recognized as part of provision for credit losses.
(b)Represents the fair value of foreclosed properties that were measured subsequent to their initial classification as OREO. Balance excludes OREO related to government insured mortgages.
(c)Represents tax credit investments accounted for under the equity method.
(d)Weighted averages are determined by the relative fair value of the instruments or the relative contribution to an instrument's fair value.

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(Dollars in thousands)
Values Utilized
Level 3 ClassFair Value at December 31, 2019Valuation TechniquesUnobservable InputRangeWeighted Average (d)
Available for sale securities SBA-interest only strips$19,136 Discounted cash flowConstant prepayment rate12%12%
Bond equivalent yield
16% - 17%
16%
Loans held for sale - residential real estate14,549 Discounted cash flowPrepayment speeds - First mortgage
3% - 14%
4.1%
Prepayment speeds - HELOC
0% - 12%
7.6%
Foreclosure losses
50% - 66%
64%
Loss severity trends - First mortgage
3% - 24% of UPB
14.3%
Loss severity trends - HELOC
0% - 72% of UPB
50%
Loans held for sale - unguaranteed interest in SBA loans929 Discounted cash flowConstant prepayment rate
8% - 12%
10%
Bond equivalent yield9%9%
Derivative liabilities, other22,795 Discounted cash flowVisa covered litigation resolution amount
$5.4 billion - $6.0 billion
$5.8 billion
Probability of resolution scenarios
10% - 50%
16%
Time until resolution
15 - 39 months
29 months
Loans and leases (a)42,208 Appraisals from comparable propertiesMarketability adjustments for specific properties
0% - 10% of appraisal
NM
Other collateral valuationsBorrowing base certificates adjustment
20% - 50% of gross value
NM
Financial Statements/Auction values adjustment
0% - 25% of reported value
NM
OREO (b)15,660 Appraisals from comparable propertiesAdjustment for value changes since appraisal
0% - 10% of appraisal
NM
Other assets (c)10,608 Discounted cash flowAdjustments to current sales yields for specific properties
0% - 15% adjustment to yield
NM
Appraisals from comparable propertiesMarketability adjustments for specific properties
0% - 25% of appraisal
NM
NM - Not meaningful.
(a)Represents carrying value of loans for which adjustments are required to be based on the appraised value of the collateral less estimated costs to sell. Write-downs on these loans are recognized as part of provision for credit losses.
(b)Represents the fair value of foreclosed properties that were measured subsequent to their initial classification as OREO. Balance excludes OREO related to government insured mortgages.
(c)Represents tax credit investments accounted for under the equity method.
(d)Weighted averages are determined by the relative fair value of the instruments or the relative contribution to an instrument's fair value.

Securities AFS. Increases (decreases) in estimated prepayment rates and bond equivalent yields negatively (positively) affect the value of SBA interest only strips. Management additionally considers whether the loans underlying related SBA-interest only strips are delinquent, in default or prepaying, and adjusts the fair value down 20 - 100% depending on the length of time in default.

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

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(decreases) in any of these inputs in isolation would result in significantly lower (higher) fair value measurements. All observable and unobservable inputs are re-assessed quarterly.

Increases (decreases) in estimated prepayment rates and bond equivalent yields negatively (positively) affect the value of unguaranteed interests in SBA loans. Unguaranteed interest in SBA loans held for sale are carried at less than the outstanding balance due to credit risk estimates. Credit risk adjustments may be reduced if prepayment is likely or as consistent payment history is realized. Management also considers other factors such as delinquency or default and adjusts the fair value accordingly.

Loans held for investment. Constant prepayment rate, constant default rate and loss severity trends are significant unobservable inputs used in the fair value measurement of loans held for investment. Increases (decreases) in each of these inputs in isolation result in negative (positive) effects on the valuation of the associated loans.

Derivative liabilities. In conjunction with the sales of its Visa Class B shares, FHN and the purchasers entered into derivative transactions whereby FHN will make, or receive, cash payments whenever the conversion ratio of the Visa Class B shares into Visa Class A shares is adjusted. FHN uses a discounted cash flow methodology in order to estimate the fair value of FHN’s derivative liabilities associated with its prior sales of Visa Class B shares. The methodology includes estimation of both the resolution amount for Visa’s Covered Litigation matters as well as the length of time until the resolution occurs. Significant increases (decreases) in either of these inputs in isolation would result in significantly higher (lower) fair value measurements for the derivative liabilities. Additionally, FHN performs a probability weighted multiple resolution scenario to calculate the estimated fair value of these derivative liabilities. Assignment of higher (lower) probabilities to the larger potential resolution scenarios would result in an increase (decrease) in the estimated fair value of the derivative liabilities. Since this estimation process requires application of judgment in developing significant unobservable inputs used to determine the possible outcomes and the probability weighting assigned to each scenario, these derivatives have been classified within Level 3 in fair value measurements disclosures.
Loans and leases and Other Real Estate Owned. Collateral-dependent loans and OREO are primarily valued using appraisals based on sales of comparable properties in the same or similar markets. Other collateral (receivables, inventory, equipment, etc.) is valued through borrowing base certificates, financial statements and/or auction valuations. These valuations are discounted based on the
quality of reporting, knowledge of the marketability/collectability of the collateral and historical disposition rates.
Other assets – tax credit investments. The estimated fair value of tax credit investments accounted for under the equity method is generally determined in relation to the yield (i.e., future tax credits to be received) an acquirer of these investments would expect in relation to the yields experienced on current new issue and/or secondary market transactions. Thus, as tax credits are recognized, the future yield to a market participant is reduced, resulting in consistent impairment of the individual investments. Individual investments are reviewed for impairment quarterly, which may include the consideration of additional marketability discounts related to specific investments which typically includes consideration of the underlying property’s appraised value.
Fair Value Option
FHN has elected the fair value option on a prospective basis for substantially all types of mortgage loans originated for sale purposes under the Financial Instruments Topic (“ASC 825”) except for mortgage origination operations which utilize the platform acquired from CBF. FHN determined that the election reduces certain timing differences and better matches changes in the value of such loans with changes in the value of derivatives and forward delivery commitments used as economic hedges for these assets at the time of election.
Repurchased loans relating to mortgage banking operations conducted prior to the IBKC merger are recognized within loans held for sale at fair value at the time of repurchase, which includes consideration of the credit status of the loans and the estimated liquidation value. FHN has elected to continue recognition of these loans at fair value in periods subsequent to reacquisition. Due to the credit-distressed nature of the vast majority of 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.
FHN also has a portion of mortgage loans held for investment for which the fair value option was elected upon origination and which continue to be accounted for at fair value.

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Note 17 – 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 and held for investment measured at fair value in accordance with management’s election and the aggregate unpaid principal amount FHN is contractually entitled to receive at maturity.
 September 30, 2020
(Dollars in thousands)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$371,831 $361,865 $9,966 
Nonaccrual loans2,972 6,073 (3,101)
Loans 90 days or more past due and still accruing287 419 (132)
Loans held for investment reported at fair value:
Total loans$12,372 $13,062 $(690)
Nonaccrual loans643 890 (247)
 December 31, 2019
(Dollars in thousands)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$14,033 $19,278 $(5,245)
Nonaccrual loans3,532 6,646 (3,114)
Loans 90 days or more past due and still accruing163 268 (105)

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
September 30,		Nine Months Ended
September 30,
(Dollars in thousands)2020201920202019
Changes in fair value included in net income:
Mortgage banking noninterest income
Loans held for sale$1,867 $443 $2,618 $1,259 
Loans held for investment(418)— (418)— 

For the three and nine months ended September 30, 2020 and 2019, the amount for residential real estate loans held for sale included insignificant amounts of gain in pretax earnings that is attributable to changes in instrument-specific credit risk. The portion of the fair value adjustments related to credit risk was determined based on estimated default rates and estimated loss severities. Interest income on residential real estate loans held for sale measured at fair value is calculated based on the note rate of the loan and is recorded in the interest income section of the Consolidated Statements of Income as interest on loans held for sale.
FHN has elected to account for retained interest-only strips from guaranteed SBA loans recorded in available-for-sale securities at fair value through earnings. Since these securities are subject to the risk that prepayments may
result in FHN not recovering all or a portion of its recorded investment, the fair value election results in a more timely recognition of the effects of estimated prepayments through earnings rather than being recognized through other comprehensive income with periodic review for other-than-temporary impairment. Gains or losses are recognized through fixed income revenues and are presented in the recurring measurements table.
Determination of Fair Value
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

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fair value in the Consolidated Balance Sheets 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 mortgage securitizations that qualify as financial assets, which include primarily principal-only strips. FHN uses inputs including yield curves, credit spreads, and prepayment speeds to determine the fair value of principal-only strips.
Securities available for sale. Securities available for sale includes the investment portfolio accounted for as available for sale under ASC 320-10-25. 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.
Interest only strips are valued at elected fair value based on an income approach using an internal valuation model. The internal valuation model includes assumptions regarding projections of future cash flows, prepayment rates, default rates and interest only strip terms. These securities bear the risk of loan prepayment or default that may result in FHN not recovering all or a portion of its recorded investment. When appropriate, valuations are adjusted for various factors including default or prepayment status of the underlying SBA loans. Because of the inherent uncertainty of valuation, those estimated values may be higher or lower than the values that would have been used had a ready market for the securities existed, and may change in the near term.
Loans held for sale. FHN determines the fair value of loans held for sale using either current transaction prices or discounted cash flow models. Fair values are determined using current transaction prices and/or values on similar assets when available which includes committed bids for specific loans or loan portfolios. Uncommitted bids may be adjusted based on other available market information.
Fair value of residential real estate loans held for sale determined using a discounted cash flow model incorporates both observable and unobservable inputs. Inputs in the discounted cash flow model include current mortgage rates for similar products, estimated prepayment rates, foreclosure losses, and various loan performance measures (delinquency, LTV, credit score). Adjustments for delinquency and other differences in loan characteristics are typically reflected in the model’s discount rates. Loss severity trends and the value of underlying collateral are also considered in assessing the appropriate fair value for severely delinquent loans and loans in foreclosure. The valuation of HELOCs also incorporates estimated cancellation rates for loans expected to become delinquent.
Non-mortgage consumer loans held for sale are valued using committed bids for specific loans or loan portfolios or current market pricing for similar assets with adjustments for differences in credit standing (delinquency, historical default rates for similar loans), yield, collateral values and prepayment rates. If pricing for similar assets is not available, a discounted cash flow methodology is utilized, which incorporates all of these factors into an estimate of investor required yield for the discount rate.
FHN utilizes quoted market prices of similar instruments or broker and dealer quotations to value the SBA and USDA guaranteed loans. FHN values SBA-unguaranteed interests in loans held for sale based on individual loan characteristics, such as industry type and pay history which generally follows an income approach. Furthermore, these valuations are adjusted for changes in prepayment estimates and are reduced due to restrictions on trading. The fair value of other non-residential real estate loans held for sale is approximated by their carrying values based on current transaction values.
Mortgage loans held for investment at fair value option. The fair value of mortgage loans held for investment at fair value option is determined by a third party using a discounted cash flow model using various assumptions about future loan performance and market discount rates.
Loans held for investment. The fair values of mortgage loans are estimated using an exit price methodology that is based on present values using the interest rate that would be charged for a similar loan to a borrower with similar risk, weighted for varying maturity dates and adjusted for a liquidity discount based on the estimated time period to complete a sale transaction with a market participant.

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Other loans and leases are valued based on present values using the interest rate that would be charged for a similar instrument to a borrower with similar risk, applicable to each category of instruments, and adjusted for a liquidity discount based on the estimated time period to complete a sale transaction with a market participant.
For loans measured using the estimated fair value of collateral less costs to sell, fair value is estimated using appraisals of the collateral. Collateral values are monitored and additional write-downs are recognized if it is determined that the estimated collateral values have declined further. Estimated costs to sell are based on current amounts of disposal costs for similar assets. Carrying value is considered to reflect fair value for these loans.
Derivative assets and liabilities. The fair value for forwards and futures contracts is based on current transactions involving identical securities. Futures contracts are exchange-traded and thus have no credit risk factor assigned as the risk of non-performance is limited to the clearinghouse used.
Valuations of other derivatives (primarily interest rate related 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 ratings. Foreign currency related derivatives also utilize observable exchange rates in the determination of fair value. The determination of fair value for FHN’s derivative liabilities associated with its prior sales of Visa Class B shares are classified within Level 3 in the fair value measurements disclosure as previously discussed in the unobservable inputs discussion.
The fair value of risk participations is determined in reference to the fair value of the related derivative contract between the borrower and the lead bank in the participation structure, which is determined consistent with the valuation process discussed above. This value is adjusted for the pro rata portion of the reference derivative’s notional value and an assessment of credit risk for the referenced borrower.
OREO. OREO primarily consists of properties that have been acquired in satisfaction of debt. These properties are carried at the lower of the outstanding loan amount or
estimated fair value less estimated costs to sell the real estate. Estimated fair value is determined using appraised values with subsequent adjustments for deterioration in values that are not reflected in the most recent appraisal.
Other assets. For disclosure purposes, other assets consist of tax credit investments, FRB and FHLB Stock, deferred compensation mutual funds and equity investments (including other mutual funds) with readily determinable fair values. Tax credit investments accounted for under the equity method are written down to estimated fair value quarterly based on the estimated value of the associated tax credits which incorporates estimates of required yield for hypothetical investors. The fair value of all other tax credit investments is estimated using recent transaction information with adjustments for differences in individual investments. Deferred compensation mutual funds are recognized at fair value, which is based on quoted prices in active markets.
Investments in the stock of the Federal Reserve Bank and Federal Home Loan Banks are recognized at historical cost in the Consolidated Balance Sheets which is considered to approximate fair value. Investments in mutual funds are measured at the funds’ reported closing net asset values. Investments in equity securities are valued using quoted market prices when available.
Defined maturity deposits. The fair value of these deposits is estimated by discounting future cash flows to their present value. Future cash flows are discounted by using the current market rates of similar instruments applicable to the remaining maturity. For disclosure purposes, defined maturity deposits include all time deposits.
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.
Loan commitments. Fair values of these commitments are based on fees charged to enter into similar agreements taking into account the remaining terms of the agreements and the counterparties’ credit standing.
Other commitments. Fair values of these commitments are based on fees charged to enter into similar agreements.
The following fair value estimates are determined as of a specific point in time utilizing various assumptions and estimates. The use of assumptions and various valuation techniques, as well as the absence of secondary markets for certain financial instruments, reduces the comparability of fair value disclosures between financial institutions. Due to market illiquidity, the fair values for loans and leases, loans held for sale, and term borrowings as of September 30,

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Note 17 – Fair Value of Assets & Liabilities (Continued)
2020 and December 31, 2019, 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 TRUPS loans, are influenced by changes in economic conditions since origination and risk perceptions of the financial sector. These considerations affect the estimate of a potential acquirer’s cost of capital and cash flow volatility assumptions from these assets and the resulting fair value measurements may depart significantly from FHN’s internal estimates of the intrinsic value of these assets.
Assets and liabilities that are not financial instruments have not been included in the following table such as the value of long-term relationships with deposit and trust 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 FHN.
















































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Note 17 – Fair Value of Assets & Liabilities (Continued)
The following table summarizes the book value and estimated fair value of financial instruments recorded in the Consolidated Balance Sheets as of September 30, 2020:
September 30, 2020
 Book
Value		Fair Value
(Dollars in thousands) 
Level 1Level 2Level 3Total
Assets:
Loans and leases, net of allowance for loan and lease losses
Commercial:
Commercial, financial and industrial$33,166,623 $— $— $33,295,053 $33,295,053 
Commercial real estate12,302,929 — — 12,304,261 12,304,261 
Consumer:
Consumer real estate (a)12,062,439 — — 12,327,350 12,327,350 
Credit card & other1,186,438 — — 1,210,286 1,210,286 
Total loans and leases, net of allowance for loan and lease losses58,718,429 — — 59,136,950 59,136,950 
Short-term financial assets:
Interest-bearing cash5,443,292 5,443,292 — — 5,443,292 
Federal funds sold1,480 — 1,480 — 1,480 
Securities purchased under agreements to resell591,987 — 591,987 — 591,987 
Total short-term financial assets6,036,759 5,443,292 593,467 — 6,036,759 
Trading securities (b)1,386,069 — 1,385,598 471 1,386,069 
Loans held for sale
Mortgage loans (elected fair value) (b)371,831 — 359,396 12,435 371,831 
USDA & SBA loans- LOCOM595,228 — 599,501 776 600,277 
Other consumer loans- LOCOM4,569 — 4,569 — 4,569 
Mortgage loans- LOCOM78,876 — — 78,876 78,876 
Total loans held for sale1,050,504 — 963,466 92,087 1,055,553 
Securities available for sale (b)7,995,872 — 7,962,913 32,959 7,995,872 
Derivative assets (b)837,117 48,200 788,575 342 837,117 
Other assets:
Tax credit investments407,480 — — 386,901 386,901 
Deferred compensation mutual funds109,907 109,907 — — 109,907 
Equity, mutual funds, and other (c)315,828 24,712 — 291,116 315,828 
Total other assets833,215 134,619 — 678,017 812,636 
Total assets$76,867,965 $5,626,111 $11,694,019 $59,950,803 $77,270,933 
Liabilities:
Defined maturity deposits$5,525,913 $— $5,602,997 $— $5,602,997 
Trading liabilities (b)477,073 — 477,073 — 477,073 
Short-term financial liabilities:
Federal funds purchased840,847 — 840,847 — 840,847 
Securities sold under agreements to repurchase1,158,994 — 1,158,994 — 1,158,994 
Other short-term borrowings141,878 — 141,878 — 141,878 
Total short-term financial liabilities2,141,719 — 2,141,719 — 2,141,719 
Term borrowings:
Real estate investment trust-preferred46,287 — — 47,000 47,000 
Term borrowings—new market tax credit investment37,881 — — 37,993 37,993 
Secured borrowings15,314 — — 15,314 15,314 
Junior subordinated debentures237,475 — — 229,699 229,699 
Other long term borrowings1,824,913 — 1,929,827 — 1,929,827 
Total term borrowings2,161,870 — 1,929,827 330,006 2,259,833 
Derivative liabilities (b)109,448 45,051 47,257 17,140 109,448 
Total liabilities$10,416,023 $45,051 $10,198,873 $347,146 $10,591,070 
(a)In first quarter 2020, the Permanent Mortgage portfolio was combined into Consumer Real Estate portfolio, all prior periods were revised for comparability.
(b)Classes are detailed in the recurring and nonrecurring measurement tables.
(c)Level 1 primarily consists of mutual funds with readily determinable fair values. Level 3 includes restricted investments in FHLB-Cincinnati stock of $85.6 million and FRB stock of $205.6 million.

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Table of Contents

Note 17 – Fair Value of Assets & Liabilities (Continued)
The following table summarizes the book value and estimated fair value of financial instruments recorded in the Consolidated Balance Sheets as of December 31, 2019: 
 December 31, 2019
 Book
Value		Fair Value
(Dollars in thousands)Level 1Level 2Level 3Total
Assets:
Loans and leases and allowance for loan and lease losses
Commercial:
Commercial, financial and industrial$19,928,605 $— $— $20,096,397 $20,096,397 
Commercial real estate4,300,905 — — 4,300,489 4,300,489 
Consumer:
Consumer real estate6,148,696 — — 6,334,187 6,334,187 
Credit card & other482,598 — — 487,079 487,079 
Total loans and leases and allowance for loan and lease losses30,860,804 — — 31,218,152 31,218,152 
Short-term financial assets:
Interest-bearing cash482,405 482,405 — — 482,405 
Federal funds sold46,536 — 46,536 — 46,536 
Securities purchased under agreements to resell586,629 — 586,629 — 586,629 
Total short-term financial assets1,115,570 482,405 633,165 — 1,115,570 
Trading securities (a)1,346,207 — 1,345,266 941 1,346,207 
Loans held for sale
Mortgage loans (elected fair value) (a)14,033 — — 14,033 14,033 
USDA & SBA loans- LOCOM493,525 — 495,323 947 496,270 
Other consumer loans- LOCOM5,197 — 5,197 — 5,197 
Mortgage loans- LOCOM81,035 — — 81,035 81,035 
Total loans held for sale593,790 — 500,520 96,015 596,535 
Securities available for sale (a) 4,445,403 — 4,426,267 19,136 4,445,403 
Securities held-to-maturity10,000 — — 10,001 10,001 
Derivative assets (a)183,115 20,640 162,475 — 183,115 
Other assets:
Tax credit investments247,075 — — 244,755 244,755 
Deferred compensation assets46,815 46,815 — — 46,815 
Equity, mutual funds, and other (b)229,352 22,643 — 206,709 229,352 
Total other assets523,242 69,458 — 451,464 520,922 
Total assets$39,078,131 $572,503 $7,067,693 $31,795,709 $39,435,905 
Liabilities:
Deposits:
Defined maturity$3,618,337 $— $3,631,090 $— $3,631,090 
Trading liabilities (a)505,581 — 505,581 — 505,581 
Short-term financial liabilities:
Federal funds purchased548,344 — 548,344 — 548,344 
Securities sold under agreements to repurchase716,925 — 716,925 — 716,925 
Other short-term borrowings2,253,045 — 2,253,045 — 2,253,045 
Total short-term financial liabilities3,518,314 — 3,518,314 — 3,518,314 
Term borrowings:
Real estate investment trust-preferred46,236 — — 47,000 47,000 
Secured Borrowings21,975 — — 21,975 21,975 
Junior subordinated debentures144,593 — — 142,375 142,375 
Other long term borrowings578,564 — 574,287 — 574,287 
Total term borrowings791,368 — 574,287 211,350 785,637 
Derivative liabilities (a)67,480 19,807 24,878 22,795 67,480 
Total liabilities$8,501,080 $19,807 $8,254,150 $234,145 $8,508,102 
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 1 primarily consists of mutual funds with readily determinable fair values. Level 3 includes restricted investments in FHLB-Cincinnati stock of $76.0 million and FRB stock of $130.7 million.


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Table of Contents

Note 17 – Fair Value of Assets & Liabilities (Continued)
The following table presents the contractual amount and fair value of unfunded loan commitments and standby and other commitments as of September 30, 2020 and December 31, 2019:
 Contractual AmountFair Value
(Dollars in thousands)September 30, 2020December 31, 2019September 30, 2020December 31, 2019
Unfunded Commitments:
Loan commitments$20,627,190 $12,355,220 $1,823 $3,656 
Standby and other commitments742,278 459,268 6,119 5,513 

FIRST HORIZON NATIONAL CORP. 3Q20 FORM 10-Q REPORT 86


Note 18 – Restructuring, Repositioning, and Efficiency

Beginning in 2019, FHN initiated a company-wide review of business practices with the goal of optimizing its expense base to improve profitability and create capacity to reinvest savings into technology and revenue production activities. Restructuring, repositioning, and efficiency charges related to these corporate-driven actions were not significant in the nine months ended September 30, 2020 and were $38.7 million in the nine months ended September 30, 2019 and are included in the Corporate segment. Significant expenses resulted from the following actions:
•Severance and other employee costs primarily related to efficiency initiatives within corporate
and bank services functions which are classified as personnel expense within noninterest expense.
•Expense largely related to the identification of efficiency opportunities within the organization which is reflected in legal and professional fees.
•Expense related to costs associated with asset impairments which is reflected in other expense.
Settlement of the obligations arising from current initiatives will be funded from operating cash flows.


Total expense recognized for the three and nine months ended September 30, 2020 and 2019 is presented in the table below:

Three Months Ended
September 30,		Nine Months Ended
September 30,
Dollars in thousands2020201920202019
Personnel expense$— $1,182 $89 $10,244 
Legal and professional fees2 6,488 16 15,025 
Net occupancy expense— (128)2 761 
Other(83)300 (185)12,632 
Total restructuring, repositioning, and efficiency charges$(81)$7,842 $(78)$38,662 

FIRST HORIZON NATIONAL CORP. 3Q20 FORM 10-Q REPORT 87


---------------------------
ITEM 2. MANAGEMENT’S DISCUSSION AND
ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION
---------------------------

TABLE OF ITEM 2 TOPICS


FIRST HORIZON NATIONAL CORP. 3Q20 FORM 10-Q REPORT 88


General Information
INTRODUCTION

First Horizon National Corporation (“FHN”) began as a community bank chartered in 1864. FHN's sole class of common stock, $.625 par value, is listed and trades on the New York Stock Exchange LLC under the symbol FHN.
FHN is the parent company of First Horizon Bank. First Horizon Bank's principal divisions and subsidiaries operate under the brands of First Horizon Bank, IBERIABANK, First Horizon Advisors, and FHN Financial. FHN offers regional banking, wealth management and capital market services through the First Horizon family of companies. First Horizon Bank, IBERIABANK and First Horizon Advisors provide consumer and commercial banking and wealth management services. FHN Financial, which operates partly through a division of First Horizon Bank and partly through subsidiaries, is an industry leader in fixed income sales, trading, and strategies for institutional clients in the U.S. and abroad. First Horizon Bank has over 490 banking offices in 12 states, and FHN Financial has 29 offices in 18 states across the U.S.
The following financial discussion should be read with the accompanying unaudited Consolidated Financial Statements and Notes in this report. Additional information including the 2019 financial statements, notes, and management's discussion and analysis ("MD&A") is provided in Item 7 and 8 to FHN’s Annual Report on Form 10-K for the year ended December 31, 2019.
RECENT EVENTS
Merger and Branch Purchase
On July 1, 2020, FHN and IBERIABANK Corporation ("IBKC") closed their merger-of-equals transaction (the "IBKC merger"). FHN issued approximately 243 million shares of FHN common stock, plus three new series of preferred stock (Series B, Series C, and Series D) in a transaction valued at $2.5 billion. At the time of closing, IBKC operated 319 offices in 12 states, mostly in the southern and southeastern U.S. During the third quarter of 2020, FHN recorded preliminary purchase price allocations related to the transaction and recognized a purchase accounting gain of $532.2 million.
On July 17, 2020, First Horizon Bank completed its purchase of 30 branches from Truist Bank. As part of the transaction, FHN assumed approximately $2.2 billion of branch deposits for a 3.40% deposit premium and purchased approximately $423.7 million of branch loans. The acquired branches are in communities in North Carolina (20 branches), Virginia (8 branches), and Georgia (2 branches).
In relation to all acquisitions, FHN's operating results include the operating results of the acquired assets and
assumed liabilities subsequent to the acquisition date. Refer to Note 2 – Acquisitions and Divestitures in this report and in Item 7 to FHN’s Annual Report on Form 10-K for the year ended December 31, 2019 for additional information.

COVID-19 Pandemic

The COVID-19 pandemic has caused and continues to cause significant, unprecedented disruption to the national economy as well as the local economies within FHN's footprint. FHN continues to closely monitor the pandemic and its effects on clients and the financial markets in which FHN conducts business. The impact of the pandemic and FHN's response are discussed in further detail in the Market Uncertainties and Prospective Trends section included in this MD&A.

SEGMENTS
FHN is composed of the following operating segments:
•Regional banking segment offers financial products and services, including traditional lending and deposit taking, to consumer and commercial customers primarily in the southern and southeastern U.S. and other selected markets. Regional banking also provides investment, wealth management, financial planning, trust and asset management, mortgage banking, title, credit card, and cash 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 segment consists of fixed income securities sales, trading, underwriting, and strategies for institutional clients in the U.S. and abroad, as well as loan sales, portfolio advisory services, and derivative sales.
•Corporate segment consists 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, derivative valuation adjustments related to prior sales of Visa Class B shares, gain/(loss) on extinguishment of debt, acquisition- and integration-related costs, expenses associated with rebranding initiatives, and various charges related to restructuring, repositioning, and efficiency efforts.

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•Non-strategic segment consists of run-off consumer lending activities, pre-2009 mortgage banking elements, 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.

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 measures presented in this filing are pre-provision net revenue ("PPNR"), return on average tangible common equity (“ROTCE”), tangible common equity to tangible assets ("TCE/TA"), and tangible book value per common share. Refer to Table 22 for a reconciliation of the non-GAAP to GAAP measures and presentation of the most comparable GAAP items.
Forward-Looking Statements
This MD&A contains certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21 E of the Securities Exchange Act of 1934, as amended, (the "Exchange Act") with respect to FHN's beliefs, plans, goals, expectations, and estimates. Forward-looking statements are not a representation of historical information, but instead pertain to future operations, strategies, financial results or other developments. These statements often include the words "believe," "expect," "anticipate," "intend," "estimate," "should," "is likely," "will," "going forward" and other expressions that indicate future events and trends.
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 the control of FHN, and many of which, with respect to future business decisions and actions, are subject to change and which could cause actual results to differ materially from those contemplated or implied by forward-looking statements or historical performance. Examples of uncertainties and contingencies include factors previously disclosed in FHN's recent annual, quarterly, and current reports filed with the U.S. Securities
and Exchange Commission (the "SEC"), as well as the following factors, among others:
•the possibility that the anticipated benefits of the IBKC merger will not be realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in any or all of FHN’s market areas;
•the possibility that the IBKC merger may be more expensive to integrate than anticipated, including as a result of unexpected factors or events;
•diversion of management's attention from ongoing business operations and opportunities;
•potential adverse reactions or changes to business or employee relationships resulting from the IBKC merger;
•FHN’s success in executing its business plans and strategies following the IBKC merger, and managing the risks involved in the foregoing;
•the potential impacts on FHN’s businesses of the COVID-19 pandemic, including negative impacts from quarantines, market declines, and volatility,

FIRST HORIZON NATIONAL CORP. 3Q20 FORM 10-Q REPORT 90


and changes in customer behavior related to the COVID-19 pandemic; and
•other factors that may affect future results of FHN.
FHN cautions that the foregoing list of important factors that may affect future results is not exhaustive. Additional factors that could cause results to differ materially from those contemplated by forward-looking statements can be
found in FHN's annual report on Form 10-K for the year ended December 31, 2019, and its quarterly reports on Form 10-Q for the periods ended March 31, 2020 and June 30, 2020, all filed with the SEC and available on the SEC’s website, http://www.sec.gov, and also available in the "Investor Relations" section of FHN's website, http://www.FirstHorizon.com, under the heading "SEC Filings," and in other documents FHN files with the SEC.
Financial Summary

FHN's results of operations for the third quarter of 2020 were significantly impacted by the IBKC merger on July 1 and to a much lesser extent the Truist branch acquisition on July 17.

Quarterly Financial Performance Summary

Third quarter 2020 net income available to common shareholders was $523.3 million, or $0.95 per diluted share, compared to $109.5 million, or $0.35 per diluted share in third quarter 2019.
Net interest income increased 77% to $532.4 million in the third quarter of 2020 primarily from an increase in average interest-earning assets as a result of the IBKC merger and Truist branch acquisition, deposit pricing discipline and PPP lending, partially offset by the negative impact of lower interest yields on loans from the decline in LIBOR and Prime rates.
The provision for credit losses totaled $227.0 million for the third quarter of 2020 compared to $14.4 million for the same quarter of 2019. The increase in provision was primarily attributable to $147.0 million in provision related to non-purchased credit deteriorated ("non-PCD") loans acquired from the IBKC merger and Truist branch acquisition, the adoption of CECL, and deterioration in the overall macro-economic outlook from the effects of the COVID-19 pandemic.
Noninterest income increased $651.2 million to $822.9 million in the third quarter 2020, primarily from a $532.2 million preliminary purchase accounting gain recognized as a result of the IBKC merger. The increase in noninterest income was also driven by the addition of IBKC as well as strong fixed income revenue during the quarter.
Noninterest expense increased 90% to $587.0 million for the quarter ended September 30, 2020 compared to $308.3 million for the same period in 2019. Noninterest expense for the third quarter of 2020 included $116 million in merger and acquisition-related costs. In addition, noninterest expense increased from the addition of IBKC during the quarter, primarily in personnel expense.
Year-to-Date Financial Performance Summary
For the nine months ended September 30, 2020, net income available to common shareholders was $587.7 million, or $1.50 per diluted share, compared to $317.9 million, or $1.00 per diluted share, for the nine months ended September 30, 2019.

Net interest income for the nine months ended September 30, 2020 increased 27% to $1.1 billion. The same factors that contributed to the third quarter 2020 increase in net interest income also drove the increase for the year-to-date period of 2020 relative to the prior year.
The provision for credit losses was $502.4 million for the nine months ended September 30, 2020 compared to $36.3 million for the comparable 2019 period. The increase in provision was primarily attributable to deterioration in the overall macro-economic outlook from the effects of the COVID-19 pandemic, CECL adoption, and provision related to non-PCD loans acquired from the IBKC merger and Truist branch acquisition.
Noninterest income increased $733.2 million, to $1.2 billion in the first nine months of 2020, driven by the same factors as noted for the third quarter of 2020.
Noninterest expense increased 34% to $1.2 billion compared to $904.9 million for the same period in 2019, largely as a result of merger and acquisition-related expenses and higher charitable contributions, somewhat offset by lower restructuring and rebranding related expenses.
Financial Condition Summary
Average assets increased to $81.7 billion for the third quarter of 2020 from $41.9 billion for the third quarter of 2019. For the nine months ended September 30, 2020, average assets increased to $57.8 billion from $41.4 billion for the same period in 2019.
Average loans and leases increased to $60.1 billion in third quarter 2020 from $30.0 billion in third quarter 2019. For the nine months ended September 30, 2020, average loans

FIRST HORIZON NATIONAL CORP. 3Q20 FORM 10-Q REPORT 91


and leases increased to $41.6 billion from $28.7 billion in 2019.
Average deposits increased to $67.1 billion for the third quarter of 2020 from $32.4 billion for third quarter of 2019. For the nine months ended September 20, 2020, average deposits increased to $45.9 billion from $32.3 billion for the prior year period.
Asset quality ratios were relatively stable at September 30, 2020, tempered by relief from both the CARES Act and Interagency Guidance. As of September 30, 2020, nonperforming loans and leases were 0.75% of total loans
and leases compared to 0.52% at December 31, 2019. The allowance for loan and lease losses to nonperforming loans and leases was 221% compared to 124% at December 31, 2019. The higher coverage ratio reflects CECL adoption, as well as reserve build in 2020 in connection with COVID-19 and the economic downturn.
FHN maintained strong capital measures. Common Equity Tier 1, Tier 1, Total Capital, and Leverage ratios were 9.21%, 10.25%, 12.05%, and 8.25%, respectively, in third quarter 2020 compared to 9.20%, 10.15%, 11.22%, and 9.04%, respectively, at December 31, 2019.
Key Performance Indicators
As of or for the three months ended September 30,As of or for the nine months ended September 30,
(Dollars in thousands, except per share data)2020201920202019
Pre-Provision Net Revenue ("PPNR") (a)$768,248 $164,105 $1,134,320 $464,684 
Diluted earnings per common share$0.95 $0.35 $1.50 $1.00 
Return on average assets (annualized) (b)2.63 %1.08 %1.41 %1.07 %
Return on average common equity (“ROCE”) (annualized) (c)28.49 %9.50 %14.18 %9.47 %
Return on average tangible common equity (“ROTCE”) (annualized) (a) (d)37.75 %14.49 %20.13 %14.60 %
Net interest margin (e)2.84 %3.21 %2.93 %3.29 %
Fee income to total revenue (f)60.75 %36.34 %51.41 %34.37 %
Efficiency ratio (g)43.31 %65.14 %51.56 %66.08 %
Allowance for loan and lease losses to total loans and leases1.65 %0.62 %1.65 %0.62 %
Net charge-offs to average loans and leases (annualized)0.44 %0.19 %0.22 %0.08 %
Total period-end equity to period-end assets9.81 %11.43 %9.81 %11.43 %
Tangible common equity to tangible assets ("TCE/TA") (a)6.78 %7.20 %6.78 %7.20 %
Cash dividends declared per common share$0.15 $0.14 $0.45 $0.42 
Book value per common share$13.30 $14.80 $26.46 $14.80 
Tangible book value per common share (a)$9.92 $9.76 $22.42 $9.47 
Common equity Tier 19.15 %9.01 %9.15 %9.01 %
Market capitalization (millions)$5,231.7 $5,041.1 $5,231.7 $5,041.1 
(a)    Represents a non-GAAP measure which is reconciled in the non-GAAP to GAAP reconciliation in table 22.
(b)    Calculated using net income divided by average assets.
(c)    Calculated using net income available to common shareholders divided by average common equity.
(d)    Calculated using net income available to common shareholders divided by average tangible common equity.
(e)    Net interest margin is computed using total net interest income adjusted to an FTE basis assuming a statutory federal income tax rate of 21% and, where applicable, state income taxes.
(f)    Ratio is fee income excluding securities gains (losses) to total revenue excluding securities gains (losses).
(g)    Ratio is noninterest expense to total revenue excluding securities gains (losses).

Key financial ratios were impacted during the three and nine months ended September 30, 2020 by the IBKC merger and to a lesser extent the Truist branch acquisition, as well as a large increase in provision for credit losses due to the deterioration in the economic forecast related to the effects of the COVID-19 pandemic.

Business Line Review
Regional Banking

Third quarter 2020 regional banking pre-tax income was $155.4 million, down from $174.6 million in third quarter 2019. For the nine months ended September 30, 2020,
regional banking pre-tax income was $297.0 million compared to $488.8 million for the nine months ended September 30, 2019. The decrease in pre-tax income in 2020 reflected an increase in the provision for credit losses

FIRST HORIZON NATIONAL CORP. 3Q20 FORM 10-Q REPORT 92


and noninterest expense somewhat offset by an increase in revenue.
Total revenue increased 95%, or $368.0 million, to $756.4 million in third quarter 2020 from $388.4 million in third quarter 2019, primarily driven by an increase in NII due to interest-earning asset growth from the IBKC merger and Truist branch acquisition. Noninterest income increased $86.5 million to $172.5 million in third quarter 2020 from $85.9 million in the prior year. Mortgage banking and title income increased $63.9 million primarily as a result of the IBKC merger and higher activity due to the low rate environment. Noninterest income was also positively impacted by increases in other fee income driven by the addition of IBKC.
Provision expense increased to $227.3 million in third quarter 2020 from $19.8 million in third quarter 2019, primarily driven by $147.0 million in provision related to acquired non-PCD loans, CECL adoption, and deterioration in the overall macro-economic outlook from the effects of the COVID-19 pandemic.
Noninterest expense was $373.7 million in third quarter 2020, up from $194.0 million in third quarter 2019. The increase in expense was primarily driven by the addition of IBKC. Personnel expense increased $82.3 million primarily due to increased headcount from the IBKC merger and Truist branch acquisition as well as higher incentives. Occupancy expense and amortization of intangible assets also increased as a result of the IBKC merger and Truist branch acquisition.
Total revenue increased 39%, or $440.8 million, to $1.6 billion in the nine months ended 2020 from $1.1 billion in the nine months ended 2019, driven by increases in NII and noninterest income. The increase in NII for the year-to-date period of 2020 was driven by acquisition-related growth, deposit pricing discipline, and PPP lending, partially offset by the negative impact of lower interest yields on loans from the decline in LIBOR and Prime rates. Noninterest income increased 39% or $93.1 million to $333.7 million in the nine months ended 2020 from $240.6 million in the prior year. Mortgage banking and title income increased $66.0 million to $71.2 million primarily from the addition of IBKC. A $7.9 million increase in brokerage, management fees and commissions was driven by the inclusion of IBKC in third quarter and higher advisory revenue and annuity income as a result of increased transaction volume. Trust services and investment management increased $7.4 million driven by the inclusion of IBKC when compared to the prior year.
Provision expense increased to $501.5 million for the nine months ended September 30, 2020 from $51.0 million for the nine months ended September 30, 2019, driven by the adoption of CECL, deterioration in the economic forecast attributable to the effects of the COVID-19 pandemic and provision related to acquired non-PCD loans.
Noninterest expense was $768.9 million for the nine months ended September 30, 2020, up from $586.7 million for the nine months ended September 30, 2019. The increase in expense was primarily driven by the inclusion of IBKC during the quarter.
Fixed Income
Fixed income pre-tax income increased to $55.0 million in third quarter 2020 from $15.5 million in third quarter 2019. For the nine months ended September 30, 2020 fixed income pre-tax income increased to $124.3 million from $42.4 million for the nine months ended September 30, 2019.
Noninterest income increased 42%, or $33.0 million, to $110.8 million in third quarter 2020 from $77.8 million in third quarter 2019. Fixed income product average daily revenue (“ADR”) increased to $1.5 million in third quarter 2020 from $994 thousand in third quarter 2019, due to favorable market conditions including market volatility and increased depository liquidity. Other product revenue was $11.9 million in third quarter 2020, down from $14.2 million in the prior year, primarily driven by decreases in fees from derivative and loan sales. NII was $11.6 million in third quarter 2020, up from $5.3 million in third quarter 2019, primarily due to higher spreads on inventory positions compared to prior year.
Noninterest expense remained relatively flat at $67.4 million in third quarter 2020 compared to $67.6 million in third quarter 2019 as an increase in variable compensation associated with increased revenues in 2020 was offset by a $7.5 million net impact related to the resolution of legal matters in third quarter 2019.
Noninterest income increased 62%, or $122.5 million, to $319.7 million for the nine months ended September 30, 2020 from $197.2 million in the nine months ended September 30, 2019. Fixed income product revenue increased to $277.5 million for the nine months ended September 30, 2020 from $162.7 million for the nine months ended September 30, 2019, largely driven by the same factors impacting the quarterly period. Other product revenue was $42.2 million in the nine months ended September 30, 2020, up 22% from $34.6 million in the prior year, driven by increases in fees from derivative sales and portfolio advisory services, somewhat offset by lower fees from loan sales. NII was $36.1 million and $18.8 million, respectively, for the nine months ended September 30, 2020 and 2019. The increase was due in large part to higher spreads on inventory positions in addition to higher inventory balances compared to prior year.
Noninterest expense was $231.5 million for the nine months ended September 30, 2020 compared to $173.7 million for the nine months ended September 30, 2019, primarily driven by higher variable compensation due to increased revenues, somewhat offset by the $7.5 million

FIRST HORIZON NATIONAL CORP. 3Q20 FORM 10-Q REPORT 93


net impact related to the resolution of legal matters previously mentioned.
Corporate
Pre-tax income for the corporate segment was $327.6 million in third quarter 2020 compared to pre-tax loss of $48.2 million in third quarter 2019. For the nine months ended September 30, 2020, pre-tax income for the corporate segment was $203.6 million compared to pre-tax loss of $137.1 million in the prior year. The increase in income before income taxes was primarily driven by the purchase accounting gain from the IBKC merger.
Net interest expense was $69.2 million and $13.2 million in third quarter 2020 and 2019, respectively. Net interest expense was negatively impacted by funds transfer pricing ("FTP") methodology (with offset in regional banking segment). Noninterest income in third quarter 2020 was $539.7 million, up from $7.4 million in third quarter 2019, primarily due to the preliminary purchase accounting gain from the IBKC merger.
Noninterest expense increased $100.6 million to $142.9 million in third quarter 2020 from $42.3 million in third quarter 2019. The increase in expense for third quarter 2020 was primarily driven by an increase in merger and integration-related charges relative to third quarter 2019 and the inclusion of IBKC, somewhat offset by $7.8 million of restructuring costs associated with efficiency initiatives and $3.1 million in rebranding expenses recognized in 2019.
Net interest expense was $145.8 million and $28.1 million for the nine months ended September 30, 2020 and 2019, respectively, as net interest expense for the nine months ended September 30, 2020 was also negatively impacted by FTP. Noninterest income for the nine months ended September 30, 2020 was $548.9 million compared to $30.1 million in the nine months ended 2019, primarily a result of the purchase accounting gain from the IBKC merger.
Noninterest expense increased 43% or $60.4 million to $199.5 million for the nine months ended September 30, 2020 from $139.1 million for the nine months ended
September 30, 2019. The increase in expense for the nine months ended September 30, 2020 was primarily driven by a $97.6 million increase in merger and integration-related charges and expenses associated with the inclusion of IBKC, somewhat offset by $38.7 million of restructuring costs and $12.2 million in rebranding expenses recognized in 2019.
Non-Strategic
The non-strategic segment had pre-tax income of $3.3 million in third quarter 2020 compared to $7.8 million in third quarter 2019. For the nine months ended September 30, 2020 the non-strategic segment had pre-tax income of $7.0 million compared to $34.3 million for the nine months ended September 30, 2019.
Total revenue was $6.0 million in third quarter 2020 down from $6.8 million in third quarter 2019. For the nine months ended September 30, 2020, total revenue was $18.3 million, down from $25.1 million for the nine months ended September 30, 2019. The decline in revenue is primarily due to continued run-off of the loan portfolios.
The provision for credit losses within the non-strategic segment was provision credit of $0.3 million in third quarter 2020 compared to a provision credit of $5.5 million in third quarter 2019. The provision for credit losses within the non-strategic segment was an expense of $0.9 million for the nine months ended September 30, 2020 compared to a provision credit of $14.7 million in the prior year. The increase in provision expense was due to additional consumer reserves driven by deterioration in the economic forecast attributable to the effects of the COVID-19 pandemic.
Noninterest expense was $10.3 million and $5.5 million, respectively, for the nine months ended September 30, 2020 and 2019. The increase in noninterest expense in the nine months ended September 30, 2020 was the result of the favorable impact of a litigation expense reversal on expenses during the nine months ended September 30, 2019.
Results of Operations
Net Interest Income/Net Interest Margin
FHN’s net interest margin is primarily impacted by its balance sheet mix, including the levels of fixed and floating rate loans, rate sensitive and non-rate sensitive liabilities, cash levels, trading inventory levels as well as loan fees and cash basis income. Net interest margin will also depend on loan growth, rate impact from the elevated spread of LIBOR to Fed Funds, widening credit spreads, PPP fees, fixed income trading inventory and the extent of assets moving to nonaccrual status. 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.
Third Quarter 2020 compared to Third Quarter 2019
Net interest income was $532.4 million in third quarter 2020, up from $300.7 million in third quarter 2019. The increase was primarily attributable to growth in average earning assets from the IBKC merger and Truist branch

FIRST HORIZON NATIONAL CORP. 3Q20 FORM 10-Q REPORT 94


acquisition, deposit pricing discipline, and PPP lending, partially offset by the negative impact of lower interest yields on loans from the decline of LIBOR and Prime rates.
The consolidated net interest margin was 2.84% in third quarter 2020, down 37 basis points from 3.21% in third quarter 2019. The net interest spread was 2.68% in third quarter 2020, down 15 basis points from 2.83% in third quarter 2019. The decline in net interest margin for the quarter ended September 30, 2020 was primarily the result of the negative impact of lower interest rates (including LIBOR and Prime) on loan yields, somewhat mitigated by deposit pricing discipline, purchase accounting accretion and the impact of PPP. For the third quarter of 2020, an increase in average excess cash also negatively impacted net interest margin relative to the prior year.
Average earning assets increased to $75.0 billion for the quarter ended September 30, 2020 from $37.4 billion for the same quarter of 2019, primarily driven by the IBKC merger and Truist branch acquisition.


Nine Months of 2020 compared to Nine Months of 2019
For the nine months ended September 30, 2020, net interest income was $1.1 billion, up from $898.8 million for the nine months ended September 30, 2019. The same factors that contributed to the third quarter 2020 increase in net interest income also drove the increase for the year-to-date period of 2020 relative to the prior year.
Average earning assets increased to $52.2 billion for the nine months ended September 30, 2020 from $36.8 billion for the nine months ended September 30, 2019, primarily driven by the IBKC merger and Truist branch acquisition.
For the nine months ended September 30, 2020, the net interest margin was 2.93%, down 36 basis points from 3.29% for the nine months ended September 30, 2019. The decline in net interest margin for the nine months ended September 30, 2020 was primarily the result of the negative impact of lower interest rates (including LIBOR and Prime) on loan yields, somewhat mitigated by deposit pricing discipline, purchase accounting accretion, and the impact of PPP lending.

FIRST HORIZON NATIONAL CORP. 3Q20 FORM 10-Q REPORT 95


Table 1—Net Interest Margin
 
 Three Months Ended
September 30,		Nine Months Ended
September 30,
 2020201920202019
Assets:
Earning assets:
Loans and leases:
Commercial3.59 %4.78 %3.76 %4.96 %
Consumer4.11 4.55 4.13 4.60 
Total loans and leases3.70 4.73 3.84 4.88 
Loans held for sale3.36 5.33 3.77 5.57 
Investment securities:
U.S. government agencies1.12 2.45 1.69 2.58 
States and municipalities1.74 3.51 2.17 3.66 
Corporates and other debt4.66 4.57 4.59 4.33 
Other33.76 34.71 33.67 34.76 
Total investment securities1.21 2.62 1.80 2.72 
Trading securities2.08 3.06 2.55 3.43 
Other earning assets:
Federal funds sold and securities purchased under agreements to resell0.04 2.04 0.53 2.20 
Interest-bearing deposits with banks0.09 1.96 0.19 2.30 
Total other earning assets0.09 2.00 0.27 2.26 
Interest income / total earning assets3.19 %4.35 %3.40 %4.45 %
Liabilities:
Interest-bearing liabilities:
Interest-bearing deposits:
Savings0.38 %1.26 %0.49 %1.30 %
Time deposits0.72 2.15 1.12 1.98 
Other interest-bearing deposits0.20 0.94 0.30 0.99 
Total interest-bearing deposits0.36 1.29 0.50 1.32 
Trading liabilities0.77 2.33 1.36 2.68 
Short-term borrowings0.27 2.13 0.72 2.35 
Term borrowings3.98 4.64 3.97 4.84 
Interest expense / total interest-bearing liabilities0.51 1.52 0.66 1.55 
Net interest spread2.68 %2.83 %2.74 %2.90 %
Effect of interest-free sources used to fund earning assets0.16 0.38 0.19 0.39 
Net interest margin (a)
2.84 %3.21 %2.93 %3.29 %
NM – Not meaningful

(a)    Calculated using total net interest income adjusted for FTE assuming a statutory federal income tax rate of 21% and, where applicable, state income taxes.

FIRST HORIZON NATIONAL CORP. 3Q20 FORM 10-Q REPORT 96


Provision for Credit Losses
The provision for credit losses includes the provision for loan and lease losses and the reserve for unfunded lending commitments ("RULC"). The provision for credit losses is the expense necessary to maintain the ALLL and the RULC at levels appropriate to absorb management’s estimate of credit losses expected over the life of the loan and lease portfolio and the portfolio of unfunded loan commitments.
The provision for credit losses was $227.0 million and $502.4 million for the three and nine months ended September 30, 2020, calculated under the CECL methodology, compared to $14.4 million and $36.3 million for the three and nine months ended September 30, 2019 calculated under the “incurred loss” methodology. The increase in provision expense was primarily attributable to $147.0 million in provision related to non-PCD loans, CECL adoption, and the economic forecast attributable to the COVID-19 pandemic.
For additional information about the provision for credit 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 the Asset Quality section in this MD&A.
Noninterest Income
Noninterest income was $822.9 million for the third quarter 2020 and represented 61% of total revenue compared to $171.7 million and 36% in third quarter 2019. The increase in noninterest income in third quarter 2020 was primarily driven by the preliminary purchase accounting gain of $532.2 million recorded in connection
with the IBKC merger. The increase in noninterest income was also driven by the addition of IBKC as well as strong fixed income revenue during the quarter.
For the nine months ended September 30, 2020, noninterest income was $1.2 billion and represented 51% of total revenue compared to $470.8 million and 34% for the nine months ended September 30, 2019. The increase in noninterest income for the year-to-date period of 2020 was primarily driven by the preliminary purchase accounting gain. Higher mortgage banking and title income and fixed income revenue also contributed to the increase in noninterest income.
Fixed Income
Fixed income was $110.9 million in third quarter 2020, a 43% increase from $77.6 million in third quarter 2019. The increase in third quarter 2020 was largely driven by favorable market conditions including market volatility and increased depository liquidity. Revenue from other products was $12.1 million and $14.0 million in third quarter 2020 and 2019, respectively. The modest decrease was primarily driven by decreases in derivative and loan sales.
For the nine months ended September 30, 2020, fixed income was $319.0 million, up 61% from $197.8 million for the nine months ended September 30, 2019. The increase in the nine months ended September 30, 2020 was largely driven by the same factors impacting the quarterly period. Revenue from other products increased 18% to $41.5 million for the year-to-date period of 2020 from $35.2 million in 2019, driven by increases in fees from derivative sales and portfolio advisory services, somewhat offset by a decrease in fees from loan sales.
The following table summarizes FHN’s fixed income noninterest income for the three and nine months ended September 30, 2020 and 2019.
Table 2—Fixed Income Noninterest Income
 
 Three Months Ended
September 30,		Percent Change Nine Months Ended
September 30,		Percent Change
(Dollars in thousands)
2020201920202019
Noninterest income:
Fixed income$98,871 $63,646 55 %$277,497 $162,651 71 %
Other product revenue12,072 13,999 (14)%41,502 35,157 18 %
Total fixed income noninterest income$110,943 $77,645 43 %$318,999 $197,808 61 %


FIRST HORIZON NATIONAL CORP. 3Q20 FORM 10-Q REPORT 97


Deposit Transactions and Cash Management

Fees from deposit transactions and cash management activities were $42.1 million and $103.1 million for the three and nine months ended September 30, 2020 up 22% and 5% from $34.4 million and $98.4 million for the three and nine months ended September 30, 2019. The increases for both periods were primarily volume-related from the addition of IBKC and were partially offset by a decline in NSF fees from pandemic-related impacts such as a decline in transaction volume and fee waivers. For the year-to-date period, a $4.6 million debit card incentive payment recognized in second quarter 2020 also contributed to the increase in deposit transaction and cash management fees.
Brokerage, Management Fees and Commissions
Noninterest income from brokerage, management fees and commissions was $17.9 million and $47.1 million for the three and nine months ended September 30, 2020 compared to $14.2 million and $40.9 million for the three and nine months ended September 30, 2019. The increase for both periods was primarily driven by the inclusion of IBKC and increased annuity income from higher transaction activity, and for the year-to-date period, higher advisory income.
Mortgage Banking and Title Income
Mortgage banking and title income was $65.5 million and $72.1 million for the three and nine months ended September 30, 2020 compared to $2.0 million and $6.5 million for the same periods of 2019. The increases were largely the result of the added revenue stream from the IBKC merger and higher activity due to the low rate environment.
Trust Services and Investment Management
Trust services and investment management was $11.7 million and $26.7 million for the three and nine months ended September 30, 2020 compared to $7.2 million and $22.1 million for the same periods in 2019. The increase for both periods was primarily the inclusion of IBKC in the third quarter.
Bankcard Income
Bankcard income was $10.5 million and $24.4 million for the three and nine months ended September 30, 2020 compared to $7.0 million and $20.3 million for the same periods in 2019. The increase for both periods was primarily the result of the inclusion of IBKC in the third quarter.
Other Noninterest Income
Revenue from all other income increased $4.1 million to $33.4 million in third quarter 2020 from $29.3 million in third quarter 2019. The increase in all other income in the third quarter 2020 was largely due to a $3.4 million increase in deferred compensation income driven by equity market valuations relative 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. Additionally, an increase in other service charges contributed to the increase in all other income in third quarter 2020, but was partially offset by a decrease in interest rate swap income relative to third quarter 2019. The increase in other service charges was primarily merger-related.
For the nine months ended September 30, 2020 revenue from all other income decreased $2.5 million to $82.1 million from $84.6 million for the nine months ended September 30, 2019. Significant declines in all other income in third quarter 2020 included a $5.4 million decrease in deferred compensation income. The decline in deferred compensation income was driven by the timing of and extreme variability in equity market valuations in both 2020 and 2019. In addition, all other income declined in third quarter of 2020 from collections on fully-charged off CBF loans and gains on sales of fixed assets in the prior year. Increases in fees from derivative sales, income from other services charges and BOLI income offset a portion of the overall decline in other noninterest income.


FIRST HORIZON NATIONAL CORP. 3Q20 FORM 10-Q REPORT 98


The following table provides detail regarding the components of other income.
Table 3—Other Income
 
 Three Months Ended
September 30,		Percent
Change		Nine Months Ended
September 30,		Percent
Change
(Dollars in thousands)2020201920202019
Other income:
Other service charges$8,249 $5,738 44 %$18,050 $15,231 19 %
Income from bank owned life insurance5,627 4,427 27 %16,596 13,955 19 %
ATM and interchange fees 4,556 4,507 1 %12,777 12,010 6 %
Deferred compensation (a)3,857 472 NM2,521 7,884 (68)%
Interest rate swap income3,458 5,408 (36)%13,426 10,229 31 %
Dividend income (b)2,679 1,556 72 %4,866 5,678 (14)%
Letter of credit fees1,652 1,400 18 %4,673 4,021 16 %
Electronic banking fees1,566 1,288 22 %3,778 3,826 (1)%
Other1,708 4,462 (62)%5,418 11,792 (54)%
Total other income$33,352 $29,258 14 %$82,105 $84,626 (3)%
Certain previously reported amounts have been reclassified to agree with current presentation.
NM – Not meaningful
(a)Amounts are driven by market conditions and are mirrored by changes in deferred compensation expense which is included in personnel expense; nine months ended September 30, 2020 decrease driven by variability in equity market valuations.
(b)Represents primarily dividend income from Federal Reserve Bank ("FRB") and Federal Home Loan Bank ("FHLB") holdings. Variability largely driven by dividend rate.

Noninterest Expense
Total noninterest expense increased $278.7 million, or 90%, to $587.0 million in third quarter 2020 from $308.3 million in third quarter 2019. For the nine months ended September 30, 2020 noninterest expense increased 34% to $1.2 billion from $904.9 million for the nine months ended September 30, 2019. The increase in noninterest expense for the quarter and year-to-date periods of 2020 was primarily attributable to increases from the addition of IBKC as well as merger and acquisition-related expenses. Contributions expense increased $39.2 million for the quarterly period and $39.4 million for the year-to-date period. The increased contributions expense was reflective of a $20 million contribution to the Louisiana First Horizon Foundation in connection with the IBKC merger and a $15 million donation of Paycheck Protection Plan fees to the First Horizon Foundation to assist low- and moderate-income communities.
Personnel Expense
Personnel expense, the largest component of noninterest expense, increased $162.4 million in third quarter 2020 to $329.4 million from $167.0 million in third quarter 2019. The increase in personnel expense in third quarter 2020 was primarily driven by an increase in headcount associated with the IBKC merger and Truist branch acquisition, higher variable compensation due to higher fixed income sales revenue, and increases in deferred compensation expense driven by equity market valuations
and acquisition-related costs. In addition, personnel expense included $34.9 million in merger and acquisition-related expenses during the current quarter.
For the nine months ended September 30, 2020 personnel expense was $713.2 million, up $196.6 million from $516.6 million for the nine months ended September 30, 2019. The increase in personnel expense for the year-to-date period was driven by higher headcount from the IBKC merger and Truist branch acquisition, merger and acquisition-related expense, and higher variable compensation due to increased revenues within Fixed Income. For the year-to-date period of 2020, deferred compensation expense decreased $6.9 million driven by the timing of and extreme variability in equity market valuations in both 2020 and 2019. Additionally, a decrease in restructuring costs also offset a portion of the overall increase in personnel expenses for the nine months ended 2020.
Legal and Professional Fees
Legal and professional fees were $43.2 million in third quarter 2020, an increase of $23.5 million from $19.8 million in third quarter 2019. The increase in legal and professional fees was primarily driven by an increase in merger and integration-related expenses and the inclusion of IBKC, somewhat offset by $6.5 million of restructuring costs associated with efficiency initiatives recognized in third quarter 2019.

FIRST HORIZON NATIONAL CORP. 3Q20 FORM 10-Q REPORT 99


For the nine months ended September 30, 2020, legal and professional fees were $64.9 million, an increase of $12.2 million compared to the same period in 2019. The increase for the year-to-date period was the result of an increase in merger and integration-related expenses and the inclusion of IBKC, partially offset by lower restructuring costs associated with efficiency initiatives recognized in 2019. Additionally, strategic investments recognized in the first quarter of 2019 to analyze growth potential and product mix for new markets contributed to a year-over-year decline in professional fees.
Other Noninterest Expense
All other expenses increased 11% to $68.1 million in third quarter 2020 from $61.2 million in third quarter 2019. Miscellaneous loans costs increased $5.2 million, communications and delivery increased $4.0 million, contract employment and outsourcing increased $2.7 million and FDIC premium expense increased $2.6 million. These increases were offset by a decrease in advertising and public relations expense largely due to promotional branding campaigns and target marketing in new markets in 2019.
All other expenses increased 7% to $161.0 million for the nine months ended September 30, 2020 from $150.7 million for the nine months ended September 30, 2019. FDIC premium expense increased $7.3 million, largely due to the addition of IBKC as well as balance sheet growth and expected loss severity ratios. Miscellaneous loan costs increased $6.7 million, primarily from the inclusion of IBKC. Contract employment and outsourcing increased $6.4 million from technology-related projects as well as merger and integration-related expense. Pension-related costs increased $6.3 million primarily from the change in the expected rate of return on plan assets and interest cost due to the discount rate. These increases were somewhat offset by a decrease in asset impairments and technology related costs associated with restructuring and rebranding initiatives recognized in 2019. The decline in advertising and public relations expense was largely due to promotional branding campaigns and target marketing in new markets in 2019.
The following table provides detail regarding the components of other expense.
Table 4—Other Expense
 
 Three Months Ended
September 30,		Percent
Change		Nine Months Ended
September 30,		Percent
Change
(Dollars in thousands)
2020201920202019
Other expense:
Communications and delivery$9,662 $5,650 71 %$21,058 $19,483 8 %
FDIC premium expense8,194 5,564 47 %21,368 14,084 52 %
Miscellaneous loan costs6,186 1,017 NM9,636 2,901 NM
Contract employment and outsourcing5,961 3,256 83 %16,133 9,705 66 %
Other insurance and taxes 4,462 2,475 80 %9,740 7,664 27 %
Advertising and public relations3,157 6,646 (52)%13,138 19,462 (32)%
Non-service components of net periodic pension and post-retirement cost 2,765 986 NM8,234 1,977 NM
Supplies 2,149 1,668 29 %6,493 4,814 35 %
Other25,595 33,976 (25)%55,171 70,630 (22)%
Total other expense$68,131 $61,238 11 %$160,971 $150,720 7 %
Certain previously reported amounts have been reclassified to agree with current presentation.
NM – Not meaningful

Income Taxes
FHN recorded an income tax provision of $2.2 million in third quarter 2020, compared to $35.8 million in third quarter 2019. For the nine months ended September 30, 2020 and 2019, FHN recorded an income tax provision of $19.8 million and $97.3 million, respectively. The effective tax rate for the three and nine months ended September 30, 2020 was approximately 0.4% and 3% compared to 24% and 23% for the three and nine months ended
September 30, 2019. The decrease in the effective tax rate was the result of the preliminary purchase accounting gain from the IBKC merger, which is not taxable.
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 effective rate is unfavorably affected by the non-deductibility of a portion of FHN's FDIC premium and executive compensation expenses.

FIRST HORIZON NATIONAL CORP. 3Q20 FORM 10-Q REPORT 100


FHN’s effective tax rate also may be affected by items that may occur in any given period but are not consistent from period to period, such as changes in the deferred tax asset valuation allowance and changes in unrecognized tax benefits. The rate also may be affected by items resulting from business combinations.
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 September 30, 2020, FHN’s gross DTA (net of a valuation allowance) and gross DTL were $454.9 million and $409.8 million, respectively, resulting in a net DTA of $45.1 million at September 30, 2020, compared with a net DTA of $69.0 million at December 31, 2019.
As of September 30, 2020, FHN had deferred tax asset balances related to federal and state income tax carryforwards of $47.4 million and $8.9 million, respectively, which will expire at various dates.
FHN believes that it will be able to realize the value of its DTA and that no valuation allowance is needed. FHN monitors its DTA and the need for a valuation allowance on a quarterly basis.
Restructuring, Repositioning, and Efficiency Initiatives
Beginning in 2019, FHN initiated a company-wide review of business practices with the goal of optimizing its expense base to improve profitability and create capacity to reinvest savings into technology and revenue production activities. The net charges for restructuring, repositioning, and efficiency initiatives were not significant in the nine months ended September 30, 2020 and were $38.7 million in the nine months ended September 30, 2019. These expenses are primarily associated with severance and other employee costs, professional fees, and costs associated with asset impairments. Due to the broad nature of the actions being taken, many components of expense are expected to benefit from the current efficiency initiatives. See Note 18 - Restructuring, Repositioning, and Efficiency for additional information.
Financial Condition
Total period-end assets were$83.0 billion at September 30, 2020 compared to $43.3 billion at December 31, 2019, primarily driven by the IBKC merger and the Truist branch acquisition.
Earning assets consist of loans, investment securities, loans held for sale, and other earning assets, such as trading securities and interest-bearing deposits with banks. A detailed discussion of the major components of earning assets is provided in the following sections.

Loans and Leases
Period-end loans and leases increased $28.6 billion, or 92% to $59.7 billion as of September 30, 2020 from $31.1 billion on December 31, 2019, driven by both $26.3 billion in acquired loans and leases and PPP lending. Average loans and leases increased $29.4 billion to $60.1 billion in third quarter 2020 compared to $30.7 billion in fourth quarter 2019 and $30.0 billion in third quarter 2019.

FIRST HORIZON NATIONAL CORP. 3Q20 FORM 10-Q REPORT 101


The following table summarizes FHN's average loans and leases for the quarters ended September 30, 2020 and December 31, 2019.
Table 5—Average Loans and Leases
 
Quarter Ended
September 30, 2020		Quarter Ended
December 31, 2019
(Dollars in thousands)AmountPercent of totalAmountPercent of totalGrowth Rate
Commercial:
Commercial, financial, and industrial (C&I)$34,051,174 57 %$19,739,937 64 %72 %
Commercial real estate (CRE)12,413,582 21 4,263,597 14 191 
Total commercial46,464,756 77 24,003,534 78 94 
Consumer:
Consumer real estate (a) (b)12,443,874 21 6,194,134 20 101 
Credit card and other1,208,994 2 508,651 2 138 
Total consumer13,652,868 23 6,702,785 22 104 
Total loans and leases$60,117,624 100 %$30,706,319 100 %96 %
* Amount is less than one percent.
(a)Balance for the quarter ended December 31, 2019 includes $7.1 million of restricted and secured real estate loans.
(b)In first quarter 2020, the Permanent Mortgage portfolio was combined into Consumer Real Estate portfolio, all prior periods were revised for comparability.

C&I loans are the largest component of the loan portfolio, comprising 57% of total loans in third quarter 2020 and 64% in fourth quarter 2019. C&I loans increased 72% from fourth quarter 2019, largely driven by acquired loans from IBKC and Truist Bank, PPP lending and higher balances within mortgage warehouse lending. Driven by acquired IBKC loans, commercial real estate loans increased 191% to $12.4 billion in third quarter 2020.
Average consumer loans increased 104% from fourth quarter 2019 to $13.7 billion in third quarter 2020, largely driven by acquired loans.

Loans Held for Sale
On July 1, 2020 as part of the IBKC merger, FHN acquired a portfolio of loans held for sale which primarily consist of fixed rate single-family residential mortgage loans originated by IBKC and committed to be sold in the secondary market. The legacy FHN loans HFS portfolio consists of small business, other consumer loans, the mortgage warehouse, USDA, student, and home equity loans. On September 30, 2020, and December 31, 2019, loans HFS were $1.1 billion and $593.8 million, respectively. The average balance of loans HFS increased to $984.9 million in third quarter 2020 from $581.8 million in fourth quarter 2019. The increase in period-end and average loans HFS was primarily driven by the acquired IBKC HFS loans, somewhat offset by a decrease in small business loans. Held-for-sale consumer mortgage loans secured by residential real estate in process of foreclosure totaled $2.4 million and $6.8 million at September 30, 2020 and December 31, 2019, respectively.
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”), all of which are classified as available for sale. 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 investment securities were $8.0 billion on September 30, 2020 up from $4.4 billion on December 31, 2019, primarily as a result of securities acquired from the IBKC merger.
Average investment securities were $8.6 billion in third quarter 2020 and $4.4 billion in fourth quarter 2019, representing 11% and 12% of average earning assets, respectively. The increase in average investment securities was also driven by the IBKC merger. FHN manages the size and mix of the investment portfolio to assist in asset liability management, provide liquidity, and optimize risk adjusted return.

Deposits
Period-end deposits increased to $68.4 billion on September 30, 2020, from $32.4 billion on December 31, 2019. Average deposits increased to $67.1 billion in third quarter 2020, from $32.8 billion in fourth quarter 2019 and $32.4 billion in third quarter 2019. The increase in both period-end and average balances was largely the result of the IBKC merger and the Truist branch acquisition. In

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addition, deposit balances were impacted by significant customer deposit inflows beginning in March 2020 as brokerage customers exited equity markets to move in cash positions given the market volatility associated with the COVID-19 pandemic, municipalities received federal stimulus payments, and PPP funding began, as well as management’s decision in first quarter 2020 to increase market-indexed deposits (given the favorable benefits of this funding source in lower interest-rate environments). As short-term rates have come down, particularly in the third quarter, bank deposits provide institutional clients
with overnight liquidity at a competitive, and often superior, rate to other short-term cash management options. Additionally, there has been a notable shift from interest-bearing deposits to non-interest bearing deposits within many of FHN's institutional relationships. The influx in noninterest-bearing deposits during the nine months ended September 30, 2020 resulted in an increase in the percentage of average noninterest-bearing deposits from 26% of total deposits in fourth quarter 2019 to 31% of total deposits in third quarter 2020.
The following table summarizes FHN's average deposits for quarters ended September 30, 2020 and December 31, 2019.
Table 6—Average Deposits
 
 Quarter Ended
September 30, 2020		Quarter Ended
December 31, 2019		 
(Dollars in thousands)AmountPercent of totalAmountPercent of totalGrowth Rate
Interest-bearing deposits:
Savings$25,648,149 38 %$11,579,655 35 %121 %
Time deposits5,782,686 9 3,933,741 12 47 
Other interest-bearing deposits14,771,168 22 8,721,130 27 69 
Total interest-bearing deposits46,202,003 69 24,234,526 74 91 
Noninterest-bearing deposits20,903,559 31 8,542,521 26 145 
Total deposits$67,105,562 100 %$32,777,047 100 %105 %


Short-Term Borrowings
Period-end short-term borrowings decreased 35% to $2.6 billion on September 30, 2020 from $4.0 billion on December 31, 2019, primarily driven by a decrease in other short-term borrowings, as FHN was able to use customer deposits to support balance sheet funding. The decrease in other short-term borrowings was somewhat offset by increases in securities purchased under agreements to resell and federal funds purchased.
Short-term borrowings averaged $2.8 billion in third quarter 2020, down 14% from $3.3 billion in fourth quarter 2019. As noted in the table below, the decrease in short-term borrowings between fourth quarter 2019 and third quarter 2020 was primarily driven by decreases in other
short-term borrowings, federal funds purchased and trading liabilities, partially offset by an increase in securities sold under agreements to repurchase. Other short-term borrowings balances fluctuate largely based on the level of FHLB borrowing as a result of loan demand, deposit levels and balance sheet funding strategies. Trading liabilities fluctuate based on various factors including variations in levels of trading securities. Federal funds purchased fluctuates depending on the amount of excess funding of FHN’s correspondent bank customers. Balances of securities sold under agreements to resell fluctuate based on cost attractiveness relative to FHLB borrowing levels and the ability to pledge securities toward such transactions.


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Table 7—Average Short-Term Borrowings
 
 Quarter Ended
September 30, 2020		Quarter Ended
December 31, 2019		 
(Dollars in thousands)AmountPercent of totalAmountPercent of totalGrowth Rate
Short-term borrowings:
Federal funds purchased$832,800 29 %$1,163,701 35 %(28)%
Securities sold under agreements to repurchase1,503,305 53 701,213 21 114 
Other short-term borrowings132,546 5 844,558 26 (84)
Trading liabilities360,054 13 585,889 18 (39)
Total short-term borrowings$2,828,705 100 %$3,295,361 100 %(14)%

Term Borrowings
Term borrowings include senior and subordinated borrowings with original maturities greater than one year. Period-end term borrowings were $2.2 billion on September 30, 2020, up from $.8 billion on December 31, 2019. Average term borrowings were $2.2 billion in third quarter 2020 and $.9 billion in fourth quarter 2019. The
increase in term borrowings on both an average and period-end basis was the result of the issuance of $450 million of subordinated notes by First Horizon Bank in April 2020, and the issuance of $800 million of senior notes by FHN in May 2020.

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. Period-end equity was $8.1 billion at September 30, 2020, an increase of $3.1 billion from December 31, 2019. Average equity increased to $8.1 billion in third quarter 2020 from $5.0 billion in fourth quarter 2019. Equity issued in connection
with the IBKC merger was $2.5 billion. In addition, FHN issued 1,500 shares of Series E Non-Cumulative Perpetual Preferred Stock in May 2020 for net proceeds of $144.7 million. Other significant changes included net income of $612.2 million and an increase in AOCI of $99.1 million, which were partially offset by $195.0 million for common and preferred dividends and $96.1 million related to the adoption of CECL.

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The following tables provide a reconciliation of Shareholders’ equity from the Consolidated Balance Sheets to Common Equity Tier 1, Tier 1 and Total Regulatory Capital as well as certain selected capital ratios:
Table 8—Regulatory Capital and Ratios
(Dollars in thousands)
September 30, 2020December 31, 2019
Shareholders’ equity$7,848,711 $4,780,577 
Modified CECL transitional amount (a)199,051 — 
FHN non-cumulative perpetual preferred(470,370)(95,624)
Common equity$7,577,392 $4,684,953 
Regulatory adjustments:
Disallowed goodwill and other intangibles(1,766,718)(1,505,971)
Net unrealized (gains) losses on securities available for sale(113,209)(31,079)
Net unrealized (gains) losses on pension and other postretirement plans267,051 273,914 
Net unrealized (gains) losses on cash flow hedges(13,372)(3,227)
Disallowed deferred tax assets(9,154)(8,610)
Other deductions from common equity tier 1(748)(1,044)
Common equity tier 1$5,941,242 $3,408,936 
Qualifying FHN non-cumulative perpetual preferred (b)376,721 95,624 
Qualifying noncontrolling interest—First Horizon Bank preferred stock294,816 255,890 
Tier 1 capital$6,612,779 $3,760,450 
Tier 2 capital1,158,924 394,435 
Total regulatory capital$7,771,703 $4,154,885 
Risk-Weighted Assets
First Horizon National Corporation$64,486,809 $37,045,782 
First Horizon Bank63,788,902 36,626,993 
Average Assets for Leverage
First Horizon National Corporation80,199,066 41,583,446 
First Horizon Bank79,551,797 40,867,365 

 September 30, 2020December 31, 2019
 RatioAmountRatioAmount
Common Equity Tier 1
First Horizon National Corporation9.21 %$5,941,242 9.20 %$3,408,936 
First Horizon Bank9.83 6,268,056 9.38 3,433,867 
Tier 1
First Horizon National Corporation10.25 6,612,779 10.15 3,760,450 
First Horizon Bank10.29 6,562,872 10.18 3,728,683 
Total
First Horizon National Corporation12.05 7,771,703 11.22 4,154,885 
First Horizon Bank11.88 7,578,857 10.77 3,944,613 
Tier 1 Leverage
First Horizon National Corporation8.25 6,612,779 9.04 3,760,450 
First Horizon Bank8.25 6,562,872 9.12 3,728,683 
(a)The modified CECL transitional amount is calculated as defined in the final rule issued by the banking regulators on August 26, 2020 and includes the full amount of the impact to retained earnings from the initial adoption of CECL plus 25% of the change in the adjusted allowance for credit losses (“AACL”) since FHN’s initial adoption of CECL through September 30, 2020.
(b)The $96.3 million carrying value of the Series D preferred stock does not qualify as Tier 1 capital because the earliest redemption date is less than five years from the issuance date.

Banking regulators define minimum capital ratios for bank holding companies and their bank subsidiaries. Based on the capital rules and definitions prescribed by the banking regulators, should any depository institution’s capital ratios decline below predetermined levels, it would become subject to a series of increasingly restrictive regulatory actions. The system categorizes a depository institution’s
capital position into one of five categories ranging from well-capitalized to critically under-capitalized. For an institution the size of FHN to qualify as well-capitalized, Common Equity Tier 1, Tier 1 Capital, Total Capital, and Leverage capital ratios must be at least 6.50%, 8.00%, 10.00%, and 5.00%, respectively. Furthermore, beginning January 1, 2019, a capital conservation buffer of 50 basis

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points above these levels must be maintained on the Common Equity Tier 1, Tier 1 Capital and Total Capital ratios to avoid restrictions on dividends, share repurchases and certain discretionary bonuses.
As of September 30, 2020, each of FHN and First Horizon Bank had sufficient capital to qualify as well-capitalized institutions and to meet the capital conservation buffer requirement. The third quarter 2020 capital ratios for both FHN and First Horizon Bank are calculated under the final rule issued by the banking regulators in late August 2020 to delay the effects of CECL on regulatory capital for two years, followed by a three-year transition period. For both FHN and First Horizon Bank, the risk-based regulatory capital ratios increased in third quarter 2020 relative to fourth quarter 2019 primarily from the issuance of preferred and common equity in connection with the IBKC merger, offset by the intangible assets created in the IBKC merger and Truist Bank branch acquisition. Regulatory capital ratios were also favorably impacted by the impact of net income less dividends during the first nine months of 2020. For the Bank only, the risk-based regulatory capital ratios were impacted by a reduction of $115 million in its equity investment in its financial subsidiary, FHN Financial Securities Corp. In addition, the Tier 1 Capital ratio for FHN benefited from the issuance of $150 million of Non-Cumulative Perpetual Preferred Stock, Series E. The Total Capital ratios for both FHN and First Horizon Bank benefited from the Bank’s issuance of $450 million of Tier 2 qualifying subordinated notes. The Tier 1 leverage ratio declined for both FHNC and First Horizon Bank as average assets for leverage in the third quarter 2020 increased relative to fourth quarter 2019 primarily in connection with the IBKC merger. During 2020, capital
ratios are expected to remain above well-capitalized standards plus the required capital conservation buffer.
Common Stock Purchase Programs
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. Two common stock purchase programs currently authorized are discussed below. FHN’s board has not authorized a preferred stock purchase program.
General Authority
On January 23, 2018, FHN announced a $250 million share purchase authority with an expiration date of January 31, 2020. On January 29, 2019, FHN announced a $250 million increase in that authority along with an extension of the expiration date to January 31, 2021. 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. As of September 30, 2020, $229.3 million in purchases had been made under this authority at an average price per share of $15.09, or $15.07 excluding commissions. Management currently does not anticipate purchasing a material number of shares under this authority during 2020.
Table 9a—Issuer Purchases of Common Stock - General 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
2020
July 1 to July 31— NA— $270,654 
August 1 to August 31— NA— 270,654 
September 1 to September 30— NA— 270,654 
Total— N/A— 
N/A - not applicable
(a) Represents total costs including commissions paid.


Compensation Authority
A consolidated compensation plan share purchase program was announced on August 6, 2004. This program consolidated into a single share purchase program all of the previously authorized compensation plan share programs as well as the renewal of the authorization to purchase shares for use in connection with two compensation plans for which the share purchase authority had expired.
The 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 reduced for that portion which relates to compensation plans for which no options remain outstanding. The shares may be purchased over the option

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exercise period of the various compensation plans on or before December 31, 2023. 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. As of September 30, 2020, the
maximum number of shares that may be purchased under the program was 24.0 million shares. Management currently does not anticipate purchasing a material number of shares under this authority during 2020.

Table 9b—Issuer Purchase of Common Stock - Compensation 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
2020
July 1 to July 3129 $9.49 29 $24,104 
August 1 to August 315 9.32 5 24,099 
September 1 to September 3054 9.42 54 24,045 
Total88 $9.44 88 

Asset Quality

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”). Consumer loans are composed of consumer real estate; and credit card and other. In first quarter 2020, FHN consolidated its permanent mortgage portfolio into consumer real estate. Loans previously classified in permanent mortgage included primarily jumbo mortgages and one-time-close (“OTC”) completed construction loans in the non-strategic segment that were originated through pre-2009 mortgage businesses. FHN has a concentration of residential real estate loans (21% 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 16 – Asset Quality by Portfolio. Credit underwriting guidelines are outlined in Item 7 of FHN’s Annual Report on Form 10-K for the year ended December 31, 2019, in the Loan Portfolio Composition discussion in the Asset Quality Section beginning on page 67 and continuing to page 87. FHN’s
credit underwriting guidelines and loan product offerings as of September 30, 2020, are generally consistent with those reported and disclosed in FHN’s Form 10-K for the year ended December 31, 2019.
COMMERCIAL LOAN PORTFOLIOS

C&I

The C&I portfolio was $33.7 billion on September 30, 2020, and is comprised of loans and leases used for general business purposes. Typical products include working capital lines of credit, term loan financing of owner-occupied real estate and fixed assets, direct financing and sales-type leases, and trade credit enhancement through letters of credit. The largest geographical concentrations of balances as of September 30, 2020, are in Tennessee (22%), Florida (11%), Texas (10%), Louisiana (8%), North Carolina (8%), California (6%), Georgia (5%), and Alabama (4%), with no other state representing more than 3% of the portfolio.

The following table provides the composition of the C&I portfolio by industry as of September 30, 2020, and December 31, 2019. 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.

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Table 10—C&I Loan Portfolio by Industry
 
 September 30, 2020December 31, 2019
(Dollars in thousands) 
AmountPercentAmountPercent
Industry: 
Loans to mortgage companies$5,607,068 17 %$4,410,883 22 %
Finance & insurance3,120,262 9 2,778,411 14 
Health care & social assistance2,781,907 8 1,499,178 7 
Accommodation & food service2,347,160 7 1,364,833 7 
Real estate rental & leasing (a)2,378,081 7 1,454,336 7 
Wholesale trade2,089,880 6 1,372,147 7 
Manufacturing1,973,045 6 1,150,701 6 
Transportation & warehousing1,851,054 6 691,235 3 
Other (education, arts, entertainment, etc) (b)11,507,260 34 5,329,367 27 
Total C&I loan portfolio$33,655,717 100 %$20,051,091 100 %
(a)Leasing, rental of real estate, equipment, and goods.
(b)Industries in this category each comprise less than 5% for 2020.

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. 26% of FHN’s C&I loans are loans to mortgage companies or borrowers in the finance and insurance industry and as a result 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 September 30, 2020, FHN did not have any other concentrations of C&I loans in any single industry of 10% or more of total loans.
Loans to Mortgage Companies
The balance of loans to mortgage companies was 17% of the C&I portfolio as of September 30, 2020, 22% as of December 31, 2019 and 25% as of September 30, 2019, and includes 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. In periods of economic uncertainty, this trend may not occur even if interest rates are declining. In third quarter 2020, 40% of the loans funded were home purchases and 60% were refinance transactions.
Finance and Insurance
The finance and insurance component represents 9% of the C&I portfolio as of September 30, 2020 compared to 14% as of December 31, 2019, 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 September 30, 2020, asset-based lending to consumer finance companies represents approximately $1.1 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 September 30, 2020, no TRUP relationship was on interest deferral. As of September 30, 2020, the unpaid principal balance (“UPB”) of trust preferred loans totaled $227.6 million. Inclusive of an amortizing discount on TRUPs of $18.2 million, total reserves (ALLL plus the amortizing discount) for TRUPs and other bank-related loans were $28.5 million, or 13% of outstanding UPB.

C&I Asset Quality Trends
The C&I portfolio trends have been negatively impacted in the third quarter 2020 by economic uncertainty attributable to the COVID-19 pandemic and could continue to be negatively impacted in future periods. The C&I ALLL increased $366.6 million from December 31, 2019, to $489.1 million as of September 30, 2020, primarily due to the steep decline in the economic forecast attributable to the COVID-19 pandemic, the initial allowance recorded on PCD loans, and the adoption of ASU 2016-13.

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The allowance as a percentage of period-end loans increased 84 basis points to 1.45% as of September 30, 2020, compared to .61% as of year-end 2019.
Nonperforming C&I loans increased $138.5 million from December 31, 2019, to $212.8 million on September 30, 2020. The nonperforming loan (“NPL”) ratio increased to 0.63% of C&I loans as of September 30, 2020, from 0.37% as of December 31, 2019. The increase in NPLs was primarily driven by acquired NPLs from IBKC.
The 30+ delinquency ratio increased one basis point as of September 30, 2020. Net charge-offs in third quarter 2020 were $66.2 million compared to $3.3 million and $15.4 million of net charge-offs in fourth quarter 2019 and third quarter 2019, respectively. Third quarter 2020 net charge-offs were primarily driven by losses in the energy portfolio.
The following table shows C&I asset quality trends by segment.
Table 11—C&I Asset Quality Trends by Segment
 2020
Three months ended
(Dollars in thousands)Regional BankNon-StrategicConsolidated
Allowance for loan and lease losses as of July 1$308,461 $10,261 $318,722 
Charge-offs(69,384)(64)(69,448)
Recoveries3,194 6 3,200 
Initial allowance on loans purchased with credit deterioration (b) 137,530 172 137,702 
Provision for loan and lease losses97,112 1,806 98,918 
Allowance for loan and lease losses as of September 30$476,913 $12,181 $489,094 
Net charge-offs % (qtr. annualized)0.78 %N/M0.77 %
Allowance / net charge-offs1.81 xN/M1.86 x
 As of September 30
Period-end loans$33,264,706 $391,011 $33,655,717 
Nonperforming loans212,522 288 212,810 
Troubled debt restructurings153,831 — 153,831 
30+ Delinq. % (a)0.06 %— %0.06 %
NPL %0.64 %0.07 %0.63 %
Allowance / loans %1.43 3.12 1.45 
2019
Three months ended
(Dollars in thousands)Regional BankNon-StrategicConsolidated
Allowance for loan and lease losses as of July 1$114,810 $1,286 $116,096 
Charge-offs(18,598)— (18,598)
Recoveries3,244 1 3,245 
Provision/(provision credit) for loan losses14,478 (1,091)13,387 
Allowance for loan and lease losses as of September 30$113,934 $196 $114,130 
Net charge-offs % (qtr. annualized)0.33 %NM0.32 %
Allowance / net charge-offs1.87 xNM1.87 x
As of December 31
Period-end loans$19,721,457 $329,634 $20,051,091 
Nonperforming loans74,312 — 74,312 
Troubled debt restructurings42,199 — 42,199 
30+ Delinq. % (a)0.05 %— %0.05 %
NPL %0.38 — 0.37 
Allowance / loans %0.62 0.02 0.61 
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.

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Commercial Real Estate
The CRE portfolio was $12.5 billion on September 30, 2020. The CRE portfolio includes both financings for commercial construction and nonconstruction loans. The largest geographical concentrations of balances as of September 30, 2020 are in Florida (28%), North Carolina (12%), Texas (11%), Louisiana (11%), Tennessee (9%), and Georgia (8%), with no other state representing more than 5% of the portfolio. This portfolio 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. Subcategories of CRE consist of multi-family (28%), office (22%), retail (19%), industrial (10%), hospitality (10%), land/land development (2%), and other (9%).
CRE Asset Quality Trends

The CRE portfolio asset quality trends as of September 30, 2020 have been negatively impacted by economic uncertainty attributable to the global COVID-19 pandemic, as well as acquired nonperforming loans during third
quarter 2020, with nonperforming loans up $49.2 million from December 31, 2019. The CRE portfolio could also continue to be negatively impacted in future periods due to COVID-19. The allowance increased to $208.0 million as of September 30, 2020, from $36.1 million as of December 31, 2019 primarily due to the initial allowance recorded on PCD loans in the third quarter 2020 and the impact of COVID-19. Allowance as a percentage of loans increased 83 basis points from 0.83% as of December 31, 2019, to 1.66% as of September 30, 2020. Nonperforming loans as a percentage of total CRE loans increased to 0.41% as of September 30, 2020 from 0.04% at December 31, 2019.

Accruing delinquencies as a percentage of period-end loans increased to 12 basis points as of September 30, 2020, from 2 basis points as of December 31, 2019. Net charge-offs were $1.3 million in third quarter 2020 compared to $0.2 million in third quarter 2019.
The following table shows commercial real estate asset quality trends by segment.


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Table 12—Commercial Real Estate Asset Quality Trends by Segment
 
 2020
Three months ended
(Dollars in thousands)Regional BankNon-StrategicConsolidated
Allowance for loan and lease losses as of July 1$56,723 $562 $57,285 
Charge-offs(3,540)— (3,540)
Recoveries2,243 — 2,243 
Initial allowance on loans purchased with credit deterioration (b) 100,123 — 100,123 
Provision for loan losses51,033 814 51,847 
Allowance for loan and lease losses as of September 30$206,582 $1,376 $207,958 
Net charge-offs % (qtr. annualized)0.04 — 0.04 
Allowance / net charge-offs40.04 x— 40.31 x
As of September 30
Period-end loans$12,440,481 $70,406 $12,510,887 
Nonperforming loans51,061 — 51,061 
Troubled debt restructurings18,994 — 18,994 
30+ Delinq. % (a)0.12 %— %0.12 %
NPL %0.41 — 0.41 
Allowance / loans %1.66 1.95 1.66 
2019
Three months ended
(Dollars in thousands)Regional BankNon-StrategicConsolidated
Allowance for loan and lease losses as of July 1$29,215 $3,738 $32,953 
Charge-offs(369)— (369)
Recoveries181 — 181 
Provision/(provision credit) for loan losses3,797 (937)2,860 
Allowance for loan and lease losses as of September 30$32,824 $2,801 $35,625 
Net charge-offs % (qtr. annualized)0.02 %— 0.02 %
Allowance / net charge-offs43.95 xNM47.70 x
As of December 31
Period-end loans$4,292,199 $44,818 $4,337,017 
Nonperforming loans1,825 — 1,825 
Troubled debt restructurings1,200 — 1,200 
30+ Delinq. % (a)0.02 %— %0.02 %
NPL %0.04 — 0.04 
Allowance / loans %0.79 5.32 0.83 
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.



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CONSUMER LOAN PORTFOLIOS
Consumer Real Estate
The consumer real estate portfolio was $12.3 billion on September 30, 2020, 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 September 30, 2020, are in Florida (31%), Tennessee (26%), Louisiana (10%), North Carolina (9%), Georgia (3%), and Alabama (3%), with no other state representing more than 3% of the portfolio. As of September 30, 2020, approximately 84% of the consumer real estate portfolio was in a first lien position. At origination, weighted average FICO score of this portfolio was 750 and refreshed FICO scores averaged 749 on September 30, 2020. 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 $2.5 billion of the consumer real estate portfolio as of September 30, 2020. 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 September 30, 2020, approximately 86% of FHN's HELOCs are in the draw period compared to approximately 76% as of December 31, 2019. Based on when draw periods are scheduled to end per the line agreement, it is expected that $472.8 million, or 21% of HELOCs currently in the draw period, will enter 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 at least 24 months before the repayment period begins to remind the customer of the terms of their agreement and to inform them of options.
September 30, 2020 and December 31, 2019 include $40.0 million and $18.8 million, respectively, of held-to-maturity consumer mortgage loans secured by residential real estate in process of foreclosure.
The following table shows the HELOCs currently in the draw period and expected timing of conversion to the repayment period.
Table 13—HELOC Draw To Repayment Schedule
 
 September 30, 2020December 31, 2019
(Dollars in thousands)Repayment
Amount		PercentRepayment
Amount		Percent
Months remaining in draw period:
0-12$92,670 4 %$47,455 5 %
13-2474,067 3 58,843 6 
25-3666,411 3 65,833 7 
37-4868,842 3 67,692 7 
49-60170,780 8 75,246 7 
>601,746,350 79 666,001 68 
Total$2,219,120 100 %$981,070 100 %

Consumer Real Estate Asset Quality Trends
Overall, performance of the consumer real estate portfolio remained stable in third quarter 2020. Economic uncertainty attributable to the COVID-19 pandemic could impact future trends. The non-strategic segment is a run-off portfolio and while the absolute dollars of delinquencies, nonaccruals, and 30+ accruing delinquencies increased from year-end, due primarily to acquired loans, the 30+
delinquencies ratio improved while the nonperforming loans ratio remained relatively stable. That trend of increasing deterioration of ratios in the non-strategic segment is likely to continue and may become more skewed as the portfolio shrinks and stronger borrowers are better able than weaker ones to payoff or refinance elsewhere. NPLs as a percentage of loans increased 7 basis points from year-end to 1.46% as of September 30, 2020. The ALLL increased $237.0 million from December 31,

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2019, to $265.4 million as of September 30, 2020, primarily due to the impact of the COVID-19 pandemic, the initial allowance recorded on PCD loans, and the adoption of ASU 2016-13. The allowance as a percentage of loans increased 169 basis points to 2.15% as of September 30, 2020 compared to year-end 2019. Driven by acquired loans, the balance of nonperforming loans increased $94.4 million to $180.1 million as of
September 30, 2020. Loans delinquent 30 or more days and still accruing increased from $42.9 million as of December 31, 2019, to $48.4 million as of September 30, 2020. The portfolio realized net recoveries of $3.5 million in third quarter 2020 compared to net recoveries of $3.3 million in fourth quarter 2019 and net recoveries of $3.6 million in third quarter 2019.

The following table shows consumer real estate asset quality trends by segment.
Table 14—Consumer Real Estate Asset Quality Trends by Segment
 
 2020
Three months ended
(Dollars in thousands)Regional BankCorporateNon-StrategicConsolidated
Allowance for loan and lease losses as of July 1$120,885 N/A$22,872 $143,757 
Charge-offs(1,473)N/A(361)(1,834)
Recoveries1,598 N/A3,713 5,311 
Initial allowance on loans purchased with credit deterioration (b) 42,127 N/A2,014 44,141 
Provision/(provision credit) for loan losses76,994 N/A(2,939)74,055 
Allowance for loan and lease losses as of September 30$240,131 N/A$25,299 $265,430 
Net charge-offs % (qtr. annualized)NMN/ANMNM
Allowance / net charge-offsNMN/ANMNM
As of September 30
Period-end loans$11,874,481 $— $453,388 $12,327,869 
Nonperforming loans122,521 — 57,567 180,088 
Troubled debt restructurings54,036 — 93,862 147,898 
30+ Delinq. % (a)0.31 %— 2.54 %0.39 %
NPL %1.03 — 12.70 1.46 
Allowance / loans %2.02 — 5.58 2.15 
2019
Three months ended (a)
(Dollars in thousands)Regional BankCorporateNon-StrategicConsolidated
Allowance for loan and lease losses as of July 1$14,705 N/A$16,827 $31,532 
Charge-offs(378)N/A(1,095)(1,473)
Recoveries1,124 N/A3,931 5,055 
Provision/(provision credit) for loan losses(644)N/A(3,796)(4,440)
Allowance for loan and lease losses as of September 30$14,807 N/A$15,867 $30,674 
Net charge-offs % (qtr. annualized)NMN/ANMNM
Allowance / net charge-offsNMN/ANMNM
As of December 31 (a)
Period-end loans$5,738,455 $31,473 $407,211 $6,177,139 
Nonperforming loans37,014 1,327 47,353 85,694 
Troubled debt restructurings46,031 2,457 113,758 162,246 
30+ Delinq. % (b)0.50 %5.29 %3.10 %0.70 %
NPL %0.65 4.22 11.63 1.39 
Allowance / loans %0.23 N/A3.71 0.46 
NM—Not meaningful
Loans are expressed net of unearned income. 
(a)In first quarter 2020, the Permanent Mortgage portfolio was combined into Consumer Real Estate portfolio, all prior periods were revised for comparability.
(b)30+ Delinquency % includes all accounts delinquent more than one month and still accruing interest.

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Credit Card and Other
The credit card and other portfolio, which is primarily within the regional banking segment, was $1.2 billion as of September 30, 2020, and primarily includes consumer-related credits, including home equity and other personal consumer loans, credit card receivables, and automobile loans. The allowance increased to $25.6 million as of September 30, 2020, from $13.3 million as December 31,
2019, primarily driven by economic uncertainty attributable to the COVID-19 pandemic, the initial allowance recorded on PCD loans, and the adoption of ASU 2016-13. Loans 30 days or more delinquent and accruing as a percentage of loans decreased 51 basis points from December 31, 2019, to 0.42% as of September 30, 2020. Net charge-offs were $2.5 million in third quarter 2020 compared to $2.6 million in third quarter 2019.
Table 15—Credit Card and Other Asset Quality Trends by Segment
 
 2020
Three months ended
(Dollars in thousands)Regional BankNon-StrategicConsolidated
Allowance for loan and lease losses as of July 1$17,807 $310 $18,117 
Charge-offs(3,271)(248)(3,519)
Recoveries761 236 997 
Initial allowance on loans purchased with credit deterioration (b) 4,762 83 4,845 
Provision/(provision credit) for loan losses5,202 (22)5,180 
Allowance for loan and lease losses as of September 30$25,261 $359 $25,620 
Net charge-offs % (qtr. annualized)0.87 %0.08 %0.83 %
Allowance / net charge-offs2.53 x7.38 x2.55 x
As of September 30
Period-end loans$1,146,005 $66,053 $1,212,058 
Nonperforming loans2,714 164 2,878 
Troubled debt restructurings660 24 684 
30+ Delinq. % (a)0.42 %0.53 %0.42 %
NPL %0.24 0.25 0.24 
Allowance / loans %2.20 0.54 2.11 
 2019
Three months ended
(Dollars in thousands)Regional BankNon-StrategicConsolidated
Allowance for loan and lease losses as of July 1$12,119 $49 $12,168 
Charge-offs(3,300)(597)(3,897)
Recoveries1,022 234 1,256 
Provision for loan losses2,840 353 3,193 
Allowance for loan and lease losses as of September 30$12,681 $39 $12,720 
Net charge-offs % (qtr. annualized)2.02 %2.84 %2.10 %
Allowance / net charge-offs1.40 x0.03 x1.21 x
 As of December 31
Period-end loans$460,742 $35,122 $495,864 
Nonperforming loans36 298 334 
Troubled debt restructurings615 38 653 
30+ Delinq. % (a)0.69 %4.05 %0.93 %
NPL %0.01 0.85 0.07 
Allowance / loans %2.87 0.09 2.68 
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.


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The following table provides additional asset quality data by loan portfolio:
Table 16—Asset Quality by Portfolio
 
September 30December 31
20202019
Key Portfolio Details
C&I
Period-end loans ($ millions)$33,656 $20,051 
30+ Delinq. % (a)0.06 %0.05 %
NPL %0.63 0.37 
Charge-offs % (qtr. annualized)0.77 0.07 
Allowance / loans %1.45 %0.61 %
Allowance / net charge-offs1.86 x9.25 x
Commercial Real Estate
Period-end loans ($ millions)$12,511 $4,337 
30+ Delinq. % (a)0.12 %0.02 %
NPL %0.41 0.04 
Charge-offs % (qtr. annualized)0.04 NM
Allowance / loans %1.66 %0.83 %
Allowance / net charge-offs40.31 xNM
Consumer Real Estate (b)
Period-end loans ($ millions)$12,328 $6,177 
30+ Delinq. % (a)0.39 %0.70 %
NPL %1.46 1.39 
Charge-offs % (qtr. annualized)NMNM
Allowance / loans %2.15 %0.46 %
Allowance / net charge-offsNMNM
Credit Card and Other
Period-end loans ($ millions)$1,212 $496 
30+ Delinq. % (a)0.42 %0.93 %
NPL %0.24 0.07 
Charge-offs % (qtr. annualized)0.83 2.29 
Allowance / loans %2.11 %2.68 %
Allowance / net charge-offs2.55 x1.14 x
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)In first quarter 2020, the Permanent Mortgage portfolio was combined into Consumer Real Estate portfolio, all prior periods were revised for comparability.


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Allowance for Loan and Lease Losses
Management’s policy is to maintain the ALLL at a level sufficient to recognize current expected credit losses on the amortized cost basis of the loan portfolio. The total allowance for loan and lease losses increased to $988.1 million on September 30, 2020, from $200.3 million on December 31, 2019. The ALLL as of September 30, 2020 reflects the adoption of ASU 2016-13 on January 1, 2020, the steep decline in the economic forecast attributable to the COVID-19 pandemic, and an initial allowance on PCD loans of $286.8 million. The ratio of allowance for credit losses to total loans and leases increased 101 basis points to 1.65% on September 30, 2020, compared to 0.64% on December 31, 2019.
The provision for loan and lease losses is the charge to or release of earnings necessary to maintain the ALLL at a sufficient level reflecting management’s estimate of current expected losses on the amortized cost basis of the loan portfolio. Provision expense was $230.0 million in third quarter 2020, compared to $15.0 million provision expense in third quarter 2019. The increase is primarily attributable to a $147.0 million provision for non-PCD assets acquired in the IBKC merger and Truist Bank branch acquisition, as well as from the declining economic forecast attributable to the COVID-19 pandemic.
FHN expects asset quality trends to be impacted by the economic uncertainty attributable to the COVID-19 pandemic. The C&I portfolio reflects a broad mix of categories with the heaviest concentration in loans to mortgage companies which carry minimal credit risk. The C&I portfolio as of September 30, 2020 includes $4.2 billion of loans made under the Paycheck Protection Program ("PPP Loans") of the Small Business Administration ("SBA"). PPP loans are fully government guaranteed with the SBA. Due to the government guarantee and forgiveness provisions, PPP loans are considered to have no credit risk. The CRE portfolio metrics could be impacted by the COVID-19 pandemic due to travel and occupancy restrictions set by state and local governments affecting CRE- Hospitality and CRE-Retail. The consumer portfolio could be impacted by the COVID-19 pandemic if consumer unemployment continues to rise and customers are unable to continue making loan payments. The consumer portfolio, however, is high quality with no subprime and minimal exposure to other traditional categories of high risk lending. The remaining non-strategic consumer real estate should continue to steadily wind down; however, it could be impacted if unemployment continues to rise and borrowers have difficulty making loan payments. Asset quality metrics within non-strategic have become skewed as the portfolio continues to shrink.

Consolidated Net Charge-offs
Net charge-offs in third quarter 2020 were $66.6 million compared to $14.6 million of net charge-offs in third quarter 2019.
Net charge-offs in third quarter 2020 in the commercial portfolio were $67.5 million compared to $15.5 million in net charge-offs in third quarter 2019. Net charge-offs were impacted by higher energy charge-offs in the current quarter. Net recoveries in the consumer real estate portfolio were $3.5 million in third quarter 2020 compared to $3.6 million in net recoveries in third quarter 2019. Net charge-offs in the credit card and other consumer portfolio were $2.5 million in third quarter 2020 compared to $2.6 million a year ago.
Nonperforming Assets
Nonperforming loans are loans placed on nonaccrual if it becomes evident that full collection of principal and interest is at risk, if impairment has been recognized as a partial charge-off of principal balance due to insufficient collateral value and past due status, or (on a case-by-case basis), if FHN continues to receive payments but there are other borrower-specific issues. Included in 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. These, along with OREO, excluding OREO from government insured mortgages, represent nonperforming assets (“NPAs”).
Driven by acquired NPLs, total nonperforming assets (including NPLs HFS) increased to $470.8 million on September 30, 2020, from $181.9 million on December 31, 2019. The nonperforming assets ratio (nonperforming assets excluding NPLs HFS to total period-end loans plus OREO and other assets) increased to 0.78% as of September 30, 2020, from 0.57% as of December 31, 2019. Portfolio nonperforming loans increased to $446.8 million as of September 30, 2020 from $162.2 million as of December 31, 2019. The increase in nonperforming loans was driven by the consumer real estate and CRE portfolios from acquired loans.
The ratio of the ALLL to NPLs in the loan portfolio was 2.21 times as of September 30, 2020, compared to 1.24 times as of December 31, 2019. 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 17 provides an activity rollforward of OREO balances for September 30, 2020 and 2019. The balance of OREO, exclusive of inventory from government insured mortgages, was $17.8 million as of September 30, 2020, an

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increase of $2.1 million from December 31, 2019, driven by acquired OREO from IBKC.
Table 17—Rollforward of OREO
Three Months Ended
September 30		Nine Months Ended
September 30
(Dollars in thousands)2020201920202019
Beginning balance$13,177 $16,593 $15,660 $22,387 
Acquired 8,593 — 8,593 — 
Valuation adjustments(34)(282)(203)(256)
New foreclosed property99 2,862 1,784 5,863 
Disposal(4,068)(1,357)(8,067)(10,178)
Ending balance, September 30 (a)$17,767 $17,816 $17,767 $17,816 
(a)Excludes OREO and receivables related to government insured mortgages of $5.2 million and $9.7 million as of September 30, 2020 and 2019, respectively.
The following table provides consolidated asset quality information for the three months ended September 30, 2020 and 2019, and as of September 30, 2020, and December 31, 2019:
Table 18—Asset Quality Information
 Three Months Ended
September 30,
(Dollars in thousands)20202019
Allowance for loan and lease losses:
Beginning balance on July 1$537,881 $192,749 
Provision for loan and lease losses230,000 15,000 
Charge-offs (a)(78,341)(24,337)
Recoveries11,751 9,737 
Initial allowance on loans purchased with credit deterioration$286,811 $— 
Ending balance on September 30$988,102 $193,149 
Reserve for remaining unfunded commitments88,720 6,890 
Total allowance for loan and lease losses and reserve for unfunded commitments$1,076,822 $200,039 
Key ratios
Allowance / net charge-offs (b)3.73 x3.33 x
Net charge-offs % (c)0.44 %0.19 %
As of September 30As of December 31
Nonperforming Assets by Segment20202019
Regional Banking:
Nonperforming loans (d)$388,817 $113,187 
OREO (e)15,652 12,347 
Total Regional Banking404,469 125,534 
Non-Strategic:
Nonperforming loans (d)58,019 48,978 
Nonperforming loans held for sale, net of fair value adjustment (d)6,188 4,047 
OREO (e)2,115 3,313 
Total Non-Strategic66,322 56,338 
Total nonperforming assets (d) (e)$470,791 $181,872 
(a)The three months ended September 30, 2020 exclude day 1 charge-offs and the related initial allowance on PCD loans is net of these amounts. Under the new CECL standard, the initial ALLL recognized on PCD assets included an additional $237.3 million for charged-

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off loans that had been written off prior to acquisition (whether full or partial) or which met FHN's charge-off policy at the time of acquisition. After charging these amounts off immediately upon acquisition, the net impact was $286.8 million of additional ALLL for PCD loans.
(b)Ratio is total allowance divided by annualized net charge-offs.
(c)Ratio is annualized net charge-offs divided by quarterly average loans, net of unearned income.
(d)Excludes loans that are 90 or more days past due and still accruing interest.
(e)Excludes OREO from government-insured mortgages.

Table 18—Asset Quality Information (continued)
As of September 30As of December 31
20202019
Loans and commitments:
Total period-end loans$59,706,531 $31,061,111 
Potential problem assets (a)698,463 346,896 
Loans 30 to 89 days past due74,042 36,052 
Loans 90 days past due (b) (c)14,615 21,859 
Loans held for sale 30 to 89 days past due (c)4,979 3,732 
Loans held for sale 30 to 89 days past due—guaranteed portion (c) (d)4,712 3,424 
Loans held for sale 90 days past due (c)11,150 6,484 
Loans held for sale 90 days past due—guaranteed portion (c) (d)9,039 6,417 
Remaining unfunded commitments$20,627,190 $12,355,220 
Key ratios
Allowance for loan and lease losses / loans %1.65 %0.64 %
Allowance for loan and lease losses / NPL2.21 x1.24 x
NPA % (e)0.78 %0.57 %
NPL %0.75 %0.52 %
 
(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, SBA, USDA, and GNMA loans repurchased through the GNMA buyout program.
(e)Ratio is non-performing assets related to the loan portfolio to total loans plus OREO and other assets.

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 were $14.6 million on September 30, 2020, compared to $21.9 million on December 31, 2019. The decrease was primarily driven by consumer real estate loans. Loans 30 to 89 days past due were $74.0 million on September 30, 2020, compared to $36.1 million on December 31, 2019. The increase was driven by acquired loans, most notably in the CRE and C&I portfolios.
Potential problem assets represent those assets where information about possible credit problems of borrowers has caused management to have serious doubts about the borrower’s ability to comply with present repayment terms and includes loans past due 90 days or more and still accruing. This definition is believed to be substantially consistent with the standards established by Federal
banking regulators for loans classified as substandard. Potential problem assets in the loan portfolio were $698.5 million on September 30, 2020, $346.9 million on December 31, 2019, and $305.0 million on September 30, 2019. The increase in potential problem assets compared to December 31, 2019 was due to acquired loans in third quarter 2020 and a net increase in classified commercial loans within the C&I portfolio. The current expectation of losses from potential problem assets has been included in management’s analysis for assessing the adequacy of the allowance for loan and lease losses.
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

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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”). See Note 4 – Loans and Leases for further discussion regarding TDRs and loan modifications.
On September 30, 2020 and December 31, 2019, FHN had $321.4 million and $206.3 million portfolio loans classified
as TDRs, respectively. For TDRs in the loan portfolio, FHN had loan loss reserves of $12.6 million and $19.7 million, or 4% and 10% of TDR balances, as of September 30, 2020 and December 31, 2019, respectively. Additionally, FHN had $44.1 million and $51.1 million of HFS loans classified as TDRs as of September 30, 2020 and December 31, 2019, respectively.
The following table provides a summary of TDRs for the periods ended September 30, 2020 and December 31, 2019:
Table 19—Troubled Debt Restructurings 
(Dollars in thousands)As of
September 30, 2020		As of
December 31, 2019
Held-to-maturity:
Consumer real estate (a):
Current81,477 105,525 
Delinquent1,151 4,634 
Non-accrual (b)65,270 52,087 
Total consumer real estate147,898 162,246 
Credit card and other:
Current651 615 
Delinquent22 38 
Non-accrual11 — 
Total credit card and other684 653 
Commercial loans:
Current87,552 10,558 
Delinquent— — 
Non-accrual85,272 32,841 
Total commercial loans172,824 43,399 
Total held-to-maturity$321,406 $206,298 
Held-for-sale:
Current$37,158 $39,014 
Delinquent5,093 8,008 
Non-accrual1,858 4,106 
Total held-for-sale44,109 51,128 
Total troubled debt restructurings$365,515 $257,426 
 
(a)In first quarter 2020, the Permanent Mortgage portfolio was combined into Consumer Real Estate portfolio, all prior periods were revised for comparability.
(b)Balances as of September 30, 2020 and December 31, 2019, include $13.1 million and $12.6 million, respectively, of discharged bankruptcies.
Risk Management
There have been no significant changes to FHN’s risk management practices as described under “Risk Management” beginning on page 88 of Item 7 to FHN’s Annual Report on Form 10-K for the year ended December 31, 2019.


MARKET RISK MANAGEMENT
There have been no significant changes to FHN’s market risk management practices as described under “Market Risk Management” beginning on page 89 of Item 7 to FHN’s Annual Report on Form 10-K for the year ended December 31, 2019.

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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% 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 20—VaR and SVaR Measures

 Three Months Ended
September 30, 2020		Nine Months Ended
September 30, 2020		As of
September 30, 2020
(Dollars in thousands)MeanHighLowMeanHighLow 
1-day
VaR$3,174 $4,399 $2,226 $2,839 $6,783 $1,023 $3,171 
SVaR3,183 4,446 2,226 5,186 17,727 2,226 3,171 
10-day
VaR16,092 21,628 9,769 12,146 24,880 1,807 13,332 
SVaR16,102 21,628 9,769 18,709 43,221 9,316 13,542 
 Three Months Ended
September 30, 2019		Nine Months Ended
September 30, 2019		As of
September 30, 2019
(Dollars in thousands)MeanHighLowMeanHighLow 
1-day
VaR$824 $1,341 $503 $1,086 $1,907 $503 $1,092 
SVaR4,854 6,733 3,157 6,415 9,629 3,157 6,640 
10-day
VaR2,389 4,055 1,499 2,794 4,518 1,499 3,460 
SVaR13,927 20,839 8,803 17,451 28,086 8,803 19,743 
 Year Ended
December 31, 2019		As of
December 31, 2019
(Dollars in thousands)MeanHighLow 
1-day
VaR$1,068 $1,907 $503 $1,325 
SVaR6,198 9,629 3,157 4,579 
10-day
VaR2,824 7,000 1,499 2,233 
SVaR17,367 28,086 8,803 14,975 
2020 VaR and SVaR increased due to extreme volatility as a result of economic uncertainty associated with the COVID-19 pandemic.

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FHN’s overall VaR measure includes both interest rate risk and credit spread risk. Separate measures of these component risks were as follows:
Table 21—Schedule of Risks Included in VaR
 As of September 30, 2020As of September 30, 2019As of December 31, 2019
(Dollars in thousands)1-day10-day1-day10-day1-day10-day
Interest rate risk$3,621 $5,039 $1,379 $7,182 $693 $3,929 
Credit spread risk2,689 9,688 661 1,407 417 828 
2020 VaR and SVaR increased due to extreme volatility as a result of economic uncertainty associated with the COVID-19 pandemic.

The potential risk of loss reflected by FHN’s VaR measures assumes the trading securities inventory is static. Because FHN’s Fixed Income division procures fixed income securities for purposes of distribution to customers, its trading securities inventory turns over regularly. Additionally, Fixed Income traders actively manage the trading securities inventory continuously throughout each trading day. Accordingly, FHN’s trading securities inventory is highly dynamic, rather than static. As a result, it would be rare for Fixed Income to incur a negative revenue day in its fixed income activities of the level indicated by its VaR measurements.
In addition to being used in FHN’s daily market risk management process, the VaR and SVaR measures are also used by FHN in computing its regulatory market risk capital requirements in accordance with the Market Risk Capital rules. For additional information regarding FHN's capital adequacy refer to the "Capital" section of this MD&A.
FHN also performs stress tests on its trading securities portfolio to calculate the potential loss under various assumed market scenarios. Key assumed stresses used in those tests are:
Down 25 bps - assumes an instantaneous downward move in interest rates of 25 basis points at all points on the interest rate yield curve.
Up 25 bps - assumes an instantaneous upward move in interest rates of 25 basis points at all points on the interest rate yield curve.
Curve flattening - assumes an instantaneous flattening of the interest rate yield curve through an increase in short-term rates and a decrease in long-term rates. The 2-year point on the Treasury yield curve is assumed to increase 15 basis points and the 10-year point on the Treasury yield curve is assumed to decrease 15 basis points. Shifts in other points on the yield curve are predicted based on their correlation to the 2-year and 10-year points.
Curve steepening - assumes an instantaneous steepening of the interest rate yield curve through a decrease in short-term rates and an increase in long-term rates. The 2-year point on the Treasury yield curve is assumed to decrease 15 basis points and the 10-year point on the Treasury yield
curve is assumed to increase 15 basis points. Shifts in other points on the yield curve are predicted based on their correlation to the 2-year and 10-year points.
Credit spread widening - assumes an instantaneous increase in credit spreads (the difference between yields on Treasury securities and non-Treasury securities) of 25 basis points.
Model Validation
Trading risk management personnel within Fixed Income have primary responsibility for model risk management with respect to the model used by FHN to compute its VaR measures and perform stress testing on the trading inventory. Among other procedures, these personnel monitor model results and perform periodic backtesting as part of an ongoing process of validating the accuracy of the model. These model risk management activities are subject to annual review by FHN’s Model Validation Group, an internal assurance group charged with oversight responsibility for FHN’s model risk management.
INTEREST RATE RISK MANAGEMENT
There have been no significant changes to FHN's interest rate risk management practices as described under "Interest Rate Risk Management" beginning on page 90 of Item 7 to FHN's Annual Report on Form 10-K for the year ended December 31, 2019.
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 risk and to formulate strategies to improve balance sheet positioning, earnings, or both, within FHN’s interest rate risk, liquidity, and capital guidelines. Interest rate exposure is measured by forecasting 12 months of NII under various interest rate scenarios and comparing the

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percentage change in NII for each scenario to a base case scenario where interest rates remain unchanged. Assumptions are made regarding future balance sheet composition, interest rate movements, and loan and deposit pricing.  In addition, assumptions are made about the magnitude of asset prepayments and earlier than anticipated deposit withdrawals. The results of these scenarios help FHN develop strategies for managing exposure to interest rate risk. While management believes the assumptions used and scenarios selected in its simulations are reasonable, simulation modeling provides only an estimate, not a precise calculation, of exposure to any given change in interest rates.
Based on a static balance sheet as of September 30, 2020, NII exposures over the next 12 months assuming rate shocks of plus 25 basis points, 50 basis points, 100 basis points, and 200 basis points are estimated to have favorable variances of 1.9%, 3.6% , 6.8%, and 10.7%, respectively compared to base NII. A steepening yield curve scenario where long-term rates increase by 50 basis points and short-term rates are static, results in a favorable NII variance of 1.4%. A flattening yield curve scenario where long-term rates decrease by 50 basis points and short-term rates are static, results in an unfavorable NII variance of 1.5%. Rate shocks of minus 25 basis points and 50 basis points result in unfavorable NII variances of 2.3% and 2.7%, assuming the absence of negative rates. These hypothetical scenarios are used to create a risk measurement framework, and do not necessarily represent management’s current view of future interest rates or market developments.
FHN’s net interest income has been, and likely will continue to be, impacted by the disruption from the COVID-19 pandemic. The increase in the unemployment rate, customer loan deferral requests, the impact of government assistance programs, and other developments have influenced net interest income results. FHN is monitoring current economic trends and potential exposures closely.
CAPITAL RISK MANAGEMENT AND ADEQUACY
There have been no significant changes to FHN's capital management practices as described under "Capital Risk Management and Adequacy" on page 91 of Item 7 to FHN's Annual Report on Form 10-K for the year ended December 31, 2019.
OPERATIONAL RISK MANAGEMENT
There have been no significant changes to FHN's operational risk management practices as described under "Operational Risk Management" beginning on page 91 of Item 7 to FHN's Annual Report on Form 10-K for the year ended December 31, 2019.
COMPLIANCE RISK MANAGEMENT
There have been no significant changes to FHN's compliance risk management practices as described under "Compliance Risk Management" on page 92 of Item 7 to FHN's Annual Report on Form 10-K for the year ended December 31, 2019.
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 92 of Item 7 to FHN's Annual Report on Form 10-K for the year ended December 31, 2019.
LIQUIDITY RISK MANAGEMENT
Among other things, ALCO 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. 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 and collateral needs. Key liquidity ratios, asset liquidity levels and the amount available from funding sources are reported to ALCO on a regular basis. FHN’s Liquidity Policy establishes liquidity limits that are deemed appropriate for FHN’s risk profile.
In accordance with the Liquidity Policy, ALCO manages FHN’s exposure to liquidity risk through a dynamic, real 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 ($14.3 billion was available at September 30, 2020), brokered deposits, loan sales, syndications, and access to the Federal Reserve Bank.
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 institution's 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 noninterest bearing

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accounts. The ratio of total loans, excluding loans HFS and restricted real estate loans, to core deposits was 98% for September 30, 2020 and December 31, 2019.
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 correspondent bank 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 transactions accounted for as secured borrowings with Regional Banking’s business customers or Fixed Income’s broker dealer counterparties.
Both FHN and First Horizon Bank 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 May 2020, FHN issued $800 million of senior capital notes. In April 2020, First Horizon Bank issued $450 million of subordinated notes. These subordinated notes qualify as Tier 2 capital for First Horizon Bank as well as FHN, up to certain regulatory limits for minority interest capital instruments.
Both FHN and First Horizon Bank 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 Non-Cumulative Perpetual Preferred Stock, Series A, and in May 2020, FHN issued $150 million of Non-Cumulative Perpetual Preferred Stock, Series E. On July 2, 2020, as a result of the IBKC merger, FHN issued $237.5 million of three new series of Non-Cumulative Perpetual Preferred Stock (Series B, Series C, and Series D).
As of September 30, 2020, First Horizon Bank and subsidiaries had outstanding preferred shares of $295.4 million, which are reflected as noncontrolling interest on the Consolidated Balance Sheets.

Parent company liquidity is primarily provided by cash flows stemming from dividends and interest payments collected from subsidiaries. These sources of cash represent the primary sources of funds to pay cash dividends to shareholders and principal and interest to debt holders of FHN. The amount paid to the parent company through First Horizon Bank common dividends is managed as part of FHN’s overall cash management process, subject to applicable regulatory restrictions. Certain regulatory restrictions exist regarding the ability of First Horizon Bank to transfer funds to FHN in the form of cash, common dividends, loans, or advances. At any given time, the pertinent portions of those regulatory restrictions allow First Horizon Bank to declare preferred or common
dividends without prior regulatory approval in an aggregate amount equal to First Horizon Bank’s retained net income for the two most recent completed years plus the current year to date. For any period, First Horizon Bank’s ‘retained net income’ generally is equal to First Horizon Bank’s regulatory net income reduced by the preferred and common dividends declared by First Horizon Bank. Applying the dividend restrictions imposed under applicable federal and state rules as outlined above, the Bank’s total amount available for dividends was $806.4 million as of October 1, 2020. Additionally, a capital conservation buffer of 50 basis points above well-capitalized levels (equal to an extra 2.50% above minimum levels) must be maintained on the Common Equity Tier 1, Tier 1 Capital and Total Capital ratios to avoid restrictions on dividends. First Horizon Bank declared and paid common dividends to the parent company in the amounts of $65 million and $115 million in first and third quarter 2020 and $345.0 million in 2019. First Horizon Bank declared and paid preferred dividends in first, second, and third quarter 2020 and each quarter of 2019. Additionally, First Horizon Bank declared preferred dividends in fourth quarter 2020, payable in January 2021.
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 First Horizon Bank. FHN is subject to the capital conservation buffer requirements as described in the above paragraph for First Horizon Bank. Additionally, banking regulators generally require insured banks and bank holding companies to pay cash dividends only out of current operating earnings. Consequently, the decision of whether FHN will pay future dividends and the amount of dividends will be affected by current operating results. FHN paid a cash dividend of $0.15 per common share on October 1, 2020. FHN paid cash dividends of $331.25 per Series B preferred share and $165.00 per Series C preferred share on August 3, 2020, $1,550.00 per Series A preferred share and $2,383.33 per Series E preferred share on October 13, 2020 and $165.00 per Series C preferred share and $305.00 per Series D preferred share on November 2, 2020. In addition, in October 2020 the Board approved cash dividends per share in the following amounts:.
Dividend/ShareRecord DatePayment Date
Common Stock$0.15 12/11/202001/04/2021
Preferred Stock
Series A$1,550.00 12/24/202001/11/2021
Series B$331.25 01/15/202102/01/2021
Series C$165.00 01/15/202102/01/2021
Series E$1,625.00 12/24/202001/11/2021

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Repurchase Obligations, Off-Balance Sheet Arrangements, and Other Contractual Obligations
Obligations from Pre-2009 Mortgage Businesses

Prior to September 2008 FHN originated loans through its pre-2009 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 government-sponsored entities, or "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 First Horizon 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 First Horizon proprietary securitizations. In addition to First Horizon proprietary securitization and other whole loan sales activities, FHN also originated and sometimes sold or securitized second-lien, line of credit, and government-insured mortgage loans.

From these pre-2009 activities, FHN has incurred substantial losses stemming from obligations to repurchase loans, pay make-whole amounts, or otherwise resolve claims that loans which FHN originated, or FHN's servicing of those loans, were deficient in a manner for which FHN was liable. Many years ago, FHN established a repurchase and foreclosure liability, or reserve, in connection with those claims. FHN has settled many claims, and the reserve is reduced each time a claim is settled. As discussed in Note 11 - Contingencies and Other Disclosures, FHN's principal remaining exposures for those activities relate to (i) indemnification claims by underwriters, loan purchasers, and other parties which assert that FHN-originated loans caused or contributed to losses which FHN is legally obliged to indemnify, and (ii) indemnification or other claims related to FHN's servicing of pre-2009 mortgage loans.
Servicing Obligations
FHN's national servicing business was sold as part of the platform sale in 2008. A significant amount of mortgage servicing rights ("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 including a subservicing arrangement initiated in 2011 (the "2011 subservicer"). In fourth quarter 2013 and first quarter 2014, FHN sold and transferred a substantial majority of its remaining servicing obligations and servicing assets (including advances) to the 2011 subservicer. The
servicing still retained by FHN is not significant and continues to be subserviced.

As servicer, FHN had contractual obligations to the owners of the loans (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.

As mentioned in Note 11 - Contingencies and Other Disclosures - FHN has received a notice of indemnification claims from its 2011 subservicer, Nationstar Mortgage LLC, currently doing business as "Mr. Cooper." The notice asserts several categories of indemnity obligations by FHN to Nationstar in connection with mortgage loans under the subservicing arrangement and under the purchase transaction. This matter currently is not in formal litigation, but litigation in the future is possible.
Repurchase Accrual Methodology
FHN’s approach for determining the adequacy of the repurchase and foreclosure reserve has evolved, sometimes substantially, based on changes in information available. Repurchase/make-whole rates vary based on purchaser, vintage, and claim type. For those loans repurchased or covered by a make-whole payment, cumulative average loss severities range between 50 and 60 percent of the UPB.
Repurchase Accrual Approach
In determining potential loss content, claims are analyzed by purchaser, vintage, and claim type. FHN considers various inputs including claim rate estimates, historical average repurchase and loss severity rates, mortgage insurance cancellations, and mortgage insurance curtailment requests. Inputs are applied to claims in the active pipeline, as well as to historical average inflows to estimate loss content related to potential future inflows. Management also evaluates the nature of claims from purchasers and/or servicers of loans sold to determine if qualitative adjustments are appropriate.
Repurchase and Foreclosure Liability
The repurchase and foreclosure liability is comprised of accruals to cover estimated loss content in the active pipeline (consisting of mortgage loan repurchase, make-whole, foreclosure/servicing demands and certain related exposures), estimated future inflows, and estimated loss content related to certain known claims not currently included in the active pipeline. The liability contemplates repurchase/make-whole and damages obligations and estimates for probable incurred losses associated with loan populations excluded from the settlements with the GSEs,

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as well as other whole loans sold, mortgage insurance cancellations rescissions, and loans included in bulk servicing sales effected prior to the settlements with the GSEs. FHN compares the estimated probable incurred losses determined under the applicable loss estimation approaches for the respective periods with current reserve
levels. Changes in the estimated required liability levels are recorded as necessary through the repurchase and foreclosure provision. The repurchase and foreclosure liability increased to $15.9 million on September 30, 2020 from $14.5 million on December 31, 2019.
Market Uncertainties and Prospective Trends
FHN’s future results could be affected both positively and negatively by several known trends. Key among those are changes in the U.S. and global economy and outlook, government actions affecting interest rates, availability and the administration of stimulus relief for the economy. Additional impacts include how the pandemic affects FHN’s customers, as well as political uncertainty, potential changes in federal policies and the potential impact to our customers, and FHN’s strategic initiatives.
FHN's performance, and the entire U.S. financial services industry, is affected considerably by the overall health of the U.S. and global economy and outlook. Furthermore, FHN may be directly or indirectly impacted by global events that impact clients and their businesses. The global COVID-19 pandemic has led to periods of significant volatility in financial commodities (including oil and gas) and other markets, and has adversely affected FHN’s and its clients' ability to conduct normal business, and could harm FHN’s business and future results of operations.
In March 2020 the Federal Reserve lowered short-term interest rates twice and started a “quantitative easing” program intended to lower longer-term interest rates and foster access to credit. The effective yields of 10-year and 30-year U.S. Treasury securities achieved record low rates and the U.S. Congress enacted relief legislation which, among other things, is intended to provide emergency credit to businesses at risk for failure from government and public actions related to the COVID-19 pandemic, and to mitigate the severity of an economic recession. These changes in interest rates and the volatility in the market are likely to negatively impact FHN’s net interest margin. In the near term, amortization of net processing fees related to government relief programs, including the Paycheck Protection Program ("PPP"), may offset a portion of the net interest margin decline.
The economic effects of the COVID-19 pandemic have significantly altered business in the U.S. and globally leading to partial or full business closures, individuals being furloughed or laid off, significant increases in unemployment, and workers being partially or wholly ordered to work from home. Disruption to FHN’s customers due to governmental and societal responses to COVID-19 are likely to adversely affect FHN’s loan and deposit fee income and could create downward loan migration and a corresponding increase in loan loss expense and reserves. In addition, loan charge-offs likely will increase over time, especially if economic disruption
related to the COVID-19 pandemic continues for an extended period of time. Furthermore, government programs under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and other guidance intended to provide relief to customers through temporary modifications and deferrals, may in some instances mask or postpone reporting of credit problems and potential defaults. In these circumstances, current credit quality indicators may not be reflective of the underlying health of FHN's portfolios.
Given the ongoing and dynamic nature of the circumstances, it is difficult to predict the impact of the COVID-19 pandemic on the businesses of FHN for the remainder of 2020 or afterward.
In 2017, the Chief Executive of the United Kingdom Financial Conduct Authority, which regulates the London InterBank Offered Rate (“LIBOR”), announced that it intends to halt persuading or compelling banks to submit rates for the calculation of LIBOR after 2021. As a result, LIBOR as currently operated may not continue after 2021. FHN is not currently able to predict the impact that the transition from LIBOR will have on FHN; however, because FHN has instruments with floating rate terms based on LIBOR, FHN may experience increases in interest, dividends, and other costs relative to these instruments subsequent to 2021. Additionally, the transition from LIBOR could impact or change FHN’s hedge accounting practices. FHN has initiated efforts to 1) develop an inventory of affected loans, securities, and derivatives, 2) evaluate and draft modifications as needed to address loans outstanding at the time of LIBOR retirement, 3) obtain an understanding of the potential effects for applicable securities and derivatives and 4) assess revisions to product pricing structures based on alternative reference rates. In March 2020, the FASB issued ASU 2020-04, “Facilitation of the Effects of Reference Rate Reform on Financial Reporting,” which provides several optional expedients and exceptions to ease the potential burden in accounting for reference rate reform. Refer to the Accounting Changes Issued but Not Currently Effective section of Note 1 - Financial Information for additional information. Additionally, the IRS has released a proposal that is intended to facilitate the transition of existing contracts from LIBOR to new reference rates without triggering modification accounting or taxable exchange treatment for those contracts. This proposal contains specific guidance that must be met in

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order to qualify for the beneficial transition approach and FHN is considering this guidance in its transition plans.
FHN has prioritized expense discipline to include reducing or controlling certain expenses including realization of merger efficiencies, enabling the investment into revenue-producing activities, customer-facing technology, and critical infrastructure. FHN remains committed to organic growth through customer retention, key hires, targeted incentives, and other traditional means.
Lastly, while FHN has resolved most matters from the pre-2009 mortgage business, some remain unresolved. The timing or financial impact of resolution of these matters cannot be predicted with accuracy. Accordingly, the non-strategic segment may occasionally and unexpectedly impact FHN’s overall quarterly results negatively or positively with reserve accruals or releases. Also, although new pre-2009 mortgage business 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 pre-2009 mortgage business matters remains.
Foreclosure Practices
FHN retains exposure for potential deficiencies in servicing related to its pre-2009 mortgage servicing business and subservicing arrangements. Further details regarding these matters are provided in
"Obligations from Pre-2009 Mortgage Businesses - Servicing Obligations" under "Repurchase Obligations, Off-Balance Sheet Arrangements, and Other Contractual Obligations."
FHN response to the COVID-19 pandemic
As previously mentioned, the COVID-19 pandemic has, and will continue, to directly and indirectly impact FHN and our customers. FHN has adapted many operations to help ensure the health and safety of employees and customers during these uncertain times. Among other things, FHN has implemented remote work policies, encouraged contactless banking or in-person branch activities to be handled by appointment, as well as additional sick time and child care assistance for employees.
Loans
FHN is actively monitoring the COVID-19 pandemic and its impact on customers and FHN’s credit quality. FHN continues to reach out to customers to discuss challenges and solutions, provide line draws and new extensions to existing customers, provide support for small businesses through the PPP (discussed in more detail below) and other stimulus programs, as well as provide lending and deposit assistance through deferrals and waived fees. Additionally, in certain sectors, FHN has reduced or stopped new lending.
Paycheck Protection Program
In 2020 Congress created the foundation for a paycheck protection program ("PPP"). Under the PPP, qualifying businesses may receive loans from private lenders, such as FHN, that are fully guaranteed by the Small Business Administration. These loans potentially are partly or fully forgivable, depending upon the borrower’s use of the funds and maintenance of employment levels; to the extent forgiven, the borrower is relieved from payment, while the lender still is paid from the program. Congress has revised the PPP this year, and may make further revisions to PPP in the future.
Lenders making PPP loans are paid a fee by the Small Business Administration. Gross lender fees range from 1% to 5% of the loan amount. A borrower can use an agent to assist in the preparation of their PPP applications, with the costs of the agent potentially being paid from the gross lender fee. Additionally, originating banks have certain internal costs of originating PPP loans.

FHN originated/acquired through merger 32,727 of PPP loans with an aggregate principal of $4.2 billion through September 30, 2020. For these loans, FHN anticipates recognizing net lender fees of approximately $60 million. FHN has decided to hold its PPP loans for investment. Therefore, the amount of SBA fees net of total direct origination costs are deferred as a discount to the recorded carrying value of the PPP loans. This discount is being amortized prospectively to interest income. SBA loan forgiveness payments are considered prepayments of the related loans. Under existing accounting principles, amortization of net origination fees can reflect expected prepayment activity if prepayments are determined to be probable and both the timing and volume can be reasonably estimated. Based on the current terms of the PPP loans, including the expected end of the payment deferral period, FHN estimates that substantially all of the prepayment-eligible portions of PPP loans will be prepaid by the end of 2021 as these loans are forgiven. These estimated prepayments result in a similar amount of the net fees being recognized in interest income.
Since PPP loans carry a full SBA guarantee, they do not have any credit risk and will not affect the amount of provision and ALLL recorded. FHN has assigned a risk weight of zero to PPP loans for regulatory capital purposes.
Lending Assistance for Borrowers
Other customer support initiatives include incremental lending assistance for borrowers through delayed payment programs and fee waivers. The following table provides the UPB of loans related to deferrals granted to FHN’s customers that have been processed through September 30, 2020.

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(Dollars in thousands)As of September 30, 2020
Commercial:
Commercial and industrial$352,124 
Commercial real estate556,063 
Total Commercial$908,187 
Consumer:
HELOC$21,750 
R/E installment loans404,983 
Credit Card and Other2,980 
Total Consumer429,713 
Total$1,337,900 
Commercial deferrals processed in our different lines of business were comprised primarily of general commercial (75% or $684.5 million), private client (10% or $90.0 million), specialty (7% or $66.0 million - primarily franchise finance), and professional commercial real estate (5% or $46.5 million).





Critical Accounting Policies
Except for the changes to the following Allowance for Loan and Lease Losses and Business Combinations sections, there have been no significant changes to FHN’s critical accounting policies as described in “Critical Accounting Policies” beginning on page 99 of Item 7 to FHN’s Annual Report on Form 10-K for the year ended December 31, 2019.
ALLOWANCE FOR LOAN AND LEASE LOSSES
Management’s policy is to maintain the ALLL at a level sufficient to absorb expected credit losses in the loan and lease portfolio. Management performs periodic and systematic detailed reviews of its loan and lease portfolio to identify trends and to assess the overall collectability of the portfolio. Management believes the accounting estimate related to the ALLL is a “critical accounting estimate” as: (1) changes in it can materially affect the provision for loan and lease losses and net income, (2) it requires management to predict borrowers’ likelihood or capacity to repay, including evaluation of inherently uncertain future economic conditions, (3) prepayment activity must be projected to estimate the life of loans that often are shorter than contractual terms, (4) it requires estimation of a reasonable and supportable forecast period for credit losses for loan portfolio segments before reversion to historical loss levels over the remaining life of a loan and (5) expected future recoveries of amounts previously charged off must be estimated. Accordingly, this is a highly subjective process and requires significant judgment since it is difficult to evaluate current and future economic conditions in relation to an overall credit cycle and estimate the timing and extent of loss events that are expected to occur prior to end of a loan’s estimated life. The ALLL is increased by the provision for loan and lease losses and recoveries and is decreased by charged-off loans. Principal loan amounts are charged off against the ALLL in the period in which the loan or any portion of the loan is deemed to be uncollectible. This critical accounting estimate applies to the regional banking, non-strategic, and corporate segments. A management committee comprised of representatives from Risk Management, Finance, Credit,
and Treasury performs a quarterly review of the assumptions used in FHN’s ALLL analytical models, makes qualitative assessments of the loan and lease portfolio, and determines if qualitative adjustments should be recommended to the modeled results. On a quarterly basis, as a part of Enterprise Risk reporting and discussion, management addresses credit reserve adequacy and credit losses with the Executive and Risk Committee of FHN’s Board of Directors.
FHN believes that the critical assumptions underlying the accounting estimates made by management include: (1) the commercial loan portfolio has been properly risk graded based on information about borrowers in specific industries and specific issues with respect to single borrowers; (2) borrower specific information made available to FHN is current and accurate; (3) the loan portfolio has been segmented properly and individual loans have similar credit risk characteristics and will behave similarly; (4) the lives for loan portfolio pools have been estimated properly, including consideration of expected prepayments; (5) the economic forecasts utilized in the modeling of expected credit losses are reflective of future economic conditions; (6) entity-specific historical loss information has been properly assessed for all loan portfolio segments as the initial basis for estimating expected credit losses; (7) the reasonable and supportable periods for loan portfolio segments have been properly determined; (8) the reversion methodologies and timeframes for migration from the reasonable and supportable period to the use of historical loss rates are reasonable; (9) expected recoveries of prior charge off amounts have been properly estimated; and (10)  qualitative adjustments to modeled loss results reasonably reflect expected future credit losses as of the date of the financial statements.
While management uses the best information available to establish the ALLL, future adjustments to the ALLL and methodology may be necessary if economic or other conditions differ substantially from the assumptions used in making the estimates. Such adjustments to original estimates, as necessary, are made in the period in which

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these factors and other relevant considerations indicate that loss levels vary from previous estimates.
See Note 1 - Financial Information and Note 5 - Allowance for Credit Losses for detail regarding FHN’s processes, models, and methodology for determining the ALLL.

BUSINESS COMBINATIONS

Pursuant to applicable accounting guidance FHN generally recognizes assets acquired, including identified intangible assets, and the liabilities assumed in acquisitions at their fair values as of the acquisition date, with the merger-related transaction costs expensed in the period incurred. Specified items such as net investment in leases as lessor, acquired operating lease assets and liabilities as lessee, employee benefit plans and income-tax related balances are recognized in accordance with accounting guidance that results in measurements other than fair value. Determining the fair value of assets acquired, including identified intangible assets, and liabilities assumed follows the fair value hierarchy described in Note 17 – Fair Value of Assets & Liabilities. This often involves estimates based on internal or third-party valuations which include appraisals, discounted cash flow analysis or other valuation techniques that may include estimates of attrition, inflation, asset growth rates, discount rates, credit risk, multiples of earnings or other relevant factors. The credit allowance for
PCD assets is recognized within business combination accounting. The credit allowance for non-PCD assets is recognized as provision expense in the same reporting period as the business combination.

Premiums and discounts on acquired AFS debt securities and loans and leases held for investment are amortized to interest income over their estimated remaining lives, which may include prepayment estimates in certain circumstances. Premiums and discounts on acquired debt are amortized to interest expense over their remaining lives. In addition, the determination of the useful lives over which identified finite-life intangible assets will be amortized is subjective. Intangible assets are generally amortized using an accelerated methodology that reflects the cash flow projections utilized in the applicable valuation.
ACCOUNTING CHANGES ISSUED BUT NOT CURRENTLY EFFECTIVE
Refer to Note 1 – Financial Information for a detail of accounting standards that have been issued but are not currently effective, which section is incorporated into MD&A by this reference.


FIRST HORIZON NATIONAL CORP. 3Q20 FORM 10-Q REPORT 128


Non-GAAP Information
The following table provides a reconciliation of non-GAAP items presented in this MD&A to the most comparable GAAP presentation:
Table 22—Non-GAAP to GAAP Reconciliation
Three Months Ended
September 30		Nine Months Ended
September 30
(Dollars in thousands)2020201920202019
Pre-provision Net Revenue ("PPNR")
Net interest income (GAAP)$532,365 $300,676 $1,140,511 $898,794 
Plus: Noninterest income (GAAP)822,923 171,735 1,203,948 470,773 
Total revenues (GAAP)1,355,288 472,411 2,344,459 1,369,567 
Less: Noninterest expense (GAAP)587,040 308,306 1,210,139 904,883 
PPNR (Non-GAAP)768,248 164,105 1,134,320 464,684 
Provision for credit losses (GAAP)227,000 14,366 502,388 36,273 
Income before income taxes (pre-tax income ("PTI")) (GAAP)$541,248 $149,739 $631,932 $428,411 
Average Tangible Common Equity (Non-GAAP)
Average total equity (GAAP)8,072,000 4,962,341 6,071,331 4,880,806 
Less: Average noncontrolling interest (a)295,431 295,431 295,431 295,431 
Less: Average preferred stock (a)467,963 95,624 238,594 95,624 
(A) Total average common equity$7,308,606 $4,571,286 $5,537,306 $4,489,751 
Less: Average intangible assets (GAAP) (b)1,793,546 1,572,312 1,636,886 1,578,458 
(B) Average Tangible Common Equity (Non-GAAP)$5,515,060 $2,998,974 $3,900,420 $2,911,293 
Net Income Available to Common Shareholders
(C) Net income available to common shareholders (annualized) (GAAP)$2,081,979 $434,469 $784,994 $425,011 
Tangible Common Equity (Non-GAAP)
(D) Total equity (GAAP)8,144,142 4,996,043 8,144,142 4,996,043 
Less: Noncontrolling interest (a)295,431 295,431 295,431 295,431 
Less: Preferred stock (a)470,370 95,624 470,370 95,624 
(E) Total common equity$7,378,341 $4,604,988 $7,378,341 $4,604,988 
Less: Intangible assets (GAAP) (b)1,876,131 1,569,193 1,876,131 1,569,193 
(F) Tangible common equity (Non-GAAP)$5,502,210 $3,035,795 $5,502,210 $3,035,795 
Tangible Assets (Non-GAAP)
(G) Total assets (GAAP)83,029,579 43,717,684 83,029,579 43,717,684 
Less: Intangible assets (GAAP) (b)1,876,131 1,569,193 1,876,131 1,569,193 
(H) Tangible assets (Non-GAAP)$81,153,448 $42,148,491 $81,153,448 $42,148,491 
Period-end Shares Outstanding
(I) Period-end shares outstanding554,788 312,478 554,788 312,478 
Ratios
(C)/(A) Return on average common equity (“ROCE”) (GAAP) (c)28.49 %9.50 %14.18 %9.47 %
(C)/(B) Return on average tangible common equity (“ROTCE”) (Non-GAAP) (d)37.75 14.49 20.13 14.60 
(D)/(G) Total equity to total assets (GAAP)9.81 11.43 9.81 11.43 
(F)/(H) Tangible common equity to tangible assets (“TCE/TA”) (Non-GAAP)6.78 7.20 6.78 7.20 
(E)/(I) Book value per common share (GAAP)$13.30 $14.80 $13.30 $14.80 
(F)/(I) Tangible book value per common share (Non-GAAP)$9.92 $9.76 $9.92 $9.76 
(a)Included in Total equity on the Consolidated Balance Sheets.
(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.

FIRST HORIZON NATIONAL CORP. 3Q20 FORM 10-Q REPORT 129


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 119 of this report and the subsections entitled “Market Risk Management” beginning on page 119 and “Interest Rate Risk Management” beginning on page 121 of this report, and
(b)
Note 15 to the Consolidated Financial Statements appearing on pages 62-69 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 Item 7 to FHN’s Annual Report on Form 10-K for the year ended December 31, 2019, including in particular the section entitled “Risk Management” beginning on page 88 of that Report and the subsections entitled “Market Risk Management” beginning on page 89 and “Interest Rate Risk Management” beginning on page 90 of that Report; and Note 22 to the Consolidated Financial Statements appearing on pages 194-200 of Item 8 to FHN’s Annual Report on Form 10-K for the year ended December 31, 2019.

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. Other than as explained below, there have not been any changes in FHN’s internal control over financial reporting during the third fiscal quarter that have materially affected, or are reasonably likely to materially affect, FHN’s internal control over financial reporting.
On July 1, 2020, FHN and IBERIABANK Corporation ("IBKC") closed their merger-of-equals transaction. As permitted by Securities and Exchange Commission rules, we have elected to exclude IBKC from our assessment of internal control over financial reporting as of December 31, 2020. Our integration of IBKC’s systems and processes with our own could cause changes to our internal controls over financial reporting in future periods.






FIRST HORIZON NATIONAL CORP. 3Q20 FORM 10-Q REPORT 130


---------------------------
Part II. OTHER INFORMATION
---------------------------

Item 1.    Legal Proceedings
The “Contingencies” section of Note 11 to the Consolidated Financial Statements beginning on page 50 of this Report is incorporated into this Item by reference.

Item 1A.    Risk Factors

Material changes from risk factor disclosures in FHN’s Annual Report on Form 10-K for the year ended December 31, 2019 and from supplemental risk factor disclosures in its Quarterly Report on Form 10-Q for the period ended March 31, 2020:

Not Applicable


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

 (a) & (b)Not Applicable
(c)
The "Common Stock Purchase Programs” section including tables 9(a) and 9(b) and explanatory discussions 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 106 of this report, is incorporated herein by reference.

Items 3, 4, and 5

Not applicable

FIRST HORIZON NATIONAL CORP. 3Q20 FORM 10-Q REPORT 131


Item 6.    Exhibits
(a) Exhibits
In the Exhibit Table below: the “Filed Here” column denotes each exhibit which is filed or furnished (as applicable) with this report; the “Mngt Exh” column denotes each exhibit that represents a management contract or compensatory plan or arrangement required to be identified as such; and the “Furnished” column denotes each exhibit that is “furnished” pursuant to 18 U.S.C. Section 1350 or otherwise, and is not “filed” as part of this Report or as a separate disclosure document.
In many agreements filed as exhibits, each party makes representations and warranties to other parties. Those representations and warranties are made only to and for the benefit of those other parties in the context of a business contract. Exceptions to such representations and warranties may be partially or fully waived by such parties, or not enforced by such parties, in their discretion. No such representation or warranty may be relied upon by any other person for any purpose.
Exh NoDescription of Exhibit to this ReportFiled HereMngt ExhFurn-ishedIncorporated by Reference to
FormExh NoFiling Date
3.1Restated Charter of First Horizon National Corporation8-K3.110/29/2020
3.2Bylaws of First Horizon National Corporation, as amended and restated effective October 27, 20208-K3.210/29/2020
4.1Deposit Agreement, dated as of January 31, 2013, by and among First Horizon National Corporation, Wells Fargo Bank, N.A., as depositary, and the holders from time to time of the depositary receipts described therein [Series A]8-K4.11/31/2013
4.2Form of certificate representing Series A Preferred Stock8-K4.21/31/2013
4.3Form of Depositary Receipt-Series A (included as part of Exhibit 4.1 to this report)8-K4.31/31/2013
4.4Deposit Agreement, dated as of July 1, 2020, by and among First Horizon National Corporation, Equiniti Trust Company, as depositary, and the holders from time to time of the depositary receipts described therein [Series B]8-K4.17/2/2020
4.5Form of Depositary Receipt-Series B (included as part of Exhibit 4.4 to this report)8-K4.47/2/2020
4.6Deposit Agreement, dated as of July 1, 2020, by and among First Horizon National Corporation, Equiniti Trust Company, as depositary, and the holders from time to time of the depositary receipts described therein [Series C]8-K4.27/2/2020
4.7Form of Depositary Receipt-Series C (included as part of Exhibit 4.6 to this report)8-K4.57/2/2020
4.8Deposit Agreement, dated as of July 1, 2020, by and among First Horizon National Corporation, Equiniti Trust Company, as depositary, and the holders from time to time of the depositary receipts described therein [Series D]8-K4.37/2/2020
4.9Form of Depositary Receipt-Series D (included as part of Exhibit 4.8 to this report)8-K4.67/2/2020
4.10Deposit Agreement, dated as of May 28, 2020, by and among First Horizon National Corporation, Equiniti Trust Company, as depositary, and the holders from time to time of the depositary receipts described therein [Series E]8-K4.15/28/2020
4.11Form of certificate representing Series E Preferred Stock8-K4.25/28/2020
4.12Form of Depositary Receipt-Series E (included as part of Exhibit 4.10 to this report)8-K4.35/28/2020
4.13X
4.14FHN agrees to furnish to the Securities and Exchange Commission upon request a copy of each instrument defining the rights of the holders of the senior and subordinated long-term debt of FHN and its consolidated subsidiaries.
10.1X
10.2X
10.3X
31(a)X

FIRST HORIZON NATIONAL CORP. 3Q20 FORM 10-Q REPORT 132


Exh NoDescription of Exhibit to this ReportFiled HereMngt ExhFurn-ishedIncorporated by Reference to
FormExh NoFiling Date
31(b)X
32(a)XX
32(b)XX
XBRL Exhibits
101The following financial information from First Horizon National Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, formatted in Inline XBRL: (i) Consolidated Balance Sheets at September 30, 2020 and December 31, 2019; (ii) Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2020 and 2019; (iii) Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2020 and 2019; (iv) Consolidated Statements of Changes in Equity for the Three and Nine Months Ended September 30, 2020 and 2019; (v) Consolidated Statements of Cash Flows for the Three and Nine Months Ended September 30, 2020 and 2019; (vi) Notes to Consolidated Financial Statements.
101. INSXBRL Instance Document- the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101. SCHInline XBRL Taxonomy Extension SchemaX
101. CALInline XBRL Taxonomy Extension Calculation LinkbaseX
101. LABInline XBRL Taxonomy Extension Label LinkbaseX
101. PREInline XBRL Taxonomy Extension Presentation LinkbaseX
101. DEFInline XBRL Taxonomy Extension Definition LinkbaseX
104Cover Page Interactive Data File, formatted in Inline XBRL (included in Exhibit 101)X

FIRST HORIZON NATIONAL CORP. 3Q20 FORM 10-Q REPORT 133


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: November 5, 2020 By: /s/ William C. Losch III
 Name: William C. Losch III
 Title: Senior Executive Vice President and Chief Financial Officer
  (Duly Authorized Officer and Principal Financial Officer)

FIRST HORIZON NATIONAL CORP. 3Q20 FORM 10-Q REPORT 134