TABLE OF ITEM 2 TOPICS General Information 84 Forward-Looking Statements 85 Financial Summary 86 Statement of Condition Review 97 Capital 100 Asset Quality 103 Risk Management 115
Repurchase Obligations, Off-Balance Sheet Arrangements, and Other Contractual Obligations
120
Market Uncertainties and Prospective Trends
121
Critical Accounting Policies 123 Non-GAAP Information 125FIRST HORIZON NATIONAL CORP. 2Q20 FORM 10-Q REPORT 83
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General InformationFirst 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 theNew York Stock Exchange LLC under the symbol FHN. FHN is the parent company ofFirst Horizon Bank . FirstHorizon Bank's principal divisions and subsidiaries operate under the brands ofFirst Horizon Bank ,First Horizon Advisors , and FHN Financial. FHN offers regional banking, wealth management and capital market services through the First Horizon family of companies. FirstHorizon Bank andFirst Horizon Advisors provide consumer and commercial banking and wealth management services. FHN Financial, which operates partly through a division ofFirst Horizon Bank and partly through subsidiaries, is an industry leader in fixed income sales, trading, and strategies for institutional clients in theU.S. and abroad. FirstHorizon Bank has over 270 banking offices in seven southeasternU.S. states, and FHN Financial has 29 offices in 18 states across theU.S. 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 southeast
Regional banking also provides investments, wealth management, financial
planning, trust services and asset management, mortgage banking, credit
card, and cash management. Additionally, the regional banking segment
includes correspondent banking which provides credit, depository, and other
banking related services to other financial institutions nationally.
• Fixed income segment consists of fixed income securities sales, trading,
underwriting, and strategies for institutional clients in the
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. • 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. Significant Recent Transactions OnJuly 1, 2020 ,FHN andIBERIABANK Corporation ("IBKC") closed their merger-of-equals transaction. FHN issued approximately 242 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 southeasternU.S. In the merger: FHN acquired approximately$34.7 billion in assets, including approximately$26.1 billion in loans, and$3.5 billion in AFS securities; and, FHN assumed approximately$28.3 billion of IBKC deposits. Due to the timing of the merger closing in relation to quarter end and the uncertainty of valuations in the current economic environment, FHN's assessment of the fair value of IBKC's assets and liabilities is incomplete. However, FHN currently expects to recognize a purchase accounting gain of approximately$500 million . OnJuly 17, 2020 ,First Horizon Bank completed its purchase of 30 branches fromTruist Bank . As part of the transaction, FHN assumed approximately$2.2 billion of branch deposits for a 3.40 percent deposit premium and purchased approximately$423.7 million of branch loans. The acquired branches are in communities inNorth Carolina (20 branches),Virginia (8 branches), andGeorgia (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 endedDecember 31, 2019 for additional information. InApril 2020 ,First Horizon Bank issued$450 million of 5.750% Subordinated Notes dueMay 1, 2030 . Interest payments are due semi-annually onMay 1 andNovember 1 , commencingNovember 1, 2020 . The sale of the Notes resulted in net proceeds to the Company of approximately$446 million . The notes qualify as Tier 2 capital for the Bank as well as FHN, up to certain regulatory limits for minority capital instruments.FIRST HORIZON NATIONAL CORP. 2Q20 FORM 10-Q REPORT 84
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InMay 2020 , FHN issued$450 million of 3.550% Senior Notes dueMay 26, 2023 and$350 million of 4.000% Senior Notes dueMay 26, 2025 . Interest payments are due semi-annually onMay 26 andNovember 26 , commencingNovember 26, 2020 . The sale of these notes resulted in net proceeds to the Company of approximately$795 million . InMay 2020 , FHN issued 1,500 shares having an aggregate liquidation preference of$150 million of Series E Non-Cumulative Perpetual Preferred Stock for net proceeds of approximately$145 million . Dividends on the Series E Preferred Stock, if declared, accrue and are payable quarterly, in arrears, at a rate of 6.500% per annum. For the issuance, FHN issued depositary shares, each of which represents a fractional ownership interest in a share of FHN's preferred stock. The Series E Preferred Stock qualifies as Tier 1 Capital for FHN. For the purpose of this management's discussion and analysis ("MD&A"), earning assets have been expressed as averages, unless otherwise noted, and loans have been disclosed net of unearned income. The following financial discussion should be read with the accompanying unaudited Consolidated Condensed Financial Statements and Notes in this report. Additional information including the 2019 financial statements, notes, and MD&A is provided in Item 7 and 8 to FHN's Annual Report on Form 10-K for the year endedDecember 31, 2019 . ADOPTION OF ACCOUNTING UPDATES EffectiveJanuary 1, 2020 FHN adopted ASU 2016-13, "Measurement of Credit Losses on Financial Instruments," (CECL); which resulted in a$106.4 million increase to the allowance for loan losses ("ALLL") and a$24.0 million increase to the reserve for unfunded commitments, resulting in a$96.1 million decrease of retained earnings (net of taxes). See Note 1- Financial Information for additional information. Non-GAAP Measures Certain measures are included in the narrative and tables in this MD&A that are "non-GAAP", meaning (underU.S. financial reporting rules) they are not presented in accordance with generally accepted accounting principles ("GAAP") in theU.S. and also are not codified inU.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" underU.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 23 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. The words "believe," "expect," "anticipate," "intend," "estimate," "should," "is likely," "will," "going forward" and other expressions that indicate future events and trends identify forward-looking statements. Forward-looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, operational, economic andFIRST HORIZON NATIONAL CORP. 2Q20 FORM 10-Q REPORT 85
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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 theU.S. Securities and Exchange Commission (the "SEC"), as well as the following factors, among others: the possibility that the anticipated benefits of FHN's 2020 merger withIBERIABANK Corporation (the "2020 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 2020 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 2020 merger; FHN's success in executing its business plans and strategies following the 2020 merger, and managing the risks involved in the foregoing; the potential impacts on FHN's businesses of the coronavirus COVID-19 pandemic, including negative impacts from quarantines, market declines, and volatility, 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 endedDecember 31, 2019 , and its quarterly report on Form 10-Q for the period endedMarch 31, 2020 , both filed with theSEC and available on theSEC'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 theSEC . Financial Summary As previously mentioned, effectiveJanuary 1, 2020 , FHN adopted ASU 2016-13, (Current Expected Credit Loss methodology or "CECL"). The application of CECL can result in greater volatility of estimated credit loss estimates particularly in periods of rapid changes in macroeconomic projections when compared to the prior incurred loss estimation methodology. FHN's operating results for the three and six months endedJune 30, 2020 were negatively impacted by further deterioration in the overall macroeconomic forecast largely tied to the Coronavirus Disease 2019 ("COVID-19") pandemic resulting in a significant increase in provision for loan losses and the reserve for unfunded commitments. Second quarter 2020 net income available to common shareholders was$52.3 million , or$.17 per diluted share, compared to net income available to common of$109.3 million , or$.35 per diluted share in second quarter 2019. For the six months endedJune 30, 2020 , net income available to common shareholders was$64.3 million , or$0.21 per diluted share, compared to net income available to common of$208.4 million , or$.66 per diluted share, for the six months endedJune 30, 2019 . Total revenue increased 11 percent and 10 percent to$511.6 million and$989.2 million for the three and six months endedJune 30, 2020 from$461.6 million and$897.2 million for the three and six months endedJune 30, 2019 . NII increased a modest 1 percent to$305.3 million in second quarter 2020 as strong loan growth in loans to mortgage companies and PPP lending and deposit pricing discipline more than offset the negative impact of interest rates on loans. Noninterest income increased 31 percent, or$48.3 million , in second quarter 2020 driven by strong fixed income revenue and higher deferred compensation income, somewhat offset by the negative impacts of the COVID-19 pandemic on fee income. For the six months endedJune 30, 2020 NII increased 2 percent to$608.1 million and was driven by the same trends impacting the second quarter increase in NII. Noninterest income increased 27 percent, or$82.0 million , to$381.0 million in the first six months of 2020. The increase in fee income for the year-to-date period was also driven by strong fixed income revenue. Deferred compensation income decreased in the first half of 2020 driven by the timing of and extreme variability in equity market valuations in both 2020 and 2019, offsetting a portion of this increase. Noninterest expense increased 11 percent and 8 percent to$332.2 million and$643.5 million for the three and six months endedJune 30, 2020 from$300.4 million and$596.5 million for the three and six months endedJune 30, 2019 . The expense increase for 2020 was due in large part to higher fixed income variable compensation, an increase in credit expense on unfunded commitments associated with declines and deterioration in economic forecasts attributable to the COVID-19 pandemic, and a net increase in litigation charges driven by a favorable expense reversal in second quarter 2019, somewhat offset by lowerFIRST HORIZON NATIONAL CORP. 2Q20 FORM 10-Q
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restructuring and rebranding related expenses. For second quarter 2020, higher deferred compensation expense also contributed to the increase in noninterest expense. Asset quality trends were relatively stable in second quarter 2020 reflecting continued underwriting discipline, ongoing portfolio management, and continued prudent credit risk management. The allowance for loan losses increased to$537.9 million onJune 30, 2020 from$200.3 million onDecember 31, 2019 , reflecting further deterioration in the overall macro-economic outlook under CECL, as well as the adoption impact of$106.4 million . Net charge-offs as a percentage of loans was .20 percent for second quarter 2020 and 30+ day delinquencies declined to .13 percent from .19 percent atDecember 31, 2019 . Common Equity Tier 1, Tier 1, Total Capital, and Leverage ratios were 9.25 percent, 10.69 percent, 12.47 percent, and 8.55 percent, respectively, in second quarter 2020 compared to 9.25 percent, 10.24 percent, 11.34 percent, and 9.04 percent, respectively, in second quarter 2019. Average assets increased to$47.9 billion and$45.7 billion for the three and six months endedJune 30, 2020 from$41.2 billion and$41.1 billion for the three and six months endedJune 30, 2019 . Average loans and deposits increased to$34.0 billion and$37.5 billion , respectively, in second quarter 2020, up 18 percent and 17 percent from second quarter 2019. For the six months endedJune 30, 2020 , Average loans and deposits increased 15 percent and 9 percent, respectively to$32.2 billion and$35.2 billion . Average Shareholders' equity increased to$5.1 billion for the three and six months endedJune 30, 2020 from$4.9 billion and$4.8 billion , respectively, for the three and six months endedJune 30, 2019 . Period-end Shareholders' equity increased to$5.2 billion onJune 30, 2020 from$4.9 billion onJune 30, 2019 . Key Performance Indicators As of or for the three months
ended As of or for the six months
June 30, ended June 30, (Dollars in thousands, except per share data) 2020 2019 2020 2019
Pre-Provision Net Revenue ("PPNR") (a)
$ 0.17 $ 0.35 $ 0.21 $ 0.66 Return on average assets (annualized) (b) 0.48 % 1.11 % 0.32 % 1.07 % Return on average common equity ("ROCE") (annualized) (c) 4.50 % 9.79 % 2.79 % 9.45 % Return on average tangible common equity ("ROTCE") (annualized) (a) (d) 6.74 % 15.20 % 4.19 % 19.63 % Net interest margin (e) 2.90 % 3.34 % 3.02 % 3.32 % Fee income to total revenue (f) 40.49 % 34.22 % 38.61 % 33.33 % Efficiency ratio (g) 64.74 % 65.08 % 64.96 % 66.49 % Allowance for loan losses to loans 1.64 % 0.65 % 1.64 % 0.65 % Net charge-offs to average loans (annualized) 0.20 % 0.07 % 0.15 % 0.07 % Total period-end equity to period-end assets 10.71 % 11.68 % 10.71 % 11.68 % Tangible common equity to tangible assets ("TCE/TA") (a) 6.63 % 7.29 % 6.63 % 7.29 %
Cash dividends declared per common share
$ 14.96 $ 14.51 $ 14.96 $ 14.51 Tangible book value per common share (a)$ 9.99 $ 9.47 $ 9.99 $ 9.47 Common equity Tier 1 9.25 % 9.25 % 9.25 % 9.25 % Market capitalization (millions)$ 3,111.10 $
4,665.30
(a) Represents a non-GAAP measure which is reconciled in the non-GAAP to GAAP reconciliation in table 23. (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 percent 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 negatively impacted during the three and six months endedJune 30, 2020 by the large increase in loan loss provision expense due to the deterioration in the economic forecast related to the effects of the COVID-19 pandemic.FIRST HORIZON NATIONAL CORP. 2Q20 FORM 10-Q REPORT 87
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Business Line Review Regional Banking Second quarter 2020 regional banking pre-tax income was$118.5 million , down from$168.9 million in second quarter 2019. For the six months endedJune 30, 2020 , regional banking pre-tax income was$144.1 million compared to$316.0 million for the six months endedJune 30, 2019 . The decrease in pre-tax income in 2020 largely reflected an increase in the provision for loan losses and higher credit expense on unfunded commitments somewhat offset by an increase in revenue. Total revenue increased 13 percent, or$50 million , to$429.1 million in second quarter 2020 from$379.1 million in second quarter 2019, primarily driven by an increase in NII. The increase in NII was primarily due to strong loan growth tied to loans to mortgage companies and PPP lending, deposit pricing discipline, and wider loan spreads (with offset in the corporate segment) compared to second quarter 2019. Noninterest income decreased 3 percent or$2.3 million to$79.3 million in second quarter 2020 from$81.6 million in the prior year. Fee income was negatively impacted by the COVID-19 pandemic in second quarter 2020, resulting in lower NSF fee income as a result of a decline in transaction volume and fee waivers, other service charges, and brokerage fees. Noninterest income was positively impacted by a$4.6 million debit card incentive payment recognized in second quarter 2020, as well as increases in fees from mortgage banking activities and derivative sales relative to second quarter 2019. Provision expense increased to$108.3 million in second quarter 2020 from$17.8 million in second quarter 2019, primarily driven by deterioration in the economic forecast attributable to the effects of the COVID-19 pandemic. Noninterest expense was$202.3 million in second quarter 2020, up from$192.4 million in second quarter 2019. The increase in expense was primarily driven by an$11.7 million increase in the credit expense on unfunded commitments due to the economic forecast attributable to the COVID-19 pandemic. An increase inFDIC premium expense due to balance sheet growth and expected loss severity ratios as well as$1.0 million of additional credit risk adjustments related to Regional Banking interest rate derivatives and swap participations also contributed to the overall increase in expenses in second quarter 2020 compared to the prior year. These increases were somewhat offset by lower personnel-related expenses driven by a head-count reduction compared to second quarter 2019. Total revenue increased 10 percent, or$72.9 million , to$811.1 million in the first half of 2020 from$738.3 million in the first half of 2019, driven by increases in NII and noninterest income. The increase in NII for the year-to-date period of 2020 was driven by the same factors impacting the quarterly trend. Noninterest income increased 4 percent or$6.6 million to$161.2 million in the first half of 2020 from$154.6 million in the prior year. The increase was primarily driven by higher fees from derivative sales and the$4.6 million debit card incentive payment previously mentioned. To a lesser extent an increase in brokerage, management fees and commissions driven by higher advisory revenue and annuity income as a result of increased transaction volume, and higher income associated mortgage banking activities also contributed to the increase in noninterest income for the six months endedJune 30, 2020 . A decline in NSF fee income, primarily in second quarter 2020, partially offset a portion of the overall increase relative to the first half of 2019. Provision expense increased to$253.8 million for the six months endedJune 30, 2020 from$31.2 million for the six months endedJune 30, 2019 , driven by deterioration in the economic forecast attributable to the effects of the COVID-19 pandemic. Noninterest expense was$413.3 million for the six months endedJune 30, 2020 , up from$391.0 million for the six months endedJune 30, 2019 . The increase in expense was primarily driven by a$20.5 million increase in the credit expense on unfunded commitments due to the economic forecast attributable to the COVID-19 pandemic. An increase inFDIC premium expense and$2.0 million of additional credit risk adjustments also contributed to the expense increase in the first half of 2020 compared to the prior year. A reduction in personnel expense, largely attributable to a reduction in headcount partially mitigated the increase in noninterest expense for the six months endedJune 30, 2020 . Fixed Income Fixed income pre-tax income increased to$43.7 million in second quarter 2020 from$16.3 million in second quarter 2019. For the six months endedJune 30, 2020 fixed income pre-tax income increased to$69.3 million from$26.9 million for the six months endedJune 30, 2019 . Results reflect higher revenue, partially offset by an increase in expenses. Noninterest income increased 73 percent, or$47.6 million , to$113.2 million in second quarter 2020 from$65.6 million in second quarter 2019. Average daily revenue ("ADR") increased to$1.6 million in second quarter 2020 from$866 thousand in second quarter 2019, due to favorable market conditions including low rates, market volatility and increased depository liquidity. Other product revenue was$13.0 million in second quarter 2020, up from$11.1 million in the prior year, primarily driven by increases in fees from derivative sales. NII was$13.5 million in second quarter 2020, up from$6.2 million in second quarter 2019, primarily due to higher spreads on inventory positions compared to prior year.FIRST HORIZON NATIONAL CORP. 2Q20 FORM 10-Q REPORT 88
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Noninterest expense increased 50 percent, or$27.5 million , to$83.0 million in second quarter 2020 from$55.5 million in second quarter 2019, primarily driven by higher variable compensation due to higher fixed income sales revenues. Noninterest income increased 75 percent, or$89.6 million , to$209.0 million in the first half of 2020 from$119.4 million in the first half of 2019. Fixed income product revenue increased to$178.6 million for the six months endedJune 30, 2020 from$99.0 million for the six months endedJune 30, 2019 , largely driven by the same factors impacting the quarterly period, partially offset by elevated levels of trading losses driven by extreme market volatility in first quarter 2020 compared to the prior year. Other product revenue was$30.3 million in the first half of 2020, up 48 percent from$20.4 million in the prior year, primarily driven by increases in fees from derivative sales. NII was$24.5 million and$13.5 million , respectively, for the six months endedJune 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$164.1 million for the six months endedJune 30, 2020 compared to$106.1 million for the six months endedJune 30, 2019 , primarily driven by higher variable compensation due to increased commissionable revenues. Corporate The pre-tax loss for the corporate segment was$93.8 million in second quarter 2020 compared to$54.6 million in second quarter 2019. For the six months endedJune 30, 2020 the pre-tax loss for the corporate segment was$126.3 million compared to$91.0 million in the prior year. Net interest expense was$63.5 million and$7.1 million in second 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/(loss)(including securities gain/losses) in second quarter 2020 was$12.9 million , up from$9.4 million in second quarter 2019, primarily due to an increase in deferred compensation income driven by equity market valuations relative to the prior year. Noninterest expense decreased 24 percent or$13.7 million to$43.2 million in second quarter 2020 from$56.9 million in second quarter 2019. The decrease in expense for second quarter 2020 was primarily driven by decreases in restructuring costs associated with efficiency initiatives and rebranding expenses relative to second quarter 2019. This expense decrease was somewhat offset by increases in deferred compensation expense, acquisition related charges, and pension expense. Net interest expense was$76.9 million and$15.1 million for the six months endedJune 30, 2020 and 2019, respectively, as net interest expense for the six months endedJune 30, 2020 was also negatively impacted by FTP. Noninterest income/(loss)(including securities gain/losses) in the first half of 2020 was$9.2 million compared to$22.8 million in the first half of 2019, the decrease in noninterest income for the year-to-date period of 2020 was primarily due to a decrease in deferred compensation income driven by the timing of and extreme variability in equity market valuations in both 2020 and 2019. Noninterest expense decreased 41 percent or$40.0 million to$58.7 million for the six months endedJune 30, 2020 from$98.7 million for the six months endedJune 30, 2019 . The decrease in expense for the six months endedJune 30, 2020 was primarily driven by decreases in restructuring costs associated with efficiency initiatives, deferred compensation expense, and rebranding expenses, somewhat offset by higher acquisition related charges and an increase in pension expense. Non-Strategic The non-strategic segment had pre-tax income of$1.0 million in second quarter 2020 compared to$17.7 million in second quarter 2019. For the six months endedJune 30, 2020 the non-strategic segment had pre-tax income of$3.6 million compared to$26.8 million for the six months endedJune 30, 2019 . The decrease in results for both periods was largely driven by an increase in loan loss provision expense and an increase in noninterest expense, coupled with a decline in NII relative to the prior year. Total revenue was$6.3 million in second quarter 2020 down from$8.5 million in second quarter 2019. NII decreased to$5.5 million in second quarter 2020 from$7.1 million in second quarter 2019, primarily due to continued run-off of the loan portfolios. Noninterest income was$.8 million and$1.4 million in second quarter 2020 and 2019, respectively. The provision for loan losses within the non-strategic segment was an expense of$1.7 million in second quarter 2020 compared to a provision credit of$4.8 million in second quarter 2019. The increase in provision expense in second quarter 2020 was due to additional consumer reserves driven by deterioration in the economic forecast attributable to the effects of the COVID-19 pandemic. Noninterest expense increased$8.0 million to$3.6 million in second quarter 2020. Noninterest expense in second quarter 2019 was a net credit driven by an$8.3 million expense reversal related to the favorable resolution of a legal matter. For the six months endedJune 30, 2020 , total revenue was$12.2 million down from$18.3 million for the six months endedJune 30, 2019 . NII decreased to$10.6 million in the first half of 2020 from$16.0 million in the first half of 2019, driven by the continued run-off of the loan portfolios. Noninterest income was$1.6 million and$2.2 FIRST HORIZON NATIONAL CORP. 2Q20 FORM 10-Q REPORT 89
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million, respectively, for the six months endedJune 30, 2020 and 2019. The provision for loan losses within the non-strategic segment was an expense of$1.2 million for the six months endedJune 30, 2020 compared to a provision credit of$9.2 million in the prior year. The same factors impacting the quarterly change in loan loss provisioning levels also drove the change for the year-to-date period. Noninterest expense was$7.4 million and$.7 million , respectively, for the six months endedJune 30, 2020 and 2019. The increase in noninterest expense in the first half of 2020 was the result of the favorable impact of the litigation expense reversal previously mentioned on expenses during the first half of 2019. Income Statement Review Total consolidated revenue was$511.6 million in second quarter 2020, up 11 percent from$461.6 million in second quarter 2019, driven by increases in noninterest income and NII. Provision expense increased significantly from$13.0 million in second quarter 2019 to$110.0 million in second quarter 2020 primarily driven by deterioration in the economic forecast attributable to the effects of the COVID-19 pandemic. Total consolidated expenses increased 11 percent to$332.2 million in second quarter 2020 from$300.4 million in second quarter 2019, driven by an increase in personnel-related expense, higher credit expense on unfunded commitments, and an increase in acquisition-related charges somewhat offset by lower restructuring and rebranding related expenses. For the six months endedJune 30, 2020 total consolidated revenue was$989.2 million , up 10 percent from$897.2 million for the six months endedJune 30, 2019 , driven by a 27 percent increase in noninterest income and a 2 percent increase in NII. Provision expense increased from$22.0 million in the first half of 2019 to$255.0 million in the first half of 2020 driven by deterioration in the economic forecast attributable to the effects of the COVID-19 pandemic. Total consolidated expenses increased 8 percent to$643.5 million for the six months endedJune 30, 2020 from$596.5 million for the six months endedJune 30, 2019 , and were driven by the same factors that impacted the quarterly increase in total consolidated noninterest expense. Net Interest Income Net interest income was$305.3 million in second quarter 2020, up from$303.6 million in second quarter 2019. The increase in NII was primarily attributable to strong loan growth tied to loans to mortgage companies and PPP lending and deposit pricing discipline, somewhat offset by the negative impact of interest rates on loans (including LIBOR and Prime) compared to second quarter 2019. For the six months endedJune 30, 2020 NII was$608.1 million , up from$598.1 million for the six months endedJune 30, 2019 . The same factors that contributed to the second quarter 2020 increase in NII also drove the increase in NII for the year-to-date period of 2020 relative to the prior year. Average earning assets were increased to$42.7 billion and$40.7 billion for the three and six months endedJune 30, 2020 from$36.7 billion and$36.5 billion for the three and six months endedJune 30, 2019 . The increase in average earning assets for both second quarter and year-to-date 2020 was primarily driven by loan growth. For the six months endedJune 30, 2020 an increase in interest-bearing cash also contributed to the increase in average earning assets relative to the prior year. For purposes of computing yields and the net interest margin, FHN adjusts net interest income to reflect tax-exempt income on an equivalent pre-tax basis, which provides comparability of net interest income arising from both taxable and tax-exempt sources. The consolidated net interest margin was 2.90 percent in second quarter 2020, down 44 basis points from 3.34 percent in second quarter 2019. The net interest spread was 2.75 percent in second quarter 2020, down 19 basis points from 2.94 percent in second quarter 2019. For the six months endedJune 30, 2020 , the net interest margin was 3.02 percent, down 30 basis points from 3.32 percent for the six months endedJune 30, 2019 . The decline in NIM for the three and six months endedJune 30, 2020 was primarily the result of the negative impact of interest rates (including LIBOR and Prime) relative to 2019, somewhat mitigated by deposit pricing discipline and the impact of PPP accretion. For second quarter 2020 an increase in average excess cash at the Fed also negatively impacted NIM relative to the prior year.FIRST HORIZON NATIONAL CORP. 2Q20 FORM 10-Q
REPORT 90
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Table 1-Net Interest Margin Three Months Ended Six Months Ended June 30 June 30 2020 2019 2020 2019 Assets: Earning assets: Loans, net of unearned income: Commercial loans 3.56 % 5.05 % 3.92 % 5.06 % Consumer loans 4.00 4.65 4.17 4.62 Total loans, net of unearned income 3.65 4.95 3.97 4.95 Loans held-for-sale 3.61 5.36 4.08 5.64 Investment securities: U.S. government agencies 2.05 2.61 2.19 2.64 States and municipalities 3.48 3.31 3.43 3.76 Corporates and other debt 4.71 4.41 4.69 4.39 U.S. treasuries 0.12 NM 0.12 NM Other 33.42 34.73 33.67 34.64 Total investment securities 2.23 2.74 2.37 2.76 Trading securities 2.48 3.41 2.73 3.60 Other earning assets: Federal funds sold 0.22 2.74 0.44 2.66 Securities purchased under agreements to resell (a) (0.08 ) 2.23 0.74 2.22 Interest-bearing cash 0.09 2.28 0.35 2.37 Total other earning assets 0.06 2.27 0.49 2.34 Interest income / total earning assets 3.29 % 4.52 % 3.60 % 4.51 % Liabilities: Interest-bearing liabilities: Interest-bearing deposits: Savings 0.36 % 1.29 % 0.60 % 1.32 % Other interest-bearing deposits 0.13 0.98 0.38 1.02 Time deposits 1.31 2.01 1.51 1.96 Total interest-bearing deposits 0.38 1.32 0.63 1.33 Federal funds purchased 0.12 2.43 0.57 2.46 Securities sold under agreements to repurchase 0.36 2.08 0.79 2.07 Fixed income trading liabilities 1.11 2.75 1.56 2.87 Other short-term borrowings 0.17 2.66 0.94 2.77 Term borrowings 3.96 4.96 3.97 4.93 Interest expense / total interest-bearing liabilities 0.54 1.58 0.79 1.57 Net interest spread 2.75 % 2.94 % 2.81 % 2.94 % Effect of interest-free sources used to fund earning assets 0.15 0.40 0.21 0.38 Net interest margin (b) 2.90 % 3.34 % 3.02 % 3.32 % NM - Not meaningful (a) Second quarter 2020 yield driven by negative market rates on reverse
repurchase agreements.
(b) Calculated using total net interest income adjusted for FTE assuming a
statutory federal income tax rate of 21 percent and, where applicable, state income taxes.FIRST HORIZON NATIONAL CORP. 2Q20 FORM 10-Q REPORT 91
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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. For the remainder of 2020, NIM will also depend on potentially modest 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. PROVISION FOR LOAN LOSSES The provision for loan losses is the charge to earnings that management determines to be necessary to maintain the ALLL at a sufficient level to reflect management's estimate of expected credit losses in the loan portfolio. Provision expense was$110.0 million and$255.0 million for the three and six months endedJune 30, 2020 , calculated under the CECL methodology adoptedJanuary 1, 2020 , compared to$13.0 million and$22.0 million for the three and six months endedJune 30, 2019 calculated under the "incurred loss" methodology. The increase in provision expense was due to the economic forecast attributable to the COVID-19 pandemic, and to a much lesser extent associated with loan growth. For additional information about the provision for loan losses refer to the Regional Banking and Non-Strategic sections of the Business Line Review section in this MD&A. For additional information about general asset quality trends refer to the Asset Quality section in this MD&A. NONINTEREST INCOME Noninterest income (including securities gains/(losses)) was$206.3 million in second quarter 2020 and represented 40 percent of total revenue compared to$158.0 million in second quarter 2019 and 34 percent. The increase in noninterest income in second quarter 2020 was primarily driven by higher fixed income revenue and an increase in deferred compensation income relative to second quarter 2019, somewhat offset by the negative impact of the COVID-19 pandemic on fee income. For the six months endedJune 30, 2020 , noninterest income (including securities gains/(losses)) was$381.0 million and represented 39 percent of total revenue compared to$299.0 million for the six months endedJune 30, 2019 and 33 percent. The increase in noninterest income for the year-to-date period of 2020 was primarily driven by higher fixed income revenue, somewhat offset by a decrease in deferred compensation income relative to the first half of 2019. Fixed Income Noninterest Income Fixed income noninterest income was$112.4 million in second quarter 2020, a 69 percent increase from$66.4 million in second quarter 2019. The increase in second quarter 2020 was largely driven by favorable market conditions including low rates, market volatility and increased depository liquidity. Revenue from other products was$12.1 million and$11.9 million in second quarter 2020 and 2019, respectively. The modest increase was primarily driven by increases in derivative sales. For the six months endedJune 30, 2020 , fixed income noninterest income was$208.1 million , up 73 percent from$120.2 million for the six months endedJune 30, 2019 . The increase in the first half of 2020 was largely driven by the same factors impacting the quarterly period, partially offset by elevated levels of trading losses driven by extreme market volatility in first quarter 2020 compared to the prior year. Revenue from other products increased 39 percent to$29.4 million for the year-to-date period of 2020 from$21.2 million in 2019, driven by increases in derivative sales. The following table summarizes FHN's fixed income noninterest income for the three and six months endedJune 30, 2020 and 2019. Table 2-Fixed Income Noninterest Income Three Months Ended Six Months Ended June 30 June 30 (Dollars in thousands) 2020 2019 Percent
Change 2020 2019 Percent Change Noninterest income: Fixed income
$ 100,272 $ 54,533 84 %$ 178,626 $ 99,005 80 % Other product revenue 12,149 11,881 2 % 29,430 21,158 39 % Total fixed income noninterest income$ 112,421 $ 66,414 69 %$ 208,056 $ 120,163 73 % FIRST HORIZON NATIONAL CORP. 2Q20 FORM 10-Q REPORT 92
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Deposit Transactions and Cash Management Fees from deposit transactions and cash management activities were$30.8 million and$61.1 million for the three and six months endedJune 30, 2020 down 5 percent from$32.4 million and$64.0 million for the three and six months endedJune 30, 2019 . In 2020, NSF fees decreased from pandemic-related impacts such as a decline in transaction volume and fee waivers.These decreases were somewhat off set by a$4.6 million debit card incentive payment recognized in second quarter 2020 and increased fees from cash management activities. Brokerage, Management Fees and Commissions Noninterest income from brokerage, management fees and commissions was$13.8 million and$29.2 million for the three and six months endedJune 30, 2020 compared to$14.2 million and$26.8 million for the three and six months endedJune 30, 2019 . The increase for the six months endedJune 30, 2020 was primarily driven by higher advisory revenue and annuity income as a result of increased transaction volume in first quarter 2020. Other Noninterest Income Other income includes revenues related to deferred compensation plans (which are mirrored by changes in noninterest expense), other service charges, mortgage banking (primarily within the non-strategic and regional banking segments), ATM and interchange fees, letters of credit fees, electronic banking fees, dividend income, insurance commissions, gain/(loss) on the extinguishment of debt and various other fees. Revenue from all other income and commissions increased$4.3 million to$30.0 million in second quarter 2020 from$25.7 million in second quarter 2019. The increase in all other income and commissions in second quarter 2020 was largely due to a$6.2 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, increases in mortgage banking income and higher fees from derivative sales also contributed to the increase in all other income and commissions in second quarter 2020, but were partially offset by decreases in other service charges and dividend income relative to second quarter 2019. For the six months endedJune 30, 2020 revenue from all other income and commissions decreased$5.9 million to$44.4 million from$50.3 million for the six months endedJune 30, 2019 . The decrease in all other income and commissions in second quarter 2020 was largely due to a$8.7 million decrease in deferred compensation income and lower dividend income. The decline in deferred compensation income was driven by the timing of and extreme variability in equity market valuations in both 2020 and 2019. Higher fees from derivative sales relative to first quarter 2019 and an increase related to mortgage banking activities offset a portion of the overall decline in other noninterest income. The following table provides detail regarding FHN's other income.FIRST HORIZON NATIONAL CORP. 2Q20 FORM 10-Q
REPORT 93
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Table 3-Other Income Three Months Ended Six Months Ended June 30 Percent June 30 Percent (Dollars in thousands) 2020 2019 Change 2020 2019 Change Other income: Deferred compensation (a)$ 8,171 $ 1,938 NM$ (1,336 ) $ 7,412 NM Other service charges 4,582 5,624 (19 )% 9,801 9,493 3 % Mortgage banking 4,138 2,572 61 % 6,569 4,458 47 % ATM and interchange fees 4,009 4,262 (6 )% 8,221 7,503 10 % Letter of credit fees 1,559 1,253 24 % 3,021 2,621 15 % Electronic banking fees 1,182 1,267 (7 )% 2,212 2,538 (13 )% Dividend income (b) 1,057 1,809 (42 )% 2,187 4,122 (47 )% Insurance commissions 401 566 (29 )% 1,190 1,190 * Gain/(loss) on extinguishment of debt - - NM - (1 ) NM Other 4,890 6,376 (23 )% 12,488 10,962 14 % Total$ 29,989 $ 25,667 17 %$ 44,353 $ 50,298 (12 )% NM - Not meaningful * Amount is less than one percent. (a) Amounts are driven by market conditions and are mirrored by changes in
deferred compensation expense which is included in employee compensation
expense; six months ended
equity market valuations.
(b) Represents dividend income from
NONINTEREST EXPENSE Total noninterest expense increased 11 percent to$332.2 million in second quarter 2020 from$300.4 million in second quarter 2019. For the six months endedJune 30, 2020 noninterest expense increased 8 percent to$643.5 million from$596.5 million for the six months endedJune 30, 2019 . The increase in noninterest expense for the quarter and year-to-date periods of 2020 was primarily driven by an increase in personnel-related expense, higher credit expense on unfunded commitments associated with the economic forecast attributable to the COVID-19 pandemic, and an increase in acquisition-related charges. Expenses in second quarter 2019 were favorably impacted by an$8.3 million expense reversal related to the resolution of legal matters which also contributed to the year-over-year increase in noninterest expense for both the three and six months endedJune 30, 2020 . These increases were somewhat offset by restructuring costs associated with the identification of efficiency opportunities within the organization, asset impairments, and rebranding expenses recognized in the three and six months endedJune 30, 2019 . Employee Compensation, Incentives, and Benefits Employee compensation, incentives, and benefits (personnel expense), the largest component of noninterest expense, increased$28.6 million in second quarter 2020 to$200.3 million from$171.6 million in second quarter 2019. The increase in personnel expense in second quarter 2020 was primarily driven by higher variable compensation due to higher fixed income sales revenue, as well as increases in deferred compensation expense driven by equity market valuations and acquisition-related costs. A reduction in headcount and lower restructuring costs associated with the identification of efficiency opportunities within the organization favorably impacted personnel expense in second quarter 2020 relative to the second quarter 2019, offsetting a portion of the overall increase in personnel expenses. For the six months endedJune 30, 2020 personnel expense was$383.7 million , up$34.2 million from$349.6 million for the six months endedJune 30, 2019 . The increase in personnel expense for the year-to-date period was also driven by higher variable compensation due to increased commissionable revenues within Fixed Income. For the year-to-date period of 2020 deferred compensation expense decreased$9.4 million driven by the timing of and extreme variability in equity market valuations in both 2020 and 2019. Additionally, a decrease in restructuring costs associated with the identification of efficiency opportunities within the organization and a reduction in headcount also offset a portion of the overall increase in personnel expenses for the first half of 2020. Professional Fees Professional fees were$10.3 million in second quarter 2020, down from$11.3 million in second quarter 2019. The decrease in professional fees was primarily driven by lower restructuring costs associated with the identification of efficiency opportunities within the organization, largely offset by an increase in merger and acquisition related expenses.FIRST HORIZON NATIONAL CORP. 2Q20 FORM 10-Q
REPORT 94
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Professional fees were$17.3 million in the first half of 2020 compared to$23.6 million in the first half of 2019. The decrease in professional fees for the first half of 2020 was also primarily driven by lower restructuring costs, somewhat offset by higher merger and acquisition related expenses. Additionally, strategic investments recognized in first quarter 2019 to analyze growth potential and product mix for new markets also contributed to the year-over-year decline in professional fees.FDIC premium expenseFDIC premium expense increased 51 percent to$6.4 million in second quarter 2020 from$4.3 million in second quarter 2019. For the six months endedJune 30, 2020 ,FDIC premium expense increased 55 percent to$13.2 million from$8.5 million for the six months endedJune 30, 2019 . The increase for both periods was driven by balance sheet growth and expected loss severity ratios. Legal Fees Legal fees were$2.5 million in second quarter 2020, down from$6.5 million in second quarter 2019. Legal fees were$4.3 million in the first half of 2020, down from$9.3 million in the first half of 2019. The decrease in legal fees was driven by lower acquisition related expenses in 2020 relative to the prior year. Other Noninterest Expense Other expense includes expenses associated with unfunded commitments, expenses associated with the non-service components of net periodic pension and post-retirement cost, other insurance and tax expenses, miscellaneous loan costs, supplies, costs associated with employee training and dues, customer relation expenses, travel and entertainment, expenses associated with OREO, tax credit investments expenses, losses from litigation and regulatory matters, and various other expenses. All other expenses increased 25 percent to$35.8 million in second quarter 2020 from$28.7 million in second quarter 2019. The increase was primarily driven by an$11.6 million increase in credit expense on unfunded commitments driven by deterioration in the economic forecast attributable to the effects of the COVID-19 pandemic and an$8.3 million expense reversal recognized in second quarter 2019 associated with the resolution of a legal matter which favorably impacted all other expenses in the prior year. Additionally, a$2.4 million increase in pension-related costs also contributed to the overall increase in all other expenses in second quarter 2020 related to prior year. These increases were partially offset by costs associated with asset impairments and technology related costs associated with restructuring and rebranding initiatives recognized in second quarter 2019 and a decrease in travel and entertainment expenses. All other expenses increased 44 percent to$69.0 million for the six months endedJune 30, 2020 from$48.0 million for the six months endedJune 30, 2019 . The increase was largely the result of a$21.2 million increase in credit expense on unfunded commitments related to the COVID-19 pandemic and the$8.3 million litigation expense reversal recognized in 2019 previously mentioned. Additionally, a$4.5 million increase in pension-related costs contributed to the increase in all other expenses for the first half of 2020. These increases were somewhat offset by costs associated with asset impairments and technology related costs associated with restructuring and rebranding initiatives recognized in second quarter 2019 and a decrease in travel and entertainment expenses. The following table provides detail regarding FHN's other expense.FIRST HORIZON NATIONAL CORP. 2Q20 FORM 10-Q
REPORT 95
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Table 4-Other Expense Three Months Ended Six Months Ended June 30 Percent June 30 Percent (Dollars in thousands) 2020 2019 Change 2020 2019 Change Other expense: Credit expense on unfunded commitments (a)$ 11,158 $ (489 ) NM$ 20,388 $ (93 ) NM Non-service components of net periodic pension and post-retirement cost 2,961 559 NM 5,469 991 NM Other insurance and taxes 2,599 2,495 4 % 5,278 5,189 2 % Miscellaneous loan costs 2,356 857 NM 3,450 1,884 83 % Supplies 1,933 1,342 44 % 4,344 3,146 38 % Employee training and dues 654 1,251 (48 )% 1,995 2,708 (26 )% Customer relations 632 1,540 (59 )% 2,636 3,139 (16 )% Travel and entertainment 474 2,906 (84 )% 3,183 5,618 (43 )% OREO 437 25 NM 253 (341 ) NM Tax credit investments 426 267 60 % 772 942 (18 )% Litigation and regulatory matters (b) 3 (8,230 ) NM 16 (8,217 ) NM Other 12,118 26,158 (54 )% 21,193 33,046 (36 )% Total$ 35,751 $ 28,681 25 %$ 68,977 $ 48,012 44 % Certain previously reported amounts have been reclassified to agree with current presentation. NM - Not meaningful (a) Three and six months endedJune 30, 2020 increases largely driven by the
economic forecast attributable to the COVID-19 pandemic.
(b) Litigation and regulatory matters for the three and six months ended
2019 includes an
litigation matters within the Non-Strategic segment.
INCOME TAXES FHN recorded an income tax provision of$12.8 million in second quarter 2020, compared to$34.5 million in second quarter 2019. For the six months endedJune 30, 2020 and 2019, FHN recorded an income tax provision of$17.5 million and$61.5 million , respectively. The effective tax rate for the three and six months endedJune 30, 2020 was approximately 18 percent and 19 percent compared to 23 percent and 22 percent for the three and six months endedJune 30, 2019 . The Company'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 the Company'sFDIC premium and executive compensation expenses. The Company's effective tax rate also may be affected by items that may occur in any given period but are not consistent from period to period, such as changes in the deferred tax asset valuation allowance and changes in unrecognized tax benefits. 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 ofJune 30, 2020 , FHN's gross DTA (net of a valuation allowance) and gross DTL were$310.1 million and$205.4 million , respectively, resulting in a net DTA of$104.7 million atJune 30, 2020 , compared with a net DTA of$69.0 million atDecember 31, 2019 . As ofJune 30, 2020 , FHN had deferred tax asset balances related to federal and state income tax carryforwards of$37.5 million and$1.2 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 first half of 2020 and were$30.8 million in the first half of 2019. These expenses are primarily associated with severance and other employee costs, professional fees, andFIRST HORIZON NATIONAL CORP. 2Q20 FORM 10-Q
REPORT 96
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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 17 - Restructuring, Repositioning, and Efficiency for additional information. Statement of Condition Review
Total period-end assets were$48.6 billion onJune 30, 2020 , up 12 percent from$43.3 billion onDecember 31, 2019 . The increase in period-end assets was primarily driven by higher levels of interest-bearing cash, strong loan growth, and increases in available-for-sale ("AFS") securities and derivative assets. These increases were somewhat offset by an increase in the allowance for loan losses due to the Adoption of ASU 2016-13, "Measurement of Credit Losses on Financial Instruments," or ("CECL") and all related ASUs onJanuary 1, 2020 and additional reserves recognized in first and second quarter 2020 due to the economic forecast attributable to the COVID-19 pandemic. Average assets increased 12 percent to$47.9 billion in second quarter 2020 from$42.9 billion in fourth quarter 2019. The increase in average assets was largely driven by loan growth and higher levels of interest-bearing cash. Increases in FHLB stock and derivative assets also contributed to the increase in average assets during second quarter 2020, somewhat offset by lower average balances of securities purchased under agreements to resell ("asset repos") and an increase in the ALLL due to the adoption of CECL and additional loan loss reserves due to the COVID-19 pandemic. Total period-end liabilities were$43.4 billion onJune 30, 2020 , a 14 percent increase from$38.2 billion onDecember 31, 2019 . The net increase in period-end liabilities was primarily due to an influx of deposits. Additionally, increases in term borrowings, securities sold under agreements to repurchase, and federal funds purchased ("FFP") also contributed to the increase in period-end liabilities, but were somewhat offset by a decrease in short-term borrowings. In second quarter 2020, average liabilities increased to$42.8 billion from$37.8 billion in fourth quarter 2019. The increase in average liabilities was also driven by strong deposit growth and an increase in term borrowings. EARNING ASSETS Earning assets consist of loans, investment securities, loans HFS, and other earning assets such as trading securities and interest-bearing cash. Average earning assets increased 12 percent and 16 percent to$42.7 billion in second quarter 2020 from$38.2 billion and$36.7 billion , respectively, in fourth quarter 2019 and second quarter 2019. A more detailed discussion of the major line items follows. Loans Period-end loans increased 5 percent and 10 percent to$32.7 billion as ofJune 30, 2020 from$31.1 billion onDecember 31, 2019 and$29.7 billion as ofJune 30, 2019 . The increase in period-end loan balances compared toDecember 31, 2019 was primarily driven by PPP lending. Average loans increased to$34.0 billion in second quarter 2020 compared to$30.7 billion in fourth quarter 2019 and$28.7 billion in second quarter 2019. The following table summarizes FHN's average loans for quarters-endedJune 30, 2020 andDecember 31, 2019 . Table 5-Average Loans Quarter Ended Quarter Ended June 30, 2020 December 31, 2019 (Dollars in thousands) Amount Percent of total Amount Percent of total Growth Rate Commercial: Commercial, financial, and industrial$ 22,694,432 67 %$ 19,739,937 64 % 15 % Commercial real estate 4,709,676 14 4,263,597 14 10 Total commercial 27,404,108 81 24,003,534 78 14
Consumer:
Consumer real estate (a) (b) 6,087,485 18 6,194,134 20 (2 ) Credit card, OTC and other 476,088 1 508,651 2 (6 ) Total consumer 6,563,573 19 6,702,785 22 (2 ) Total loans, net of unearned income$ 33,967,681 100 %$ 30,706,319 100 % 11 % * Amount is less than one percent. (a) Balance asDecember 31, 2019 includes$7.1 million of restricted and secured real estate loans. FIRST HORIZON NATIONAL CORP. 2Q20 FORM 10-Q REPORT 97
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(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 67 percent of total loans in second quarter 2020 and 64 percent fourth quarter 2019. C&I loans increased 15 percent from fourth quarter 2019, largely driven by PPP lending and higher balances within mortgage warehouse lending. Commercial real estate loans experienced a net increase of 10 percent to$4.7 billion in second quarter 2020. Average consumer loans declined 2 percent from fourth quarter 2019 to$6.6 billion in second quarter 2020, largely driven by the continued wind-down of portfolios within the Non-strategic segment and declines in home equity lines of credit within the Regional Banking segment.Investment Securities FHN's investment portfolio consists principally of debt securities, including government agency issued mortgage-backed securities ("MBS") and government agency issued collateralized mortgage obligations ("CMO"), substantially all of which are classified as available-for-sale. 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$5.5 billion onJune 30, 2020 up from$4.5 billion onDecember 31, 2019 . Average investment securities were$4.5 billion in second quarter 2020 and$4.4 billion in fourth quarter 2019, representing 11 percent of average earning assets in second quarter 2020 and 12 percent in fourth quarter 2019. The increase in period-end and average investment securities was driven by FHN's reinvestment strategy in 2020 coupled with excess levels of cash from strong customer liquidity. FHN manages the size and mix of the investment portfolio to assist in asset liability management, provide liquidity, and optimize risk adjusted returns. Loans Held-for-Sale Loans HFS consists of small business, other consumer loans, the mortgage warehouse,USDA , student, and home equity loans. OnJune 30, 2020 , andDecember 31, 2019 , loans HFS were$745.7 million and$593.8 million , respectively. The average balance of loans HFS increased to$731.3 million in second quarter 2020 from$581.8 million in fourth quarter 2019. The increase in period-end and average loans HFS was primarily driven by an increase in small business loans, somewhat offset by a decrease inUSDA loans. Other Earning Assets Other earning assets include trading securities (fixed income trading inventory), securities purchased under agreements to resell ("asset repos"), federal funds sold ("FFS"), and interest-bearing deposits with the Fed and other financial institutions. Other earning assets averaged$3.5 billion in second quarter 2020, a 38 percent increase from$2.5 billion in fourth quarter 2019. The increase in average other earning assets was primarily driven by strong customer liquidity that led to higher balances of interest-bearing cash and, to a lesser extent, an increase in fixed income trading inventory relative to fourth quarter 2019. Fixed income's trading inventory fluctuates daily based on customer demand. These increases were somewhat offset by a decline in asset repos, which are used in fixed income trading activities and generally fluctuate with the level of fixed income trading liabilities (short-positions) as securities collateral from asset repo transactions are used to fulfill trades. Other earning assets were$4.7 billion onJune 30, 2020 , up from$2.5 billion onDecember 31, 2019 , primarily driven by an increase in interest-bearing cash, partially offset by decreases in asset repos and trading securities. The following table summarizes FHN's average other earning assets for quarters-endedJune 30, 2020 andDecember 31, 2019 . Table 6-Average Other Earning Assets Quarter Ended Quarter Ended June 30, 2020 December 31, 2019 (Dollars in thousands) Amount Percent of total Amount Percent of total Growth Rate Other earning assets Interest-bearing cash$ 1,619,686 47 %$ 586,495 23 % NM Trading securities 1,419,868 41 1,263,633 50 12 % Securities purchased under agreements to resell 393,539 11 645,979 26 (39 ) Federal funds sold 28,208 1 9,700 1 NM Total other earning assets$ 3,461,301 100 %$ 2,505,807 100 % 38 % FIRST HORIZON NATIONAL CORP. 2Q20 FORM 10-Q REPORT 98
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Non-earning assets Period-end non-earning assets were$5.0 billion and$4.7 billion onJune 30, 2020 andDecember 31, 2019 , respectively, driven largely by increases in derivative assets, equity investments (primarily FHLB stock), and fixed income receivables, partially offset by an increase in the ALLL. Derivative assets and fixed income receivable balances were higher as a result of market volatility during the first half of 2020 and an increase in required margin posting. The increase in the ALLL was due to the adoption of ASU 2016-13 (CECL) onJanuary 1, 2020 and additional reserves established during first and second quarter 2020 due to the deterioration in the economic forecast related to the effects of the COVID-19 pandemic. Deposits Average deposits increased$4.7 billion and$5.6 billion to$37.5 billion in second quarter 2020, from$32.8 billion in fourth quarter 2019 and$32.0 billion in second quarter 2019. Period-end deposits increased 16 percent and 17 percent, respectively, to$37.8 billion onJune 30, 2020 , from$32.4 billion onDecember 31, 2019 and$32.3 billion onJune 30, 2019 . The increase in both average and period-end balances fromDecember 31, 2019 andJune 30, 2019 was largely the result of significant customer deposit inflows beginning inMarch 2020 as brokerage customers exited equity markets to move in cash positions given the market volatility associated with the COVID-19 pandemic, as well as management's decision in first quarter 2020 to increase market-indexed deposits (given the favorable benefits of this funding source in lower interest-rate environments). The influx in noninterest-bearing deposits during the first half of 2020 resulted in an increase in the percentage of average noninterest-bearing deposits from 26 percent of total deposits in fourth quarter 2019 to 30 percent of total deposits in second quarter 2020. The following table summarizes FHN's average deposits for quarters-endedJune 30, 2020 andDecember 31, 2019 . Table 7-Average Deposits Quarter Ended Quarter Ended June 30, 2020 December 31, 2019 (Dollars in thousands) Amount Percent of total Amount Percent of total Growth Rate Interest-bearing deposits: Consumer$ 14,153,186 38 %$ 13,718,820 42 % 3 % Commercial 6,002,315 16 6,145,681 19 (2 ) Market-indexed (a) 6,055,468 16 4,370,025 13 39 Total interest-bearing deposits 26,210,969 70 24,234,526 74 8 Noninterest-bearing deposits 11,315,526 30 8,542,521 26 32 Total deposits$ 37,526,495 100 %$ 32,777,047 100 % 14 %
(a) Market-indexed deposits are tied to an index not administered by FHN and are
comprised of insured network deposits, correspondent banking deposits, and
trust/sweep deposits. Short-Term Borrowings Short-term borrowings (federal funds purchased ("FFP"), securities sold under agreements to repurchase, trading liabilities, and other short-term borrowings) averaged$3.0 billion in second quarter 2020, down 10 percent from$3.3 billion in fourth quarter 2019. As noted in the table below, the decrease in short-term borrowings between second quarter 2020 and fourth quarter 2019 was primarily driven by decreases in other short-term borrowings, trading liabilities, and FFP, 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 fluctuates based on expectations of customer demand. FFP fluctuates depending on the amount of excess funding of FHN's correspondent bank customers. Period-end short-term borrowings decreased 35 percent to$2.6 billion onJune 30, 2020 from$4.0 billion onDecember 31, 2019 , primarily driven by a decrease in other short-term borrowings, as FHN was able to use an influx of customer deposits to support balance sheet funding. To a lesser extent trading liabilities also decreased on a period-end basis, somewhat offset by increases in securities purchased under agreements to resell and FFP.FIRST HORIZON NATIONAL CORP. 2Q20 FORM 10-Q
REPORT 99
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Table 8-Average Short-Term Borrowings
Quarter Ended Quarter Ended June 30, 2020 December 31, 2019 (Dollars in thousands) Amount Percent of total Amount Percent of total Growth Rate Short-term borrowings: Federal funds purchased$ 1,037,107 35 %$ 1,163,701 35 % (11 )% Securities sold under agreements to repurchase 1,011,339 34 701,213 21 44 Other short-term borrowings 555,032 19 844,558 26 (34 ) Trading liabilities 352,433 12 585,889 18 (40 ) Total short-term borrowings$ 2,955,911 100 %$ 3,295,361 100 % (10 )% Term Borrowings Term borrowings include senior and subordinated borrowings with original maturities greater than one year. Average term borrowings were$1.4 billion in second quarter 2020 and$.9 billion in fourth quarter 2019. Period-end term borrowings were$2.0 billion onJune 30, 2020 , up from$.8 billion onDecember 31, 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 byFirst Horizon Bank inApril 2020 , and the issuance of$800 million of senior notes by FHN inMay 2020 . Other Liabilities Period-end other liabilities were$1.0 billion onJune 30, 2020 andDecember 31, 2019 . 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 increased to$5.2 billion onJune 30, 2020 from$5.1 billion onDecember 31, 2019 . Average equity increased to$5.1 billion in second quarter 2020 from$5.0 billion in fourth quarter 2019. The increase in period-end and average equity was primarily due to the issuance of 1,500 shares of Series E Non-Cumulative Perpetual Preferred Stock inMay 2020 and a decrease in accumulated other comprehensive income ("AOCI"), largely the result of an increase in unrealized gains associated with AFS debt securities. These increases were partially offset by the adoption impact of ASU 2016-13 (CECL) which resulted in a net decrease to retained earnings of$96.1 million onJanuary 1, 2020 , coupled with common and preferred dividends paid, somewhat offset by net income recognized since fourth quarter 2019. FIRST HORIZON NATIONAL CORP. 2Q20 FORM 10-Q
REPORT 100
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The following tables provide a reconciliation of Shareholders' equity from the Consolidated Condensed Statements of Condition to Common Equity Tier 1, Tier 1 andTotal Regulatory Capital as well as certain selected capital ratios: Table 9-Regulatory Capital and Ratios (Dollars in thousands) June 30, 2020 December 31, 2019 Shareholders' equity$ 4,912,954 $ 4,780,577 Modified CECL transitional amount (a) 158,948 - FHN non-cumulative perpetual preferred (240,289 ) (95,624 ) Common equity$ 4,831,613 $ 4,684,953 Regulatory adjustments: Disallowed goodwill and other intangibles (1,496,625 ) (1,505,971 ) Net unrealized (gains)/losses on securities available-for-sale (118,327 ) (31,079 )
Net unrealized (gains)/losses on pension and other postretirement plans
269,430 273,914 Net unrealized (gains)/losses on cash flow hedges (16,305 ) (3,227 ) Disallowed deferred tax assets (11,491 ) (8,610 ) Other deductions from common equity tier 1 (849 ) (1,044 ) Common equity tier 1$ 3,457,446 $ 3,408,936 FHN non-cumulative perpetual preferred 240,289 95,624 Qualifying noncontrolling interest-First Horizon Bank preferred stock 294,816 255,890 Tier 1 capital$ 3,992,551 $ 3,760,450 Tier 2 capital 667,100 394,435 Total regulatory capital$ 4,659,651 $ 4,154,885 Risk-Weighted Assets First Horizon National Corporation$ 37,360,843 $ 37,045,782 First Horizon Bank 37,037,629
36,626,993
Average Assets for Leverage First Horizon National Corporation 46,683,933 41,583,446 First Horizon Bank 46,111,262 40,867,365 June 30, 2020 December 31, 2019 Ratio Amount Ratio Amount Common Equity Tier 1 First Horizon National Corporation 9.25 %$ 3,457,446 9.20 %$ 3,408,936 First Horizon Bank 9.84 3,644,724 9.38
3,433,867
Tier 1 First Horizon National Corporation 10.69 3,992,551 10.15 3,760,450 First Horizon Bank 10.64 3,939,540 10.18
3,728,683
Total
13.05 4,835,218 10.77
3,944,613
Tier 1 Leverage First Horizon National Corporation 8.55 3,992,551 9.04 3,760,450 First Horizon Bank 8.54 3,939,540 9.12 3,728,683
(a) The modified CECL transitional amount is calculated as defined in the CECL
interim final rule issued by the banking regulators on
includes the full amount of the impact to retained earnings from the initial
adoption of CECL plus 25 percent of the change in the adjusted allowance for
credit losses ("AACL") since FHN's initial adoption of CECL through
2020. 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 6.5 percent, 8 percent, 10 percent, and 5 percent, respectively. Furthermore, beginningJanuary 1, 2019 , a capital conservation buffer of 50 basis points above these levels must be maintained on the Common Equity Tier 1, Tier 1FIRST HORIZON NATIONAL CORP. 2Q20 FORM 10-Q
REPORT 101
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Capital and Total Capital ratios to avoid restrictions on dividends, share repurchases and certain discretionary bonuses. As ofJune 30, 2020 , each ofFHN and First Horizon Bank had sufficient capital to qualify as well-capitalized institutions and to meet the capital conservation buffer requirement. The second quarter 2020 capital ratios for bothFHN and First Horizon Bank are calculated under the interim final rule issued by the banking regulators in lateMarch 2020 to delay the effects of CECL on regulatory capital for two years, followed by a three-year transition period. For bothFHN and First Horizon Bank , the risk-based regulatory capital ratios increased in second quarter 2020 relative to fourth quarter 2019 primarily due to the impact of net income less dividends during the first half of 2020 and, for the Bank only, a reduction of$100 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, and the Total Capital ratios for bothFHN 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 bothFHNC and First Horizon Bank as average assets for leverage in the second quarter 2020 increased relative to fourth quarter 2019. 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 OnJanuary 23, 2018 , FHN announced a$250 million share purchase authority with an expiration date ofJanuary 31, 2020 . OnJanuary 29, 2019 , FHN announced a$250 million increase in that authority along with an extension of the expiration date toJanuary 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 ofJune 30, 2020 ,$229.3 million in purchases had been made under this authority at an average price per share of$15.09 ,$15.07 excluding commissions. Management currently does not anticipate purchasing a material number of shares under this authority during 2020. Table 10a-Issuer Purchases of Common Stock - General Authority Total number of Maximum approximate (Dollar values and volume Total number shares purchased dollar value that may in thousands, except per of shares Average price as part of publicly yet be purchased under share data) purchased paid per share (a) announced programs the programs 2020 April 1 to April 30 - NA - $ 270,654 May 1 to May 31 - NA - 270,654 June 1 to June 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 onAugust 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 onApril 24, 2006 , is 29.6 million shares calculated before adjusting for stock dividends distributed throughJanuary 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 exercise period of the various compensation plans on or beforeDecember 31, 2023 . Purchases may be made in the FIRST HORIZON NATIONAL CORP. 2Q20 FORM 10-Q REPORT 102
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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
number of shares that may be purchased under the program was 24.1 million shares. Management currently does not anticipate purchasing a material number of shares under this authority during 2020.
Table 10b-Issuer Purchase of Common Stock - Compensation Authority
Total
number of Maximum number
Total number shares purchased of shares that may (Volume in thousands, of shares Average price as part of publicly yet be purchased except per share data) purchased paid per share announced programs under the programs 2020 April 1 to April 30 1 $ 7.18 1 $ 24,315 May 1 to May 31 182 8.03 182 24,134 June 1 to June 30 * 12.09 * 24,133 Total 183 $ 8.04 183 * - amount less than 500 shares. 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 (19 percent of total loans). Industry concentrations are discussed under the heading C&I below. Consolidated key asset quality metrics for each of these portfolios can be found in Table 17 - Asset Quality by Portfolio. Credit underwriting guidelines are outlined in Item 7 of FHN's Annual Report on Form 10-K for the year endedDecember 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 ofJune 30, 2020 , are generally consistent with those reported and disclosed in the Company's Form 10-K for the year endedDecember 31, 2019 . COMMERCIAL LOAN PORTFOLIOS C&I The C&I portfolio was$21.4 billion onJune 30, 2020 , and is comprised of loans used for general business purposes. Typical products include working capital lines of credit, term loan financing of owner-occupied real estate and fixed assets, and trade credit enhancement through letters of credit. The largest geographical concentrations of balances as ofJune 30, 2020 , are inTennessee (32 percent),North Carolina (11 percent),California (7 percent),Florida (7 percent),Texas (6 percent),Georgia (4 percent), andSouth Carolina (3 percent), with no other state representing more than 3 percent of the portfolio. The following table provides the composition of the C&I portfolio by industry as ofJune 30, 2020 , andDecember 31, 2019 . For purposes of this disclosure, industries are determined based on the North American Industry Classification System ("NAICS") industry codes used by Federal statistical agencies in classifying business establishments for the collection, analysis, and publication of statistical data related to theU.S. business economy. FIRST HORIZON NATIONAL CORP. 2Q20 FORM 10-Q
REPORT 103
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Table 11-C&I Loan Portfolio by Industry
June 30, 2020 December 31, 2019 (Dollars in thousands) Amount Percent Amount Percent Industry: Loans to mortgage companies$ 4,020,591 19 %$ 4,410,883 22 % Finance & insurance 2,530,808 12 2,778,411 14 Health care & social assistance 1,850,006 9 1,499,178 8 Accommodation & food service 1,741,834 8 1,364,833 7 Real estate rental & leasing (a) 1,547,227 7 1,454,336 7 Wholesale trade 1,413,665 6 1,372,147 7 Manufacturing 1,303,421 6 1,150,701 6 Other (education, arts, entertainment, etc) (b) 6,986,341 33 6,020,602 29 Total C&I loan portfolio$ 21,393,893 100 %$ 20,051,091 100 %
(a) Leasing, rental of real estate, equipment, and goods.
(b) Industries in this category each comprise less than 5 percent 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. 31 percent of FHN's C&I portfolio (Finance and insurance plus Loans to mortgage companies) could be affected by items that uniquely impact the financial services industry. Except "Finance and Insurance" and "Loans to Mortgage Companies", as discussed below, onJune 30, 2020 , FHN did not have any other concentrations of C&I loans in any single industry of 10 percent or more of total loans. Loans to Mortgage Companies The balance of loans to mortgage companies was 19 percent of the C&I portfolio as ofJune 30, 2020 , 22 percent as ofDecember 31, 2019 and 20 percent as ofJune 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 second quarter 2020, 35 percent of the loans funded were home purchases and 65 percent were refinance transactions. Finance and Insurance The finance and insurance component represents 12 percent of the C&I portfolio as ofJune 30, 2020 , compared to 14 percent as ofDecember 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 ofJune 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 ofJune 30, 2020 , no TRUP relationship was on interest deferral. As ofJune 30, 2020 , the unpaid principal balance ("UPB") of trust preferred loans totaled$227.6 million ($172.6 million of bank TRUPS and$55.0 million of insurance TRUPS) with the UPB of other bank-related loans totaling$305.0 million . Inclusive of an amortizing discount on TRUPS of$18.4 million , total reserves (ALLL plus the amortizing discount) for TRUPS and other bank-related loans were$30.4 million , or 6 percent of outstanding UPB. C&I Asset Quality Trends The C&I portfolio trends have been negatively impacted in the second 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$196.2 million fromDecember 31, 2019 , to$318.7 million as ofJune 30, 2020 , primarily due to the steep decline in the economic forecast attributable to the COVID-19 pandemic and the adoption of ASU 2016-13.FIRST HORIZON NATIONAL CORP. 2Q20 FORM 10-Q
REPORT 104
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The allowance as a percentage of period-end loans increased 88 basis points to 1.49 percent as ofJune 30, 2020 , compared to .61 percent as of year-end 2019. Nonperforming C&I loans increased$53.0 million fromDecember 31, 2019 , to$127.3 million onJune 30, 2020 . The nonperforming loan ("NPL") ratio increased to .60 percent of C&I loans as ofJune 30, 2020 , from .37 percent as ofDecember 31, 2019 . The increase in NPLs was primarily driven by two credits. The 30+ delinquency ratio decreased 2 basis points as ofJune 30, 2020 . Second quarter 2020 experienced net charge-offs of$17.1 million compared to$3.3 million and$6.1 million of net charge-offs in fourth quarter 2019 and second quarter 2019, respectively. Second quarter 2020 net charge-offs were primarily driven by two credits. The following table shows C&I asset quality trends by segment. Table 12-C&I Asset Quality Trends by Segment 2020 Three months ended (Dollars in thousands) Regional Bank Non-Strategic Consolidated Allowance for loan losses as of April 1$ 244,662 $ 9,854 $ 254,516 Charge-offs (18,201 ) - (18,201 ) Recoveries 1,070 3 1,073 Provision/(provision credit) for loan losses 80,930 404 81,334
Allowance for loan losses as of
0.31 % NM 0.30 % Allowance / net charge-offs 4.48 x NM 4.63 x As of June 30 Period-end loans$ 21,074,103 $ 319,790 $ 21,393,893 Nonperforming loans 127,345 - 127,345 Troubled debt restructurings 42,292 - 42,292 30+ Delinq. % (a) 0.03 % - % 0.03 % NPL % 0.60 - 0.60 Allowance / loans % 1.46 3.21 1.49 2019 Three months ended (Dollars in thousands) Regional Bank Non-Strategic Consolidated Allowance for loan losses as of April 1$ 102,393 $ 1,320 $ 103,713 Charge-offs (6,562 ) (28 ) (6,590 ) Recoveries 513 6 519 Provision/(provision credit) for loan losses 18,466 (12 ) 18,454 Allowance for loan losses as of June 30$ 114,810 $ 1,286 $ 116,096 Net charge-offs % (qtr. annualized) 0.14 % 0.03 % 0.14 % Allowance / net charge-offs 4.73 x 14.47 x 4.77 x As of December 31 Period-end loans$ 19,721,457 $ 329,634 $ 20,051,091 Nonperforming loans 74,312 - 74,312 Troubled debt restructurings 42,199 - 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. FIRST HORIZON NATIONAL CORP. 2Q20 FORM 10-Q REPORT 105
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Commercial Real Estate The CRE portfolio was$4.8 billion onJune 30, 2020 . The CRE portfolio includes both financings for commercial construction and nonconstruction loans. The largest geographical concentrations of balances as ofJune 30, 2020 are inNorth Carolina (28 percent),Tennessee (19 percent),Florida (15 percent),Texas (8 percent),South Carolina (7 percent), andGeorgia (6 percent), with no other state representing more than 3 percent of the portfolio. This portfolio is segregated between the income-producing CRE class which contains loans, draws on lines and letters of credit to commercial real estate developers for the construction and mini-permanent financing of income-producing real estate, and the residential CRE class. Subcategories of income CRE consist of office (29 percent), multi-family (22 percent), retail (19 percent), industrial (12 percent), hospitality (11 percent), land/land development (2 percent), and other (5 percent). The residential CRE class includes loans to residential builders and developers for the purpose of constructing single-family homes, condominiums, and town homes, and on a limited basis, for developing residential subdivisions. After the fulfillment of existing commitments over the near term, the residential CRE class will be in a wind-down state with the expectation of full runoff in the foreseeable future. CRE Asset Quality Trends The CRE portfolio asset quality trends as ofJune 30, 2020 were not significantly affected by the global COVID-19 pandemic, with nonperforming loans up$.2 million fromDecember 31, 2019 . However, economic uncertainty attributable to COVID-19 could impact future CRE portfolio trends. The allowance increased to$57.3 million as ofJune 30, 2020 , from$36.1 million as ofDecember 31, 2019 primarily due to COVID-19. Allowance as a percentage of loans increased 36 basis points from .83 percent as ofDecember 31, 2019 , to 1.19 percent as ofJune 30, 2020 . Nonperforming loans as a percentage of total CRE loans remained the same at .04 percent as ofJune 30, 2020 andDecember 31, 2019 . Accruing delinquencies as a percentage of period-end loans decreased to .2 basis points as ofJune 30, 2020 , from 2.0 basis point as ofDecember 31, 2019 . Net recoveries were$95 thousand in second quarter 2020 compared to net charge-offs of$209 thousand in second quarter 2019. The following table shows commercial real estate asset quality trends by segment.FIRST HORIZON NATIONAL CORP. 2Q20 FORM 10-Q REPORT 106
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Table 13-Commercial Real Estate Asset Quality Trends by Segment
2020 Three months ended (Dollars in thousands) Regional Bank Non-Strategic Consolidated Allowance for loan losses as of April 1$ 46,929 $ 696$ 47,625 Charge-offs (61 ) - (61 ) Recoveries 156 - 156 Provision/(provision credit) for loan losses 9,699 (134 ) 9,565 Allowance for loan losses as of June 30$ 56,723 $ 562$ 57,285 Net charge-offs % (qtr. annualized) NM - NM Allowance / net charge-offs NM NM NM As of June 30 Period-end loans$ 4,793,816 $ 19,525 $ 4,813,341 Nonperforming loans 2,067 - 2,067 Troubled debt restructurings 1,120 - 1,120 30+ Delinq. % (a) - % - % - % NPL % 0.04 - 0.04 Allowance / loans % 1.18 2.88 1.19 2019 Three months ended (Dollars in thousands) Regional Bank Non-Strategic Consolidated Allowance for loan losses as of April 1$ 30,801 $ 3,581 $ 34,382 Charge-offs (121 ) - (121 ) Recoveries (88 ) - (88 ) Provision/(provision credit) for loan losses (1,377 ) 157 (1,220 )
Allowance for loan losses as of
0.02 % NM 0.02 % Allowance / net charge-offs 34.79 x NM 39.25 x As of December 31 Period-end loans$ 4,292,199 $ 44,818 $ 4,337,017 Nonperforming loans 1,825 - 1,825 Troubled debt restructurings 1,200 - 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. FIRST HORIZON NATIONAL CORP. 2Q20 FORM 10-Q REPORT 107
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CONSUMER LOAN PORTFOLIOSConsumer Real Estate The consumer real estate portfolio was$6.1 billion onJune 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 ofJune 30, 2020 , are inTennessee (54 percent),North Carolina (15 percent),Florida (14 percent), andCalifornia (3 percent), with no other state representing more than 3 percent of the portfolio. As ofJune 30, 2020 , approximately 86 percent of the consumer real estate portfolio was in a first lien position. At origination, weighted average FICO score of this portfolio was 755 and refreshed FICO scores averaged 756 onJune 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$1.2 billion of the consumer real estate portfolio as ofJune 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 ofJune 30, 2020 , approximately 78 percent of FHN's HELOCs are in the draw period compared to approximately 76 percent as ofDecember 31, 2019 . Based on when draw periods are scheduled to end per the line agreement, it is expected that$295.7 million , or 32 percent of HELOCs currently in the draw period, will enter the repayment period during the next 60 months. Delinquencies and charge-off rates for HELOCs that have entered the repayment period are initially higher than HELOCs still in the draw period because of the increased minimum payment requirement; however, after some seasoning, performance of these loans usually begins to stabilize. The home equity lines of the consumer real estate portfolio are being monitored closely for those nearing the end of the draw period and borrowers are initially being contacted at least 24 months before the repayment period begins to remind the customer of the terms of their agreement and to inform them of options. The following table shows the HELOCs currently in the draw period and expected timing of conversion to the repayment period. Table 14-HELOC Draw To Repayment Schedule June 30, 2020 December 31, 2019 Repayment Repayment (Dollars in thousands) Amount Percent Amount Percent Months remaining in draw period: 0-12$ 46,112 5 %$ 47,455 5 % 13-24 58,195 6 58,843 6 25-36 58,924 6 65,833 7 37-48 56,256 6 67,692 7 49-60 76,207 8 75,246 7 >60 642,628 69 666,001 68 Total$ 938,322 100 %$ 981,070 100 % Consumer Real Estate Asset Quality Trends Overall, performance of the consumer real estate portfolio remained stable in second 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 and nonaccruals as well as the 30+ accruing delinquencies ratio improved from year-end, nonperforming loans ratios deteriorated. 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 20 basis points from year-end to 1.59 percent as ofJune 30, 2020 . The ALLL increased$115.3 million fromDecember 31, 2019 , to$143.8 million as ofJune 30, 2020 , primarily due to the COVID-19 pandemic and the adoption of ASU 2016-13. The allowance as a percentage of loans increased 192 basis points to 2.38 percent as ofJune 30, 2020 , compared to year-end. The balance of nonperforming loans increased$10.6 million to$96.3 million as ofJune 30, 2020 . Loans delinquent 30 or more days and still accruing declined from$42.9 million as of FIRST HORIZON NATIONAL CORP. 2Q20 FORM 10-Q
REPORT 108
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December 31, 2019 , to$32.3 million as ofJune 30, 2020 . The portfolio realized net recoveries of$2.0 million in second quarter 2020 compared to net recoveries of$3.3
million in fourth quarter 2019 and net recoveries of
The following table shows consumer real estate asset quality trends by segment. Table 15-Consumer Real Estate Asset Quality Trends by Segment
2020 Three months ended (Dollars in thousands) Regional Bank Corporate Non-Strategic Consolidated Allowance for loan losses as of April 1$ 102,958 N/A$ 20,064 $ 123,022 Charge-offs (763 ) N/A (1,205 ) (1,968 ) Recoveries 1,410 N/A 2,577 3,987 Provision/(provision credit) for loan losses 17,280 N/A 1,436 18,716 Allowance for loan losses as of June 30$ 120,885 N/A$ 22,872 $ 143,757 Net charge-offs % (qtr. annualized) NM N/A NM NM Allowance / net charge-offs NM N/A NM NM As of June 30 Period-end loans$ 5,692,309 $ 27,887 $ 332,197 $ 6,052,393 Nonperforming loans 45,678 1,209 49,437 96,324 Troubled debt restructurings 49,630 2,908 96,005 148,543 30+ Delinq. % (a) 0.42 % 4.90 % 2.11 % 0.53 % NPL % 0.80 4.34 14.88 1.59 Allowance / loans % 2.12 N/A 6.89 2.38 2019 Three months ended (a) (Dollars in thousands) Regional Bank Corporate Non-Strategic Consolidated Allowance for loan losses as of April 1$ 15,203 N/A$ 18,951 $ 34,154 Charge-offs (826 ) N/A (888 ) (1,714 ) Recoveries 1,240 N/A 4,285 5,525 Provision/(provision credit) for loan losses (912 ) N/A (5,521 ) (6,433 ) Allowance for loan losses as of June 30$ 14,705 N/A$ 16,827 $ 31,532 Net charge-offs % (qtr. annualized) NM N/A NM NM Allowance / net charge-offs NM N/A NM NM As of December 31 (a) Period-end loans$ 5,738,455 $ 31,473 $ 407,211 $ 6,177,139 Nonperforming loans 37,014 1,327 47,353 85,694 Troubled debt restructurings 46,031 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/A 3.71 0.46 NM-Not meaningful Loans are expressed net of unearned income. (a) In first quarter 2020, the Permanent Mortgage portfolio was combined into
comparability.
(b) 30+ Delinquency % includes all accounts delinquent more than one month and
still accruing interest.FIRST HORIZON NATIONAL CORP. 2Q20 FORM 10-Q REPORT 109
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Credit Card and Other The credit card and other portfolio, which is primarily within the regional banking segment, was$.4 billion as ofJune 30, 2020 , and primarily includes credit card receivables, other consumer-related credits, and automobile loans. The allowance increased to$18.1 million as ofJune 30, 2020 , from$13.3 million asDecember 31, 2019 , primarily driven by economic uncertainty attributable to the COVID-19 pandemic and the adoption of ASU 2016-13. Loans 30 days or more delinquent and accruing as a percentage of loans decreased 16 basis points fromDecember 31, 2019 , to .77 percent as ofJune 30, 2020 . Net charge-offs were$1.6 million in second quarter 2020 compared to$2.7 million in second quarter 2019. Table 16-Credit Card and Other Asset Quality Trends by Segment 2020 Three months ended (Dollars in thousands) Regional Bank Non-Strategic Consolidated Allowance for loan losses as of April 1$ 19,003 $ 324$ 19,327 Charge-offs (2,471 ) (206 ) (2,677 ) Recoveries 871 211 1,082 Provision/(provision credit) for loan losses 404 (19 ) 385
Allowance for loan losses as of
310$ 18,117 Net charge-offs % (qtr. annualized) 1.42 % NM 1.35 % Allowance / net charge-offs 2.77 x NM 2.82 x As of June 30 Period-end loans$ 429,610 $ 19,700 $ 449,310 Nonperforming loans 98 157 255 Troubled debt restructurings 661 27 688 30+ Delinq. % (a) 0.74 % 1.42 % 0.77 % NPL % 0.02 0.79 0.06 Allowance / loans % 4.14 1.57 4.03 2019 Three months ended (Dollars in thousands) Regional Bank Non-Strategic Consolidated Allowance for loan losses as of April 1$ 12,517 $ 145$ 12,662 Charge-offs (2,884 ) (914 ) (3,798 ) Recoveries 887 218 1,105 Provision/(provision credit) for loan losses 1,599 600 2,199
Allowance for loan losses as of
49$ 12,168 Net charge-offs % (qtr. annualized) 1.84 % 4.41 % 2.17 % Allowance / net charge-offs 1.51 x 0.02 x 1.13 x As of December 31 Period-end loans$ 460,742 $ 35,122 $ 495,864 Nonperforming loans 36 298 334 Troubled debt restructurings 615 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. FIRST HORIZON NATIONAL CORP. 2Q20 FORM 10-Q REPORT 110
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The following table provides additional asset quality data by loan portfolio: Table 17-Asset Quality by Portfolio
June 30 December 31 2020 2019 Key Portfolio Details C&I Period-end loans ($ millions)$ 21,394 $ 20,051 30+ Delinq. % (a) 0.03 % 0.05 % NPL % 0.60 0.37 Charge-offs % (qtr. annualized) 0.30 0.07 Allowance / loans % 1.49 % 0.61 % Allowance / net charge-offs 4.63 x 9.25 xCommercial Real Estate Period-end loans ($ millions)$ 4,813 $ 4,337 30+ Delinq. % (a) - % 0.02 % NPL % 0.04 0.04 Charge-offs % (qtr. annualized) NM NM Allowance / loans % 1.19 % 0.83 % Allowance / net charge-offs NM NMConsumer Real Estate (b) Period-end loans ($ millions)$ 6,053 $ 6,177 30+ Delinq. % (a) 0.53 % 0.70 % NPL % 1.59 1.39 Charge-offs % (qtr. annualized) NM NM Allowance / loans % 2.38 % 0.46 % Allowance / net charge-offs NM NM Credit Card and Other Period-end loans ($ millions)$ 449 $ 496 30+ Delinq. % (a) 0.77 % 0.93 % NPL % 0.06 0.07 Charge-offs % (qtr. annualized) 1.35 2.29 Allowance / loans % 4.03 % 2.68 % Allowance / net charge-offs 2.82 x 1.14 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.FIRST HORIZON NATIONAL CORP. 2Q20 FORM 10-Q REPORT 111
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Allowance for Loan 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 losses increased to$537.9 million onJune 30, 2020 , from$200.3 million onDecember 31, 2019 . The ALLL as ofJune 30, 2020 , reflects the adoption of ASU 2016-13 onJanuary 1, 2020 and the steep decline in the economic forecast attributable to the COVID-19 pandemic. The ratio of allowance for credit losses to total loans, net of unearned income, increased 100 basis points to 1.64 percent onJune 30, 2020 , compared to .64 percent onDecember 31, 2019 . The provision for loan 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$110.0 million in second quarter 2020, compared to$13.0 million provision expense in second quarter 2019. The increase is primarily attributable to 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 ofJune 30, 2020 includes$2.1 billion of loans made under the Paycheck Protection Program ("PPP Loans") of theSmall 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 In second quarter 2020, FHN experienced net charge-offs of$16.6 million compared to$5.2 million of net charge-offs in second quarter 2019. The commercial portfolio experienced$17.0 million of net charge-offs in second quarter 2020 compared to$6.3 million in net charge-offs in second quarter 2019. In addition, the consumer real estate portfolio experienced net recoveries of$2.0 million in second quarter 2020 compared to$3.8 million in net recoveries in second quarter 2019. Credit card and other consumer experienced net charge-offs of$1.6 million in second quarter 2020 compared to$2.7 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"). Total nonperforming assets (including NPLs HFS) increased to$245.4 million onJune 30, 2020 , from$181.9 million onDecember 31, 2019 . The nonperforming assets ratio (nonperforming assets excluding NPLs HFS to total period-end loans plus OREO and other assets) increased to .73 percent as ofJune 30, 2020 , from .57 percent as ofDecember 31, 2019 . Portfolio nonperforming loans increased to$226.0 million as ofJune 30, 2020 , from$162.2 million as ofDecember 31, 2019 . The increase in nonperforming loans was driven by the C&I portfolio. The ratio of the ALLL to NPLs in the loan portfolio was 2.38 times as ofJune 30, 2020 , compared to 1.24 times as ofDecember 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 19 provides an activity rollforward of OREO balances forJune 30, 2020 and 2019. The balance of OREO, exclusive of inventory from government insured mortgages, decreased to$13.2 million as ofJune 30, 2020 , from$16.6 million as ofJune 30, 2019 , driven by the sale of OREO. Moreover, property values have stabilized which also affects the balance of OREO.FIRST HORIZON NATIONAL CORP. 2Q20 FORM 10-Q
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Table 18-Rollforward of OREO Three Months Ended Six Months Ended June 30 June 30 (Dollars in thousands) 2020 2019 2020 2019 Beginning balance$ 13,881 $ 20,676 $ 15,660 $ 22,387 Valuation adjustments (142 ) (9 ) (169 ) 26 New foreclosed property 757 1,394 1,685 3,001 Disposal (1,319 ) (5,468 ) (3,999 ) (8,821 ) Ending balance, March 31 (a)$ 13,177 $ 16,593 $ 13,177 $ 16,593
(a) Excludes OREO and receivables related to government insured mortgages of
million and
The following table provides consolidated asset quality information for the
three months ended
Three Months Ended June 30 (Dollars in thousands) 2020 2019 Allowance for loan losses: Beginning balance on April 1$ 444,490 $ 184,911 Provision/(provision credit) for loan losses 110,000 13,000 Charge-offs (22,907 ) (12,223 ) Recoveries 6,298 7,061 Ending balance on June 30$ 537,881 $ 192,749 Reserve for remaining unfunded commitments 50,461
7,524
Total allowance for loan losses and reserve for unfunded commitments$ 588,342 $
200,273
Key ratios Allowance / net charge-offs (a) 8.05 x 9.31 x Net charge-offs % (b) 0.20 % 0.07 % As of June 30 As of December 31 Nonperforming Assets by Segment 2020 2019 Regional Banking: Nonperforming loans (c)$ 175,188 $ 113,187 OREO (e) 9,210 12,347 Total Regional Banking 184,398 125,534 Non-Strategic: Nonperforming loans (c) 49,594 47,651 Nonperforming loans held-for-sale net of fair value adjustment (c) 6,219 4,047 OREO (e) 3,967 3,313 Total Non-Strategic 59,780 55,011 Corporate: Nonperforming loans (c) 1,209 1,327 Total Corporate 1,209 1,327 Total nonperforming assets (c) (d)$ 245,387 $
181,872
NM - Not meaningful. (a) Ratio is total allowance divided by annualized net charge-offs.
(b) Ratio is annualized net charge-offs divided by quarterly average loans, net
of unearned income.
(c) Excludes loans that are 90 or more days past due and still accruing interest.
(d) Excludes OREO from government-insured mortgages.
FIRST HORIZON NATIONAL CORP. 2Q20 FORM 10-Q REPORT 113
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Table 19-Asset Quality Information (continued)
As of June 30 As of December 31 2020 2019 Loans and commitments: Total period-end loans, net of unearned income$ 32,708,937 $ 31,061,111 Potential problem assets (a) 401,049 346,896 Loans 30 to 89 days past due 27,156 36,052 Loans 90 days past due (b) (c) 14,498
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) 4,755 3,424 Loans held-for-sale 90 days past due (c) 6,336 6,484 Loans held-for-sale 90 days past due-guaranteed portion (c) (d) 6,233 6,417 Remaining unfunded commitments$ 12,945,839 $ 12,355,220 Key ratios Allowance / loans % 1.64 % 0.64 % Allowance / NPL 2.38 x 1.24 x NPA % (e) 0.73 % 0.57 % NPL % 0.69 % 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,
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$14.5 million onJune 30, 2020 , compared to$21.9 million onDecember 31, 2019 . The decrease was primarily driven by R/E installment loans. Loans 30 to 89 days past due were$27.2 million onJune 30, 2020 , compared to$36.1 million onDecember 31, 2019 . The decrease was primarily driven by the HELOC and General 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$401.0 million onJune 30, 2020 ,$346.9 million onDecember 31, 2019 , and$279.7 million onJune 30, 2019 . The increase in potential problem assets compared toDecember 31, 2019 was due to 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 losses. Troubled Debt Restructuring and Loan Modifications As part of FHN's ongoing risk management practices, FHN attempts to work with borrowers when appropriate to extend or modify loan terms to better align with their current ability to repay. Extensions and modifications to loans are made in accordance with internal policies and guidelines which conform to regulatory guidance. Each occurrence is unique to the borrower and is evaluated separately. In a situation where an economic concession has been granted to a borrower that is experiencing financial difficulty, FHN identifies and reports that loan as a Troubled Debt Restructuring ("TDR"). See Note 4 - Loans for further discussion regarding TDRs and loan modifications. OnJune 30, 2020 andDecember 31, 2019 , FHN had$192.6 million and$206.3 million portfolio loans classified as TDRs, respectively. For TDRs in the loan portfolio, FHN had loan loss reserves of$13.6 million and$19.7 million , or 7 percent and 10 percent of TDR balances, as ofJune 30, 2020 andDecember 31, 2019 , respectively. Additionally, FHN had$45.1 million and$51.1 million of HFS loans classified as TDRs as ofJune 30, 2020 andDecember 31, 2019 , respectively.FIRST HORIZON NATIONAL CORP. 2Q20 FORM 10-Q REPORT 114
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The following table provides a summary of TDRs for the periods endedJune 30, 2020 andDecember 31, 2019 : Table 20-Troubled Debt Restructurings As of As of (Dollars in thousands) June 30, 2020 December 31, 2019 Held-to-maturity: Consumer real estate (a): Current 92,229 105,525 Delinquent 2,624 4,634 Non-accrual (b) 53,690 52,087 Total consumer real estate 148,543 162,246 Credit card and other: Current 663 615 Delinquent 25 38 Non-accrual - - Total credit card and other 688 653 Commercial loans: Current 18,751 10,558 Delinquent - - Non-accrual 24,661 32,841 Total commercial loans 43,412 43,399 Total held-to-maturity$ 192,643 $ 206,298 Held-for-sale: Current$ 36,371 $ 39,014 Delinquent 6,758 8,008 Non-accrual 1,923 4,106 Total held-for-sale 45,052 51,128 Total troubled debt restructurings$ 237,695 $ 257,426
(a) In first quarter 2020, the Permanent Mortgage portfolio was combined into
comparability.
(b) Balances as of
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 endedDecember 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 endedDecember 31, 2019 . Value-at-Risk ("VaR") and Stress Testing VaR is a statistical risk measure used to estimate the potential loss in value from adverse market movements over an assumed fixed holding period within a stated confidence level. FHN employs a model to compute daily VaR measures for its trading securities inventory. FHN computes VaR using historical simulation with a 1-year lookback period at a 99 percent confidence level and 1-day and 10-day time horizons. Additionally, FHN computes a Stressed VaR ("SVaR") measure. The SVaR computation uses the same model but with model inputs reflecting historical data from a continuous 12-month period that reflects a period of significant financial stress appropriate for our trading securities portfolio.FIRST HORIZON NATIONAL CORP. 2Q20 FORM 10-Q REPORT 115
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A summary of FHN's VaR and SVaR measures for 1-day and 10-day time horizons is as follows: Table 21-VaR and SVaR Measures Three Months Ended Six Months Ended As of June 30, 2020 June 30, 2020 June 30, 2020 (Dollars in thousands) Mean High Low Mean High Low 1-day VaR$ 3,038 $ 5,058 $ 1,717 $ 2,668 $ 6,783 $ 1,023 $ 2,927 SVaR 3,933 6,194 2,726 6,212 17,727 2,726 3,246 10-day VaR 13,261 19,214 7,603 10,126 24,880 1,807 12,929 SVaR 13,680 19,214 9,316 20,043 43,221 9,316 12,929 Three Months Ended Six Months Ended As of June 30, 2019 June 30, 2019 June 30, 2019 (Dollars in thousands) Mean High Low Mean High Low 1-day VaR$ 1,015 $ 1,246 $ 748 $ 1,221 $ 1,907 $ 748 $ 901 SVaR 6,266 9,595 4,700 7,239 9,629 4,700 5,356 10-day VaR 2,643 4,518 2,025 3,010 4,518 2,025 3,164 SVaR 16,859 22,333 13,588 19,268 28,086 13,588 13,932 Year Ended As of December 31, 2019 December 31, 2019 (Dollars in thousands) Mean High Low 1-day VaR$ 1,068 $ 1,907 $ 503 $ 1,325 SVaR 6,198 9,629 3,157 4,579 10-day VaR 2,824 7,000 1,499 2,233 SVaR 17,367 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. FHN's overall VaR measure includes both interest rate risk and credit spread risk. Separate measures of these component risks are as follows: Table 22-Schedule of Risks Included in VaR As of June 30, 2020 As of June 30, 2019 As of December 31, 2019 (Dollars in thousands) 1-day 10-day 1-day 10-day 1-day 10-day Interest rate risk$ 1,166 $ 3,858 $ 722 $ 2,495 $ 693 $ 3,929 Credit spread risk 1,770 7,725 204 450 417 828
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.FIRST HORIZON NATIONAL CORP. 2Q20 FORM 10-Q REPORT 116
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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 theMarket 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 theTreasury yield curve is assumed to increase 15 basis points and the 10-year point on theTreasury 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 theTreasury yield curve is assumed to decrease 15 basis points and the 10-year point on theTreasury 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 onTreasury 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 byFHN'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 endedDecember 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 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 ofJune 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 2.3 percent, 4.5 percent, 8.1 percent, and 13.0 percent, 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 1.6 percent. 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 1.8 percent. Rate shocks of minus 25 basis points and 50 basis points result in unfavorable NII variances of 3.3 percent and 4.2 percent. 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 theFIRST HORIZON NATIONAL CORP. 2Q20 FORM 10-Q REPORT 117
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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 endedDecember 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 endedDecember 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 endedDecember 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 endedDecember 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 ($5.8 billion was available atJune 30, 2020 ), brokered deposits, loan sales, syndications, and access to theFederal 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. TheFederal Deposit Insurance Corporation insures these deposits to the extent authorized by law. Generally, these limits are$250 thousand per account owner for interest bearing and non-interest bearing accounts. The ratio of total loans, excluding loans HFS and restricted real estate loans, to core deposits was 102 percent onJune 30, 2020 compared to 98 percent onDecember 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. BothFHN 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. InMay 2020 , FHN issued$800 million of senior capital notes. InApril 2020 ,First Horizon Bank issued$450 million of subordinated notes. These subordinated notes qualify as Tier 2 capital forFirst Horizon Bank as well as FHN, up to certain regulatory limits for minority interest capital instruments. BothFHN 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. InJanuary 2013 , FHN issued$100 million of Non-Cumulative Perpetual Preferred Stock, Series A, and inMay 2020 , FHN issued$150 million of Non-Cumulative Perpetual Preferred Stock, Series E. As ofFIRST HORIZON NATIONAL CORP. 2Q20 FORM 10-Q
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June 30, 2020 ,First Horizon Bank and subsidiaries had outstanding preferred shares of$295.4 million , which are reflected as noncontrolling interest on the Consolidated Condensed Statements of Condition. Parent company liquidity is primarily provided by cash flows stemming from dividends and interest payments collected from subsidiaries. These sources of cash represent the primary sources of funds to pay cash dividends to shareholders and principal and interest to debt holders of FHN. The amount paid to the parent company throughFirst 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 ofFirst 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 allowFirst Horizon Bank to declare preferred or common dividends without prior regulatory approval in an aggregate amount equal toFirst 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 toFirst Horizon Bank's regulatory net income reduced by the preferred and common dividends declared byFirst 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$363.4 million as ofJuly 1, 2020 . Additionally, a capital conservation buffer of 50 basis points above well-capitalized levels (equal to an extra 2.5 percent above minimum levels) must be maintained on the Common Equity Tier 1, Tier 1 Capital and Total Capital ratios to avoid restrictions on dividends. FirstHorizon 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$345.0 million in 2019. FirstHorizon Bank declared and paid preferred dividends in first and second quarter 2020 and each quarter of 2019. Additionally,First Horizon Bank declared preferred dividends in third quarter 2020, payable inOctober 2020 . Payment of a dividend to shareholders of FHN is dependent on several factors which are considered by the Board. These factors include FHN's current and prospective capital, liquidity, and other needs, applicable regulatory restrictions, and also availability of funds to FHN through a dividend fromFirst Horizon Bank . FHN is subject to the capital conservation buffer requirements as described in the above paragraph forFirst Horizon Bank . Additionally, banking regulators generally require insured banks and bank holding companies to pay cash dividends only out of current operating earnings. Consequently, the decision of whether FHN will pay future dividends and the amount of dividends will be affected by current operating results. FHN paid a cash dividend of$.15 per common share onJuly 1, 2020 . FHN paid cash dividends of$1,550.00 per Series A preferred share onJuly 10, 2020 , as
well as
Dividend/share Record Date Payment Date
Common Stock $ 0.15 09/11/2020 10/01/2020 Preferred Stock Series A$ 1,550.00 09/28/2020 10/13/2020 Series C $ 165.00 10/16/2020 11/02/2020 Series D $ 305.00 10/16/2020 11/02/2020 Series E$ 2,383.33 09/28/2020 10/13/2020 CASH FLOWS The Consolidated Condensed Statements of Cash Flows provide information on cash flows from operating, investing, and financing activities for the six months endedJune 30, 2020 and 2019. The level of cash and cash equivalents decreased$247.3 million during the first half of 2020 and$155.6 million during the first half of 2019 Net cash used by investing activities was$5.2 billion in the first half of 2020, driven by an increase in interest-bearing cash, strong loan growth and a net increase in the AFS securities portfolio as purchases outpaced proceeds from maturities and sales. Net cash used by operating activities was$.5 billion in the first half of 2020 primarily due to net cash outflows of$767.8 million related to loans held-for-sale as purchases and originations outpaced proceeds from sales and settlements and$368.6 million related to an increase in derivatives, partially offset by cash inflows of$430.5 million related to fixed income trading activities. Net cash provided in financing activities was$5.5 billion in the first half of 2020, largely driven by an inflow of deposits, proceeds from the issuance of$800 million of senior notes,$450 million of subordinated notes, and$150 million of preferred stock, somewhat offset by a decrease in short-term borrowings (primarily FHLB stock). Net cash used by investing activities was$1.1 billion in the first half of 2019, largely driven by an increase in loan balances somewhat offset by a decrease in interest-bearing cash and a net decrease in AFS debt securities, as maturities and sales outpaced purchases. Net cash provided by financing activities was$595.7 million in the first half of 2019, primarily driven by an increase in other short-term borrowings somewhat offset by a decrease in deposits, share repurchases and cash dividends paid during the first half of 2019. The increase in short-term borrowings was primarily the result of an increase in FHLB borrowings, which fluctuate largely based on loan demand, deposit levels and balance sheet funding strategies. Net cash provided by operating activities was$347.3 million in the first half of 2019 due in large part to net cash inflows of$752.2 million related to fixed income trading activities and favorably driven cash-related net income items. Cash outflows of$605.3 million related to loans HFS negatively FIRST HORIZON NATIONAL CORP. 2Q20 FORM 10-Q
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impacted operating cash flows during the first half of 2019, as purchases of government guaranteed loans outpaced
sales, including the sale of approximately$25 million UPB of subprime consumer loans. Repurchase Obligations, Off-Balance Sheet Arrangements, and Other Contractual Obligations Obligations from Pre-2009 Mortgage Businesses Prior toSeptember 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 throughGinnie 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 10 - 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 10 - 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 currentlyFIRST HORIZON NATIONAL CORP. 2Q20 FORM 10-Q
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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, 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 decreased to$12.9 million onJune 30, 2020 from$14.5 million onDecember 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 theU.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 entireU.S. financial services industry, is affected considerably by the overall health of theU.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. InMarch 2020 theFederal 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-yearU.S. Treasury securities achieved record low rates and theU.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 theU.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 theUnited 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 the Company; 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. InMarch 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, theIRS has released a proposal that is intended to facilitate theFIRST HORIZON NATIONAL CORP. 2Q20 FORM 10-Q
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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 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. Under applicable accounting guidance, FHN is required to record IBKC's loans at estimated fair value as of the closing date,July 1, 2020 . In addition, FHN is required to assess the current expected credit losses associated with IBKC loans. That credit loss assessment will be separate from the fair value estimation, and will result in a charge to FHN's income for certain loans during third quarter 2020. FHN has not yet completed those estimations and assessments, but currently expects that the associated charge to third-quarter income will be substantial. 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 2020Congress 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 theSmall 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 theSmall 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 15,512 of PPP loans with an aggregate principal of$2.1 billion throughJune 30, 2020 . For these loans, FHN anticipates recognizing net lender fees of approximately$60 million . PPP lending has continued in third quarter, but at lower volumes. 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 second quarter 2021 as these loans are forgiven. These estimated prepayments result inFIRST HORIZON NATIONAL CORP. 2Q20 FORM 10-Q
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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 throughJune 30, 2020 . (Dollars in thousands) As of June 30, 2020 Commercial: General C&I $ 1,828,501 Loans to mortgage companies - TRUPS - Income CRE 1,328,907 Residential CRE 1,977 Total Commercial $ 3,159,385 Consumer: HELOC $ 71,529 R/E installment loans 497,058 Credit Card & Other 5,808 Total Consumer 574,395 Total $ 3,733,780 Commercial deferrals processed are comprised primarily of general commercial (43 percent or$1.4 billion ), commercial real estate (27 percent or$862.9 million - primarily within our Mid-Atlantic,Southeast Tennessee , and Middle Tennessee markets), franchise finance (11 percent or$356.4 million ), business banking (8 percent or$256.7 million ), and private client (5 percent or$173.7 million ).
Critical Accounting Policies
Except for the changes to the following Allowance for Loan Losses section, 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 endedDecember 31, 2019 . ALLOWANCE FOR LOAN LOSSES Management's policy is to maintain the ALLL at a level sufficient to absorb expected credit losses in the loan portfolio. Management performs periodic and systematic detailed reviews of its loan portfolio to identify trends and to assess the overall collectability of the loan 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 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 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, andTreasury performs a quarterly review of the assumptions used in FHN's ALLL analytical models, makes qualitative assessments of the loan 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 theExecutive and Risk Committee of FHN's Board of Directors.FIRST HORIZON NATIONAL CORP. 2Q20 FORM 10-Q REPORT 123
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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 these factors and other relevant considerations indicate that loss levels vary from previous estimates. See Note 1 - Summary of Significant Accounting Policies and Note 5 - Allowance for Loan Losses for detail regarding FHN's processes, models, and methodology for determining the ALLL. 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. 2Q20 FORM 10-Q REPORT 124
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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 23-Non-GAAP to GAAP Reconciliation
Three Months Ended Six Months Ended June 30 June 30 (Dollars in thousands) 2020 2019 2020 2019 Pre-provision Net Revenue ("PPNR") Net interest income (GAAP)$ 305,344 $ 303,610 $ 608,146 $ 598,118 Plus: Noninterest income (GAAP) 206,269 157,993 381,025 299,038 Total revenues (GAAP) 511,613 461,603 989,171 897,156 Less: Noninterest expense (GAAP) 332,168 300,394 643,487 596,484 PPNR (Non-GAAP) 179,445 161,209 345,684 300,672 Provision/(provision credit) for loan losses (GAAP) 110,000 13,000 255,000 22,000 Income before income taxes (pre-tax income ("PTI")) (GAAP)$ 69,445 $ 148,209
Average Tangible Common Equity (Non-GAAP) Average total equity (GAAP)$ 5,117,613 $ 4,869,161 $ 5,060,003 $ 4,839,363 Less: Average noncontrolling interest (a) 295,431 295,431 295,431 295,431 Less: Average preferred stock (a) 149,675 95,624 122,650 95,624 (A) Total average common equity$ 4,672,507 $ 4,478,106 $ 4,641,922 $ 4,448,308 Less: Average intangible assets (GAAP) (b) 1,555,049 1,578,505 1,557,695 1,581,582 (B) Average Tangible Common Equity (Non-GAAP)$ 3,117,458 $ 2,899,601 $ 3,084,227 $ 2,866,726 Net Income Available to Common Shareholders (C) Net income available to common shareholders (annualized) (GAAP)$ 210,205 $ 438,562
Tangible Common Equity (Non-GAAP) (D) Total equity (GAAP)$ 5,208,385 $ 4,926,081 $ 5,208,385 $ 4,926,081 Less: Noncontrolling interest (a) 295,431 295,431 295,431 295,431 Less: Preferred stock (a) 240,289 95,624 240,289 95,624 (E) Total common equity$ 4,672,665 $ 4,535,026 $ 4,672,665 $ 4,535,026 Less: Intangible assets (GAAP) (b) 1,552,395 1,575,399 1,552,395 1,575,399 (F) Tangible common equity (Non-GAAP)$ 3,120,270 $ 2,959,627
Tangible Assets (Non-GAAP) (G) Total assets (GAAP)$ 48,644,659 $ 42,171,770 $ 48,644,659 $ 42,171,770 Less: Intangible assets (GAAP) (b) 1,552,395 1,575,399 1,552,395 1,575,399 (H) Tangible assets (Non-GAAP)$ 47,092,264 $ 40,596,371
Period-end Shares Outstanding (I) Period-end shares outstanding 312,359 312,478
312,359 312,478
Ratios
(C)/(A) Return on average common equity ("ROCE") (GAAP) (c) 4.50 % 9.79 % 2.79 % 9.45 % (C)/(B) Return on average tangible common equity ("ROTCE") (Non-GAAP) (d) 6.74 15.12 4.19 14.66 (D)/(G) Total equity to total assets (GAAP) 10.71 11.68 10.71 11.68 (F)/(H) Tangible common equity to tangible assets ("TCE/TA") (Non-GAAP) 6.63 7.29 6.63 7.29 (E)/(I) Book value per common share (GAAP)$ 14.96 $ 14.51 $ 14.96 $ 14.51 (F)/(I) Tangible book value per common share (Non-GAAP)$ 9.99 $ 9.47 $ 9.99 $ 9.47 (a)Included in Total equity on the Consolidated Condensed Statements of Condition. (b)Includes Goodwill and other intangible assets, net of amortization. (c)Ratio is annualized net income available to common shareholders to average common equity. (d)Ratio is annualized net income available to common shareholders to average tangible common equity. FIRST HORIZON NATIONAL CORP. 2Q20 FORM 10-Q REPORT 125
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