ITEM 7.01. Regulation FD Disclosure.
Furnished as Exhibit 99.1 is a copy of the First Horizon Corporation ("FHN" or
"First Horizon") First Quarter 2022 Earnings Release, released today.
Furnished as Exhibit 99.2 is a copy of the Investor Slide Presentation for the
quarter ended March 31, 2022, released today.
Exhibits 99.1 and 99.2 are furnished pursuant to Item 2.02, "Results of
Operations and Financial Condition" and Item 7.01, "Regulation FD Disclosure."
The exhibits speak as of the date thereof and FHN does not assume any obligation
to update in the future the information therein.
Use of Non-GAAP Measures and Regulatory Measures that are not GAAP in the
Exhibits
Certain measures included in or furnished by this report are "non-GAAP," meaning
they are not presented in accordance with generally accepted accounting
principles in the U.S. and also are not codified in U.S. banking regulations
currently applicable to FHN. Although other entities may use calculation methods
that differ from those used by FHN for non-GAAP measures, FHN's management
believes such measures are relevant to understanding the financial condition,
capital position, and financial results of FHN and its business segments.
Non-GAAP measures are reported to FHN's management and Board of Directors
through various internal reports.
The non-GAAP measures presented in, with, or by this report are: fully taxable
equivalent measures, core net interest income ("NII"), core net interest margin
("NIM"), pre-provision net revenue ("PPNR"), loans and leases, allowance for
credit losses ("ACL"), and ratios excluding Loans to Mortgage Companies ("LMC")
and/or loans under the federal paycheck protection program ("PPP"), return on
average tangible common equity ("ROTCE"); ROTCE or net income available to
common before provision credit, tangible common equity ("TCE") to tangible
assets ("TA"); tangible book value ("TBV") per common share; and various
consolidated results and performance measures and ratios adjusted for notable
items identified in the exhibits.
Reconciliations of non-GAAP to GAAP measures and presentation of the most
comparable GAAP items are presented near the end (immediately before the
Glossary) of Exhibit 99.1-Earnings Release and at the end of Exhibit
99.2-Investor Slide Presentation.
Presentation of regulatory measures, even those which are not GAAP, provide a
meaningful base for comparability to other financial institutions subject to the
same regulations as FHN, as demonstrated by their use by banking regulators in
reviewing capital adequacy of financial institutions. Although not GAAP terms,
these regulatory measures are not considered "non-GAAP" under U.S. financial
reporting rules as long as their presentation conforms to regulatory standards.
Regulatory measures used in this report include: common equity tier 1 capital
("CET1"), 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.
Forward-Looking Statements
This report, including material incorporated into it or furnished by it,
contains 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 21E of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), with respect to First Horizon
Corporation's (the "First Horizon") 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," "target," "plan", "estimate," "should," "likely," "will," "going
forward" and other expressions that indicate future events and trends identify
forward-looking statements.
Forward-looking statements are necessarily based upon estimates and assumptions
that are inherently subject to significant business, operational, economic and
competitive uncertainties and contingencies, many of which are beyond the
control of First Horizon, 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 First Horizon's
reports filed with the U.S. Securities and Exchange Commission (the "SEC") as
well as the following factors, among others: the occurrence of any event, change
or other circumstances that could give rise to the right of one or both of the
parties to terminate the definitive merger agreement between First Horizon and
The Toronto-Dominion Bank ("TD"); the outcome of any legal proceedings that may
be instituted against First Horizon or TD, including potential litigation that
may be instituted against First Horizon or its directors or officers related to
the proposed transaction or the definitive merger agreement between First
Horizon and TD related to the proposed transaction; the timing and completion of
the transaction, including the possibility that the proposed transaction will
not close when expected or at all because required regulatory, shareholder or
other approvals are not received or other conditions to the closing are not
satisfied on a timely basis or at all, or are obtained subject to conditions
that are not anticipated; interloper
FIRST HORIZON CORPORATION 2 FORM 8-K CURRENT REPORT 4/19/2022
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risk? the risk that any announcements relating to the proposed combination could
have adverse effects on the market price of the common stock of First Horizon?
certain restrictions during the pendency of the merger that may impact First
Horizon's ability to pursue certain business opportunities or strategic
transactions; the possibility that the transaction may be more expensive to
complete than anticipated, including as a result of unexpected factors or
events? diversion of management's attention from ongoing business operations and
opportunities? reputational risk and potential adverse reactions or changes to
business or employee relationships, including those resulting from the
announcement or completion of the transaction? First Horizon's success in
executing its business plans and strategies and managing the risks involved in
the foregoing; currency and interest rate fluctuations; exchange rates; success
of hedging activities? material adverse changes in economic and industry
conditions, including the availability of short and long-term financing; general
competitive, economic, political and market conditions; changes in asset quality
and credit risk? the inability to sustain revenue and earnings growth?
inflation? customer borrowing, repayment, investment and deposit practices? the
impact, extent and timing of technological changes? capital management
activities? other actions of the Board of Governors of the Federal Reserve
System, the Office of the Comptroller of the Currency, the Federal Deposit
Insurance Corporation, the Tennessee Department of Financial Institutions and
other regulators, legislative and regulatory actions and reforms; the pandemic
created by the outbreak of COVID-19 and its variants, and resulting effects on
economic conditions, restrictions imposed by public health authorities or
governments, fiscal and monetary policy responses by governments and financial
institutions, and disruptions to global supply chains; and other factors that
may affect future results of First Horizon.
First Horizon cautions readers of this report, including its exhibits, that the
list above is not exhaustive as of the date of this report. Actual results could
differ and First Horizon's estimates and expectations could change, possibly
materially, because of one or more factors, including those factors listed above
or presented elsewhere in this report or those factors listed in material
incorporated by reference into this report. In evaluating forward-looking
statements and assessing First Horizon's prospects, readers of this report
should carefully consider the factors mentioned above along with the additional
risk and uncertainty factors discussed: in the forepart, and in Items 1, 1A, and
7, of First Horizon's most recent Annual Report on Form 10-K, as amended; and in
the forepart, and in Item 1A of Part II, of First Horizon's Quarterly Report(s)
on Form 10-Q filed this year. First Horizon assumes no obligation to update or
revise any forward-looking statements that are made in this report or in any
other statement, release, report, or filing from time to time.
Important Other Information
In connection with the proposed transaction with TD, First Horizon has filed a
preliminary proxy statement and other materials with the SEC, and intends to
file additional relevant materials with the SEC, including a definitive proxy
statement on Schedule 14A. All preliminary materials are subject to completion.
Neither this report nor any exhibit constitutes an offer to sell or a
solicitation of an offer to buy any securities or a solicitation of any vote or
approval.
SHAREHOLDERS OF FIRST HORIZON ARE URGED TO READ, WHEN AVAILABLE, ALL RELEVANT
DOCUMENTS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED WITH THE SEC,
INCLUDING FIRST HORIZON'S PROXY STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT FIRST HORIZON AND THE PROPOSED TRANSACTION WITH TD.
Investors and shareholders of First Horizon will be able to obtain a free copy
of the definitive proxy statement as well as other relevant documents filed with
the SEC without charge at the SEC's website (http://www.sec.gov). Copies of the
definitive proxy statement and the filings with the SEC that will be
incorporated by reference in that proxy statement can also be obtained, without
charge, by directing a request to Clyde A. Billings Jr., First Horizon
Corporation, 165 Madison, Memphis, TN 38103, telephone (901) 523-4444.
Participants in the Solicitation
First Horizon and certain of its directors, executive officers and employees may
be deemed to be participants in the solicitation of proxies in respect of the
proposed transaction with TD under the rules of the SEC. Information regarding
First Horizon's directors and executive officers is available in the proxy
statement for its 2022 annual meeting of shareholders, which was filed with the
SEC on March 14, 2022, and its annual report on Form 10-K for the year 2021
filed on March 1, 2022, as amended on March 4, 2022. Other information regarding
the participants in the solicitation of proxies in respect of the proposed
transaction and a description of their direct and indirect interests, by
security holdings or otherwise, will be contained in the definitive proxy
statement related to the proposed transaction with TD and other relevant
materials to be filed with the SEC. Free copies of these documents, when
available, may be obtained as described in the preceding paragraph.
ITEM 9.01. Financial Statements and Exhibits.
(d)Exhibits
Each of the following Exhibits 99.1 and 99.2, furnished pursuant to Items 2.02
and 7.01, is not to be considered "filed" under the Securities Exchange Act of
1934, as amended ("Exchange Act"), and shall not be incorporated by reference
into any of FHN's previous or future filings under the Securities Act of 1933,
as amended, or the Exchange Act.
FIRST HORIZON CORPORATION 3 FORM 8-K CURRENT REPORT 4/19/2022
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Exhibit # Description
99.1 First Horizon Corporation First Quarter 2022 Earnings Release
First Horizon Corporation Investor Slide Presentation for the quarter
99.2 ended March 31, 2022
104 Cover Page Interactive Data File, formatted in Inline XBRL
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