Attached files
file | filename |
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8-K - 8-K - FIRST HORIZON CORP | y87994e8vk.htm |
EX-99.4 - EX-99.4 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - FIRST HORIZON CORP | y87994exv99w4.htm |
EX-99.1 - EX-99.1 SELECTED SLIDES FROM DECEMBER 2010 INVESTOR PRESENTATION - FIRST HORIZON CORP | y87994exv99w1.htm |
EX-99.3 - EX-99.3 REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - FIRST HORIZON CORP | y87994exv99w3.htm |
Exhibit 99.2
CONSOLIDATED STATEMENTS OF CONDITION
December 31 | ||||||||
(Dollars in thousands) | 2009 | 2008 | ||||||
Assets: |
||||||||
Cash and due from banks (Note 18) |
$ | 465,712 | $ | 552,423 | ||||
Federal funds sold and securities purchased under agreements to resell |
452,883 | 772,357 | ||||||
Total cash and cash equivalents |
918,595 | 1,324,780 | ||||||
Interest-bearing cash |
539,300 | 207,792 | ||||||
Trading securities |
699,900 | 945,766 | ||||||
Loans held for sale |
452,501 | 566,654 | ||||||
Securities available for sale (Note 3) |
2,694,468 | 3,125,153 | ||||||
Loans, net of unearned income (Note 4) |
18,123,884 | 21,278,190 | ||||||
Less: Allowance for loan losses |
896,914 | 849,210 | ||||||
Total net loans |
17,226,970 | 20,428,980 | ||||||
Mortgage servicing rights, net (Note 6) |
302,611 | 376,844 | ||||||
Goodwill (Note 7) |
165,528 | 192,408 | ||||||
Other intangible assets, net (Note 7) |
38,256 | 45,082 | ||||||
Capital markets receivables |
334,404 | 1,178,932 | ||||||
Premises and equipment, net (Note 5) |
313,824 | 333,931 | ||||||
Real estate acquired by foreclosure |
125,190 | 125,538 | ||||||
Other assets |
2,257,131 | 2,170,120 | ||||||
Total assets |
$ | 26,068,678 | $ | 31,021,980 | ||||
Liabilities and equity: |
||||||||
Deposits: |
||||||||
Savings |
$ | 4,847,709 | $ | 4,824,939 | ||||
Time deposits |
1,895,992 | 2,294,644 | ||||||
Other interest-bearing deposits |
3,169,474 | 1,783,362 | ||||||
Certificates of deposit $100,000 and more |
559,944 | 1,382,236 | ||||||
Interest-bearing |
10,473,119 | 10,285,181 | ||||||
Noninterest-bearing |
4,394,096 | 3,956,633 | ||||||
Total deposits |
14,867,215 | 14,241,814 | ||||||
Federal funds purchased and securities sold under agreements to repurchase (Note 9) |
2,874,353 | 1,751,079 | ||||||
Trading liabilities (Note 9) |
293,387 | 359,502 | ||||||
Other short-term borrowings and commercial paper (Note 9) |
761,758 | 4,279,689 | ||||||
Term borrowings |
2,190,544 | 4,022,297 | ||||||
Other collateralized borrowings |
700,589 | 745,363 | ||||||
Total long-term debt (Note 10) |
2,891,133 | 4,767,660 | ||||||
Capital markets payables |
292,975 | 1,115,428 | ||||||
Other liabilities |
785,389 | 932,176 | ||||||
Total liabilities |
22,766,210 | 27,447,348 | ||||||
Equity: |
||||||||
First Horizon National Corporation Shareholders Equity: |
||||||||
Preferred
stock no par value (shares authorized 5,000,000; shares issued series CPP 866,540 on
December 31, 2009 and 2008) (Note 12) |
798,685 | 782,680 | ||||||
Common stock
$.625 par value (shares authorized - 400,000,000; shares
issued 236,098,435 on
December 31, 2009 and 234,784,332 on
December 31, 2008) * |
138,738 | 128,302 | ||||||
Capital surplus |
1,208,649 | 1,048,602 | ||||||
Capital surplus common stock warrant CPP (Note 12) |
83,860 | 83,860 | ||||||
Undivided profits |
891,580 | 1,387,854 | ||||||
Accumulated other comprehensive loss, net (Note 15) |
(114,209 | ) | (151,831 | ) | ||||
Total First Horizon National Corporation Shareholders Equity |
3,007,303 | 3,279,467 | ||||||
Noncontrolling interest (Note 12) |
295,165 | 295,165 | ||||||
Total equity |
3,302,468 | 3,574,632 | ||||||
Total liabilities and equity |
$ | 26,068,678 | $ | 31,021,980 | ||||
See accompanying notes to consolidated financial statements.
Certain previously reported amounts have been reclassified to agree with current presentation.
* | Outstanding shares have been restated to reflect stock dividends distributed through October 1, 2010, and expected to be distributed on January 1, 2011. |
1
CONSOLIDATED STATEMENTS OF INCOME
Year Ended December 31 | ||||||||||||
(Dollars in thousands except per share data) | 2009 | 2008 | 2007 | |||||||||
Interest income: |
||||||||||||
Interest and fees on loans |
$ | 769,748 | $ | 1,153,546 | $ | 1,621,881 | ||||||
Interest on investment securities |
141,853 | 162,306 | 188,733 | |||||||||
Interest on loans held for sale |
25,811 | 151,554 | 253,587 | |||||||||
Interest on trading securities |
53,162 | 114,625 | 174,188 | |||||||||
Interest on other earning assets |
2,365 | 24,694 | 67,570 | |||||||||
Total interest income |
992,939 | 1,606,725 | 2,305,959 | |||||||||
Interest expense: |
||||||||||||
Interest on deposits: |
||||||||||||
Savings |
38,886 | 79,921 | 115,954 | |||||||||
Time deposits |
60,857 | 101,225 | 136,571 | |||||||||
Other interest-bearing deposits |
5,012 | 13,863 | 25,852 | |||||||||
Certificates of deposit $100,000 and more |
27,709 | 76,293 | 369,313 | |||||||||
Interest on trading liabilities |
20,869 | 33,195 | 51,516 | |||||||||
Interest on short-term borrowings |
12,955 | 189,568 | 294,074 | |||||||||
Interest on long-term debt |
50,183 | 217,578 | 372,037 | |||||||||
Total interest expense |
216,471 | 711,643 | 1,365,317 | |||||||||
Net interest income |
776,468 | 895,082 | 940,642 | |||||||||
Provision for loan losses |
880,000 | 1,080,000 | 272,765 | |||||||||
Net interest income/(loss) after provision for loan losses |
(103,532 | ) | (184,918 | ) | 667,877 | |||||||
Noninterest income: |
||||||||||||
Capital markets |
632,093 | 483,526 | 284,236 | |||||||||
Mortgage banking |
235,450 | 518,034 | 69,454 | |||||||||
Deposit transactions and cash management |
163,761 | 179,034 | 175,271 | |||||||||
Trust services and investment management |
29,482 | 33,821 | 40,335 | |||||||||
Brokerage management fees and commissions |
26,934 | 32,234 | 37,830 | |||||||||
Insurance commissions |
25,248 | 29,104 | 31,739 | |||||||||
Debt securities gains, net |
| 761 | 6,292 | |||||||||
Equity securities gains/(losses), net |
(1,178 | ) | 65,349 | (7,475 | ) | |||||||
Gains/(losses) on divestitures |
(9,183 | ) | (19,019 | ) | 15,695 | |||||||
All other income and commissions (Note 14) |
152,236 | 145,546 | 162,149 | |||||||||
Total noninterest income |
1,254,843 | 1,468,390 | 815,526 | |||||||||
Adjusted gross income after provision for loan losses |
1,151,311 | 1,283,472 | 1,483,403 | |||||||||
Noninterest expense: |
||||||||||||
Employee compensation, incentives, and benefits |
777,581 | 928,982 | 932,443 | |||||||||
Repurchase and foreclosure provision |
147,772 | 29,503 | 17,181 | |||||||||
Foreclosed real estate |
66,197 | 21,471 | 7,581 | |||||||||
Legal and professional fees |
66,121 | 62,173 | 52,879 | |||||||||
Occupancy |
65,402 | 103,573 | 129,626 | |||||||||
Operations services |
62,485 | 72,602 | 69,460 | |||||||||
Deposit insurance premiums |
46,272 | 14,664 | 3,327 | |||||||||
Contract employment |
36,217 | 33,515 | 21,510 | |||||||||
Equipment rentals, depreciation, and maintenance |
34,305 | 56,744 | 72,402 | |||||||||
Communications and courier |
26,960 | 38,183 | 41,965 | |||||||||
Computer software |
26,883 | 30,318 | 53,860 | |||||||||
Miscellaneous loan costs |
23,050 | 38,221 | 12,783 | |||||||||
Amortization of intangible assets |
6,017 | 8,229 | 10,489 | |||||||||
Goodwill impairment |
2,294 | | 84,084 | |||||||||
All other expense (Note 14) |
184,289 | 174,136 | 267,486 | |||||||||
Total noninterest expense |
1,571,845 | 1,612,314 | 1,777,076 | |||||||||
Loss before income taxes |
(420,534 | ) | (328,842 | ) | (293,673 | ) | ||||||
Benefit for income taxes (Note 16) |
(174,945 | ) | (154,405 | ) | (139,909 | ) | ||||||
Loss from continuing operations |
(245,589 | ) | (174,437 | ) | (153,764 | ) | ||||||
Income/(loss) from discontinued operations, net of tax |
(12,846 | ) | (3,534 | ) | 2,453 | |||||||
Net loss |
(258,435 | ) | (177,971 | ) | (151,311 | ) | ||||||
Net income attributable to noncontrolling interest |
11,402 | 14,016 | 18,835 | |||||||||
Net loss attributable to controlling interest |
$ | (269,837 | ) | $ | (191,987 | ) | $ | (170,146 | ) | |||
Preferred stock dividends |
59,585 | 7,413 | | |||||||||
Net loss available to common shareholders |
$ | (329,422 | ) | $ | (199,400 | ) | $ | (170,146 | ) | |||
Loss per common share from continuing operations (Note 17) |
$ | (1.35 | ) | $ | (0.95 | ) | $ | (1.14 | ) | |||
Diluted loss per common share from continuing operations (Note
17) |
$ | (1.35 | ) | $ | (0.95 | ) | $ | (1.14 | ) | |||
Loss per share available to common shareholders (Note 17) |
$ | (1.41 | ) | $ | (0.96 | ) | $ | (1.13 | ) | |||
Diluted loss per share available to common shareholders (Note 17) |
$ | (1.41 | ) | $ | (0.96 | ) | $ | (1.13 | ) | |||
Weighted average common shares (Note 17) |
234,431 | 206,681 | 151,060 | |||||||||
Diluted average common shares (Note 17) |
234,431 | 206,681 | 151,060 | |||||||||
See accompanying notes to the consolidated financial statements.
2
CONSOLIDATED STATEMENTS OF EQUITY
Accumulated | ||||||||||||||||||||||||||||||||||||
Other | ||||||||||||||||||||||||||||||||||||
Common | Preferred Stock - | Common | Capital | Capital Surplus - | Undivided | Comprehensive | Noncontrolling | |||||||||||||||||||||||||||||
(Amounts in thousands) | Shares | Total | Capital Surplus | Stock | Surplus | Warrants | Profits | Income/(Loss) | Interest | |||||||||||||||||||||||||||
Balance, December 31, 2006 |
124,866 | $ | 2,757,660 | | $ | 78,041 | $ | 312,521 | | $ | 2,144,276 | ($72,448 | ) | $ | 295,270 | |||||||||||||||||||||
REIT preferred stock issuance |
| 7 | | | | | | | 7 | |||||||||||||||||||||||||||
Adjustment to reflect change in accounting for
tax benefits (ASC 740) |
| (862 | ) | | | | | (862 | ) | | | |||||||||||||||||||||||||
Adjustment to reflect change in accounting for
purchases of life insurance (ASC 325-30) |
| (548 | ) | | | | | (548 | ) | | | |||||||||||||||||||||||||
Effects of changing pension and postretirement plans
measurement dates pursuant to ASC 715: |
||||||||||||||||||||||||||||||||||||
Service cost, interest cost, and expected return on
plan assets for October 1 December 31, net of tax |
| (711 | ) | | | | | (711 | ) | | | |||||||||||||||||||||||||
Amortization of prior service cost, transition
asset/obligation, and net actuarial gain/loss for
October 1 December 31, net of tax |
| | | | | | (1,366 | ) | 1,366 | | ||||||||||||||||||||||||||
Additional gain for October 1 December 31, net
of tax |
| 6,944 | | | | | | 6,944 | | |||||||||||||||||||||||||||
Beginning balance, as adjusted |
124,866 | 2,762,490 | | 78,041 | 312,521 | | 2,140,789 | (64,138 | ) | 295,277 | ||||||||||||||||||||||||||
Net income/(loss) |
| (151,311 | ) | | | | | (170,146 | ) | | 18,835 | |||||||||||||||||||||||||
Other comprehensive income/(loss): |
||||||||||||||||||||||||||||||||||||
Unrealized fair value adjustments, net of tax: |
||||||||||||||||||||||||||||||||||||
Cash flow hedges |
| (344 | ) | | | | | | (344 | ) | | |||||||||||||||||||||||||
Securities available for sale |
| 13,700 | | | | | | 13,700 | | |||||||||||||||||||||||||||
Pension and postretirement plans: |
||||||||||||||||||||||||||||||||||||
Prior service cost arising during period |
| (95 | ) | | | | | | (95 | ) | | |||||||||||||||||||||||||
Net actuarial gain/(loss) arising during period |
| (2,284 | ) | | | | | | (2,284 | ) | | |||||||||||||||||||||||||
Amortization of prior service cost, transition asset/obligation,
and net actuarial gain/loss included in net periodic
benefit cost |
| 5,060 | | | | | | 5,060 | | |||||||||||||||||||||||||||
Comprehensive income/(loss) |
| (135,274 | ) | | | | | (170,146 | ) | 16,037 | 18,835 | |||||||||||||||||||||||||
Cash
dividends declared ($1.50/share) (a) |
| (227,722 | ) | | | | | (227,722 | ) | | | |||||||||||||||||||||||||
Common stock repurchased |
(27 | ) | (1,114 | ) | | (17 | ) | (1,097 | ) | | | | | |||||||||||||||||||||||
Common stock issued for: |
||||||||||||||||||||||||||||||||||||
Stock options and restricted stock |
1,384 | 33,736 | | 865 | 32,871 | | | | | |||||||||||||||||||||||||||
Tax benefit from incentive plans |
| 6,258 | | | 6,258 | | | | | |||||||||||||||||||||||||||
Stock-based compensation expense |
| 11,338 | | | 11,338 | | | | | |||||||||||||||||||||||||||
Dividends paid to noncontrolling interest of subsidiary preferred
stock |
| (18,835 | ) | | | | | | (18,835 | ) | ||||||||||||||||||||||||||
Other |
143 | (4 | ) | | 90 | (65 | ) | | (29 | ) | | | ||||||||||||||||||||||||
Balance, December 31, 2007 |
126,366 | 2,430,873 | | 78,979 | 361,826 | | 1,742,892 | (48,101 | ) | 295,277 | ||||||||||||||||||||||||||
Adjustment to reflect change in accounting for
split dollar life insurance (ASC 715-60) |
| (8,530 | ) | | | | | (8,530 | ) | | | |||||||||||||||||||||||||
Adjustment to reflect change in accounting for fair value of
interest rate
lock commitments (ASC 820) |
| (12,502 | ) | | | | | (12,502 | ) | | | |||||||||||||||||||||||||
Beginning balance, as adjusted |
126,366 | 2,409,841 | | 78,979 | 361,826 | | 1,721,860 | (48,101 | ) | 295,277 | ||||||||||||||||||||||||||
Net income/(loss) |
| (177,971 | ) | | | | | (191,987 | ) | | 14,016 | |||||||||||||||||||||||||
Other comprehensive income/(loss): |
||||||||||||||||||||||||||||||||||||
Unrealized fair value adjustments, net of tax: |
||||||||||||||||||||||||||||||||||||
Cash flow hedges |
| (6 | ) | | | | | | (6 | ) | | |||||||||||||||||||||||||
Securities available for sale |
| 21,852 | | | | | | 21,852 | | |||||||||||||||||||||||||||
Pension and postretirement plans: |
||||||||||||||||||||||||||||||||||||
Prior service cost arising during period |
| (37 | ) | | | | | | (37 | ) | | |||||||||||||||||||||||||
Net actuarial gain/(loss) arising during period |
| (127,960 | ) | | | | | | (127,960 | ) | | |||||||||||||||||||||||||
Amortization of prior service cost, transition asset/obligation,
and net actuarial gain/(loss) included in net periodic
benefit cost |
| 2,421 | | | | | | 2,421 | | |||||||||||||||||||||||||||
Comprehensive income/(loss) |
| (281,701 | ) | | | | | (191,987 | ) | (103,730 | ) | 14,016 | ||||||||||||||||||||||||
Preferred stock and common stock warrant issuance CPP |
| 866,540 | 782,680 | | | 83,860 | | | | |||||||||||||||||||||||||||
REIT preferred stock redemption |
| (112 | ) | | | | | | | (112 | ) | |||||||||||||||||||||||||
Cash
dividends declared ($.33/share) (a) |
| (64,401 | ) | | | | | (64,401 | ) | | | |||||||||||||||||||||||||
Stock dividends declared |
9,689 | | | 6,056 | 71,525 | | (77,581 | ) | | | ||||||||||||||||||||||||||
Common stock issuance (69 million shares issued at $10 per share
net of offering costs) |
69,000 | 659,656 | | 43,125 | 616,531 | | | | | |||||||||||||||||||||||||||
Common stock repurchased |
| (306 | ) | | (19 | ) | (287 | ) | | | | | ||||||||||||||||||||||||
Common stock issued for: |
||||||||||||||||||||||||||||||||||||
Stock options and restricted stock equity awards |
258 | (1,956 | ) | | 128 | (2,084 | ) | | | | | |||||||||||||||||||||||||
Tax benefit from incentive plans |
| (7,910 | ) | | | (7,910 | ) | | | | | |||||||||||||||||||||||||
Stock-based compensation expense |
| 9,034 | | | 9,034 | | | | | |||||||||||||||||||||||||||
Dividends paid to noncontrolling interest of subsidiary preferred
stock |
| (14,016 | ) | | | | | | (14,016 | ) | ||||||||||||||||||||||||||
Other |
(30 | ) | (37 | ) | | 33 | (33 | ) | | (37 | ) | | | |||||||||||||||||||||||
Balance, December 31, 2008 |
205,283 | 3,574,632 | 782,680 | 128,302 | 1,048,602 | 83,860 | 1,387,854 | (151,831 | ) | 295,165 | ||||||||||||||||||||||||||
Net income/(loss) |
| (258,435 | ) | | | | | (269,837 | ) | | 11,402 | |||||||||||||||||||||||||
Other comprehensive income/(loss): |
||||||||||||||||||||||||||||||||||||
Unrealized fair value adjustments, net of tax: |
||||||||||||||||||||||||||||||||||||
Securities available for sale |
| 22,614 | | | | | | 22,614 | | |||||||||||||||||||||||||||
Pension and postretirement plans: |
||||||||||||||||||||||||||||||||||||
Prior service cost arising during period |
| 10,829 | | | | | | 10,829 | | |||||||||||||||||||||||||||
Net actuarial gain/(loss) arising during period (b) |
| 3,541 | | | | | | 3,541 | | |||||||||||||||||||||||||||
Amortization of prior service cost, transition asset/obligation,
and net actuarial gain/(loss) included in net periodic
benefit cost |
| 638 | | | | | | 638 | | |||||||||||||||||||||||||||
Comprehensive income/(loss) |
| (220,813 | ) | | | | | (269,837 | ) | 37,622 | 11,402 | |||||||||||||||||||||||||
Preferred stock (CPP) accretion |
| 16,005 | 16,005 | | | | | | | |||||||||||||||||||||||||||
Preferred stock (CPP) dividends |
| (59,543 | ) | | | | | (59,543 | ) | | | |||||||||||||||||||||||||
Stock dividends declared |
15,532 | | | 9,708 | 157,398 | | (167,106 | ) | | | ||||||||||||||||||||||||||
Common stock repurchased |
| (392 | ) | | (22 | ) | (370 | ) | | | | | ||||||||||||||||||||||||
Common stock issued for: |
||||||||||||||||||||||||||||||||||||
Stock options and restricted stock equity awards |
1,200 | 2,015 | | 750 | 1,265 | | | | | |||||||||||||||||||||||||||
Tax benefit from incentive plans |
| (5,701 | ) | | | (5,701 | ) | | | | | |||||||||||||||||||||||||
Stock-based compensation expense |
| 7,455 | | | 7,455 | | | | | |||||||||||||||||||||||||||
Dividends paid to noncontrolling interest of subsidiary preferred
stock |
| (11,402 | ) | | | | | | | (11,402 | ) | |||||||||||||||||||||||||
Other changes in equity |
(35 | ) | 212 | | | | | 212 | | | ||||||||||||||||||||||||||
Balance, December 31, 2009 |
$ | 221,980 | $ | 3,302,468 | $ | 798,685 | $ | 138,738 | $ | 1,208,649 | $ | 83,860 | $ | 891,580 | ($114,209 | ) | $ | 295,165 | ||||||||||||||||||
See accompanying notes to consolidated financial statements.
(a) | Per share data restated to reflect the effect of stock dividends distributed through October 1, 2010, and expected to be distributed on January 1, 2011. | |
(b) | Includes a positive, after-tax effect of $18.3 million due to a curtailment. See Note 19 - Savings, Pension, and Other Employee Benefits. |
3
CONSOLIDATED STATEMENTS OF CASH FLOWS |
Year Ended December 31 | ||||||||||||
(Dollars in thousands) | 2009 | 2008 | 2007 | |||||||||
Operating Activities |
||||||||||||
Net loss |
$ | (258,435 | ) | $ | (177,971 | ) | $ | (151,311 | ) | |||
Adjustments to reconcile net loss to net cash provided/(used) by
operating activities: |
||||||||||||
Provision for loan losses |
880,000 | 1,080,000 | 272,765 | |||||||||
Benefit for deferred income tax |
(173,900 | ) | (411,429 | ) | (215,294 | ) | ||||||
Depreciation and amortization of premises and equipment |
32,538 | 41,278 | 57,125 | |||||||||
Amortization of intangible assets |
6,017 | 8,229 | 10,959 | |||||||||
Net other amortization and accretion |
43,176 | 47,941 | 63,550 | |||||||||
Decrease/(increase) in derivatives, net |
186,578 | (110,044 | ) | 62,278 | ||||||||
Market value adjustment on mortgage servicing rights |
(67,817 | ) | 422,561 | 238,236 | ||||||||
Repurchase and foreclosure provision |
147,772 | 29,503 | 17,181 | |||||||||
Fair value adjustment for real estate losses |
34,924 | 4,393 | 2,100 | |||||||||
Goodwill impairment |
16,591 | | 84,084 | |||||||||
Impairment of other intangible assets |
341 | 4,034 | 990 | |||||||||
(Gains)/losses on divestitures |
9,183 | 19,020 | (15,695 | ) | ||||||||
Stock-based compensation expense |
7,455 | 9,034 | 11,338 | |||||||||
Excess tax benefit/(provision) from stock-based compensation arrangements |
5,701 | 7,910 | (6,258 | ) | ||||||||
Equity securities (gains)/losses, net |
1,178 | (65,349 | ) | 7,475 | ||||||||
Debt securities gains, net |
| (761 | ) | (6,292 | ) | |||||||
Gains on repurchases of debt |
(16,412 | ) | (33,845 | ) | | |||||||
Net losses on disposal of fixed assets |
8,749 | 3,218 | 1,753 | |||||||||
Net (increase)/decrease in: |
||||||||||||
Trading securities |
181,872 | 782,470 | 461,982 | |||||||||
Loans held for sale |
114,153 | 2,926,558 | (588,135 | ) | ||||||||
Capital markets receivables |
844,528 | (654,513 | ) | 207,863 | ||||||||
Interest receivable |
15,061 | 46,314 | 18,678 | |||||||||
MSR due to sale |
87,274 | 256,323 | 90,074 | |||||||||
Other assets |
(230,811 | ) | (224,416 | ) | (189,834 | ) | ||||||
Net increase/(decrease) in: |
||||||||||||
Capital markets payables |
(822,453 | ) | 529,070 | (213,131 | ) | |||||||
Interest payable |
(31,144 | ) | (51,765 | ) | (8,739 | ) | ||||||
Other liabilities |
(171,732 | ) | (16,018 | ) | 152,163 | |||||||
Trading liabilities |
(66,115 | ) | (196,642 | ) | (233,813 | ) | ||||||
Total adjustments |
1,042,707 | 4,453,074 | 283,403 | |||||||||
Net cash provided by operating activities |
784,272 | 4,275,103 | 132,092 | |||||||||
Investing Activities |
||||||||||||
Held to maturity securities: |
||||||||||||
Maturities |
| 240 | 29 | |||||||||
Available for sale securities: |
||||||||||||
Sales |
48,743 | 157,984 | 653,627 | |||||||||
Maturities |
710,652 | 592,776 | 847,174 | |||||||||
Purchases |
(287,464 | ) | (729,984 | ) | (573,426 | ) | ||||||
Premises and equipment: |
||||||||||||
Purchases |
(21,180 | ) | (23,666 | ) | (33,539 | ) | ||||||
Net (increase)/decrease in: |
||||||||||||
Securitization retained interests classified as trading securities |
63,994 | (47,336 | ) | | ||||||||
Loans |
2,259,477 | 418,985 | (754,806 | ) | ||||||||
Interest-bearing cash |
(331,508 | ) | (168,370 | ) | (21,381 | ) | ||||||
Cash (payments)/receipts related to divestitures |
803 | (40,608 | ) | 23,318 | ||||||||
Net cash provided/(used) by investing activities |
2,443,517 | 160,021 | 140,996 | |||||||||
Financing Activities |
||||||||||||
Common stock: |
||||||||||||
Exercise of stock options |
3 | 511 | 34,542 | |||||||||
Cash dividends paid |
| (120,575 | ) | (225,011 | ) | |||||||
Repurchase of shares |
(392 | ) | (303 | ) | (1,104 | ) | ||||||
Issuance of common shares |
| 659,656 | | |||||||||
Issuance of preferred equity and common stock warrant CPP |
| 866,540 | | |||||||||
Excess tax benefit from stock-based compensation arrangements |
(5,701 | ) | (7,910 | ) | 6,258 | |||||||
Cash dividends paid preferred stock CPP |
(43,447 | ) | | | ||||||||
Cash dividends paid preferred stock noncontrolling interest |
(12,741 | ) | (14,459 | ) | (18,890 | ) | ||||||
Long-term debt: |
||||||||||||
Issuance |
| 25,002 | 1,230,171 | |||||||||
Payments/Maturities |
(1,600,613 | ) | (1,969,207 | ) | (292,288 | ) | ||||||
Cash paid for repurchase of debt |
(201,858 | ) | (244,928 | ) | | |||||||
Issuance of preferred stock of subsidiary |
| | 8 | |||||||||
Repurchase of preferred stock of subsidiary |
| (112 | ) | (1 | ) | |||||||
Net increase/(decrease) in: |
||||||||||||
Deposits |
625,432 | (2,321,483 | ) | (2,956,271 | ) | |||||||
Short-term borrowings |
(2,394,657 | ) | (2,242,791 | ) | 2,063,121 | |||||||
Net cash used by financing activities |
(3,633,974 | ) | (5,370,059 | ) | (159,465 | ) | ||||||
Net increase/(decrease) in cash and cash equivalents |
(406,185 | ) | (934,935 | ) | 113,623 | |||||||
Cash and cash equivalents at beginning of period |
1,324,780 | 2,259,715 | 2,146,092 | |||||||||
Cash and cash equivalents at end of period |
$ | 918,595 | $ | 1,324,780 | $ | 2,259,715 | ||||||
Total interest paid |
246,832 | 761,130 | 1,374,583 | |||||||||
Total income taxes paid |
$ | 109,242 | $ | 336,681 | $ | 13,052 | ||||||
See accompanying notes to consolidated financial statements.
4
Notes to Consolidated Financial Statements
Note 1 Summary of Significant Accounting Policies
Basis of Accounting. The consolidated financial statements of First Horizon National
Corporation (FHN), including its subsidiaries, have been prepared in conformity with accounting
principles generally accepted in the United States of America and follow general practices within
the industries in which it operates. This preparation requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and accompanying notes.
These estimates and assumptions are based on information available as of the date of the financial
statements and could differ from actual results.
Subsequent Events. Events occurring after the date of the Consolidated Statements of Condition but
before the issuance of the financial statements included in this filing have been evaluated through
the time of this filing.
Principles of Consolidation and Basis of Presentation. The consolidated financial statements
include the accounts of FHN and other entities in which it has a controlling financial interest.
Variable Interest Entities (VIE) for which FHN or a subsidiary has been determined to be the
primary beneficiary are also consolidated. Affiliates for which FHN is not considered the primary
beneficiary and that FHN does not have a controlling financial interest in are accounted for by the
equity method. These investments are included in other assets, and FHNs proportionate share of
income or loss is included in noninterest income. All significant intercompany transactions and
balances have been eliminated. For purposes of comparability, certain prior period amounts have
been reclassified to conform to current year presentation. Business combinations accounted for as
purchases are included in the financial statements from the respective dates of acquisition.
Revenue Recognition. FHN derives a significant portion of its revenues from fee-based services.
Noninterest income from transaction-based fees is generally recognized when the transactions are
completed. Noninterest income from service-based fees is generally recognized over the period in
which FHN provides the service.
Deposit Transactions and Cash Management. Deposit transactions include services related to
retail and commercial deposit products (such as service charges on checking accounts), cash
management products and services such as electronic transaction processing (Automated Clearing
House and Electronic Data Interchange), account reconciliation services, cash vault services,
lockbox processing, and information reporting to large corporate clients.
Insurance Commissions. Insurance commissions are derived from the sale of insurance
products, including acting as an independent agent to provide commercial and personal property and
casualty, life, long-term care, and disability insurance.
Trust Services and Investment Management. Trust services and investment management fees
include investment management, personal trust, employee benefits, and custodial trust services.
Brokerage Management Fees and Commissions. Brokerage management fees and commissions include fees
for portfolio management, trade commissions, and annuity and mutual fund sales.
Statements of Cash Flows. For purposes of these statements, cash and due from banks, federal funds
sold, and securities purchased under agreements to resell are considered cash and cash equivalents.
Federal funds are usually sold for one-day periods, and securities purchased under agreements to
resell are short-term, highly liquid investments.
Trading Activities. Securities purchased in connection with underwriting or dealer activities
(long positions) are carried at market value as trading securities. Gains and losses, both realized
and unrealized, on these securities are reflected in capital markets noninterest income. Trading
liabilities include securities that FHN has sold to other parties but does not own (short
positions). FHN is obligated to purchase securities at a future date to cover the short positions.
Assets and liabilities for unsettled trades are recorded on the Consolidated Statements of
Condition as Capital markets receivables or Capital markets payables. Retained interests, in
the form of excess interest, interest-only and principal-only strips, and subordinated securities
from sales and securitizations of first lien mortgages are recognized at fair value as trading
securities with gains and losses, both realized and unrealized, recognized in mortgage banking
income. Retained interests, in the form of certificated residual interests from the securitization
of second lien mortgages and home equity lines of credit (HELOC) are recognized at fair value as
trading securities with gains and losses, both realized and unrealized, recognized in other income
on the Consolidated Statements of Income.
5
Note 1 Summary of Significant Accounting Policies (continued)
Investment Securities. Investment securities are reviewed quarterly for possible
other-than-temporary impairment. The review includes an analysis of the facts and circumstances of
each individual investment such as the degree of loss, the length of time the fair value has been
below cost, the expectation for that securitys performance, the creditworthiness of the issuer and
FHNs intent and ability to hold the security. Securities that may be sold prior to maturity and
equity securities are classified as securities available for sale and are carried at fair value.
The unrealized gains and losses on securities available for sale, including debt securities for
which no credit impairment exists, are excluded from earnings and are reported, net of tax, as a
component of other comprehensive income within shareholders equity. Venture capital investments
are classified as securities available for sale and are carried at fair value. Following adoption
of the provisions of the FASB Codification update to FASB Accounting Standards Codification (ASC)
820 on January 1, 2008, unrealized gains and losses on such securities are recognized prospectively
in noninterest income. Prior to FHNs adoption of the provisions of the Codification update to ASC
820, venture capital investments were initially valued at cost based on their unmarketable nature.
Subsequently, these investments were adjusted to reflect changes in valuation as a result of public
offerings or other-than-temporary declines in value.
Upon adoption of the provisions of the FASB Codification update to ASC 320-10-35 for the quarter
ended March 31, 2009, the intent and ability to hold to recovery indicator was replaced for debt
securities with a requirement that an entitys management assess whether it intends to sell a
security or if it is more-likely-than-not that it will be required to sell the security prior to
recovery for the debt security when determining other-than-temporary impairment. Realized gains and
losses for investment securities are determined by the specific identification method and reported
in noninterest income. Declines in value judged to be other-than-temporary based on FHNs analysis
of the facts and circumstances related to an individual investment, including securities that FHN
has the intent to sell, are also determined by the specific identification method, and reported in
noninterest income. After adoption of the amendments to ASC 320-10-35, for impaired debt
securities that FHN does not intend to sell and will not be required to sell prior to recovery but
for which credit losses exist, the other-than-temporary impairment recognized has been separated
between the total impairment related to credit losses which is reported in noninterest income, and
the impairment related to all other factors which is excluded from earnings and reported, net of
tax, as a component of other comprehensive income within shareholders equity. Currently, FHN does
not have other-than-temporarily impaired debt securities for which credit losses exist.
Securities Purchased under Resale Agreements and Securities Sold under Repurchase Agreements. FHN
enters into short-term purchases of securities under agreements to resell which are accounted for
as collateralized financings except where FHN does not have an agreement to sell the same or
substantially the same securities before maturity at a fixed or determinable price. Securities
delivered under these transactions are delivered to either the dealer custody account at the
Federal Reserve Bank or to the applicable counterparty. Collateral is valued daily and FHN may
require counterparties to deposit additional collateral or FHN may return collateral pledged when
appropriate to maintain full collateralization for these transactions.
Securities sold under agreements to repurchase are offered to cash management customers as an
automated, collateralized investment account. Securities sold are also used by the
retail/commercial bank to obtain favorable borrowing rates on its purchased funds. As of December
31, 2009 and 2008, FHN had pledged $1.5 billion and $1.2 billion, respectively, of available for
sale securities as collateral for these arrangements.
Loans Held for Sale and Securitization and Residual Interests. Prior to fourth quarter 2008, FHN
originated first lien mortgage loans (the warehouse) for the purpose of selling them in the
secondary market, through sales to agencies for securitization, proprietary securitizations, and to
a lesser extent through other loan sales. In addition, FHN evaluated its liquidity position in
conjunction with determining its ability and intent to hold loans for the foreseeable future and
sold certain second lien mortgages and HELOC it produced in the secondary market through
securitizations and loan sales through third quarter 2007. Loan securitizations involve the
transfer of the loans to qualifying special purposes entities (QSPE) that are not subject to
consolidation in accordance with ASC 860, Transfers and Servicing. Generally, FHN retained the
right to service the transferred loans. With FHNs current focus on origination of mortgages
within its regional banking footprint and the sale of its national mortgage origination offices in
third quarter 2008, loan sale and securitization activity has significantly decreased. Generally,
FHN no longer retains financial interests in loans it transfers to third parties.
Loans originated or purchased for resale, together with mortgage loans previously sold which may be
unilaterally called by FHN, are included in loans held for sale in the Consolidated Statements of
Condition. Effective January 1, 2008, upon adoption of the provisions of the FASB Codification
update to ASC 825, Financial Instruments, FHN elected the fair value option on a prospective
basis for almost all types of mortgage loans originated for sale purposes. Such loans are carried
at fair value, with changes in the fair value of these loans recognized in the mortgage banking
noninterest income section of the Consolidated Statements of Income. For mortgage loans originated
for sale for which the fair value option is elected, loan origination fees are recorded by FHN when
earned and related direct loan origination costs are
6
Note 1 Summary of Significant Accounting Policies (continued)
recognized when incurred. Interests retained from the sale or securitization of such loans
are included as a component of trading securities on the Consolidated Statements of Condition, with
related cash receipts and payments classified prospectively in investing activities on the
Consolidated Statements of Cash Flows based on the purpose for which such financial assets were
retained. See Note 22 Fair Value of Assets and Liabilities for additional information.
After adoption of the provisions of the Codification update to ASC 825, FHN continued to account
for all mortgage loans held for sale which were originated prior to 2008 and for mortgage loans
held for sale for which fair value accounting was not elected at the lower of cost or market value.
For such loans, net origination fees and costs were deferred and included in the basis of the
loans in calculating gains and losses upon sale. The value accreted during the time that the loan
was a locked commitment was also included in the basis of first lien mortgage loans. The cost
basis of loans qualifying for fair value hedge accounting under ASC 815, Derivatives and Hedging,
was adjusted to reflect changes in fair value. Gains and losses realized from the sale of these
assets were included in noninterest income. Interests retained from the sale of such loans are
included as a component of trading securities on the Consolidated Statements of Condition.
In conjunction with the adoption of the provisions of the FASB Codification update to ASC 820-10
for the quarter ended March 31, 2009, FHN revised its methodology for determining the fair value of
certain loans within its mortgage warehouse. FHN now determines the fair value of the applicable
loans using a discounted cash flow model using observable inputs, including current mortgage rates
for similar products, with adjustments for differences in loan characteristics reflected in the
models discount rates. This change in methodology had a minimal effect on the valuation of the
applicable loans. Previously, fair values of these loans were determined through reference to
recent security trade prices for similar products, published third party bids, or observable whole
loan sale prices with adjustments for differences in loan characteristics.
Mortgage loans insured by the Federal Housing Administration (FHA) and mortgage loans guaranteed by
the Veterans Administration (VA) are generally securitized through the Government National Mortgage
Association (GNMA). Generally, conforming conventional loans are securitized through
government-sponsored enterprises (GSE) such as the Federal National Mortgage Association (FNMA) and
the Federal Home Loan Mortgage Corporation (FHLMC). In addition, FHN has completed proprietary
securitizations of nonconforming first lien and second lien mortgages and HELOC, which do not
conform to the requirements for sale or securitization through government agencies or GSE. Most of
these securitizations are accounted for as sales; those that do not qualify for sale treatment are
accounted for as financing arrangements.
Interests retained from loan sales, including agency securitizations, include MSR and excess
interest. Interests retained from proprietary securitizations include MSR and various financial
assets. MSR are initially valued at fair value, and the remaining retained interests are initially
valued by allocating the remaining cost basis of the loan between the security or loan sold and the
remaining retained interests based on their relative fair values at the time of securitization or
sale. All retained interests, including MSR, are carried at fair value.
Financial assets retained in a proprietary or agency securitization may include certificated
residual interests, excess interest (structured as interest-only strips), interest-only strips,
principal-only strips, or subordinated bonds. Residual interests represent rights to receive
earnings to the extent of excess income generated by the underlying loans. Excess interest
represents rights to receive interest from serviced assets that exceed contractually specified
rates. Principal-only strips are principal cash flow tranches, and interest-only strips are
interest cash flow tranches. Subordinated bonds are bonds with junior priority. All financial
assets retained from a securitization are recognized on the Consolidated Statements of Condition in
trading securities at fair value with realized and unrealized gains and losses included in current
earnings as a component of noninterest income on the Consolidated Statements of Income.
The fair values of the certificated residual interests and the excess interest are determined using
market prices from closely comparable assets such as MSR that are tested against prices determined
using a valuation model that calculates the present value of estimated future cash flows. The fair
value of these retained interests typically changes based on changes in the discount rate and
differences between modeled prepayment speeds and credit losses and actual experience. In some
instances, FHN retains interests in the loans it securitized by retaining certificated principal-only strips or subordinated bonds. FHN uses observable inputs such as trades of similar
instruments, yield curves, credit spreads, and consensus prepayment speeds to determine the fair
value of principal-only strips. The fair value of subordinated bonds is determined using the best
available market information, which may include trades of comparable securities, independently
provided spreads to other marketable securities, and published market research. Where no market
information is available, the company utilizes an internal valuation model. As of December 31,
2009, and December 31, 2008, no market information was available, and the subordinated bonds were
valued using an internal model which includes assumptions about timing, frequency and severity of
loss, prepayment speeds of the underlying collateral, and the yield that a market participant would
require.
7
Note 1 Summary of Significant Accounting Policies (continued)
FHN recognizes all its classes of MSR at fair value. Classes of MSR are determined in
accordance with FHNs risk management practices and market inputs used in determining the fair
value of the servicing asset. Since sales of MSR tend to occur in private transactions and the
precise terms and conditions of the sales are typically not readily available, there is a limited
market to refer to in determining the fair value of MSR. As such, FHN relies primarily on a
discounted cash flow model to estimate the fair value of its MSR. This model calculates estimated
fair value of the MSR using predominant risk characteristics of MSR such as interest rates, type of
product (fixed vs. variable), age (new, seasoned, or moderate), agency type and other factors. FHN
uses assumptions in the model that it believes are comparable to those used by brokers and other
service providers. FHN also periodically compares its estimates of fair value and assumptions with
brokers, service providers, and recent market activity and against its own experience.
Loans. Loans are stated at principal amounts outstanding, net of unearned income. Interest on
loans is recognized on an accrual basis at the applicable interest rate on the principal amount
outstanding. Loan origination fees and direct costs as well as premiums and discounts are
amortized as level yield adjustments over the respective loan terms. Unamortized net fees or costs
are recognized upon early repayment of the loans. Loan commitment fees are generally deferred and
amortized on a straight-line basis over the commitment period. Impaired loans are generally
carried on a nonaccrual status. Loans are ordinarily placed on nonaccrual status when, in
managements opinion, the collection of principal or interest is unlikely. Accrued but uncollected
interest is reversed and charged against interest income when the loan is placed on nonaccrual
status. On retail loans, accrued but uncollected interest is reversed when the loan is fully or
partially charged off. Management may elect to continue the accrual of interest when the estimated
net realizable value of collateral is sufficient to recover the principal balance and accrued
interest. Interest payments received on nonaccrual and impaired loans are normally applied to
principal. Once all principal has been received, additional interest payments are recognized on a
cash basis as interest income.
Individually impaired loans are measured using either a discounted cash flow methodology or the
estimated fair value of the underlying collateral less costs to sell, if the loan is considered
collateral-dependent. In accordance with accounting standards, the discounted cash flow analysis
utilizes the loans effective interest rate for discounting expected cash flow amounts. For loans
measured using the estimated fair value of collateral less costs to sell, fair value is estimated
using appraisals of the collateral. Collateral values are monitored and additional write-downs are
recognized if it is determined that the estimated collateral values have declined further.
Estimated costs to sell are based on current amounts of disposal costs for similar assets.
Generally, FHN does not carry loan loss reserves for collateral dependent individually impaired
loans.
Allowance for Loan Losses. The allowance for loan losses is maintained at a level that management
determines is sufficient to absorb estimated probable incurred losses in the loan portfolio.
Managements evaluation process to determine the adequacy of the allowance utilizes analytical
models based on loss experience subject to adjustment to reflect current events, trends, and
conditions (including economic considerations and trends). The actual amounts realized could differ
in the near future from the amounts assumed in arriving at the allowance for loan losses reported
in the financial statements.
All losses of principal are charged to the allowance for loan losses in the period in which the
loan is deemed to be uncollectible. Additions are made to the allowance through periodic
provisions charged to current operations and recovery of principal on loans previously charged off.
Premises and Equipment. Premises and equipment are carried at cost less accumulated depreciation
and amortization and include additions that materially extend the useful lives of existing premises
and equipment. All other maintenance and repair expenditures are expensed as incurred. Gains and
losses on dispositions are reflected in noninterest income and expense.
Depreciation and amortization are computed on the straight-line method over the estimated useful
lives of the assets and are recorded as noninterest expense. Leasehold improvements are amortized
over the lesser of the lease periods or the estimated useful lives using the straight-line method.
Useful lives utilized in determining depreciation for furniture, fixtures and equipment and
buildings are three to fifteen and seven to forty-five years, respectively.
Real Estate Acquired by Foreclosure. Properties acquired by foreclosure in compliance with HUD
servicing guidelines are included in Real estate acquired by foreclosure and are carried at the
estimated amount of the underlying government insurance or guarantee. On December 31, 2009, FHN
had $11.5 million in these foreclosed properties. All other real estate acquired by foreclosure
consists of properties that have been acquired in satisfaction of debt. These properties are
carried at the lower of the outstanding loan amount or estimated fair value less estimated costs to
sell the real estate. Losses arising at foreclosure are charged to the appropriate reserve.
8
Note 1 Summary of Significant Accounting Policies (continued)
Required developmental costs associated with foreclosed property under construction are
capitalized and included in determining the estimated net realizable value of the property, which
is reviewed periodically, and any write-downs are charged against current earnings.
Intangible Assets. Intangible assets consist of Other intangible assets and Goodwill. The
Other intangible assets represents identified intangible assets, including customer lists,
acquired contracts, covenants not to compete and premium on purchased deposits, which are amortized
over their estimated useful lives, except for those assets related to deposit bases that are
primarily amortized over 10 years. Management evaluates whether events or circumstances have
occurred that indicate the remaining useful life or carrying value of amortizing
intangibles should be revised. Goodwill represents the excess of cost over net assets of acquired
subsidiaries less identifiable intangible assets. On an annual basis, FHN tests goodwill for
impairment. For the year ended December 31, 2007, as a result of impairment assessments completed
in relation to two full-service First Horizon Bank branches sold as part of FHNs restructuring,
repositioning, and efficiency initiatives, a goodwill impairment of $13.0 million and impairments
of other intangible assets of $.9 million were recognized. Additionally, in fourth quarter 2007,
FHN incurred a noncash impairment charge of $71.1 million for the writedown of goodwill associated
with the non-strategic business segment. While impairment of Goodwill recognized was immaterial
to FHN for the year ended December 31, 2008, impairments of other intangible assets of $4.0 million
were recognized during 2008 in relation to FHNs divestiture of certain mortgage banking operations
and from the change in FHNs national banking strategy. For the year ended December 31, 2009,
goodwill impairments of $16.6 million and an impairment of other intangible assets of $.2 million
were recognized as a result of impairment assessments completed in relation to an agreement to sell
FTN Equity Capital Markets (FTN ECM) and in relation to the disposal of the First Horizon Insurance
business in the Atlanta area. See Note 26 Restructuring, Repositioning, and Efficiency
Initiatives for additional information regarding the impairments of other intangible assets during
2008 and the impairments of goodwill and other intangible assets during 2007 and 2009. See Note 7
Intangible Assets for additional information regarding the goodwill impairment charge recognized
by the non-strategic segment in 2007.
Derivative Financial Instruments. FHN accounts for derivative financial instruments in accordance
with ASC 815 which requires recognition of all derivative instruments on the balance sheet as
either an asset or liability measured at fair value through adjustments to either accumulated other
comprehensive income within shareholders equity or current earnings. Fair value is defined as the
price that would be received to sell a derivative asset or paid to transfer a derivative liability
in an orderly transaction between market participants on the transaction date. Fair value is
determined using available market information and appropriate valuation methodologies.
FHN prepares written hedge documentation, identifying the risk management objective and designating
the derivative instrument as a fair value hedge, cash flow hedge or free-standing derivative
instrument entered into as an economic hedge or to meet customers needs. All transactions
designated as ASC 815 hedges must be assessed at inception and on an ongoing basis as to the
effectiveness of the derivative instrument in offsetting changes in fair value or cash flows of the
hedged item. For a fair value hedge, changes in the fair value of the derivative instrument and
changes in the fair value of the hedged asset or liability are recognized currently in earnings.
For a cash flow hedge, changes in the fair value of the derivative instrument, to the extent that
it is effective, are recorded in accumulated other comprehensive income and subsequently
reclassified to earnings as the hedged transaction impacts net income. Any ineffective portion of
a cash flow hedge is recognized currently in earnings. For free-standing derivative instruments,
changes in fair values are recognized currently in earnings. See Note 25 Derivatives and
Off-Balance Sheet Arrangements for additional information.
Cash flows from derivative contracts are reported as operating activities on the Consolidated
Statements of Cash Flows.
Advertising and Public Relations. Advertising and public relations costs are generally expensed as
incurred.
Income Taxes. FHN accounts for income taxes using the liability method pursuant to ASC 740,
Income Taxes. Under this method, FHNs deferred tax assets and liabilities are determined by
applying the applicable federal and state income tax rates to its cumulative temporary differences.
These temporary differences represent differences between financial statement carrying amounts and
the corresponding tax bases of certain assets and liabilities. Deferred taxes are provided as a
result of such temporary differences.
FHN and its eligible subsidiaries are included in a consolidated federal income tax return. FHN
files separate returns for subsidiaries that are not eligible to be included in a consolidated
federal income tax return. Based on the laws of the applicable state where it conducts business
operations, FHN either files consolidated, combined, or separate returns. With few exceptions, FHN
is no longer subject to U.S. federal or state and local tax examinations by tax authorities for
years before 2006. The Internal Revenue Service (IRS) is currently examining tax years 2006 -
2008. All proposed adjustments with respect to examinations of federal returns filed for 2005 and
prior years have been settled.
9
Note 1 Summary of Significant Accounting Policies (continued)
FHN adopted the provisions of a Codification update to ASC 740 on January 1, 2007. As a
result of the implementation of the provisions of the Codification update, FHN recognized a $.9
million increase in the liability for unrecognized tax benefits, which was accounted for as a
reduction to the January 1, 2007 balance of undivided profits. The total balance of unrecognized
tax benefits at December 31, 2009 and December 31, 2008, respectively, were $30.0 million and $31.1
million. FHN does not expect that unrecognized tax benefits will significantly increase or
decrease within the next twelve months. FHN recognizes accrued interest and penalties related to
unrecognized tax benefits as
a component of tax expense. FHN had approximately $7.6 million and $6.0 million accrued for the
payment of interest at December 31, 2009 and December 31, 2008, respectively.
Earnings per Share. Earnings per share is computed by dividing net income or loss available to
common shareholders by the weighted average number of common shares outstanding for each period.
Diluted earnings per share in net income periods is computed by dividing net income available to
common shareholders by the weighted average number of common shares adjusted to include the number
of additional common shares that would have been outstanding if the potential dilutive common
shares resulting from options granted under
FHNs stock option plans and deferred compensation arrangements had been issued. FHN utilizes the
treasury stock method in this calculation. Diluted earnings per share does not reflect an
adjustment for potentially dilutive shares in net loss periods. As a result of the stock dividends
distributed in 2008, 2009, through October 1, 2010, and expected to be distributed on January
1, 2011, weighted average basic and diluted shares were restated to reflect the
effect of the stock dividends.
Equity Compensation. FHN accounts for its employee stock-based compensation plans using the grant
date fair value of an award to determine the expense to be recognized over the life of the award.
For awards with service vesting criteria, expense is recognized using the straight-line method over
the requisite service period (generally the vesting period) and is adjusted for anticipated
forfeitures. For awards vesting based on a performance measure, anticipated performance is
projected to determine the number of awards expected to vest, and the corresponding aggregate
expense is adjusted to reflect the elapsed portion of the performance period. The fair value of
equity awards with cash payout requirements, as well as awards for which fair value cannot be
estimated at grant date, is remeasured each reporting period through vesting date. Awards are
amortized using the nonsubstantive vesting methodology which requires that expense associated with
awards having only service vesting criteria that continue vesting after retirement be recognized
over a period ending no later than an employees retirement eligibility date.
Accounting Changes. Effective December 31, 2009, FHN adopted the provisions of the FASB
Codification Update to ASC 715 which provides detailed disclosure requirements to enhance the
disclosures about an employers postretirement benefit plan assets currently required by ASC
715-20-50. Upon adoption of the amendments to ASC 715, FHN revised its disclosures accordingly.
Effective December 31, 2009, FHN adopted the provisions of FASB Accounting Standards Update
2010-02, Accounting and Reporting for Decreases in Ownership of a Subsidiary a Scope
Clarification (ASU 2010-02). ASU 2010-02 clarifies the scope of the decrease in ownership
guidance in ASC 810-10 and expands the disclosures required upon deconsolidation of a subsidiary
under ASC 810-10-50-1B. The adoption of the Codification update to ASC 810-10 had no effect on
FHNs statement of condition or results of operations.
Effective December 31, 2009, FHN adopted the provisions of FASB Accounting Standards Update
2009-05, Measuring Liabilities at Fair Value (ASU 2009-05). ASU 2009-05 updates ASC 820 to
clarify that a quoted price for the identical liability, when traded as an asset in an active
market, is a Level 1 measurement for that liability when no adjustment to the quoted price is
required. ASU 2009-05 further amends ASC 820 to provide that if a quoted price for an identical
liability does not exist in an active market, the fair value of the liability should be measured
using an approach that maximizes the use of relevant observable inputs and minimizes the use of
unobservable inputs. Under the updated provisions of ASC 820, for such liabilities fair value will
be measured using either a valuation technique that uses the quoted price of the identical
liability when traded as an asset, a valuation technique that uses the quoted price for similar
liabilities or similar liabilities when traded as an asset, or another valuation technique that is
consistent with the principles of ASC 820. The adoption of the Codification update to ASC 820 had
no material effect on FHNs statement of condition or results of operations.
Effective September 30, 2009, FHN adopted the provisions of FASB Accounting Standards Update
2009-01 which creates ASC 105, Generally Accepted Accounting Principles. ASC 105 establishes the
FASB Accounting Standards Codification (the Codification) as the single source of authoritative
accounting principles recognized by the FASB to be applied by nongovernmental entities in the
preparation of financial statements in conformity with GAAP, other than guidance issued by the SEC.
Under ASC 105, all guidance contained in the FASB Accounting Standards Codification carries an
equal level of authority, with ASC 105 superseding all non-SEC accounting and reporting
10
Note 1 Summary of Significant Accounting Policies (continued)
standards which existed as of its effective date. The effect of adopting the provisions of
ASC 105 was immaterial to FHN. In accordance with ASC 105, all references to authoritative
accounting standards have been revised to reflect their Codification citation.
Effective June 30, 2009, FHN adopted the provisions of the FASB Codification update to ASC
825-10-50, which requires disclosures about fair value of financial instruments in interim
financial statements. ASC 825-10-50, as amended, requires that disclosures be included in both
interim and annual financial statements of the methods and significant assumptions used to estimate
the fair value of financial instruments.
Comparative disclosures are required only for periods ending subsequent to initial adoption. Upon
adoption of the amendments to ASC 825-10-50, FHN revised its disclosures accordingly.
Effective June 30, 2009, FHN adopted ASC 855-10 which provides general standards of accounting for
and disclosure of events that occur after the balance sheet date but before financial statements
are issued. ASC 855-10-50 requires disclosure of the date through which subsequent events have
been evaluated and whether that date is the date the financial statements were issued or the date
the financial statements were available to be issued. An assessment of subsequent events must be
performed for both interim and annual reporting periods. FHN initially applied the guidance of ASC
855-10 when assessing subsequent events through the time of the filing of the financial statements
for the quarter ended June 30, 2009, and the effects of adoption were not material.
In April 2009, the FASB issued a Codification update to ASC 320-10-35 which replaces the intent
and ability to hold to recovery indicator of other-than-temporary impairment in ASC 320-10-35 for
debt securities. The updated provisions of ASC 320-10-35 specify that a debt security is
considered other-than-temporarily impaired when an entitys management intends to sell the security
or that it is more-likely-than-not that the entity will be required to sell the security
prior to recovery of its cost basis. ASC 320-10-35, as amended, requires that for impaired
held-to-maturity and available-for-sale debt securities that an entity does not intend to sell and
will not be required to sell prior to recovery but for which credit losses exist, the
other-than-temporary impairment should be separated between the total impairment related to credit
losses, which should be recognized in current earnings, and the amount of impairment related to all
other factors, which should be recognized in other comprehensive income. ASC 320-10-35, as
amended, discusses the proper interaction of its guidance with SEC Staff Accounting Bulletin Topic 5M, which provides additional factors that must be considered in an other-than-temporary impairment
analysis. ASC 320-10-35, as amended, also provides that in periods in which other-than-temporary
impairments are recognized, the total impairment must be presented in the investors income
statement with an offset for the amount of total impairment that is recognized in other
comprehensive income. ASC 320-10-35 requires additional disclosures including a rollforward of
amounts recognized in earnings for debt securities for which an other-than-temporary impairment has
been recognized and the noncredit portion of the other-than-temporary impairment that has been
recognized in other comprehensive income. FHN initially applied the guidance provided in the
Codification update to ASC 320-10-35 when assessing debt securities for other-than-temporary
impairment as of March 31, 2009 and the effects of adoption were not material.
In April 2009, the FASB issued a Codification update to ASC 820-10 which provides factors that an
entity should consider when determining whether a market for an asset is not active. If after
evaluating the relevant factors, the evidence indicates that a market is not active, ASC 820-10
provides an additional list of factors that an entity must consider when determining whether events
and circumstances indicate that a transaction which occurred in such inactive market is orderly.
ASC 820-10, as amended, requires that entities place more weight on observable transactions
determined to be orderly and less weight on transactions for which there is insufficient
information to determine whether the transaction is orderly when determining the fair value of an
asset or liability. The Codification update to ASC 820-10 requires enhanced disclosures, including
disclosure of a change in valuation technique which results from its application and disclosure of
fair value measurements for debt and equity securities by major security types. FHN initially
applied the guidance provided in the Codification update to ASC 820-10 in its fair value
measurements as of March 31, 2009 and the effects of adoption were not significant.
Effective January 1, 2009, FHN adopted the provisions of the Codification update to ASC 820 for
existing fair value measurement requirements related to non-financial assets and liabilities which
are recognized at fair value on a non-recurring basis. The effective date for the application of
ASC 820s measurement framework to such non-financial assets and liabilities was previously delayed
under transitional guidance issued by the FASB. ASC 820, as amended, establishes a hierarchy to be
used in performing measurements of fair value. Additionally, the updated provisions of ASC 820
emphasize that fair value should be determined from the perspective of a market participant while
also indicating that valuation methodologies should first reference available market data before
using internally developed assumptions. ASC 820, as amended, also provides expanded disclosure
requirements regarding the effects of fair value measurements on the financial statements. The
effect of adopting the updated provisions of ASC 820 for non-financial assets and liabilities which
are recognized at fair value on a non-recurring basis on January 1, 2009, was not significant to
FHN. Effective January 1, 2008, FHN adopted
11
Note 1 Summary of Significant Accounting Policies (continued)
ASC 820s Codification update for existing fair value measurement requirements related to
financial assets and liabilities as well as to non-financial assets and liabilities which are
remeasured at least annually. Upon the adoption of the updated provisions of ASC 820 for financial
assets and liabilities as well as non-financial assets and liabilities remeasured at least annually
on January 1, 2008, a negative after-tax cumulative-effect adjustment of $12.5 million was made to
the opening balance of undivided profits for interest rate lock commitments which
FHN previously measured under the guidance of ASC 815-10-45. The effect of the change in
accounting for these interest rate lock commitments produced a positive effect of $19.4 million on
2008 pre-tax earnings as existing commitments were delivered as loans and
additional commitments that would have been deferred under the guidance of ASC 815-10-45 were made.
Substantially all commitments existing at August 31, 2008 were sold.
Effective January 1, 2009, FHN adopted the provisions of the Codification update to ASC 805 and ASC
810. ASC 805, as amended, requires that an acquirer recognize the assets acquired and liabilities
assumed in a business combination, as well as any noncontrolling interest in the acquiree, at their
fair values as of the acquisition date, with limited exceptions. Additionally, the updated
provisions of ASC 805 provide that an acquirer cannot specify an effective date for a business
combination that is separate from the acquisition date. ASC 805, as amended, also provides that
acquisition-related costs which an acquirer incurs should be expensed in the period in which the
costs are incurred and the services are received. ASC 810, as amended, requires that acquired
assets and liabilities be measured at full fair value without consideration to ownership
percentage. Under the updated provisions of ASC 810, any noncontrolling interests in an acquiree
should be presented as a separate component of equity rather than on a mezzanine level.
Additionally, ASC 810, as amended, provides that net income or loss should be reported in the
consolidated income statement at its consolidated amount, with disclosure on the face of the
consolidated income statement of the amount of consolidated net income which is attributable to the
parent and noncontrolling interests, respectively. The retrospective application of ASC 810s
presentation and disclosure requirements resulted in an increase to consolidated net income of
$14.0 million for 2008 and $18.8 million for 2007. FHN also recognized an increase of total
shareholders equity of $295.2 million upon adoption of the amendments to ASC 810 as a result of
reclassifying the noncontrolling interest previously recognized on the Consolidated Statements of
Condition as Preferred stock of subsidiary as a separate component of equity.
Effective January 1, 2009, FHN adopted the provisions of an additional Codification update to ASC
805 which requires that an acquirer recognize at fair value as of the acquisition date an asset
acquired or liability assumed in a business combination that arises from a contingency if the
acquisition-date fair value of the asset or liability can be determined during the measurement
period. ASC 805, as amended, provides that if the acquisition-date fair value of an asset acquired
or liability assumed in a business combination that arises from a contingency cannot be determined
during the measurement period, the asset or liability should be recognized at the acquisition date
if information available before the end of the measurement period indicates that it is probable
that an asset existed or a liability had been incurred at the acquisition date and the amount of
the asset or liability can be reasonably estimated. Additionally, ASC 805, as amended, requires
enhanced disclosures regarding assets and liabilities arising from contingencies which are
recognized at the acquisition date of a business combination, including the nature of the
contingencies, the amounts recognized at the acquisition date and the measurement basis applied.
The adoption of the Codification update to ASC 805 had no effect on FHNs statement of condition or
results of operations.
Effective January 1, 2009, FHN adopted the provisions of the Codification update to ASC 815-10-50
which provides amendments that enhance disclosures related to derivatives accounted for in
accordance with ASC 815 and reconsiders existing disclosure requirements for such derivatives and
any related hedging items. The additional disclosures provided in ASC 815-10-50, as amended, are
required for both interim and annual reporting periods. Upon adoption of the Codification update
to ASC 815-10-50, FHN revised its disclosures accordingly.
FHN also adopted the provisions of the Codification update to ASC 860-10 as of January 1, 2009, for
initial transfers of financial assets executed after such date. The Codification update amends ASC
860-10 to permit a transferor and transferee to separately account for an initial transfer of a
financial asset and a related repurchase financing that are entered into contemporaneously with, or
in contemplation of, one another if certain specified conditions are met at the inception of the
transaction. ASC 860-10, as amended, requires that the two transactions have a valid and distinct
business or economic purpose for being entered into separately and that the repurchase financing
not result in the initial transferor regaining control over the previously transferred financial
asset. The effect of adopting the Codification update to ASC 860-10 was immaterial to FHN.
Effective December 31, 2008, FHN adopted the provisions of the Codification update to ASC 325 which
aligns its impairment model for beneficial interests in securitized financial assets with the
impairment model in ASC 320, resulting in a consistent determination of whether
other-than-temporary impairments of available for sale or held to maturity debt securities have
occurred. Since FHN recognizes all retained
12
Note 1 Summary of Significant Accounting Policies (continued)
interests from securitization transactions at fair value as trading securities and as all of
its beneficial interests classified as available for sale securities are outside the scope of ASC
325, the effect of adopting the Codification update to ASC 325 was immaterial to FHN.
Effective December 31, 2008, FHN adopted the provisions of the Codification update to ASC 810 and
ASC 860 which require additional disclosures related to transfers of financial assets as well as
FHNs involvement with variable interest entities and qualifying special purpose entities. Upon
adoption of the Codification update to ASC 810 and ASC 860, FHN revised its disclosures
accordingly.
Effective December 31, 2008, FHN adopted the provisions of the Codification update to ASC 815-10-50
which requires sellers of credit derivatives and similar guarantee contracts to make disclosures
regarding the nature, term, fair value, potential losses, and recourse provisions for those
contracts. Since FHN is not a seller of credit derivatives or similar financial guarantees, the
effect of adopting the Codification update to ASC 815-10-50 was immaterial to FHN.
Effective January 1, 2008, FHN adopted the provisions of the Codification update to ASC 825 which
allows an irrevocable election to measure certain financial assets and liabilities at fair value on
an instrument-by-instrument basis, with unrealized gains and losses recognized currently in
earnings. Under ASC 825, the fair value option may only be elected at the time of initial
recognition of a financial asset or liability or upon the occurrence of certain specified events.
Additionally, ASC 825 provides that application of the fair value option must be based on the fair
value of an entire financial asset or liability and not selected risks inherent in those assets or
liabilities. ASC 825 requires that assets and liabilities which are measured at fair value
pursuant to the fair value option be reported in the financial statements in a manner that
separates those fair values from the carrying amounts of similar assets and liabilities which are
measured using another measurement attribute. ASC 825 also provides expanded disclosure
requirements regarding the effects of electing the fair value option on the financial statements.
Upon adoption of the updated provisions of ASC 825, FHN elected the fair value option on a
prospective basis for almost all types of mortgage loans originated for sale purposes.
Additionally, in accordance with ASC 825s amendment of ASC 320, FHN began prospectively
classifying cash flows associated with its retained interests in securitizations recognized as
trading securities within investing activities in the Consolidated Statements of Cash Flows.
Effective January 1, 2008, FHN adopted SEC Staff Accounting Bulletin No. 109, Written Loan
Commitments Recorded at Fair Value Through Earnings (SAB No. 109) prospectively for derivative
loan commitments issued or modified after that date. SAB No. 109 rescinds SAB No. 105s
prohibition on inclusion of expected net future cash flows related to loan servicing activities in
the fair value measurement of a written loan commitment. SAB No. 109 also applies to any loan
commitments for which fair value accounting is elected under ASC 825. FHN did not elect fair value
accounting for any other loan commitments under ASC 825. The prospective application of SAB No.
109 and the prospective election to recognize substantially all new mortgage loan originations at
fair value under ASC 825 resulted in a positive net impact of $1.0 million on 2008 pre-tax
earnings.
Effective January 1, 2008, FHN adopted the provisions of the Codification update which amended ASC
820 to exclude ASC 840, Leases, from its scope. The adoption of the Codification update to ASC
820 had no effect on FHNs statement of condition or results of operations.
Effective January 1, 2008, FHN adopted the provisions of the Codification update to ASC 715 which
requires that a liability be recognized for contracts written to employees which provide future
postretirement benefits that are covered by endorsement split-dollar life insurance arrangements
because such obligations are not considered to be effectively settled upon entering into the
related insurance arrangements. FHN recognized a decrease to undivided profits of $8.5 million,
net of tax, upon adoption of the amendments to ASC 715.
Effective January 1, 2008, FHN adopted the provisions of the Codification update to ASC 815 which
permits the offsetting of fair value amounts recognized for the right to reclaim cash collateral or
the obligation to return cash collateral against fair value amounts recognized for derivative
instruments executed with the same counterparty under the same master netting arrangement. Upon
adoption of the amendments to ASC 815, entities were permitted to change their previous accounting
policy election to offset or not offset fair value amounts recognized for derivative instruments
under master netting arrangements. ASC 815, as amended, requires additional disclosures for
derivatives and collateral associated with master netting arrangements, including the separate
disclosure of amounts recognized for the right to reclaim cash collateral or the obligation to
return cash collateral under master netting arrangements as of the end of each reporting period for
entities that made an accounting policy decision to not offset fair value amounts. FHN retained
its previous accounting policy election to not offset fair value amounts recognized for derivative
instruments under master netting arrangements upon adoption of the updated provisions of ASC 815,
and has revised its disclosures accordingly.
13
Note 1 Summary of Significant Accounting Policies (continued)
FHN also adopted the provisions of the Codification update to ASC 815-20-25 as of January 1,
2008, for hedging relationships designated on or after such date. The updated provisions of ASC
815-20-25 explicitly permit use of the shortcut method for hedging relationships in which an
interest rate swap has a nonzero fair value at inception of the hedging relationship which is
attributable solely to the existence of a bid-ask spread in the entitys principal market under ASC
820. Additionally, ASC 815-20-25, as amended, allows an entity to apply the shortcut method to a
qualifying fair value hedge when the hedged item has a trade date that differs from its settlement
date because of generally established conventions in the marketplace in which the transaction to
acquire or issue the hedged item is executed. Preexisting shortcut hedging relationships were
analyzed as of the adoption date of the amendments to ASC 815-20-25 to determine whether they
complied with
the revised shortcut criteria at their inception or should be dedesignated prospectively. The
adoption of the updated provisions of ASC 815-20-25 had no effect on FHNs financial position or
results of operations as all of FHNs preexisting hedging relationships met the requirements of ASC
815-20-25, as amended, at their inception.
Effective January 1, 2007, FHN adopted the provisions of the Codification update to ASC 815-15-25
which permits fair value remeasurement for hybrid financial instruments that contain an embedded
derivative that otherwise would require bifurcation. Additionally, ASC 815-15-25, as amended,
clarifies the accounting guidance for beneficial interests in securitizations. Under the provisions
of the Codification update, all beneficial interests in a securitization require an assessment in
accordance with ASC 815-15-25 to determine if an embedded derivative exists within the instrument.
In addition, effective January 1, 2007, FHN adopted the provisions of an additional Codification
update to ASC 815-15-25 which provides an exemption from the embedded derivative test of ASC
815-15-25-26(b) for instruments that would otherwise require bifurcation if the test is met solely
because of a prepayment feature included within the securitized interest and prepayment is not
controlled by the security holder. Since FHN presents all retained interests in its proprietary
securitizations as trading securities and due to the clarifying guidance of ASC 815-15-25, as
amended, the impact of adopting the Codification update to ASC 815-15-25 was immaterial to the
results of operations.
Effective January 1, 2007, FHN adopted the provisions of the Codification update to ASC 740 which
provides guidance for the financial statement recognition and measurement of a tax position taken
or expected to be taken in a tax return. ASC 740, as amended, also provides guidance on the
classification and disclosure of uncertain tax positions in the financial statements. Upon
adoption of the updated provisions of ASC 740, FHN recognized a cumulative effect adjustment that
decreased the beginning balance of undivided profits in the amount of $.9 million for differences
between the tax benefits recognized in the statements of condition prior to the adoption of the
Codification update to ASC 740 and the amounts reported after adoption.
Effective January 1, 2007, FHN adopted the provisions of the Codification update to ASC 325-30
which provides that in addition to cash surrender value, the asset recognized for a life insurance
contract should consider certain other provisions included in a policys contractual terms with
additional amounts being discounted if receivable beyond one year. Additionally, ASC 325-30, as
amended, requires that the determination of the amount that could be realized under an insurance
contract be performed at the individual policy level. FHN recognized a reduction of undivided
profits in the amount of $.5 million as a result of adopting the Codification update to ASC 325-30.
Effective January 1, 2007, FHN elected early adoption of the final provisions of the Codification
update to ASC 715 which required that the annual measurement date of a defined benefit
postretirement plans assets and liabilities be as of the date of the financial statements. As a
result of adopting the measurement date provisions of the Codification update to ASC 715, total
equity was increased by $6.2 million on January 1, 2007, consisting of a reduction to undivided
profits of $2.1 million and a credit to accumulated other comprehensive income of $8.3 million.
Accounting Changes Issued but Not Currently Effective In January 2010, the FASB issued
Accounting Standards Update 2010-06, Improving Disclosures about Fair Value Measurements (ASU
2010-06), which updates ASC 820 to require disclosure of significant transfers into and out of
Level 1 and Level 2 of the fair value hierarchy, as well as disclosure of an entitys policy for
determining when transfers between all levels of the hierarchy are recognized. ASC 820, as
amended, also provides enhanced disclosure requirements regarding purchases, sales, issuances, and
settlements related to recurring Level 3 measurements, and requires separate disclosure in the
Level 3 reconciliation of total gains and losses recognized in other comprehensive income. The
updated provisions of ASC 820 require that fair value measurement disclosures be provided by each
class of assets and liabilities, and that disclosures providing a description of the valuation
techniques and inputs used to measure fair value be included for both recurring and nonrecurring
fair value measurements classified as either Level 2 or Level 3. The provisions of ASU 2010-06 are
effective for periods beginning after December 15, 2009, except for the requirement to provide the
Level 3 activity of purchases, sales, issuances, and settlements on a gross basis which will be
effective for
14
Note 1 Summary of Significant Accounting Policies (continued)
periods beginning after December 15, 2010. Comparative disclosures are required only for
periods ending subsequent to initial adoption. FHN is currently assessing the effects of adopting
the provisions of ASU 2010-06.
In June 2009, the FASB issued guidance, the provisions of which have been subsequently reissued as
Accounting Standards Update 2009-16, Accounting for Transfers of Financial Assets (ASU 2009-16).
ASU 2009-16 updates ASC 860 to provide for the removal of the qualifying special purpose entity
(QSPE) concept from GAAP, resulting in the evaluation of all former QSPEs for consolidation on and
after January 1, 2010 in accordance with ASC 810. The amendments to ASC 860 modify the criteria
for achieving sale accounting for transfers of financial assets and define the term participating
interest to establish specific conditions for reporting a transfer of a portion of a financial
asset as a sale. The updated provisions of ASC 860 also provide that a transferor should recognize
and initially measure at fair value all assets obtained (including a transferors beneficial
interest) and liabilities incurred as a result of a transfer of financial assets accounted for as a
sale. ASC 860, as amended, requires enhanced disclosures which are generally consistent with, and
supersede, the disclosures previously required by the Codification update to ASC 810 and ASC 860
which was effective for periods ending after December 15, 2008. The provisions of ASU 2009-16 are
effective prospectively for new transfers of financial assets occurring in fiscal years beginning
after November 15, 2009, and in interim periods within those fiscal years. ASC 860s amended
disclosure requirements should be applied to transfers that occurred both before and after the
effective date of the Codification update, with comparative disclosures required only for periods
subsequent to initial adoption for those disclosures not previously required under the Codification
update to ASC 810 and ASC 860 which was effective for periods ending after December 15, 2008. The
effect of adopting the provisions of ASU 2009-16 will not be material to FHN.
In June 2009, the FASB issued guidance, the provisions of which have been subsequently reissued as
Accounting Standards Update 2009-17, Improvements to Financial Reporting by Enterprises Involved
with Variable Interest Entities (ASU 2009-17). ASU 2009-17 amends ASC 810 to revise the criteria
for determining the primary beneficiary of a variable interest entity (VIE) by replacing the
quantitative-based risks and rewards test previously required with a qualitative analysis. While
ASC 810, as amended, retains the previous guidance in ASC 810 which requires a reassessment of
whether an entity is a VIE only when certain triggering events occur, it adds an additional
criteria which triggers a reassessment of an entitys status when an event occurs such that the
holders of the equity investment at risk, as a group, lose the power from voting rights or similar
rights of those investments to direct the activities of the entity that most significantly impact
the entitys economic performance. Additionally, the amendments to ASC 810 require continual
reconsideration of conclusions regarding which interest holder is the VIEs primary beneficiary.
Following the Codification update, ASC 810 will require separate presentation on the face of the
balance sheet of the assets of a consolidated VIE that can only be used to settle the VIEs
obligations and the liabilities of a consolidated VIE for which creditors or beneficial interest
holders have no recourse to the general credit of the primary beneficiary (e.g., consolidated
residential mortgage securitization trusts). ASC 810, as amended, also requires enhanced
disclosures which are generally consistent with, and supersede, the disclosures previously required
by the Codification update to ASC 810 and ASC 860 which was effective for periods ending after
December 15, 2008. The provisions of ASU 2009-17 are effective for periods beginning after
November 15, 2009 and require reevaluation under ASC 810s amended consolidation requirements of
all QSPEs and entities currently subject to ASC 810 as of the beginning of the first annual period
that begins after November 15, 2009. If consolidation of a VIE is required upon initial adoption,
the assets, liabilities, and noncontrolling interests of the VIE should be measured at their
carrying amounts as if ASC 810, as amended, had been applied from inception of the VIE, with any
difference between the net amounts recognized and the amount of any previously recognized interests
reflected as a cumulative effect adjustment to undivided profits. However, if determining the
carrying amounts is not practicable, the assets, liabilities, and noncontrolling interests of the
VIE may be measured at fair value. Further, if determining the carrying amounts is not
practicable, and if the activities of the VIE are primarily related to securitizations or other
forms of asset-backed financings and the assets of the VIE can be used only to settle obligations
of the entity, then the assets and liabilities of the VIE may be measured at their unpaid principal
balances. The fair value option provided under ASC 825 may also be elected for financial assets
and financial liabilities requiring consolidation as a result of initial adoption, provided that
the election is made for all eligible financial assets and financial liabilities of the VIE. If
initial application of the amendments to ASC 810 results in deconsolidation of a VIE, any retained
interest in the VIE should be measured at its carrying value as if ASC 810, as amended, had been
applied from inception of the VIE. Comparative disclosures are required only for periods
subsequent to initial adoption for those disclosures not previously required under the Codification
update to ASC 810 and ASC 860 which was effective for periods ending after December 15, 2008.
FHN is continuing to assess the effects of adopting the provisions of ASU 2009-17 on all of its
proprietary residential mortgage securitization trusts based on the size and priority of interests
retained. Based on its current level of involvement, upon adoption of the Codification update to
ASC 810, FHN anticipates that consumer loans with an aggregate unpaid principal balance of
approximately $250 million will be prospectively consolidated as the retention of MSR and other
retained interests, including residual interests and subordinated bonds, results in FHN being
considered the related trusts primary beneficiary under the qualitative analysis required by ASC
810, as amended.
15
Note 1 Summary of Significant Accounting Policies (continued)
Additionally, FHN has determined that calculation of carrying values is not practicable and
thus it anticipates using the unpaid principal balance measurement methodology upon adoption, with
the ALLL related to the newly consolidated loans determined using FHNs standard practices. Upon
adoption of the provisions of ASU 2009-17, MSR and trading assets held in relation to the newly
consolidated trusts will be removed from the Consolidated Statements of Condition. FHN expects to
recognize an increase to the opening balance of undivided profits approximating $6.0 million for
the cumulative effect of adopting the amendments to ASC 810. An adjustment to the ALLL through
provision approximating $10 million ($6 million, net of tax) is expected to be recognized by FHN in
first quarter 2010 in relation to the newly consolidated loans.
16
Note 2 Acquisitions/Divestitures
In 2009, FHN continued its efforts to refocus on core businesses and executed the sale and
closure of FHNs Atlanta insurance business and Louisville First Express Remittance Processing
location (FERP). FHN recognized a loss of $7.5 million on the sale of the Atlanta insurance
business and a $1.7 million loss on the FERP divestiture. These losses are reflected on the
Consolidated Statements of Income as a loss on divestiture within noninterest income. The losses
on divestitures primarily reflect goodwill write-offs associated with the sale. Additionally, FHN
recognized a goodwill impairment associated with certain assets excluded from the sale of the
Atlanta insurance business. The loss is reflected as a goodwill impairment within nointerest
expense on the Consolidated Statements of Income. See Note 7 Intangible Assets for further
discussion. FHN continues to have an insurance business within its Tennessee banking footprint and
continues to operate other remittance processing locations.
In 2009, FHN reached a definitive agreement for the sale of FTN ECM, the institutional equity
research division of FTN Financial. As a result of this agreement, FHN incurred a pre-tax goodwill
impairment of $14.3 million (approximately $9 million after taxes) in 2009. The financial results
of FTN ECM, including the goodwill impairment, are reflected in the Income/loss from discontinued
operations, net of tax line on the Consolidated Statements of Income for all periods presented.
During first quarter 2010, the contracted sale of FTN ECM failed to close, and FHN exited this
business.
Effective August 31, 2008, FHN sold more than 230 retail and wholesale mortgage origination offices
nationwide, the loan origination and servicing platform, substantially all of FHNs mortgage
origination pipeline and related hedges, certain fixed assets, and other associated assets to
MetLife. MetLife did not acquire any portion of FHNs mortgage loan warehouse. FHN retained its
mortgage operations in and around Tennessee, continuing to originate home loans for customers in
its regional banking market footprint. FHN also sold servicing assets, and related hedges, on
$19.1 billion of first lien mortgage loans and associated custodial deposits. Additionally, FHN
entered into a subservicing agreement with MetLife for the remainder of FHNs servicing portfolio.
MetLife generally paid book value for the assets and liabilities it acquired, less a purchase price
reduction. The assets and liabilities related to the mortgage operations divested were included in
the non-strategic segment and were reflected as divestiture on the Consolidated Statements of
Condition for the reporting period ended June 30, 2008. FHN recognized a loss on divestiture of
$17.5 million in the third quarter 2008 and a gain on divestiture of $0.9 million in the fourth
quarter of 2008. Gains and losses related to this transaction were included in the noninterest
income section of the Consolidated Statements of Income as gains/losses on divestitures.
Due to efforts initiated by FHN in 2007 to improve profitability, FHN sold 34 branches in Atlanta,
Baltimore, Dallas, and Northern Virginia which were outside the Regional Banks footprint. The
First Horizon Bank branch sales were completed in both 2007 and 2008. These divestitures resulted
in aggregate gains of $15.7 million during 2007 and losses of $2.4 million during 2008. These
transactions resulted in the transfer of certain loans, certain fixed assets (including branch
locations), and assumption of all the deposit relationships of the First Horizon Bank branches that
were divested. The assets and liabilities related to the First Horizon Bank branches were included
in the non-strategic segment and were reflected as divestiture on the Consolidated Statements of
Condition for reporting periods ended prior to June 30, 2008. The gains and losses realized on the
disposition of First Horizon Bank branches were included in the noninterest income section of the
Consolidated Statements of Income as gains and losses on divestitures.
In addition to the divestitures mentioned above, FHN acquires or divests assets from time to time
in transactions that are considered business combinations or divestitures but are not material to
FHN individually or in the aggregate.
17
Note 3 Investment Securities
The following tables summarize FHNs available for sale securities on December 31, 2009 and
2008:
On December 31, 2009 | ||||||||||||||||
Gross | Gross | |||||||||||||||
Amortized | Unrealized | Unrealized | Fair | |||||||||||||
(Dollars in thousands) | Cost | Gains | Losses | Value | ||||||||||||
Securities available for sale: |
||||||||||||||||
U.S. Treasuries |
$ | 47,983 | $ | 146 | $ | | $ | 48,129 | ||||||||
Government agency issued MBS (a) |
941,392 | 58,685 | | 1,000,077 | ||||||||||||
Government agency issued CMO (a) |
1,148,599 | 42,919 | (2,088 | ) | 1,189,430 | |||||||||||
Other U.S. government agencies (a) |
111,849 | 6,296 | | 118,145 | ||||||||||||
States and municipalities |
44,400 | | | 44,400 | ||||||||||||
Equity (b) |
293,318 | 450 | (177 | ) | 293,591 | |||||||||||
Other |
667 | 29 | | 696 | ||||||||||||
Total securities available for sale (c) |
$ | 2,588,208 | $ | 108,525 | $ | (2,265 | ) | $ | 2,694,468 | |||||||
(a) | Includes securities issued by government sponsored entities. | |
(b) | Includes restricted investments in FHLB-Cincinnati stock of $125.5 million and FRB stock of $66.3 million. The remainder is money market, venture capital, and cost method investments. | |
(c) | Includes $2.3 billion of securities pledged to secure public deposits, securities sold under agreements to repurchase and for other purposes. As of December 31, 2009, FHN had pledged $1.5 billion of the $2.3 billion pledged available for sale securities as collateral for securities sold under repurchase agreements. Additionally, $44.0 million is restricted pursuant to reinsurance contract agreements. |
On December 31, 2008 | ||||||||||||||||
Gross | Gross | |||||||||||||||
Amortized | Unrealized | Unrealized | Fair | |||||||||||||
(Dollars in thousands) | Cost | Gains | Losses | Value | ||||||||||||
Securities available for sale: |
||||||||||||||||
U.S. Treasuries |
$ | 47,911 | $ | 809 | $ | | $ | 48,720 | ||||||||
Government agency issued MBS (a) |
1,217,608 | 31,909 | | 1,249,517 | ||||||||||||
Government agency issued CMO (a) |
1,303,378 | 34,602 | | 1,337,980 | ||||||||||||
Other U.S. government agencies (a) |
131,216 | 2,485 | | 133,701 | ||||||||||||
States and municipalities |
65,915 | | (555 | ) | 65,360 | |||||||||||
Equity (b) |
287,663 | 33 | | 287,696 | ||||||||||||
Other |
2,214 | | (35 | ) | 2,179 | |||||||||||
Total securities available for sale (c) |
$ | 3,055,905 | $ | 69,838 | $ | (590 | ) | $ | 3,125,153 | |||||||
(a) | Includes securities issued by government sponsored entities. | |
(b) | Includes restricted investments in FHLB-Cincinnati stock of $125.5 million and FRB stock of $44.3 million. The remainder is money market, venture capital, and cost method investments. | |
(c) | Includes $2.7 billion of securities pledged to secure public deposits, securities sold under agreements to repurchase and for other purposes. As of December 31, 2008, FHN had pledged $1.5 billion of the $2.7 billion pledged available for sale securities as collateral for securities sold under repurchase agreements. Additionally, $53.8 million is restricted pursuant to reinsurance contract agreements. |
National banks chartered by the federal government are, by law, members of the Federal Reserve
System. Each member bank is required to own stock in its regional Federal Reserve Bank. Given this
requirement, Federal Reserve stock may not be sold, traded, or pledged as collateral for loans.
Membership in the Federal Home Loan Bank (FHLB) network requires ownership of capital stock. Member
banks are entitled to borrow funds from the FHLB and are required to pledge mortgage loans as
collateral. Investments in the FHLB are non-transferable and, generally, membership is maintained
primarily to provide a source of liquidity as needed.
18
Note 3 Investment Securities (continued)
Provided below are the amortized cost and fair value by contractual maturity for the available
for sale securities portfolio on December 31, 2009:
Available for Sale | ||||||||
Amortized | Fair | |||||||
(Dollars in thousands) | Cost | Value | ||||||
Within 1 year |
$ | 39,987 | $ | 40,114 | ||||
After 1 year; within 5 years |
27,351 | 28,486 | ||||||
After 5 years; within 10 years |
95,734 | 100,914 | ||||||
After 10 years |
41,160 | 41,160 | ||||||
Subtotal |
204,232 | 210,674 | ||||||
Government agency issued MBS and CMO |
2,089,991 | 2,189,507 | ||||||
Equity and other securities |
293,985 | 294,287 | ||||||
Total |
$ | 2,588,208 | $ | 2,694,468 | ||||
Expected maturities will differ from contractual maturities because borrowers may
have the right to call or prepay obligations with or without call or prepayment
penalties.
The table below provides information on realized gross gains and realized gross losses
resulting from sales of the available for sale portfolio for the twelve months ended December 31:
Available for Sale | ||||||||||||
(Dollars in thousands) | Debt | Equity | Total | |||||||||
December 31, 2009 |
||||||||||||
Gross gains on sales |
$ | | $ | 2,032 | $ | 2,032 | ||||||
Gross losses on sales |
| (381 | ) | (381 | ) | |||||||
December 31, 2008 |
||||||||||||
Gross gains on sales |
$ | | $ | 67,253 | $ | 67,253 | ||||||
Gross losses on sales |
| | | |||||||||
December 31, 2007 |
||||||||||||
Gross gains on sales |
$ | 6,289 | $ | 3,914 | $ | 10,203 | ||||||
Gross losses on sales |
| (1,440 | ) | (1,440 | ) | |||||||
Certain previously reported amounts have been reclassified to agree with current
presentation.
Proceeds from the sale of AFS securities associated with the gains and losses reflected in the
table above for the years 2009, 2008, and 2007, were $4.4 million, $110.5 million, and $602.1
million, respectively.
Losses totaling $.5 million, $1.5 million, and $10.4 million for the years 2009, 2008, and 2007,
respectively, were recognized for securities that, in the opinion of management have been
other-than-temporarily impaired. The other-than-temporarily impaired securities are
related to cost method investment securities.
19
Note 3 Investment Securities (continued)
The following tables provide information on investments within the available for sale
portfolio that have unrealized losses on December 31, 2009 and 2008:
On December 31, 2009 | ||||||||||||||||||||||||
Less than 12 months | 12 Months or Longer | Total | ||||||||||||||||||||||
Fair | Unrealized | Fair | Unrealized | Fair | Unrealized | |||||||||||||||||||
(Dollars in thousands) | Value | Losses | Value | Losses | Value | Losses | ||||||||||||||||||
Government agency issued CMO |
$ | 142,430 | $ | (2,088 | ) | $ | | $ | | $ | 142,430 | $ | (2,088 | ) | ||||||||||
Total debt securities |
142,430 | (2,088 | ) | | | 142,430 | (2,088 | ) | ||||||||||||||||
Equity |
| | 55 | (177 | ) | 55 | (177 | ) | ||||||||||||||||
Total temporarily impaired securities |
$ | 142,430 | $ | (2,088 | ) | $ | 55 | $ | (177 | ) | $ | 142,485 | $ | (2,265 | ) | |||||||||
On December 31, 2008 | ||||||||||||||||||||||||
Less than 12 months | 12 Months or Longer | Total | ||||||||||||||||||||||
Fair | Unrealized | Fair | Unrealized | Fair | Unrealized | |||||||||||||||||||
(Dollars in thousands) | Value | Losses | Value | Losses | Value | Losses | ||||||||||||||||||
States and municipalities |
$ | 945 | $ | (555 | ) | $ | | $ | | $ | 945 | $ | (555 | ) | ||||||||||
Other |
| | 813 | (35 | ) | 813 | (35 | ) | ||||||||||||||||
Total debt securities |
945 | (555 | ) | 813 | (35 | ) | 1,758 | (590 | ) | |||||||||||||||
Total temporarily impaired securities |
$ | 945 | $ | (555 | ) | $ | 813 | $ | (35 | ) | $ | 1,758 | $ | (590 | ) | |||||||||
FHN has reviewed investment securities that are in unrealized loss positions in accordance
with its accounting policy for other-than-temporary impairment and does not consider them
other-than-temporarily impaired. FHN does not intend to sell the debt securities and it is
more-likely-than-not that FHN will not be required to sell the securities prior to recovery.
Additionally, the decline in value is primarily attributable to interest rates and not credit
losses. For equity securities, FHN has both the ability and intent to hold these securities for the
time necessary to recover the amortized cost.
20
Note 4 Loans
A summary of the major categories of loans outstanding on December 31 is shown below:
(Dollars in thousands) | 2009 | 2008 | ||||||
Commercial: |
||||||||
Commercial, financial and industrial |
$ | 7,159,370 | $ | 7,863,727 | ||||
Real estate commercial |
1,479,888 | 1,454,040 | ||||||
Real estate construction |
924,475 | 1,778,140 | ||||||
Retail: |
||||||||
Real estate residential |
7,362,458 | 8,161,435 | ||||||
Real estate construction |
229,487 | 980,798 | ||||||
Other retail |
121,526 | 135,779 | ||||||
Credit card receivables |
192,036 | 189,554 | ||||||
Real estate loans pledged against other collateralized borrowings |
654,644 | 714,717 | ||||||
Loans, net of unearned income |
18,123,884 | 21,278,190 | ||||||
Allowance for loan losses |
896,914 | 849,210 | ||||||
Total net loans |
$ | 17,226,970 | $ | 20,428,980 | ||||
On December 31, 2009, $4.4 billion of Commercial, Financial, and Industrial loans were pledged to
secure potential discount window borrowings from the Federal Reserve Bank. Additionally, $7.9
billion of Residential Real Estate loans were pledged to secure borrowings from the Federal Home
Loan Bank.
FHN has a significant concentration of loans secured by residential real estate (49 percent of
total loans), the majority of which is in the retail real estate residential portfolio including
real estate loans pledged against other collateralized borrowings (44 percent of total loans). This
portfolio is primarily comprised of home equity lines and loans. While this portfolio has been
stressed by the downturn in the housing market and rising unemployment, it contains loans extended
to strong borrowers with high credit scores and is geographically diversified. Most of the
remaining residential real estate loans are in the winding-down national construction portfolios (5
percent of total loans) whose exposures have been significantly reduced since 2008.
Additionally, on December 31, 2009, FHN had bank-related and trust preferred loans (including loans
to bank and insurance-related businesses) totaling $.7 billion (4 percent of total loans) that are
included within the Commercial, Financial, and Industrial portfolio. Due to higher credit losses
experienced throughout the financial services industry and the limited availability of market
liquidity, these loans have experienced stress during the economic downturn.
On December 31, 2009, FHN did not have any concentrations of Commercial, Financial, and Industrial
loans in any single industry of 10 percent or more of total loans.
Nonperforming loans consist of loans which management has identified as impaired, other nonaccrual
loans, and loans that have been restructured. On December 31, 2009 and 2008, there were no
significant outstanding commitments to advance additional funds to customers whose loans had been
restructured. The following table presents nonperforming loans on December 31:
(Dollars in thousands) | 2009 | 2008 | ||||||
Impaired loans |
$ | 509,073 | $ | 474,090 | ||||
Other nonaccrual loans* |
428,611 | 579,558 | ||||||
Total nonperforming loans |
$ | 937,684 | $ | 1,053,648 | ||||
* | On December 31, 2009 and 2008, other nonaccrual loans included $38.3 million and $8.5 million, respectively, of loans held for sale. |
Generally, when a loan is placed on nonaccrual status, FHN applies the entire amount of any
subsequent payments (including interest) to the outstanding principal balance. Consequently, a
substantial portion of the interest received related to nonaccrual loans has been applied to
principal. Under the original terms of the loan, interest income would have been approximately
$27.9 million for impaired loans and $22.0 million for other nonaccrual loans outstanding on
December 31, 2009. During 2008, interest income would have been approximately $32.4 million for
impaired loans and $23.8 million for other nonaccrual loans under their original terms. During
2007, interest income would have been $8.8 million for impaired loans and $8.0 million for other
nonaccrual loans under their original terms. The average balance of impaired loans was $532.2
million for 2009, $328.3 million for 2008, and $65.4 million for 2007. Generally, impaired
commercial loans considered collateral dependent have been charged down to net realizable value and
other impaired loans have an associated allowance for loan loss.
21
Note 4
Loans (continued)
Activity in the allowance for loan losses related to non-impaired and impaired loans for years
ended December 31 is summarized as follows:
(Dollars in thousands) | Non-impaired | Impaired | Total | |||||||||
Balance on December 31, 2006 |
$ | 206,292 | $ | 9,993 | $ | 216,285 | ||||||
Provision for loan losses |
221,253 | 51,512 | 272,765 | |||||||||
Adjustment due to divestiture, acquisition or transfer |
(14,943 | ) | | (14,943 | ) | |||||||
Charge-offs |
(99,625 | ) | (47,282 | ) | (146,907 | ) | ||||||
Recoveries |
12,906 | 2,235 | 15,141 | |||||||||
Net charge-offs |
(86,719 | ) | (45,047 | ) | (131,766 | ) | ||||||
Balance on December 31, 2007 |
325,883 | 16,458 | 342,341 | |||||||||
Provision for loan losses |
828,963 | 251,037 | 1,080,000 | |||||||||
Adjustment due to divestiture, acquisition or transfer |
(370 | ) | | (370 | ) | |||||||
Charge-offs |
(333,462 | ) | (258,966 | ) | (592,428 | ) | ||||||
Recoveries |
15,893 | 3,774 | 19,667 | |||||||||
Net charge-offs |
(317,569 | ) | (255,192 | ) | (572,761 | ) | ||||||
Balance on December 31, 2008 |
836,907 | 12,303 | 849,210 | |||||||||
Provision for loan losses |
555,972 | 324,028 | 880,000 | |||||||||
Charge-offs |
(553,853 | ) | (323,108 | ) | (876,961 | ) | ||||||
Recoveries |
37,095 | 7,570 | 44,665 | |||||||||
Net charge-offs |
(516,758 | ) | (315,538 | ) | (832,296 | ) | ||||||
Balance on December 31, 2009 |
$ | 876,121 | $ | 20,793 | $ | 896,914 | ||||||
Amounts due from customers on acceptances and bank acceptances outstanding of $2.9 million,
$2.0 million, and $3.4 million on December 31, 2009, 2008, and 2007, respectively, and are included
in other assets and in other liabilities on the Consolidated Statements of Condition. Retail real
estate construction loans are a one-time close product where FHN provides construction and
permanent mortgage financing to individuals for the purpose of constructing a home. Upon completion
of construction, the permanent mortgage had historically been classified as held for sale and sold.
Due to the market disruptions experienced in 2008, secondary market demand for many of these permanent mortgages
decreased significantly. FHN currently transfers the loans to held for sale or retains them in the
loan portfolio based upon managements ability and intent at the time of conversion to permanent
financing. FHN transferred approximately $.2 million in 2009, $.1 billion in 2008, and $2.1 billion
of OTC loans in 2007, from the loan portfolio to held-for-sale. Additionally, FHN transferred
approximately $4.4 million, $.6 billion, and $.1 billion of real estate residential loans from held
for sale into the loan portfolio in 2009, 2008, and 2007, respectively.
22
Note 5 Premises, Equipment and Leases
Premises and equipment on December 31 are summarized below:
(Dollars in thousands) | 2009 | 2008 | ||||||
Land |
$ | 67,047 | $ | 64,201 | ||||
Buildings |
333,450 | 332,645 | ||||||
Leasehold improvements |
43,156 | 57,842 | ||||||
Furniture, fixtures and equipment |
190,289 | 221,894 | ||||||
Premises and equipment, at cost |
633,942 | 676,582 | ||||||
Less accumulated depreciation and amortization |
320,118 | 342,651 | ||||||
Premises and equipment, net |
$ | 313,824 | $ | 333,931 | ||||
FHN is obligated under a number of noncancelable operating leases for premises and equipment
with terms up to 30 years, which may include the payment of taxes, insurance and maintenance costs.
Minimum future lease payments for noncancelable operating leases on premises and equipment on
December 31, 2009, are shown below:
(Dollars in thousands) | ||||
2010 |
$ | 32,025 | ||
2011 |
24,137 | |||
2012 |
18,880 | |||
2013 |
13,899 | |||
2014 |
9,353 | |||
2015 and after |
30,943 | |||
Total minimum lease payments |
$ | 129,237 | ||
Payments required under capital leases are not material.
Aggregate minimum income under sublease agreements for these periods is $11.4 million.
Rent expense incurred under all operating lease obligations for the years ended December 31 is as
follows:
(Dollars in thousands) | 2009 | 2008 | 2007 | |||||||||
Rent expense, gross (a) |
$ | 38,070 | $ | 61,496 | $ | 84,130 | ||||||
Sublease income |
(4,368 | ) | (4,043 | ) | (3,395 | ) | ||||||
Rent expense, net |
$ | 33,702 | $ | 57,453 | $ | 80,735 | ||||||
(a) | Decrease primarily reflects the 2008 divestiture of certain mortgage banking operations. |
23
Note 6 Mortgage Servicing Rights
FHN recognizes all classes of mortgage servicing rights (MSR) at fair value. Classes of MSR
are established based on market inputs used to determine the fair value of the servicing asset and
FHNs risk management practices. See Note 22 Fair Value, the Determination of Fair Value
section for a discussion of FHNs MSR valuation methodology and Note 25 Derivatives and
Off-Balance Sheet Arrangements for a discussion of how FHN hedges the fair value of MSR. The
balance of MSR included on the Consolidated Statements of Condition represents the rights to
service approximately $42.2 billion and $65.2 billion of mortgage loans on December 31, 2009 and
2008, respectively, for which a servicing right has been capitalized.
In third quarter 2009, FHN reviewed the allocation of fair value between MSR and excess interest
from prior first lien loan sales and securitizations. As a result, $11.9 million was reclassified
from trading securities to MSR retained from securitizations and $.8 million was reclassified from
MSR retained from prior loan sales to trading securities. This reclassification is reflected in the
rollforwards below.
Following is a summary of changes in capitalized MSR related to proprietary securitization
activities utilizing qualifying special purpose entities (QSPEs) as of December 31, 2009 and 2008:
First | Second | |||||||||||
(Dollars in thousands) | Liens | Liens | HELOC | |||||||||
Fair value on January 1, 2008 |
$ | 230,311 | $ | 1,429 | $ | 2,261 | ||||||
Addition of mortgage servicing rights |
| | 187 | |||||||||
Reductions due to loan payments |
(22,869 | ) | (259 | ) | (412 | ) | ||||||
Changes in fair value due to: |
||||||||||||
Changes in valuation model inputs or assumptions |
(104,449 | ) | (189 | ) | (579 | ) | ||||||
Other changes in fair value |
| | 14 | |||||||||
Fair value on January 1, 2009 |
102,993 | 981 | 1,471 | |||||||||
Addition of mortgage servicing rights |
| | 11 | |||||||||
Reductions due to loan payments |
(16,646 | ) | (98 | ) | (314 | ) | ||||||
Reclassification from/(to) trading securities |
11,853 | | | |||||||||
Changes in fair value due to: |
||||||||||||
Changes in valuation model inputs or assumptions |
7,668 | 45 | | |||||||||
Fair value on December 31, 2009 |
$ | 105,868 | $ | 928 | $ | 1,168 | ||||||
Servicing, late, and other ancillary fees recognized within mortgage banking income were
$63.9 million, $86.6 million and $85.2 million for the years ended December 31, 2009, 2008, and
2007, respectively, related to securitization activity. Servicing, late, and other ancillary fees
recognized within all other income and commissions were $.9 million, $1.2 million and $1.5 million
for the years ended December 31, 2009, 2008, and 2007, respectively, related to securitization
activity.
24
Note 6 Mortgage Servicing Rights (continued)
Following is a summary of changes in capitalized MSR related to loan sale activity as of
December 31, 2009 and 2008:
First | Second | |||||||||||
(Dollars in thousands) | Liens | Liens | HELOC | |||||||||
Fair value on January 1, 2008 |
$ | 892,104 | $ | 24,403 | $ | 9,312 | ||||||
Addition of mortgage servicing rights |
241,750 | | 1,001 | |||||||||
Reductions due to loan payments |
(86,127 | ) | (6,226 | ) | (1,701 | ) | ||||||
Reductions due to sale |
(485,759 | ) | | | ||||||||
Changes in fair value due to: |
||||||||||||
Changes in valuation model inputs or assumptions |
(311,353 | ) | (5,607 | ) | (2,987 | ) | ||||||
Other changes in fair value |
789 | 6 | 1,794 | |||||||||
Fair value on January 1, 2009 |
251,404 | 12,576 | 7,419 | |||||||||
Addition of mortgage servicing rights |
189 | | | |||||||||
Reductions due to loan payments |
(41,811 | ) | (4,679 | ) | (2,505 | ) | ||||||
Reductions due to sale |
(77,591 | ) | (8,134 | ) | (1,549 | ) | ||||||
Reclassification from/(to) trading securities |
(776 | ) | | | ||||||||
Changes in fair value due to: |
||||||||||||
Changes in valuation model inputs or assumptions |
60,262 | | | |||||||||
Other changes in fair value |
(1,430 | ) | 483 | 789 | ||||||||
Fair value on December 31, 2009 |
$ | 190,247 | $ | 246 | $ | 4,154 | ||||||
Servicing, late, and other ancillary fees recognized within mortgage banking income were $56.5
million, $146.0 million and $227.6 million for the years ended December 31, 2009, 2008, and 2007,
respectively, related to loan sale activity. Servicing, late, and other ancillary fees recognized
within all other income and commissions were $11.4 million, $15.7 million and $17.3 million for the
years ended December 31, 2009, 2008, and 2007, respectively, related to loan sale activity.
The total value of MSR declined $74.2 million during 2009. In 2009, FHN sold the rights to service
$14.2 billion of loans, which resulted in an $87.3 million reduction in MSR attributable to loan
sales. The balance decreased an additional $66.1 million due to loan payments. An increase in
mortgage rates during the year led to a decline in assumed prepayment speeds and resulted in an
increase in value of $67.8 million.
In 2008, FHN sold the rights to service $51.8 billion of first lien loans, which resulted in a
$485.8 million reduction in MSR attributable to loan sales. Included in this change is the third
quarter 2008 sale of $19.1 billion of servicing included in the divestiture of certain banking
operations. Changes in assumptions resulted in a decrease in MSR values as interest rate declines
increased prepayment assumptions.
FHN services a portfolio of mortgage loans related to transfers performed by other parties
utilizing QSPEs. FHNs servicing assets represent its sole interest in these transactions. The
total MSR recognized by FHN related to these transactions was $7.0 million and $27.1 million at
December 31, 2009 and 2008, respectively. The aggregate principal balance serviced by FHN for
these transactions was $.9 billion and $3.3 billion at December 31, 2009 and 2008, respectively.
FHN has no obligation to provide financial support and has not provided any form of support to the
related trusts. The MSR recognized by FHN has been included in the first lien mortgage loans column
within the rollforward of MSR resulting from loan sales activity.
As of December 31, 2009, FHN had transferred $39.7 million of MSR to third parties in transactions
that did not qualify for sales treatment due to certain recourse provisions that were included
within the sale agreements. These MSR are included within the first liens mortgage loans column
within the rollforward of MSR resulting from loan sales activity. The proceeds from these transfers
have been recognized within other short-term borrowings and commercial paper in the Consolidated
Statements of Condition as of December 31, 2009 and 2008.
25
Note 7 Intangible Assets
The following is a summary of intangible assets, net of accumulated amortization, included in
the Consolidated Statements of Condition:
Other | ||||||||
Intangible | ||||||||
(Dollars in thousands) | Goodwill | Assets (a) | ||||||
December 31, 2006 |
$ | 275,582 | $ | 64,530 | ||||
Amortization expense |
| (10,959 | ) | |||||
Impairment (b) |
(84,084 | ) | (990 | ) | ||||
Divestitures |
(3,924 | ) | (563 | ) | ||||
Additions |
4,834 | 4,889 | ||||||
December 31, 2007 |
$ | 192,408 | $ | 56,907 | ||||
Amortization expense |
| (8,229 | ) | |||||
Impairment |
| (4,034 | ) | |||||
Divestitures |
| (32 | ) | |||||
Additions |
| 470 | ||||||
December 31, 2008 |
$ | 192,408 | $ | 45,082 | ||||
Amortization expense |
| (6,017 | ) | |||||
Impairment (b) (c) |
(16,591 | ) | (341 | ) | ||||
Divestitures (c) |
(10,289 | ) | (815 | ) | ||||
Additions |
| 347 | ||||||
December 31, 2009 |
$ | 165,528 | $ | 38,256 | ||||
(a) | Represents customer lists, acquired contracts, premium on purchased deposits, and covenants not to compete. | |
(b) | See Note 26 Restructuring, Repositioning, and Efficiency for further details related to goodwill impairments. | |
(c) | See Note 2 Acquisitions/Divestitures for further details regarding goodwill included within divestitures. |
The gross carrying amount of other intangible assets subject to amortization is $125.6 million
on December 31, 2009, net of $87.3 million of accumulated amortization. Estimated aggregate
amortization expense is expected to be $5.5 million, $5.3 million, $4.2 million, $3.9 million, and
$3.6 million for the twelve-month periods of 2010, 2011, 2012, 2013, and 2014, respectively.
In 2009, FHN incurred goodwill impairments in connection with the exit of FTN ECM and divestitures
and closures of the Atlanta insurance business and FERP. During 2009, all goodwill impairments were
classified within the non-strategic segment. The pre-tax goodwill impairment related to the
agreement to sell FTN ECM was $14.3 million during 2009. Because the agreement to sell FTN ECM
failed to close in 2010 and FHN has exited the business, FHN will recognize an additional $3.3
million of goodwill impairment in first quarter 2010. In connection with the divestiture of the
Atlanta insurance business and FERP, FHN recognized goodwill write-offs of $8.0 million and $2.3
million, respectively, which are included in losses on divestitures on the Consolidated Statements
of Income. As a result of the closure of the remaining Atlanta insurance business that was excluded
from the sale, there was an additional goodwill impairment of $2.3 million. FHN also recognized $.3
million of other intangible impairments related to customer lists, $.8 million of write-offs
related to disposals, and additions of $.3 million.
In 2008, FHN recognized $4.0 million of intangible impairments. The impairments were related to
noncompete agreements associated with the divestiture of certain mortgage banking operations and
the write-off of state banking licenses due to FHNs focus on the Tennessee regional banking
market.
In 2007, FHN recorded $13.0 million of goodwill impairment and a write-down of $.9 million of core
deposit intangibles primarily related to the sale of certain First Horizon Bank branches. Following
an updated valuation based on strategic cash flow projections and market-to-book values, FHN
incurred a fourth quarter 2007 non-cash pre-tax impairment charge of $71.1 million for the
write-down of goodwill associated with the non-strategic business segment. FHN engaged an
independent valuation firm to assist in computing the fair value estimate for the impairment
assessment by utilizing two separate valuation methodologies and applying a weighted average to
each methodology in order to determine fair value for the non-strategic business segment. The
valuation methodologies utilized included a comparison of the average price to book value of
comparable businesses and a discounted cash flow valuation technique.
26
Note 7 Intangible Assets (continued)
The following is a summary of gross goodwill and accumulated impairment losses and write-offs
detailed by reportable segments included in the Consolidated Statements of Condition through
December 31, 2006:
Regional | Capital | |||||||||||||||
(Dollars in thousands) | Non-Strategic | Banking | Markets | Total | ||||||||||||
Gross goodwill |
$ | 166,640 | $ | 64,759 | $ | 97,421 | $ | 328,820 | ||||||||
Accumulated impairments |
| | | | ||||||||||||
Accumulated divestiture related write-offs |
(53,238 | ) | | | (53,238 | ) | ||||||||||
December 31, 2006 |
$ | 113,402 | $ | 64,759 | $ | 97,421 | $ | 275,582 | ||||||||
There is no goodwill associated with the Corporate segment.
The following is a summary of goodwill detailed by reportable segments for the three years
ended December 31:
Regional | Capital | |||||||||||||||
(Dollars in thousands) | Non-Strategic | Banking | Markets | Total | ||||||||||||
December 31, 2006 |
$ | 113,402 | $ | 64,759 | $ | 97,421 | $ | 275,582 | ||||||||
Impairment |
(84,084 | ) | | | (84,084 | ) | ||||||||||
Divestitures |
(3,924 | ) | | | (3,924 | ) | ||||||||||
Additions |
4,834 | | | 4,834 | ||||||||||||
December 31, 2007 |
$ | 30,228 | $ | 64,759 | $ | 97,421 | $ | 192,408 | ||||||||
December 31, 2008 |
$ | 30,228 | $ | 64,759 | $ | 97,421 | $ | 192,408 | ||||||||
Impairment |
(16,591 | ) | | | (16,591 | ) | ||||||||||
Divestitures |
(10,289 | ) | | | (10,289 | ) | ||||||||||
December 31, 2009 |
$ | 3,348 | $ | 64,759 | $ | 97,421 | $ | 165,528 | ||||||||
There is no goodwill associated with the Corporate segment.
The following is a summary of gross goodwill and accumulated impairment losses and write-offs
detailed by reportable segments included in the Consolidated Statements of Condition through
December 31, 2009:
Regional | Capital | |||||||||||||||
(Dollars in thousands) | Non-Strategic | Banking | Markets | Total | ||||||||||||
Gross goodwill |
$ | 171,474 | $ | 64,759 | $ | 97,421 | $ | 333,654 | ||||||||
Accumulated impairments |
(100,675 | ) | | | (100,675 | ) | ||||||||||
Accumulated divestiture related write-offs |
(67,451 | ) | | | (67,451 | ) | ||||||||||
December 31, 2009 |
$ | 3,348 | $ | 64,759 | $ | 97,421 | $ | 165,528 | ||||||||
There is no goodwill associated with the Corporate segment.
27
Note 8 Time Deposit Maturities
Following is a table of maturities for time deposits outstanding on December 31, 2009, which
include Certificates of deposit under $100,000 and other time and Certificates of deposit
$100,000 and more. Certificates of deposit $100,000 and more totaled $.6 billion on December 31,
2009. Time deposits are included in Interest-bearing deposits on the Consolidated Statements of
Condition.
(Dollars in thousands) | ||||
2010 |
$ | 1,572,729 | ||
2011 |
300,612 | |||
2012 |
173,327 | |||
2013 |
139,382 | |||
2014 |
188,706 | |||
2015 and after |
81,180 | |||
Total |
$ | 2,455,936 | ||
28
Note 9 Short-Term Borrowings
Short-term borrowings include federal funds purchased and securities sold under agreements to
repurchase, commercial paper, trading liabilities, and other borrowed funds.
Federal funds purchased and securities sold under agreements to repurchase and commercial paper
generally have maturities of less than 90 days. Trading liabilities, which represent short
positions in securities, are generally held for less than 90 days. Other short-term borrowings have
original maturities of one year or less. On December 31, 2009, capital markets trading securities
with a fair value of $5.5 million were pledged to secure other short-term borrowings.
The detail of these borrowings for the years 2009, 2008, and 2007 is presented in the following
table:
Federal Funds | ||||||||||||||||
Purchased and | ||||||||||||||||
Securities Sold | ||||||||||||||||
Under Agreements | Commercial | Trading | Other Short-term | |||||||||||||
(Dollars in thousands) | to Repurchase | Paper | Liabilities | Borrowings (a) | ||||||||||||
2009 |
||||||||||||||||
Average balance |
$ | 2,486,296 | $ | 159 | $ | 536,161 | $ | 2,662,830 | ||||||||
Year-end balance |
2,874,353 | | 293,387 | 761,758 | ||||||||||||
Maximum month-end outstanding |
2,874,353 | 310 | 565,858 | 4,734,408 | ||||||||||||
Average rate for the year |
.21 | % | 1.57 | % | 3.89 | % | .29 | % | ||||||||
Average rate at year-end |
.17 | | 4.13 | .17 | ||||||||||||
2008 |
||||||||||||||||
Average balance |
$ | 3,409,496 | $ | 2,325 | $ | 702,407 | $ | 5,136,144 | ||||||||
Year-end balance |
1,751,079 | 3,130 | 359,502 | 4,276,559 | ||||||||||||
Maximum month-end outstanding |
6,433,001 | 3,355 | 1,503,348 | 6,461,018 | ||||||||||||
Average rate for the year |
2.04 | % | 2.79 | % | 4.73 | % | 2.33 | % | ||||||||
Average rate at year-end |
.25 | .51 | 4.82 | .79 | ||||||||||||
2007 |
||||||||||||||||
Average balance |
$ | 4,853,599 | $ | 2,080 | $ | 950,555 | $ | 1,343,572 | ||||||||
Year-end balance |
4,829,597 | 2,076 | 556,144 | 3,420,919 | ||||||||||||
Maximum month-end outstanding |
6,167,114 | 2,659 | 1,360,764 | 3,420,919 | ||||||||||||
Average rate for the year |
4.72 | % | 3.76 | % | 5.42 | % | 4.83 | % | ||||||||
Average rate at year-end |
3.23 | 3.66 | 5.26 | 4.35 | ||||||||||||
(a) | Primarily includes borrowings from the FHLB and Federal Reserve Term Auction Facility. |
29
Note
10 Long-Term Debt
The following table presents information pertaining to long-term debt (debt with original
maturities greater than one year) for FHN and its subsidiaries on December 31:
(Dollars in thousands) | 2009 | 2008 | ||||||
First Tennessee Bank National Association: |
||||||||
Subordinated notes (qualifies for total capital under the risk-based capital guidelines) |
||||||||
Matures on January 15, 2015 5.05% |
$ | 432,003 | $ | 454,055 | ||||
Matures on May 15, 2013 4.625% |
272,120 | 280,801 | ||||||
Matures on April 1, 2016 5.65% |
277,214 | 297,652 | ||||||
Bank notes (a) |
697,453 | 2,471,164 | ||||||
Other collateralized borrowings Matures on December 22, 2037 0.55% on December 31, 2009 and 2.30% on December 31, 2008 (b) |
50,147 | 48,855 | ||||||
Federal Home Loan Bank borrowings (c) |
3,022 | 3,354 | ||||||
Trust preferred debt (d) |
30,500 | 30,500 | ||||||
First Horizon National Corporation: |
||||||||
Subordinated capital notes (qualifies for total capital under the risk-based capital guidelines) |
||||||||
Matures on May 15, 2013 4.50% |
108,875 | 112,243 | ||||||
Subordinated notes (e) |
||||||||
Matures on January 6, 2027 8.07% |
109,697 | 107,765 | ||||||
Matures on April 15, 2034 6.30% |
214,102 | 219,274 | ||||||
FT Real Estate Securities Company, Inc.: |
||||||||
Cumulative preferred stock (qualifies for total capital under the risk-based capital guidelines) |
||||||||
Matures on March 31, 2031 9.50% |
45,557 | 45,489 | ||||||
First Horizon ABS Trust: |
||||||||
Other collateralized borrowings (f) |
||||||||
Matures on October 25, 2034 0.39% on December 31, 2009 and 0.60% on December 31, 2008 |
165,107 | 179,114 | ||||||
Matures on October 26, 2026 0.36% on December 31, 2009 and 0.57% on December 31, 2008 |
236,226 | 253,438 | ||||||
Matures on September 25, 2029 0.36% on December 31, 2009 and 0.57% on December 31, 2008 |
249,110 | 263,956 | ||||||
Total |
$ | 2,891,133 | $ | 4,767,660 | ||||
(a) | The bank notes were issued with variable interest rates and have remaining terms of 1 to 2 years. These bank notes had weighted average interest rates of 0.45 percent and 2.58 percent on December 31, 2009 and 2008, respectively. | |
(b) | Secured by $50.1 million of trust preferred loans. | |
(c) | The Federal Home Loan Bank borrowings were issued with fixed interest rates and have remaining terms of 1 to 20 years. These borrowings had weighted average interest rates of 2.39 percent and 2.70 percent on December 31, 2009 and 2008, respectively. | |
(d) | Trust preferred notes have a weighted average interest rate of 6.04 percent and 6.53 percent as of December 31, 2009 and 2008, respectively. | |
(e) | See Note 11 Subordinated Debentures for further details. | |
(f) | Secured by $654.6 million of retail real estate residential loans. See Note 23 Loan Sales and Securitizations for further details. |
Annual principal repayment requirements as of December 31, 2009, are as follows:
(Dollars in thousands) | ||||
2010 |
$ | 148,651 | ||
2011 |
549,101 | |||
2012 |
151 | |||
2013 |
350,151 | |||
2014 |
151 | |||
2015 and after |
1,739,638 | |||
30
Note
10 Long-Term Debt (continued)
All subordinated notes are unsecured and are subordinate to other present and future senior
indebtedness. FTBNAs subordinated notes and FHNs subordinated capital notes qualify as Tier 2
capital under the risk-based capital guidelines. In February 2005, FTBNA established a bank note
program providing additional liquidity of $5.0 billion. This bank note program provided FTBNA with
a facility under which it could continuously issue and offer short- and medium-term unsecured
notes. On December 31, 2009, $1.6 billion was available under the terms of the bank note program.
During 2008 and 2009, market and other conditions have been such that FTBNA has not been able to
affordably utilize the bank note program, and instead has obtained less credit-sensitive sources of
funding including secured sources such as Federal Home Loan Bank borrowings and the Federal Reserve
Term Auction Facility. FTBNA expects that its inability to use the bank note program will continue
for some time to come, and cannot predict when that inability will end.
31
Note
11 Guaranteed Preferred Beneficial Interests in First Horizons Junior Subordinated Debentures
On December 30, 1996, FHN, through its underwriter, sold $100 million of capital securities.
First Tennessee Capital I (Capital I), a Delaware business trust wholly owned by FHN, issued $100
million of Capital Securities, Series A at 8.07 percent. The proceeds were loaned to FHN as junior
subordinated debt. FHN has, through various contractual arrangements, fully and unconditionally
guaranteed all of Capital Is obligations with respect to the capital securities. The sole asset of
Capital I is $103 million of junior subordinated debentures issued by FHN. These junior
subordinated debentures also carry an interest rate of 8.07 percent. Both the capital securities of
Capital I and the junior subordinated debentures of FHN will mature on January 6, 2027; however,
FHN has the option to redeem both prior to maturity. The capital securities qualify as Tier 1
capital. The junior subordinated debentures are included in the Consolidated Statements of
Condition in Long-term debt (see Note 10 Long-Term Debt).
On March 29, 2004, FHN, through its underwriter, sold $200 million of capital securities. First
Tennessee Capital II (Capital II), a Delaware business trust wholly owned by FHN, issued $200
million of Capital Securities, Series B at 6.30 percent. The proceeds were loaned to FHN as junior
subordinated debt. FHN has, through various contractual arrangements, fully and unconditionally
guaranteed all of Capital IIs obligations with respect to the capital securities. The sole asset
of Capital II is $206 million of junior subordinated debentures issued by FHN. These junior
subordinated debentures also carry an interest rate of 6.30 percent. Both the capital securities of
Capital II and the junior subordinated debentures of FHN will mature on April 15, 2034; however,
FHN has the option to redeem both prior to maturity. The capital securities qualify as Tier 1
capital. The junior subordinated debentures are included in the Consolidated Statements of
Condition in Long-term debt (see Note 10 Long-Term Debt).
32
Note 12 Preferred Stock and Other Capital
FHN Preferred Stock and Warrant
On November 14, 2008, FHN issued and sold 866,540 preferred shares of Fixed Rate Cumulative
Perpetual Preferred Stock, Series CPP, along with a Warrant to purchase common stock. The issuance
occurred in connection with, and is governed by, the Treasury Capital Purchase Program (Capital
Purchase Program) administered by the U.S. Treasury (UST) under the Troubled Asset Relief
Program (TARP). The Preferred Shares have an annual 5 percent cumulative preferred dividend rate,
payable quarterly. The dividend rate increases to 9 percent after five years. If a dividend payment
is missed it is not a default; however, dividends compound if they accrue in arrears. Preferred
Shares have a liquidation preference of $1,000 per share plus accrued dividends. The Preferred
Shares have no mandatory redemption date and are not subject to any sinking fund. The Preferred
Shares carry certain restrictions. The Preferred Shares have a senior rank and also provide
limitations on certain compensation arrangements of executive officers along with the twenty most
highly compensated employees. During the first three years following the issuance, FHN may not
reinstate a cash dividend on its common shares nor purchase equity shares without the approval of
the UST, subject to certain limited exceptions. If preferred dividends are missed, FHN may not
reinstate a cash dividend on its common shares to the extent preferred dividends remain unpaid.
Generally, the Preferred Shares are non-voting. However, should FHN fail to pay six quarterly
dividends, the holder may elect two directors to FHNs Board of Directors until such dividends are
paid. In connection with the issuance of the Preferred Shares, a Warrant to purchase 12,743,235
common shares was issued with an exercise price of $10.20 per share. The Warrant is immediately
exercisable and expires in ten years. The Warrant is subject to proportionate anti-dilution
adjustment in the event of stock dividends or splits, among other things. As a result of the stock
dividends distributed to date as of October 1, 2010, and
expected to be distributed on January 1, 2011, the Warrant was
adjusted to cover 14,842,321 common shares at a purchase price of
$8.757 per share.
The Preferred Shares and Warrant qualify as Tier 1 capital and are presented in permanent equity on
the Consolidated Statements of Condition as of December 31, 2009, in the amounts of $798.7 million
and $83.9 million, respectively. Proceeds received were allocated between the common stock warrant
and preferred shares based on their relative fair values. The fair value of the preferred shares
was determined by calculating the present value of expected cash flows using a 9.40 percent
discount rate. The fair value of the common stock warrant was determined using the Black Scholes
Options Pricing Model. Both fair value determinations assumed redemption prior to the increase in
dividend rate on the five year anniversary of the issuance. The preferred shares discount is being
amortized over the initial five-year period using the constant yield method. FHN is in the process
of evaluating the proper time and correct process to repay funds received from the preferred shares and common stock warrant issued to the UST.
Subsidiary Preferred Stock
On September 14, 2000, FT Real Estate Securities Company, Inc. (FTRESC), an indirect
subsidiary of FHN, issued 50 shares of 9.50 percent Cumulative Preferred Stock (Class B Preferred Shares), with a liquidation preference of $1.0 million per share. An aggregate total of
47 Class B Preferred Shares have been sold privately to nonaffiliates. These securities qualify as
Tier 2 capital and are presented in the Consolidated Statements of Condition as Long-term debt.
FTRESC is a real estate investment trust (REIT) established for the purpose of acquiring, holding,
and managing real estate mortgage assets. Dividends on the Class B Preferred Shares are cumulative
and are payable semi-annually.
The Class B Preferred Shares are mandatorily redeemable on March 31, 2031, and redeemable at the
discretion of FTRESC in the event that the Class B Preferred Shares cannot be accounted for as Tier
2 regulatory capital or there is more than an insubstantial risk that dividends paid with respect
to the Class B Preferred Shares will not be fully deductible for tax purposes. They are not subject
to any sinking fund and are not convertible into any other securities of FTRESC, FHN or any of its
subsidiaries. The shares are, however, automatically exchanged at the direction of the Office of
the Comptroller of the Currency for preferred stock of FTBNA, having substantially the same terms
as the Class B Preferred Shares in the event FTBNA becomes undercapitalized, insolvent or in danger
of becoming undercapitalized.
Effective January 1, 2009, FHN adopted the FASB Accounting Standards Codification Topic relating to
Consolidation (ASC 810-10-45) which provides that noncontrolling interests should be presented as a
separate component of equity rather than on a mezzanine level. In accordance with ASC 810-10-45,
the balance for noncontrolling interests associated with preferred stock previously issued by the
following indirect, wholly-owned subsidiaries of FHN have been included in the equity section of
the Consolidated Statements of Condition for all periods presented.
33
Note 12 Preferred Stock and Other Capital (continued)
First Horizon Preferred Funding, LLC and First Horizon Preferred Funding II, LLC have each
issued $1.0 million of Class B Units of preferred stock. On December 31, 2009, 2008, and 2007, the
amount of Class B Preferred Shares and Units that are perpetual in nature that was recognized as
Noncontrolling interest on the Consolidated Statements of Condition was $.3 million, $.3 million,
$.5 million, respectively. The remaining balance has been eliminated in consolidation.
On March 23, 2005, FTBNA issued 300,000 shares of Class A Non-Cumulative Perpetual Preferred Stock
(Class A Preferred Stock) with a liquidation preference of $1,000 per share. These securities
qualify as Tier 1 capital. On December 31, 2009, 2008, and 2007, $294.8 million of Class A
Preferred Stock was recognized as Noncontrolling interest on the Consolidated Statements of
Condition.
Due to the nature of the subsidiary preferred stock issued by First Horizon Preferred Funding, LLC,
First Horizon Preferred Funding II, LLC, and FTBNA, all components of other comprehensive
income/(loss) included in the Consolidated Statements of Equity have been attributed solely to FHN
as the controlling interest holder. The table below presents the amounts included in the
Consolidated Statements of Income for the years ended December 31, 2009, 2008, and 2007, which are
attributable to FHN as controlling interest holder for the following:
(Dollars in thousands) | 2009 | 2008 | 2007 | |||||||||
Net loss from continuing operations (a) |
$ | (256,991 | ) | $ | (188,453 | ) | $ | (172,599 | ) | |||
Income/(loss) from discontinued operations, net of tax |
(12,846 | ) | (3,534 | ) | 2,453 | |||||||
Net loss |
$ | (269,837 | ) | $ | (191,987 | ) | $ | (170,146 | ) | |||
(a) | Net loss from continuing operations adjusted for net income attributable to the noncontrolling interest holder. |
34
Note 13 Regulatory Capital
FHN is subject to various regulatory capital requirements administered by the federal banking
agencies. Failure to meet minimum capital requirements can initiate certain mandatory, and
possibly additional discretionary actions by regulators that, if undertaken, could have a direct
material effect on FHNs financial statements. Under capital adequacy guidelines and the
regulatory framework for prompt corrective action, specific capital guidelines that involve
quantitative measures of assets, liabilities, and certain derivatives as calculated under
regulatory accounting practices must be met. Capital amounts and classification are also subject
to qualitative judgment by the regulators about components, risk weightings, and other factors.
Quantitative measures established by regulation to ensure capital adequacy require FHN to maintain
minimum amounts and ratios of total and Tier 1 capital to risk-weighted assets, and of Tier 1
capital to average assets (leverage). Management believes, as of December 31, 2009, that FHN met
all capital adequacy requirements to which it was subject.
The actual capital amounts and ratios of FHN and FTBNA are presented in the table below. In
addition, FTBNA must also calculate its capital ratios after excluding financial subsidiaries as
defined by the Gramm-Leach-Bliley Act of 1999. Based on this calculation, FTBNAs Total Capital,
Tier 1 Capital, and Leverage ratios were 19.64 percent, 15.16 percent, and 12.56 percent,
respectively, on December 31, 2009, and were 18.21 percent, 13.87 percent, and 11.42 percent,
respectively, on December 31, 2008.
First Horizon National | First Tennessee Bank | |||||||||||||||
Corporation | National Association | |||||||||||||||
(Dollars in thousands) | Amount | Ratio | Amount | Ratio | ||||||||||||
On December 31, 2009: |
||||||||||||||||
Actual: |
||||||||||||||||
Total Capital |
$ | 4,691,010 | 21.92 | % | $ | 4,481,786 | 21.16 | % | ||||||||
Tier 1 Capital |
3,507,782 | 16.39 | 3,361,373 | 15.87 | ||||||||||||
Leverage |
3,507,782 | 13.36 | 3,361,373 | 12.91 | ||||||||||||
For Capital Adequacy Purposes: |
||||||||||||||||
Total Capital |
1,712,033 | > | 8.00 | 1,694,688 | > | 8.00 | ||||||||||
Tier 1 Capital |
856,016 | > | 4.00 | 847,344 | > | 4.00 | ||||||||||
Leverage |
1,050,104 | > | 4.00 | 1,041,090 | > | 4.00 | ||||||||||
To Be Well Capitalized Under Prompt
Corrective Action Provisions: |
||||||||||||||||
Total Capital |
2,118,360 | > | 10.00 | |||||||||||||
Tier 1 Capital |
1,271,016 | > | 6.00 | |||||||||||||
Leverage |
1,301,362 | > | 5.00 | |||||||||||||
On December 31, 2008: |
||||||||||||||||
Actual: |
||||||||||||||||
Total Capital |
$ | 5,083,609 | 20.18 | % | $ | 4,794,737 | 19.21 | % | ||||||||
Tier 1 Capital |
3,784,152 | 15.03 | 3,578,078 | 14.34 | ||||||||||||
Leverage |
3,784,152 | 12.22 | 3,578,078 | 11.64 | ||||||||||||
For Capital Adequacy Purposes: |
||||||||||||||||
Total Capital |
2,014,829 | > | 8.00 | 1,996,781 | > | 8.00 | ||||||||||
Tier 1 Capital |
1,007,415 | > | 4.00 | 998,391 | > | 4.00 | ||||||||||
Leverage |
1,238,942 | > | 4.00 | 1,229,693 | > | 4.00 | ||||||||||
To Be Well Capitalized Under Prompt
Corrective Action Provisions: |
||||||||||||||||
Total Capital |
2,495,976 | > | 10.00 | |||||||||||||
Tier 1 Capital |
1,497,586 | > | 6.00 | |||||||||||||
Leverage |
1,537,116 | > | 5.00 |
35
Note 14 Other Income and Other Expense
Following is detail of All other income and commissions and All other expense as presented in
the Consolidated Statements of Income:
(Dollars in thousands) | 2009 | 2008 | 2007 | |||||||||
All other income and commissions: |
||||||||||||
Bankcard income |
20,161 | 22,081 | 24,874 | |||||||||
Bank-owned life insurance |
19,744 | 25,143 | 25,172 | |||||||||
Gains on repurchases of debt |
16,412 | 33,845 | | |||||||||
Remittance processing |
11,765 | 12,953 | 13,451 | |||||||||
Other service charges |
11,647 | 12,631 | 14,296 | |||||||||
ATM interchange fees |
11,335 | 9,224 | 8,472 | |||||||||
Reinsurance fees |
9,130 | 11,919 | 9,052 | |||||||||
Deferred compensation (a) |
7,686 | (22,901 | ) | 7,727 | ||||||||
Electronic banking fees |
6,020 | 6,217 | 6,561 | |||||||||
Letter of credit fees |
5,989 | 5,657 | 6,738 | |||||||||
Gains/(losses) from loan sales and securitizations |
2,545 | (8,625 | ) | 23,881 | ||||||||
Federal flood certifications |
| 3,869 | 5,212 | |||||||||
Other |
29,802 | 33,533 | 16,713 | |||||||||
Total |
$ | 152,236 | $ | 145,546 | $ | 162,149 | ||||||
All other expense: |
||||||||||||
Advertising and public relations |
22,074 | 32,738 | 41,840 | |||||||||
Low income housing expense |
22,000 | 18,734 | 20,922 | |||||||||
Other insurance and taxes |
12,388 | 8,705 | 10,372 | |||||||||
Travel and entertainment |
9,547 | 15,137 | 23,295 | |||||||||
Customer relations |
7,819 | 8,872 | 9,775 | |||||||||
Loan insurance expense |
7,811 | 5,270 | 4,610 | |||||||||
Employee training and dues |
5,327 | 6,198 | 6,569 | |||||||||
Fed service fees |
5,078 | 7,053 | 6,047 | |||||||||
Bank examinations costs |
4,884 | 4,144 | 4,504 | |||||||||
Supplies |
4,661 | 10,586 | 13,599 | |||||||||
Complimentary check expense |
3,529 | 4,776 | 5,058 | |||||||||
Other (b)(c) |
79,171 | 51,923 | 120,895 | |||||||||
Total |
$ | 184,289 | $ | 174,136 | $ | 267,486 | ||||||
(a) | Deferred compensation market value adjustments are mirrored by adjustments to employee compensation, incentives, and benefits expense. | |
(b) | Includes a portion of net charges for restructuring, repositioning, and efficiency initiatives (Note 26). | |
(c) | 2009 includes a $7.0 million reversal of expense related to Visa litigation matters compared with a $30.0 million reversal in 2008. |
36
Note 15 Components of Other Comprehensive Income/(loss)
Following is detail of Accumulated other comprehensive income/(loss) as presented in the
Consolidated Statements of Condition:
Accumulated | ||||||||||||
Other | ||||||||||||
Before-Tax | Tax Benefit/ | Comprehensive | ||||||||||
(Dollars in thousands) | Amount | (Expense) | Income/(Loss) | |||||||||
December 31, 2006 |
$ | (46,569 | ) | $ | 16,365 | $ | (72,448 | ) | ||||
Effects of changing pension plan measurement date
pursuant to ASC 715 |
||||||||||||
Amortization of prior service cost, transition
asset/obligation, and net actuarial gain/(loss) for
October 1 - December 31 |
2,204 | (838 | ) | 1,366 | ||||||||
Additional actuarial gain/(loss) for October 1 - December 31 |
11,419 | (4,475 | ) | 6,944 | ||||||||
Beginning balance, as adjusted |
13,623 | (5,313 | ) | (64,138 | ) | |||||||
Other comprehensive income: |
||||||||||||
Unrealized market adjustments on cash flow hedge |
(551 | ) | 207 | (344 | ) | |||||||
Unrealized market adjustments on securities
available for sale |
21,240 | (8,263 | ) | 12,977 | ||||||||
Adjustment for net gains/(losses) included in net income |
1,183 | (460 | ) | 723 | ||||||||
Pension and postretirement plans: |
||||||||||||
Prior service cost arising during period |
(152 | ) | 57 | (95 | ) | |||||||
Net actuarial gain/(loss) arising during period |
(4,164 | ) | 1,880 | (2,284 | ) | |||||||
Amortization of prior service cost, transition asset/obligation,
and net actuarial gain/(loss) included in net periodic benefit cost |
8,119 | (3,059 | ) | 5,060 | ||||||||
December 31, 2007 |
$ | 25,675 | $ | (9,638 | ) | $ | (48,101 | ) | ||||
Other comprehensive income: |
||||||||||||
Unrealized market adjustments on cash flow hedge |
(10 | ) | 4 | (6 | ) | |||||||
Unrealized market adjustments on securities
available for sale |
35,863 | (13,882 | ) | 21,981 | ||||||||
Adjustment for net gains/(losses) included in net income |
(210 | ) | 81 | (129 | ) | |||||||
Pension and postretirement plans: |
||||||||||||
Prior service cost arising during period |
(59 | ) | 22 | (37 | ) | |||||||
Net actuarial gain/(loss) arising during period |
(208,158 | ) | 80,198 | (127,960 | ) | |||||||
Amortization of prior service cost, transition asset/obligation,
and net actuarial gain/(loss) included in net periodic benefit cost |
3,913 | (1,492 | ) | 2,421 | ||||||||
December 31, 2008 |
$ | (168,661 | ) | $ | 64,931 | $ | (151,831 | ) | ||||
Other comprehensive income: |
||||||||||||
Unrealized market adjustments on securities
available for sale |
34,759 | (12,145 | ) | 22,614 | ||||||||
Pension and postretirement plans: |
||||||||||||
Prior service cost arising during period |
17,088 | (6,259 | ) | 10,829 | ||||||||
Net actuarial gain/(loss) arising during period (a) |
6,024 | (2,483 | ) | 3,541 | ||||||||
Amortization of prior service cost, transition asset/obligation,
and net actuarial gain/(loss) included in net periodic benefit cost |
1,007 | (369 | ) | 638 | ||||||||
December 31, 2009 |
$ | 58,878 | $ | (21,256 | ) | $ | (114,209 | ) | ||||
(a) | Includes a positive, after-tax effect of $18.3 million due to a curtailment. See Note 19 - Savings, Pension, and Other Employee Benefits. |
37
Note 16 Income Taxes
The components of income tax expense/(benefit) are as follows:
(Dollars in thousands) | 2009 | 2008 | 2007 | |||||||||
Current: |
||||||||||||
Federal |
$ | (7,593 | ) | $ | 240,273 | $ | 74,281 | |||||
State |
6,548 | 16,752 | 1,104 | |||||||||
Deferred: |
||||||||||||
Federal |
(153,902 | ) | (373,335 | ) | (178,879 | ) | ||||||
State |
(19,998 | ) | (38,095 | ) | (36,415 | ) | ||||||
Total |
$ | (174,945 | ) | $ | (154,405 | ) | $ | (139,909 | ) | |||
Certain previously reported amounts have been reclassified to agree with current presentation. |
The effective tax rates for 2009, 2008, and 2007 were 41.60 percent, 46.95 percent, and 47.64
percent, respectively. Income tax expense differed from the amounts computed by applying the
statutory federal income tax rate to income before income taxes because of the following:
(Dollars in thousands) | 2009 | 2008 | 2007 | |||||||||
Federal income tax rate |
35 | % | 35 | % | 35 | % | ||||||
Tax computed at statutory rate |
$ | (147,187 | ) | $ | (115,095 | ) | $ | (102,786 | ) | |||
Increase/(decrease) resulting from: |
||||||||||||
State income taxes |
(8,743 | ) | (13,864 | ) | (22,535 | ) | ||||||
Tax credits |
(22,312 | ) | (19,064 | ) | (20,332 | ) | ||||||
Goodwill |
3,205 | | 20,058 | |||||||||
Other |
92 | (6,382 | ) | (14,314 | ) | |||||||
Total |
$ | (174,945 | ) | $ | (154,405 | ) | $ | (139,909 | ) | |||
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. In order to
support the recognition of the DTA, FHNs management must believe that the realization of the DTA
is more likely than not.
FHN evaluates the likelihood of realization of the $414 million net DTA based on both positive and
negative evidence available at the time. FHNs three-year cumulative loss position at December 31,
2009, is significant negative evidence in determining whether the realizability of the DTA is more
likely than not. However, FHN believes that the negative evidence of the three-year cumulative loss
is overcome by sufficient positive evidence that the DTA will ultimately be realized. The positive
evidence includes several different factors. First, a significant amount of the cumulative losses
occurred in businesses that FHN has exited or is in the process of exiting. Secondly, FHN
forecasts substantially more taxable income in the carryforward period, exclusive of tax planning
strategies, even under very conservative assumptions. Additionally, FHN has sufficient carryback
positions, reversing DTL, and potential tax planning strategies to fully realize its DTA. FHN believes that
it will realize the net DTA within a significantly shorter period of time than the twenty year
carryforward period allowed under the tax rules. Based on current analysis, FHN believes that its
ability to realize the recognized $414 million net DTA is more likely than not. This assertion
could change should FHN experience greater losses in the near-future than management currently
anticipates.
38
Note 16 Income Taxes (continued)
Temporary differences which gave rise to deferred tax assets and deferred tax liabilities on
December 31, 2009 and 2008, were as follows:
(Dollars in thousands) | 2009 | 2008 | ||||||
Deferred tax assets: |
||||||||
Loss reserves |
$ | 410,972 | $ | 335,171 | ||||
Employee benefits |
95,061 | 115,292 | ||||||
Accrued expenses |
22,060 | 27,054 | ||||||
Other |
53,933 | 16,148 | ||||||
Gross deferred tax assets |
582,026 | 493,665 | ||||||
Valuation allowance |
| | ||||||
Deferred tax assets after valuation allowances |
$ | 582,026 | $ | 493,665 | ||||
Deferred tax liabilities: |
||||||||
Capitalized mortgage servicing rights |
$ | 58,597 | $ | 134,210 | ||||
Asset securitizations |
| 12,976 | ||||||
Depreciation and amortization |
15,892 | 20,817 | ||||||
Federal Home Loan Bank stock |
17,094 | 17,092 | ||||||
Deferred fees and expenses |
| 8,835 | ||||||
Investment in debt securities (ASC 320) |
41,335 | 26,938 | ||||||
Other intangible assets |
19,671 | 21,870 | ||||||
Other |
15,515 | | ||||||
Gross deferred tax liabilities |
168,104 | 242,738 | ||||||
Net deferred tax asset |
$ | 413,922 | $ | 250,927 | ||||
Certain previously reported amounts have been reclassified to agree with current presentation. |
The total balance of unrecognized tax benefits at December 31, 2009, was $30.0 million. The
rollforward of unrecognized tax benefits follows:
(Dollars in thousands) | ||||
Balance at January 1, 2009 |
$ | 31,108 | ||
Increases related to prior year tax positions |
2,086 | |||
Increases related to current year tax positions |
500 | |||
Lapse of statute |
(3,690 | ) | ||
Balance at December 31, 2009 |
$ | 30,004 | ||
39
Note 17 Earnings per Share
The following tables provide a reconciliation of the numerators used in calculating earnings/(loss)
per share attributable to common shareholders:
(In thousands, except per share data) | 2009 | 2008 | 2007 | |||||||||
Loss from continuing operations |
$ | (245,589 | ) | $ | (174,437 | ) | $ | (153,764 | ) | |||
Income/(loss) from discontinued operations, net of tax |
(12,846 | ) | (3,534 | ) | 2,453 | |||||||
Net loss |
$ | (258,435 | ) | $ | (177,971 | ) | $ | (151,311 | ) | |||
Net income attributable to noncontrolling interest |
11,402 | 14,016 | 18,835 | |||||||||
Net loss attributable to controlling interest |
$ | (269,837 | ) | $ | (191,987 | ) | $ | (170,146 | ) | |||
Preferred stock dividends |
59,585 | 7,413 | | |||||||||
Net loss available to common shareholders |
$ | (329,422 | ) | $ | (199,400 | ) | $ | (170,146 | ) | |||
Loss from continuing operations |
$ | (245,589 | ) | $ | (174,437 | ) | $ | (153,764 | ) | |||
Net income attributable to noncontrolling interest |
11,402 | 14,016 | 18,835 | |||||||||
Preferred stock dividends |
59,585 | 7,413 | | |||||||||
Net loss from continuing operations available to common
shareholders |
$ | (316,576 | ) | $ | (195,866 | ) | $ | (172,599 | ) | |||
(In thousands, except per share data) | 2009 | 2008 | 2007 | |||||||||
Weighted average common shares outstanding basic (a) |
234,431 | 206,681 | 151,060 | |||||||||
Effect of dilutive securities (a) |
| | | |||||||||
Weighted average common shares outstanding diluted (a) |
234,431 | 206,681 | 151,060 | |||||||||
(a) | All share data has been restated to reflect stock dividends distributed through October 1, 2010, and expected to be distributed on January 1, 2011. |
Earnings/(loss) per common share: | 2009 | 2008 | 2007 | |||||||||
Loss per share from continuing operations available to common
shareholders |
$ | (1.35 | ) | $ | (0.95 | ) | $ | (1.14 | ) | |||
Income/(loss) per share from discontinued operations, net of tax |
(.06 | ) | (.01 | ) | .01 | |||||||
Net loss per share available to common shareholders |
$ | (1.41 | ) | $ | (0.96 | ) | $ | (1.13 | ) | |||
Diluted earnings/(loss) per common share: |
||||||||||||
Loss per share from continuing operations available to common
shareholders |
$ | (1.35 | ) | $ | (0.95 | ) | $ | (1.14 | ) | |||
Income/(loss) per share from discontinued operations, net of tax |
(.06 | ) | (.01 | ) | .01 | |||||||
Net diluted loss per share available to common shareholders |
$ | (1.41 | ) | $ | (0.96 | ) | $ | (1.13 | ) | |||
Due to the net loss attributable to common shareholders for the twelve months ended December 31,
2009, 2008, and 2007, no potentially dilutive shares were included in the loss per share
calculations as including such shares would have been antidilutive.
Stock options of 15.6 million,
20.0 million, and 21.2 million with weighted average
exercise prices of $27.48, $28.15, and $28.80
per share for the twelve months ended December 31, 2009, 2008, and 2007, respectively, were not
included in the computation of diluted loss per common share because such shares would have had an
antidilutive effect on earnings per common share. Other equity awards
of 2.8 million, .9 million,
and .9 million for the twelve months ended December 31, 2009, 2008, and 2007, respectively, and
14.8 million potentially dilutive shares related to the CPP common stock Warrant were excluded from
the computation of diluted loss per common share because such shares would have had an antidilutive
effect on loss per common share.
40
Note 18 Restrictions, Contingencies, and Other Disclosures
Restrictions on cash and due from banks. Under the Federal Reserve Act and Regulation D,
FHNs commercial banking subsidiary is required to maintain a certain amount of cash reserves. On
December 31, 2009 and December 31, 2008, FHNs required reserves were $200.0 million and $244.3
million, respectively. At the end of 2009 and 2008, this requirement was met with $142.8 million
and $175.0 million in vault cash, respectively, and also with Federal Reserve Bank deposits.
Vault cash is reflected in Cash and due from Banks on the Consolidated Statements of Condition and
Federal Reserve Bank deposits are reflected as Interest Bearing Cash.
Restrictions on dividends. Cash dividends are paid by FHN from its assets, which are mainly
provided by dividends from its subsidiaries. Certain regulatory restrictions exist regarding the
ability of FTBNA to transfer funds to FHN in the form of cash, dividends, loans, or advances. As
of December 31, 2009, FTBNA had undivided profits of $1.4 billion, none of which was available for
distribution to FHN as dividends without prior regulatory approval. At any given time, the
pertinent portions of those regulatory restrictions allow FTBNA to declare preferred or common
dividends without prior regulatory approval in an amount equal to FTBNAs retained net income for
the two most recent completed years plus the current year to date. For any period, FTBNAs
retained net income generally is equal to FTBNAs regulatory net income reduced by the preferred
and common dividends declared by FTBNA. Excess dividends in either of the two most recent
completed years may be offset with available retained net income in the two years immediately
preceding it. Applying the applicable rules, FTBNAs total amount available for dividends was
($469.3) million at December 31, 2009 and ($322.0) million at January 1, 2010.
In addition, in 2008 FHN issued and sold preferred stock and a common stock warrant under the
U.S.Treasurys CPP. Under the terms of that issuance, FHN is not permitted to increase its cash
common dividend rate for a period of three years without permission of the Treasury. At the time
of the preferred shares and common stock warrant issuance, FHN did not pay a common cash dividend.
FTBNA has applied for approval from the OCC to declare and pay dividends on its preferred stock
outstanding payable in April 2010. FTBNA has not requested approval to pay common dividends to its
sole common stockholder, FHN. FHN estimates that it will have sufficient cash available to pay the
5 percent dividend on the CPP preferred issued to the U.S. Treasury as well as its other current
obligations throughout 2010 even if FTBNA were unable to pay a common dividend to FHN during the
year.
Restrictions on intercompany transactions. Under Federal banking law, banking subsidiaries may not
extend credit to the parent company in excess of 10 percent of the banks capital stock and
surplus, as defined, or $491.5 million on December 31, 2009. The parent company had covered
transactions of $3.7 million from FTBNA on December 31, 2009. In addition, the aggregate amount of
covered transactions with all affiliates, as defined, is limited to 20 percent of the banks
capital stock and surplus, or $983.0 million on December 31, 2009. FTBNAs total covered
transactions with all affiliates including the parent company on December 31, 2009 were $483.1
million.
Contingencies. Contingent liabilities arise in the ordinary course of business, including those
related to litigation. Various claims and lawsuits are pending against FHN and its subsidiaries.
In view of the inherent difficulty of predicting the outcome of legal matters, particularly
where the claimants seek very large or indeterminate damages, or where the cases present novel
legal theories or involve a large number of parties, FHN cannot reasonably determine what the
eventual outcome of the pending matters will be, what the timing of the ultimate resolution of
these matters will be, or what the eventual loss or impact related to each pending matter may be.
FHN establishes loss contingency reserves for litigation matters when estimated loss is both
probable and reasonably estimable as prescribed by applicable financial accounting guidance. A
reserve generally is not established when a loss contingency either is not probable or its amount
is not reasonably estimable. If loss for a matter is probable and a range of possible loss
outcomes is the best estimate available, accounting guidance generally requires a reserve to be
established at the low end of the range. Based on current knowledge, and after consultation with
counsel, management is of the opinion that loss contingencies related to pending matters should not
have a material adverse effect on the consolidated financial condition of FHN, but may be material
to FHNs operating results for any particular reporting period depending, in part, on the results
from that period.
On February 16, 2010, an employee of FHNs subsidiary FTN Financial Securities Corp. (FTNFS),
along with a former employee of FTNFS, each received a Wells notice from the Staff of the United
States Securities and Exchange Commission (the SEC) stating that the Staff intends to recommend
that the SEC bring enforcement actions for allegedly aiding and abetting a former FTNFS customer,
Sentinel Management Group, Inc. (Sentinel), in violations of the federal securities laws. The
subject of the Wells notices is a 2006 year-end securities repurchase transaction entered into by
FTNFS with Sentinel. The Staff has indicated that FTNFS and one additional employee of FTNFS may
also receive Wells notices. A Wells notice by the SEC Staff is neither a formal allegation of
wrongdoing nor a determination by the SEC that there has been wrongdoing. A Wells notice generally
provides the recipient with an opportunity to provide his, her, or its perspective to address the
Staffs concerns prior to enforcement action being taken by the SEC. FTNFS is one of several
defendants named
41
Note 18 Restrictions, Contingencies, and Other Disclosures (continued)
in civil lawsuits brought by the trustee in bankruptcy for Sentinel. The bankruptcy trustees
claims against FTNFS, where were first brought in
November 2008, include, among others, commercial bribery, aiding and abetting a breach of fiduciary
duty by former executives of Sentinel, federal and state securities fraud, negligent
misrepresentation, unjust enrichment and fraudulent transfer. FTNFS believes that it has
meritorious defenses to the bankruptcy trustees claims, and FTNFS is defending itself vigorously
in that litigation.
Visa Matters. FHN is a member of the Visa USA network. On October 3, 2007, the Visa organization
of affiliated entities completed a series of global restructuring transactions to combine its
affiliated operating companies, including Visa USA, under a single holding company, Visa Inc.
(Visa). Upon completion of the reorganization, the members of the Visa USA network remained
contingently liable for certain Visa litigation matters. Based on its proportionate membership
share of Visa USA, FHN recognized a contingent liability of $55.7 million within noninterest
expense in fourth quarter 2007 related to this contingent obligation.
In March 2008, Visa completed its initial public offering (IPO). Visa funded an escrow account
from IPO proceeds that will be used to make payments related to the Visa litigation matters. Upon
funding of the escrow, FHN reversed $30.0 million of the contingent liability previously recognized
with a corresponding credit to noninterest expense for its proportionate share of the escrow
account. A portion of FHNs Class B shares of Visa were redeemed as part of the IPO resulting in
$65.9 million of equity securities gains in first quarter 2008.
In October 2008, Visa announced that it had agreed to settle litigation with Discover Financial
Services for $1.9 billion. $1.7 billion of this settlement amount was funded from the escrow
account established as part of Visas IPO. In connection with this settlement, FHN recognized
additional expense of $11.0 million within noninterest expense in third quarter 2008. In December
2008, Visa deposited additional funds into the escrow account and FHN recognized a corresponding
credit to noninterest expense of $11.0 million for its proportionate share of the amount funded.
In July 2009, Visa deposited an additional $700 million into the escrow account. Accordingly, FHN
reduced its contingent liability by $7.0 million through a credit to noninterest expense.
After the partial share redemption in conjunction with the IPO, FHN holds approximately 2.4 million
Class B shares of Visa, which are included in the Consolidated Statements of Condition at their
historical cost of $0. Conversion of these shares into Class A shares of Visa and, with limited
exceptions, transfer of these shares are restricted until the later of the third anniversary of the
IPO or the final resolution of the covered litigation. The final conversion ratio, which
was estimated to approximate 58 percent as of December 31, 2009, will fluctuate based on the
ultimate settlement of the Visa litigation matters for which FHN has a proportionate contingent
obligation. Future funding of the escrow will dilute this exchange rate by an amount that is yet
to be determined.
Other disclosures Company Owned Life Insurance. FHN has purchased life insurance on certain of
its employees and is the beneficiary on these policies. On December 31, 2009, the cash surrender
value of these policies, which is included in Other assets on the Consolidated Statements of
Condition, was $771.5 million. There are restrictions on $65.1 million of the proceeds from these
benefits which relate to certain compensation plans. FHN has not borrowed against the cash
surrender value of these policies.
Other disclosures Indemnification agreements and guarantees. In the ordinary course of
business, FHN enters into indemnification agreements for legal proceedings against its directors
and officers and standard representations and warranties for underwriting agreements, merger and
acquisition agreements, loan sales, contractual commitments, and various other business
transactions or arrangements. The extent of FHNs obligations under these agreements depends upon
the occurrence of future events; therefore, it is not possible to estimate a maximum potential
amount of payouts that could be required with such agreements.
FHN is subject to potential liabilities and losses in relation to loans that it services, and in
relation to loans that it originated and sold. FHN evaluates those potential liabilities and
maintains reserves for potential losses. In addition, FHN has arrangements with the purchaser of
its national home loan origination and servicing platforms that creates obligations and potential
liabilities.
Servicing. FHN services, through a sub-servicer, a predominately first lien mortgage loan
portfolio of $42.2 billion as of December 31, 2009, a significant portion of which is held by FNMA
and private security holders, with less significant portions held by GNMA and FHLMC. In connection
with its servicing activities, FHN collects and remits the principal and interest payments on the
underlying loans for the account of the appropriate investor. In the event of delinquency or
non-payment on a loan in a private or agency securitization: (1) the terms of the private
securities agreements require FHN, as servicer, to continue to make monthly advances of principal
and interest (P&I) to the trustee
42
Note 18 Restrictions, Contingencies, and Other Disclosures (continued)
for the benefit of the investors; and (2) the terms of the majority of the agency agreements
may require the servicer to make advances of P&I, or to repurchase the delinquent or defaulted loan
out of the trust pool. For servicer advances of P&I under the terms of private and FNMA (and GNMA
pools) securitizations, FHN can utilize payments of P&I received from other prepaid loans within a
particular loan pool in order to advance P&I to the trustee. In the event payments are ultimately
made by FHN to satisfy this obligation, P&I advances and servicer advances are recoverable from:
(1) in the case of private securitizations, the liquidation proceeds of the property securing the
loan and (2) in the case of agency loans, from the proceeds of the foreclosure sale by the
Government Agency.
FHN is also subject to losses in its loan servicing portfolio due to loan foreclosures.
Foreclosure exposure arises from certain agency agreements which limit the agencys repayment
guarantees on foreclosed loans, resulting in certain foreclosure costs being borne by servicers.
Foreclosure exposure also includes real estate costs, marketing costs, and costs to maintain
properties, especially during protracted resale periods in geographic areas of the country
negatively impacted by declining home values.
FHN is also subject to losses due to unreimbursed servicing expenditures made in connection with
the administration of current governmental and/or regulatory loss mitigation and loan modification
programs. Additionally, FHN is required to repurchase GNMA loans prior to modification.
Loans Originated and Sold. Prior to 2009, FHN originated loans through its legacy mortgage
business, primarily first lien home loans, with the intention of selling them. Sometimes the loans
were sold with full or limited recourse, but much more often the loans were sold without recourse.
For loans sold with recourse, FHN has indemnity and repurchase exposure if the loans default. For
loans sold without recourse, FHN has repurchase exposure primarily for claims that FHN breached its
representations and warranties made to the purchasers at the time of sale. From 2005 through 2008,
FHN sold approximately $114 billion of such loans.
For loans sold without recourse, FHN has obligations to either repurchase the outstanding principal
balance of a loan or make the purchaser whole for the economic benefits of a loan if it is
determined that the loans sold were in violation of representations or warranties made by FHN at
the time of sale. Such representations and warranties typically include those made regarding loans
that had missing or insufficient file documentation and loans obtained through fraud by borrowers
or other third parties such as appraisers.
FHN utilizes multiple techniques in assessing the adequacy of its repurchase and foreclosure
reserve for loans sold without recourse for which it has continuing obligations under
representations and warranties. FHN tracks actual repurchase or make-whole losses by investor,
loan pool, and vintage (year loan was sold) and this historical data is used to calculate estimated
remaining inherent loss content within its vintages of loan sales. Due to the historical nature of
this calculation, as well as the increasing volume of requests (the pipeline) from investors, FHN
performs additional analysis of repurchase and make whole obligations and applies management
judgment which incorporates known current trends in repurchase and make-whole requests, loss
severity trends, alternative resolutions, and rescission rates (repurchase requests rejected by
FHN) in the determination of the appropriate reserve level.
FHN has sold certain agency mortgage loans with full recourse under agreements to repurchase the
loans upon default. Loans sold with full recourse generally include mortgage loans sold to
investors in the secondary market which are uninsurable under government guaranteed mortgage loan
programs due to issues associated with underwriting activities, documentation, or other concerns.
For mortgage insured single-family residential loans, in the event of borrower nonperformance, FHN
would assume losses to the extent they exceed the value of the collateral and private mortgage
insurance, FHA insurance, or VA guaranty. On December 31, 2009 and 2008, FHN had single-family
residential loans with outstanding balances of $71.9 million and $80.9 million, respectively, that
were sold, servicing retained, on a full recourse basis.
Loans sold with limited recourse include loans sold under government guaranteed mortgage loan
programs including the FHA and VA. FHN continues to absorb losses due to uncollected interest and
foreclosure costs and/or limited risk of credit losses in the event of foreclosure of the mortgage
loan sold. Generally, the amount of recourse liability in the event of foreclosure is determined
based upon the respective government program and/or the sale or disposal of the foreclosed property
collateralizing the mortgage loan. Another instance of limited recourse is the VA/No bid. In this
case, the VA guarantee is limited and FHN may be required to fund any deficiency in excess of the
VA guarantee if the loan goes to foreclosure. On December 31, 2009 and 2008, the outstanding
principal balance of loans sold with limited recourse arrangements where some portion of the
principal is at risk and serviced by FHN was $3.3 billion and $3.5 billion, respectively.
Additionally, on December 31, 2009 and 2008, $1.0 billion and $1.7 billion, respectively, of
mortgage loans were outstanding which were sold under limited recourse arrangements where the risk
is limited to interest and servicing advances.
43
Note 18 Restrictions, Contingencies, and Other Disclosures (continued)
The reserve for foreclosure losses for loans sold with full or limited recourse is based upon
a historical progression model using a rolling 12-month average, which predicts the probability or
frequency of a mortgage loan entering foreclosure. In addition, other factors are considered,
including qualitative and quantitative factors (e.g., current economic conditions, past collection
experience, risk characteristics of the current portfolio and other factors), which are not defined
by historical loss trends or severity of losses.
FHN has evaluated its exposure under all of these obligations and accordingly, has reserved for
losses of $105.7 million, $37.0 million, and $16.2 million as of December 31, 2009, 2008, and 2007,
respectively. Reserves for FHNs estimate of these obligations are reflected in Other liabilities
on the Consolidated Statements of Condition while expense related to this reserve is included
within the repurchase and foreclosure provision on the Consolidated Statements of Income.
Equity-Lending Related Repurchase Obligations. FHN has securitized and sold HELOC and second lien
mortgages which are held by private security holders, and on December 31, 2009, the outstanding
principal balance of these loans was $170.8 million and $39.7 million, respectively. On December
31, 2008, the outstanding principal balance of securitized and sold HELOC and second lien mortgages
was $210.6 million and $54.9 million, respectively. In connection with its servicing activities,
FTBNA does not guarantee the receipt of the scheduled principal and interest payments on the
underlying loans, but does have residual interests of $3.7 million and $8.2 million on
December 31, 2009 and 2008, respectively, which are available to make the security holder whole in
the event of credit losses. FHN has projected expected credit losses in the valuation of the
residual interest.
FHN has also sold HELOC and second lien mortgages without recourse through whole loan sales. In
2009, FHN settled a substantial portion of its repurchase obligations through an agreement with the
primary purchaser of HELOC and second lien loans that were previously transferred through whole
loan sales. This settlement included the transfer of retained servicing rights associated with the
applicable second lien and HELOC loan sales. FHN does not guarantee the receipt of the scheduled
principal and interest payments on the underlying loans but does have an obligation to repurchase
the loans excluded from the above settlement for which there is a breach of representations and
warranties provided to the buyers. The remaining repurchase reserve is minimal reflecting the
settlement discussed above.
Other. A wholly-owned subsidiary of FHN has agreements with several providers of private mortgage
insurance whereby the subsidiary has agreed to accept insurance risk for specified loss corridors
for loans originated in each contract year in exchange for a portion of the private mortgage
insurance premiums paid by borrowers (i.e., reinsurance arrangements). The loss corridors vary for
each primary insurer for each contract year. No new reinsurance arrangements have been initiated
after 2008. In 2009, FHN agreed to settle certain of its reinsurance obligations with primary
insurers, resulting in a decrease in the reserve balance and the associated trust assets. As of
December 31, 2009, FHN has reserved $29.3 million for its estimated liability under the reinsurance
arrangements. In accordance with the terms of the contracts with the primary insurers, as of
December 31, 2009, FHN has placed $44.0 million of prior premium collections in trust for payment
of claims arising under the reinsurance arrangements. Also, as of December 31, 2009, $12.1 million
of these funds were allocated for future delivery to primary insurers for completion of existing
settlement arrangements.
2008 Sale of National Origination and Servicing Platforms. In conjunction with the sale of its
servicing platform in August 2008, FHN entered into a three year subservicing arrangement with the
purchaser for the unsold portion of FHNs servicing portfolio. As part of the subservicing
agreement, FHN has agreed to a make-whole arrangement whereby if the number of loans subserviced by
the purchaser falls below specified levels and the direct servicing cost per loan is greater than a
specified amount (determined using loans serviced on behalf of both FHN and the purchaser), FHN
will make a payment according to a contractually specified formula. The make-whole payment is
subject to a cap, which is $15.0 million if triggered during the eight quarters following the first
anniversary of the divestiture. As part of the 2008 transaction, FHN recognized a contingent
liability of $1.2 million representing the estimated fair value of its performance obligation under
the make-whole arrangement.
44
Note 19 Savings, Pension, and Other Employee Benefits
Savings plan. FHN has a qualified defined contribution plan that covers substantially all
employees. Under this plan, employees can invest their money in any of the available investment
funds and receive a company match of $.50 for each $1.00 invested up to 6 percent of pre-tax
contributions made by the employee, subject to Code limitations. The company match contribution
initially is invested in company stock. The savings plan also allows employees to invest in a
non-leveraged employee stock ownership plan (ESOP). Cash dividends on shares held by the ESOP
are charged to retained earnings and the shares are considered outstanding in computing earnings
per share. The number of allocated shares held by the ESOP totaled
11,579,040 on December 31,
2009.
FHN also provides flexible dollars to assist employees with the cost of annual benefits and/or
allows the employee to contribute to his or her qualified savings plan. These flexible dollars
are pre-tax contributions and are based upon the employees years of service and qualified
compensation.
Contributions made by FHN through the flexible benefits plan and the company matches were $18.3
million for 2009, $27.2 million for 2008, and $30.4 million for 2007.
Effective January 1, 2008, the company added the Employee Non-voluntary Elective Contribution
(ENEC) program to the savings plan that is provided only to employees who are not eligible for
the pension plan. With the ENEC program, FHN will generally make contributions to eligible
employees savings plan accounts based upon company performance. Contribution amounts will be a
percentage of each employees base salary (as defined in the savings plan) earned the prior year.
FHN intends to make a contribution of $1.2 million for this plan in 2010 related to the 2009 plan
year. FHN made a contribution of $.5 million for this plan in 2009 related to the 2008 plan year.
Pension plan. FHN closed participation in the noncontributory, qualified defined benefit pension
plan to employees hired or re-hired on September 1, 2007, or later. This did not impact the
benefits of employees currently participating in the plan. Certain employees of FHNs insurance
subsidiaries are not covered by the pension plan. Pension benefits are based on years of service,
average compensation near retirement, and estimated social security benefits at age 65. FHN
contributions are based upon actuarially determined amounts necessary to fund the total benefit
obligation.
FHN also maintains nonqualified plans including a supplemental retirement plan that covers certain
employees whose benefits under the pension plan have been limited. Additionally, the ENEC program
was added under the FHN savings plan that is provided only to employees who are not eligible for
the pension plan.
In December 2009, FHN management determined that the accrual of benefits under the qualified
pension plan and the supplemental retirement plan would cease as of December 31, 2012. No
increases or decreases will occur after this date. In conjunction with this action, FHN recognized
$2.8 million of curtailment expense in fourth quarter 2009. FHN also recognized a $28.8 million
reduction in the plans projected benefit obligations and a $16.5 million tax affected adjustment
to shareholders equity. FHN will continue to offer retirement benefits to employees by expanding
the profit-sharing program to more employees and increasing the 401k match.
Other employee benefits. FHN provides post-retirement life insurance benefits to certain
employees and also provides post-retirement medical insurance to retirement-eligible employees.
The post-retirement medical plan is contributory with retiree contributions adjusted annually and
is based on criteria that are a combination of the employees age and years of service. For any
employee retiring on or after January 1, 1995, FHN contributes a fixed amount based on years of
service and age at the time of retirement. FHNs post-retirement benefits include prescription
drug benefits. The Medicare Prescription Drug, Improvement, and Modernization Act of 2003 (the
Act) introduced a prescription drug benefit under Medicare Part D as well as a federal subsidy to
sponsors of retiree health care that provide a benefit that is actuarially equivalent to Medicare
Part D. FHN anticipates receiving a prescription drug subsidy under the Act through 2012.
Actuarial assumptions. FHNs process for developing the long-term expected rate of return of
pension plan assets is based on two primary sources of investment portfolio returns: capital
market exposure and active management benefit. Capital market exposure refers to the Plans broad
allocation of its assets to asset classes, such as Large Cap Equity and Fixed Income. Active
management refers to hiring investment managers to select individual securities that are expected
to outperform the market. Active management provides only a small measure of the plans overall
return. FHN also considers expectations for inflation, real interest rates, and various risk
premiums based primarily on the historical risk premium for each asset class. The expected return
is based upon a twenty year time horizon. Given the long term nature of these investments, current
market conditions do not significantly affect the expected return. This resulted in the selection
of
45
Note 19 Savings, Pension, and Other Employee Benefits (continued)
an 8.05 percent assumption for 2010 for the defined benefit pension plan and 5.23 percent
assumption for postretirement medical plan assets dedicated to employees who retired prior to
January 1, 1993.
The discount rates for the three years ended 2009 for pension and other benefits were determined by
using a hypothetical AA yield curve represented by a series of annualized individual discount rates
from one-half to thirty years. The discount rates are selected based upon data specific to FHNs
plan and employee population. The bonds used to create the hypothetical yield curve were subjected
to several requirements to ensure that the resulting rates were representative of the bonds that
would be selected by management to fulfill the companys funding obligations. In addition to the
AA rating, only non-callable bonds were included. Each bond issue was required to have at least
$150 million par outstanding so that each issue was sufficiently marketable. Finally, bonds more
than two standard deviations from the average yield were removed. When selecting the discount
rate, FHN matches the duration of high quality bonds with the duration of the obligations of the
plan as of the measurement date. High quality corporate bonds experienced declining yields in 2009
resulting in a discount rate lower than 2008 and therefore, higher pension plan liabilities. For
all years presented, the measurement date of the benefit obligations and net periodic benefit
costs was December 31.
The actuarial assumptions used in the defined benefit pension plan and the other employee benefit
plans were as follows:
Benefit Obligations | Net Periodic Benefit Cost | |||||||||||||||||||||||
2009 | 2008 | 2007 | 2009 | 2008 | 2007 | |||||||||||||||||||
Discount rate |
||||||||||||||||||||||||
Qualified pension |
6.05 | % | 6.85 | % | 7.00 | % | 6.85 | % | 7.00 | % | 5.97 | % | ||||||||||||
Nonqualified pension |
5.55 | 6.90 | 6.70 | 6.90 | 6.70 | 6.12 | ||||||||||||||||||
Other nonqualified pension |
5.35 | 6.95 | 6.55 | 6.95 | 6.83 | N/A | ||||||||||||||||||
Postretirement benefit |
5.65 | 6.90 | 6.60 | 6.90 | 6.60 | 5.83 | ||||||||||||||||||
Expected long-term rate of return |
||||||||||||||||||||||||
Qualified pension/postretirement benefits |
8.05 | % | 8.42 | % | 8.87 | % | 8.42 | % | 8.87 | % | 8.35 | % | ||||||||||||
Postretirement benefit
(retirees prior to January 1, 1993) |
5.23 | 5.47 | 5.77 | 5.47 | 5.77 | 5.43 | ||||||||||||||||||
Rate of compensation increase |
4.10 | % | 4.10 | % | 4.10 | % | 4.10 | % | 4.10 | % | 4.10 | % | ||||||||||||
The assumed health care cost trend rates used in the defined benefit pension plan and the other
employee benefit plan were as follows:
2009 | 2008 | |||||||||||||||
Assumed health care cost trend rates | Participants | Participants 65 | Participants | Participants 65 | ||||||||||||
on December 31 | under age 65 | years and older | under age 65 | years and older | ||||||||||||
Health care cost trend rate assumed for next year |
7.00 | % | 9.00 | % | 8.50 | % | 10.50 | % | ||||||||
Rate to which the cost trend rate is assumed to decline
(the ultimate trend rate) |
5.00 | 5.00 | 6.00 | 6.00 | ||||||||||||
Year that the rate reaches the ultimate trend rate |
2014 | 2018 | 2013 | 2017 | ||||||||||||
The health care cost trend rate assumption has a significant effect on the amounts reported. A
one-percentage-point change in assumed health care cost trend rates would have the following
effects:
(Dollars in thousands) | 1% Increase | 1% Decrease | ||||||
Adjusted total service and interest cost components |
$ | 1,478 | $ | 1,370 | ||||
Adjusted postretirement benefit obligation at end of plan year |
18,567 | 17,178 | ||||||
46
Note 19 Savings, Pension, and Other Employee Benefits (continued)
The components of net periodic benefit cost for the plan years 2009, 2008, and 2007 were as
follows:
Total Pension Benefits | Other Benefits | |||||||||||||||||||||||
(Dollars in thousands) | 2009 | 2008 | 2007 | 2009 | 2008 | 2007 | ||||||||||||||||||
Components of net periodic benefit cost |
||||||||||||||||||||||||
Service cost |
$ | 14,167 | $ | 15,809 | $ | 19,206 | $ | 971 | $ | 276 | $ | 298 | ||||||||||||
Interest cost |
31,766 | 29,516 | 26,250 | 3,194 | 2,339 | 1,112 | ||||||||||||||||||
Expected return on plan assets |
(46,327 | ) | (46,938 | ) | (42,549 | ) | (1,133 | ) | (1,749 | ) | (1,762 | ) | ||||||||||||
Amortization of unrecognized: |
||||||||||||||||||||||||
Transition (asset)/obligation |
| | | 987 | 988 | 988 | ||||||||||||||||||
Prior service cost/(credit) |
758 | 864 | 880 | 1,437 | (176 | ) | (176 | ) | ||||||||||||||||
Actuarial (gain)/loss |
8,262 | 2,417 | 7,138 | (836 | ) | (368 | ) | (711 | ) | |||||||||||||||
Net periodic benefit cost/(income) |
$ | 8,626 | $ | 1,668 | $ | 10,925 | $ | 4,620 | $ | 1,310 | $ | (251 | ) | |||||||||||
ASC 715 curtailment/settlement expense (a) |
2,867 | 1,269 | 456 | | | | ||||||||||||||||||
Total ASC 715 expense/(income) |
$ | 11,493 | $ | 2,937 | $ | 11,381 | $ | 4,620 | $ | 1,310 | $ | (251 | ) | |||||||||||
(a) | 2009 includes curtailment expense reflecting managements decision to cease benefit accruals as of December 31, 2012. |
In 2008 and 2007, lump sum payments from a non-qualified plan triggered settlement accounting. In
accordance with its practice, FHN performed a remeasurement of the plan in conjunction with the
settlement and recognized the ASC 715 settlement expense reflected above.
47
Note 19 Savings, Pension, and Other Employee Benefits (continued)
The following tables set forth the plans benefit obligations and plan assets for 2009 and 2008:
Total Pension Benefits | Other Benefits | |||||||||||||||
(Dollars in thousands) | 2009 | 2008 | 2009 | 2008 | ||||||||||||
Change in Benefit Obligation |
||||||||||||||||
Benefit obligation, beginning of year |
$ | 472,074 | $ | 429,707 | $ | 35,762 | $ | 24,420 | ||||||||
Benefit obligation, adjustment |
| | 23,133 | | ||||||||||||
Adoption of ASC 715-60 for endorsement split dollar life insurance |
| | | 13,725 | ||||||||||||
Service cost |
14,167 | 15,809 | 971 | 276 | ||||||||||||
Interest cost |
31,766 | 29,516 | 3,194 | 2,339 | ||||||||||||
Plan amendments |
| 59 | (17,088 | ) | | |||||||||||
Actuarial (gain)/loss |
64,032 | 16,063 | (2,082 | ) | (3,929 | ) | ||||||||||
Actual benefits paid |
(19,778 | ) | (18,077 | ) | (2,532 | ) | (1,422 | ) | ||||||||
Liability (gain)/loss due to curtailment |
(28,844 | ) | (1,829 | ) | | | ||||||||||
Expected Medicare Part D reimbursement |
| | 368 | 353 | ||||||||||||
Special termination benefits |
58 | 826 | | | ||||||||||||
Benefit obligation, end of year |
$ | 533,475 | $ | 472,074 | $ | 41,726 | $ | 35,762 | ||||||||
Change in Plan Assets |
||||||||||||||||
Fair value of plan assets, beginning of year |
$ | 378,519 | $ | 503,541 | $ | 14,605 | $ | 21,808 | ||||||||
Actual return on plan assets |
83,272 | (141,105 | ) | 3,240 | (6,487 | ) | ||||||||||
Employer contributions |
54,317 | 35,989 | 610 | 706 | ||||||||||||
Actual benefits paid settlement payments |
(18,387 | ) | (18,448 | ) | (2,532 | ) | (1,422 | ) | ||||||||
Actual benefits paid annuities |
(1,391 | ) | (1,458 | ) | | | ||||||||||
Fair value of plan assets, end of year |
$ | 496,330 | $ | 378,519 | $ | 15,923 | $ | 14,605 | ||||||||
Funded status of the plan |
$ | (37,145 | ) | $ | (93,555 | ) | $ | (25,803 | ) | $ | (21,157 | ) | ||||
Additional Amounts Recognized in the Statements of
Financial Condition |
||||||||||||||||
Other assets |
$ | 14,525 | $ | | $ | | $ | | ||||||||
Other liabilities |
(51,670 | ) | (93,555 | ) | (25,803 | ) | (21,157 | ) | ||||||||
Net asset/(liability) at end of year |
$ | (37,145 | ) | $ | (93,555 | ) | $ | (25,803 | ) | $ | (21,157 | ) | ||||
In 2009, FHN determined that a previously existing retiree life insurance benefit met the
requirements for reporting under ASC 715. A liability for these benefits was not previously
recorded as the premiums were expensed over the insurance period. A $10.7 million adjustment to
recognize the cumulative impact of establishing the employee benefit liability is not included in
the 2009 net periodic benefit cost. The recognition of this liability of $23.1 million is
presented as an adjustment in the reconciliation of the benefit obligation for other benefits in
2009. In third quarter 2009, FHN modified post-retirement benefits payable to active employees
under this plan. As a result of this change, FHN recognized a reduction in its benefit liability
of $17.1 million with an offset, net of tax, to accumulated other comprehensive income. This
change is reflected as a plan amendment in the reconciliation of the benefit obligation for other
benefits in 2009.
Effective January 1, 2008, FHN adopted FASB Codification Topic ASC 715-60 relating to Compensation
Retirement Benefits (ASC 715-60). ASC 715-60 requires that a liability be recognized for
contracts written to employees which provide future postretirement benefits that are covered by
endorsement split-dollar life insurance arrangements because such obligations are not considered to
be effectively settled upon entering into the related insurance arrangements. FHN recognized a
decrease to undivided profits of $8.5 million, net of tax, upon adoption of ASC 715-60.
The accumulated benefit obligation for the pension plan was $509.8 million as of December 31, 2009,
and $432.0 million as of December 31, 2008. At December 31, 2009, both the projected benefit
obligation and the accumulated benefit obligation for the qualified pension plan was less than the
fair market value of plan assets. FHN made a $50.0 million contribution in December 2009 to the
qualified pension plan.
48
Note 19 Savings, Pension, and Other Employee Benefits (continued)
Future decisions will be based upon pension funding requirements under the Pension Protection Act,
the maximum deductible under the Internal Revenue Code, and the actual performance of plan assets
during 2010. At this time, FHN does not expect to make a contribution to the qualified pension
plan during 2010. The non-qualified pension plans and other postretirement benefit plans are
unfunded and contributions to these plans cover all benefits paid under the non-qualified plans.
These amounts were $6.7 million for 2009 and $6.2 million for 2008. FHN anticipates making a $4.9
million contribution in 2010.
Unrecognized transition assets and obligations, unrecognized actuarial gains and losses, and
unrecognized prior service costs and credits are recognized as a component of accumulated other
comprehensive income. Balances reflected in accumulated other comprehensive income on a pre-tax
basis for the years ended December 31, 2009 and 2008 consist of:
Total Pension Benefits | Other Benefits | |||||||||||||||
(Dollars in thousands) | 2009 | 2008 | 2009 | 2008 | ||||||||||||
Amounts Recognized in Accumulated Other
Comprehensive Income |
||||||||||||||||
Net transition (asset)/obligation |
$ | | $ | | $ | 2,714 | $ | 3,703 | ||||||||
Prior service cost/(credit) |
1,484 | 5,051 | 613 | (848 | ) | |||||||||||
Net actuarial (gain)/loss |
296,879 | 306,898 | (11,786 | ) | (859 | ) | ||||||||||
Total |
$ | 298,363 | $ | 311,949 | $ | (8,459 | ) | $ | 1,996 | |||||||
The amounts recognized in other comprehensive income during 2009 and 2008 were as follows:
Total Pension Benefits | Other Benefits | |||||||||||||||
(Dollars in thousands) | 2009 | 2008 | 2009 | 2008 | ||||||||||||
Changes in plan assets and benefit obligation
recognized in other comprehensive income |
||||||||||||||||
Net actuarial (gain)/loss arising during measurement period (a) |
$ | (1,812 | ) | $ | 204,106 | $ | (3,934 | ) | $ | 4,052 | ||||||
Prior service cost arising during measurement period |
| 59 | (17,088 | ) | | |||||||||||
Loss due to settlement |
| (443 | ) | | | |||||||||||
Items amortized during the measurement period: |
||||||||||||||||
Transition (asset)/obligation |
| | (987 | ) | (988 | ) | ||||||||||
Prior service (credit)/cost |
(3,567 | ) | (864 | ) | 18,549 | 176 | ||||||||||
Net actuarial (gain)/loss |
(8,262 | ) | (2,417 | ) | (7,018 | ) | 623 | |||||||||
Total recognized in other comprehensive income |
$ | (13,641 | ) | $ | 200,441 | $ | (10,478 | ) | $ | 3,863 | ||||||
(a) | 2009 includes a positive, after-tax effect of $18.3 million due to a curtailment. |
The estimated net actuarial (gain)/loss, prior service cost/(credit), and transition
(asset)/obligation for the plan that will be amortized from accumulated other comprehensive income
into net periodic benefit cost during the following fiscal year are as follows:
Total Pension Benefits | Other Benefits | |||||||||||||||
(Dollars in thousands) | 2009 | 2008 | 2009 | 2008 | ||||||||||||
Net transition obligation |
$ | | $ | | $ | 987 | $ | 987 | ||||||||
Prior service cost/(credit) |
267 | 758 | (8 | ) | (176 | ) | ||||||||||
Net actuarial (gain)/loss |
15,086 | 7,893 | (862 | ) | | |||||||||||
FHN does not expect any defined benefit pension plans and other employee benefit plans assets to
be returned to FHN in 2010.
49
Note 19 Savings, Pension, and Other Employee Benefits (continued)
The following table provides detail on expected benefit payments, which reflect expected future
service, as appropriate and projected Medicare reimbursements:
Pension | Other | Medicare | ||||||||||
(Dollars in thousands) | Benefits | Benefits | Reimbursements | |||||||||
2010 |
$ | 21,114 | $ | 2,320 | $ | 411 | ||||||
2011 |
22,396 | 2,438 | 458 | |||||||||
2012 |
24,652 | 2,555 | 519 | |||||||||
2013 |
27,101 | 2,663 | | |||||||||
2014 |
28,818 | 2,763 | | |||||||||
2015 - 2019 |
171,256 | 15,039 | | |||||||||
Plan assets. FHNs overall investment goal is to create, over the life of the pension plan and
retiree medical plan, respectively, an adequate pool of sufficiently liquid assets to support the
pension benefit obligations to participants, retirees, and beneficiaries, as well as to partially
support the medical obligations to retirees and beneficiaries. Thus, the pension plan and retiree
medical plan seek to achieve a high level of investment return consistent with a prudent level of
portfolio risk.
The target allocations on a weighted-average basis for the pension plan are 60 percent equity
securities and 40 percent to all other types of investments. Equity securities primarily include
investments in large capital and small capital companies located in the United States, as well as
some international equity. Other types of investments include investments in money market funds,
mutual funds, common and collective funds, and fixed income securities. Fixed income securities
include U.S. Treasuries, corporate bonds of companies from diversified industries, and foreign
bonds. Retiree medical funds are kept in short-term investments, primarily money market funds. On
December 31, 2009, FHN did not have any significant concentrations of risk within the plan assets
related to the pension plan or the retiree medical plan.
The fair value of FHNs pension plan assets at December 31, 2009, by asset category classified
using the Fair Value measurement hierarchy are shown in the table below. See Note 22 Fair Value
of Assets and Liabilities for more details about Fair Value measurements.
December 31, 2009 | ||||||||||||||||
(Dollars in thousands) | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Cash equivalents and money market funds |
$ | 39,879 | $ | | $ | | $ | 39,879 | ||||||||
Equity securities: |
||||||||||||||||
U.S. large capital |
124,588 | | | 124,588 | ||||||||||||
U.S. small capital |
90,102 | | | 90,102 | ||||||||||||
Mutual funds (a) |
1,234 | | | 1,234 | ||||||||||||
Fixed income securities: |
||||||||||||||||
U.S. Treasuries |
| 7,876 | | 7,876 | ||||||||||||
Corporate and foreign bonds |
77,322 | | | 77,322 | ||||||||||||
Common and collective funds (b) |
| 155,329 | | 155,329 | ||||||||||||
Total |
$ | 333,125 | $ | 163,205 | $ | | $ | 496,330 | ||||||||
(a) | Primarily includes investments in small-cap equity securities. | |
(b) | 62 percent of common and collective funds is invested in corporate and foreign bonds with the remainder in international equity securities. |
50
Note 19 Savings, Pension, and Other Employee Benefits (continued)
Any shortfall of investment performance compared to investment objectives should be explainable in
terms of general economic and capital market conditions. The Retirement Investment Committee,
comprised of senior managers within the organization, meets monthly to review asset performance and
the need for rebalancing. At a minimum, rebalancing occurs annually for the purpose of remaining
within the established target asset allocation ranges and to maintain liquidity for benefit
payments. Risk management is also reviewed and evaluated based upon the organizations ability to
assume investment risk.
The fair value of FHNs retiree medical plan assets at December 31, 2009, by asset category are as
follows:
December 31, 2009 | ||||||||||||||||
(Dollars in thousands) | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Cash equivalents and money market funds |
$ | 399 | $ | | $ | | $ | 399 | ||||||||
Equity securities: |
||||||||||||||||
U.S. large capital |
5,693 | | | 5,693 | ||||||||||||
U.S. small capital |
4,024 | | | 4,024 | ||||||||||||
Mutual funds (a) |
4,898 | | | 4,898 | ||||||||||||
Fixed income securities: |
||||||||||||||||
U.S. Treasuries |
| 334 | | 334 | ||||||||||||
Corporate and foreign bonds |
| 575 | | 575 | ||||||||||||
Total |
$ | 15,014 | $ | 909 | $ | | $ | 15,923 | ||||||||
(a) | Primarily includes investments in fixed income corporate and foreign bonds. |
The number
of shares of FHN common stock held by the plan was 780,917 for 2009
and 723,797 for
2008.
51
Note 20 Stock Option, Restricted Stock Incentive, and Dividend Reinvestment Plans
Restricted stock plans
FHN has authorized the issuance of its common stock for awards to executive and other management
employees who have a significant impact on the profitability of FHN. All unvested awards either
have a service and/or a performance condition which the employee must meet in order for the shares
to ultimately vest. On December 31, 2009, there were 3,357,583 shares available for grants, of
this amount, 1,865,867 are available to be granted as restricted shares.
Performance condition grants. Under the long-term incentive and corporate performance programs,
performance shares or units vest only if predetermined performance measures are met. The awards
are forfeited if performance goals are not achieved within the specified performance periods. In
2009, executives were awarded performance stock units subject to certain performance criteria being
met under this program. It was determined that the performance component related to this grant was
met during 2009. Accordingly, 50% of the units will vest in 2012 and 50% will vest in 2013
provided continued employment with FHN. This grant is subject to the US Treasurys Troubled Asset
Relief Program (TARP) restrictions. In 2009, FHN granted restricted stock and long term incentive
cash units, with performance criteria to management employees with vesting over 3 and 4 years. In
2008, executives were awarded performance restricted stock with 50% vesting in 2011 and 50% vesting
in 2012 subject to certain performance criteria being met. As of December 31, 2009, the
performance targets related to the 2008 performance grant have not yet been achieved.
Service condition grants. In 2009, executives and management were awarded restricted shares with
service conditions only. Half of this award is scheduled to vest in 2012 and the remainder is
scheduled to vest in 2013. The restricted shares granted to executives are subject to TARP
restrictions. In 2008, retention awards were granted to certain employees with 50% of the award to
be paid in cash in 2009 and 50% to be paid in shares in 2010, pending completion of specified
service conditions. Further, from time to time awards of restricted stock may be awarded to new
executive-level employees upon hiring. Restricted shares and share units granted in 2009 are
included in the table below.
Director grants. Additionally, one of the plans allows stock awards to be granted to non-employee
directors upon approval by the board of directors. Prior to 2007 the
board granted 8,930 shares of
restricted stock to each new non-employee director upon election to the board, with restrictions
lapsing at a rate of ten percent per year. That program was discontinued in 2007, although legacy
awards remain outstanding. Each non-employee director who no longer has legacy awards, and each
new director, now receives an annual award of restricted stock units (RSUs) valued at $45,000.
For a new director, that amount is pro-rated if the directors start date is not in April. Each RSU
award is scheduled to vest the following year and is paid in common shares (including any shares
earned as a result of stock dividends) plus any accrued cash dividends. Non-employee directors
whose service pre-dates 2007 also participate in the RSU program, but participation is phased in as
the old restricted stock awards vest. Presently, each non-employee director should have one of the
following occur each year: 893 old restricted shares will vest; or, a full grant of new RSUs will
vest; or, a combination of old restricted shares (less than 893) and new RSUs (less than 100%) will
vest. In 2009, five non-employee directors received an RSU award and the remainder had old
restricted shares vest. No shares or RSUs were immediately vested or forfeited due to director
retirements or resignations.
The summary of restricted and performance stock activity during the year ended December 31, 2009,
is presented below:
Weighted | ||||||||
average | ||||||||
Shares/ | grant date | |||||||
Units (b) | fair value (b) | |||||||
Nonvested on January 1, 2009 |
1,673,141 | $ | 22.19 | |||||
Shares/units granted |
2,539,016 | 8.37 | ||||||
Shares/units vested |
(234,753 | ) | 32.13 | |||||
Shares/units canceled |
(100,058 | ) | 29.46 | |||||
Other adjustments (a) |
(29,636 | ) | 10.63 | |||||
Nonvested on December 31, 2009 |
3,847,710 | $ | 12.42 | |||||
(a) | Represents adjustments made to a restricted stock award that is remeasured at the end of each period. | |
(b) | Share and per share data has been restated to reflect stock dividends distributed through October 1, 2010, and expected to be distributed on January 1, 2011. |
52
Note 20 Stock Option, Restricted Stock Incentive, and Dividend Reinvestment Plans (continued)
On December 31, 2009, there was $14.3 million of unrecognized compensation cost related to
nonvested restricted stock plans. That cost is expected to be recognized over a weighted-average
period of 2.34 years. The total grant date fair value of shares vested during 2009, 2008 and 2007,
was $3.2 million, $7.7 million and $2.8 million, respectively.
The compensation cost that has been included in income from continuing operations pertaining to
both stock option and restricted stock plans was $7.5 million, $5.8 million and $10.8 million for
2009, 2008, and 2007, respectively. The corresponding total income tax benefits recognized in the
income statements were $2.7 million, $2.2 million and $4.0 million for 2009, 2008, and 2007,
respectively.
Consistent with Tennessee state law, only new or authorized, but unissued, shares may be utilized
in connection with any issuance of FHN common stock which may be required as a result of share
based compensation awards. FHN historically obtains authorization from the Board of Directors to
repurchase any shares that may be issued at the time a plan is approved or amended. These
authorizations are automatically adjusted for stock splits and stock dividends. Repurchases are
authorized to be made in the open market or through privately negotiated transactions and will be
subject to market conditions, accumulation of excess equity, legal, regulatory, and U.S. Treasury
requirements, and prudent capital management. FHN does not currently expect to repurchase a
material number of shares related to the plans during the next annual period.
Stock option plans. FHN issued non-qualified stock options to employees under various plans, which
provided for the issuance of FHN common stock at a price equal to the higher of the closing price
or its fair market value at the date of grant. All options vest within 3 to 4 years and expire 7
years or 10 years from the date of grant. A deferral program, which was discontinued in 2005,
allowed for foregone compensation plus the exercise price to equal the fair market value of the
stock on the date of grant if the grantee agreed to receive the options in lieu of compensation.
Options that were part of compensation deferral prior to January 2, 2004, expire 20 years from the
date of grant. Stock options granted after January 2, 2004, which are part of the compensation
deferral, expire 10 years from the date of grant. FHN did not grant any stock options during 2009.
The stock option plan includes various antidilutive provisions in the event the value of awards
become diminished from several factors. In 2008, FHN began paying quarterly stock dividends in
lieu of quarterly cash dividends. Stock dividends increase the number of shares outstanding,
thereby decreasing the compensation value of the equity award. Consequently, the shares and option
prices reported in the following tables have been proportionately adjusted to reflect the estimated
economic effect of all dividends distributed in common stock
effective through October 1, 2010 and expected to be distributed
on January 1, 2011. For administrative reasons, outstanding options have not been formally adjusted at this time;
however, in most cases, awards will be adjusted to provide the economic and dilutive effect as an
adjustment if and when affected options are exercised. The Black Scholes Fair Value of the stock
options and compensation expense are not affected.
The summary of stock option plans activity for the year ended December 31, 2009, is shown below:
Weighted | ||||||||||||||||
Average | ||||||||||||||||
Weighted | Remaining | Aggregate | ||||||||||||||
Options | Average | Contractual Term | Intrinsic Value | |||||||||||||
Outstanding | Exercise Price | (years) | (thousands) | |||||||||||||
January 1, 2009 |
17,270,344 | $ | 27.35 | |||||||||||||
Options exercised |
(419 | ) | 7.41 | |||||||||||||
Options forfeited |
(201,832 | ) | 24.92 | |||||||||||||
Options expired |
(2,874,936 | ) | 29.59 | |||||||||||||
December 31, 2009 |
14,193,157 | 26.90 | 4.52 | $ | 564 | |||||||||||
Options exercisable |
11,729,417 | 26.98 | 4.60 | 356 | ||||||||||||
Options expected to vest |
2,362,046 | 26.85 | 4.13 | 192 | ||||||||||||
(a) | Share and per share data has been restated to reflect stock dividends distributed through October 1, 2010, and expected to be distributed on January 1, 2011. |
The total intrinsic value of options exercised during 2009 was immaterial, however, the total
intrinsic value of options exercised during 2008 and 2007, was $.3 million and $18.6 million,
respectively. On December 31, 2009, there was $1.9 million of unrecognized compensation cost
related to nonvested stock options. That cost is expected to be recognized over a weighted-average
period of 1.54 years.
53
Note 20 Stock Option, Restricted Stock Incentive, and Dividend Reinvestment Plans (continued)
The following data summarizes information about stock options granted during 2008 and 2007:
Weighted | ||||||||
Average Fair | ||||||||
Number | Value per Option | |||||||
Granted(a) | at Grant Date(a) | |||||||
2008: |
||||||||
Options granted |
940,993 | $ | 1.44 | |||||
2007: |
||||||||
Options granted |
2,297,887 | $ | 4.39 | |||||
(a) | Share and per share data has been restated to reflect stock dividends distributed through October 1, 2010, and expected to be distributed on January 1, 2011. |
FHN used the Black-Scholes Option Pricing Model to estimate the fair value of stock options granted
in 2008 and 2007, with the following assumptions:
2008 | 2007 | ||||||||
Expected dividend yield |
5.97% | 4.99% | |||||||
Expected weighted-average lives of options granted |
5.07 years | 5.44 years | |||||||
Expected weighted-average volatility |
25.89% | 17.45% | |||||||
Expected volatility range |
24.10% - 42.60% | 16.50% - 23.30% | |||||||
Risk-free interest rates range |
2.80% - 3.32% | 4.54% - 4.85% | |||||||
Expected lives of options granted are determined based on the vesting period, historical exercise
patterns and contractual term of the options. Expected volatility is estimated using average of
daily high and low stock prices. Expected volatility assumptions are determined over the period of
the expected lives of the options.
Dividend reinvestment plan. The Dividend Reinvestment and Stock Purchase Plan authorizes the sale
of FHNs common stock from shares acquired on the open market to shareholders who choose to invest
all or a portion of their cash dividends or make optional cash payments of $25 to $10,000 per
quarter without paying commissions. The price of shares purchased on the open market is the average
price paid.
54
Note 21 Business Segment Information
Periodically, FHN adapts its segments to reflect managerial or strategic changes. FHN may also
modify its methodology of allocating expenses among segments which could change historical segment
results. In first quarter 2010, FHN revised its operating segments to better align with its
strategic direction, representing a focus on its regional banking franchise and capital markets
business. Key changes include the addition of the non-strategic segment which combines the former
mortgage banking and national specialty lending segments, the movement of correspondent banking
from capital markets to regional banking, and the shift of first lien mortgage production in the
Tennessee footprint to the regional banking segment. For comparability, all previously reported
items have been revised to reflect these changes.
FHN has four business segments: regional banking, capital markets, corporate, and non-strategic.
The regional banking segment offers financial products and services, including traditional lending
and deposit taking, to retail and commercial customers in Tennessee and surrounding markets.
Regional banking provides investments, insurance services, financial planning, trust services and
asset management, health savings accounts, cash management, and first lien mortgage originations
within the Tennessee footprint. Additionally, the regional banking segment includes correspondent
banking which provides credit, depository, and other banking related services to other financial
institutions. The capital markets segment consists of fixed income sales, trading, and strategies
for institutional clients in the U.S. and abroad, as well as loan sales, portfolio advisory and
derivative sales. The corporate segment consists of gains on the repurchase of debt, unallocated
corporate expenses, expense on subordinated debt issuances and preferred stock, 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, low income housing investment activities, and various charges related to restructuring,
repositioning, and efficiency. The non-strategic segment consists of the wind-down consumer and
construction lending activities, legacy mortgage banking elements including servicing fees, and the
associated ancillary revenues and expenses related to these businesses. Non-strategic also includes
the wind-down trust preferred loan portfolio and exited businesses along with the associated
restructuring, repositioning, and efficiency charges.
Total revenue, expense, and asset levels reflect those which are specifically identifiable or which
are allocated based on an internal allocation method. Because the allocations are based on
internally developed assignments and allocations, they are to an extent subjective. This assignment
and allocation has been consistently applied for all periods presented. The following table
reflects the amounts of consolidated revenue, expense, tax, and assets for each segment for the
years ended December 31:
(Dollars in thousands) | 2009 | 2008 | 2007 | |||||||||
Consolidated |
||||||||||||
Net interest income |
$ | 776,468 | $ | 895,082 | $ | 940,642 | ||||||
Provision for loan losses |
880,000 | 1,080,000 | 272,765 | |||||||||
Noninterest income |
1,254,843 | 1,468,390 | 815,526 | |||||||||
Noninterest expense |
1,571,845 | 1,612,314 | 1,777,076 | |||||||||
Loss before income taxes |
(420,534 | ) | (328,842 | ) | (293,673 | ) | ||||||
Benefit for income taxes |
(174,945 | ) | (154,405 | ) | (139,909 | ) | ||||||
Loss from continuing operations |
(245,589 | ) | (174,437 | ) | (153,764 | ) | ||||||
Income/(loss) from discontinued operations, net of tax |
(12,846 | ) | (3,534 | ) | 2,453 | |||||||
Net loss |
$ | (258,435 | ) | $ | (177,971 | ) | $ | (151,311 | ) | |||
Average assets |
$ | 28,147,808 | $ | 34,422,678 | $ | 38,175,420 | ||||||
Depreciation and amortization |
81,465 | 97,111 | 130,517 | |||||||||
Expenditures for long-lived assets |
21,180 | 23,666 | 33,539 | |||||||||
55
Note 21 Business Segment Information (continued)
(Dollars in thousands) | 2009 | 2008 | 2007 | |||||||||
Regional Banking |
||||||||||||
Net interest income |
$ | 558,349 | $ | 560,305 | $ | 585,262 | ||||||
Provision for loan losses |
306,185 | 385,647 | 40,654 | |||||||||
Noninterest income |
331,809 | 336,158 | 347,492 | |||||||||
Noninterest expense |
679,074 | 598,501 | 539,895 | |||||||||
Income/(loss) before income taxes |
(95,101 | ) | (87,685 | ) | 352,205 | |||||||
Provision/(benefit) for income taxes |
(36,402 | ) | (33,543 | ) | 132,348 | |||||||
Net income/(loss) |
$ | (58,699 | ) | $ | (54,142 | ) | $ | 219,857 | ||||
Average assets |
$ | 12,240,585 | $ | 13,081,118 | $ | 13,155,336 | ||||||
Depreciation and amortization |
42,541 | 42,382 | 48,507 | |||||||||
Expenditures for long-lived assets |
16,091 | 14,693 | 15,926 | |||||||||
Capital Markets |
||||||||||||
Net interest income/(expense) |
$ | 14,966 | $ | 12,770 | $ | (1,963 | ) | |||||
Noninterest income |
632,871 | 521,300 | 250,903 | |||||||||
Noninterest expense |
386,252 | 342,986 | 226,018 | |||||||||
Income before income taxes |
261,585 | 191,084 | 22,922 | |||||||||
Provision for income taxes |
98,350 | 71,637 | 8,431 | |||||||||
Net income |
$ | 163,235 | $ | 119,447 | $ | 14,491 | ||||||
Average assets |
$ | 2,073,593 | $ | 2,920,185 | $ | 3,659,900 | ||||||
Depreciation and amortization |
10,084 | 10,775 | 12,644 | |||||||||
Expenditures for long-lived assets |
1,289 | 1,988 | 779 | |||||||||
Corporate |
||||||||||||
Net interest income/(expense) |
$ | 26,392 | $ | 1,669 | $ | (27,387 | ) | |||||
Provision for loan losses |
| (1 | ) | (4 | ) | |||||||
Noninterest income |
47,529 | 100,725 | 45,350 | |||||||||
Noninterest expense |
94,112 | 21,470 | 229,057 | |||||||||
Income/(loss) before income taxes |
(20,191 | ) | 80,925 | (211,090 | ) | |||||||
Provision/(benefit) for income taxes |
(23,313 | ) | 862 | (108,223 | ) | |||||||
Net income/(loss) |
$ | 3,122 | $ | 80,063 | $ | (102,867 | ) | |||||
Average assets |
$ | 4,749,167 | $ | 4,149,993 | $ | 4,321,513 | ||||||
Depreciation and amortization |
2,477 | 2,501 | 4,678 | |||||||||
Expenditures for long-lived assets |
2,174 | 5,183 | 4,616 | |||||||||
Non-Strategic |
||||||||||||
Net interest income |
$ | 176,761 | $ | 320,338 | $ | 384,730 | ||||||
Provision for loan losses |
573,815 | 694,354 | 232,115 | |||||||||
Noninterest income |
242,634 | 510,207 | 171,781 | |||||||||
Noninterest expense |
412,407 | 649,357 | 782,106 | |||||||||
Loss before income taxes |
(566,827 | ) | (513,166 | ) | (457,710 | ) | ||||||
Benefit for income taxes |
(213,580 | ) | (193,361 | ) | (172,465 | ) | ||||||
Loss from continuing operations |
(353,247 | ) | (319,805 | ) | (285,245 | ) | ||||||
Income/(loss) from discontinued operations, net of tax |
(12,846 | ) | (3,534 | ) | 2,453 | |||||||
Net loss |
$ | (366,093 | ) | $ | (323,339 | ) | $ | (282,792 | ) | |||
Average assets |
$ | 9,084,463 | $ | 14,271,382 | $ | 17,038,671 | ||||||
Depreciation and amortization |
26,363 | 41,453 | 64,688 | |||||||||
Expenditures for long-lived assets |
1,626 | 1,802 | 12,218 | |||||||||
56
Note 22 Fair Value of Assets & Liabilities
Effective January 1, 2008, FHN elected the fair value option on a prospective basis for almost all
types of mortgage loans originated for sale purposes upon adoption of the Financial Instruments
Topic of the FASB Accounting Standards Codification (ASC 825). FHN determined that the election
reduced certain timing differences and better matched changes in the value of such loans with
changes in the value of derivatives used as economic hedges for these assets. No transition
adjustment was required upon adoption of ASC 825-10-50 as FHN continued to account for mortgage
loans held for sale which were originated prior to 2008 at the lower of cost or market value.
Mortgage loans originated for sale are included in loans held for sale on the Consolidated
Statements of Condition. Other interests retained in relation to residential loan sales and
securitizations are included in trading securities on the Consolidated Statements of Condition.
Additionally, effective January 1, 2008, FHN adopted the FASB Accounting Standards Codification
Topic for Fair Value Measurements and Disclosures (ASC 820) for existing fair value measurement
requirements related to financial assets and liabilities as well as to non-financial assets and
liabilities which are re-measured at least annually. Effective January 1, 2009, FHN adopted the
provisions of ASC 820-10-50 for existing fair value measurement requirements related to
non-financial assets and liabilities which are recognized at fair value on a non-recurring basis.
FHN groups its assets and liabilities measured at fair value in three levels, based on the markets
in which the assets and liabilities are traded and the reliability of the assumptions used to
determine fair value. This hierarchy requires FHN to maximize the use of observable market data,
when available, and to minimize the use of unobservable inputs when determining fair value. Each
fair value measurement is placed into the proper level based on the lowest level of significant
input. These levels are:
| Level 1 Valuation is based upon quoted prices for identical instruments traded in active markets. | ||
| Level 2 Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market. | ||
| Level 3 Valuation is generated from model-based techniques that use significant assumptions not observable in the market. These unobservable assumptions reflect our own estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include use of option pricing models, discounted cash flow models, and similar techniques. |
Derivatives in an asset position are included within Other Assets while derivatives in a liability
position are included within Other Liabilities. Derivative positions constitute the only recurring
Level 3 measurements within Other Assets and Other Liabilities.
57
Note 22 Fair Value of Assets & Liabilities (continued)
The following tables present the balances of assets and liabilities measured at fair value on a
recurring basis as of December 31, 2009 and 2008:
December 31, 2009 | ||||||||||||||||
(Dollars in thousands) | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Trading securities Capital Markets: |
||||||||||||||||
U.S. Treasuries |
$ | | $ | 92,387 | $ | | $ | 92,387 | ||||||||
Government agency issued MBS |
| 175,698 | | 175,698 | ||||||||||||
Government agency issued CMO |
| 35,074 | | 35,074 | ||||||||||||
Other U.S. government agencies |
| 92,842 | | 92,842 | ||||||||||||
States and municipalities |
| 18,961 | | 18,961 | ||||||||||||
Corporate and other debt |
| 217,016 | 34 | 217,050 | ||||||||||||
Equity, mutual funds and other |
| 1,778 | 12 | 1,790 | ||||||||||||
Total trading securities Capital Markets |
| 633,756 | 46 | 633,802 | ||||||||||||
Trading securities Mortgage Banking |
| 10,013 | 56,086 | 66,099 | ||||||||||||
Loans held for sale |
| 23,919 | 206,227 | 230,146 | ||||||||||||
Securities available for sale: |
||||||||||||||||
U.S. Treasuries |
| 48,129 | | 48,129 | ||||||||||||
Government agency issued MBS |
| 1,000,077 | | 1,000,077 | ||||||||||||
Government agency issued CMO |
| 1,189,430 | | 1,189,430 | ||||||||||||
Other U.S. government agencies |
| 20,472 | 97,673 | 118,145 | ||||||||||||
States and municipalities |
| 42,900 | 1,500 | 44,400 | ||||||||||||
Corporate and other debt |
696 | | | 696 | ||||||||||||
Equity, mutual funds and other |
35,361 | 44,016 | 15,743 | 95,120 | ||||||||||||
Total securities available for sale |
36,057 | 2,345,024 | 114,916 | 2,495,997 | ||||||||||||
Mortgage servicing rights |
| | 302,611 | 302,611 | ||||||||||||
Other assets |
25,337 | 248,628 | | 273,965 | ||||||||||||
Total assets |
$ | 61,394 | $ | 3,261,340 | $ | 679,886 | $ | 4,002,620 | ||||||||
Trading liabilities Capital Markets: |
||||||||||||||||
U.S. Treasuries |
$ | | $ | 104,087 | $ | | $ | 104,087 | ||||||||
Government agency issued MBS |
| 1,952 | | 1,952 | ||||||||||||
Government agency issued CMO |
| 8 | | 8 | ||||||||||||
Other U.S. government agencies |
| | | | ||||||||||||
Corporate and other debt |
| 187,340 | | 187,340 | ||||||||||||
Total trading liabilities Capital Markets |
| 293,387 | | 293,387 | ||||||||||||
Other short-term borrowings and commercial paper |
| | 39,662 | 39,662 | ||||||||||||
Other liabilities |
4,929 | 174,493 | | 179,422 | ||||||||||||
Total liabilities |
$ | 4,929 | $ | 467,880 | $ | 39,662 | $ | 512,471 | ||||||||
December 31, 2008 | ||||||||||||||||
(Dollars in thousands) | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Trading securities |
$ | 1,113 | $ | 791,111 | $ | 153,542 | $ | 945,766 | ||||||||
Loans held for sale |
| 257,622 | 11,330 | 268,952 | ||||||||||||
Securities available for sale |
41,268 | 2,777,192 | 137,147 | 2,955,607 | ||||||||||||
Mortgage servicing rights |
| | 376,844 | 376,844 | ||||||||||||
Other assets |
27,012 | 575,839 | 245 | 603,096 | ||||||||||||
Total assets |
$ | 69,393 | $ | 4,401,764 | $ | 679,108 | $ | 5,150,265 | ||||||||
Trading liabilities |
$ | 126 | $ | 359,376 | $ | | $ | 359,502 | ||||||||
Other short-term borrowings and commercial paper |
| | 27,957 | 27,957 | ||||||||||||
Other liabilities |
557 | 261,866 | 12 | 262,435 | ||||||||||||
Total liabilities |
$ | 683 | $ | 621,242 | $ | 27,969 | $ | 649,894 | ||||||||
58
Note 22 Fair Value of Assets & Liabilities (continued)
Changes in Recurring Level 3 Fair Value Measurements
In first quarter 2009, FHN changed the fair value methodology for certain loans held for sale. The
methodology change had a minimal effect on the valuation of the applicable loans. Consistent with
this change, the applicable amounts are presented as a transfer into Level 3 loans held for sale in
the following rollforward for the twelve month period ended December 31, 2009. See Determination
of Fair Value for a detailed discussion of the changes in valuation methodology.
In third quarter 2009, FHN reviewed the allocation of fair value between MSR and excess interest
from prior first lien loan sales and securitizations. As a result, $11.1 million was reclassified
from trading securities to MSR within level 3 assets measured at fair value on a recurring basis.
In third quarter 2008, FHN revised its methodology for valuing hedges of MSR and excess interest
that were retained from prior securitizations. Consistent with this change, the applicable amounts
are presented as a transfer out of net derivative assets and liabilities in the following
rollforward for the twelve month period ended December 31, 2008. See Determination of Fair Value
for a detailed discussion of the changes in valuation methodology.
The changes in Level 3 assets and liabilities measured at fair value on a recurring basis are
summarized as follows:
Twelve Months Ended December 31, 2009 | ||||||||||||||||||||||||||||
Securities available for sale | Mortgage | Net derivative | Other short-term | |||||||||||||||||||||||||
Trading | Loans held | Investment | Venture | servicing | assets and | borrowings and | ||||||||||||||||||||||
(Dollars in thousands) | securities (a) | for sale | portfolio | Capital | rights, net | liabilities | commercial paper | |||||||||||||||||||||
Balance on December 31, 2008 |
$ | 153,542 | $ | 11,330 | $ | 111,840 | $ | 25,307 | $ | 376,844 | $ | 233 | $ | 27,957 | ||||||||||||||
Total net gains/(losses) included in: |
||||||||||||||||||||||||||||
Net income |
55,342 | (10,384 | ) | | (2,252 | ) | 67,817 | | 11,705 | |||||||||||||||||||
Other comprehensive income |
| | 3,812 | | | | | |||||||||||||||||||||
Purchases, sales, issuances, and
settlements, net |
(141,675 | ) | (36,265 | ) | (16,479 | ) | (7,312 | ) | (153,127 | ) | (233 | ) | | |||||||||||||||
Net transfers into/(out of) Level 3 |
(11,077 | ) | 241,546 | | | 11,077 | | | ||||||||||||||||||||
Balance on December 31, 2009 |
$ | 56,132 | $ | 206,227 | $ | 99,173 | $ | 15,743 | $ | 302,611 | $ | | $ | 39,662 | ||||||||||||||
Net unrealized gains/(losses)
included in net income |
$ | 14,408 | (b) | $ | (10,384 | ) (c) | $ | | $ | (2,252 | ) (d) | $ | 69,412 | (e) | $ | | $ | 11,705 | (c) | |||||||||
Twelve Months Ended December 31, 2008 | ||||||||||||||||||||||||||||
Securities | Mortgage | Net derivative | Other short-term | |||||||||||||||||||||||||
Trading | Loans held | available | servicing | assets and | borrowings and | |||||||||||||||||||||||
(Dollars in thousands) | securities | for sale | for sale | rights, net | liabilities | commercial paper | ||||||||||||||||||||||
Balance on December 31, 2007 |
$ | 476,404 | $ | | $ | 159,301 | $ | 1,159,820 | $ | 81,517 | $ | | ||||||||||||||||
Total net gains/(losses) included in: |
||||||||||||||||||||||||||||
Net income |
(109,232 | ) | (2,551 | ) | 303 | (429,854 | ) | 146,737 | (34,978 | ) | ||||||||||||||||||
Other comprehensive income |
| | (3,641 | ) | | | | |||||||||||||||||||||
Purchases, sales, issuances, and settlements, net |
(235,569 | ) | (2,711 | ) | (18,816 | ) | (353,122 | ) | (119,926 | ) | 62,935 | |||||||||||||||||
Net transfers into/(out of) Level 3 |
21,939 | 16,592 | | | (108,095 | ) | | |||||||||||||||||||||
Balance on December 31, 2008 |
$ | 153,542 | $ | 11,330 | $ | 137,147 | $ | 376,844 | $ | 233 | $ | 27,957 | ||||||||||||||||
Net unrealized gains/(losses) included in net income |
$ | (172,366 | ) (f) | $ | (10,742 | ) (c) | $ | 303 | (d) | $ | (328,112 | ) (g) | $ | 72 | (c) | $ | (19,974 | ) (c) | ||||||||||
Certain previously reported amounts have been reclassified to agree with current presentation.
(a) | Primarily represents Mortgage Banking trading securities. Capital Markets Level 3 trading securities are not significant. | |
(b) | Includes $(2.2) million included in Capital Markets noninterest income, $20.5 million included in Mortgage Banking noninterest income, and $(3.9) million included in other income and commissions. | |
(c) | Included in Mortgage Banking noninterest income. | |
(d) | Represents recognized gains and losses attributable to venture capital investments classified within securities available for sale that are included in Securities gains/(losses) in noninterest income. | |
(e) | Includes $71.6 million included in Mortgage Banking noninterest income and $(2.2) million included in other income and commissions. | |
(f) | Includes $(23.8) million included in Capital Markets noninterest income, $(138.5) million included in Mortgage Banking noninterest income, and $(10.1) million included in other income and commissions. | |
(g) | Includes $(312.9) million included in Mortgage Banking noninterest income and $(15.2) million included in other income and commissions. |
59
Note 22 Fair Value of Assets & Liabilities (continued)
Nonrecurring Fair Value Measurements
From time to time, FHN may be required to measure certain other financial assets at fair value on a
nonrecurring basis in accordance with GAAP. These adjustments to fair value usually result from the
application of LOCOM accounting or write-downs of individual assets. For assets measured at fair
value on a nonrecurring basis that were still held on the balance sheet at December 31, 2009 and
2008, respectively, the following tables provide the level of valuation assumptions used to
determine each adjustment, the related carrying value, and the fair value adjustments recorded
during the respective periods.
Twelve Months Ended | ||||||||||||||||||||
Carrying value at December 31, 2009 | December 31, 2009 | |||||||||||||||||||
(Dollars in thousands) | Level 1 | Level 2 | Level 3 | Total | Total losses/(gains) | |||||||||||||||
Loans held for sale |
$ | | $ | 15,753 | $ | 21,829 | $ | 37,582 | $ | (1,716 | ) | |||||||||
Securities available for sale |
| | | | 516 | (c) | ||||||||||||||
Loans, net of unearned income (a) |
| | 402,007 | 402,007 | 287,866 | |||||||||||||||
Real estate acquired by
foreclosure (b) |
| | 125,190 | 125,190 | 34,924 | |||||||||||||||
Other assets (d) |
| | 108,247 | 108,247 | 8,970 | |||||||||||||||
$ | 330,560 | |||||||||||||||||||
Twelve Months Ended | ||||||||||||||||||||
Carrying value at December 31, 2008 | December 31, 2008 | |||||||||||||||||||
(Dollars in thousands) | Level 1 | Level 2 | Level 3 | Total | Total losses | |||||||||||||||
Loans held for sale |
$ | | $ | 78,739 | $ | 38,153 | $ | 116,892 | $ | 27,503 | ||||||||||
Securities available for sale |
| 1,117 | | 1,117 | 1,897 | (c) | ||||||||||||||
Loans, net of unearned income (a) |
| | 414,902 | 414,902 | 198,485 | |||||||||||||||
Other assets (d) |
| | 113,832 | 113,832 | 9,229 | |||||||||||||||
$ | 237,114 | |||||||||||||||||||
(a) | Represents carrying value of loans for which adjustments are based on the appraised value of the collateral. Writedowns on these loans are recognized as part of provision. | |
(b) | Represents the fair value and related losses of foreclosed properties that were measured subsequent to their initial classification as foreclosed assets. | |
(c) | Represents recognition of other than temporary impairment for cost method investments classified within securities available for sale. | |
(d) | Represents low income housing investments. |
In 2009, FHN recognized goodwill impairment of $14.3 million related to the disposition of FTN ECM.
In accordance with accounting requirements, FHN allocated a portion of the goodwill from the
applicable reporting unit to the asset group held for disposal in determining the carrying value of
the disposal group. In determining the amount of impairment, FHN compared the carrying value of
the disposal group to the estimated value of the contracted sale price, which primarily included
observable inputs in the form of financial asset values but which also included certain
non-observable inputs related to the estimated values of post-transaction contingencies. Thus,
this measurement was considered a Level 3 valuation. Impairment of goodwill was recognized for the
excess of the carrying amount over the fair value of the disposal group.
In first quarter 2008, FHN recognized a lower of cost or market reduction in value of $36.2 million
on its warehouse of trust preferred loans, which was classified within level 3 for loans held for
sale at March 31, 2008. The determination of estimated market value for the warehouse was based on
a hypothetical securitization transaction for the warehouse as a whole. FHN used observable data
related to prior securitization transactions as well as changes in credit spreads in the
collateralized debt obligation (CDO) market since the most recent transaction. FHN also
incorporated significant internally developed assumptions within its valuation of the warehouse,
including estimated prepayments and estimated defaults. In accordance with ASC 820, FHN excluded transaction
costs related to the hypothetical securitization in determining fair value.
In first quarter 2008, FHN recognized a lower of cost or market reduction in value of $17.0 million
relating to mortgage warehouse loans. Approximately $10.5 million was attributable to increased
delinquencies or aging of loans. The market values for these loans were estimated using historical
sales prices for these type loans, adjusted for incremental price concessions that a third party
investor is assumed to require due to tightening credit markets and deteriorating housing prices.
These assumptions were based on published information about actual and projected deteriorations in
the housing market as well as changes in credit spreads. The remaining reduction in value of $6.5
million was attributable to lower investor prices, due primarily to credit spread widening. This
reduction was calculated by comparing the total fair value
60
Note 22 Fair Value of Assets & Liabilities (continued)
of loans (using the same methodology
that is used for fair value option loans) to carrying value for the aggregate population of loans
that were not delinquent or aged.
In second quarter 2008, FHN designated its trust preferred warehouse as held to maturity.
Accordingly, these loans were excluded from loans held for sale in the nonrecurring measurements
table as of December 31, 2008. In conjunction with the transfer of these loans to held
to maturity status, FHN performed a lower of cost or market analysis on the date of transfer. This
analysis was based on the pricing of market transactions involving securities similar to those held
in the trust preferred warehouse with consideration given, as applicable, to any differences in
characteristics of the market transactions, including issuer credit quality, call features and term.
As a result of the lower of cost or market analysis, FHN determined that its existing valuation of
the trust preferred warehouse was appropriate.
FHN recognized a lower of cost or market reduction in value of $8.3 million relating to mortgage
warehouse loans during second quarter
of 2008. Approximately $7.1 million was attributable to increased repurchases and delinquencies or
aging of warehouse loans; the remaining
reduction in value was attributable to lower investor prices, due primarily to credit spread
widening. The market values for these loans were estimated using historical sales prices for these
types of loans, adjusted for incremental price concessions that a third party investor was assumed
to require due to tightening credit markets and deteriorating housing prices. These assumptions
were based on published information about actual and projected deteriorations in the housing market
as well as changes in credit spreads.
FHN recognized a lower of cost or market reduction in value of $1.3 million relating to mortgage
warehouse loans during third quarter of 2008. This was primarily attributable to increased
repurchases and delinquencies of warehouse loans with some reduction in value attributable to lower
investor prices, due primarily to credit spread widening. The market values for these loans were
estimated using historical sales prices for similar type loans, adjusted for incremental price
concessions that a third party investor is assumed to require due to tightening credit markets and
deteriorating housing prices. These assumptions were based on published information about actual
and projected deteriorations in the housing market as well as changes in credit spreads.
FHN recognized a lower of cost or market reduction in value of $.2 million relating to mortgage
warehouse loans during fourth quarter of 2008. This was primarily attributable to increased
repurchases and delinquencies of warehouse loans with some reduction in value attributable to lower
investor prices, due primarily to credit spread widening. The market values for these loans were
estimated using historical sales prices for similar type loans, adjusted for incremental price
concessions that a third party investor is assumed to require due to tightening credit markets and
deteriorating housing prices. These assumptions were based on published information about actual
and projected deteriorations in the housing market as well as changes in credit spreads.
Fair Value Option
FHN elected the fair value option on a prospective basis for almost all types of mortgage loans
originated for sale purposes under the Financial Instruments Topic (ASC 825). FHN determined that
the election reduced certain timing differences and better matched changes in the value of such
loans with changes in the value of derivatives used as economic hedges for these assets.
In 2009 and 2008, FHN transferred certain servicing assets in transactions that did not qualify for
sale treatment due to certain recourse provisions. The associated proceeds are recognized within
Other Short Term Borrowings and Commercial Paper in the Consolidated Statements of Condition as of
December 31, 2009 and 2008. Since the servicing assets are recognized at fair value and changes
in the fair value of the related financing liabilities will exactly mirror the change in fair value
of the associated servicing assets, management elected to account for the financing liabilities at
fair value. Since the servicing assets have already been delivered to the buyer, the fair value of
the financing liabilities associated with the transaction does not reflect any instrument-specific
credit risk.
61
Note 22 Fair Value of Assets & Liabilities (continued)
The following table reflects the differences between the fair value carrying amount of mortgage
loans held for sale measured at fair value in accordance with managements election and the
aggregate unpaid principal amount FHN is contractually entitled to receive at maturity.
December 31, 2009 | ||||||||||||
Fair value carrying | ||||||||||||
Fair value | Aggregate | amount less aggregate | ||||||||||
(Dollars in thousands) | carrying amount | unpaid principal | unpaid principal | |||||||||
Loans held for sale reported at fair value: |
||||||||||||
Total loans |
$ | 230,146 | $ | 277,400 | $ | (47,254 | ) | |||||
Nonaccrual loans |
15,988 | 34,469 | (18,481 | ) | ||||||||
Loans 90 days or more past due and still accruing |
8,026 | 16,765 | (8,739 | ) | ||||||||
December 31, 2008 | ||||||||||||
Fair value carrying | ||||||||||||
Fair value | Aggregate | amount less aggregate | ||||||||||
(Dollars in thousands) | carrying amount | unpaid principal | unpaid principal | |||||||||
Loans held for sale reported at fair value: |
||||||||||||
Total loans |
$ | 268,952 | $ | 305,303 | $ | (36,351 | ) | |||||
Nonaccrual loans |
2,098 | 4,785 | (2,687 | ) | ||||||||
Loans 90 days or more past due and still accruing |
2,176 | 4,898 | (2,722 | ) | ||||||||
Assets and liabilities accounted for under the fair value election are initially measured at fair
value with subsequent changes in fair value recognized in earnings. Such changes in the fair value
of assets and liabilities for which FHN elected the fair value option are included in current
period earnings with classification in the income statement line item reflected in the following
table:
Twelve Months Ended | ||||||||
December 31 | ||||||||
(Dollars in thousands) | 2009 | 2008 | ||||||
Changes in fair value included in net income: |
||||||||
Mortgage banking noninterest income |
||||||||
Loans held for sale |
$ | (8,236 | ) | $ | (21,870 | ) | ||
Other short-term borrowings and commercial paper |
11,705 | (19,974 | ) | |||||
Estimated changes in fair value due to credit risk (loans held for sale) |
(13,680 | ) | (21,865 | ) | ||||
For the twelve month period ended December 31, 2009 and 2008, the amounts for loans held for sale
includes approximately $13.7 million and $21.9 million, respectively, of losses included in
earnings that are attributable to changes in instrument-specific credit risk. The portion of the
fair value adjustments related to credit risk was determined based on both a quality adjustment for
delinquencies and the full credit spread on the non-conforming loans.
Interest income on mortgage loans held for sale measured at fair value is calculated based on the
note rate of the loan and is recorded in the interest income section of the Consolidated Statements
of Income as interest on loans held for sale.
Determination of Fair Value
In accordance with ASC 820-10-35, fair values are based on the price that would be received to sell
an asset or paid to transfer a liability in an orderly transaction between market participants at
the measurement date. The following describes the assumptions and methodologies
used to estimate the fair value of financial instruments and MSR recorded at fair value in the
Consolidated Statements of Condition and for estimating the fair value of financial instruments for
which fair value is disclosed under ASC 825-10-50.
62
Note 22 Fair Value of Assets & Liabilities (continued)
Short-term financial assets. Federal funds sold, securities purchased under agreements to resell,
and interest bearing deposits with other financial institutions are carried at historical cost.
The carrying amount is a reasonable estimate of fair value because of the relatively short time
between the origination of the instrument and its expected realization.
Trading securities and trading liabilities. Trading securities and trading liabilities are
recognized at fair value through current earnings. Trading inventory held for broker-dealer
operations is included in trading securities and trading liabilities. Broker-dealer long positions
are valued at bid price in the bid-ask spread. Short positions are valued at the ask price.
Inventory positions are valued using observable inputs including current market transactions, LIBOR
and U.S. treasury curves, credit spreads, and consensus prepayment speeds. Trading loans are
valued using observable inputs including current market transactions, swap rates, mortgage rates,
and consensus prepayment speeds.
Trading securities also include retained interests in prior securitizations that qualify as
financial assets, which may include certificated residual interests, excess interest (structured as
interest-only strips), interest-only strips, principal-only strips, or subordinated bonds. Residual
interests represent rights to receive earnings to the extent of excess income generated by the
underlying loans. Excess interest represents rights to receive interest from serviced assets that
exceed contractually specified rates. Principal-only strips are principal cash flow tranches, and
interest-only strips are interest cash flow tranches. Subordinated bonds are bonds with junior
priority. All financial assets retained from a securitization are recognized on the Consolidated
Statements of Condition in trading securities at fair value with realized and unrealized gains and
losses included in current earnings as a component of noninterest income on the Consolidated
Statements of Income.
The fair values of the certificated residual interests and the excess interest are determined using
market prices from closely comparable assets such as MSR that are tested against prices determined
using a valuation model that calculates the present value of estimated future
cash flows. The fair value of these retained interests typically changes based on changes in the
discount rate and differences between modeled prepayment speeds and credit losses and actual
experience. In some instances, FHN retains interests in the loans it securitized by
retaining certificated principal only strips or subordinated bonds. Subsequent to the August 2009
reduction of mortgage banking operations, FHN uses observable inputs such as trades of similar
instruments, yield curves, credit spreads and consensus prepayment speeds to determine the fair
value of principal-only strips. Previously, FHN used the market prices from comparable assets such
as publicly traded FNMA trust principal-only strips that were adjusted to reflect the relative risk
difference between readily marketable securities and privately issued securities in valuing the
principal only strips. The fair value of subordinated bonds is determined using the best available
market information, which may include trades of comparable securities, independently provided
spreads to other marketable securities, and published market research. Where no market information
is available, the company utilizes an internal valuation model. As of December 31, 2009 and 2008,
no market information was available, and the subordinated bonds were valued using an internal
model, which includes assumptions about timing, frequency and severity of loss, prepayment speeds
of the underlying collateral, and the yield that a market participant would require.
Securities available for sale. Securities available for sale includes the investment portfolio
accounted for as available-for-sale under ASC 320-10-25, federal bank stock holdings, short-term
investments in mutual funds, and venture capital investments. Valuations of available-for-sale
securities are performed using observable inputs obtained from market transactions in similar
securities. Typical inputs include LIBOR and U.S. treasury curves, consensus prepayment estimates,
and credit spreads. When available, broker quotes are used to support these valuations.
Stock held in the Federal Reserve Bank and Federal Home Loan Banks are recognized at historical
cost in the Consolidated Statements of Condition which is considered to approximate fair value.
Short-term investments in mutual funds are measured at the funds reported closing net asset
values. Venture capital investments are
typically measured using significant internally generated inputs including adjustments to
referenced transaction values and discounted cash flows analysis.
Loans held for sale. In conjunction with the adoption of the provisions of the FASB codification
update to ASC 820-10 in first quarter 2009, FHN revised its methodology for determining the fair
value of certain loans within its mortgage warehouse. FHN now determines the fair value of the
applicable loans using a discounted cash flow model using observable inputs, including current
mortgage rates for similar products, with adjustments for differences in loan characteristics
reflected in the models discount rates. For all other loans held in the warehouse (and in prior
periods for the loans converted to the discounted cash flow methodology), the fair value of loans
whose principal market is the securitization market is based on recent security trade prices for
similar products with a similar delivery date, with necessary pricing adjustments to convert the
security price to a loan price. Loans whose principal market is the whole loan market are priced
based on
63
Note 22 Fair Value of Assets & Liabilities (continued)
recent observable whole loan trade prices or published third party bid prices for similar
product, with necessary pricing adjustments to reflect differences in loan characteristics.
Typical adjustments to security prices for whole loan prices include adding the value of MSR to the
security price or to the whole loan price if the price is servicing retained, adjusting for
interest in excess of (or less than) the required coupon or note rate, adjustments to reflect
differences in the characteristics of the loans being valued as compared to the collateral of the
security or the loan characteristics in the benchmark whole loan trade, adding interest carry, reflecting the
recourse obligation that will remain after sale, and adjusting for changes in market liquidity or
interest rates if the benchmark security or loan price is not current. Additionally, loans that
are delinquent or otherwise significantly aged are discounted to reflect the less marketable nature
of these loans.
The fair value of non-mortgage loans held for sale is approximated by their carrying values based
on current transaction values.
Loans, net of unearned income. Loans, net of unearned income are recognized at the amount of funds
advanced, less charge offs and an estimation of credit risk represented by the allowance for loan
losses. The fair value estimates for disclosure purposes differentiate loans based on their
financial characteristics, such as product classification, loan category, pricing features, and
remaining maturity.
The fair value of floating rate loans is estimated through comparison to recent market activity in
loans of similar product types, with adjustments made for differences in loan characteristics. In
situations where market pricing inputs are not available, fair value is considered to approximate
book value due to the monthly repricing for commercial and consumer loans, with the exception of
floating rate 1-4 family residential mortgage loans which reprice annually and will lag movements
in market rates. The fair value for floating rate 1-4 family mortgage loans is calculated by
discounting future cash flows to their present value. Future cash flows are discounted to their
present value by using the current rates at which similar loans would be made to borrowers with
similar credit ratings and for the same time period.
Prepayment assumptions based on historical prepayment speeds and industry speeds for similar loans
have been applied to the floating rate 1-4 family residential mortgage portfolio.
The fair value of fixed rate loans is estimated through comparison to recent market activity in
loans of similar product types, with adjustments made for differences in loan characteristics. In
situations where market pricing inputs are not available, fair value is estimated by discounting
future cash flows to their present value. Future cash flows are discounted to their present value
by using the current rates at which similar loans would be made to borrowers with similar credit
ratings and for the same time period. Prepayment assumptions based on historical prepayment speeds
and industry speeds for similar loans have been applied to the fixed rate mortgage and installment
loan portfolios.
Individually impaired loans are measured using either a discounted cash flow methodology or the
estimated fair value of the underlying collateral less costs to sell, if the loan is considered
collateral-dependent. In accordance with accounting standards, the discounted cash flow analysis
utilizes the loans effective interest rate for discounting expected cash flow amounts. Thus, this
analysis is not considered a fair value measurement in accordance with ASC 820. However, the
results of this methodology are considered to approximate fair value for the applicable loans.
Expected cash flows are derived from internally-developed inputs primarily reflecting expected
default rates on contractual cash flows.
For loans measured using the estimated fair value of collateral less costs to sell, fair value is
estimated using appraisals of the collateral. Collateral values are monitored and additional
write-downs are recognized if it is determined that the estimated collateral values have declined
further. Estimated costs to sell are based on current amounts of disposal costs for similar
assets. Carrying value is considered to reflect fair value for these loans.
Mortgage servicing rights. FHN recognizes all classes of MSR at fair value. Since sales of MSR
tend to occur in private transactions and the precise terms and conditions of the sales are
typically not readily available, there is a limited market to refer to in determining the fair
value of MSR. As such, FHN primarily relies on a discounted cash flow model to estimate the fair
value of its MSR. This model calculates estimated fair value of the MSR using predominant risk
characteristics of MSR such as interest rates, type of product (fixed vs. variable), age (new,
seasoned, or moderate), agency type and other factors. FHN uses assumptions in the model that it
believes are comparable to those used by brokers and other service providers. FHN also periodically
compares its estimates of fair value and assumptions with brokers, service providers, recent market
activity, and against its own experience.
64
Note 22 Fair Value of Assets & Liabilities (continued)
Derivative assets and liabilities. The fair value for forwards and futures contracts used to hedge
the value of servicing assets and the mortgage warehouse are based on current transactions
involving identical securities. These contracts are exchange-traded and thus have no credit risk
factor assigned as the risk of non-performance is limited to the clearinghouse used.
Valuations of other derivatives (primarily interest rate related swaps, swaptions, caps and
collars) are based on inputs observed in active markets for similar instruments. Typical inputs
include the LIBOR curve, option volatility, and option skew. Credit risk is mitigated for these
instruments through the use of mutual margining and master netting agreements as well as collateral
posting requirements. Any remaining credit risk related to interest rate derivatives is considered
in determining fair value through evaluation of additional factors such as customer loan grades
and debt ratings.
In third quarter 2008, FHN revised its methodology for valuing hedges of MSR and excess interest
that were retained from prior securitizations. FHN now determines the fair value of the interest
rate derivatives used to hedge MSR and excess interests using inputs observed in active markets for
similar instruments with typical inputs including the LIBOR curve, option volatility, and option
skew. Previously, fair values of these derivatives were obtained through proprietary pricing models
which were compared to market value quotes received from third party broker-dealers in the
derivative markets.
Real estate acquired by foreclosure. Real estate acquired by foreclosure primarily consists of
properties that have been acquired in satisfaction of debt. These properties are carried at the
lower of the outstanding loan amount or estimated fair value less estimated costs to sell the real
estate. Estimated fair value is determined using appraised values with subsequent adjustments for
deterioration in values that are not reflected in the most recent appraisal. Real estate acquired
by foreclosure also includes properties acquired in compliance with HUD servicing guidelines which
are carried at the estimated amount of the underlying government assurance or guarantee.
Nonearning assets. For disclosure purposes, nonearning assets include cash and due from banks,
accrued interest receivable, and capital markets receivables. Due to the short-term nature of
cash and due from banks, accrued interest receivable and capital markets receivables, the fair
value is approximated by the book value.
Other assets. For disclosure purposes, other assets consist of investments in low income housing
partnerships and deferred compensation assets that are considered financial assets. Investments in
low income housing partnerships are written down to estimated fair value
quarterly based on the estimated value of the associated tax credits. Deferred compensation assets
are recognized at fair value, which is based on quoted prices in active markets.
Defined maturity deposits. The fair value is estimated by discounting future cash flows to their
present value. Future cash flows are discounted by using the current market rates of similar
instruments applicable to the remaining maturity. For disclosure purposes, defined maturity
deposits include all certificates of deposit and other time deposits.
Undefined maturity deposits. In accordance with ASC 825, the fair value is approximated by the
book value. For the purpose of this disclosure, undefined maturity deposits include demand
deposits, checking interest accounts, savings accounts, and money market accounts.
Short-term financial liabilities. The fair value of federal funds purchased, securities sold under
agreements to repurchase, commercial paper and other short-term borrowings is approximated by the
book value. The carrying amount is a reasonable estimate of fair value because of the relatively
short time between the origination of the instrument and its expected realization. Commercial
paper and short-term borrowings includes a liability associated with transfers of mortgage
servicing rights that did not qualify for sale accounting. This liability is accounted for at
elected fair value, which is measured consistent with the related MSR, as described above.
Long-term debt. The fair value is based on quoted market prices or dealer quotes for the identical
liability when traded as an asset. When pricing information for the identical liability is not
available, relevant prices for similar debt instruments are used with adjustments being made to the
prices obtained for differences in characteristics of the debt instruments. If no relevant pricing
information is available, the fair value is approximated by the present value of the contractual
cash flows discounted by the investors yield which considers FHNs and FTBNAs debt ratings.
Other noninterest-bearing liabilities. For disclosure purposes, other noninterest-bearing
liabilities include accrued interest payable and capital markets payables. Due to the short-term
nature of these liabilities, the book value is considered to approximate fair value.
65
Note 22 Fair Value of Assets & Liabilities (continued)
Loan Commitments. Fair values are based on fees charged to enter into similar agreements taking
into account the remaining terms of the agreements and the counterparties credit standing.
Other Commitments. Fair values are based on fees charged to enter into similar agreements.
The following fair value estimates are determined as of a specific point in time utilizing various
assumptions and estimates. The use of assumptions and various valuation techniques, as well as the
absence of secondary markets for certain financial instruments, will likely reduce the
comparability of fair value disclosures between financial institutions. Due to market illiquidity,
the fair values for loans, net of unearned income, loans held for sale, and long-term debt as of
December 31, 2009, and 2008, involved the use of significant internally-developed pricing
assumptions for certain components of these line items. These assumptions are considered to reflect
inputs that market participants would use in transactions involving these instruments as of the
measurement date. We have not included assets and liabilities that are not financial instruments
(including MSR) in the following table such as the value of long-term relationships with deposit
and trust customers, premises and equipment, goodwill and other intangibles, deferred taxes, and
certain other assets and other liabilities. Accordingly, the total of the fair value amounts does
not represent, and should not be construed to represent, the underlying value of the company.
The following table summarizes the book value and estimated fair value of financial instruments
recorded in the Consolidated Statements of Condition as well as off-balance sheet commitments as of
December 31, 2009 and 2008.
December 31, 2009 | December 31, 2008 | |||||||||||||||
Book | Fair | Book | Fair | |||||||||||||
(Dollars in thousands) | Value | Value | Value | Value | ||||||||||||
Assets: |
||||||||||||||||
Loans, net of unearned income and
allowance for loan losses |
$ | 17,226,970 | $ | 16,070,150 | $ | 20,428,980 | $ | 18,787,501 | ||||||||
Short-term financial assets |
992,183 | 992,183 | 980,150 | 980,150 | ||||||||||||
Trading securities |
699,900 | 699,900 | 945,766 | 945,766 | ||||||||||||
Loans held for sale |
452,501 | 452,501 | 566,654 | 566,654 | ||||||||||||
Securities available for sale |
2,694,468 | 2,694,468 | 3,125,153 | 3,125,153 | ||||||||||||
Derivative assets |
248,628 | 248,628 | 576,131 | 576,131 | ||||||||||||
Other assets |
133,583 | 133,583 | 140,797 | 140,797 | ||||||||||||
Nonearning assets |
892,927 | 892,927 | 1,839,227 | 1,839,227 | ||||||||||||
Liabilities: |
||||||||||||||||
Deposits: |
||||||||||||||||
Defined maturity |
$ | 2,455,936 | $ | 2,522,334 | $ | 3,676,880 | $ | 3,761,102 | ||||||||
Undefined maturity |
12,411,279 | 12,411,279 | 10,564,934 | 10,564,934 | ||||||||||||
Total deposits |
14,867,215 | 14,933,613 | 14,241,814 | 14,326,036 | ||||||||||||
Trading liabilities |
293,387 | 293,387 | 359,502 | 359,502 | ||||||||||||
Short-term financial liabilities |
3,636,111 | 3,636,111 | 6,030,768 | 6,030,768 | ||||||||||||
Long-term debt |
2,891,133 | 2,385,949 | 4,767,660 | 3,842,696 | ||||||||||||
Derivative liabilities |
179,422 | 179,422 | 262,434 | 262,434 | ||||||||||||
Other noninterest-bearing liabilities |
338,161 | 338,161 | 1,191,758 | 1,191,758 | ||||||||||||
Contractual | Fair | Contractual | Fair | |||||||||||||
Amount | Value | Amount | Value | |||||||||||||
Off-Balance Sheet Commitments: |
||||||||||||||||
Loan commitments |
$ | 8,370,960 | $ | 1,172 | $ | 9,600,616 | $ | 2,654 | ||||||||
Standby and other commitments |
540,858 | 5,612 | 631,716 | 6,166 | ||||||||||||
Certain previously reported amounts have been reclassified to agree with current presentation.
66
Note 23 Loan Sales and Securitizations
Historically, FHN utilized loan sales and securitizations as a significant source of liquidity for
its mortgage banking operations. With FHNs current focus on origination of mortgages within its
regional banking footprint and the sale of national mortgage origination offices, loan sale and
securitization activity has significantly decreased. Generally, FHN no longer retains financial
interests in loans it transfers to third parties. For classification purposes, all loans
transferred to GSE (e.g., FNMA, FHLMC, and GNMA), including those subsequently securitized by an
agency, are considered loan sales while transfers attributed to securitizations consist solely of
proprietary securitizations executed by FHN.
During 2009, 2008, and 2007, FHN transferred $1.3 billion, $19.5 billion, and $20.1 billion,
respectively, of single-family residential mortgage loans in sales that were not securitizations.
In 2008, these transactions primarily reflected sales to GSE. In 2009, 2008, and 2007, FHN
recognized net pre-tax gains of $15.8 million, $236.7 million, and $111.9 million, respectively,
from the sale of single-family residential mortgage loans which include gains recognized on the
capitalization of MSR associated with these loans.
During 2007, FHN transferred $1.1 billion of home equity loans and HELOC in sales that were not
securitizations. These transactions were executed with other financial institutions. In 2007, FHN
recognized net pre-tax gains of $20.3 million from these transactions, which include gains
recognized on the capitalization of MSR associated with these loans.
During 2009, 2008, and 2007, FHN transferred $12.6 million, $19.9 million, and $33.8 million,
respectively, of HELOC related to proprietary securitization transactions. During 2009, 2008, and
2007, FHN recognized net pre-tax gains of $.3 million, $.4 million, and $.9 million, respectively,
related to HELOC securitizations which include gains recognized on the capitalization of MSR
associated with these loans.
During 2007, FHN securitized $5.2 billion of single-family residential mortgage loans in
proprietary securitization transactions and the resulting securities were sold as senior and
subordinate certificates. In 2007, FHN recognized net pre-tax gains of $11.7 million from the sale
of securitized single-family residential mortgage loans that includes gains recognized on the
capitalization of MSR associated with these loans.
Retained Interests
Interests retained from loan sales, including GSE securitizations, typically include MSR and excess
interest. Interests retained from proprietary securitizations include MSR and various financial
assets (see discussion below). MSR are initially valued at fair value and the remaining retained
interests were initially valued by allocating the remaining cost basis of the loan between the
security or loan sold and the remaining retained interests based on their relative fair values at
the time of sale or securitization.
In certain cases, FHN continues to service and receive servicing fees related to the transferred
loans. Generally, FHN received annual servicing fees approximating .28 percent in 2009, .27
percent in 2008, and .28 percent in 2007, of the outstanding balance of underlying single-family
residential mortgage loans. FHN received annual servicing fees approximating .50 percent in 2009,
2008, and 2007, of the outstanding balance of underlying loans for HELOC and home equity loans
transferred. MSR related to loans transferred and serviced by FHN, as well as MSR related to loans
serviced by FHN and transferred by others, are discussed further in Note 6 Mortgage Servicing
Rights. During 2009, there were no significant additions to MSR.
Other financial assets retained in a proprietary or GSE securitization may include certificated
residual interests, excess interest (structured as interest-only strips), interest-only strips,
principal-only strips, or subordinated bonds. Residual interests represent rights to receive
earnings to the extent of excess income generated by the underlying loans. Excess interest
represents rights to receive interest from serviced assets that exceed contractually specified
rates. Principal-only strips are principal cash flow tranches and interest-only strips are interest
cash flow tranches. Subordinated bonds are bonds with junior priority. All financial assets
retained from a securitization are recognized on the Consolidated Statements of Condition in
trading securities at fair value with realized and unrealized gains and losses included in current
earnings as a component of noninterest income on the Consolidated Statements of Income.
As of December 31, 2009 and 2008, $7.9 million and $57.0 million, respectively, of excess interest
IO are associated with proprietary securitization transactions while the remainder is associated
with loan sales. In fourth quarter 2009, FHN sold $49.0 million of excess IO. All other retained
interests relate to securitization activity.
67
Note 23 Loan Sales and Securitizations (continued)
The sensitivity of the fair value of all retained or purchased MSR to immediate 10 percent and 20
percent adverse changes in assumptions on December 31, 2009 and 2008, are as follows:
On December 31, 2009 | On December 31, 2008 | |||||||||||||||||||||||
(Dollars in thousands | First | Second | First | Second | ||||||||||||||||||||
except for annual cost to service) | Liens | Liens | HELOC | Liens | Liens | HELOC | ||||||||||||||||||
Fair value of retained interests |
$ | 296,115 | $ | 1,174 | $ | 5,322 | $ | 354,397 | $ | 13,557 | $ | 8,890 | ||||||||||||
Weighted average life (in years) |
4.4 | 2.2 | 2.4 | 2.6 | 2.1 | 2.4 | ||||||||||||||||||
Annual prepayment rate |
18.7 | % | 34.5 | % | 30.6 | % | 32.8 | % | 36.5 | % | 34.0 | % | ||||||||||||
Impact on fair value of 10% adverse change |
$ | (15,326 | ) | $ | (40 | ) | $ | (163 | ) | $ | (26,106 | ) | $ | (1,336 | ) | $ | (729 | ) | ||||||
Impact on fair value of 20% adverse change |
(29,346 | ) | (81 | ) | (326 | ) | (49,444 | ) | (2,540 | ) | (1,392 | ) | ||||||||||||
Annual discount rate on servicing cash flows |
11.7 | % | 16.0 | % | 18.0 | % | 11.1 | % | 14.0 | % | 18.0 | % | ||||||||||||
Impact on fair value of 10% adverse change |
$ | (8,678 | ) | $ | (19 | ) | $ | (96 | ) | $ | (7,780 | ) | $ | (335 | ) | $ | (264 | ) | ||||||
Impact on fair value of 20% adverse change |
(16,800 | ) | (38 | ) | (192 | ) | (15,164 | ) | (653 | ) | (512 | ) | ||||||||||||
Annual cost to service (per loan) |
$ | 119 | $ | 50 | $ | 50 | $ | 54 | $ | 50 | $ | 50 | ||||||||||||
Impact on fair value of 10% adverse change |
(7,223 | ) | (59 | ) | (266 | ) | (4,284 | ) | (331 | ) | (277 | ) | ||||||||||||
Impact on fair value of 20% adverse change |
(14,410 | ) | (117 | ) | (532 | ) | (8,569 | ) | (663 | ) | (554 | ) | ||||||||||||
Annual earnings on escrow |
2.5 | % | 3.5 | % | 3.5 | % | 1.6 | % | 0.4 | % | 0.4 | % | ||||||||||||
Impact on fair value of 10% adverse change |
$ | (4,488 | ) | $ | (1 | ) | $ | (28 | ) | $ | (6,318 | ) | $ | (58 | ) | $ | (28 | ) | ||||||
Impact on fair value of 20% adverse change |
(8,982 | ) | (3 | ) | (56 | ) | (12,635 | ) | (117 | ) | (55 | ) | ||||||||||||
The sensitivity of the fair value of other retained interests to immediate 10 percent and 20
percent adverse changes in assumptions on December 31, 2009 and 2008, are as follows:
Excess | Interest | Interest | ||||||||||||||||||||||
(Dollars in thousands | Interest | Certificated | Subordinated | Certificates | Certificates | |||||||||||||||||||
except for annual cost to service) | IO | PO | IO | Bonds | 2nd Liens | HELOC | ||||||||||||||||||
December 31, 2009 |
||||||||||||||||||||||||
Fair value of retained interests |
$ | 51,035 | $ | 10,013 | $ | 265 | $ | 1,130 | $ | 2,291 | $ | 1,269 | ||||||||||||
Weighted average life (in years) |
4.8 | 5.3 | 7.8 | 3.1 | 2.7 | 2.4 | ||||||||||||||||||
Annual prepayment rate |
15.6 | % | 22.6 | % | 10.3 | % | 7.5 | % | 26.3 | % | 28.0 | % | ||||||||||||
Impact on fair value of 10% adverse change |
$ | (2,398 | ) | $ | (394 | ) | $ | (8 | ) | $ | (23 | ) | $ | (32 | ) | $ | (182 | ) | ||||||
Impact on fair value of 20% adverse change |
(4,650 | ) | (782 | ) | (21 | ) | (46 | ) | (59 | ) | (301 | ) | ||||||||||||
Annual discount rate on residual cash flows (a) |
10.3 | % | 23.8 | % | 34.6 | % | 225.6 | % | 34.9 | % | 32.9 | % | ||||||||||||
Impact on fair value of 10% adverse change |
$ | (2,199 | ) | $ | (515 | ) | $ | (17 | ) | $ | (77 | ) | $ | (109 | ) | $ | (207 | ) | ||||||
Impact on fair value of 20% adverse change |
(4,204 | ) | (1,050 | ) | (33 | ) | (147 | ) | (206 | ) | (373 | ) | ||||||||||||
December 31, 2008 |
||||||||||||||||||||||||
Fair value of retained interests |
$ | 102,657 | $ | 13,887 | $ | 406 | $ | 4,637 | $ | 3,504 | $ | 4,717 | ||||||||||||
Weighted average life (in years) |
2.6 | 4.8 | 8.3 | 2.0 | 2.6 | 2.3 | ||||||||||||||||||
Annual prepayment rate |
32.1 | % | 49.4 | % | 12.7 | % | 7.1 | % | 29.6 | % | 27.0 | % | ||||||||||||
Impact on fair value of 10% adverse change |
$ | (11,019 | ) | $ | (498 | ) | $ | (12 | ) | $ | (211 | ) | $ | (37 | ) | $ | (397 | ) | ||||||
Impact on fair value of 20% adverse change |
(20,934 | ) | (1,127 | ) | (22 | ) | (258 | ) | (70 | ) | (751 | ) | ||||||||||||
Annual discount rate on residual cash flows |
12.2 | % | 30.6 | % | 19.3 | % | 26.3 | % | 34.9 | % | 33.0 | % | ||||||||||||
Impact on fair value of 10% adverse change |
$ | (3,543 | ) | $ | (370 | ) | $ | (21 | ) | $ | (163 | ) | $ | (137 | ) | $ | (443 | ) | ||||||
Impact on fair value of 20% adverse change |
(6,897 | ) | (781 | ) | (40 | ) | (291 | ) | (259 | ) | (826 | ) | ||||||||||||
(a) For subordinated bonds, rate used is the actual bond yield.
68
Note 23 Loan Sales and Securitizations (continued)
These sensitivities are hypothetical and should not be considered predictive of future performance.
As the figures indicate, changes in fair value based on a 10 percent variation in assumptions
cannot necessarily be extrapolated because the relationship between the change in assumption and
the change in fair value may not be linear. Also, in this table, the effect on the fair value of
the retained interest caused by a particular assumption variation is calculated independently from
all other assumption changes. In reality, changes in one factor may result in changes in another, which
might magnify or counteract the sensitivities. Furthermore, the estimated fair values as disclosed should
not be considered indicative of future earnings on these assets.
FHN uses assumptions and estimates in determining the fair value allocated to retained interests at
the time of initial securitization. Generally, FHN no longer retains interests related to loan
sales or securitizations. During 2009, additions to MSR were immaterial. The key economic
assumptions used to measure the fair value of MSR at the date of securitization or loan sale were
as follows during 2008:
First | Second | ||||||||||||
Liens | Liens | HELOC | |||||||||||
2008 |
|||||||||||||
Weighted average life (in years) |
2.4-7.0 | 2.7 - 3.1 | 1.7 - 1.8 | ||||||||||
Annual prepayment rate |
11.7%-34.7% | 26.0% - 30.0% | 43.0% - 44.0% | ||||||||||
Annual discount rate |
9.4%-11.7% | 14.0% | 18.0% | ||||||||||
Annual cost to service (per loan) |
$52 - $69 | $50 | $50 | ||||||||||
Annual earnings on escrow |
1.6%-3.8% | 3.8% - 5.3% | 5.3% | ||||||||||
There were no securitizations in which FHN retained an interest during 2009. The key economic
assumptions used to measure the fair value of other retained interests at the date of
securitization were as follows during 2008:
Excess | Certificated | Subordinated | ||||||||||
Interest IO | PO | Bond | ||||||||||
2008 |
||||||||||||
Weighted average life (in years) |
4.7-6.1 | N/A | N/A | |||||||||
Annual prepayment rate |
10.2%-19.7% | N/A | N/A | |||||||||
Annual discount rate |
11.8% | N/A | N/A | |||||||||
For the years ended December 31, 2009, 2008, and 2007, cash flows received and paid related to loan
sales were as follows:
(Dollars in thousands) | 2009 | 2008 | 2007 | |||||||||
Proceeds from initial sales |
$ | 1,307,635 | $ | 19,523,904 | $ | 21,282,957 | ||||||
Servicing fees retained* |
67,940 | 161,336 | 244,901 | |||||||||
Purchases of GNMA guaranteed mortgages |
18,225 | 103,436 | 160,928 | |||||||||
Purchases of delinquent or foreclosed assets |
49,352 | 6,110 | 6,865 | |||||||||
Other cash flows received on retained interests |
26,805 | 25,569 | 62,142 | |||||||||
Certain previously reported amounts have been reclassified to agree with current presentation.
* | Includes servicing fees on MSR associated with loan sales and purchased MSR. |
For the years ended December 31, 2009, 2008, and 2007, cash flows received and paid related to
securitizations were as follows:
(Dollars in thousands) | 2009 | 2008 | 2007 | |||||||||
Proceeds from initial securitizations |
$ | 12,903 | $ | 19,925 | $ | 5,230,889 | ||||||
Servicing fees retained |
64,859 | 87,786 | 86,740 | |||||||||
Purchases of delinquent or foreclosed assets |
| 3,042 | 7,083 | |||||||||
Other cash flows received on retained interests |
37,189 | 21,737 | 33,557 | |||||||||
Certain previously reported amounts have been reclassified to agree with current presentation.
69
Note 23 Loan Sales and Securitizations (continued)
As of December 31, 2009, the principal amount of loans transferred through loan sales and
securitizations and other loans managed with them, the principal amount of delinquent loans, and
the net credit losses during 2009 are as follows:
Total Principal | Principal Amount | Net Credit | ||||||||||
(Dollars in thousands) | Amount of Loans | of Delinquent Loans (a) | Losses (b) (c) | |||||||||
For the year ended | ||||||||||||
On December 31, 2009 | December 31, 2009 | |||||||||||
Type of loan: |
||||||||||||
Real estate residential |
$ | 31,893,006 | $ | 960,307 | $ | 504,225 | ||||||
Total loans managed or transferred (d) |
$ | 31,893,006 | $ | 960,307 | $ | 504,225 | ||||||
Loans sold (e) |
(23,543,925 | ) | ||||||||||
Loans held for sale (e) |
(331,979 | ) | ||||||||||
Loans held in portfolio |
$ | 8,017,102 | ||||||||||
Certain previously reported amounts have been reclassified to agree with current presentation.
(a) | Loans 90 days or more past due include $40.0 million of GNMA guaranteed. mortgages. $641.2 million of delinquent loans have been securitized while $62.0 million relate to loans HFS or previously sold. | |
(b) | Principal amount of loans securitized and sold includes $18.6 billion of loans securitized through GNMA, FNMA or FHLMC. FHN retains interests other than servicing rights on a portion of these securitized loans. No delinquency or net credit loss data is included for the loans securitized through FNMA or FHMLC because these agencies retain credit risk. The remainder of loans securitized and sold were securitized through proprietary trusts, where FHN retained interests other than servicing rights. | |
(c) | $137.5 million associated with securitizations and $95.9 million associated with loans HFS or previously sold. | |
(d) | Transferred loans are real estate residential loans in which FHN has a retained interest other than servicing rights. | |
(e) | $4.0 billion associated with securitizations and $19.9 billion associated with loans HFS or previously sold. |
As of December 31, 2008, the principal amount of loans transferred through loan sales and
securitizations and other loans managed with them, the principal amount of delinquent loans, and
the net credit losses during 2008 are as follows:
Total Principal | Principal Amount | Net Credit | ||||||||||
(Dollars in thousands) | Amount of Loans | of Delinquent Loans (a) | Losses (b) (c) | |||||||||
For the year ended | ||||||||||||
On December 31, 2008 | December 31, 2008 | |||||||||||
Type of loan: |
||||||||||||
Real estate residential |
$ | 52,422,426 | $ | 583,066 | $ | 220,744 | ||||||
Total loans managed or transferred (d) |
$ | 52,422,426 | $ | 583,066 | $ | 220,744 | ||||||
Loans sold (e) |
(43,138,126 | ) | ||||||||||
Loans held for sale (e) |
(408,148 | ) | ||||||||||
Loans held in portfolio |
$ | 8,876,152 | ||||||||||
Certain previously reported amounts have been reclassified to agree with current presentation.
(a) | Loans 90 days or more past due include $42.3 million of GNMA guaranteed. mortgages. $385.4 million of delinquent loans have been securitized while $44.7 million relate to loans HFS or previously sold. | |
(b) | Principal amount of loans securitized and sold includes $37.2 billion of loans securitized through GNMA, FNMA or FHLMC. FHN retains interests other than servicing rights on a portion of these securitized loans. No delinquency or net credit loss data is included for the loans securitized through FNMA or FHMLC because these agencies retain credit risk. The remainder of loans securitized and sold were securitized through proprietary trusts, where FHN retained interests other than servicing rights. | |
(c) | $26.9 million associated with securitizations and $70.7 million associated with loans HFS or previously sold. | |
(d) | Transferred loans are real estate residential loans in which FHN has a retained interest other than servicing rights. | |
(e) | $4.9 billion associated with securitizations and $38.7 billion associated with loans HFS or previously sold. |
70
Note 23 Loan Sales and Securitizations (continued)
Secured Borrowings. In 2007, FTBNA executed several securitizations of retail real estate
residential loans for the purpose of engaging in secondary market financing. Since the related
trusts did not qualify as QSPE and since the cash flows on the loans are pledged to the holders of
the trusts securities, FTBNA recognized the proceeds as secured borrowings in accordance with the
ASCs Transfers and Servicing Topic (ASC 860-10-50). On December 31, 2009, FTBNA had $654.6
million of loans net of unearned income and $650.4 million of other collateralized borrowings in
its Consolidated Statements of Condition related to these transactions. On December 31, 2008,
FTBNA recognized $714.7 million of loans net of unearned income and $696.5 million of other
collateralized borrowings in its Consolidated Statements of Condition related to these
transactions. See Note 24 Variable Interest Entities for additional information.
In third quarter 2007, FTBNA executed a securitization of certain small issuer trust preferreds for
which the underlying trust did not qualify as a QSPE under ASCs Transfers and Servicing Topic (ASC
860-10-50). Therefore, FTNBA has accounted for the funds received through the securitization as a
secured borrowing. On December 31, 2009, FTBNA had $112.5 million of loans net of unearned income,
$1.7 million of trading securities, and $50.1 million of other collateralized borrowings in its
Consolidated Statements of Condition related to this transaction. On December 31, 2008, FTBNA had
$112.5 million of loans net of unearned income, $1.7 million of trading securities, and $48.9
million of other collateralized borrowings in its Consolidated Statements of Condition related to
this transaction. See Note 24 Variable Interest Entities for additional information.
71
Note 24 Variable Interest Entities
Under the provisions of ASCs Consolidation Topic (ASC 860-10-25), FHN is deemed to be the primary
beneficiary and required to consolidate a variable interest entity (VIE) if it has a variable
interest that will absorb the majority of the VIEs expected losses, receive the majority of
expected residual returns, or both. A VIE exists when equity investors do not have the
characteristics of a controlling financial interest or do not have sufficient equity at risk for
the entity to finance its activities by itself. A variable interest is a contractual, ownership or
other interest that changes with changes in the fair value of the VIEs net assets or the VIEs
cash flows. Expected losses and expected residual returns are measures of variability in the
expected cash flow of a VIE.
Consolidated Variable Interest Entities. In 2007 and 2006, FTBNA established several Delaware
statutory trusts (Trusts), for the purpose of engaging in secondary market financing. Except for
recourse due to breaches of standard representations and warranties made by FTBNA in connection
with the sale of the retail real estate residential loans by FTBNA to the Trusts, the creditors of
the Trusts hold no recourse to the assets of FTBNA. Additionally, FTBNA has no contractual
requirements to provide financial support to the Trusts. Since the Trusts did not qualify as QSPE,
FTBNA treated the proceeds as secured borrowings in accordance with ASC 860. FTBNA determined that
the Trusts were VIEs because the holders of the equity investment at risk did not have adequate
decision making ability over the trusts activities. Thus, FTBNA assessed whether it was the
primary beneficiary of the associated trusts. Since there was an overcollateralization of the
Trusts, any excess of cash flows received on the transferred loans above the amounts passed through
to the security holders would revert to FTBNA. Accordingly, FTBNA determined that it was the
primary beneficiary of the Trusts because it absorbed a majority of the expected losses of the
Trusts.
FTBNA holds variable interests in trusts which have issued mandatorily redeemable preferred capital
securities (trust preferreds) for smaller banking and insurance enterprises. FTBNA has no voting
rights for the trusts activities. The trusts only assets are junior subordinated debentures of
the issuing enterprises. The creditors of the trusts hold no recourse to the assets of FTBNA.
These trusts meet the definition of a VIE because the holders of the equity investment at risk do
not have adequate decision making ability over the trusts activities. In situations where FTBNA
holds a majority of the trust preferreds issued by a trust, it is considered the primary
beneficiary of that trust because FTBNA will absorb a majority of the trusts expected losses.
FTBNA has no contractual requirements to provide financial support to the trusts. In situations
where FTBNA holds a majority, but less than all, of the trust preferreds for a trust, consolidation
of the trust results in recognition of amounts received from other parties as debt.
FHN has established certain rabbi trusts related to deferred compensation plans offered to its
employees. FHN contributes employee cash compensation deferrals to the trusts and directs the
underlying investments made by the trusts. The assets of these trusts are available to FHNs
creditors only in the event that FHN becomes insolvent. These trusts are considered VIEs because
either there is no equity at risk in the trusts or because FHN provided the equity interest to its
employees in exchange for services rendered. Given that the trusts were created in exchange for
the employees services, FHN is considered the primary beneficiary of the rabbi trusts because it
is most closely related to their purpose and design. FHN has the obligation to fund any
liabilities to employees that are in excess of a rabbi trusts assets.
The following table summarizes VIEs consolidated by FHN:
As of December 31, 2009
(Dollars in thousands)
(Dollars in thousands)
Assets | Liabilities | |||||||||||
Carrying | Carrying | |||||||||||
Type | Value | Classification | Value | Classification | ||||||||
On balance sheet consumer loan securitizations |
$ | 654,644 | Loans, net of unearned income | $ | 650,442 | Other collateralized borrowings | ||||||
Small issuer trust preferred holdings |
452,850 | Loans, net of unearned income | 30,500 | Term borrowings | ||||||||
Rabbi trusts used for deferred compensation plans |
90,391 | Other assets | 57,720 | Other liabilities |
As of December 31, 2008
(Dollars in thousands)
(Dollars in thousands)
Assets | Liabilities | |||||||||||
Carrying | Carrying | |||||||||||
Type | Value | Classification | Value | Classification | ||||||||
On balance sheet consumer loan securitizations |
$ | 714,717 | Loans, net of unearned income | $ | 696,508 | Other collateralized borrowings | ||||||
Small issuer trust preferred holdings |
465,350 | Loans, net of unearned income | 30,500 | Term borrowings | ||||||||
Rabbi trusts used for deferred compensation plans |
88,356 | Other assets | 57,661 | Other liabilities |
Nonconsolidated Variable Interest Entities. Since 1997, First Tennessee Housing Corporation
(FTHC), a wholly-owned subsidiary, makes equity investments as a limited partner, in various
partnerships that sponsor affordable housing projects utilizing the Low Income Housing Tax Credit
(LIHTC) pursuant to Section 42 of the Internal Revenue Code. The purpose of these investments is to
achieve a
72
Note 24 Variable Interest Entities (continued)
satisfactory return on capital and to support FHNs community reinvestment initiatives. The
activities of the limited partnerships include the identification, development, and operation of
multi-family housing that is leased to qualifying residential tenants generally within FHNs
primary geographic region. LIHTC partnerships are considered VIEs because FTHC, as the holder of
the equity investment at risk, does not have the ability to significantly affect the success of the
entity through voting rights. FTHC is not considered the primary beneficiary of the LIHTC
partnerships because an agent relationship exists between FTHC and the general partners, whereby
the general partners cannot sell, transfer or otherwise encumber their ownership interest without
the approval of FTHC. Because this results in a de facto agent relationship between the partners,
the general partners are considered the primary beneficiaries because their operations are most
closely associated with the LIHTC partnerships operations. FTHC has no contractual requirements
to provide financial support to the LIHTC partnerships beyond its initial funding commitments.
FTBNA holds variable interests in trusts which have issued mandatorily redeemable trust preferreds
for smaller banking and insurance enterprises. FTBNA has no voting rights for the trusts
activities. The trusts only assets are junior subordinated debentures of the issuing enterprises.
These trusts meet the definition of a VIE because the holders of the equity investment at risk do
not have adequate decision making ability over the trusts activities. In situations where FTBNA
did not hold a majority of the trust preferreds issued by a trust, it is not considered the primary
beneficiary of that trust because FTBNA does not absorb a majority of the expected losses of the
trust. FTBNA has no contractual requirements to provide financial support to the trusts.
In third quarter 2007, FTBNA executed a securitization of certain small issuer trust preferreds for
which the underlying trust did not qualify as a QSPE under ASC 860. This trust was determined to
be a VIE because the holders of the equity investment at risk do not have adequate decision making
ability over the trusts activities. FTBNA determined that it was not the primary beneficiary of
the trust due to the size and priority of the interests it retained in the securities issued by the
trust. Accordingly, FTBNA has accounted for the funds received through the securitization as a
collateralized borrowing in its Consolidated Statement of Condition. FTBNA has no contractual
requirement to provide financial support to the trust.
As discussed in Note 11, FHN issued junior subordinated debt to Capital I and Capital II totaling
$309.0 million. Both Capital I and Capital II are considered VIEs because FHNs capital
contributions to these trusts are not considered at risk in evaluating whether the equity
investments at risk in the trusts have adequate decision making ability over the trusts
activities. Capital I and Capital II are not consolidated by FHN because the holders of the
securities issued by the trusts absorb a majority of expected losses and residual returns.
Prior to September 30, 2009, wholly-owned subsidiaries of FHN served as investment advisor and
administrator of certain fund of funds investment vehicles, whereby the subsidiaries received
fees for management of the funds operations and through revenue sharing agreements based on the
funds performance. The funds were considered VIEs because the holders of the equity at risk did
not have voting rights or the ability to control the funds operations. The subsidiaries did not
make any investment in the funds. Further, the subsidiaries were not obligated to provide any
financial support to the funds. The funds were not consolidated by FHN because its subsidiaries
did not absorb a majority of expected losses or residual returns.
73
Note 24 Variable Interest Entities (continued)
The following table summarizes VIEs that are not consolidated by FHN:
As of December 31, 2009
(Dollars in thousands)
(Dollars in thousands)
Maximum | Liability | |||||||||||
Type | Loss Exposure | Recognized | Classification | |||||||||
Low Income Housing Partnerships (a) (b) |
$ | 110,017 | $ | | Other assets | |||||||
Small Issuer Trust Preferred Holdings |
43,000 | | Loans, net of unearned income | |||||||||
On Balance Sheet Trust Preferred Securitization |
64,027 | 50,147 | (c) | |||||||||
Proprietary Trust Preferred Issuances |
N/A | 309,000 | Term borrowings | |||||||||
(a) | Maximum loss exposure represents $108.2 million of current investments and $1.8 million of contractual funding commitments. Only the current investment amount is included in Other Assets. | |
(b) | A liability is not recognized because investments are written down over the life of the related tax credit. | |
(c) | $112.5 million was classified as Loans, net of unearned income and $1.7 million was classified as Trading securities which are offset by $50.1 million classified as Other collateralized borrowings. |
As of December 31, 2008
(Dollars in thousands)
(Dollars in thousands)
Maximum | Liability | |||||||||||
Type | Loss Exposure | Recognized | Classification | |||||||||
Low Income Housing Partnerships (a) (b) |
$ | 131,150 | $ | | Other assets | |||||||
Small Issuer Trust Preferred Holdings |
43,000 | | Loans, net of unearned income | |||||||||
On Balance Sheet Trust Preferred Securitization |
65,318 | 48,855 | (c) | |||||||||
Proprietary Trust Preferred Issuances |
N/A | 309,000 | Term borrowings | |||||||||
Management of Fund of Funds |
N/A | N/A | N/A | |||||||||
(a) | Maximum loss exposure represents $113.8 million of current investments and $17.3 million of contractual funding commitments. Only the current investment amount is included in Other Assets. | |
(b) | A liability is not recognized because investments are written down over the life of the related tax credit. | |
(c) | $112.5 million was classified as Loans, net of unearned income and $1.7 million was classified as Trading securities which are offset by $48.9 million classified as Other collateralized borrowings. |
74
Note 25 Derivatives and Off-Balance Sheet Arrangements
In the normal course of business, FHN utilizes various financial instruments (including derivative
contracts and credit-related agreements) through its legacy mortgage banking operations, capital
markets, and risk management operations, as part of its risk management strategy and as a means to
meet customers needs. These instruments are subject to credit and market risks in excess of the
amount recorded on the balance sheet as required by GAAP. The contractual or notional amounts of
these financial instruments do not necessarily represent credit or market risk. However, they can
be used to measure the extent of involvement in various types of financial instruments. Controls
and monitoring procedures for these instruments have been established and are routinely
reevaluated. The Asset/Liability Committee (ALCO) monitors the usage and effectiveness of these
financial instruments.
Credit risk represents the potential loss that may occur because a party to a transaction fails to
perform according to the terms of the contract. The measure of credit exposure is the replacement
cost of contracts with a positive fair value. FHN manages credit risk by entering into financial
instrument transactions through national exchanges, primary dealers or approved counterparties, and
using mutual margining and master netting agreements whenever possible to limit potential exposure.
FHN also maintains collateral posting requirements with its counterparties to limit credit risk.
With exchange-traded contracts, the credit risk is limited to the clearinghouse used. For
non-exchange traded instruments, credit risk may occur when there is a gain in the fair value of
the financial instrument and the counterparty fails to perform according to the terms of the
contract and/or when the collateral proves to be of insufficient value. Market risk represents the
potential loss due to the decrease in the value of a financial instrument caused primarily by
changes in interest rates, mortgage loan prepayment speeds, or the prices of debt instruments. FHN
manages market risk by establishing and monitoring limits on the types and degree of risk that may
be undertaken. FHN continually measures this risk through the use of models that measure
value-at-risk and earnings-at-risk.
Derivative Instruments. FHN enters into various derivative contracts both in a dealer capacity, to
facilitate customer transactions, and also as a risk management tool. Where contracts have been
created for customers, FHN enters into transactions with dealers to offset its risk exposure.
Derivatives are also used as a risk management tool to hedge FHNs exposure to changes in interest
rates or other defined market risks.
Derivative instruments are recorded on the Consolidated Statements of Condition as Other assets or
Other liabilities measured at fair value. Fair value is defined as the price that would be
received to sell a derivative asset or paid to transfer a derivative liability in an orderly
transaction between market participants on the transaction date. Fair value is determined using
available market information and appropriate valuation methodologies. For a fair value hedge,
changes in the fair value of the derivative instrument and changes in the fair value of the hedged
asset or liability are recognized currently in earnings. For a cash flow hedge, changes in the
fair value of the derivative instrument, to the extent that it is effective, are recorded in
accumulated other comprehensive income and subsequently reclassified to earnings as the hedged
transaction impacts net income. Any ineffective portion of a cash flow hedge is recognized
currently in earnings. For freestanding derivative instruments, changes in fair value are
recognized currently in earnings. Cash flows from derivative contracts are reported as Operating
activities on the Consolidated Statements of Cash Flows.
Interest rate forward contracts are over-the-counter contracts where two parties agree to purchase
and sell a specific quantity of a financial instrument at a specified price, with delivery or
settlement at a specified date. Futures contracts are exchange-traded contracts where two parties
agree to purchase and sell a specific quantity of a financial instrument at a specified price, with
delivery or settlement at a specified date. Interest rate option contracts give the purchaser the
right, but not the obligation, to buy or sell a specified quantity of a financial instrument, at a
specified price, during a specified period of time. Caps and floors are options that are linked to
a notional principal amount and an underlying indexed interest rate. Interest rate swaps involve
the exchange of interest payments at specified intervals between two parties without the exchange
of any underlying principal. Swaptions are options on interest rate swaps that give the purchaser
the right, but not the obligation, to enter into an interest rate swap agreement during a specified
period of time.
On December 31, 2009 and 2008, respectively, FHN had approximately $108.2 million and $62.8 million
of cash receivables and $81.0 million and $196.2 million of cash payables related to collateral
posting under master netting arrangements with derivative counterparties. Certain of FHNs
agreements with derivative counterparties contain provisions that require that FTBNAs debt
maintain minimum credit ratings from specified credit rating agencies. If FTBNAs debt were to
fall below these minimums, these provisions would be triggered, and the counterparties could
terminate the agreements and request immediate settlement of all derivative contracts under the
agreements. The net fair value, determined by individual counterparty, of all derivative
instruments with credit-risk-related contingent accelerated termination provisions were $4.4
million of assets and $10.9 million of liabilities on December 31, 2009. As of December 31, 2009,
FHN had posted collateral of $10.3 million in the normal course of business related to these
contracts.
75
Note
25 Derivatives and Off-Balance Sheet Arrangements (continued)
Additionally, certain of FHNs derivative agreements contain provisions whereby the collateral
posting thresholds under the agreements adjust based on the credit ratings of both counterparties.
If the credit rating of FHN and/or FTBNA is lowered, FHN would be required to post additional
collateral with the counterparties. The net fair value, determined by individual counterparty, of
all derivative instruments with adjustable collateral posting thresholds were $110.8 million of
assets and $81.1 million of liabilities on December 31, 2009. As of December 31, 2009, FHN had
received collateral of $79.4 million and posted collateral of $77.0 million in the normal course of
business related to these agreements.
Legacy Mortgage Banking Operations
Retained Interests
FHN revalues MSR to current fair value each month with changes in fair value included in servicing
income in mortgage banking noninterest income. FHN hedges the MSR to minimize the effects of loss
in value of MSR associated with increased prepayment activity that generally results from declining
interest rates. In a rising interest rate environment, the value of the MSR generally will
increase while the value of the hedge instruments will decline. FHN enters into interest rate
contracts (potentially including swaps, swaptions, and mortgage forward purchase contracts) to
hedge against the effects of changes in fair value of its MSR. Substantially all capitalized MSR
are hedged for economic purposes.
FHN utilizes derivatives as an economic hedge (potentially including swaps, swaptions, and mortgage
forward sales contracts) to protect the value of its interest-only securities that change in value
inversely to the movement of interest rates. Interest-only securities are included in trading
securities. Changes in the fair value of these derivatives and the hedged interest-only securities
are recognized currently in earnings in mortgage banking noninterest income as a component of
servicing income.
Mortgage Warehouse and Pipeline
As a result of the sale of substantially all of FHNs mortgage origination pipeline, mortgage
banking origination activity was significantly reduced in the periods after third quarter 2008 as
FHN focuses on origination within its regional banking footprint. Accordingly, the following
discussion of warehouse and pipeline related derivatives is primarily applicable to reporting
periods occurring through the third quarter 2008. During 2009, FHN attempted economic hedging for
only a small portion of the warehouse loans and pipeline. Additionally, the fair value of interest
rate lock commitments was immaterial as of December 31, 2009.
Prior to the 2008 divestiture, FHNs warehouse (mortgage loans held for sale) was subject to
changes in fair value due to fluctuations in interest rates from the loan closing date through the
date of sale of the loan into the secondary market. Typically, the fair value of the warehouse
declined in value when interest rates increased and rose in value when interest rates decreased.
To mitigate this risk, FHN entered into forward sales and futures contracts that provided an
economic hedge against those changes in fair value on a significant portion of the warehouse.
These derivatives were recorded at fair value with changes in fair value recorded in current
earnings as a component of the gain or loss on the sale of loans in mortgage banking noninterest
income. Upon adoption of the Financial Instruments Topic (ASC 825-10-50), FHN elected to
prospectively account for substantially all of its mortgage loan warehouse products at fair value
upon origination and correspondingly discontinued the application of ASC 815-10-45 hedging
relationships for all subsequent originations.
Interest rate lock commitments are short-term commitments to fund mortgage loan
applications in process for a fixed term at a fixed price. During the term of an
interest rate lock commitment, FHN had the risk that interest rates could change from the rate
quoted to the borrower. FHN entered into forward sales contracts with respect to fixed rate loan
commitments and futures contracts with respect to adjustable rate loan commitments as economic
hedges designed to protect the value of the interest rate lock commitments from changes in value
due to changes in interest rates. Interest rate lock commitments qualify as derivative financial
instruments and as such do not qualify for hedge accounting treatment. As a result, the interest
rate lock commitments were recorded at fair value with changes in fair value recorded in current
earnings as gain or loss on the sale of loans in mortgage banking noninterest income. Changes in
the fair value of the derivatives that served as economic hedges of interest rate lock commitments
were also included in current earnings as a component of gain or loss on the sale of loans in
mortgage banking noninterest income.
76
Note
25 Derivatives and Off-Balance Sheet Arrangements (continued)
The following table summarizes FHNs derivatives associated with legacy mortgage banking activities
for the year ended December 31, 2009:
(Dollars in thousands) | Gains/(Losses) | |||||||||||||||
Description | Notional | Assets | Liabilities | 2009 | ||||||||||||
Retained Interests Hedging |
||||||||||||||||
Hedging Instruments: |
||||||||||||||||
Forwards and Futures (a) (b) |
$ | 3,275,000 | $ | 4,262 | $ | 13,100 | $ | 26,714 | ||||||||
Interest Rate Swaps and Swaptions (a) (b) |
2,126,000 | 21,688 | 3,654 | 9,492 | ||||||||||||
Hedged Items: |
||||||||||||||||
Mortgage Servicing Rights (c) (b) |
N/A | $ | 296,260 | N/A | $ | 61,850 | ||||||||||
Other Retained Interests (d) (b) |
N/A | 64,830 | N/A | 47,758 | ||||||||||||
(a) | Assets included in the other assets section of the Consolidated Statements of Condition. Liabilities included in the other liabilities section of the Consolidated Statements of Condition. | |
(b) | Gains/Losses included in the mortgage banking income section of the Consolidated Statements of Income. | |
(c) | Assets included in the mortgage servicing rights section of the Consolidated Statements of Condition. | |
(d) | Assets included in the trading securities section of the Consolidated Statements of Condition. |
Capital Markets
Capital Markets trades U.S. Treasury, U.S. Agency, mortgage-backed, corporate and municipal fixed
income securities, and other securities principally for distribution to customers. When these
securities settle on a delayed basis, they are considered forward contracts. Capital Markets also
enters into interest rate contracts, including options, caps, swaps, and floors for its customers.
In addition, Capital Markets enters into futures contracts to economically hedge interest rate risk
associated with a portion of its securities inventory. These transactions are measured at fair
value, with changes in fair value recognized currently in capital markets noninterest income.
Related assets and liabilities are recorded on the balance sheet as other assets and other
liabilities. Credit risk related to these transactions is controlled through credit approvals,
risk control limits, and ongoing monitoring procedures through the Credit Risk Management
Committee. Total trading revenues related to fixed income sales, which constitute substantially
all of FHNs trading activities, was $598.6 million for the year ended December 31, 2009, inclusive
of both derivative and non-derivative financial instruments. Trading revenues are included in
capital markets noninterest income.
The following table summarizes FHNs derivatives associated with Capital Markets trading activities
as of December 31, 2009:
(Dollars in thousands) | ||||||||||||
Description | Notional | Assets | Liabilities | |||||||||
Customer Interest Rate Contracts |
$ | 1,514,517 | $ | 40,128 | $ | 15,246 | ||||||
Offsetting Upstream Interest Rate Contracts |
1,514,517 | 15,250 | 40,135 | |||||||||
Forwards and Futures Purchased |
2,659,054 | 8,736 | 1,180 | |||||||||
Forwards and Futures Sold |
2,836,643 | 1,051 | 11,990 | |||||||||
77
Note
25 Derivatives and Off-Balance Sheet Arrangements (continued)
Interest Rate Risk Management
FHNs ALCO focuses on managing market risk by controlling and limiting earnings volatility
attributable to changes in interest rates. Interest rate risk exists to the extent that
interest-earning assets and liabilities have different maturity or repricing characteristics. FHN
uses derivatives, including swaps, caps, options, and collars, that are designed to moderate the
impact on earnings as interest rates change.
FHNs interest rate risk management policy is to use derivatives to hedge interest rate risk or
market value of assets or liabilities, not to speculate. In addition, FHN has entered into certain
interest rate swaps and caps as a part of a product offering to commercial customers with customer
derivatives paired with offsetting market instruments that, when completed, are designed to
mitigate market risk. These contracts do not qualify for hedge accounting and are measured at fair
value with gains or losses included in current earnings in noninterest expense.
FHN has entered into pay floating, receive fixed interest rate swaps to hedge the interest rate
risk of certain long-term debt obligations totaling $1.1 billion on both December 31, 2009 and
2008. These swaps have been accounted for as fair value hedges under the shortcut method. The
balance sheet impact of these swaps was $90.9 million and $145.6 million in other assets on
December 31, 2009 and 2008, respectively. Interest paid or received for these swaps was recognized
as an adjustment of the interest expense of the liabilities whose risk is being managed.
FHN designates derivative transactions in hedging strategies to manage interest rate risk on
subordinated debt related to its trust preferred securities. These qualify for hedge accounting
under ASC 815-10-45 using the long haul method. FHN entered into pay floating, receive fixed
interest rate swaps to hedge the interest rate risk of certain subordinated debt totaling $.2
billion on December 31, 2009, and $.3 billion on December 31, 2008. The balance sheet impact of
these swaps was $4.8 million in other liabilities and $1.4 million in other assets on December 31,
2009 and 2008, respectively. There was no ineffectiveness related to these hedges. Interest paid
or received for these swaps was recognized as an adjustment of the interest expense of the
liabilities whose risk is being managed. In first quarter 2009, FHNs counterparty called the swap
associated with $.1 billion of subordinated debt. Accordingly, hedge accounting was discontinued
on the date of settlement and the cumulative basis adjustments to the associated subordinated debt
are being prospectively amortized as an adjustment to yield over its remaining term.
The following table summarizes FHNs derivatives associated with interest rate risk management
activities for the year ended December 31, 2009:
(Dollars in thousands) | Gains/(Losses) | |||||||||||||||
Description | Notional | Assets | Liabilities | 2009 | ||||||||||||
Customer Interest Rate Contracts Hedging |
||||||||||||||||
Hedging Instruments and Hedged Items: |
||||||||||||||||
Customer Interest Rate Contracts (a) |
$ | 1,157,540 | $ | 65,760 | $ | 818 | $ | (58,136 | ) | |||||||
Offsetting Upstream Interest Rate Contracts (a) |
1,157,540 | 818 | 69,259 | 50,946 | ||||||||||||
Debt Hedging |
||||||||||||||||
Hedging Instruments: |
||||||||||||||||
Interest Rate Swaps (b) |
$ | 1,200,000 | $ | 90,936 | $ | 4,818 | $ | (59,844 | ) | |||||||
Hedged Items: |
||||||||||||||||
Long-Term Debt (b) |
N/A | N/A | 1,200,000 | (c) | 59,844 | (d) | ||||||||||
(a) | Gains/Losses included in the other expense section of the Consolidated Statements of Income. | |
(b) | Gains/Losses included in the all other income and commissions section of the Consolidated Statements of Income. | |
(c) | Represents par value of long term debt being hedged. | |
(d) | Represents gains and losses attributable to changes in fair value due to interest rate risk as designated in ASC 815-10-45 hedging relationships. |
FHN hedges held-to-maturity trust preferred loans with a principal balance of $233.1 million and
$244.6 million as of December 31, 2009 and 2008, respectively, which have an initial fixed rate
term of five years before conversion to a floating rate. FHN has entered into pay fixed, receive
floating interest rate swaps to hedge the interest rate risk associated with this initial five year
term. These hedge relationships qualify as fair value hedges under ASC 815-10-45. The balance
sheet impact of those swaps was $19.2 million and $27.7 million in other liabilities on December
31, 2009 and 2008, respectively. Interest paid or received for these swaps was recognized as an
adjustment of the interest
78
Note
25 Derivatives and Off-Balance Sheet Arrangements (continued)
income of the assets whose risk is being hedged.
The following table summarizes FHNs derivative activities associated with these loans for the year
ended December 31, 2009:
(Dollars in thousands) | Gains/(Losses) | |||||||||||||||
Description | Notional | Assets | Liabilities | 2009 | ||||||||||||
Loan Portfolio Hedging |
||||||||||||||||
Hedging Instruments: |
||||||||||||||||
Interest Rate Swaps |
$ | 233,083 | N/A | $ | 19,221 | $ | 6,640 | |||||||||
Hedged Items: |
||||||||||||||||
Trust Preferred Loans (a) |
N/A | $ | 233,083 | (b) | N/A | $ | (6,754 | ) (c) | ||||||||
(a) | Assets included in loans, net of unearned section of the Consolidated Statements of Condition. | |
(b) | Represents principal balance being hedged. | |
(c) | Represents gains and losses attributable to changes in fair value due to interest rate risk as designated in ASC 815-10-45 hedging relationships. |
Off-Balance Sheet Arrangements
Credit-Related Commitments. FHN enters into fixed and variable interest rate loan commitments with
customers. When these commitments have contract rate adjustments that lag changes in market rates,
the financial instruments have characteristics similar to option contracts. FHN follows the same
credit policies and underwriting practices in making commitments as it does for on-balance sheet
instruments. Each counterpartys creditworthiness is evaluated on a case-by-case basis. The
amount of collateral obtained, if any, is based on managements credit evaluation of the
counterparty.
Commitments to extend credit are contractual obligations to lend to a customer as long as all
established contractual conditions are met. These commitments generally have fixed expiration
dates or other termination clauses and may require payment of a fee. The majority of FHNs loan
commitments have maturities less than one year and reflect the prevailing market rates at the time
of the commitment. Since commitments may expire without being fully drawn upon, total contractual
amounts do not necessarily represent future credit exposure or liquidity requirements.
Other commitments include standby and commercial letters of credit and other credit enhancements.
Standby and commercial letters of credit and other credit enhancements are conditional commitments
issued by FHN to guarantee the performance and/or payment of a customer to a third party in
connection with specified transactions. The credit risk involved in issuing these commitments is
essentially the same as that involved in extending loan facilities to customers, as performance
under any of these facilities would result in a loan being funded to the customer. See Note 22
Fair Value of Assets and Liabilities for the book value and fair value of FHNs off-balance sheet
commitments.
FHN services loans for others, and in some cases, provides guarantees or recourse on the serviced
loans. See Note 18 Restrictions, Contingencies, and Other Disclosures for additional
information.
79
Note 26 Restructuring, Repositioning, and Efficiency
Beginning in 2007, FHN began conducting a company-wide review of business practices with the goal
of improving its overall profitability and productivity. In order to redeploy capital to
higher-return businesses, FHN concluded the sale of 34 full-service First Horizon Bank branches in
its national banking markets in the second quarter 2008 while also taking actions to right-size
mortgage banking operations and to downsize FHNs national lending operations. Additionally, in
January 2008, FHN discontinued national homebuilder and commercial real estate lending through its
First Horizon Construction Lending offices. FHN also repositioned mortgage banking operations
through various MSR sales.
On August 31, 2008, FHN completed the sale of substantially all of FHNs mortgage origination
pipeline, related hedges, certain fixed assets, and other associated assets. FHNs mortgage loan
warehouse was not included within this transaction. FHN retained its mortgage operations in and
around Tennessee, continuing to originate home loans for customers in its banking market footprint.
FHN also agreed to the sale of servicing assets and related hedges on $19.1 billion of first lien
mortgage loans and associated custodial deposits. FHN entered into a subservicing agreement for
the remainder of FHNs servicing portfolio. In general, FHN received book value for the assets and
liabilities it sold, less a purchase price reduction.
Continuing the efforts to refocus on core businesses, a definitive agreement was reached in 2009
for the sale of FTN ECM, the institutional equity research division of FTN Financial. FHN incurred
a pre-tax goodwill impairment of $14.3 million (approximately $9 million net of taxes) in 2009.
This impairment and other restructuring, repositioning, and efficiency charges incurred by FTN ECM
are included with their other operating results in the Loss from discontinued operations, net of
tax line on the Consolidated Statements of Income for all periods presented. During first quarter
2010, the contracted sale of FTN ECM failed to close, and FHN exited this business. See Note 28
Other Events for additional discussion related to actions occurring in 2010.
Other transactions that occurred in late 2009 were the sales and closures of FERP and Atlanta
insurance operations and the cancellation of a large services/consulting contract. Losses on
divestitures were $7.5 million and $1.7 million for the divestiture of the Atlanta insurance
business and FERP, respectively, which include write-downs of associated goodwill. FHN incurred
additional costs for closure of these locations in 2009, including goodwill impairment of $2.3
million. FHN also terminated an outsourcing/consulting contract in fourth quarter 2009 which
triggered a $13.4 million charge.
Net costs recognized by FHN in the year ended December 31, 2009, related to restructuring,
repositioning, and efficiency activities were $51.9 million. Of this amount, $12.4 million
represented exit costs that were accounted for in accordance with the Exit or Disposal Cost
Obligations Topic of the FASB Accounting Standards Codification (ASC 420).
Significant expenses recognized in 2009 resulted from the following actions:
| Severance and related employee costs of $5.6 million related to discontinuation of national lending operations and the sales and closures of FERP and the Atlanta insurance business. | ||
| Loss on divestitures of $9.2 million related to the FERP and Atlanta insurance transactions. | ||
| Loss of $13.4 million related to cancellation of consulting contract. | ||
| Goodwill impairment of $14.3 million related to agreement to sell FTN ECM and $2.3 million related to the closure of the remaining Atlanta insurance business. |
Net costs recognized by FHN in the year ended December 31, 2008, related to restructuring,
repositioning, and efficiency activities were $91.4 million. Of this amount, $49.1 million
represented exit costs that were accounted for in accordance with ASC 420.
Significant expenses recognized in 2008 resulted from the following actions:
| Expense of $49.1 million associated with organizational and compensation changes due to right-sizing operating segments, the divestiture of certain First Horizon Bank branches and certain mortgage banking operations, and consolidating functional areas. | ||
| Loss of $16.6 million on the divestiture of mortgage banking operations. | ||
| Loss of $2.4 million from the sales of certain First Horizon Bank branches. | ||
| Transaction costs of $12.7 million from the contracted sales of mortgage servicing rights. |
80
Note 26 Restructuring, Repositioning, and Efficiency (continued)
| Expense of $10.7 million for the write-down of certain premises and equipment, intangibles, and other assets resulting from FHNs divestiture of certain mortgage operations and from the change in FHNs national banking strategy. |
Net costs recognized by FHN in the year ended December 31, 2007, related to restructuring,
repositioning, and efficiency activities were $98.7 million. Of this amount, $47.9 million
represented exit costs accounted for in accordance with ASC 420.
Significant expenses recognized in 2007 resulted from the following actions:
| Expense of $20.4 million associated with organizational and compensation changes for right sizing operating segments and consolidating functional areas. | ||
| Non-core business repositioning costs of $17.4 million, including costs associated with the exit of the collectible coin merchandising business and the transition of the non-prime mortgage origination business to a broker model. | ||
| Expense of $17.2 million related to other restructuring, repositioning, and efficiency initiatives, including facilities consolidation, procurement centralization, multi-sourcing and the divestiture of certain loan portfolios. | ||
| Costs of $24.3 million related to the divestiture of 34 full-service First Horizon Bank locations in Virginia, Maryland, Georgia, and Texas, including $13.9 million for the write-down of goodwill and other intangibles; partially offset by $15.7 million of gains realized in 2007 from the disposition of 15 of these locations. | ||
| Expense of $11.3 million related to the restructuring of mortgage operations through office closures, associated sales force decreases, and the reduction of management and support staff and downsizing of national lending operations through the reduction of consumer and construction sales forces and decreasing management, support staff and back-office costs. | ||
| Expense of $17.4 million for asset impairments related to the discontinuance of technology projects. | ||
| Transaction costs of $6.4 million from sales of mortgage servicing rights. |
Provision for loan losses of $7.7 million was incurred during 2007 in relation to the divestiture
of a non-strategic loan portfolio. Gains or losses from the divestitures of the Atlanta insurance
business, FERP, certain mortgage banking operations, and First Horizon Bank branches are included
in gains/(losses) on divestitures in the noninterest income section of the Consolidated Statements
of Income. Transaction costs related to transfers of mortgage servicing rights are recorded as a
reduction of mortgage banking income in the noninterest income section of the Consolidated
Statements of Income. All other costs associated with the restructuring, repositioning, and
efficiency initiatives implemented by management are included in the noninterest expense section of
the Consolidated Statements of Income, including severance and other employee-related costs
recognized in relation to such initiatives which are recorded in employee compensation, incentives,
and benefits, facilities consolidation costs and related asset impairment costs which are included
in occupancy, costs associated with the impairment of premises and equipment which are included in
equipment rentals, depreciation, and maintenance. Other costs associated with such initiatives,
including professional fees, intangible asset impairment costs, and asset impairment costs related
to the discontinuance of technology projects, which are included in all other expense and goodwill
impairment.
81
Note 26 Restructuring, Repositioning, and Efficiency (continued)
Activity in the restructuring, repositioning, and efficiency liability for 2009, 2008, and 2007 is
presented in the following table, along with other restructuring and repositioning expenses
recognized. Costs associated with the reduction of national operations and termination of product
and service offerings are included within the non-strategic segment while costs associated with
efficiency initiatves affecting multiple segments and initiatives that occurred within regional
banking and capital markets are included in the corporate segment.
(Dollars in thousands) | 2009 | 2008 | 2007 | |||||||||||||||||||||
Charged to | Charged to | Charged to | ||||||||||||||||||||||
Expense | Liability | Expense | Liability | Expense | Liability | |||||||||||||||||||
Beginning Balance |
$ | | $ | 24,167 | $ | | $ | 19,675 | $ | | $ | | ||||||||||||
Severance and other employee related costs (a) |
5,612 | 5,612 | 24,400 | 24,400 | 25,532 | 25,532 | ||||||||||||||||||
Facility consolidation costs |
6,511 | 6,511 | 16,751 | 16,751 | 13,131 | 13,131 | ||||||||||||||||||
Other exit costs, professional fees, and other |
322 | 322 | 7,902 | 7,902 | 9,255 | 9,255 | ||||||||||||||||||
Total Accrued |
$ | 12,445 | $ | 36,612 | $ | 49,053 | $ | 68,728 | $ | 47,918 | $ | 47,918 | ||||||||||||
Payments related to: |
||||||||||||||||||||||||
Severance and other employee related costs |
$ | 9,840 | $ | 16,235 | $ | 15,174 | ||||||||||||||||||
Facility consolidation costs |
8,868 | 14,223 | 3,992 | |||||||||||||||||||||
Other exit costs, professional fees, and other |
874 | 7,558 | 7,915 | |||||||||||||||||||||
Accrual reversals |
1,127 | 6,545 | 1,162 | |||||||||||||||||||||
Restructuring and Repositioning Reserve Balance |
$ | 15,903 | $ | 24,167 | $ | 19,675 | ||||||||||||||||||
Other Restructuring and Repositioning Expense: |
||||||||||||||||||||||||
Provision for loan portfolio divestiture |
$ | | $ | | $ | 7,672 | ||||||||||||||||||
Mortgage banking expense on servicing sales |
548 | 12,667 | 6,428 | |||||||||||||||||||||
Loss/(gain) on divestitures |
9,183 | 19,020 | (15,695 | ) | ||||||||||||||||||||
Impairment of premises and equipment |
2,873 | 5,650 | 9,288 | |||||||||||||||||||||
Impairment of intangible assets |
16,753 | 4,030 | 13,999 | |||||||||||||||||||||
Impairment of other assets |
10,124 | 993 | 29,108 | |||||||||||||||||||||
Total Other Restructuring and Repositioning Expense |
$ | 39,481 | $ | 42,360 | $ | 50,800 | ||||||||||||||||||
Total Restructuring and Repositioning Charges |
$ | 51,926 | $ | 91,413 | $ | 98,718 | ||||||||||||||||||
(a) | Includes $1.2 million of deferred severance-related payments that will be paid after 2009. |
Cumulative amounts incurred to date for costs associated with FHNs restructuring, repositioning,
and efficiency initiatives are presented in the following table:
Charged to | ||||
(Dollars in thousands) | Expense | |||
Severance and other employee related costs (a) |
$ | 55,544 | ||
Facility consolidation costs |
36,393 | |||
Other exit costs, professional fees, and other |
17,478 | |||
Other restructuring & repositioning expense: |
||||
Loan portfolio divestiture |
7,672 | |||
Mortgage banking expense on servicing sales |
19,643 | |||
Net loss on divestitures |
12,508 | |||
Impairment of premises and equipment |
17,811 | |||
Impairment of intangible assets |
34,783 | |||
Impairment of other assets |
40,225 | |||
Total Restructuring and Repositioning Charges Incurred to Date as of December 31, 2009 |
$ | 242,057 | ||
(a) | Includes $1.2 million of deferred severance-related payments that will be paid after 2009. |
82
Note 27 Parent Company Financial Information
Following are condensed statements of the parent company:
Statements of Condition | Year Ended December 31 | |||||||
(Dollars in thousands) | 2009 | 2008 | ||||||
Assets: |
||||||||
Cash |
$ | | $ | 11,549 | ||||
Securities purchased from subsidiary bank under agreements to resell |
17,827 | | ||||||
Total cash and cash equivalents |
17,827 | 11,549 | ||||||
Interest-bearing cash |
160,999 | 240,963 | ||||||
Securities available for sale |
7,160 | 4,537 | ||||||
Notes receivable |
3,700 | 3,700 | ||||||
Allowance for loan losses |
(823 | ) | | |||||
Investments in subsidiaries: |
||||||||
Bank |
3,455,474 | 3,667,228 | ||||||
Non-bank |
20,631 | 20,814 | ||||||
Other assets |
208,181 | 215,337 | ||||||
Total assets |
$ | 3,873,149 | $ | 4,164,128 | ||||
Liabilities and equity: |
||||||||
Other short-term borrowings and commercial paper |
$ | 3,800 | $ | 16,830 | ||||
Accrued employee benefits and other liabilities |
130,507 | 129,684 | ||||||
Long-term debt |
436,374 | 442,982 | ||||||
Total liabilities |
570,681 | 589,496 | ||||||
Total equity |
3,302,468 | 3,574,632 | ||||||
Total liabilities and equity |
$ | 3,873,149 | $ | 4,164,128 | ||||
Certain previously reports amounts have been reclassified to agree with current presentation.
Statements of Income | Year Ended December 31 | |||||||||||
(Dollars in thousands) | 2009 | 2008 | 2007 | |||||||||
Dividend income: |
||||||||||||
Bank |
$ | | $ | | $ | 230,000 | ||||||
Non-bank |
1,261 | 3,852 | 11,292 | |||||||||
Total dividend income |
1,261 | 3,852 | 241,292 | |||||||||
Interest income |
570 | 4,035 | 6,266 | |||||||||
Other income |
1,494 | (1,724 | ) | (1,656 | ) | |||||||
Total income |
3,325 | 6,163 | 245,902 | |||||||||
Provision for loan losses |
823 | | | |||||||||
Interest expense: |
||||||||||||
Short-term debt |
298 | 285 | 395 | |||||||||
Long-term debt |
12,166 | 18,940 | 26,935 | |||||||||
Total interest expense |
12,464 | 19,225 | 27,330 | |||||||||
Compensation, employee benefits and other expense |
33,398 | 49,290 | 39,041 | |||||||||
Total expense |
46,685 | 68,515 | 66,371 | |||||||||
Loss before income taxes |
(43,360 | ) | (62,352 | ) | 179,531 | |||||||
Income tax benefit |
(20,514 | ) | (20,884 | ) | (30,486 | ) | ||||||
Loss before equity in undistributed net income of subsidiaries |
(22,846 | ) | (41,468 | ) | 210,017 | |||||||
Equity in undistributed net income/(loss) of subsidiaries: |
||||||||||||
Bank |
(247,205 | ) | (148,315 | ) | (372,300 | ) | ||||||
Non-bank |
214 | (2,204 | ) | (7,863 | ) | |||||||
Net loss available to common shareholders |
$ | (269,837 | ) | $ | (191,987 | ) | $ | (170,146 | ) | |||
Certain previously reports amounts have been reclassified to agree with current presentation.
83
Note 27 Parent Company Financial Information (continued)
Statements of Cash Flows | Year Ended December 31 | |||||||||||
(Dollars in thousands) | 2009 | 2008 | 2007 | |||||||||
Operating activities: |
||||||||||||
Net loss |
$ | (269,837 | ) | $ | (191,987 | ) | $ | (170,146 | ) | |||
Less undistributed net loss of subsidiaries |
(246,991 | ) | (150,519 | ) | (380,163 | ) | ||||||
Income/(loss) before undistributed net income of subsidiaries |
(22,846 | ) | (41,468 | ) | 210,017 | |||||||
Adjustments to reconcile income to net cash provided by operating activities: |
||||||||||||
Deferred income tax provision/(benefit) |
764 | (1,160 | ) | (9,838 | ) | |||||||
Depreciation and amortization |
5,131 | 3,060 | 5,239 | |||||||||
Stock-based compensation expense |
5,821 | 2,930 | 4,968 | |||||||||
Loss on sale of securities |
| | 3,641 | |||||||||
Net (increase)/decrease in interest receivable and other assets |
(2,962 | ) | 94,931 | 14,617 | ||||||||
Net decrease in interest payable and other liabilities |
(507 | ) | (110,378 | ) | (14,030 | ) | ||||||
Total adjustments |
8,247 | (10,617 | ) | 4,597 | ||||||||
Net cash provided/(used) by operating activities |
(14,599 | ) | (52,085 | ) | 214,614 | |||||||
Investing activities: |
||||||||||||
Securities: |
||||||||||||
Sales and prepayments |
| 2,714 | 30,606 | |||||||||
Purchases |
(3,000 | ) | (1,528 | ) | (550 | ) | ||||||
Decrease/(increase) in interest-bearing cash |
79,963 | (34,909 | ) | (185,477 | ) | |||||||
Return on investment in subsidiary |
700 | 2,918 | | |||||||||
Cash investments in subsidiaries |
| (1,346,169 | ) | 589 | ||||||||
Net cash provided/(used) by investing activities |
77,663 | (1,376,974 | ) | (154,832 | ) | |||||||
Financing activities: |
||||||||||||
Preferred stock: |
||||||||||||
Proceeds from issuance of preferred stock and common stock warrant CPP |
| 866,540 | | |||||||||
Cash dividends |
(43,447 | ) | | | ||||||||
Common stock: |
||||||||||||
Exercise of stock options |
3 | 511 | 34,542 | |||||||||
Proceeds from issuance of common stock |
| 659,656 | | |||||||||
Cash dividends |
| (120,575 | ) | (225,011 | ) | |||||||
Repurchase of shares |
(392 | ) | (303 | ) | (1,104 | ) | ||||||
Long-term debt: |
||||||||||||
Payment |
| | (30,000 | ) | ||||||||
(Decrease)/increase in short-term borrowings |
(13,030 | ) | 14,754 | (3,544 | ) | |||||||
Other |
80 | | | |||||||||
Net cash (used)/provided by financing activities |
(56,786 | ) | 1,420,583 | (225,117 | ) | |||||||
Net increase/(decrease) in cash and cash equivalents |
6,278 | (8,476 | ) | (165,335 | ) | |||||||
Cash and cash equivalents at beginning of year |
11,549 | 20,025 | 185,360 | |||||||||
Cash and cash equivalents at end of year |
$ | 17,827 | $ | 11,549 | $ | 20,025 | ||||||
Total interest paid |
$ | 12,246 | $ | 19,014 | $ | 27,426 | ||||||
Total income taxes paid |
99,090 | 332,600 | 11,390 | |||||||||
Certain previously reports amounts have been reclassified to agree with current presentation.
84
Note 28 Other Events
During first quarter 2010, the contracted sale of FTN Financials institutional equity research
business, FTN ECM, failed to close and FHN exited this business. FHN estimates that additional charges
against first quarter 2010 earnings of approximately $10 million will be incurred in connection
with this action.
Note 29 Summary of Revisions to the 2009 Audited Consolidated Financial Statements and Notes
Changes to Segment Presentation
In first quarter 2010, FHN revised its operating segments to better align with its strategic
direction, representing a focus on its regional banking franchise and capital markets business.
Key changes include the addition of the non-strategic segment that combines the former mortgage
banking and national specialty lending segments, the movement of correspondent banking from capital
markets to regional banking, and the shift of first lien mortgage production in the Tennessee
footprint to the regional banking segment. Exited businesses were moved to the new non-strategic
segment.
Consistent with the treatment of exited operations and product lines, FHN has also revised its
presentation of historical charges incurred related to its restructuring, repositioning, and
efficiency initiatives. Past charges that resulted from the reduction of national operations and
termination of product and service offerings have been included within the non-strategic segment.
Additionally, past charges affecting multiple segments and initiatives that occurred within
regional banking and capital markets have been included in the corporate segment to reflect the
corporate-driven emphasis on execution of the repositioning efforts. These segment changes did not
have any effect on FHNs consolidated results.
Income Statement Reclassification
FHN historically presented charges related to repurchase obligations for junior lien consumer
mortgage loan sales in noninterest income while similar charges arising from first lien mortgage
originations and sales through the legacy national mortgage banking business were reflected in
noninterest expense. In order to present such charges consistently, FHN determined that charges
relating to repurchase obligations should be reflected in noninterest expense in the line item
called Repurchase and foreclosure provision on the Consolidated Statements of Income. Consequently,
FHN retroactively applied this change which resulted in a reclassification of charges related to
junior lien mortgage loan sales from noninterest income into noninterest expense. All applicable
tables and associated narrative have been revised to reflect this change. This reclassification
did not impact FHNs net income and all effects are included in the non-strategic segment.
Stock Dividends
During 2010, FHN declared and distributed stock dividends. The financial statements reflect the
retrospective application of the stock dividends distributed on April 1, 2010, July 1, 2010, and
October 1, 2010, as well as stock dividends expected to be
distributed on January 1, 2011.
Disclosure revisions to Note 22 Fair Value of Assets & Liabilities Level 3 Rollforward
Upon investigating the composition of the reported amount of unrealized gains reported in the Level
3 Rollforward in Note 22 Fair Value of Assets & Liabilities for Mortgage banking trading
securities and MSR for the year ended December 31, 2009, FHN determined that the reported amounts
reflect all fair value marks recognized for excess interest and MSR that were recorded during the
year. However, throughout 2009, FHN executed sales of excess interest and MSR and also recognized
a reclassification from excess interest to MSR. Upon review of the disclosure requirements of ASC
820-10-50, only unrealized gains associated with excess interest and MSR still held at the
reporting date should have been included within the amount disclosed. Accordingly, FHN has
determined that the appropriate amount of unrealized gains for trading securities to report for
the year ended December 31, 2009, is $14.4 million. The appropriate amount of unrealized gains
for MSR to report for the year ended December 31, 2009, is $69.4 million. FHN has determined that
only amounts associated with excess interest and MSR were incorrectly reported within this
disclosure and that this issue did not affect the reported amounts of realized and unrealized gains
and losses reported in the Consolidated Statements of Income for the year ended December 31, 2009.
85