FIRST HORIZON CORP - FORM 8-K - EX-99.1

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8-K - 8-K - FIRST HORIZON CORP	d613379d8k.htm

Exhibit 99.1

LOGO

THIRD QUARTER 2013

FINANCIAL SUPPLEMENT

If you need further information, please contact:

Aarti Bowman, Investor Relations

901-523-4017

aagoorha@firsthorizon.com

FHN TABLE OF CONTENTS


	Page

First Horizon National Corporation Segment Structure		3

Performance Highlights		4

Consolidated Results
Income Statement
Summary Results		6
Income Statement		7
Other Income and Other Expense		8
Balance Sheet
Period End Balance Sheet		9
Average Balance Sheet		10
Net Interest Income		11
Average Balance Sheet: Yields and Rates		12
Charges for Restructuring, Repositioning, & Efficiency Initiatives		13
Mortgage Servicing Rights		14

Business Segment Detail
Segment Highlights		15
Regional Banking		16
Capital Markets		17
Corporate		18
Non-Strategic		19

Capital Highlights		20

Asset Quality
Asset Quality: Consolidated		21
Asset Quality: Regional Banking and Corporate		23
Asset Quality: Non-Strategic		24
Rollforwards of Nonperforming Loans and ORE Inventory		25
Portfolio Metrics		26

Non-GAAP to GAAP Reconciliation		27

Glossary of Terms		28

Other Information

This financial supplement contains forward-looking statements involving significant risks and uncertainties. A number of important factors could cause actual results to differ materially from those in the forward-looking information. Those factors include general economic and financial market conditions, including expectations of and actual timing and amount of interest rate movements including the slope of the yield curve, competition, customer and investor responses to these conditions, ability to execute business plans, geopolitical developments, recent and future legislative and regulatory developments, natural disasters, and items mentioned in this financial supplement and in First Horizon National Corporation’s (“FHN”) most recent press release, as well as critical accounting estimates and other factors described in FHN’s recent filings with the SEC. FHN disclaims any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements included herein or therein to reflect future events or developments.

Use of Non-GAAP Measures

Certain ratios are included in this financial supplement that are non-GAAP, meaning they are not presented in accordance with generally accepted accounting principles (“GAAP”) in the U.S. FHN’s management believes such ratios are relevant to understanding the capital position and results of the Company. The non-GAAP ratios presented in this financial supplement are tangible common equity to tangible assets, tangible book value per common share, tier 1 common to risk weighted assets, adjusted tangible common equity to risk weighted assets, and net interest margin using net interest income adjusted for fully taxable equivalent (“FTE”). These ratios are reported to FHN’s management and Board of Directors through various internal reports. Additionally, disclosure of non-GAAP capital ratios provides a meaningful base for comparability to other financial institutions as demonstrated by their use by the various banking regulators in reviewing the capital adequacy of financial institutions. Non-GAAP measures are not formally defined by GAAP or codified in currently effective federal banking regulations, and other entities may use calculation methods that differ from those used by FHN. Tier 1 capital is a regulatory term and is generally defined as the sum of core capital (including common equity and instruments that can not be redeemed at the option of the holder) adjusted for certain items under risk based capital regulations. Also a regulatory term, risk weighted assets includes total assets adjusted for credit risk and is used to determine regulatory capital ratios. Refer to the tabular reconciliation of non-GAAP to GAAP measures and presentation of the most comparable GAAP items on page 27 of this financial supplement.


FIRST HORIZON NATIONAL CORPORATION SEGMENT STRUCTURE

LOGO

FHN PERFORMANCE HIGHLIGHTS

(Third Quarter 2013 vs. Second Quarter 2013)

Consolidated

•

Net loss available to common shareholders was $107.5 million, or $.45 loss per diluted share in third quarter, compared to net income of $40.8 million, or $.17 per diluted share in prior quarter

•

Reached an agreement in principle (“AIP”) with Fannie Mae resolving certain legacy representation and warranty repurchase obligations associated with loans originated from 2000 to 2008 excluding certain loans FHN no longer services; terms are subject to Fannie Mae’s governance and regulatory approvals

•

Signed a definitive agreement to sell substantially all remaining legacy mortgage servicing; transfers of servicing expected to occur over the next few quarters

•

Net interest income (“NII”) decreased slightly in third quarter to $158.8 million from $160.0 million; Net interest margin (“NIM”) increased slightly to 2.97 percent from 2.96 percent in the prior quarter

•

The decrease in NII is primarily attributable to a decline in loans to mortgage companies and run-off of the non-strategic loan portfolios coupled with the impact of placing junior liens behind first liens with performance issues on nonaccrual, partially offset by accretion of the loan valuation discount related to the second quarter purchase of Mountain National Bank (“MNB”) and the impact of day variance from prior quarter

•

The slight increase in NIM is driven by a decline in trading assets and the loan valuation discount accretion related to the MNB purchase, which more than offset the negative impact of placing certain junior liens on nonaccrual, continued run-off of the non-strategic portfolio, and an increase in average excess cash held at the Fed

•

Noninterest income (including securities gains) was $150.5 million in third quarter compared to $142.6 million in second quarter

•

The increase was largely driven by an increase in fee income in third quarter within the non-strategic, corporate, and regional banking segments which more than offset a decline in income within the capital markets segment

•

Noninterest expense was $433.6 million in third quarter compared to $227.4 million in second quarter

•

Increase driven by an increase to the mortgage repurchase provision within the non strategic segment associated with new information received from Fannie

•

Average loans were $15.7 billion in third quarter compared to $15.9 billion in second quarter; period-end loans decreased 5 percent to $15.4 billion

•

Decline in the period-end loan portfolio driven by declines in the regional bank and continued run-off within the non-strategic portfolios

•

Average core deposits were $16.0 billion in third quarter compared to $15.7 billion in second quarter; period-end decreased 4 percent to $15.7 billion

•

Decline in period-end deposits primarily driven by lower cash balances held by public entities relative to the prior quarter

Regional Banking

•

NII was $148.5 million in third quarter compared to $147.3 million in second quarter

•

The increase in NII is primarily attributable to accretion of the loan valuation discount related to the MNB purchase and the impact of day variance from prior quarter, somewhat offset by a decline in loans to mortgage companies

•

NIM increased slightly primarily driven by accretion of the loan valuation discount related to the MNB purchase, partially offset by lower loan fees relative to the prior quarter and the continuing impact of low rates

•

Period-end loans decreased 5 percent, or $594.9 million to $12.0 billion in third quarter primarily driven by a decline in loans to mortgage companies

•

Provision was $5.2 million in third quarter compared to $13.2 million in prior quarter

•

Decline in provision was driven by the commercial portfolio due to aggregate improvement combined with lower net charge-offs

•

Noninterest income increased to $63.9 million in third quarter from $61.9 million in second quarter

•

Deposit fee income increased primarily due to seasonality in non-sufficient funds (“NSF”) fee structure

•

Noninterest expense increased to $131.4 million in third quarter from $128.9 million in the prior quarter

•

Increase driven by higher professional fees related to various consulting projects, increased advertising costs due to seasonality of sponsorships and product branding initiatives, and increased salary expense as a result of higher average headcount due to the MNB acquisition

Capital Markets

•

Fixed income revenue decreased to $54.4 million in third quarter from $58.5 million in second quarter

•

Fixed income average daily revenue (“ADR”) was $850 thousand in third quarter down 7 percent from second quarter

•

Noninterest expenses decreased to $58.0 million in third quarter from $59.9 million in second quarter

•

The expense decrease was due to a decrease in legal and professional fees coupled with a decline in variable compensation costs

Corporate

•

NII was negative $10.3 million in third quarter compared to negative $10.0 million in the prior quarter

•

Estimated effective duration of the securities portfolio was 3.8 years in third quarter compared to 3.2 years in second quarter

•

Estimated modified duration of the securities portfolio was 4.4 years in third quarter compared to 4.0 years in prior quarter

•

Noninterest income increased to $6.6 million in third quarter from $3.8 million in second quarter

•

Increase resulting from higher deferred compensation driven by market conditions; changes in deferred compensation income are mirrored by changes in deferred compensation expense

•

Noninterest expense was $21.6 million in third quarter compared to $17.1 million in the prior quarter

•

Increase is primarily due to an increase in deferred compensation expense, acquisition-related costs, and restructuring charges, partially offset by a decline in professional fees

FHN PERFORMANCE HIGHLIGHTS (continued)

(Third Quarter 2013 vs. Second Quarter 2013)

Non-Strategic

•

NII decreased to $16.9 million in third quarter from $18.6 million in second quarter due to continued run-off of the loan portfolio and the impact of placing junior liens behind first liens with performance issues on nonaccrual

•

Provision expense increased to $4.8 million in third quarter from $1.8 million in prior quarter

•

Noninterest income was $15.9 million in third quarter compared to $8.7 million in second quarter

•

Increase primarily due to net hedging results driven by the mark to the terms of the servicing sale agreement signed in third quarter, partially offset by a $2.2 million negative adjustment as a result of estimated costs for obligations associated with the agreement to sell servicing

•

Second quarter includes a gain of $1.0 million from the reversal of a previous LOCOM adjustment associated with TRUP loan payoff/sales

•

Noninterest expense was $222.5 million in third quarter, compared to $21.5 million in the prior quarter

•

Increase driven by a $200.0 million addition to the repurchase and foreclosure reserve in third quarter based on additional information received from Fannie

•

Compared with previous information, the additional information encompassed a broader population of loans including expanded vintages, and estimates of future losses from loans in early stage delinquencies, modifications, and loans determined to have a higher probability of default

•

Provision also includes estimates for exposure not covered by the AIP including loans sold to Freddie, future mortgage insurance cancellations, and loans where FHN is no longer the responsible party because of prior servicing bulk sales

Asset Quality

•

Allowance as a percentage of loans ratio was 166 basis points in third quarter compared to162 basis points in prior quarter

•

The allowance to loans ratio was affected by the $.8 billion decline in loan balances - largely driven by loans to mortgage companies

•

Total reserves decreased to $255.7 million from $261.9 million in second quarter driven by a $5.1 million commercial reserve release

•

The commercial allowance reflects continued improvement in loss rates, grade migration, and asset quality metrics

•

The consumer allowance declined slightly driven by a reserve release in the permanent mortgage portfolio; consumer real estate reserves were relatively flat as overall improvement was offset by the continued refinement of the methodology for estimating loss content associated with junior liens behind first liens with performance issues

•

Provision expense was $10.0 million in third quarter compared to $15.0 million in second quarter

•

Net charge-offs (“NCO”) were $16.2 million in third quarter compared to $18.3 million in prior quarter

•

Regional bank NCO were down $4.4 million; non-strategic NCO increased by $2.3 million which was driven by a commercial recovery recognized in second quarter

•

Annualized net charge-offs decreased to 41 basis points of average loans from 46 basis points in prior quarter

•

Nonperforming loans (“NPLs”) in the portfolio declined $26.1 million to $288.0 million driven by the C&I portfolio

•

NPLs increased $2.4 million in the consumer real estate portfolio largely because of additional junior liens placed on nonaccrual during third quarter

•

Nonperforming assets (“NPAs”), including loans held-for-sale, decreased to $482.0 million in third quarter from $506.3 million in prior quarter

•

The decline in NPAs was largely driven by a drop in nonperforming portfolio loans as foreclosed assets were slightly lower and nonperforming loans in held for sale increased $3.2 million from second quarter

•

Total 30+ delinquencies were $94.2 million in third quarter compared to $100.1 million in prior quarter

•

Generally, delinquencies declined across all portfolios with the exception of regional bank consumer real estate

•

Regional bank consumer real estate delinquencies as a percentage of period end balances increased to 66 basis points from 58 basis points in prior quarter

•

Troubled debt restructurings (“TDRs”) were $578.4 million at the end of third quarter compared with $584.5 million in prior quarter

Taxes

•

Third quarter includes the effect of the reduction in pre-tax earnings and the decrease in the effective tax rate from the second quarter

Capital and Liquidity

•

Paid $0.05 per common share dividend on October 1, 2013

•

Repurchased shares costing $49.7 million in third quarter (inclusive of the $40 million prepaid share repurchase agreement entered into in second quarter) under the $300 million share repurchase program

•

Repurchased shares costing $262.7 million since the program’s inception in fourth quarter 2011

•

Volume weighted average price for all share repurchases under the stock repurchase program of $9.24 per share (before $.02 per share broker commission)

•

Paid preferred quarterly dividend of $1.6 million on October 10, 2013

•

Capital ratios (regulatory capital ratios estimated based on period-end balances)

•

7.82 percent for tangible common equity to tangible assets

•

13.26 percent for Tier 1

•

15.59 percent for Total Capital

•

10.19 percent for Tier 1 Common

•

10.60 percent for Leverage

FHN CONSOLIDATED SUMMARY RESULTS

Quarterly, Unaudited


																3Q13 Changes vs.
(Dollars in thousands, except per share data)	3Q13			2Q13			1Q13			4Q12			3Q12			2Q13			3Q12
Income Statement Highlights
Net interest income	$	158,838		$	160,019		$	161,382		$	170,598		$	173,465			(1	)%		(8	)%
Noninterest income		150,571			142,983			156,403			151,143			163,538			5	%		(8	)%
Securities gains/(losses), net		(96	)		(351	)		24			(4,700	)		—			73	%		NM

Total revenue		309,313			302,651			317,809			317,041			337,003			2	%		(8	)%

Noninterest expense		433,556			227,408			240,540			271,361			263,169			91	%		65	%
Provision for loan losses		10,000			15,000			15,000			15,000			40,000			(33	)%		(75	)%

Income/(loss) before income taxes		(134,243	)		60,243			62,269			30,680			33,834			NM			NM
Provision/(benefit) for income taxes		(31,094	)		15,008			17,730			(12,914	)		5,260			NM			NM

Income/(loss) from continuing operations		(103,149	)		45,235			44,539			43,594			28,574			NM			NM
Income/(loss) from discontinued operations, net of tax		123			1			430			(12	)		108			NM			14	%

Net income/(loss)		(103,026	)		45,236			44,969			43,582			28,682			NM			NM
Net income attributable to noncontrolling interest		2,875			2,843			2,813			2,901			2,875			1	%		*

Net income/(loss) attributable to controlling interest		(105,901	)		42,393			42,156			40,681			25,807			NM			NM
Preferred stock dividends		1,550			1,550			1,188			—			—				*		NM

Net income/(loss) available to common shareholders	$	(107,451	)	$	40,843		$	40,968		$	40,681		$	25,807			NM			NM

Common Stock Data
Diluted EPS from continuing operations	$	(0.45	)	$	0.17		$	0.17		$	0.17		$	0.10			NM			NM
Diluted EPS	$	(0.45	)	$	0.17		$	0.17		$	0.17		$	0.10			NM			NM
Diluted shares (thousands)		236,895			240,891			242,799			246,132			248,306			(2	)%		(5	)%
Period-end shares outstanding (thousands)		236,328			240,555			241,225			243,598			247,134			(2	)%		(4	)%
Cash dividends declared per share	$	0.05		$	0.05		$	0.05		$	0.01		$	0.01				*		NM

Balance Sheet Highlights (Period-End)
Total loans, net of unearned income (Restricted - $.1 billion) (a) (b)	$	15,408,556		$	16,197,952		$	15,889,670		$	16,708,582		$	16,523,783			(5	)%		(7	)%
Total deposits		16,283,909			17,011,884			16,204,467			16,629,709			16,228,111			(4	)%			*
Total assets (Restricted - $.1 billion) (a) (b)		24,193,341			25,130,941			25,166,427			25,520,140			25,739,830			(4	)%		(6	)%
Total liabilities (Restricted - $.1 billion) (a) (b)		21,760,048			22,584,533			22,566,700			23,010,934			23,207,942			(4	)%		(6	)%
Total equity (b)		2,433,293			2,546,408			2,599,727			2,509,206			2,531,888			(4	)%		(4	)%

Asset Quality Highlights
Allowance for loan losses (Restricted - $3.2 million) (a)	$	255,710		$	261,934		$	265,218		$	276,963		$	281,744			(2	)%		(9	)%
Allowance / period-end loans		1.66	%		1.62	%		1.67	%		1.66	%		1.71	%
Net charge-offs	$	16,224		$	18,284		$	26,745		$	19,781		$	79,307			(11	)%		(80	)%
Net charge-offs (annualized) / average loans		0.41	%		0.46	%		0.67	%		0.48	%		1.92	%
Non-performing assets (NPA) (b) (c)	$	482,045		$	506,265		$	418,385		$	419,369		$	450,392			(5	)%		7	%
NPA % (c) (d)		2.19	%		2.25	%		1.81	%		1.84	%		2.15	%

Key Ratios & Other
Return on average assets (annualized) (e)		(1.69	)%		0.74	%		0.73	%		0.69	%		0.45	%
Return on average common equity (annualized) (f)		(20.39	)%		7.46	%		7.48	%		7.20	%		4.59	%
Net interest margin (g) (h)		2.97	%		2.96	%		2.95	%		3.09	%		3.15	%
Fee income to total revenue (i)		48.66	%		47.19	%		49.22	%		46.98	%		48.53	%
Efficiency ratio (j)		NM			75.05	%		75.69	%		84.34	%		78.09	%
Book value per common share (k)	$	8.64		$	8.96		$	9.16		$	9.09		$	9.05
Tangible book value per common share (b) (h) (k)	$	7.95		$	8.28		$	8.51		$	8.44		$	8.41
Adjusted tangible common equity to risk weighted assets (b) (h) (l)		9.69	%		9.69	%		9.91	%		9.93	%		10.03	%
Market capitalization (millions)	$	2,597.2		$	2,694.2		$	2,576.3		$	2,414.1		$	2,379.9
Full time equivalent employees		4,338			4,296			4,381			4,507			4,585

NM - Not meaningful

*	Amount is less than one percent.

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

(a)	Restricted balances parenthetically presented are as of September 30, 2013.

(b)	2Q13 balance has been re-presented due to purchase accounting adjustments made in 3Q13.

(c)

3Q13 and 2Q13 includes approximately $65 million and $62 million, respectively of second liens placed on nonaccrual based on information received from a third party on the performance status of non-FHN serviced first liens and approximately $21 million and $23 million, respectively of MNB foreclosed real estate.

(d)	NPAs related to the loan portfolio over period-end loans plus foreclosed real estate and other assets.

(e)	Calculated using net income.

(f)	Calculated using net income available to common shareholders.

(g)	Net interest margin is computed using total net interest income adjusted to a fully taxable equivalent (“FTE”) basis.

(h)	Refer to the Non-GAAP to GAAP Reconciliation on page 27 of this financial supplement.

(i)	Ratio excludes securities gains/(losses).

(j)	Noninterest expense divided by total revenue excluding securities gains/(losses).

(k)	2Q13 decrease due to $40 million prepaid share repurchase agreement, shares were delivered in 3Q13.

(l)	Current quarter is an estimate.

FHN CONSOLIDATED INCOME STATEMENT

Quarterly, Unaudited


														3Q13 Changes vs.
(Thousands)	3Q13			2Q13			1Q13		4Q12			3Q12		2Q13			3Q12
Interest income	$	182,610		$	183,991		$	186,399	$	196,199		$	200,516		(1	)%		(9	)%
Less: interest expense		23,772			23,972			25,017		25,601			27,051		(1	)%		(12	)%

Net interest income		158,838			160,019			161,382		170,598			173,465		(1	)%		(8	)%
Provision for loan losses (a)		10,000			15,000			15,000		15,000			40,000		(33	)%		(75	)%

Net interest income after provision for loan losses		148,838			145,019			146,382		155,598			133,465		3	%		12	%

Noninterest income:
Capital markets (b) (c)		64,283			69,265			79,163		72,483			80,773		(7	)%		(20	)%
Mortgage banking (d)		14,460			5,589			9,373		8,287			10,373		NM			39	%
Deposit transactions and cash management		29,279			28,254			27,656		30,952			30,352		4	%		(4	)%
Trust services and investment management		6,649			6,950			6,328		5,979			6,055		(4	)%		10	%
Brokerage, management fees and commissions		10,868			10,540			9,348		8,980			8,699		3	%		25	%
Insurance commissions		733			730			600		804			946			*		(23	)%
Securities gains/(losses), net (e)		(96	)		(351	)		24		(4,700	)		—		73	%		NM
Gain on divestiture		115			—			—		—			—		NM			NM
Other (f)		24,184			21,655			23,935		23,658			26,340		12	%		(8	)%

Total noninterest income		150,475			142,632			156,427		146,443			163,538		5	%		(8	)%

Adjusted gross income after provision for loan losses		299,313			287,651			302,809		302,041			297,003		4	%		1	%

Noninterest expense:
Employee compensation, incentives, and benefits (g)		132,213			130,500			139,184		161,813			153,970		1	%		(14	)%
Repurchase and foreclosure provision		200,000			—			—		—			—		NM			NM
Operations services		9,199			8,842			8,070		8,123			8,702		4	%		6	%
Occupancy		13,147			11,785			12,822		12,363			13,059		12	%		1	%
Legal and professional fees		12,704			14,065			11,171		11,971			12,295		(10	)%		3	%
FDIC premium expense		4,631			5,037			6,011		7,299			7,532		(8	)%		(39	)%
Computer software		10,446			9,608			10,076		10,333			10,260		9	%		2	%
Contract employment and outsourcing		9,241			8,581			9,039		9,052			10,187		8	%		(9	)%
Equipment rentals, depreciation, and maintenance		7,890			7,597			7,820		7,910			7,931		4	%		(1	)%
Foreclosed real estate		523			1,287			1,439		1,995			2,968		(59	)%		(82	)%
Communications and courier		4,517			4,531			4,437		4,613			4,722			*		(4	)%
Miscellaneous loan costs		1,349			1,163			996		924			577		16	%		NM
Amortization of intangible assets		928			928			928		979			979			*		(5	)%
Other (f)		26,768			23,484			28,547		33,986			29,987		14	%		(11	)%

Total noninterest expense		433,556			227,408			240,540		271,361			263,169		91	%		65	%

Income/(loss) before income taxes		(134,243	)		60,243			62,269		30,680			33,834		NM			NM
Provision/(benefit) for income taxes (h)		(31,094	)		15,008			17,730		(12,914	)		5,260		NM			NM

Income/(loss) from continuing operations		(103,149	)		45,235			44,539		43,594			28,574		NM			NM
Income/(loss) from discontinued operations, net of tax		123			1			430		(12	)		108		NM			14	%

Net income/(loss)		(103,026	)		45,236			44,969		43,582			28,682		NM			NM
Net income attributable to noncontrolling interest		2,875			2,843			2,813		2,901			2,875		1	%			*

Net income/(loss) attributable to controlling interest		(105,901	)		42,393			42,156		40,681			25,807		NM			NM
Preferred stock dividends		1,550			1,550			1,188		—			—			*		NM

Net income/(loss) available to common shareholders	$	(107,451	)	$	40,843		$	40,968	$	40,681		$	25,807		NM			NM

NM - Not meaningful

*	Amount is less than one percent.

(a)	3Q12 includes approximately $30 million associated with the implementation of regulatory guidance related to discharged bankruptcies.

(b)	3Q13 average daily revenue (“ADR”) was $850 thousand.

(c)	2Q13 and 1Q13 include a gain of $1.0 million and $2.4 million, respectively, from a LOCOM reversal associated with a TRUP loan payoff within the non-strategic segment.

(d)	3Q13 includes an increase in net hedging results driven by the mark to the terms of the agreement to sell servicing; 3Q13 also includes a $2.2 million negative adjustment made as a result of estimated costs for obligations associated with the agreement to sell servicing.

(e)	4Q12 includes a $4.7 million negative valuation adjustment related to an equity investment.

(f)	Refer to the Other Income and Other Expense table on page 8 for additional information.

(g)	3Q13 includes a positive $3.5 million adjustment resulting from revisions to an employee benefit plan.

(h)	4Q12 includes $17.0 million in tax benefits related to discrete period tax items.

FHN OTHER INCOME AND OTHER EXPENSE

Quarterly, Unaudited


												3Q13 Changes vs.
(Thousands)	3Q13		2Q13			1Q13		4Q12		3Q12		2Q13			3Q12
Other Income
Bank owned life insurance	$	3,560	$	3,946		$	5,472	$	5,081	$	4,293		(10	)%		(17	)%
Bankcard income		5,303		5,299			4,882		5,766		5,298			*			*
ATM and interchange fees		2,680		2,627			2,384		2,724		2,579		2	%		4	%
Other service charges		3,707		3,503			3,086		3,167		3,263		6	%		14	%
Electronic banking fees		1,607		1,585			1,562		1,610		1,589		1	%		1	%
Letter of credit fees		1,171		1,196			1,499		1,192		1,072		(2	)%		9	%
Deferred compensation (a)		2,160		(278	)		1,593		396		1,966		NM			10	%
Other		3,996		3,777			3,457		3,722		6,280		6	%		(36	)%

Total	$	24,184	$	21,655		$	23,935	$	23,658	$	26,340		12	%		(8	)%

Other Expense
Litigation and regulatory matters	$	229	$	900		$	5,170	$	4,300	$	6,760		(75	)%		(97	)%
Advertising and public relations (b)		5,486		4,121			3,947		5,915		4,121		33	%		33	%
Tax credit investments (c)		3,079		2,989			2,972		4,198		5,635		3	%		(45	)%
Other insurance and taxes (d)		3,215		3,076			3,046		3,078		1,327		5	%		NM
Travel and entertainment		2,400		2,372			1,848		2,058		2,009		1	%		19	%
Customer relations		1,204		1,255			1,278		1,348		1,027		(4	)%		17	%
Employee training and dues		1,244		1,229			1,254		1,171		1,032		1	%		21	%
Supplies		950		705			1,055		1,021		881		35	%		8	%
Bank examination costs		819		829			828		816		816		(1	)%			*
Loan insurance expense		490		503			540		552		578		(3	)%		(15	)%
Federal services fees		276		282			282		27		323		(2	)%		(15	)%
Other (e)		7,376		5,223			6,327		9,502		5,478		41	%		35	%

Total	$	26,768	$	23,484		$	28,547	$	33,986	$	29,987		14	%		(11	)%

NM - Not meaningful

*	Amount is less than one percent.

(a)	Amounts driven by market conditions and are mirrored by changes in deferred compensation expense which is included in employee compensation expense.

(b)	3Q13 increase driven by seasonality of sponsorships and product branding initiatives.

(c)	3Q12 includes a $1.5 million impairment of an investment.

(d)	3Q12 includes a $1.8 million positive adjustment to franchise taxes.

(e)	3Q12 includes a $1.8 million gain related to clean-up calls for first lien securitizations.

FHN CONSOLIDATED PERIOD-END BALANCE SHEET

Quarterly, Unaudited


																3Q13 Changes vs.
(Thousands)	3Q13			2Q13			1Q13			4Q12			3Q12			2Q13			3Q12
Assets:
Investment securities (a)	$	3,186,943		$	3,228,379		$	3,190,219		$	3,061,808		$	3,123,629			(1	)%		2	%
Loans held-for-sale		371,640			385,105			390,874			401,937			410,550			(3	)%		(9	)%
Loans, net of unearned income (Restricted - $.1 billion) (a) (b)		15,408,556			16,197,952			15,889,670			16,708,582			16,523,783			(5	)%		(7	)%
Federal funds sold		52,830			52,169			33,738			34,492			12,425			1	%		NM
Securities purchased under agreements to resell		576,355			602,126			732,696			601,891			517,263			(4	)%		11	%
Interest-bearing cash (c)		184,179			344,150			431,182			353,373			440,916			(46	)%		(58	)%
Trading securities		1,343,134			1,267,348			1,397,746			1,262,720			1,204,366			6	%		12	%

Total earning assets (a)		21,123,637			22,077,229			22,066,125			22,424,803			22,232,932			(4	)%		(5	)%

Cash and due from banks (Restricted - $1.5 million) (b)		395,631			382,601			275,262			469,879			355,978			3	%		11	%
Capital markets receivables		417,743			429,801			533,306			303,893			791,190			(3	)%		(47	)%
Mortgage servicing rights, net		116,686			113,853			109,102			114,311			120,537			2	%		(3	)%
Goodwill (a) (d)		140,479			140,479			134,242			134,242			134,242				*		5	%
Other intangible assets, net		22,216			23,144			21,772			22,700			23,679			(4	)%		(6	)%
Premises and equipment, net (a)		308,779			314,764			299,740			303,273			305,346			(2	)%		1	%
Real estate acquired by foreclosure (a) (e)		71,626			69,901			54,672			60,690			70,779			2	%		1	%
Allowance for loan losses (Restricted - $3.2 million) (b)		(255,710	)		(261,934	)		(265,218	)		(276,963	)		(281,744	)		(2	)%		(9	)%
Derivative assets		215,116			235,759			274,332			292,472			334,025			(9	)%		(36	)%
Other assets (Restricted - $1.4 million) (a) (b)		1,637,138			1,605,344			1,663,092			1,670,840			1,652,866			2	%		(1	)%

Total assets (Restricted - $.1 billion) (a) (b)	$	24,193,341		$	25,130,941		$	25,166,427		$	25,520,140		$	25,739,830			(4	)%		(6	)%

Liabilities and Equity:
Deposits:
Savings	$	6,781,522		$	6,928,447		$	6,498,832		$	6,705,496		$	6,608,534			(2	)%		3	%
Other interest-bearing deposits		3,494,236			3,825,235			3,740,257			3,798,313			3,468,367			(9	)%		1	%
Time deposits		997,726			1,051,327			988,375			1,019,938			1,063,380			(5	)%		(6	)%

Total interest-bearing core deposits		11,273,484			11,805,009			11,227,464			11,523,747			11,140,281			(5	)%		1	%
Noninterest-bearing deposits		4,434,746			4,603,954			4,454,045			4,602,472			4,569,113			(4	)%		(3	)%

Total core deposits (f)		15,708,230			16,408,963			15,681,509			16,126,219			15,709,394			(4	)%			*

Certificates of deposit $100,000 and more		575,679			602,921			522,958			503,490			518,717			(5	)%		11	%

Total deposits		16,283,909			17,011,884			16,204,467			16,629,709			16,228,111			(4	)%			*

Federal funds purchased		1,062,901			1,142,749			1,361,670			1,351,023			1,350,806			(7	)%		(21	)%
Securities sold under agreements to repurchase		427,232			433,761			488,010			555,438			443,370			(2	)%		(4	)%
Trading liabilities		585,969			596,869			781,306			564,429			516,970			(2	)%		13	%
Other short-term borrowings (g)		303,686			446,909			186,898			441,201			856,958			(32	)%		(65	)%
Term borrowings (Restricted - $.1 billion) (b) (h)		1,771,288			1,800,255			2,197,864			2,226,482			2,263,238			(2	)%		(22	)%
Capital markets payables		388,373			368,372			461,333			296,450			574,201			5			(32	)%
Derivative liabilities		165,918			198,489			199,999			202,269			225,084			(16	)%		(26	)%
Other liabilities (a)		770,772			585,245			685,153			743,933			749,204			32	%		3	%

Total liabilities (Restricted - $.1 billion) (a) (b)		21,760,048			22,584,533			22,566,700			23,010,934			23,207,942			(4	)%		(6	)%

Equity:
Common stock (i)		147,705			150,347			150,766			152,249			154,459			(2	)%		(4	)%
Capital surplus (i) (j)		1,413,248			1,416,563			1,461,292			1,488,463			1,517,488				*		(7	)%
Undivided profits		657,676			777,108			748,427			719,672			681,460			(15	)%		(3	)%
Accumulated other comprehensive loss, net (k)		(176,391	)		(188,665	)		(151,639	)		(146,343	)		(116,684	)		(7	)%		51	%
Preferred stock		95,624			95,624			95,624			—			—				*		NM
Noncontrolling interest (a) (l)		295,431			295,431			295,257			295,165			295,165				*			*

Total equity (a)		2,433,293			2,546,408			2,599,727			2,509,206			2,531,888			(4	)%		(4	)%

Total liabilities and equity (a)	$	24,193,341		$	25,130,941		$	25,166,427		$	25,520,140		$	25,739,830			(4	)%		(6	)%

NM - Not meaningful

*	Amount is less than one percent.

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

(a)	2Q13 balance has been re-presented due to purchase accounting adjustments made in 3Q13.

(b)	Restricted balances parenthetically presented are as of September 30, 2013.

(c)	Includes excess balances held at Fed.

(d)	2Q13 increase driven by the MNB acquisition.

(e)	3Q13 includes $21.6 million of foreclosed assets related to government insured mortgages.

(f)	3Q13 average core deposits were $16.0 billion.

(g)	3Q12 includes increased FHLB borrowings as a result of deposit fluctuations and an increase in loans to mortgage companies.

(h)	In 2Q13 $350.0 million of subordinated notes matured.

(i)	Decreases relate to shares purchased under the share repurchase program.

(j)	2Q13 decrease related to $40.0 million prepaid share repurchase agreement. The shares were delivered to FHN in 3Q13.

(k)	4Q12 change primarily driven by annual benefit plan remeasurement.

(l)	Consists of preferred stock of subsidiary.

FHN CONSOLIDATED AVERAGE BALANCE SHEET

Quarterly, Unaudited


																3Q13 Changes vs.
(Thousands)	3Q13			2Q13			1Q13			4Q12			3Q12			2Q13			3Q12
Assets:
Earning assets:
Loans, net of unearned income:
Commercial, financial, and industrial (C&I)	$	7,888,297		$	8,121,219		$	8,199,249		$	8,330,961		$	8,237,939			(3	)%		(4	)%
Commercial real estate		1,215,586			1,134,268			1,161,467			1,237,774			1,272,012			7	%		(4	)%
Consumer real estate		5,502,825			5,561,689			5,644,275			5,757,724			5,819,620			(1	)%		(5	)%
Permanent mortgage		721,554			771,253			801,000			788,428			805,580			(6	)%		(10	)%
Credit card and other		323,551			304,561			291,221			288,412			277,154			6	%		17	%

Total loans, net of unearned income (Restricted - $.1 billion) (a) (b)		15,651,813			15,892,990			16,097,212			16,403,299			16,412,305			(2	)%		(5	)%

Loans held-for-sale		378,263			389,273			392,272			403,750			413,625			(3	)%		(9	)%
Investment securities:
U.S. treasuries		41,303			40,815			44,107			43,909			42,551			1	%		(3	)%
U.S. government agencies		2,900,838			2,924,012			2,818,958			2,774,175			2,894,104			(1	)%			*
States and municipalities		15,246			15,390			15,255			17,169			17,970			(1	)%		(15	)%
Other		224,213			218,701			216,860			222,058			220,324			3	%		2	%

Total investment securities		3,181,600			3,198,918			3,095,180			3,057,311			3,174,949			(1	)%			*

Capital markets securities inventory		1,156,262			1,310,044			1,308,969			1,250,423			1,189,852			(12	)%		(3	)%
Mortgage banking trading securities		15,558			16,398			17,486			18,844			20,112			(5	)%		(23	)%
Other earning assets:
Federal funds sold		28,498			26,698			24,173			24,701			28,229			7	%		1	%
Securities purchased under agreements to resell		593,978			705,129			754,630			586,258			531,914			(16	)%		12	%
Interest-bearing cash (c)		537,631			401,236			653,712			522,529			402,378			34	%		34	%

Total other earning assets		1,160,107			1,133,063			1,432,515			1,133,488			962,521			2	%		21	%

Total earnings assets (Restricted - $.1 billion) (a)		21,543,603			21,940,686			22,343,634			22,267,115			22,173,364			(2	)%		(3	)%

Allowance for loan losses (Restricted - $3.5 million) (a)		(256,789	)		(260,944	)		(270,385	)		(306,583	)		(309,810	)		(2	)%		(17	)%
Cash and due from banks (Restricted - $2.5 million) (a)		351,972			342,053			348,581			349,002			339,098			3	%		4	%
Capital markets receivables		93,262			113,806			121,891			114,771			168,806			(18	)%		(45	)%
Premises and equipment, net		308,199			302,263			299,846			303,921			306,709			2	%			*
Derivative assets		209,878			257,181			286,243			317,076			325,917			(18	)%		(36	)%
Other assets (Restricted - $1.6 million) (a)		1,942,481			1,903,727			1,948,417			1,925,664			2,085,670			2	%		(7	)%

Total assets (Restricted - $.1 billion) (a)	$	24,192,606		$	24,598,772		$	25,078,227		$	24,970,966		$	25,089,754			(2	)%		(4	)%

Liabilities and equity:
Interest-bearing liabilities:
Interest-bearing deposits:
Savings	$	6,957,875		$	6,516,889		$	6,593,590		$	6,529,453		$	6,106,767			7	%		14	%
Other interest-bearing deposits		3,494,211			3,645,674			3,709,988			3,469,711			3,426,864			(4	)%		2	%
Time deposits		1,025,788			998,762			1,004,887			1,038,672			1,085,368			3	%		(5	)%

Total interest-bearing core deposits		11,477,874			11,161,325			11,308,465			11,037,836			10,618,999			3	%		8	%
Certificates of deposit $100,000 and more		594,536			542,244			516,785			514,543			570,415			10	%		4	%
Federal funds purchased		1,119,273			1,224,070			1,479,316			1,538,970			1,448,347			(9	)%		(23	)%
Securities sold under agreements to repurchase		452,940			480,960			572,666			457,493			388,208			(6	)%		17	%
Capital markets trading liabilities		598,195			718,309			779,409			597,402			544,422			(17	)%		10	%
Other short-term borrowings (d)		243,195			525,493			209,376			272,578			967,303			(54	)%		(75	)%
Term borrowings (Restricted - $.1 billion) (a) (e)		1,792,250			2,007,372			2,221,297			2,254,445			2,279,344			(11	)%		(21	)%

Total interest-bearing liabilities		16,278,263			16,659,773			17,087,314			16,673,267			16,817,038			(2	)%		(3	)%

Noninterest-bearing deposits		4,542,127			4,493,440			4,441,411			4,770,935			4,660,529			1	%		(3	)%
Capital markets payables		68,248			74,389			91,539			81,941			116,680			(8	)%		(42	)%
Derivative liabilities		161,611			184,192			194,892			211,598			220,309			(12	)%		(27	)%
Other liabilities		660,458			598,854			683,596			689,782			744,871			10	%		(11	)%

Total liabilities (Restricted - $.1 billion) (a)		21,710,707			22,010,648			22,498,752			22,427,523			22,559,427			(1	)%		(4	)%

Equity:
Common stock		149,000			150,468			151,613			153,691			155,232			(1	)%		(4	)%
Capital surplus		1,418,259			1,430,998			1,476,797			1,507,087			1,526,772			(1	)%		(7	)%
Undivided profits		715,451			771,953			742,070			705,835			671,073			(7	)%		7	%
Accumulated other comprehensive loss, net		(191,866	)		(156,178	)		(150,093	)		(118,335	)		(117,915	)		23	%		63	%
Preferred stock		95,624			95,624			63,831			—			—				*		NM
Noncontrolling interest		295,431			295,259			295,257			295,165			295,165				*			*

Total equity		2,481,899			2,588,124			2,579,475			2,543,443			2,530,327			(4	)%		(2	)%

Total liabilities and equity	$	24,192,606		$	24,598,772		$	25,078,227		$	24,970,966		$	25,089,754			(2	)%		(4	)%

NM - Not meaningful

*	Amount is less than one percent.

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

(a)	Restricted balances parenthetically presented are quarterly averages as of September 30, 2013.

(b)	Includes loans on nonaccrual status.

(c)	Includes excess balances held at Fed.

(d)	3Q12 includes increased FHLB borrowings as a result of deposit fluctuations and an increase in loans to mortgage companies.

(e)	In 2Q13 $350.0 million of subordinated notes matured.

FHN CONSOLIDATED NET INTEREST INCOME (a)

Quarterly, Unaudited


																3Q13 Changes vs.
(Thousands)	3Q13			2Q13			1Q13			4Q12			3Q12			2Q13			3Q12
Interest Income:
Loans, net of unearned income (b)	$	151,504		$	153,070		$	154,955		$	163,693		$	165,368			(1	)%		(8	)%
Loans held-for-sale		3,058			3,169			3,502			3,732			3,808			(4	)%		(20	)%
Investment securities:
U.S. treasuries		10			11			8			11			11			(9	)%		(9	)%
U.S. government agencies		18,537			18,321			18,507			19,536			21,759			1	%		(15	)%
States and municipalities		21			25			23			6			65			(16	)%		(68	)%
Other		2,355			2,315			2,332			2,495			2,323			2	%		1	%

Total investment securities		20,923			20,672			20,870			22,048			24,158			1	%		(13	)%

Capital markets securities inventory		8,425			8,467			7,901			7,565			7,998				*		5	%
Mortgage banking trading securities		403			452			489			534			569			(11	)%		(29	)%
Other earning assets:
Federal funds sold		73			66			61			64			71			11	%		3	%
Securities purchased under agreements to resell (c)		(171	)		(189	)		44			118			94			10	%		NM
Interest-bearing cash		289			197			364			287			202			47	%		43	%

Total other earning assets		191			74			469			469			367			NM			(48	)%

Interest income	$	184,504		$	185,904		$	188,186		$	198,041		$	202,268			(1	)%		(9	)%

Interest Expense:
Interest-bearing deposits:
Savings	$	3,471		$	3,689		$	4,397		$	4,617		$	4,764			(6	)%		(27	)%
Other interest-bearing deposits		817			1,013			1,145			1,268			1,455			(19	)%		(44	)%
Time deposits		4,013			4,064			4,217			4,639			5,169			(1	)%		(22	)%

Total interest-bearing core deposits		8,301			8,766			9,759			10,524			11,388			(5	)%		(27	)%
Certificates of deposit $100,000 and more		1,658			1,550			1,561			1,725			1,975			7	%		(16	)%
Federal funds purchased		716			777			932			985			929			(8	)%		(23	)%
Securities sold under agreements to repurchase		148			134			268			211			167			10	%		(11	)%
Capital markets trading liabilities		3,632			3,354			3,196			2,536			2,556			8	%		42	%
Other short-term borrowings		239			245			106			132			347			(2	)%		(31	)%
Term borrowings		9,078			9,146			9,195			9,488			9,689			(1	)%		(6	)%

Interest expense		23,772			23,972			25,017			25,601			27,051			(1	)%		(12	)%

Net interest income - tax equivalent basis		160,732			161,932			163,169			172,440			175,217			(1	)%		(8	)%
Fully taxable equivalent adjustment		(1,894	)		(1,913	)		(1,787	)		(1,842	)		(1,752	)		1	%		(8	)%

Net interest income	$	158,838		$	160,019		$	161,382		$	170,598		$	173,465			(1	)%		(8	)%

NM - Not meaningful

*	Amount is less than one percent.

(a)	Net interest income adjusted to a FTE basis.

(b)	Includes loans on nonaccrual status.

(c)	3Q13 and 2Q13 driven by negative market rates on reverse repurchase agreements.

FHN CONSOLIDATED AVERAGE BALANCE SHEET: YIELDS AND RATES

Quarterly, Unaudited


	3Q13			2Q13			1Q13			4Q12			3Q12
Assets:
Earning assets (a):
Loans, net of unearned income:
Commercial loans		3.69	%		3.68	%		3.70	%		3.83	%		3.81	%
Retail loans		4.06			4.12			4.16			4.18			4.30

Total loans, net of unearned income (b)		3.85			3.86			3.89			3.98			4.01

Loans held-for-sale		3.23			3.26			3.57			3.70			3.68
Investment securities:
U.S. treasuries		0.09			0.11			0.07			0.10			0.11
U.S. government agencies		2.56			2.51			2.63			2.82			3.01
States and municipalities		0.55			0.65			0.59			0.13			1.44
Other		4.20			4.23			4.30			4.49			4.22

Total investment securities		2.63			2.58			2.70			2.88			3.04

Capital markets securities inventory		2.91			2.59			2.41			2.42			2.69
Mortgage banking trading securities		10.36			11.02			11.19			11.34			11.31
Other earning assets:
Federal funds sold		1.01			0.99			1.02			1.02			1.00
Securities purchased under agreements to resell (c)		(0.11	)		(0.11	)		0.02			0.08			0.07
Interest-bearing cash		0.21			0.20			0.23			0.22			0.20

Total other earning assets		0.07			0.03			0.13			0.16			0.15

Interest income/total earning assets		3.41	%		3.40	%		3.40	%		3.55	%		3.64	%

Liabilities:
Interest-bearing liabilities:
Interest-bearing deposits:
Savings		0.20	%		0.23	%		0.27	%		0.28	%		0.31	%
Other interest-bearing deposits		0.09			0.11			0.13			0.15			0.17
Time deposits		1.55			1.63			1.70			1.78			1.89

Total interest-bearing core deposits		0.29			0.32			0.35			0.38			0.43
Certificates of deposit $100,000 and more		1.11			1.15			1.23			1.33			1.38
Federal funds purchased		0.25			0.25			0.26			0.25			0.26
Securities sold under agreements to repurchase		0.13			0.11			0.19			0.18			0.17
Capital markets trading liabilities		2.41			1.87			1.66			1.69			1.87
Other short-term borrowings		0.39			0.19			0.21			0.19			0.14
Term borrowings (d)		2.03			1.82			1.66			1.69			1.70

Interest expense/total interest-bearing liabilities		0.58			0.58			0.59			0.61			0.64

Net interest spread		2.83	%		2.82	%		2.81	%		2.94	%		3.00	%
Effect of interest-free sources used to fund earning assets		0.14			0.14			0.14			0.15			0.15

Net interest margin		2.97	%		2.96	%		2.95	%		3.09	%		3.15	%

Yields are adjusted to a FTE basis. Refer to the Non-GAAP to GAAP Reconciliation on page 27 for reconciliation of net interest income (GAAP) to net interest income adjusted for impact of FTE (non-GAAP).

(a)	Earning assets yields are expressed net of unearned income.

(b)	Includes loans on nonaccrual status.

(c)	3Q13 and 2Q13 driven by negative market rates on reverse repurchase agreements.

(d)	Rates are expressed net of unamortized debenture cost for term borrowings.

FHN CHARGES FOR RESTRUCTURING, REPOSITIONING, & EFFICIENCY INITIATIVES

Quarterly, Unaudited


(Thousands)	3Q13			2Q13			1Q13			4Q12			3Q12
By Income Statement Impact
Noninterest income
Mortgage banking (a)	$	(2,192	)	$	—		$	—		$	(348	)	$	—
Gain on divestiture		115			—			—			—			—
Noninterest expense
Employee compensation, incentives, and benefits (b)		1,160			641			819			18,128			2,730
Occupancy		38			(60	)		438			180			41
All other expense		369			—			—			17			—

Total loss before income taxes		(3,644	)		(581	)		(1,257	)		(18,673	)		(2,771	)
Income from discontinued operations (c)		250			—			735			—			180

Net impact resulting from restructuring, repositioning, and efficiency initiatives	$	(3,394	)	$	(581	)	$	(522	)	$	(18,673	)	$	(2,591	)

(a)	3Q13 reflects estimated costs for obligations associated with the agreement to sell servicing; 4Q12 reflects adjustment due to contingencies associated with prior mortgage servicing sales.

(b)	Includes severance associated with the Voluntary Separation Program (“VSP”) during 1Q13 and 4Q12.

(c)	Includes amounts related to Msaver, First Horizon Insurance, and Highland Capital.

FHN MORTGAGE SERVICING RIGHTS

Quarterly, Unaudited


																3Q13 Changes vs.
(Thousands)	3Q13			2Q13			1Q13			4Q12			3Q12			2Q13			3Q12
First Liens
Fair value beginning balance	$	111,076		$	106,191		$	111,314		$	117,440		$	126,085
Reductions due to loan payments		(5,989	)		(5,617	)		(5,374	)		(5,592	)		(6,050	)
Reductions due to exercise of cleanup calls		—			—			(495	)		—			(494	)
Changes in fair value due to:
Changes in valuation model inputs or assumptions (a) (b)		8,937			10,496			834			(569	)		(2,107	)
Other changes in fair value		(7	)		6			(88	)		35			6

Fair value ending balance	$	114,017		$	111,076		$	106,191		$	111,314		$	117,440			3	%		(3	)%

Second Liens
Fair value beginning balance	$	172		$	193		$	196		$	205		$	215
Reductions due to loan payments		(6	)		(21	)		(48	)		(9	)		(10	)
Changes in fair value due to:
Other changes in fair value		—			—			45			—			—

Fair value ending balance	$	166		$	172		$	193		$	196		$	205			(3	)%		(19	)%

HELOC
Fair value beginning balance	$	2,605		$	2,718		$	2,801		$	2,892		$	2,991
Reductions due to loan payments		(104	)		(113	)		(125	)		(91	)		(102	)
Changes in fair value due to:
Other changes in fair value		2			—			42			—			3

Fair value ending balance	$	2,503		$	2,605		$	2,718		$	2,801		$	2,892			(4	)%		(13	)%

Total Consolidated
Fair value beginning balance	$	113,853		$	109,102		$	114,311		$	120,537		$	129,291
Reductions due to loan payments		(6,099	)		(5,751	)		(5,547	)		(5,692	)		(6,162	)
Reductions due to exercise of cleanup calls		—			—			(495	)		—			(494	)
Changes in fair value due to:
Changes in valuation model inputs or assumptions (a) (b)		8,937			10,496			834			(569	)		(2,107	)
Other changes in fair value		(5	)		6			(1	)		35			9

Fair value ending balance	$	116,686		$	113,853		$	109,102		$	114,311		$	120,537			2	%		(3	)%

(a)	Principally reflects changes in discount rates and prepayment speed assumptions, mostly due to changes in interest rates.

(b)	In 3Q13, FHN agreed to sell substantially all its remaining legacy mortgage servicing. FHN used the price in the definitive agreement, as adjusted for the portion of pricing that was not specific to MSR and excess interest, as a third-party pricing source in the valuation of these assets.

FHN BUSINESS SEGMENT HIGHLIGHTS

Quarterly, Unaudited


																3Q13 Changes vs.
(Thousands)	3Q13			2Q13			1Q13			4Q12			3Q12			2Q13			3Q12
Regional Banking
Net interest income	$	148,511		$	147,324		$	146,068		$	153,889		$	151,136			1	%		(2	)%
Noninterest income		63,884			61,900			59,144			64,074			64,235			3	%		(1	)%

Total revenues		212,395			209,224			205,212			217,963			215,371			2	%		(1	)%
Provision/(provision credit) for loan losses		5,159			13,201			(2,485	)		(1,227	)		2,927			(61	)%		76	%
Noninterest expense		131,438			128,948			130,337			144,031			141,576			2	%		(7	)%

Income before income taxes		75,798			67,075			77,360			75,159			70,868			13	%		7	%
Provision for income taxes		27,359			24,051			28,100			27,290			25,727			14	%		6	%

Net income	$	48,439		$	43,024		$	49,260		$	47,869		$	45,141			13	%		7	%

Capital Markets
Net interest income	$	3,756		$	4,031		$	3,900		$	4,248		$	4,753			(7	)%		(21	)%
Noninterest income		64,115			68,199			76,612			72,432			80,817			(6	)%		(21	)%

Total revenues		67,871			72,230			80,512			76,680			85,570			(6	)%		(21	)%
Noninterest expense		58,036			59,926			61,669			57,541			64,602			(3	)%		(10	)%

Income before income taxes		9,835			12,304			18,843			19,139			20,968			(20	)%		(53	)%
Provision for income taxes		3,703			4,586			7,143			7,182			7,899			(19	)%		(53	)%

Net income	$	6,132		$	7,718		$	11,700		$	11,957		$	13,069			(21	)%		(53	)%

Corporate
Net interest income/(expense)	$	(10,333	)	$	(9,963	)	$	(8,621	)	$	(8,998	)	$	(6,096	)		(4	)%		(70	)%
Noninterest income		6,558			3,811			7,855			6,015			7,904			72	%		(17	)%

Total revenues		(3,775	)		(6,152	)		(766	)		(2,983	)		1,808			39	%		NM
Noninterest expense (a)		21,584			17,070			17,585			36,109			21,538			26	%			*

Loss before income taxes		(25,359	)		(23,222	)		(18,351	)		(39,092	)		(19,730	)		(9	)%		(29	)%
Benefit for income taxes		(16,024	)		(15,201	)		(11,518	)		(37,944	)		(13,632	)		(5	)%		(18	)%

Net loss	$	(9,335	)	$	(8,021	)	$	(6,833	)	$	(1,148	)	$	(6,098	)		(16	)%		(53	)%

Non-Strategic
Net interest income	$	16,904		$	18,627		$	20,035		$	21,459		$	23,672			(9	)%		(29	)%
Noninterest income		15,918			8,722			12,816			3,922			10,582			83	%		50	%

Total revenues		32,822			27,349			32,851			25,381			34,254			20	%		(4	)%
Provision for loan losses		4,841			1,799			17,485			16,227			37,073			NM			(87	)%
Noninterest expense		222,498			21,464			30,949			33,680			35,453			NM			NM

Income/(loss) before income taxes		(194,517	)		4,086			(15,583	)		(24,526	)		(38,272	)		NM			NM
Provision/(benefit) for income taxes		(46,132	)		1,572			(5,995	)		(9,442	)		(14,734	)		NM			NM

Income/(loss) from continuing operations		(148,385	)		2,514			(9,588	)		(15,084	)		(23,538	)		NM			NM
Income/(loss) from discontinued operations, net of tax		123			1			430			(12	)		108			NM			14	%

Net income/(loss)	$	(148,262	)	$	2,515		$	(9,158	)	$	(15,096	)	$	(23,430	)		NM			NM

Total Consolidated
Net interest income	$	158,838		$	160,019		$	161,382		$	170,598		$	173,465			(1	)%		(8	)%
Noninterest income		150,475			142,632			156,427			146,443			163,538			5	%		(8	)%

Total revenues		309,313			302,651			317,809			317,041			337,003			2	%		(8	)%
Provision for loan losses		10,000			15,000			15,000			15,000			40,000			(33	)%		(75	)%
Noninterest expense		433,556			227,408			240,540			271,361			263,169			91	%		65	%

Income/(loss) before income taxes		(134,243	)		60,243			62,269			30,680			33,834			NM			NM
Provision/(benefit) for income taxes		(31,094	)		15,008			17,730			(12,914	)		5,260			NM			NM

Income/(loss) from continuing operations		(103,149	)		45,235			44,539			43,594			28,574			NM			NM
Income/(loss) from discontinued operations, net of tax		123			1			430			(12	)		108			NM			14	%

Net income/(loss)	$	(103,026	)	$	45,236		$	44,969		$	43,582		$	28,682			NM			NM

NM	- Not meaningful

*	Amount is less than one percent.

(a)	4Q12 includes $18.3 million related to Restructuring, Repositioning, and Efficiency initiatives, primarily severance related costs associated with the VSP.

FHN REGIONAL BANKING

Quarterly, Unaudited


																3Q13 Changes vs.
	3Q13			2Q13			1Q13			4Q12			3Q12			2Q13			3Q12
Income Statement (thousands)
Net interest income	$	148,511		$	147,324		$	146,068		$	153,889		$	151,136			1	%		(2	)%
Provision/(provision credit) for loan losses		5,159			13,201			(2,485	)		(1,227	)		2,927			(61	)%		76	%
Noninterest income:
NSF / Overdraft fees (a)		11,660			10,250			10,031			13,586			13,038			14	%		(11	)%
Cash management fees		8,760			9,133			9,330			9,092			8,915			(4	)%		(2	)%
Debit card income		2,782			2,737			2,534			2,437			2,670			2	%		4	%
Other		5,126			5,183			4,909			4,912			4,770			(1	)%		7	%

Total deposit transactions and cash management		28,328			27,303			26,804			30,027			29,393			4	%		(4	)%
Brokerage, management fees and commissions		10,868			10,540			9,348			8,979			8,700			3	%		25	%
Trust services and investment management		6,665			6,966			6,343			5,995			6,071			(4	)%		10	%
Bankcard income		5,090			5,051			4,691			5,556			5,029			1	%		1	%
Other service charges		3,451			3,255			2,873			2,951			3,060			6	%		13	%
Miscellaneous revenue		9,482			8,785			9,085			10,566			11,982			8	%		(21	)%

Total noninterest income		63,884			61,900			59,144			64,074			64,235			3	%		(1	)%

Noninterest expense:
Employee compensation, incentives, and benefits		51,952			50,679			50,590			51,014			50,526			3	%		3	%
Other (b)		79,486			78,269			79,747			93,017			91,050			2	%		(13	)%

Total noninterest expense		131,438			128,948			130,337			144,031			141,576			2	%		(7	)%

Income before income taxes	$	75,798		$	67,075		$	77,360		$	75,159		$	70,868			13	%		7	%

Efficiency ratio (c)		61.88	%		61.63	%		63.51	%		66.08	%		65.74	%

Balance Sheet (millions)
Average loans	$	12,184		$	12,225		$	12,237		$	12,397		$	12,221				*			*
Average other earning assets		54			53			53			58			69			2	%		(22	)%
Total average earning assets		12,238			12,278			12,290			12,455			12,290				*			*
Average core deposits		14,484			14,624			14,560			14,445			14,295			(1	)%		1	%
Average other deposits		595			542			517			515			570			10	%		4	%
Total average deposits		15,079			15,166			15,077			14,960			14,865			(1	)%		1	%
Total period-end deposits		14,862			15,562			15,225			15,142			14,783			(4	)%		1	%
Total period-end assets (d)		12,908			13,495			12,844			13,754			13,246			(4	)%		(3	)%

Net interest margin (e)		4.88	%		4.87	%		4.87	%		4.97	%		4.95	%
Net interest spread		3.49			3.46			3.46			3.53			3.54
Loan yield		3.74			3.72			3.75			3.83			3.88
Deposit average yield		0.25			0.26			0.29			0.30			0.34

Key Statistics
Financial center locations (f)		182			183			171			171			173			(1	)%		5	%

*	Amount is less than one percent.

(a)	1Q13 decline primarily attributable to seasonality in NSF fees.

(b)	1Q13 decrease largely attributable to a decline in allocated Pension expense resulting from the freeze of the pension plans on December 31, 2012.

(c)	Noninterest expense divided by total revenue.

(d)	2Q13 balance has been re-presented due to purchase accounting adjustments made in 3Q13.

(e)	Net interest margin is computed using total net interest income adjusted for FTE. Refer to the Non-GAAP to GAAP Reconciliation on page 27 of this supplement.

(f)	2Q13 increase of 12 branches is related to the MNB acquisition.

FHN CAPITAL MARKETS

Quarterly, Unaudited


																3Q13 Changes vs.
	3Q13			2Q13			1Q13			4Q12			3Q12			2Q13			3Q12
Income Statement (thousands)
Net interest income	$	3,756		$	4,031		$	3,900		$	4,248		$	4,753			(7	)%		(21	)%
Noninterest income:
Fixed income		54,428			58,535			67,953			65,560			74,488			(7	)%		(27	)%
Other		9,687			9,664			8,659			6,872			6,329				*		53	%

Total noninterest income		64,115			68,199			76,612			72,432			80,817			(6	)%		(21	)%
Noninterest expense		58,036			59,926			61,669			57,541			64,602			(3	)%		(10	)%

Income before income taxes	$	9,835		$	12,304		$	18,843		$	19,139		$	20,968			(20	)%		(53	)%

Efficiency ratio (a)		85.51	%		82.97	%		76.60	%		75.04	%		75.50	%
Fixed income average daily revenue	$	850		$	915		$	1,133		$	1,093		$	1,182			(7	)%		(28	)%

Balance Sheet (millions)
Average trading inventory	$	1,156		$	1,310		$	1,309		$	1,250		$	1,190			(12	)%		(3	)%
Average other earning assets		604			714			770			618			576			(15	)%		5	%
Total average earning assets		1,760			2,024			2,079			1,868			1,766			(13	)%			*
Total period-end assets		2,609			2,577			2,956			2,466			2,848			1	%		(8	)%

Net interest margin (b)		0.88	%		0.82	%		0.76	%		0.95	%		1.12	%

*	Amount is less than one percent.

(a)	Noninterest expense divided by total revenue.

(b)	Net interest margin is computed using total net interest income adjusted for FTE. Refer to the Non-GAAP to GAAP Reconciliation on page 27 of this supplement.

FHN CORPORATE

Quarterly, Unaudited


																3Q13 Changes vs.
	3Q13			2Q13			1Q13			4Q12			3Q12			2Q13			3Q12
Income Statement (thousands)
Net interest income/(expense)	$	(10,333	)	$	(9,963	)	$	(8,621	)	$	(8,998	)	$	(6,096	)		(4	)%		(70	)%
Noninterest income		6,690			4,174			7,825			6,015			7,904			60	%		(15	)%
Securities gains/(losses), net		(132	)		(363	)		30			—			—			64	%		NM
Noninterest expense (a)		21,584			17,070			17,585			36,109			21,538			26	%			*

Loss before income taxes	$	(25,359	)	$	(23,222	)	$	(18,351	)	$	(39,092	)	$	(19,730	)		(9	)%		(29	)%

Average Balance Sheet (millions)
Average loans	$	196		$	217		$	226		$	189		$	183			(10	)%		7	%
Total earning assets	$	3,900		$	3,802		$	3,959		$	3,751		$	3,735			3	%		4	%
Net interest margin (b)		(1.03	)%		(1.06	)%		(.92	)%		(.94	)%		(.63	)%

NM - Not meaningful

*	Amount is less than one percent.

(a)	4Q12 includes $18.3 million related to Restructuring, Repositioning, and Efficiency initiatives, primarily severance related costs associated with the VSP.

(b)	Net interest margin is computed using total net interest income adjusted for FTE. Refer to the Non-GAAP to GAAP Reconciliation on page 27 of this supplement.

FHN NON-STRATEGIC

Quarterly, Unaudited


																3Q13 Changes vs.
	3Q13			2Q13			1Q13			4Q12			3Q12			2Q13			3Q12
Income Statement (thousands)
Net interest income	$	16,904		$	18,627		$	20,035		$	21,459		$	23,672			(9	)%		(29	)%
Noninterest income:
Mortgage warehouse valuation		(1,441	)		(2,454	)		259			(1,850	)		(3,470	)		41	%		58	%
Service fees		10,854			12,266			12,145			12,967			13,778			(12	)%		(21	)%
Change in MSR value - runoff		(5,989	)		(5,616	)		(5,375	)		(5,592	)		(6,049	)		(7	)%		1	%
Net hedging results (a)		12,935			1,358			1,982			2,097			4,486			NM			NM
Miscellaneous revenue (b)		(441	)		3,164			3,811			1,000			1,837			NM			NM

Total noninterest income		15,918			8,718			12,822			8,622			10,582			83	%		50	%
Securities gains/(losses), net (c)		—			4			(6	)		(4,700	)		—			NM			NM
Noninterest expense:
Repurchase and foreclosure provision		200,000			—			—			—			—			NM			NM
Other expenses		22,498			21,464			30,949			33,680			35,453			5	%		(37	)%

Total noninterest expense		222,498			21,464			30,949			33,680			35,453			NM			NM
Provision for loan losses (d)		4,841			1,799			17,485			16,227			37,073			NM			(87	)%

Income/(loss) before income taxes	$	(194,517	)	$	4,086		$	(15,583	)	$	(24,526	)	$	(38,272	)		NM			NM

Average Balance Sheet (millions)
Loans	$	3,272		$	3,451		$	3,634		$	3,817		$	4,008			(5	)%		(18	)%
Loans held-for-sale		349			360			354			344			333			(3	)%		5	%
Trading securities		16			16			17			19			20			*			(20	)%
Mortgage servicing rights		113			108			113			118			126			5	%		(10	)%
Other assets		237			232			257			266			286			2	%		(17	)%
Total assets		3,987			4,167			4,375			4,564			4,773			(4	)%		(16	)%
Net interest margin (e)		1.85	%		1.94	%		2.00	%		2.04	%		2.16	%
Efficiency ratio (f)		NM			78.49	%		94.19	%		111.96	%		103.50	%

Mortgage Warehouse - Period-end (millions)
Ending warehouse balance (loans held-for-sale)	$	346		$	358		$	362		$	353		$	339			(3	)%		2	%

Key Servicing Metrics (g)
Ending servicing portfolio (millions) (h)	$	15,033		$	16,025		$	17,055		$	18,071		$	19,149			(6	)%		(21	)%
Average servicing portfolio (millions) (h)		15,507			16,537			17,560			18,607			19,728			(6	)%		(21	)%
Average number of loans serviced (h)		92,054			98,972			104,874			110,175			115,987			(7	)%		(21	)%

Portfolio Product Mix (average)
GNMA (Ginnie)		2	%		2	%		2	%		2	%		2	%
FNMA/FHLMC (Fannie/Freddie)		29			30			31			32			33
Private		61			60			60			59			59

Sub-total		92			92			93			93			94
FHN permanent mortgage portfolio and warehouse		8			8			7			7			6

Total		100	%		100	%		100	%		100	%		100	%

Other Portfolio Statistics
Servicing cost per loan (annualized) (i)	$	296.05		$	282.18		$	294.41		$	279.08		$	288.21
Servicing book value (bps) (j) (k)		83			75			69			68			68
90+ delinquency rate, excluding foreclosures (l)		11.09	%		11.20	%		11.20	%		10.89	%		10.61	%

NM - Not meaningful

*	Amount is less than one percent.

(a)	3Q13 increase driven by the mark to the terms of the agreement to sell servicing.

(b)	3Q13 includes a $2.2 million negative adjustment made as a result of estimated costs for obligations associated with the agreement to sell servicing; 2Q13 and 1Q13 include a gain of $1.0 million and $2.4 million, respectively, from a LOCOM reversal associated with a TRUP loan payoff.

(c)	4Q12 includes a $4.7 million negative valuation adjustment related to an equity investment.

(d)	3Q12 increase largely associated with the implementation of regulatory guidance related to discharged bankruptcies.

(e)	Net interest margin is computed using total net interest income adjusted for FTE. Refer to the Non-GAAP to GAAP Reconciliation on page 27 of this supplement.

(f)	Noninterest expense divided by total revenue excluding securities gains/(losses).

(g)	Includes servicing of first liens, second liens, and HELOCs.

(h)	Includes mortgage loans serviced from FHN’s legacy mortgage banking business, legacy equity lending serviced for others, and mortgage loans in portfolio and warehouse. Excludes UPB of loans transferred that did not qualify for sales treatment.

(i)	Calculated based on fees charged by subservicer divided by average number of loans serviced during the quarter.

(j)	Includes MSR and mortgage trading securities divided by total servicing portfolio.

(k)	For purposes of this calculation, MSR excludes servicing transferred that did not qualify for sales treatment due to certain recourse provisions.

(l)	Excludes delinquent second liens and HELOCs.

FHN CAPITAL HIGHLIGHTS

Quarterly, Unaudited


																3Q13 Changes vs.
(Thousands)	3Q13			2Q13			1Q13			4Q12			3Q12			2Q13			3Q12
Tier 1 capital (a) (b)	$	2,555,141		$	2,712,399		$	2,738,558		$	2,640,776		$	2,641,392			(6	)%		(3	)%
Tier 2 capital (a)		449,573			464,244			511,340			571,232			570,429			(3	)%		(21	)%

Total capital (a) (b)	$	3,004,714		$	3,176,643		$	3,249,898		$	3,212,008		$	3,211,821			(5	)%		(6	)%

Risk weighted assets (“RWA”) (a)	$	19,275,100		$	20,460,353		$	20,231,850		$	20,153,430		$	20,082,979			(6	)%		(4	)%
Tier 1 ratio (a)		13.26	%		13.26	%		13.54	%		13.10	%		13.15	%
Tier 2 ratio (a)		2.33	%		2.27	%		2.52	%		2.84	%		2.84	%

Total capital ratio (a)		15.59	%		15.53	%		16.06	%		15.94	%		15.99	%

Tier 1 common ratio to risk weighted assets (a) (c)		10.19	%		10.37	%		10.62	%		10.65	%		10.69	%
Leverage ratio (a)		10.60			11.07			10.97			10.63			10.58
Total equity to total assets		10.06			10.13			10.33			9.83			9.84
Adjusted tangible common equity to risk weighted assets (“TCE/RWA”) (a) (c) (d) (e)		9.69			9.69			9.91			9.93			10.03
Tangible common equity/tangible assets
(“TCE/TA”) (c) (e) (f)		7.82			7.98			8.21			8.11			8.13

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

(a)	Current quarter is an estimate.

(b)	All quarters presented include $200 million of tier 1 qualifying trust preferred securities.

(c)	Refer to the Non-GAAP to GAAP Reconciliation on page 27 of this financial supplement.

(d)	See Glossary of Terms for definition of ratio.

(e)	2Q13 amount has been re-presented due to purchase accounting adjustments made in 3Q13.

(f)	Calculated using period-end balances.

FHN ASSET QUALITY: CONSOLIDATED

Quarterly, Unaudited


																3Q13 Changes vs.
(Thousands)	3Q13			2Q13			1Q13			4Q12			3Q12			2Q13			3Q12
Allowance for Loan Losses Walk-Forward
Beginning reserve	$	261,934		$	265,218		$	276,963		$	281,744		$	321,051			(1	)%		(18	)%
Provision (a)		10,000			15,000			15,000			15,000			40,000			(33	)%		(75	)%
Charge-offs (b) (c)		(26,046	)		(30,272	)		(36,100	)		(31,177	)		(87,022	)		14	%		70	%
Recoveries		9,822			11,988			9,355			11,396			7,715			(18	)%		27	%

Ending balance (Restricted - $3.2 million) (d)	$	255,710		$	261,934		$	265,218		$	276,963		$	281,744			(2	)%		(9	)%

Reserve for unfunded commitments		2,956			2,976			3,439			4,145			4,572			(1	)%		(35	)%
Total allowance for loan losses plus reserve for unfunded commitments	$	258,666		$	264,910		$	268,657		$	281,108		$	286,316			(2	)%		(10	)%

Allowance for Loan Losses
Regional Banking	$	125,440		$	124,627		$	120,161		$	128,210		$	142,060			1	%		(12	)%
Non-Strategic		130,270			137,307			145,057			148,753			139,684			(5	)%		(7	)%
Corporate (e)		NM			NM			NM			NM			NM			NM			NM

Total allowance for loan losses	$	255,710		$	261,934		$	265,218		$	276,963		$	281,744			(2	)%		(9	)%

Nonperforming Assets
Regional Banking
Nonperforming loans (f)	$	118,507		$	135,902		$	124,824		$	131,834		$	152,477			(13	)%		(22	)%
Foreclosed real estate (g) (h) (i)		33,594			34,561			13,142			13,726			16,000			(3	)%		NM

Total Regional Banking (i)	$	152,101		$	170,463		$	137,966		$	145,560		$	168,477			(11	)%		(10	)%

Non-Strategic
Nonperforming loans (f)	$	164,534		$	173,705		$	129,240		$	133,286		$	150,635			(5	)%		9	%
Nonperforming loans held-for-sale before fair value adjustments (j)		143,972			140,790			129,730			110,567			94,265			2	%		53	%
Foreclosed real estate (g)		16,437			16,781			19,513			28,041			34,589			(2	)%		(52	)%

Total Non-Strategic	$	324,943		$	331,276		$	278,483		$	271,894		$	279,489			(2	)%		16	%

Corporate
Nonperforming loans	$	5,001		$	4,526		$	1,936		$	1,915		$	2,426			10	%		NM

Total nonperforming assets (i) (k)	$	482,045		$	506,265		$	418,385		$	419,369		$	450,392			(5	)%		7	%

Net Charge-Offs
Regional Banking	$	4,347		$	8,735		$	5,564		$	12,623		$	16,927			(50	)%		(74	)%
Non-Strategic		11,877			9,549			21,181			7,158			62,380			24	%		(81	)%

Total net charge-offs (b) (c)	$	16,224		$	18,284		$	26,745		$	19,781		$	79,307			(11	)%		(80	)%

Consolidated Key Ratios (l)
NPL % (f)		1.87	%		1.94	%		1.61	%		1.60	%		1.85	%
NPA % (f) (h)		2.19			2.25			1.81			1.84			2.15
Net charge-offs % (b) (c)		0.41			0.46			0.67			0.48			1.92
Allowance / loans		1.66			1.62			1.67			1.66			1.71
Allowance / NPL		0.89	x		0.83	x		1.04	x		1.04	x		0.92	x
Allowance / NPA		0.76	x		0.72	x		0.92	x		0.90	x		0.79	x
Allowance / charge-offs (b) (c)		3.97	x		3.57	x		2.45	x		3.52	x		0.89	x

Other
Loans past due 90 days or more (m)		80,923		$	73,027		$	87,177		$	86,017		$	82,953			11	%		(2	)%
Guaranteed portion (m)		41,945			38,123			40,117			36,633			35,397			10	%		18	%
Foreclosed real estate from government insured loans		21,596			18,560			22,017			18,923			20,190			16	%		7	%
Period-end loans, net of unearned income (millions) (i)		15,409			16,198			15,890			16,709			16,524			(5	)%		(7	)%
Remaining unfunded commitments (millions)		9,049			8,425			8,487			7,993			7,891			7	%		15	%

NM - Not meaningful

*	Amount is less than one percent.

(a)	3Q12 includes approximately $30 million of loan loss provision associated with the implementation of regulatory guidance related to discharged bankruptcies.

(b)	4Q12 charge-offs reflect lower loss estimate for discharged bankruptcies based on the loan-level data obtained from new appraisals in fourth quarter.

(c)	3Q12 includes approximately $40 million of charge-offs associated with the implementation of regulatory guidance related to discharged bankruptcies.

(d)	Restricted balances parenthetically presented are as of September 30, 2013.

(e)	The valuation adjustment taken upon exercise of clean-up calls includes expected losses.

(f)	2Q13 NPLs increased largely due to the impact of placing second liens on nonaccrual based on 3rd party data obtained on the performance status of non-FHN serviced first liens.

(g)	Excludes foreclosed real estate from government-insured mortgages.

(h)	3Q13 and 2Q13 includes approximately $21 million and $23 million respectively, of MNB foreclosed real estate.

(i)	2Q13 balance has been re-presented due to purchase accounting adjustments made in 3Q13.

(j)	The average negative fair value mark was approximately 53% of unpaid principal balance as of 3Q13.

(k)	3Q13 and 2Q13 includes approximately $65 million and $62 million respectively, of second liens on nonaccrual behind first liens with performance issues.

(l)	See Glossary of Terms for definitions of Consolidated Key Ratios.

(m)	Includes loans held-for-sale.

FHN ASSET QUALITY: CONSOLIDATED

Quarterly, Unaudited


																3Q13 Changes vs.
	3Q13			2Q13			1Q13			4Q12			3Q12			2Q13			3Q12
Key Portfolio Details
C&I
Period-end loans ($ millions) (a)	$	7,747		$	8,368		$	8,091		$	8,797		$	8,466			(7	)%		(8	)%

30+ Delinq. % (b)		0.11	%		0.13	%		0.17	%		0.22	%		0.30	%
NPL %		1.33			1.45			1.40			1.39			1.78
Charge-offs % (qtr. annualized)		0.08			0.14			0.10			0.24			0.25

Allowance / loans %		1.18	%		1.12	%		1.06	%		1.09	%		1.26	%
Allowance / charge-offs		14.16	x		8.34	x		10.94	x		4.84	x		5.17	x

Commercial Real Estate
Period-end loans ($ millions) (c)	$	1,174		$	1,219		$	1,117		$	1,168		$	1,230			(4	)%		(5	)%

30+ Delinq. % (b)		0.60	%		0.54	%		0.42	%		0.39	%		0.26	%
NPL %		2.13			2.74			3.46			3.90			5.18
Charge-offs % (qtr. annualized)		NM			NM			0.26			0.07			1.00

Allowance / loans % (d)		0.94	%		1.14	%		1.36	%		1.71	%		2.22	%
Allowance / charge-offs		NM			NM			5.08	x		23.76	x		2.14	x

Consumer Real Estate
Period-end loans ($ millions)	$	5,458		$	5,549		$	5,590		$	5,689		$	5,736			(2	)%		(5	)%

30+ Delinq. % (b)		1.05	%		1.10	%		1.21	%		1.36	%		1.46	%
NPL % (e)		2.23			2.15			1.21			1.13			0.96
Charge-offs % (qtr. annualized) (f) (g)		0.87			0.96			1.33			0.68			4.54

Allowance / loans %		2.21	%		2.18	%		2.35	%		2.27	%		2.02	%
Allowance / charge-offs (f) (g)		2.54	x		2.26	x		1.75	x		3.31	x		0.44	x

Permanent Mortgage
Period-end loans ($ millions) (h)	$	698		$	746		$	793		$	766		$	806			(6	)%		(13	)%

30+ Delinq. % (b)		2.48	%		2.51	%		2.16	%		2.28	%		2.86	%
NPL %		5.30			5.14			4.37			4.27			4.22
Charge-offs % (qtr. annualized)		0.29			0.62			1.64			0.95			1.06

Allowance / loans %		3.66	%		3.63	%		3.21	%		3.26	%		3.17	%
Allowance / charge-offs		12.26	x		5.64	x		1.93	x		3.32	x		2.98	x

Credit Card and Other
Period-end loans ($ millions)	$	332		$	316		$	299		$	289		$	286			5	%		16	%

30+ Delinq. % (b)		1.11	%		1.00	%		1.25	%		1.45	%		1.43	%
NPL %		0.42			0.54			0.57			0.59			0.64
Charge-offs % (qtr. annualized)		2.61			2.22			3.25			4.00			3.37

Allowance / loans %		2.09	%		2.07	%		2.38	%		2.39	%		2.22	%
Allowance / charge-offs		0.82	x		0.97	x		0.75	x		0.60	x		0.68	x

NM - Not meaningful

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

(a)	2Q13 balance has been re-presented due to purchase accounting adjustments made in 3Q13.

(b)	30+ Delinquency % includes all accounts delinquent more than one month and still accruing interest.

(c)	2Q13 increase is related to MNB acquisition.

(d)	2Q13 decline is related to MNB loans that were acquired at fair value and that do not carry an allowance.

(e)	NPL levels affected by the impact of placing second liens on nonaccrual based on 3rd party data obtained on the performance status of non-FHN serviced first liens in 2Q13.

(f)	4Q12 charge-offs reflect favorable adjustment for lower loss estimate for discharged bankruptcies based on the loan-level data obtained from new appraisals in fourth quarter.

(g)	3Q12 includes the impact of charge-offs associated with the implementation of regulatory guidance related to discharged bankruptcies.

(h)	1Q13 increase relates to exercise of cleanup calls.

FHN ASSET QUALITY: REGIONAL BANKING

Quarterly, Unaudited


																3Q13 Changes vs.
	3Q13			2Q13			1Q13			4Q12			3Q12			2Q13			3Q12
Total Regional Banking
Period-end loans ($ millions) (a)	$	12,039		$	12,634		$	12,127		$	12,819		$	12,462			(5	)%		(3	)%

30+ Delinq. % (b)		0.35	%		0.31	%		0.36	%		0.38	%		0.45	%
NPL %		0.98			1.08			1.03			1.03			1.22
Charge-offs % (qtr. annualized)		0.14			0.29			0.18			0.41			0.55

Allowance / loans %		1.04	%		0.99	%		0.99	%		1.00	%		1.14	%
Allowance / charge-offs		7.27	x		3.56	x		5.32	x		2.55	x		2.11	x

Key Portfolio Details
C&I
Period-end loans ($ millions) (a)	$	7,254		$	7,865		$	7,580		$	8,262		$	7,929			(8	)%		(9	)%

30+ Delinq. % (b)		0.12	%		0.13	%		0.17	%		0.23	%		0.32	%
NPL %		0.92			0.96			0.89			0.85			0.97
Charge-offs % (qtr. annualized)		0.07			0.27			0.10			0.26			0.29

Allowance / loans %		1.06	%		0.99	%		0.92	%		0.95	%		1.05	%
Allowance / charge-offs		15.09	x		3.81	x		8.71	x		3.87	x		3.71	x

Commercial Real Estate
Period-end loans ($ millions) (c)	$	1,164		$	1,202		$	1,098		$	1,148		$	1,202			(3	)%		(3	)%

30+ Delinq. % (b)		0.61	%		0.55	%		0.43	%		0.40	%		0.27	%
NPL %		1.87			2.38			3.01			3.46			4.56
Charge-offs % (qtr. annualized)		NM			NM			0.34			0.35			1.08

Allowance / loans % (d)		0.88	%		1.03	%		1.25	%		1.60	%		2.09	%
Allowance / charge-offs		NM			NM			3.59	x		4.29	x		1.89	x

Consumer Real Estate
Period-end loans ($ millions)	$	3,291		$	3,253		$	3,152		$	3,121		$	3,047			1	%		8	%

30+ Delinq. % (b)		0.66	%		0.58	%		0.68	%		0.65	%		0.75	%
NPL % (e)		0.90			0.97			0.74			0.67			0.63
Charge-offs % (qtr. annualized) (f)		0.14			0.31			0.07			0.51			0.78

Allowance / loans %		0.95	%		0.87	%		0.96	%		0.81	%		0.91	%
Allowance / charge-offs (f)		6.84	x		2.85	x		13.36	x		1.59	x		1.18	x

Credit Card, Permanent Mortgage, and Other
Period-end loans ($ millions)	$	330		$	314		$	297		$	288		$	284			5	%		16	%

30+ Delinq. % (b)		1.29	%		1.14	%		1.40	%		1.45	%		1.40	%
NPL %		0.20			0.20			0.34			0.35			0.37
Charge-offs % (qtr. annualized)		2.52			2.03			2.94			3.42			2.92

Allowance / loans %		2.04	%		2.02	%		2.26	%		2.21	%		2.13	%
Allowance / charge-offs		0.83	x		1.03	x		0.79	x		0.65	x		0.75	x

ASSET QUALITY: CORPORATE
Permanent Mortgage
Period-end loans ($ millions) (g)	$	185		$	205		$	229		$	180		$	201			(10	)%		(8	)%

30+ Delinq. % (b)		2.05	%		1.83	%		2.55	%		1.83	%		2.12	%
NPL %		2.70			2.21			0.84			1.06			1.21
Charge-offs % (qtr. annualized)		NM			NM			NM			NM			NM

Allowance / loans %		NM			NM			NM			NM			NM
Allowance / charge-offs		NM			NM			NM			NM			NM

NM - Not meaningful

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

(a)	2Q13 balance has been re-presented due to purchase accounting adjustments made in 3Q13.

(b)	30+ Delinquency % includes all accounts delinquent more than one month and still accruing interest.

(c)	2Q13 increase is related to MNB acquisition.

(d)	2Q13 decline is related to MNB loans that were acquired at fair value and that do not carry an allowance.

(e)	NPL levels affected by the impact of placing second liens on nonaccrual based on 3rd party data obtained on the performance status of non-FHN serviced first liens in 2Q13.

(f)	3Q12 includes the impact of charge-offs associated with the implementation of regulatory guidance related to discharged bankruptcies.

(g)	1Q13 increase relates to exercise of cleanup calls.

FHN ASSET QUALITY: NON-STRATEGIC

Quarterly, Unaudited


																3Q13 Changes vs.
	3Q13			2Q13			1Q13			4Q12			3Q12			2Q13			3Q12
Total Non-Strategic
Period-end loans ($ millions)	$	3,185		$	3,359		$	3,534		$	3,710		$	3,861			(5	)%		(18	)%

30+ Delinq. % (a)		1.53	%		1.70	%		1.62	%		1.92	%		2.06	%
NPL % (b)		5.17			5.17			3.66			3.59			3.90
Charge-offs % (qtr. annualized)		1.44			1.11			2.36			0.75			6.19

Allowance / loans %		4.09	%		4.09	%		4.10	%		4.01	%		3.62	%
Allowance / charge-offs		2.76	x		3.58	x		1.69	x		5.22	x		0.56	x

Key Portfolio Details
C&I
Period-end loans ($ millions)	$	493		$	503		$	512		$	535		$	537			(2	)%		(8	)%

30+ Delinq. % (a)		0.04	%		0.04	%		0.08	%		—	%		*
NPL %		7.36			9.13			8.95			9.82			13.65
Charge-offs % (qtr. annualized)		0.27			NM			NM			NM			NM

Allowance / loans %		2.89	%		3.14	%		3.24	%		3.37	%		4.37	%
Allowance / charge-offs		10.61	x		NM			NM			NM			NM

Commercial Real Estate
Period-end loans ($ millions)	$	10		$	16		$	19		$	20		$	28			(38	)%		(64	)%

30+ Delinq. % (a)		—	%		—	%		—	%		—	%		0.02	%
NPL %		32.16			29.38			29.86			29.00			32.27
Charge-offs % (qtr. annualized)		1.74			NM			NM			NM			NM

Allowance / loans %		7.55	%		9.56	%		7.58	%		8.03	%		8.20	%
Allowance / charge-offs		2.93	x		NM			NM			NM			NM

Consumer Real Estate
Period-end loans ($ millions)	$	2,167		$	2,297		$	2,438		$	2,568		$	2,689			(6	)%		(19	)%

30+ Delinq. % (a)		1.64	%		1.84	%		1.89	%		2.23	%		2.26	%
NPL % (b)		4.26			3.84			1.83			1.69			1.34
Charge-offs % (qtr. annualized) (c) (d)		1.93			1.84			2.90			0.86			8.58

Allowance / loans %		4.13	%		4.03	%		4.15	%		4.04	%		3.28	%
Allowance / charge-offs (c) (d)		2.08	x		2.12	x		1.39	x		4.51	x		0.37	x

Permanent Mortgage
Period-end loans ($ millions)	$	499		$	527		$	548		$	569		$	588			(5	)%		(15	)%

30+ Delinq. % (a)		2.55	%		2.70	%		1.91	%		2.40	%		3.09	%
NPL %		6.28			6.31			5.78			5.23			5.20
Charge-offs % (qtr. annualized)		0.41			0.89			2.35			1.29			1.42

Allowance / loans %		5.07	%		5.10	%		4.62	%		4.36	%		4.32	%
Allowance / charge-offs		12.14	x		5.58	x		1.93	x		3.30	x		2.96	x

Other Consumer
Period-end loans ($ millions)	$	16		$	16		$	17		$	18		$	19			—	%		(16	)%

30+ Delinq. % (a)		1.63	%		1.99	%		2.26	%		2.82	%		3.59	%
NPL %		8.53			10.02			9.61			9.23			9.41
Charge-offs % (qtr. annualized)		2.12			3.72			5.44			9.49			6.92

Allowance / loans %		3.06	%		2.85	%		2.78	%		3.64	%		2.37	%
Allowance / charge-offs		1.41	x		0.75	x		0.50	x		0.38	x		0.35	x

NM - Not meaningful

*	Amount is less than one percent.

Certain

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

(a)	30+ Delinquency % includes all accounts delinquent more than one month and still accruing interest.

(b)	NPL levels affected by the impact of placing second liens on nonaccrual based on 3rd party data obtained on the performance status of non-FHN serviced first liens in 2Q13.

(c)	4Q12 charge-offs reflect favorable adjustment for lower loss estimate for discharged bankruptcies based on the loan-level data obtained from new appraisals in fourth quarter.

(d)	3Q12 includes the impact of charge-offs associated with the implementation of regulatory guidance related to discharged bankruptcies.

FHN ROLLFORWARDS OF NONPERFORMING LOANS AND ORE INVENTORY

Unaudited


(Millions)	3Q13			2Q13			1Q13			4Q12			3Q12
Commercial NPL Rollforward
Beginning NPLs	$	155		$	152		$	168		$	214		$	253
+ Additions		—			14			9			10			5
- Resolutions and payments		(25	)		(9	)		(22	)		(29	)		(18	)
- Net charge-offs		(2	)		(2	)		(2	)		(5	)		(8	)
- Transfer to ORE		—			—			(1	)		—			(2	)
- Upgrade to accrual		—			—			—			(22	)		(16	)

Ending NPLs	$	128		$	155		$	152		$	168		$	214


(Millions)	3Q13			2Q13			1Q13			4Q12			3Q12
ORE Inventory Rollforward (a)
Beginning balance	$	51.3		$	32.7		$	41.8		$	50.6		$	48.9
Valuation adjustments		(0.3	)		(1.9	)		(1.0	)		(1.5	)		(2.7	)

Adjusted balance		51.0			30.8			40.8			49.1			46.2
+ New ORE		4.5			4.0			1.2			7.5			11.9
+ Acquired ORE (b)		—			22.3			—			—			—
+ Capitalized expenses		—			—			—			0.1			0.2
Disposals:
- Single transactions		(5.5	)		(5.8	)		(9.3	)		(13.6	)		(7.7	)
- Bulk sales		—			—			—			(1.3	)		—

Ending balance	$	50.0		$	51.3		$	32.7		$	41.8		$	50.6

(a)	ORE excludes foreclosed assets related to government insured mortgages.

(b)	2Q13 balance has been re-presented due to purchase accounting adjustments made in 3Q13.

FHN: PORTFOLIO METRICS

Unaudited

C&I Portfolio: $7.7 Billion (50.3% of Total Loans) as of September 30, 2013


	% OS
General Corporate, Commercial, and Business Banking Loans		85	%
Loans to Mortgage Companies		9	%
Trust Preferred Loans		5	%
Bank Holding Company Loans		1	%

Consumer Real Estate (primarily Home Equity) Portfolio: $5.5 Billion (35.4% of Total Loans)


Origination LTV and FICO for Portfolio as of September 30, 2013	Loan-to-Value
(excludes whole loan insurance)	<=60%			>60% - <=80%			>80% - 90%			>90%
FICO score greater than or equal to 740		11	%		23	%		17	%		8	%
FICO score 720-739		2	%		4	%		4	%		2	%
FICO score 700-719		1	%		4	%		4	%		2	%
FICO score 660-699		2	%		4	%		4	%		3	%
FICO score 620-659		—	%		1	%		1	%		1	%
FICO score less than 620		—	%		1	%		—	%		1	%


Origination LTV and FICO for Portfolio - Regional Banking as of September 30, 2013	Loan-to-Value
(excludes whole loan insurance)	<=60%			>60% - <=80%			>80% - 90%			>90%
FICO score greater than or equal to 740		13	%		24	%		18	%		10	%
FICO score 720-739		1	%		4	%		3	%		2	%
FICO score 700-719		1	%		3	%		2	%		2	%
FICO score 660-699		1	%		4	%		3	%		2	%
FICO score 620-659		1	%		1	%		1	%		1	%
FICO score less than 620		1	%		1	%		1	%		1	%


Origination LTV and FICO for Portfolio - Non-Strategic as of September 30, 2013	Loan-to-Value
(excludes whole loan insurance)	<=60%			>60% - <=80%			>80% - 90%			>90%
FICO score greater than or equal to 740		8	%		22	%		15	%		5	%
FICO score 720-739		2	%		6	%		5	%		2	%
FICO score 700-719		2	%		6	%		6	%		2	%
FICO score 660-699		2	%		5	%		4	%		3	%
FICO score 620-659		—	%		1	%		1	%		1	%
FICO score less than 620		—	%		—	%		—	%		1	%

Consumer Real Estate Portfolio Detail:


			Origination Characteristics
Vintage	Balances ($B)		W/A Age (mo.)		CLTV			FICO			% TN			% 1st lien
pre-2003	$	0.1		142		78	%		705			44	%		32	%
2003	$	0.2		123		76	%		724			32	%		38	%
2004	$	0.5		110		80	%		724			21	%		27	%
2005	$	0.7		98		81	%		729			17	%		16	%
2006	$	0.6		87		78	%		732			21	%		16	%
2007	$	0.7		75		80	%		737			25	%		19	%
2008	$	0.3		64		75	%		745			71	%		51	%
2009	$	0.2		52		72	%		748			87	%		58	%
2010	$	0.3		38		81	%		750			92	%		74	%
2011	$	0.5		26		77	%		760			90	%		86	%
2012	$	0.9		15		76	%		763			89	%		91	%
2013	$	0.5		4		77	%		759			88	%		89	%
Total	$	5.5		62		78	%		743	(a)		54	%		50	%

(a)	743 average portfolio origination FICO; 736 weighted average portfolio FICO (refreshed).

Permanent Mortgage Portfolio: $.7 Billion (4.5% of Total Loans) (a) (b)


	Loan-to-Value
	<= 60%			>60% - <=80%			>80% - 90%			>90%
Origination LTV for Portfolio as of September 30, 2013 :		18	%		71	%		5	%		6	%

(a)	Documentation type: 71% full doc; 24% stated; 5% other.

(b)	Product type: 71% jumbo; 12% Alt A; 17% other.

FHN NON-GAAP TO GAAP RECONCILIATION

Quarterly, Unaudited


(Thousands)	3Q13			2Q13			1Q13			4Q12			3Q12
Tangible Common Equity (Non-GAAP)
(A) Total equity (GAAP) (a)	$	2,433,293		$	2,546,408		$	2,599,727		$	2,509,206		$	2,531,888
Less: Noncontrolling interest (a) (b)		295,431			295,431			295,257			295,165			295,165
Less: Preferred stock		95,624			95,624			95,624			—			—

(B) Total common equity	$	2,042,238		$	2,155,353		$	2,208,846		$	2,214,041		$	2,236,723
Less: Intangible assets (GAAP) (a) (c)		162,695			163,623			156,014			156,942			157,921

(C) Tangible common equity (Non-GAAP) (a)	$	1,879,543		$	1,991,730		$	2,052,832		$	2,057,099		$	2,078,802
Less: Unrealized gains on AFS securities, net of tax		11,153			9,439			48,591			55,250			63,923

(D) Adjusted tangible common equity (Non-GAAP) (a) (d)	$	1,868,390		$	1,982,291		$	2,004,241		$	2,001,849		$	2,014,879

Tangible Assets (Non-GAAP)
(E) Total assets (GAAP) (a)	$	24,193,341		$	25,130,941		$	25,166,427		$	25,520,140		$	25,739,830
Less: Intangible assets (GAAP) (a) (c)		162,695			163,623			156,014			156,942			157,921

(F) Tangible assets (Non-GAAP) (a)	$	24,030,646		$	24,967,318		$	25,010,413		$	25,363,198		$	25,581,909

Period-end Shares Outstanding
(G) Period-end shares outstanding		236,328			240,555			241,225			243,598			247,134

Tier 1 Common (Non-GAAP)
(H) Tier 1 capital (e) (f)	$	2,555,141		$	2,712,399		$	2,738,558		$	2,640,776		$	2,641,392
Less: Noncontrolling interest - FTBNA preferred stock (b) (g)		294,816			294,816			294,816			294,816			294,816
Less: Preferred Stock		95,624			95,624			95,624			—			—
Less: Trust preferred (h)		200,000			200,000			200,000			200,000			200,000

(I) Tier 1 common (Non-GAAP)	$	1,964,701		$	2,121,959		$	2,148,118		$	2,145,960		$	2,146,576

Risk Weighted Assets
(J) Risk weighted assets (e) (f)	$	19,275,100		$	20,460,353		$	20,231,850		$	20,153,430		$	20,082,979

Ratios
(C)/(F) Tangible common equity to tangible assets (“TCE/TA”) (Non-GAAP) (a)		7.82	%		7.98	%		8.21	%		8.11	%		8.13	%
(A)/(E) Total equity to total assets (GAAP)		10.06	%		10.13	%		10.33	%		9.83	%		9.84	%
(C)/(G) Tangible book value per common share (Non-GAAP) (a)	$	7.95		$	8.28		$	8.51		$	8.44		$	8.41
(B)/(G) Book value per common share (GAAP)	$	8.64		$	8.96		$	9.16		$	9.09		$	9.05
(I)/(J) Tier 1 common to risk weighted assets (Non-GAAP) (e)		10.19	%		10.37	%		10.62	%		10.65	%		10.69	%
(H)/(E) Tier 1 capital to total assets (GAAP) (e)		10.56	%		10.79	%		10.88	%		10.35	%		10.26	%
(D)/(J) Adjusted tangible common equity to risk weighted assets (“TCE/RWA”) (Non-GAAP) (a) (d) (e)		9.69	%		9.69	%		9.91	%		9.93	%		10.03	%

Net interest income adjusted for impact of fully taxable equivalent (“FTE”) (Non-GAAP)
Regional Banking
Net interest income (GAAP)	$	148,511		$	147,324		$	146,068		$	153,889		$	151,136
FTE adjustment		1,806			1,756			1,670			1,645			1,555

Net interest income adjusted for impact of FTE (Non-GAAP)	$	150,317		$	149,080		$	147,738		$	155,534		$	152,691

Capital Markets
Net interest income (GAAP)	$	3,756		$	4,031		$	3,900		$	4,248		$	4,753
FTE adjustment		81			149			109			186			175

Net interest income adjusted for impact of FTE (Non-GAAP)	$	3,837		$	4,180		$	4,009		$	4,434		$	4,928

Corporate
Net interest income (GAAP)	$	(10,333	)	$	(9,963	)	$	(8,621	)	$	(8,998	)	$	(6,096	)
FTE adjustment		7			8			8			11			22

Net interest income adjusted for impact of FTE (Non-GAAP)	$	(10,326	)	$	(9,955	)	$	(8,613	)	$	(8,987	)	$	(6,074	)

Non-Strategic
Net interest income (GAAP)	$	16,904		$	18,627		$	20,035		$	21,459		$	23,672
FTE adjustment		—			—			—			—			—

Net interest income adjusted for impact of FTE (Non-GAAP)	$	16,904		$	18,627		$	20,035		$	21,459		$	23,672

Total Consolidated
Net interest income (GAAP)	$	158,838		$	160,019		$	161,382		$	170,598		$	173,465
FTE adjustment		1,894			1,913			1,787			1,842			1,752

Net interest income adjusted for impact of FTE (Non-GAAP)	$	160,732		$	161,932		$	163,169		$	172,440		$	175,217

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

(a)	2Q13 balance has been re-presented due to purchase accounting adjustments made in 3Q13.

(b)	Included in Total equity on the Consolidated Balance Sheet.

(c)	Includes goodwill and other intangible assets, net of amortization.

(d)	See Glossary of Terms for definition of ratio.

(e)	Current quarter is an estimate.

(f)	Defined by and calculated in conformity with bank regulations.

(g)	Represents FTBNA preferred stock included in noncontrolling interest.

(h)	Included in Term borrowings on the Consolidated Balance Sheet.

FHN GLOSSARY OF TERMS

Adjusted Tangible Common Equity to Risk Weighted Assets: Common equity excluding intangible assets and unrealized gains/losses on available-for-sale securities divided by risk weighted assets.

Core Businesses: Management treats regional banking, capital markets, and corporate as FHN’s core businesses. Non-strategic has significant legacy assets and operations that are being wound down.

Discharged Bankruptcies: Residential real estate secured loans where the borrower has been discharged from personal liability through bankruptcy proceedings. Such loans that have not been reaffirmed by the borrower are charged down to estimated collateral value less disposition costs (net realizable value) and are reported as nonaccruing TDRs.

Lower of Cost or Market (“LOCOM”): A method of accounting for certain assets by recording them at the lower of their historical cost or their current market value.

Restricted Real Estate Loans: Restricted loans that are assets of a consolidated variable interest entity that can be used only to settle obligations of the consolidated variable interest entity.

Troubled Debt Restructuring (“TDR”): A restructuring of debt whereby a creditor for economic or legal reasons related to the borrower’s financial difficulties grants a concession to the borrower that it would not otherwise consider. Such concession is granted in an attempt to protect as much of the creditor’s investment as possible by increasing the probability of repayment.

Asset Quality - Consolidated Key Ratios

NPL %: Ratio is nonperforming loans in the loan portfolio to total period-end loans.

NPA %: Ratio is nonperforming assets related to the loan portfolio to total period-end loans plus foreclosed real estate and other assets.

Net charge-offs %: Ratio is annualized net charge-offs to total average loans.

Allowance / loans: Ratio is allowance for loan losses to total period-end loans.

Allowance / NPL: Ratio is allowance for loan losses to nonperforming loans in the loan portfolio.

Allowance / NPA: Ratio is allowance for loan losses to nonperforming assets related to the loan portfolio.

Allowance / charge-offs: Ratio is allowance for loan losses to annualized net charge-offs.

First Horizon National Corporation

Third Quarter 2013 Earnings

October 18, 2013

Portions of this presentation use non-GAAP financial information. Each of those portions is so noted, and a

reconciliation

that

non-GAAP

information

comparable

GAAP

information

provided

footnote

the

appendix at the end of this presentation.

This presentation contains forward-looking statements, which may include guidance, involving significant risks and

uncertainties which will be identified by words such as “believe”,“expect”,“anticipate”,“intend”,“estimate”,

“should”,“is

likely”,“will”,“going

forward”

and

other

expressions

that

indicate

future

events

and

trends

and

may

followed by or reference cautionary statements.

A number of factors could cause actual results to differ materially

from those in the forward-looking information.

These factors are outlined in our recent earnings and other press

releases

and

detail

the

most

current

10-Q

and

10-K.

FHN

disclaims

any

obligation

update

any

such

factors or to publicly announce the result of any revisions to any of the forward-looking statements included herein

or therein to reflect future events or developments.

Mortgage repurchase provision of $200mm in 3Q13

Change in GSE-related repurchase assumptions related to agreement in principle

Consolidated expenses, excluding the $200mm repurchase provision, declined 11%³

Annualized target of less than $925mm of total expenses by year end 2013

Regional Banking efficiency ratio improved 385bps to 62%

Regional Banking revenue per FTE up 1%

3Q13 Accomplishments

Core Businesses Produce Solid Results

Optimize

Business Mix for

Profitability &

Returns

Improve

Productivity

& Efficiency

Tier 1 ratio at 13.3%

Tier 1 Common at 10.2%

Repurchased $50mm or 4.4 million common shares in 3Q13, resulting in $263mm or 28

million total shares repurchased since October 2011

$40mm of 3Q13 repurchases were related to the 2Q13 repurchase arrangement

Core Businesses’

ROTCE at 11.3% and ROA at 0.98%¹

Regional Banking pre-tax pre-provision net revenue at $81mm, up 10%²

Regional

Banking

average

loans

flat

and

average

core

deposits

Consolidated average loans down 5%, due to Non-Strategic run-off of 18%

FTN Financial fixed income average daily revenues at $850k

Net charge-offs declined $63mm

3Q12 included ~$40 million of NCOs associated with the implementation of regulatory

guidance related to discharged bankruptcies

Deploy Capital

In Disciplined

Manner

All

data

3Q13

compared

3Q12

unless

otherwise

noted.

All

non-GAAP

numbers

are

reconciled

the

appendix.

Core

Businesses

include

the

Regional

Banking,

Capital

Markets,

and

Corporate

segments.

Core

ROTCE

and

ROA

are

annualized,

non-GAAP,

and

average

quarters

4Q12-3Q13.

Pre-tax

pre-provision

net

revenue

non-GAAP

number.

3Q13

excludes

$200mm

repurchase

expense

and

non-GAAP

number.

Tier

and

Tier

Common:

current

quarter

estimate;

Tier

Common

non-GAAP

number.

Does

not

include

average

$0.004

per

broker

commission

paid

3Q13

and

average

$0.022

per

broker

commission

paid

since

October

2011.

Volume

weighted

average

price

per

$11.33

3Q13

and

$9.24

since

October

2011

#1 Deposit Market Share in Tennessee

First Tennessee Bank Grew Deposits Faster Than Overall Footprint

Market

FDIC Deposit Market Share

Source: FDIC. Data as of 6.30.13.

Numbers and percentages may not add to total due to rounding.

The East Tennessee market includes the acquisition of Mountain National Bank.

Market

FHN Market Share

2013 FHN Deposits

YOY Deposit Growth

2013

2012

FHN

Overall Market

West Tennessee

$7.4B

32.3%

31.7%

East Tennessee

$6.7B

23.4%

21.4%

Middle Tennessee

$3.0B

7.8%

7.4%

Tennessee

Footprint

$17.1B

18.9%

18.0%

Market

Rank

3.8%

2.0%

6.1%

3.0%

7.0%

1.7%

5.3%

0.2%

Core Business Relative Positioning

Core Businesses Continue to Deliver Solid Results

Balance Sheet Positioned to Benefit from Rising Rates

TTM

Returns

Key TTM

Bonefish

Metrics

ROTCE

ROA

Capital ratios remain above

normalized Bonefish capital levels

NIM

NCO %

Fee Income %

Efficiency Ratio

In line with long-term Bonefish

targets

FTN Financial significant differentiator

vs peers

In line with long-term Bonefish

targets

Core efficiency ratio of 76%

A 200bps rise in rates would have

resulted in an efficiency ratio of 72%

Significant latent income embedded in

balance sheet

A 200bps rise in rates would have

improved

NII

~$70mm

annually

All

non-GAAP

numbers

are

reconciled

the

appendix.

Core

Businesses

include

Regional

Banking,

Capital

Markets,

and

Corporate.

All

core

data

non-GAAP.

Trailing

Months

(TTM)

average

quarters

4Q12-3Q13,

which

non-GAAP.

ROTCE,

ROA,

NIM,

and

NCO/Average

Loans

are

annualized.

ROTCE

non-GAAP

number.

Asset

weighted

last

four

quarter

average

2Q13.

Peers

defined

appendix.

All

else

equal,

200bps

rate

shock

results

~$70mm

increase

Core

Businesses

annual

NII

(see

slide

12),

Non-Strategic

interest

rate

neutral.

Core

estimates

are

non-GAAP.

FHN Favorable

Peers

FHN Unfavorable

11.3%

10.9%

0.98%

1.06%

3.21%

3.53%

0.25%

0.49%

49%

31%

76%

65%

FINANCIAL RESULTS

Net income available to common shareholders at

$(107)mm with diluted EPS of $(0.45), due to $(0.64)

per share negative impact of mortgage repurchase

provision

Revenue increased $7mm or 2%

FTN Financial revenue down $4mm or 6% due to

market conditions

Mortgage banking noninterest income up $9mm

driven by a valuation mark related to the

servicing sale

NII relatively stable and NIM up 1bp

Expense at $434mm, including $200mm of

repurchase provision

Total provision down $5mm to $10mm

Net charge-offs down 11% to $16mm

Regional Banking NCOs of $4mm or 14bps²

Regional Banking loans flat

Loans to mortgage companies down 17%

Non-Strategic loans down 5%

Linked Quarter Comparison

Numbers

and

percentages

may

not

add

total

due

rounding.

All

data

3Q13

compared

2Q13

unless

otherwise

noted.

Core

Businesses

include

the

Regional

Banking,

Capital

Markets,

and

Corporate

segments.

Core

Businesses

Net

Income

Available

Common

non-GAAP

number

and

reconciled

slide

10.

Net

charge-off

annualized.

–

Not

meaningful.

*Amount

less

than

1%.

PPNR:

Pre-tax

pre-provision

net

revenue

non-GAAP

number

and

reconciled

pre-tax

income

the

table.

3Q13 Consolidated Results

Consolidated Net Loss of $107 Driven by Non-Strategic Segment;

Core Businesses Net Income Available to Common of $41mm¹

2Q13

3Q12

Income Statement

millions)

Net interest income

$159

$160

$173

(1)%

(8)%

Noninterest income

$150

$143

$164

(8)%

Total revenue

$309

$303

$337

(8)%

Noninterest expense

$434

$227

$263

91%

65%

PPNR

($124)

$75

$74

Provision

$10

$15

$40

(33)%

(75)%

Pre-tax income

($134)

$60

$34

Taxes

($31)

$15

Net income

($103)

$45

$29

Net income available

to common shareholders

($107)

$41

$26

Common Stock Data

Diluted shares

(in millions)

237

241

248

(2)%

(5)%

Diluted EPS

-$0.45

$0.17

$0.10

Balance Sheet

($ in billions)

Total average loans

$15.7

$15.9

$16.4

(2)%

(5)%

Total average deposits

$16.6

$16.2

$15.8

Efficiency

Efficiency Ratio

75%

78%

2Q13

3Q12

3Q13

3Q13 vs

Total average loans down 2%

GSE-Related Mortgage Repurchase

Change in Assumptions Results in Provision Expense

2005-2008 GSE originations

Vintage

October 2013 FHN View

Selection

Criteria

“Historical”

selections

Seriously delinquent loans

Liquidated loans

Adds 2000-2004 originations

Expanded scope of selections

Added estimate of future losses from

other loan populations

Early stage delinquencies

Modifications

Loans determined to have higher

probability of default

June 2012 –

September 2013 FHN View

Mortgage Repurchase Reserve

($ in millions)

Beginning Balance

Net Realized Losses

Ending Balance

Provision

3Q13

$123

$(30)

$293

$200

3Q12

$360

$(68)

$292

4Q12

$292

$(60)

$232

1Q13

$232

$(48)

$184

2Q13

$184

$(61)

$123

Estimated Repurchase Reserve Components

Remaining Estimate for Fannie

~$80mm

Other Repurchase-Related Estimates

~$213mm

Future MI Rescissions

Bulk Servicing Sales

Remaining Freddie Estimate

Repurchase Reserve

$293mm

GSE-Related Mortgage Repurchase

Incremental Repurchase Provision Covers Change in Assumptions

Terms are subject to Fannie Mae governance and regulatory approvals.

Other

Incremental repurchase provision of $200mm includes:

Agreement

principle

with

Fannie

Exposure not included in agreement:

Future MI rescissions

Bulk servicing sales

Extrapolation to Freddie

3Q13 Segment Highlights

Non-Strategic Repurchase Provision Negatively Impacts Consolidated Results;

Core Businesses Continue to Provide Solid Returns

Core

Businesses

include

the

Regional

Banking,

Capital

Markets,

and

Corporate

segments.

Corporate,

Core

Businesses,

and

Consolidated

show

net

income

available

common,

which

reflects

$3mm

noncontrolling

interest

each

quarter

and

$1.6mm

preferred

stock

dividends

3Q13

and

2Q13.

Segment

EPS

impacts

are

non-GAAP

numbers

and

reconciled

the

table.

EPS

impacts

are

calculated

using

the

3Q13

net

income

column

divided

the

237mm

basic

common

outstanding.

Revenue

and

expense

are

3Q13.

Revenue

includes

securities

gain

losses.

LQ:

Linked

quarter;

3Q13

compared

2Q13.

Numbers

may

not

add

total

due

rounding.

Drivers and Impacts

Revenue³

Expense

Net Income¹

LQ Change

$ in millions

$mm

3Q13

Per Share

Impact²

$212

$131

$68

$58

$(4)

$22

$33

$222

$276

$211

$309

$434

-$4

-$2

$201

$206

Regional

Banking

Capital

Markets

Corporate¹

Core

Businesses¹

Non-

Strategic

Total¹

3Q13

$48

$(14)

$41

$(148)

$(107)

2Q13

$43

$(12)

$38

$41

3Q12

$45

$13

$(9)

$49

$(23)

$26

$0.20

$0.03

$(0.06)

$0.17

$(0.63)

$(0.45)

3Q13 repurchase provision of $200mm vs $0

in 2Q13

Fixed income ADR flat at $850k

3Q13 noninterest income of $16mm vs $9mm in

2Q13. 3Q13 increase driven by mark to the terms

of servicing sale agreement

3Q13 provision of $5mm vs provision of

$13mm in 2Q13

Decrease in expenses from lower variable

compensation & legal and professional fees

Increase primarily driven by higher

noninterest income

-6%

-3%

-39%

26%

20%

91%

Numbers/percentages may not add due to rounding.

Regional Banking Commercial Loan

Pipeline & Fundings

Regional Banking Total Average Loans & Deposits

Regional Banking Average Loans

Consumer

CRE

C&I ( Loans to Mortgage Companies)

Regional Banking Balance Sheet

Total Regional Banking Average Loans Steady; First Tennessee Gains

#1 Deposit Share in Tennessee as Deposit Growth Outpaces the Market

First Tennessee Bank has the leading deposit market

share in Tennessee

Total average loans flat linked quarter

Commercial loans grew 1%, excluding loans to

mortgage companies

Consumer loans grew 3%

Average loans to mortgage companies down 17%

linked quarter and period end balances down 47%

Utilization rates remain low

Competitive lending environment

Commercial fundings up 5% linked quarter and 4%

year over year

Consolidated Balance Sheet & Net Interest Margin Trends

Net Interest Spread Slightly Improves;

Balance Sheet Positioned to Benefit from Rising Rates

450bps

Consolidated Yields and Rates

Net interest spread improved 2bps linked quarter to

356bps in 3Q13

Floating rate loans comprise 65% vs fixed rate

loans at 35%

NII down $1mm linked quarter to $159mm

NIM up slightly linked quarter to 2.97% from 2.96%

Improvement from higher reinvestment rates in

securities portfolio and lower Capital Markets’

inventory somewhat offset by higher average cash

balances at the Fed

No expected material actions to reduce asset sensitivity

Net

Interest

Income

Sensitivity

Impact

Net Interest Income and Margin

$200mm

358

360

354

356

180

270

360

3Q12

4Q12

1Q13

2Q13

3Q13

Spread¹

Deposit Rate

Loan Yield

$173

$171

$161

$160

$159

3.15%

3.09%

2.95%

2.96%

2.97%

1.8%

2.4%

2.8%

$50

$100

$150

3Q12

4Q12

1Q13

2Q13

3Q13

NII

NIM

-1.6%

-$11mm

+1.4%

+$9mm

+5.8%

+$37mm

+11.0%

+$71mm

-3%

12%

Long End

-50bps

Long End

+50bps

+100bps

+200bps

3.2%

3.0%

2.6%

2.2%

2.0%

Numbers

may

not

add

total

due

rounding.

Spread

loan

yield

minus

core

deposit

rate.

Data

9.30.13

and

non-GAAP.

Analysis

uses

FHN’s

balance

sheet

6.30.13.

Long

End

+50bps

assumes

yield

curve

spreads

widen

~50bps.

Long

end

-50bps

assumes

yield

curve

spreads

compress

~50bps.

Bps

impact

assumes

increase

Fed

Funds

rate.

Non-Strategic

interest

rate

neutral,

thus

nearly

all

the

sensitivity

impact

would

allocated

the

Core

Businesses.

Numbers/percentages

may

not

add

due

rounding.

2010Y

excludes

$190mm

GSE-related

mortgage

repurchase

expense

and

annual

number,

therefore

not

annualized;

3Q13

excludes

$200mm

mortgage

repurchase

expense.

These

are

non-GAAP

numbers

and

reconciliation

provided

the

appendix.

Annualized noninterest expense declined 19% from 2010 from broad-based improvement in most categories¹

Annualized consolidated expenses, excluding mortgage provision, down 11% year-over-year¹

Regional Banking efficiency ratio improved 385bps from 3Q12 to 62%

Goal of less than $925mm of annualized run-rate of consolidated expenses by year end 2013

Improving Productivity and Efficiency

FHN Continues to Deliver on Efficiency Goals in Core Businesses

Annualized Noninterest Expense¹

Non-Performing Assets

3Q13 net charge-offs of $16mm compared to

$18mm in 2Q13

Regional Banking NCOs down $4mm or 50%

NCOs at 0.14% of average loans³

Non-Strategic NCOs up $2mm or 24%

NCOs at 1.44% of average loans³

Reserves and Net Charge-Offs

Numbers

may

not

add

due

rounding.

All

data

3Q13

compared

3Q12

unless

otherwise

noted.

4Q12

charge-offs

included

favorable

adjustment

for

lower

loss

estimate

for

discharged

bankruptcies.

3Q12

had

$40mm

charge-offs

discharged

bankruptcies

per

regulatory

guidance.

Net

charge-off

annualized.

NPAs at $482mm

ORE at $50mm in 3Q13 vs $51mm in 3Q12

NPL levels at $432mm

~$65mm of 3Q13 NPLs are related to compliance

with regulatory guidance associated with the liens

junior to first liens with performance issues

3Q13 NPLs include $144mm of held for sale loans that

carry an average negative fair value mark of ~53%

Asset Quality Trends

Continued Decline in Net Charge-Offs

Trailing Twelve Months¹

Consolidated

Core Businesses

Long-Term Targets

ROTCE²

0.41%

11.33%

15.00 –

20.00%

ROA²

0.12%

0.98%

1.25 -

1.45%

NIM²

2.99%

3.21%

3.50 -

4.00%

Tier 1 Common³

10.46%

8.00 –

9.00%

NCO / Average Loans²

0.51%

0.25%

0.30 -

0.70%

Fee Income / Revenue

48%

49%

40 -

50%

Efficiency Ratio

94%

77%

60 -

65%

Equity / Assets

Return on Assets

1.25% - 1.45%

Risk Adjusted Margin

Return on Tangible

Common Equity

15% - 20%

Total Assets

Earning Assets

Pre-tax Income

Tax Rate

Efficiency Ratio

60% - 65%

Annualized Net Charge-Offs

0.30% - 0.70%

Net Interest Margin

3.50% - 4.00%

Tier 1 Common

8% - 9%

% Fee Income

40% - 50%

Building Long-Term Earnings Power: Bonefish Targets

Focused on Growing Our Company Selectively and Profitably While Positioning

Our Balance Sheet for Sustainable, Higher Returns in the Long Term

All

non-GAAP

numbers

are

reconciled

the

appendix.

Average

quarters

4Q12-3Q13

for

each

metric,which

non-GAAP

number.

ROTCE,

ROA,

NIM,

and

NCO

Average

Loans

are

annualized.

ROTCE

non-GAAP

number.

Tier

Common:

current

quarter

estimate

and

non-GAAP

number.

Core

Businesses

include

Regional

Banking,

Capital

Markets,

and

Corporate

segment.

Core

data

non-GAAP.

Building a Foundation for Long-Term Earnings Power

FHN is successfully executing on key priorities:

Building foundation for strong balance sheet

Reducing risk profile

Optimizing business mix

Maintaining asset sensitivity for long-term

Expanding and deepening customer relationships

Improving productivity and efficiency

Smartly managing capital

Controlling what we can control in challenging environment

Successfully Executing on Key Priorities

FHN Is Well Positioned For Long-Term Earnings Power

APPENDIX

3Q13 Credit Quality Summary by Portfolio

Numbers

may

not

add

total

due

rounding.

Data

3Q13.

NM:

Not

meaningful.

Creditcard,

Permanent

Mortgage,

and

Other.

Credit

card,OTC,

and

Other

Consumer.

Net

charge-offs

are

annualized.

Exercised

clean-up

calls

jumbo

securitizations

1Q13,

3Q12,

2Q11,

and

4Q10,

which

are

now

balance

sheet

the

Corporate

segment.

($ in millions)

CRE

HE &

HELOC

Other

Total

Permanent

Mortgage

Commercial

(C&I & Other)

CRE

HE &

HELOC

Permanent

Mortgage

Other

Total

Period End Loans

$7,254

$1,164

$3,291

$330

$12,039

$185

$493

$10

$2,167

$499

$16

$15,409

30+ Delinquency

0.12%

0.61%

0.66%

1.29%

0.35%

2.05%

0.04%

0.00%

1.64%

2.55%

1.63%

0.61%

Dollars

$22

$42

$36

$13

$94

NPL %

0.92%

1.87%

0.90%

0.20%

0.98%

2.70%

7.36%

32.16%

4.26%

6.28%

8.53%

1.87%

Dollars

$66

$22

$30

$119

$36

$92

$31

$288

Net Charge-offs

0.07%

0.14%

2.52%

0.14%

0.27%

1.74%

1.93%

0.41%

2.12%

0.41%

Dollars

$11

$16

Allowance

$77

$10

$31

$125

$14

$89

$25

$256

Allowance / Loans %

1.06%

0.88%

0.95%

2.04%

1.04%

2.89%

7.55%

4.13%

5.07%

3.06%

1.66%

Allowance / Charge-offs

15.09x

6.84x

0.83x

7.27x

10.61x

2.93x

2.08x

12.14x

1.41x

3.97x

Regional Banking

Non-Strategic

Corporate

Commercial

(C&I & Other)

C&I and Commercial Real Estate Portfolio Detail

Data

3Q13.

Numbers

may

not

add

total

due

rounding.

Net

charge-off

ratios

are

annualized.

C&I: Loans to Mortgage Companies

$7.7B portfolio, diversified by industry, managed

primarily in Regional Banking

Net charge-offs at $2mm down 42% linked quarter

C&I consolidated reserves of 1.18% at 9/30/13

C&I Overview

Commercial Real Estate: Asset Quality

$1.2B portfolio, which includes Income CRE and

Residential CRE

CRE consolidated reserves of 0.94% at 9/30/13

Commercial Real Estate Overview

Home Equity: Performance and Characteristics

Portfolio Characteristics

Geographic Distribution

30+ Delinquency: Key Drivers

Data as of 3Q13.

Numbers and percentages may not add due to rounding.

FICO Score-Origination

Lien Position

Channel

57%

% of portfolio

12%

11%

12%

89%

11%

% of portfolio

50%

% of portfolio

First

Second

Total

Balance

$2.7B

$5.5B

Original FICO

751

735

743

Refreshed FICO

750

722

735

Original CLTV

75%

81%

78%

Full Doc

90%

74%

82%

Owner Occupied

91%

92%

HELOCs

$0.7B

$2.2B

$2.9B

Weighted Average

HELOC Utilization

48%

58%

56%

Consumer Real Estate Portfolio

30+ Delinquency

Net Charge-Offs

Non-Strategic Portfolio Run-Off

Source:

McDash

industry

data

July

2013.

3Q12

includes

$38mm

charge-offs

regulatory

guidance

discharged

bankruptcies.

4Q12

charge-offs

include

favorable

adjustment

for

lower

loss

estimate

for

discharged

bankruptcies

based

loan-level

data

obtained

from

new

appraisals

4Q12.

Agency & Non-Agency: Mortgage Origination & Loan Data

Agency and Pipeline

~$70B of Agency originations from 2005 to 2008

Received ~$2.5B¹

of Agency-related repurchase requests to date or

3.6% of originations

Represent 89% of all active repurchase/make whole requests in

pipeline at 9/30/13²

Pipeline of requests at $311mm in 3Q13, up 32% from $235mm in

2Q13

$169mm of Agency-related repurchase claims

$23mm of mortgage insurer-related cancellations

$22mm of non-Agency whole loan-related claims

$97mm of other non-repurchase requests

Data

3Q13.

Requests

include

cancellation

notices.

Agencies

account

for

89%

all

actual

repurchase/make-whole

requests

the

pipeline

3Q13

and

87%

the

active

pipeline

inclusive

PMI

cancellation

notices

and

all

other

claims.

FHA

insurance

claims

made

after

3/31/12

may

added

investigation

Other Whole Loan Sales and Non-Agency

Represent 11% of all active repurchase/make whole requests in

3Q13 pipeline

Some non-Agency FHN loans were bundled with other companies’

loans and securitized by the purchasers

A trustee for a bundler has commenced a legal action seeking

repurchase of FHN loans

Certain purchasers have requested indemnity related to FHN

loans included in their securitizations

Loan file review process regarding certain bundled FHN loans

has been initiated

Non-Agency HUD/FHA Investigation

HUD and the US DOJ are investigating FHA insurance claims on

insured loans originated by FHN; initial period covers 1/1/06

through 3/31/12³

During that period FHN originated ~50,000 loans with original

UPB of ~$8.6B

Approximately ~48,000 of those originations occurred prior to

9/1/08

FHN had an initial meeting with HUD and DOJ in 2Q13

HUD has reviewed a small sample of loans from the covered period,

and its investigation remains incomplete; FHN has commenced its

own review

HUD and DOJ have made no demands but could seek up to treble

and special damages under the False Claims Act and other laws

FHN does not have the ability now to estimate a reserve or a range

of reasonably possible losses

Fannie

Freddie

Total GSE Loans Sold

Ginnie Loans Sold

Total Agency Loans Sold

Total Demands (Request Rate)

Resolved

Cumulative Average Rescission Rate

Average Loss Severity

Realized Losses through 3Q13

Remaining Reserve at 9/30/13

Cumulative Total Losses plus Reserve

GSE Aggregate Expected Loss Ratio

Originations: 2005-2008

Amount

$39.6B

$18.0B

$57.6B

$11.9B

$69.5B

$2.5B / 3.6%

$2.3B

45 -

55%

50 -

60%

~$657mm

$293mm

~$950mm

1.6%

Private Label Securitization Exposure Manageable

All

data

refers

the

active

2005-2007

FHN

branded

private

securitizations,

unless

otherwise

noted.

Data

August

2013

with

September

remits.

Source

for

all

data,

except

where

noted,

LoanPerformance,

CPRCDR,

Intex,

PolyPaths,

Bloomberg

with

company

analysis.

Cohort

(Industry)

Loans

similar

type/vintage

relevant

reference

group.

Industry

source:

KDS

Global.

Includes

all

deals

from

2005-2007.

Performance

determined

comparing

60D+

and

Cumulative

Loss

ratios

the

deal

level.

60D+

balances

are

current

UPB.

Cumulative

loss

balances

are

original

UPB.

Originated and securitized $27B of First Horizon

branded private label mortgages from 2005-2007

If any private label securitization (PLS) losses occur,

they should be significantly less than the GSE

experience

More limited reps and warranties

Statutes of limitations

100% of active PLS are older than 5 years, with

99% older than 6 years

Strong relative performance vs industry cohorts

Smaller average securitization size

Origination Mix

FHN

Industry¹

Securitization Performance²

Repurchase Risk Differs For Private Label vs GSEs

Most private label reps and warranties are not as

comprehensive as GSE whole-loan reps and warranties

More difficult for most non-agency investors to

access loan files

Generally requires a coordinated investor effort to

compel trustees to investigate and pursue

repurchase claims

Investor interests are not necessarily aligned

Trustee may initiate loan review and repurchase

process on its own

60 Day+ Delinquencies

Cumulative Loss

Outperforming Industry Cohort

Underperforming Industry Cohort

Average

Deal Size:

$342mm

$891mm

Key Points

No subprime securitizations

FHFA Litigation Securitizations

FHFA Litigation Certificate Breakdown

Numbers

and

percentages

may

not

add

total

due

rounding.

Data

source:

September

2013

Trustee

Reports

and

the

FHFA

lawsuit

filed

9/2/11.

April

2007,

the

GSEs

purchased

the

remaining

$161mm

UPB

the

FHAMS

2005-AA12

IIA1

tranche,

reported

the

FHFA

lawsuit.

This

tranche

had

origination

balance

$213mm.

60D+

Delinquent

defined

delinquency

status

days

and

also

bankruptcies,

foreclosures

and

REO

such

status

for

days

more.

$1.0B

$874mm*

*The original balance related to the FHFA lawsuit is $874mm, plus an additional $9mm of cost over par, totaling $883mm

($ in millions)

Alt-A Deal

FHFA-Related

Tranche

Original

UPB

Paid

Off

Current

UPB

Performing

UPB

60D+

Delinquent

Cumulative

Loss

FHAMS 2005-AA9

IIA1

$214

$125

$78

$70

$11

FHAMS 2005-AA10

IA1

$140

$83

$50

$44

FHAMS 2005-AA11

IA1

$129

$70

$47

$42

$11

FHAMS 2005-AA12

IIA1

$161

$76

$71

$60

$11

$14

FHAMS 2006-AA1

IA1

$230

$142

$70

$62

$19

FHFA Total

$874

$496

$316

$279

$38

$62

($ in millions)

Deal

FHASI 2005-AR5¹

(Schwab)

Senior

$30.0

$19.1

$10.9

$10.1

$0.9

$0.0

FHASI 2007-AR2¹

(Schwab)

Senior

$50.0

$31.3

$16.7

$13.9

$2.8

$2.0

FHASI 2006-3

(Western-Southern)

Junior

$9.9

$0.5

$2.8

$2.6

$0.2

$6.6

FHASI 2007-5

(Western-Southern)

Junior

$7.1

$0.2

$0.0

$6.9

FHAMS 2007-FA4

(Western-Southern)

Senior

$5.1

$0.2

$0.0

$4.8

FHAMS 2006-FA6

(FDIC Alabama)

Senior

$11.1

$2.5

$8.0

$6.0

$2.0

$0.6

FHAMS 2006-FA6

(FDIC Alabama)

Senior

$15.2

$4.0

$10.3

$8.3

$2.0

$0.9

FHAMS 2006-FA7

(FDIC Alabama)

Senior

$20.7

$5.3

$13.5

$10.8

$2.8

$1.8

FHAMS 2007-FA4¹

(FDIC Alabama)

Senior

$14.4

$2.8

$10.2

$7.6

$2.5

$1.4

FHAMS 2007-FA1

(FDIC New York)

Senior

$44.5

$11.4

$28.7

$21.9

$6.8

$4.4

FHAMS 2007-FA2

(FDIC New York)

Senior

$34.9

$10.4

$21.2

$16.1

$5.1

$3.3

FHAMS 2005-FA8

(FHLB Indemnification)

Senior

$100.0

$74.3

$25.7

$21.9

$3.8

$0.0

FHAMS 2007-FA3

(MetLife Indemnification)

Senior

$103.0

$56.3

$40.6

$31.7

$8.9

$6.1

FHAMS 2005-FA10²

(Royal Park Indemnification)

Senior

$100.0

$60.2

$37.2

$31.3

$5.9

$2.6

FHAMS 2006-FA2¹

(Royal Park Indemnification)

Senior

$30.0

$22.4

$6.6

$5.3

$1.3

$1.0

Total

$575.7

$300.9

$232.5

$187.4

$45.0

$42.4

Cumulative

Loss

Certificate

Original

UPB

Paid

Off

Current

UPB

Performing

UPB

60D+

Delinquent

Non-FHFA Litigation Securitizations

Non-FHFA Litigation Certificate Breakdown

$576mm

Numbers

percentagesmay

not

add

total

due

rounding.

Data

source:

September

2013

Trustee

Reports.

FHN

settled

outstanding

complaint

with

FHLB

Chicago

2Q13.

The

complainants

only

purchased

portion

these

tranches.Original

UPB

estimated

based

the

purchase

price

stated

the

complaints.

All

other

metrics

prorated

based

the

ratio

purchase

price

the

total

original

UPB

the

entire

tranche.

Royal

Park

asking

for

indemnification

$100mm

the

$190mm

tranche

stated

the

indemnification

request.

60D+

Delinquent

defined

delinquency

status

days

and

also

bankruptcies,

foreclosures

and

REO

such

status

for

days

more.

Reconciliation to GAAP Financials

Slides in this presentation use non-GAAP information of net income, assets, net interest income, charge-offs, revenue,

noninterest income and expense, and various ratios using one or more of those measures. That information is not presented

according to generally accepted accounting principles (GAAP) & is reconciled to GAAP information below.

Numbers may not add to total due to rounding.

ROA and Net Charge-offs / Average loans are annualized.

Average of quarters 4Q12-3Q13.

Return

on Assets¹

Net Interest

Margin

Net Charge-Offs/

Average Loans

Fee Income /

Total Revenue

Efficiency

Ratio

Regional Banking (GAAP)

1.49%

4.88%

0.14%

30%

62%

Capital Markets (GAAP)

1.15%

0.88%

0.00%

94%

86%

Corporate (GAAP)

-0.72%

-1.03%

Core Businesses (Non-GAAP)

0.89%

3.20%

0.14%

49%

76%

Non-Strategic (GAAP)

-14.75%

1.85%

1.44%

48%

Consolidated (GAAP)

-1.69%

2.97%

0.41%

49%

Regional Banking (GAAP)

1.33%

4.87%

0.29%

30%

62%

Capital Markets (GAAP)

1.28%

0.82%

0.00%

94%

83%

Corporate (GAAP)

-0.63%

-1.06%

Core Businesses (Non-GAAP)

0.84%

3.17%

0.28%

49%

75%

Non-Strategic (GAAP)

0.24%

1.94%

1.11%

32%

78%

Consolidated (GAAP)

0.74%

2.96%

0.46%

47%

75%

Regional Banking (GAAP)

1.54%

4.87%

0.18%

29%

64%

Capital Markets (GAAP)

1.90%

0.76%

0.00%

95%

77%

Corporate (GAAP)

-0.53%

-0.92%

Core Businesses (Non-GAAP)

1.06%

3.15%

0.18%

50%

74%

Non-Strategic (GAAP)

-0.85%

2.00%

2.36%

39%

94%

Consolidated (GAAP)

0.73%

2.95%

0.67%

49%

76%

Regional Banking (GAAP)

1.45%

4.97%

0.41%

29%

66%

Capital Markets (GAAP)

2.08%

0.95%

0.00%

94%

75%

Corporate (GAAP)

-0.09%

-0.94%

Core Businesses (Non-GAAP)

1.14%

3.33%

0.40%

49%

81%

Non-Strategic (GAAP)

-1.32%

2.04%

0.75%

29%

112%

Consolidated (GAAP)

0.69%

3.09%

0.48%

47%

84%

Regional Banking (GAAP)

1.45%

4.90%

0.25%

29%

63%

Capital Markets (GAAP)

1.60%

0.85%

0.00%

95%

80%

Corporate (GAAP)

-0.49%

-0.99%

Core Businesses (Non-GAAP)

0.98%

3.21%

0.25%

49%

77%

Non-Strategic (GAAP)

-4.17%

1.96%

1.42%

37%

Consolidated (GAAP)

0.12%

2.99%

0.51%

48%

94%

Reconciliation to GAAP Financials

Slides in this presentation use non-GAAP information of risk weighted assets, tangible common equity, net income, non-controlling

interest,

average

common

equity,

intangibles,

and

various

ratios

using

those

measures.

That

information

not

presented

according

generally

accepted

accounting

principles

(GAAP)

and

reconciled

GAAP

information

below.

($ in millions)

3Q13

2Q13

1Q13

4Q12

Average

Core Businesses Return On Tangible Common Equity

$19,275

$20,460

$20,232

$20,153

$3,547

$3,705

$3,891

$4,018

$15,728

$16,755

$16,341

$16,135

$1,923

$2,038

$2,064

$2,091

$361

$384

$413

$428

$1,561

$1,653

$1,651

$1,663

($107)

$41

$38

$50

$56

-22.17%

8.04%

8.05%

7.74%

0.41%

10.37%

9.30%

12.32%

13.34%

11.33%

($9)

($8)

($7)

($1)

($14)

($12)

($11)

($4)

$48

$43

$49

$48

$12

$41

$38

$50

$56

$2,091

$2,197

$2,220

$20,248

$168

$160

$156

$157

$1,923

$2,038

$2,064

$2,091

($107)

$41

-22.17%

8.04%

8.05%

7.74%

0.41%

Numbers

may

not

add

total

due

rounding.

Estimated

applying

risk

based

capital

regulations

period

end

assets.

Core

Businesses

include

the

Regional

Banking,

Capital

Markets,

and

Corporate

segments.

Applies

the

quarterly

consolidated

Tier

Common

ratio

the

Non-Strategic

risk

weighted

assets.

The

3Q13

Tier

Common

ratio

estimate.

Average

quarters

4Q12-3Q13.

Total FHN Risk Weighted Assets Estimate

(Regulatory GAAP)

Less: Non-Strategic Risk Weighted Assets Estimate

(Regulatory Non-GAAP)

Total Core Businesses

Risk Weighted Assets Estimate (Non-GAAP)

Total FHN Average Tangible Common Equity (Non-GAAP)

Less: Non-Strategic Allocated Tangible Common Equity at the Tier 1 Common Ratio %

(Non-GAAP)

Total Core Businesses

Average Tangible Common Equity (Non-GAAP)

FHN Net Income Available to Common (GAAP)

Core Businesses

Net Income Available to Common (Non-GAAP)

FHN Annualized Return on Tangible Common Equity (Non-GAAP)

Core Businesses

Annualized Return on Tangible Common Equity (Non-GAAP)

Core Businesses Net Income Available to Common

Corporate Net Income (GAAP)

Less: Corporate Non-Controlling Interest (GAAP)

Less: Corporate Preferred Stock Dividends (GAAP)

Corporate Net Income Available to Common (Non-GAAP)

Regional Banking Net Income (GAAP)

Capital Markets Net Income (GAAP)

Core Businesses

Net Income Available to Common (Non-GAAP)

Return on Tangible Common Equity

Average Common Equity (GAAP)

Intangibles (GAAP)

Average Tangible Common Equity (Non-GAAP)

FHN Net Income Available to Common (GAAP)

FHN Annualized Return on Tangible Common Equity (Non-GAAP)

Reconciliation to GAAP Financials

Slides in this presentation use non-GAAP information of net interest income, FTE adjustments, revenue, noninterest expense,

FTEs, and various ratios using one or more of those measures. That information is not presented according to generally accepted

accounting

principles

(GAAP)

reconciled

GAAP

information

below.

Numbers may not add to total due to rounding.

Core Businesses include the Regional Banking, Capital Markets, and Corporate segments.

($ in millions)

3Q13

2Q13

1Q13

4Q12

3Q12

Net Interest Margin

Regional Banking Net interest income (GAAP)

$149

$147

$146

$154

$151

Regional Banking FTE adjustment

Regional Banking Net interest income adjusted for impact of FTE (Non-GAAP)

$150

$149

$148

$156

$153

Capital Markets Net interest income (GAAP)

Capital Markets FTE adjustment

Capital Markets Net interest income adjusted for impact of FTE (Non-GAAP)

Corporate Net interest income (GAAP)

($10)

($9)

($6)

Corporate FTE adjustment

Corporate Net interest income adjusted for impact of FTE (Non-GAAP)

($10)

($9)

($6)

Core Businesses Net interest income (Non-GAAP)1

$142

$141

$149

$150

Core Businesses FTE adjustment (Non-GAAP)

Core Businesses Net interest income adjusted for impact of FTE (Non-GAAP)¹

$144

$143

$151

$152

Non-Strategic Net interest income (GAAP)

$17

$19

$20

$21

$24

Non-Strategic FTE adjustment

Non-Strategic Net interest income adjusted for impact of FTE (Non-GAAP)

$17

$19

$20

$21

$24

Consolidated Net interest income (GAAP)

$159

$160

$161

$171

$173

Consolidated FTE adjustment

Consolidated Net interest income adjusted for impact of FTE (Non-GAAP)

$161

$162

$163

$172

$175

Regional Banking Pre-Tax Pre-Provision Net Revenue (PPNR)

Total Revenue (GAAP)

$212

$215

Total Noninterest Expense (GAAP)

$131

$142

Pre-Tax Pre-Provision Net Revenue (Non-GAAP)

$81

$74

Regional Banking Revenue Per FTE ($

000s)

Total Revenue (GAAP)

$212,395

$215,371

Average FTEs

2,483

2,549

Revenue Per FTE (Non-GAAP)

$86

$84

Reconciliation to GAAP Financials

Slides in this presentation use non-GAAP information of equity, assets, tier 1 capital, risk weighted assets, and various ratios using

one or more

those

measures.

That

information

not

presented

according

generally

accepted

accounting

principles

(GAAP)

and is reconciled to GAAP information below.

Numbers may not add to total due to rounding.

Includes goodwill and other intangible assets, net of amortization.

Current quarter is an estimate.

Average of quarters 4Q12-3Q13.

($ in millions)

3Q13

2Q13

1Q13

4Q12

3Q12

Average³

Tangible Common Equity (Non-GAAP)

Total equity (GAAP)

$2,433

$2,546

$2,600

$2,509

$2,532

Less: Noncontrolling interest

$295

Less: Preferred stock

$96

Total common equity

$2,042

$2,155

$2,209

$2,214

$2,237

Less: intangible assets (GAAP)¹

$163

$164

$156

$157

$158

Tangible common equity (Non-GAAP)

$1,880

$1,992

$2,053

$2,057

$2,079

Less: unrealized gains on AFS securities, net of tax

$11

$49

$55

$64

Adjusted tangible common equity (Non-GAAP)

$1,868

$1,982

$2,004

$2,002

$2,015

Tangible Assets (Non-GAAP)

Total assets (GAAP)

$24,193

$25,131

$25,166

$25,520

$25,740

Less: intangible assets (GAAP)¹

$163

$164

$156

$157

$158

Tangible assets (Non-GAAP)

$24,031

$24,967

$25,010

$25,363

$25,582

Tier 1 Common (Non-GAAP)

Tier 1 capital²

$2,555

$2,712

$2,739

$2,641

Less: noncontrolling

interest

FTBNA

preferred

$295

Less: Preferred stock

$96

Less: trust preferred

$200

Tier 1 common (Non-GAAP)²

$1,965

$2,122

$2,148

$2,146

$2,147

Risk Weighted Assets

Risk weighted assets²

$19,275

$20,460

$20,232

$20,153

$20,083

Ratios

Tangible common equity to tangible assets (TCE/TA) (Non-GAAP)

7.82%

7.98%

8.21%

8.11%

8.13%

8.03%

Total equity to total assets (GAAP)

10.06%

10.13%

10.33%

9.83%

9.84%

10.09%

Tier 1 common ratio to risk weighted assets (Non-GAAP)²

10.19%

10.37%

10.62%

10.65%

10.69%

10.46%

Tier 1 capital to total assets (GAAP)²

10.56%

10.79%

10.88%

10.35%

10.26%

10.65%

Tangible common equity to risk weighted assets (TCE/RWA) (Non-GAAP)²

9.75%

9.73%

10.15%

10.21%

10.35%

9.96%

Tangible common equity plus reserves to risk weighted assets (Non-GAAP)²

11.08%

11.01%

11.46%

11.58%

11.75%

11.28%

Total equity plus reserves to total assets (GAAP)

11.11%

11.17%

11.38%

10.92%

10.93%

11.15%

stock

Reconciliation to GAAP Financials

Slides

this

presentation

use

non-GAAP

information

tangible

common

equity,

net

income,

risk

weighted

assets,

FTEs,

revenue, expense, and various ratios using those measures. That information is not presented according to generally accepted

accounting principles (GAAP) and is reconciled to GAAP information below.

Numbers may not add to total due to rounding.

Core Businesses include the Regional Banking, Capital Markets, and Corporate segments.

Peer group includes UBSI, ONB, TRMK, IBKC, BXS, UMBF, BOH, VLY, FULT, WTFC, TCB, SUSQ, HBHC, WBS, CBSH, CFR, ASBC,

SNV, BOKF, FNFG. Peer data is a four quarter average of each metric from 3Q12-2Q13.

Core Businesses Proforma Efficiency Ratio

($ in millions)

3Q13

Consolidated Revenue (GAAP)

$309

Less: Non-Strategic Revenue (GAAP)

$33

Core Businesses Revenue (Non-GAAP)

$276

Regional Banking Revenue (GAAP)

$212

Capital Markets Revenue (GAAP)

$68

Corporate Revenue (GAAP)

-$4

Core Businesses Revenue (Non-GAAP)

$276

Plus: $17.8mm Increase in NII due to 200bps Rates Shock (Non-GAAP)

$18

Proforma Core Businesses Revenue (Non-GAAP)

$294

Regional Banking Expense (GAAP)

$131

Capital Markets Expense (GAAP)

$58

Corporate Expense (GAAP)

$22

Core Businesses Expense (Non-GAAP)

$211

Non-Strategic Expense (GAAP)

$222

Consolidated Expense (GAAP)

$434

Consolidated Efficiency Ratio (GAAP)

140.2%

Core Businesses Efficiency Ratio (Non-GAAP)

76.3%

Core Businesses Proforma Efficiency Ratio (Non-GAAP)

71.7%

Adjusted Noninterest Expense

($ in millions)

2010

3Q13

Consolidated Noninterest Expense (GAAP)

$1,342

$434

Less: GSE-Related Repurchase Charge (GAAP)

$190

$200

Adjusted Consolidated Noninterest Expense (Non-GAAP)

$1,152

$234

Attached files

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