ITEM 7.01. Regulation FD Disclosure.
Furnished as Exhibit 99.1 is a copy of the First Horizon Corporation (“FHN”)
Fourth Quarter 2020 Earnings Release, released today.
Furnished as Exhibit 99.2 is a copy of the Investor Slide Presentation for the
quarter ended December 31, 2020, released today.
Exhibits 99.1 and 99.2 are furnished pursuant to Item 2.02, “Results of
Operations and Financial Condition” and Item 7.01, “Regulation FD Disclosure.”
The exhibits speak as of the date thereof and FHN does not assume any obligation
to update in the future the information therein.
Use of Non-GAAP Measures and Regulatory Measures that are not GAAP in the
Certain measures are included in the exhibits that are “non-GAAP,” meaning
(under U.S. financial reporting rules) they are not presented in accordance with
generally accepted accounting principles (“GAAP”) in the U.S. and also are not
codified in the U.S. banking regulations currently applicable to FHN. Although
other entities may use calculation methods that differ from those used by FHN
for non-GAAP measures, FHN’s management believes such measures are relevant to
understanding the financial condition, capital position, and financial results
of FHN and its business segments. Non-GAAP measures are reported to FHN’s
management and directors through various internal reports.
Presentation of regulatory measures, some of which follow regulatory definitions
rather than GAAP, provides a meaningful base for comparability to other
financial institutions subject to the same regulations as FHN. Such measures are
used by the various banking regulators in reviewing the performance, stability,
and capital adequacy of financial institutions they regulate. Although not GAAP
terms, these regulatory measures are not considered “non-GAAP” under U.S.
financial reporting rules as long as their presentation conforms to regulatory
standards. Regulatory measures used in the exhibits include: common equity tier
1 capital, generally defined as common equity less goodwill, other intangibles,
and certain other required regulatory deductions; tier 1 capital, generally
defined as the sum of core capital (including common equity and instruments that
cannot be redeemed at the option of the holder) adjusted for certain items under
risk based capital regulations; and risk weighted assets (“RWA”), which is a
measure of total on- and off-balance sheet assets adjusted for credit and market
risk, used to determine regulatory capital ratios.
The non-GAAP measures presented in the exhibits include: pre-provision net
revenue (“PPNR”); return on average tangible common equity (“ROTCE”); tangible
common equity (“TCE”) to tangible assets (“TA”); tangible book value (“TBV”) per
common share; and various consolidated results and performance measures and
ratios adjusted for notable or unusual items identified in the exhibits.
Additionally, certain combined historical information has been presented in the
Investor Slide Presentation. This combined financial information adds together
historical unaudited information from legacy FHN and legacy IBKC, adjusted for
notable items, but without any adjustments, eliminations, or analysis required
by GAAP purchase accounting or the SEC’s pro-forma rules, and is non-GAAP.
Reconciliations of non-GAAP to GAAP measures and presentation of the most
comparable GAAP items are presented near the end (immediately before the
Glossary) of the Earnings Release and at the end of the Investor Slide
This communication contains certain “forward-looking statements” within the
meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of
the Securities Act of 1933, as amended (the “Securities Act”), and Section 21 E
of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) with
respect to FHN’s beliefs, plans, goals, expectations, and estimates.
Forward-looking statements are not a representation of historical information,
but instead pertain to future operations, strategies, financial results or other
developments. The words “believe,” “expect,” “anticipate,” “intend,” “estimate,”
“should,” “is likely,” “will,” “going forward” and other expressions that
indicate future events and trends identify forward-looking statements.
Forward-looking statements are necessarily based upon estimates and assumptions
that are inherently subject to significant business, operational, economic and
competitive uncertainties and contingencies, many of which are beyond the
control of FHN, and many of which, with respect to future business decisions and
actions, are subject to change and which could cause actual results to differ
materially from those contemplated or implied by forward-looking statements or
historical performance. Examples of uncertainties and contingencies include
factors previously disclosed in FHN’s respective reports filed with the U.S.
Securities and Exchange Commission (the “SEC”), as well as the following
factors, among others: the possibility that the anticipated benefits of FHN’s
2020 merger with IBERIABANK Corporation (the “2020 merger”) will not be realized
when expected or at all, including as a result of the impact of, or problems
arising from, the integration of the two companies or as a result of the
strength of the economy and competitive factors in any or all of FHN’s market
areas; the possibility that the 2020 merger may be more expensive to integrate
than anticipated, including as a result of unexpected factors or events;
diversion of management’s attention from ongoing business operations and
opportunities; potential adverse reactions or changes to business or employee
relationships resulting from the 2020 merger; FHN’s success in executing its
business plans and strategies following the 2020 merger, and managing the risks
involved in the foregoing; the potential impacts on FHN’s businesses of the
coronavirus COVID-19 pandemic, including negative impacts from quarantines,
market declines, and volatility, and changes in customer behavior related to
COVID-19; and other factors that may affect future results of FHN.
FHN cautions that the foregoing list of important factors that may affect future
results is not exhaustive. Additional factors that could cause results to differ
materially from those contemplated by forward-looking statements can be found in
FHN’s annual report on Form 10-K for the year ended December 31, 2019, and its
quarterly report on Form 10-Q for the period ended March 31, 2020, both filed
with the SEC and available on the SEC’s website, http://www.sec.gov, and also
available in the “Investor Relations” section of FHN’s website,
http://www.FirstHorizon.com, under the heading “SEC Filings,” and in other
documents FHN files with the SEC.
ITEM 9.01. Financial Statements and Exhibits.
The following Exhibit 99.1, furnished pursuant to Items 2.02 and 7.01, is not to
be considered "filed" under the Securities Exchange Act of 1934, as amended
("Exchange Act"), and shall not be incorporated by reference into any of FHN's
previous or future filings under the Securities Act of 1933, as amended, or the
Exhibit # Description
99.1 First Horizon Corporation Fourth Quarter 2020 Earnings Release
First Horizon Corporation Investor Slide Presentation for the quarter
99.2 ended December 31, 2020
104 Cover Page Interactive Data File, formatted in Inline XBRL
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