FIRST HORIZON CORP
For the period ended Dec 31, 2024. Filed Feb 27, 2025.
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FY2024 · Filed Feb 27, 2025
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Capital
Management’s objectives are to provide capital sufficient to cover the risks inherent in FHN’s businesses, to maintain excess capital to well-capitalized standards, and to ensure ready access to the capital markets.
Total equity of $9.1 billion decreased $180 million compared to December 31, 2023. Significant changes included net income of $794 million and an increase of $60 million in AOCI, offset by $626 million in common stock repurchases, $358 million in common and preferred
dividends, and $100 million from the Series D Preferred Stock redemption.
The following tables provide a reconciliation of shareholders’ equity from the Consolidated Balance Sheets to Common Equity Tier 1, Tier 1, and Total Regulatory Capital, as well as certain selected capital ratios.
ITEM 7. MANAGEMENT'S DISCUSSION & ANALYSIS (MD&A)
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Table 7.19a
REGULATORY CAPITAL DATA
| (Dollars in millions) | December 31, 2024 | December 31, 2023 |
|---|---|---|
| FHN shareholders’ equity | $8,816 | $8,996 |
| Modified CECL transitional amount (a) | 28 | 57 |
| FHN non-cumulative perpetual preferred | (426) | (520) |
| Common equity tier 1 before regulatory adjustments | $8,418 | $8,533 |
| Regulatory adjustments: | ||
| Disallowed goodwill and other intangibles | $(1,578) | $(1,617) |
| Net unrealized (gains) losses on securities available for sale | 782 | 836 |
| Net unrealized (gains) losses on pension and other postretirement plans | 252 | 273 |
| Net unrealized (gains) losses on cash flow hedges | 94 | 79 |
| Disallowed deferred tax assets | (1) | — |
| Common equity tier 1 | $7,967 | $8,104 |
| FHN non-cumulative perpetual preferred | 426 | 426 |
| Qualifying noncontrolling interest—First Horizon Bank preferred stock | 295 | 295 |
| Tier 1 capital | $8,688 | $8,825 |
| Tier 2 capital | 1,174 | 1,097 |
| Total regulatory capital | $9,862 | $9,922 |
| Risk-Weighted Assets | ||
| First Horizon Corporation | $71,108 | $71,074 |
| First Horizon Bank | 70,418 | 70,635 |
| Average Assets for Leverage | ||
| First Horizon Corporation | $81,645 | $82,540 |
| First Horizon Bank | 80,791 | 81,898 |
Table 7.19b
REGULATORY RATIOS & AMOUNTS
| December 31, 2024 · December 31, 2023 | |||||
|---|---|---|---|---|---|
| (Dollars in millions) · Ratio · Amount · Ratio · Amount | |||||
| First Horizon Corporation | 11.20% | $7,967 | 11.40% | $8,104 | |
| First Horizon Bank | 11.12 | 7,834 | 11.40 | 8,055 | |
| First Horizon Corporation | 12.22 | 8,688 | 12.42 | 8,825 | |
| First Horizon Bank | 11.54 | 8,129 | 11.82 | 8,350 | |
| Total | |||||
| First Horizon Corporation | 13.87 | 9,862 | 13.96 | 9,922 | |
| First Horizon Bank | 13.00 | 9,156 | 13.17 | 9,303 | |
| Tier 1 Leverage | |||||
| First Horizon Corporation | 10.64 | 8,688 | 10.69 | 8,825 | |
| First Horizon Bank | 10.06 | 8,129 | 10.20 | 8,350 | |
| Other Capital Ratios | |||||
| Total period-end equity to period-end assets | 11.09 | 11.38 | |||
| Tangible common equity to tangible assets (b) | 8.37 | 8.48 | |||
(a) The modified CECL transitional amount includes the impact to retained earnings from the initial adoption of CECL plus 25% of the change in the adjusted allowance for credit losses since FHN’s initial adoption of CECL through December 31, 2021. For December 31, 2024 and 2023, 25% and 50%, respectively, of the full amount is phased out and not included in Common Equity Tier 1 capital.
(b) Tangible common equity to tangible assets is a non-GAAP measure and is reconciled to total equity to total assets (GAAP) in the Non-GAAP to GAAP Reconciliation - Table 7.28.
ITEM 7. MANAGEMENT'S DISCUSSION & ANALYSIS (MD&A)
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Banking regulators define minimum capital ratios for bank holding companies and their bank subsidiaries. Based on the capital rules and definitions prescribed by the banking regulators, should any depository institution’s capital ratios decline below predetermined levels, it would become subject to a series of increasingly restrictive regulatory actions.
The system categorizes a depository institution’s capital position into one of five categories ranging from well-capitalized to critically under-capitalized. For an institution the size of FHN to qualify as well-capitalized, Common Equity Tier 1, Tier 1 Capital, Total Capital, and Leverage capital ratios must be at least 6.50%, 8.00%, 10.00%, and 5.00%, respectively. Furthermore, a capital conservation buffer of 50 basis points above these levels must be maintained on the Common Equity Tier 1, Tier 1 Capital and Total Capital ratios to avoid restrictions on dividends, share repurchases and certain discretionary bonuses.
As of December 31, 2024, both FHN and First Horizon Bank had sufficient capital to qualify as well-capitalized
institutions and to meet the capital conservation buffer requirement. Capital ratios for both FHN and First Horizon Bank as of December 31, 2024 are calculated under the final rule issued by the banking regulators in 2020 to delay the effects of CECL on regulatory capital for two years, followed by a three-year transition period.
For both FHN and First Horizon Bank, the risk-based regulatory capital and Tier 1 leverage ratios decreased in 2024 relative to 2023 primarily from the impact of common share repurchases. The Series D Preferred Stock redemption in 2024 did not impact FHN's regulatory capital ratios as it did not qualify as Tier 1 capital because the earliest redemption date was less than five years from the issuance date.
During 2025, capital ratios are expected to remain above well-capitalized standards plus the required capital conservation buffer.
Stress Testing
The Economic Growth, Regulatory Relief, and Consumer Protection Act, along with an interagency regulatory statement effectively exempted both FHN and First Horizon Bank from Dodd-Frank Act stress testing requirements starting in 2018.
For 2024, FHN and First Horizon Bank completed a company run stress test using the Comprehensive Capital Analysis and Review ("CCAR") scenarios published in February 2024. Results of these tests indicate that both FHN and First Horizon Bank would be able to maintain capital well in excess of Basel III Adequately Capitalized standards under the hypothetical severe global recession of the 2024 CCAR Severely Adverse scenario. A summary of those results was posted in the “Fixed Income - Stress
Test Results” section on FHN’s investor relations website on July 30, 2024. Neither FHN’s stress test posting, nor any other material found on FHN’s website generally, is part of this report or incorporated herein.
FHN anticipates that it will continue performing an annual enterprise-wide stress test as part of its capital and risk management process. Results of this test will be presented to executive management and the Board.
The disclosures in this “Stress Testing” section include forward-looking statements. Please refer to “Forward-Looking Statements” for additional information concerning the characteristics and limitations of statements of that type.
Common Stock Purchase Programs
If and as authorized by its Board of Directors, FHN may repurchase shares of its common stock from time to time and will evaluate the level of capital and take action designed to generate or use capital, as appropriate, for the interests of the shareholders, subject to legal and regulatory restrictions. Two common stock purchase programs authorized by FHN's Board of Directors operated during the fourth quarter of 2024. FHN’s Board has not authorized a preferred stock purchase program.
January 2024 General Purchase Program
On January 23, 2024, FHN announced that its Board of Directors had approved a $650 million common share purchase program that was scheduled to expire on January 31, 2025. Purchases could be made in the open market or through privately negotiated transactions,
including under Rule 10b5-1 plans as well as accelerated share repurchase and other structured transactions. The timing and exact amount of common share repurchases were subject to various factors, including FHN's capital position, financial performance, expected capital impacts of strategic initiatives, market conditions, business conditions, and regulatory considerations.
As of December 31, 2024, $476 million in purchases had been made life-to-date under the January 2024 program at an average price per share of $15.17, or $15.16 excluding commissions. Program purchases made during the quarter ended December 31, 2024 are summarized in the following table. The program was terminated effective the close of business on October 29, 2024 with $174 million in authorization unused.
ITEM 7. MANAGEMENT'S DISCUSSION & ANALYSIS (MD&A)
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Table 7.20a
COMMON STOCK PURCHASES—JANUARY 2024 PROGRAM
| (Dollar values and volume in thousands, except per share data) · Total number of shares purchased · Average price paid per share (a) · Total number of shares purchased as part of publicly announced programs · Maximum approximate dollar value that may yet be purchased under the programs | ||||||
|---|---|---|---|---|---|---|
| October 1 to October 31 | 2,010 | $17.30 | 2,010 | N/A | ||
| November 1 to November 30 | N/A | N/A | N/A | N/A | ||
| December 1 to December 31 | N/A | N/A | N/A | N/A | ||
| Total | 2,010 | $17.30 | 2,010 | |||
(a) Represents total costs including commissions paid. Average price paid does not reflect the one percent excise tax charged on public company share repurchases.
October 2024 General Purchase Program
On October 29, 2024, FHN announced that its Board of Directors had approved a new $1.0 billion common share purchase program to replace the January 2024 program discussed above. The new October program is scheduled to expire on January 31, 2026. Purchases under the new program may be made in the open market or through privately negotiated transactions, including under Rule 10b5-1 plans as well as accelerated share repurchase and other structured transactions. The timing and exact amount of common share repurchases are at the discretion of senior management and are subject to
various factors, including FHN's capital position, financial performance, expected capital impacts of strategic initiatives, market conditions, business conditions, and regulatory considerations.
As of December 31, 2024, $129 million in purchases had been made life-to-date under the October 2024 program at an average price per share of $19.88, or $19.86 excluding commissions. Program purchases made during the quarter ended December 31, 2024 are summarized in the following table.
Table 7.20b
COMMON STOCK PURCHASES—OCTOBER 2024 PROGRAM
| (Dollar values and volume in thousands, except per share data) | Total number of shares purchased | Average price paid per share (a) | Total number of shares purchased as part of publicly announced programs | Maximum approximate dollar value that may yet be purchased under the programs |
|---|---|---|---|---|
| October 1 to October 31 | 105 | $17.77 | 105 | $998,134 |
| November 1 to November 30 | 3,803 | 19.51 | 3,803 | 923,941 |
| December 1 to December 31 | 2,563 | 20.52 | 2,563 | 871,353 |
| Total | 6,471 | $19.88 | 6,471 |
(a) Represents total costs including commissions paid. Average price paid does not reflect the one percent excise tax charged on public company share
repurchases.
Stock Award Purchases
As authorized by the Board's Compensation Committee, FHN makes automatic stock purchases by withholding stock-based award shares to cover tax obligations associated with those awards. Those limited, off-market purchases are not associated with an announced purchase
program and are made any time an associated tax obligation arises, whether or not a blackout period is in effect. Tax withholding purchases made during the quarter ended December 31, 2024 are summarized in the following table.
ITEM 7. MANAGEMENT'S DISCUSSION & ANALYSIS (MD&A)
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Table 7.20c
COMMON STOCK PURCHASES—TAX WITHHOLDING FOR STOCK AWARDS
| (Dollar values and volume in thousands, except per share data) | Total numberof sharespurchased | Average pricepaid per share | Total number ofshares purchasedas part of publiclyannounced programs | Maximum numberof shares that mayyet be purchasedunder the programs |
|---|---|---|---|---|
| October 1 to October 31 | 25 | $16.53 | N/A | N/A |
| November 1 to November 30 | 3 | 17.26 | N/A | N/A |
| December 1 to December 31 | 3 | 20.60 | N/A | N/A |
| Total | 31 | $17.03 | ||
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.