ITEM 7.01. Regulation FD Disclosure.
Furnished as Exhibit 99.1 is a copy of the First Horizon Corporation ("FHN" or
"First Horizon") Fourth Quarter 2022 Earnings Release, released today.
Furnished as Exhibit 99.2 is a copy of the Investor Slide Presentation for the
quarter ended December 31, 2022, released today.
Exhibits 99.1 and 99.2 are furnished pursuant to Item 2.02, "Results of
Operations and Financial Condition" and Item 7.01, "Regulation FD Disclosure."
The exhibits speak as of the date thereof and FHN does not assume any obligation
to update in the future the information therein.
Use of Non-GAAP Measures and Regulatory Measures that are not GAAP in the
Exhibits
Certain measures included in or furnished by this report are "non-GAAP," meaning
they are not presented in accordance with generally accepted accounting
principles in the U.S. and also are not codified in U.S. banking regulations
currently applicable to FHN. Although other entities may use calculation methods
that differ from those used by FHN for non-GAAP measures, FHN's management
believes such measures are relevant to understanding the financial condition,
capital position, and financial results of FHN and its business segments.
Non-GAAP measures are reported to FHN's management and Board of Directors
through various internal reports.
The non-GAAP measures presented in, with, or by this report are: fully taxable
equivalent measures; core net interest income ("NII"); core net interest margin
("NIM"); pre-provision net revenue ("PPNR"); loans and leases, allowance for
credit losses ("ACL"), and ratios excluding Loans to Mortgage Companies ("LMC")
and/or loans under the federal paycheck protection program ("PPP"); return on
average tangible common equity ("ROTCE"); tangible common equity ("TCE") to
tangible assets ("TA"); tangible book value ("TBV") per common share; and
various consolidated results and performance measures and ratios adjusted for
notable items identified in the exhibits.
Reconciliations of non-GAAP to GAAP measures and presentation of the most
comparable GAAP items are presented near the end (immediately before the
Glossary) of Exhibit 99.1-Earnings Release and at the end of Exhibit
99.2-Investor Slide Presentation.
Presentation of regulatory measures, even those which are not GAAP, provide a
meaningful base for comparability to other financial institutions subject to the
same regulations as FHN, as demonstrated by their use by banking regulators in
reviewing capital adequacy of financial institutions. Although not GAAP terms,
these regulatory measures are not considered "non-GAAP" under U.S. financial
reporting rules as long as their presentation conforms to regulatory standards.
Regulatory measures used in this report include: common equity tier 1 capital
("CET1"), generally defined as common equity less goodwill, other intangibles,
and certain other required regulatory deductions; tier 1 capital, generally
defined as the sum of core capital (including common equity and instruments that
cannot be redeemed at the option of the holder) adjusted for certain items under
risk based capital regulations; and risk weighted assets ("RWA"), which is a
measure of total on- and off-balance sheet assets adjusted for credit and market
risk, used to determine regulatory capital ratios.
Forward-Looking Statements
This report, including material incorporated into it or furnished by it,
contains forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as
amended (the "Securities Act"), and Section 21E of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), with respect to First Horizon
Corporation's (the "First Horizon") beliefs, plans, goals, expectations, and
estimates. Forward-looking statements are not a representation of historical
information, but instead pertain to future operations, strategies, financial
results or other developments. The words "believe," "expect," "anticipate,"
"intend," "target," "plan", "estimate," "should," "likely," "will," "going
forward" and other expressions that indicate future events and trends identify
forward-looking statements.
Forward-looking statements are necessarily based upon estimates and assumptions
that are inherently subject to significant business, operational, economic and
competitive uncertainties and contingencies, many of which are beyond the
control of First Horizon, and many of which, with respect to future business
decisions and actions, are subject to change and which could cause actual
results to differ materially from those contemplated or implied by
forward-looking statements or historical performance. Examples of uncertainties
and contingencies include factors previously disclosed in First Horizon's
reports filed with the U.S. Securities and Exchange Commission (the "SEC") as
well as the following factors, among others: the occurrence of any event, change
or other circumstances that could give rise to the right of one or both of the
parties to terminate the definitive merger agreement between First Horizon and
The Toronto-Dominion Bank ("TD"); the outcome of any legal proceedings that may
be instituted against First Horizon or TD, including potential litigation that
may be instituted against First Horizon or its directors or officers related to
the proposed transaction or the definitive merger agreement between First
Horizon and TD related to the proposed transaction; the timing and completion of
the transaction, including the possibility that the proposed transaction will
not close when expected or at all because required regulatory or other approvals
are not received or other conditions to the closing are not satisfied on a
timely basis or at all, or are obtained subject to conditions that are not
anticipated; interloper risk? the risk
FIRST HORIZON CORPORATION 2 FORM 8-K CURRENT REPORT 1/18/2023
--------------------------------------------------------------------------------
that any announcements relating to the proposed combination could have adverse
effects on the market price of the common stock of First Horizon? certain
restrictions during the pendency of the merger that may impact First Horizon's
ability to pursue certain business opportunities or strategic transactions; the
possibility that the transaction may be more expensive to complete than
anticipated, including as a result of unexpected factors or events? diversion of
management's attention from ongoing business operations and opportunities?
reputational risk and potential adverse reactions or changes to business or
employee relationships, including those resulting from the announcement or
completion of the transaction? First Horizon's success in executing its business
plans and strategies and managing the risks involved in the foregoing; currency
and interest rate fluctuations; exchange rates; success of hedging activities?
material adverse changes in economic and industry conditions, including the
availability of short and long-term financing; general competitive, economic,
political and market conditions; changes in asset quality and credit risk? the
inability to sustain revenue and earnings growth? inflation? customer borrowing,
repayment, investment and deposit practices? the impact, extent and timing of
technological changes? capital management activities? other actions of the Board
of Governors of the Federal Reserve System, the Office of the Comptroller of the
Currency, the Federal Deposit Insurance Corporation, the Tennessee Department of
Financial Institutions and other regulators, legislative and regulatory actions
and reforms; the pandemic created by the outbreak of COVID-19 and its variants,
and resulting effects on economic conditions, restrictions imposed by public
health authorities or governments, fiscal and monetary policy responses by
governments and financial institutions, and disruptions to global supply chains;
and other factors that may affect future results of First Horizon.
First Horizon cautions readers of this report, including its exhibits, that the
list above is not exhaustive as of the date of this report. Actual results could
differ and First Horizon's estimates and expectations could change, possibly
materially, because of one or more factors, including those factors listed above
or presented elsewhere in this report or those factors listed in material
incorporated by reference into this report. In evaluating forward-looking
statements and assessing First Horizon's prospects, readers of this report
should carefully consider the factors mentioned above along with the additional
risk and uncertainty factors discussed: in the forepart, and in Items 1, 1A, and
7, of First Horizon's most recent Annual Report on Form 10-K, as amended; and in
the forepart, and in Item 1A of Part II, of First Horizon's Quarterly Report(s)
on Form 10-Q filed this year. First Horizon assumes no obligation to update or
revise any forward-looking statements that are made in this report or in any
other statement, release, report, or filing from time to time.
ITEM 9.01. Financial Statements and Exhibits.
(d)Exhibits
Each of the following Exhibits 99.1 and 99.2, furnished pursuant to Items 2.02
and 7.01, is not to be considered "filed" under the Securities Exchange Act of
1934, as amended ("Exchange Act"), and shall not be incorporated by reference
into any of FHN's previous or future filings under the Securities Act of 1933,
as amended, or the Exchange Act.
Exhibit # Description
99.1 First Horizon Corporation Fourth Quarter 2022 Earnings Release
First Horizon Corporation Investor Slide Presentation for the quarter
99.2 ended December 31, 2022
104 Cover Page Interactive Data File, formatted in Inline XBRL
FIRST HORIZON CORPORATION 3 FORM 8-K CURRENT REPORT 1/18/2023
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses