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(Registrant's telephone number, including area code) (i901) i523-4444
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
i☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol(s)
Name of Exchange on which Registered
i$0.625 Par Value Common Capital Stock
iFHN
iNew
York Stock Exchange LLC
iDepositary Shares, each representing a 1/400th interest in
iFHN PR B
iNew
York Stock Exchange LLC
a share of Non-Cumulative Perpetual Preferred Stock, Series B
iDepositary Shares, each representing a 1/400th interest in
iFHN PR C
iNew
York Stock Exchange LLC
a share of Non-Cumulative Perpetual Preferred Stock, Series C
iDepositary Shares, each representing a 1/400th interest in
iFHN PR D
iNew
York Stock Exchange LLC
a share of Non-Cumulative Perpetual Preferred Stock, Series D*
iDepositary Shares, each representing a 1/4,000th interest in
iFHN PR E
iNew
York Stock Exchange LLC
a share of Non-Cumulative Perpetual Preferred Stock, Series E
iDepositary Shares, each representing a 1/4,000th interest in
iFHN PR F
iNew
York Stock Exchange LLC
a share of Non-Cumulative Perpetual Preferred Stock, Series F
*All shares of Series D Preferred Stock were called for redemption effective May 1, 2024. That redemption will result in the redemption, suspension from trading, and delisting of the related Series D Depositary Shares.
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company i☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
ITEM 2.02. Results of Operations and Financial Condition.
ITEM 7.01. Regulation FD Disclosure.
Furnished as Exhibit 99.1 is a copy of the First Horizon Corporation (“FHN” or "First Horizon") First Quarter 2024 Earnings Release,
released today.
Furnished as Exhibit 99.2 is a copy of the Investor Slide Presentation for the quarter ended March 31, 2024, 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; pre-provision net revenue ("PPNR"); loans and leases, allowance for credit losses (“ACL”), and ratios excluding Loans to Mortgage Companies (“LMC”); financial measures excluding deferred compensation;
return on average tangible common equity (“ROTCE”); tangible common equity (“TCE”) to tangible assets (“TA”); tangible book value ("TBV") per common share; common equity tier 1 capital ("CET1") net of unrealized losses; 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: 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
The exhibit 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"). Forward-looking statements pertain 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. Forward-looking statements can be identified by the words “believe,”“expect,”“anticipate,”“intend,”“estimate,”“should,”“is likely,”“will,”“going forward,” and other
expressions that indicate future events and trends. 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 FHN’s control, and many of which, with respect to future business decisions and actions (including acquisitions and divestitures), are subject to change and could cause FHN’s actual future results and outcomes to differ materially from those contemplated or implied by forward-looking statements or historical performance. Examples of uncertainties and contingencies include those mentioned: in the exhibit; in the forepart, and in Items 1, 1A, and 7, of FHN’s most recent Annual Report on Form 10-K; and in the forepart, and in Item 1A of Part II, of FHN’s Quarterly Report(s) on Form 10-Q filed after that Annual Report this year. FHN assumes no obligation to update or revise any forward-looking
statements that are made in this document or in any other statement, release, report, or filing from time to time. Throughout this presentation, numbers may not foot due to rounding, and references to EPS are fully diluted.
FIRST HORIZON CORPORATION
2
FORM 8-K CURRENT REPORT 04/17/2024
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.
Cover Page Interactive Data File, formatted in Inline XBRL
FIRST HORIZON CORPORATION
3
FORM
8-K CURRENT REPORT 04/17/2024
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
