Earnings Per Share (Tables)

9 Months Ended

Sep. 30, 2023

Schedule of Reconciliation Of Earnings Per Common And Diluted Share

The computations of basic and diluted earnings per common share were as follows:


EARNINGS PER SHARE COMPUTATIONS
	Three Months Ended September 30,				Nine Months Ended September 30,
(Dollars in millions, except per share data; shares in thousands)	2023		2022		2023		2022
Net income	$	142	$	268	$	727	$	642
Net income attributable to noncontrolling interest	5		3		14		8
Net income attributable to controlling interest	137		265		713		634
Preferred stock dividends	8		8		24		24
Net income available to common shareholders	$	129	$	257	$	689	$	610

Weighted average common shares outstanding—basic	558,559		535,986		544,952		534,613
Effect of dilutive restricted stock, performance equity awards and options	2,862		6,655		4,250		7,258
Effect of dilutive convertible preferred stock (a)	—		27,512		12,728		21,667
Weighted average common shares outstanding—diluted	561,421		570,153		561,930		563,538

Basic earnings per common share	$	0.23	$	0.48	$	1.26	$	1.14
Diluted earnings per common share	$	0.23	$	0.45	$	1.23	$	1.08

(a) On February 28, 2022, FHN issued $494 million of Series G Convertible Preferred Stock, which was converted into common stock on June 26, 2023, following the termination of the TD Merger Agreement. Conversion occurred at the rate of 4,000 common shares per Series G preferred share resulting in 19,742,776 additional common shares outstanding. 2023 includes the impact of the Series G based on the final conversion rate and 2022 includes the impact based on the original maximum conversion rate. For more information on the convertible features, including the conversion rate, see Note 7 - Preferred Stock.

Schedule of Anti-Dilutive Options and Awards

The following table presents average outstanding options and other equity awards that were excluded from the calculation of diluted earnings per share because they were either anti-dilutive (the exercise price was higher

than the weighted-average market price for the period) or the performance conditions have not been met:


ANTI-DILUTIVE EQUITY AWARDS
	Three Months Ended September 30,				Nine Months Ended September 30,
(Shares in thousands)	2023		2022		2023		2022
Stock options excluded from the calculation of diluted EPS	1,928		11		—		35
Weighted average exercise price of stock options excluded from the calculation of diluted EPS	$	16.44	$	26.03	$	24.36	$	25.65
Other equity awards excluded from the calculation of diluted EPS	7,589		493		2,496		199