The following table provides the balance of loans by portfolio segment as of December 31, 2012 and 2011:


(Dollars in thousands)		2012		2011
Commercial:
	Commercial, financial, and industrial	$	8,796,956	$	8,014,927
	Commercial real estate
	Income CRE		1,109,930		1,257,497
	Residential CRE		58,305		120,913
Retail:
	Consumer real estate		5,286,279		5,291,364
	Permanent mortgage		752,412		787,597
	Credit card & other		289,105		284,051
	Restricted real estate loans and secured borrowings (a)		415,595		640,778
Loans, net of unearned income		$	16,708,582	$	16,397,127
Allowance for loan losses			276,963		384,351
Total net loans		$	16,431,619	$	16,012,776

For purposes of this disclosure, the loan portfolio was disaggregated into segments and then further disaggregated into classes for certain disclosures. A portfolio segment is defined as the level at which an entity develops and documents a systematic method for determining its allowance for credit losses. A class is generally determined based on the initial measurement attribute (i.e., amortized cost or purchased credit impaired), risk characteristics of the loan, and an entity's method for monitoring and assessing credit risk. Commercial loan portfolio segments include commercial, financial, and industrial (“C&I”) and commercial real estate (“CRE”). Commercial classes within C&I include general C&I, loans to mortgage companies, and the trust preferred loans (“TRUPs”)(i.e., loans to bank and insurance-related businesses) portfolio. Loans to mortgage companies includes commercial lines of credit to qualified mortgage companies exclusively for the temporary warehousing of eligible mortgage loans prior to the borrower's sale of those mortgage loans to third party investors. Commercial classes within commercial real estate include income CRE and residential CRE. Retail loan portfolio segments include consumer real estate, permanent mortgage, and the credit card and other portfolio. Retail classes include HELOC and real estate (“R/E”) installment loans within the consumer real estate segment, permanent mortgage (which is both a segment and a class), and credit card and other. Restricted real estate loans and secured borrowings include residential real estate loans in both consolidated and nonconsolidated variable interest entities. Restricted real estate loans relate to consolidated securitization trusts and are discussed in Note 24 – Variable Interest Entities. Other real estate loans secure borrowings related to nonconsolidated VIEs and remain on FHN's balance sheet as the securitizations do not qualify for sale treatment.

FHN has a concentration of loans secured by residential real estate (39 percent of total loans), the majority of which is in the consumer real estate portfolio (32 percent of total loans). FHN had loans to mortgage companies totaling $1.8 billion (21 percent of the C&I portfolio, or 11 percent of total loans) as of December 31, 2012. Additionally, FHN had a sizeable portfolio of bank-related loans (including TRUPs) totaling $.6 billion (6 percent of the C&I portfolio, or 3 percent of total loans).

On December 31, 2012, $5.0 billion of commercial loans were pledged to secure potential discount window borrowings from the Federal Reserve Bank. Additionally, as of December 31, 2012, FHN pledged all of its held-to-maturity first and second lien mortgages and HELOCs, excluding restricted real estate loans and secured borrowings, to secure potential borrowings from the FHLB-Cincinnati. Loans included in the restricted and secured borrowings line secure borrowings associated with both consolidated and nonconsolidated VIEs. See Note 24 – Variable Interest Entities for additional discussion.

In first quarter 2012, the Office of the Comptroller of Currency ("OCC") issued interagency guidance related to ALLL estimation and nonaccrual practices and risk management policies related to junior lien loans. As a result, FHN modified its nonaccrual policies to place current second liens on nonaccrual if the first lien is owned or serviced by FHN and that first lien is 90 or more days past due. Additionally, FHN enhanced its ALLL methodology to qualitatively estimate probable incurred losses for all current second liens in the home equity portfolio that are behind first liens with performance issues. During 2012 and continuing into early 2013, FHN has been and is continuing to evaluate data on first liens provided by third parties, including vendors, to determine if it may be reasonably relied upon in order to predict performance of the associated second liens. FHN is working to have a vendor selected in the first half of 2013. Therefore, methodologies, policies, and practices related to the ALLL and/or nonaccrual accounting and reporting may be revised in the future to incorporate usage of such data if deemed predictive of loan performance. It is possible that if FHN determines that third party data may reasonably be relied upon, future additions to NPLs may be material.

Additionally, in third quarter 2012, the OCC clarified that residential real estate loans in which personal liability has been discharged through bankruptcy and not reaffirmed by the borrower are collateral dependent and should be reported as nonaccruing TDRs. As a result, FHN charged-down such loans to the net realizable value of the collateral and the remaining balances were reported as nonaccruing TDRs regardless of the loan's delinquency status. As of December 31, 2012, approximately 80 percent of these loans that were reported as nonperforming were current. Incremental provision expense associated with this change was approximately $23 million and the related net charge-offs were approximately $33 million in 2012. The incremental impacts to nonperforming loan and TDR levels cannot be directly linked as certain of the discharged bankruptcies in which charge-offs were recognized were either already reported as nonaccrual loans or TDRs, neither, or both in prior periods for other reasons.

Because of the composition of FHN's residential real estate portfolios, these changes most significantly impacted the consumer real estate portfolio segment.

In third quarter 2011, FHN executed bulk sales of certain consumer and commercial loans, a significant majority of which were nonperforming. The largest transaction was a sale of permanent mortgages with an unpaid principal balance of approximately $188 million, or $126 million after consideration of partial charge-offs and LOCOM adjustments previously taken on the loans. FHN recognized a loss on sale of $29.8 million which is recognized within the loan loss provision and $40.2 million of net charge-offs associated with this sale. FHN also sold nonperforming commercial loans with unpaid principal balance ("UPB") of approximately $32 million and $23 million after consideration of amounts already charged off. FHN recognized a loss which is reflected in the loan loss provision of $6.0 million and $7.3 million of net charge-offs related to this commercial loan bulk sale.

The ALLL includes the following components: reserves for commercial loans evaluated based on pools of credit graded loans and reserves for pools of smaller-balance homogeneous retail loans, both determined in accordance with ASC 450-20-50. The reserve factors applied to these pools are an estimate of probable incurred losses based on management's evaluation of historical net losses from loans with similar characteristics and are subject to qualitative adjustments by management to reflect current events, trends, and conditions (including economic considerations and trends). The slow economic recovery, weak housing market, elevated unemployment levels, regulatory guidance, and both positive and negative portfolio segment-specific trends, are examples of additional factors considered by management in determining the ALLL. Also included are reserves, determined in accordance with the ASC 310-10-35, for loans determined by management to be individually impaired.

For commercial loans, reserves are established using historical net loss factors by grade level, loan product, and business segment. An assessment of the quality of individual commercial loans is made utilizing credit grades assigned internally based on a dual grading system which estimates both the probability of default (“PD”) and loss severity in the event of default. PD grades range from 1-16 while estimated loss severities, or loss given default (“LGD”) grades, range from 1-12. This credit grading system is intended to identify and measure the credit quality of the loan portfolio by analyzing the migration of loans between grading categories. It is also integral to the estimation methodology utilized in determining the allowance for loan losses since an allowance is established for pools of commercial loans based on the credit grade assigned. The appropriate relationship team performs the process of categorizing commercial loans into the appropriate credit grades, initially as a component of the approval of the loan, and subsequently throughout the life of the loan as part of the servicing regimen. The proper loan grade for larger exposures is confirmed by a senior credit officer in the approval process. To determine the most appropriate credit grade for each loan, the credit risk grading system employs scorecards for particular categories of loans that consist of a number of objective and subjective measures that are weighted in a manner that produces a rank ordering of risk within pass-graded credits. Loan grading discipline is regularly reviewed by Credit Risk Assurance to determine if the process continues to result in accurate loan grading across the portfolio. FHN may utilize availability of guarantors/sponsors to support lending decisions during the credit underwriting process and when determining the assignment of internal loan grades.

The ALLL for smaller-balance homogenous retail loans is determined based on pools of similar loan types that have similar credit risk characteristics. FHN manages retail loan credit risk on a class basis. Reserves by portfolio are determined using segmented roll-rate models that incorporate various factors including historical delinquency trends, experienced loss frequencies, and experienced loss severities. Generally, reserves for retail loans reflect inherent losses in the portfolio that are expected to be recognized over the following twelve months.

Generally, classified nonaccrual commercial loans over $1 million and all commercial and consumer loans classified TDRs are deemed to be impaired and are individually assessed for impairment measurement in accordance with ASC 310-10-35. For all commercial portfolio segments, commercial TDRs and other individually impaired commercial loans are measured based on the present value of expected future payments discounted at the loan's effective interest rate (“the DCF method”), observable market prices, or for loans that are solely dependent on the collateral for repayment, the net realizable value. For loans measured using the DCF method or by observable market prices, if the recorded investment in the impaired loan exceeds this amount, a specific allowance is established as a component of the ALLL until such time as a loss is expected and recognized; however, for impaired collateral-dependent loans, including discharged bankruptcies, FHN will charge off the full difference between the book value and the best estimate of net realizable value.

Generally, the allowance for TDRs in all consumer portfolio segments is determined by estimating the expected future cash flows using the modified interest rate (if an interest rate concession), incorporating payoff and net charge-off rates specific to the TDRs within the portfolio segment being assessed, and discounted using the pre-modification interest rate. The discount rates of variable rate TDRs are adjusted to reflect changes in the interest rate index in which the rates are tied. The discounted cash flows are then compared to the outstanding principal balance in order to determine required reserves. Residential real estate loans discharged through bankruptcy are collateral-dependent and are charged down to net realizable value.

In 2011, FHN estimated TDR reserves for the permanent mortgage portfolio segment by using roll-rate models that estimated reserves for the permanent mortgage portfolio both with and without TDRs. Additionally, a qualitative factor representing the incremental inherent loss for such TDRs was applied to estimate the total required reserves for permanent mortgage TDRs. In first quarter 2012, FHN began utilizing a DCF model for estimating such reserves consistent with all other retail portfolio segments.

The following table provides a rollforward of the allowance for loan losses by portfolio segment for 2012, 2011 and 2010:
				Commercial		Consumer		Permanent		Credit Card
(Dollars in thousands)		C&I		Real Estate		Real Estate		Mortgage		and Other		Total
Balance as of January 1, 2010		$	276,648	$	205,725	$	215,088	$	123,896	$	75,557	$	896,914
Adjustment due to amendments of ASC 810			-		-		16,106		8,472		-		24,578
Charge-offs			(97,272)		(127,323)		(233,269)		(71,113)		(47,564)		(576,541)
Recoveries			11,630		13,030		16,300		1,658		7,230		49,848
Provision			48,463		63,653		178,125		2,096		(22,337)		270,000
Balance as of December 31, 2010 (a) (b)			239,469		155,085		192,350		65,009		12,886		664,799
Allowance - individually evaluated for impairment			61,327		17,395		19,691		16,678		267		115,358
Allowance - collectively evaluated for impairment			178,142		137,690		172,659		48,331		12,619		549,441
Loans, net of unearned as of December 31, 2010:
	Individually evaluated for impairment		208,077		242,143		67,350		99,190		764		617,524
	Collectively evaluated for impairment		7,130,078		1,428,381		6,252,062		1,043,367		311,160		16,165,048
Total loans, net of unearned (a) (b)			7,338,155		1,670,524		6,319,412		1,142,557		311,924		16,782,572
Balance as of January 1, 2011			239,469		155,085		192,350		65,009		12,886		664,799
Charge-offs (c)			(76,728)		(41,147)		(164,922)		(75,218)		(19,253)		(377,268)
Recoveries			16,562		11,047		16,019		5,375		3,817		52,820
Provision			(48,890)		(69,399)		121,630		31,028		9,631		44,000
Balance as of December 31, 2011 (a) (b)			130,413		55,586		165,077		26,194		7,081		384,351
Allowance - individually evaluated for impairment			28,973		8,214		44,606		6,015		333		88,141
Allowance - collectively evaluated for impairment			101,440		47,372		120,471		20,179		6,748		296,210
Loans, net of unearned as of December 31, 2011:
	Individually evaluated for impairment		164,217		115,319		112,231		80,960		1,117		473,844
	Collectively evaluated for impairment		7,850,710		1,263,091		5,779,315		747,233		282,934		15,923,283
Total loans, net of unearned (a) (b)			8,014,927		1,378,410		5,891,546		828,193		284,051		16,397,127
Balance as of January 1, 2012			130,413		55,586		165,077		26,194		7,081		384,351
Charge-offs (d)			(30,887)		(19,977)		(147,918)		(13,604)		(12,624)		(225,010)
Recoveries			11,151		4,475		17,770		3,024		3,202		39,622
Provision (e)			(14,486)		(20,087)		94,020		9,314		9,239		78,000
Balance as of December 31, 2012 (a) (b)			96,191		19,997		128,949		24,928		6,898		276,963
Allowance - individually evaluated for impairment			17,799		156		35,289		21,713		203		75,160
Allowance - collectively evaluated for impairment			78,392		19,841		93,660		3,215		6,695		201,803
Loans, net of unearned as of December 31, 2012:
	Individually evaluated for impairment		123,636		49,517		160,000		135,307		818		469,278
	Collectively evaluated for impairment		8,673,320		1,118,718		5,528,703		630,276		288,287		16,239,304
Total loans, net of unearned (a) (b)		$	8,796,956	$	1,168,235	$	5,688,703	$	765,583	$	289,105	$	16,708,582
Certain previously reported amounts have been reclassified to agree with current presentation.

Impaired Loans

The following tables provide information at December 31, 2012 and 2011, by class related to individually impaired loans and consumer TDR's. Recorded investment is defined as the amount of the investment in a loan, before valuation allowance but which does reflect any direct write-down of the investment. For purposes of this disclosure, LOCOM has been excluded.


		2012
				Unpaid				Average		Interest
		Recorded		Principal		Related		Recorded		Income
(Dollars in thousands)		Investment		Balance		Allowance		Investment		Recognized
Impaired loans with no related allowance recorded:
Commercial:
	General C&I	$	60,313	$	78,287	$	-	$	63,145	$	669
	TRUPs		24,000		24,000		-		43,848		-
	Income CRE		33,800		45,876		-		52,812		324
	Residential CRE		14,639		22,045		-		21,502		268
	Total	$	132,752	$	170,208	$	0	$	181,307	$	1,261
Retail:
	HELOC (a)	$	20,338	$	37,884	$	-	$	4,214	$	-
	R/E installment loans (a)		10,322		12,917		-		2,401		-
	Permanent mortgage (a)		11,616		11,616		-		3,148		-
	Total	$	42,276	$	62,417	$	0	$	9,763	$	-
Impaired loans with related allowance recorded:
Commercial:
	General C&I	$	10,301	$	10,301	$	1,991	$	16,182	$	100
	TRUPs		33,700		33,700		15,808		33,700		-
	Income CRE		1,078		1,078		156		1,699		54
	Residential CRE		0		0		0		11,873		-
	Total	$	45,079	$	45,079	$	17,955	$	63,454	$	154
Retail:
	HELOC	$	59,650	$	59,650	$	15,372	$	55,348	$	1,597
	R/E installment loans		69,690		69,690		19,917		67,409		1,136
	Permanent mortgage		123,691		123,691		21,713		108,942		2,818
	Credit card & other		818		818		203		960		32
	Total	$	253,849	$	253,849	$	57,205	$	232,659	$	5,583
Total commercial		$	177,831	$	215,287	$	17,955	$	244,761	$	1,415
Total retail		$	296,125	$	316,266	$	57,205	$	242,422	$	5,583
Total impaired loans		$	473,956	$	531,553	$	75,160	$	487,183	$	6,998


		2011
				Unpaid				Average		Interest
		Recorded		Principal		Related		Recorded		Income
(Dollars in thousands)		Investment		Balance		Allowance		Investment		Recognized
Impaired loans with no related allowance recorded:
Commercial:
	General C&I	$	74,981	$	95,468	$	-	$	58,423	$	1,099
	TRUPs		47,000		47,000		-		37,500		-
	Income CRE		67,653		122,183		-		87,771		821
	Residential CRE		24,290		40,546		-		41,846		507
	Total	$	213,924	$	305,197	$	-	$	225,540	$	2,427
Impaired loans with related allowance recorded:
Commercial:
	General C&I	$	14,444	$	20,778	$	5,148	$	63,992	$	210
	TRUPs		33,700		33,700		23,825		31,850		-
	Income CRE		2,222		2,222		243		18,381		41
	Residential CRE		21,153		21,153		7,971		30,733		-
	Total	$	71,519	$	77,853	$	37,187	$	144,956	$	251
Retail:
	HELOC	$	49,919	$	49,919	$	21,548	$	37,647	$	891
	R/E installment loans		62,312		62,312		23,058		53,356		860
	Permanent mortgage		80,960		80,960		6,015		88,863		2,066
	Credit card & other		1,117		1,117		333		941		48
	Total	$	194,308	$	194,308	$	50,954	$	180,807	$	3,865
Total commercial		$	285,443	$	383,050	$	37,187	$	370,496	$	2,678
Total retail		$	194,308	$	194,308	$	50,954	$	180,807	$	3,865
Total impaired loans		$	479,751	$	577,358	$	88,141	$	551,303	$	6,543

Certain previously reported amounts have been reclassified to agree with current presentation.

As previously discussed, FHN employs a dual grade commercial risk grading methodology to assign an estimate for PD and the LGD for each commercial loan, factors specific to various industry, portfolio, or product segments that result in a rank ordering of risk and the assignment of grades PD 1 to PD 16. Each PD grade corresponds to an estimated one-year default probability percentage; a PD 1 has the lowest expected default probability, and probabilities increase as grades progress down the scale. PD 1 through PD 12 are “pass” grades. PD grades 13-16 correspond to the regulatory-defined categories of special mention (13), substandard (14), doubtful (15), and loss (16). Pass loan grades are required to be reassessed no less frequently than annually or whenever there has been a material change in the financial condition of the borrower or risk characteristics of the relationship. All commercial loans over $1 million and certain commercial loans over $500,000 that are graded 13 or worse are reassessed on a quarterly basis. LGD grades are assigned based on a scale of 1-12 and represent FHN's expected recovery based on collateral type in the event a loan defaults.

The following tables provide the balances of commercial loan portfolio classes with associated allowance, disaggregated by PD grade as of December 31, 2012 and 2011:
	December 31, 2012
			Loans to											Allowance
	General		Mortgage				Income		Residential				Percentage	for Loan
(Dollars in thousands)	C&I		Companies		TRUPS (a)		CRE		CRE		Total		of Total	Losses
PD Grade:
1	$	223,753	$	-	$	-	$	-	$	-	$	223,753	2%	$	68
2		138,496		-		-		2,538		-		141,034	1		94
3		182,611		-		-		6,300		-		188,911	2		113
4		272,054		-		-		5,640		21		277,715	3		325
5		636,316		-		-		51,342		329		687,987	7		1,712
6		904,504		135,403		-		172,890		6,348		1,219,145	12		3,736
7		1,033,442		500,936		-		162,352		2,069		1,698,799	17		4,379
8		1,022,304		720,352		-		178,995		192		1,921,843	20		7,899
9		586,753		386,751		-		154,323		814		1,128,641	11		10,231
10		479,752		80,543		-		116,512		1,529		678,336	7		8,938
11		468,761		-		-		58,432		1,558		528,751	5		10,457
12		168,556		-		-		21,674		190		190,420	2		3,337
13		124,950		-		338,177		50,353		13,147		526,627	5		9,814
14,15,16		248,026		362		20,518		93,701		17,469		380,076	4		37,130
Collectively evaluated for impairment		6,490,278		1,824,347		358,695		1,075,052		43,666		9,792,038	98		98,233
Individually evaluated for impairment		70,614		-		53,022		34,878		14,639		173,153	2		17,955
Total commercial loans	$	6,560,892	$	1,824,347	$	411,717	$	1,109,930	$	58,305	$	9,965,191	100%	$	116,188

	December 31, 2011
			Loans to												Allowance
	General		Mortgage				Income		Residential				Percent of		for Loan
(Dollars in thousands)	C&I		Companies		TRUPS (a)		CRE		CRE		Total		Total		Losses
PD Grade:
1	$	171,599	$	-	$	0	$	-	$	-	$	171,599	2	%	$	17
2		155,954		-		0		2,620		-		158,574	2			37
3		161,802		-		0		19,487		-		181,289	2			143
4		220,874		-		0		6,796		95		227,765	2			507
5		384,731		-		0		25,383		120		410,234	4			1,290
6		892,790		156,599		0		115,155		4,175		1,168,719	12			5,388
7		892,122		663,592		0		174,938		5,707		1,736,359	19			9,394
8		978,387		391,075		0		144,159		862		1,514,483	16			14,506
9		634,339		155,152		0		152,338		2,830		944,659	10			14,599
10		476,705		27,282		0		108,205		1,284		613,476	7			10,925
11		432,244		-		0		122,898		1,614		556,756	6			13,763
12		157,120		-		-		15,012		4,370		176,502	2			5,330
13		264,109		-		334,099		75,226		7,437		680,871	7			15,331
14,15,16		295,563		491		4,081		225,405		46,975		572,515	6			57,582
Collectively evaluated for impairment		6,118,339		1,394,191		338,180		1,187,622		75,469		9,113,801	97			148,812
Individually evaluated for impairment		89,424		0		74,793		69,875		45,444		279,536	3			37,187
Total commercial loans	$	6,207,763	$	1,394,191	$	412,973	$	1,257,497	$	120,913	$	9,393,337	100	%	$	185,999
Certain previously reported amounts have been reclassified to agree with current presentation.

The retail portfolio is comprised primarily of smaller-balance loans which are very similar in nature in that most are standard products and are backed by residential real estate. Because of the similarities of retail loan-types, FHN is able to utilize the Fair Isaac Corporation (“FICO”) score, among other attributes, to assess the quality of consumer borrowers. FICO scores are refreshed on a quarterly basis in an attempt to reflect the recent risk profile of the borrowers. Accruing delinquency amounts are indicators of asset quality within the credit card and other retail portfolio.

The following tables reflect period-end balances and average FICO scores by origination vintage for the HELOC, real estate installment, and permanent mortgage classes of loans as of December 31, 2012 and 2011:

HELOC
(Dollars in thousands)	December 31, 2012						December 31, 2011
			Average		Average				Average		Average
	Period End		Origination		Refreshed		Period End		Origination		Refreshed
Origination Vintage	Balance (a)		FICO		FICO		Balance (a)		FICO		FICO
pre-2003	$	121,429		716		708	$	182,448		723		719
2003		224,840		733		724		273,277		733		726
2004		492,482		727		718		588,016		728		720
2005		616,956		734		719		731,689		734		722
2006		455,425		741		727		543,944		741		726
2007		480,057		745		728		565,192		746		732
2008		259,298		755		748		293,168		755		749
2009		142,069		752		747		179,120		754		755
2010		141,286		754		751		174,151		755		757
2011		137,966		760		758		159,030		760		758
2012		154,883		761		759		N/A		N/A		N/A
Total	$	3,226,691		741		730	$	3,690,035		740		731

(a) Balances as of December 31, 2012 and 2011 include $402.4 million and $600.2 million of restricted loan and secured borrowing balances, respectively.


R/E Installment Loans	December 31, 2012						December 31, 2011
(Dollars in thousands)			Average		Average				Average		Average
	Period End		Origination		Refreshed		Period End		Origination		Refreshed
Origination Vintage	Balance		FICO		FICO		Balance		FICO		FICO
pre-2003	$	36,982		686		684	$	56,306		689		687
2003		111,571		720		728		162,598		722		732
2004		72,280		705		705		97,313		710		708
2005		209,290		718		712		271,551		720		714
2006		224,722		718		704		295,365		721		706
2007		317,846		727		711		415,471		730		714
2008		113,279		727		722		152,820		734		729
2009		59,800		746		743		93,583		751		751
2010		153,172		746		753		195,772		747		753
2011		409,574		760		762		460,732		760		759
2012		753,496		764		761		N/A		N/A		N/A
Total	$	2,462,012		743		738	$	2,201,511		734		729


Permanent Mortgage	December 31, 2012						December 31, 2011
(Dollars in thousands)			Average		Average				Average		Average
	Period End		Origination		Refreshed		Period End		Origination		Refreshed
Origination Vintage	Balance (a)		FICO		FICO		Balance (a)		FICO		FICO
pre-2004 (b)	$	200,999		725		728	$	166,104		726		739
2004		29,948		714		691		32,350		719		690
2005		49,055		740		713		60,966		740		733
2006		92,863		733		713		112,158		735		710
2007		267,367		734		711		306,776		734		706
2008		125,351		741		712		149,839		742		718
Total	$	765,583		732		711	$	828,193		734		717

Certain previously reported amounts have been reclassified to agree with current presentations.

The following table reflects accruing and non-accruing loans by class on December 31, 2012:

	Accruing								Non-Accruing
			30-89		90 +						30-89		90 +		Total
			Days Past		Days		Total				Days		Days		Non-		Total
(Dollars in thousands)		Current	Due		Past Due		Accruing		Current		Past Due		Past Due		Accruing		Loans
Commercial (C&I):
General C&I	$	6,473,770	$	17,484	$	422	$	6,491,676	$	28,553	$	3,631	$	37,032	$	69,216	$	6,560,892
Loans to mortgage companies		1,822,471		1,514		-		1,823,985		-		-		362		362		1,824,347
TRUPs (a)		358,695		-		-		358,695		-		-		53,022		53,022		411,717
Total commercial C&I		8,654,936		18,998		422		8,674,356		28,553		3,631		90,416		122,600		8,796,956
Commercial real estate:
Income CRE		1,072,436		4,535		-		1,076,971		8,336		920		23,703		32,959		1,109,930
Residential CRE		45,694		-		-		45,694		1,531		-		11,080		12,611		58,305
Total
commercial real estate		1,118,130		4,535		-		1,122,665		9,867		920		34,783		45,570		1,168,235
Consumer real estate:
HELOC (b)		3,137,361		29,704		21,446		3,188,511		25,254		2,263		10,663		38,180		3,226,691
R/E installment loans		2,409,336		17,454		8,957		2,435,747		17,272		2,394		6,599		26,265		2,462,012
Total consumer real estate		5,546,697		47,158		30,403		5,624,258		42,526		4,657		17,262		64,445		5,688,703
Permanent mortgage (b)		715,425		7,845		9,592		732,862		11,426		2,542		18,753		32,721		765,583
Credit card & other
Credit card		179,171		1,731		1,707		182,609		-		-		-		-		182,609
Other		104,046		626		126		104,798		1,698		-		-		1,698		106,496
Total credit card & other		283,217		2,357		1,833		287,407		1,698		-		-		1,698		289,105
Total loans, net of unearned (c)	$	16,318,405	$	80,893	$	42,250	$	16,441,548	$	94,070	$	11,750	$	161,214	$	267,034	$	16,708,582

The following table reflects accruing and non-accruing loans by class on December 31, 2011:
	Accruing								Non-Accruing
			30-89 Days		90 + Days		Total				30-89 Days		90 + Days		Total Non-
(Dollars in thousands)	Current		Past Due		Past Due		Accruing		Current		Past Due		Past Due		Accruing		Total Loans
Commercial (C&I) :
General C&I	$	6,109,008	$	11,576	$	234	$	6,120,818	$	42,396	$	12,938	$	31,611	$	86,945	$	6,207,763
Loans to mortgage companies		1,393,660		40		0		1,393,700		0		-		491		491		1,394,191
TRUPs (a)		338,180		0		0		338,180		0		-		74,793		74,793		412,973
Total commercial C&I		7,840,848		11,616		234		7,852,698		42,396		12,938		106,895		162,229		8,014,927
Commercial real estate:
Income CRE		1,178,708		9,610		0		1,188,318		20,272		2,125		46,782		69,179		1,257,497
Residential CRE		74,252		875		0		75,127		25,149		7,359		13,278		45,786		120,913
Total commercial real estate		1,252,960		10,485		0		1,263,445		45,421		9,484		60,060		114,965		1,378,410
Consumer real estate:
HELOC (b)		3,598,926		44,728		25,978		3,669,632		10,446		1,079		8,878		20,403		3,690,035
R/E installment loans		2,145,181		26,310		11,647		2,183,138		11,781		1,358		5,234		18,373		2,201,511
Total consumer real estate		5,744,107		71,038		37,625		5,852,770		22,227		2,437		14,112		38,776		5,891,546
Permanent mortgage (b)		764,388		15,401		12,415		792,204		15,066		342		20,581		35,989		828,193
Credit card & other
Credit card		188,702		1,868		1,422		191,992		0		0		0		0		191,992
Other		89,433		405		80		89,918		5		0		2,136		2,141		92,059
Total credit card & other		278,135		2,273		1,502		281,910		5		0		2,136		2,141		284,051
Total loans, net of unearned	$	15,880,438	$	110,813	$	51,776	$	16,043,027	$	125,115	$	25,201	$	203,784	$	354,100	$	16,397,127

As part of FHN's ongoing risk management practices, FHN attempts to work with borrowers when necessary to extend or modify loan terms to better align with their current ability to repay. Extensions and modifications to loans are made in accordance with internal policies and guidelines which conform to regulatory guidance. Each occurrence is unique to the borrower and is evaluated separately. FHN considers regulatory guidelines when restructuring loans to ensure that prudent lending practices are followed. As such, qualification criteria and payment terms consider the borrower's current and prospective ability to comply with the modified terms of the loan.

A modification is classified as a TDR if the borrower is experiencing financial difficulty and it is determined that FHN has granted a concession to the borrower. FHN may determine that a borrower is experiencing financial difficulty if the borrower is currently in default on any of its debt, or if it is probable that a borrower may default in the foreseeable future. Many aspects of a borrower's financial situation are assessed when determining whether they are experiencing financial difficulty, particularly as it relates to commercial borrowers due to the complex nature of loan structures, business/industry risk, and borrower/guarantor structures. Concessions could include reductions of interest rates, extension of the maturity date at a rate lower than current market rate for a new loan with similar risk, reduction of accrued interest, or principal forgiveness. When evaluating whether a concession has been granted, FHN also considers whether the borrower has provided additional collateral or guarantors and whether such additions adequately compensate FHN for the restructured terms. The assessments of whether a borrower is experiencing (or is likely to experience) financial difficulty and whether a concession has been granted is subjective in nature and management's judgment is required when determining whether a modification is classified as a TDR.

For all classes within the commercial portfolio segment, TDRs are typically modified through forbearance agreements (generally 3 to 6 months). Forbearance agreements could include reduced interest rates, reduced payments, release of guarantor, or entering into short sale agreements. FHN's proprietary modification programs for consumer loans are generally structured using parameters of U.S. government-sponsored programs such as Home Affordable Modification Programs (“HAMP”). Within the HELOC, R/E installment loans, and permanent mortgage classes of the consumer portfolio segment, TDRs are typically modified by reducing the interest rate (in increments of 25 basis points to a minimum of 1 percent for up to 5 years) and a possible maturity date extension to reach an affordable housing debt ratio. Contractual maturities may be extended to 40 years on permanent mortgages and to 30 years for consumer real estate loans. Within the credit card class of the consumer portfolio segment, TDRs are typically modified through either a short-term credit card hardship program or a longer-term credit card workout program. In the credit card hardship program, borrowers may be granted rate and payment reductions for 6 months to 1 year. In the credit card workout program, customers are granted a rate reduction to 0 percent and term extensions for up to 5 years to pay off the remaining balance.

In 2012, the OCC clarified that the discharge of personal liability through bankruptcy proceedings should be considered a concession. As a result, FHN classified all non-reaffirmed residential real estate loans after bankruptcy as nonaccruing TDRs in third quarter 2012.

On December 31, 2012 and 2011, FHN had $372.4 million and $284.2 million portfolio loans classified as TDRs, respectively. For TDRs in the loan portfolio, FHN had loan loss reserves of $58.9 million and $52.7 million, or 16 percent and 19 percent of TDR balances, as of December 31, 2012 and 2011, respectively. Additionally, FHN had restructured $178.2 million and $98.0 million of loans-held-for-sale as of December 31, 2012 and 2011, respectively. Loans held for sale are presented at UPB before fair value adjustments and do not carry reserves.

The following tables reflect portfolio loans that were classified as TDRs during the years ended December 31, 2012 and 2011:
	2012						2011
			Pre-Modification		Post-Modification			Pre-Modification		Post-Modification
			Outstanding		Outstanding			Outstanding		Outstanding
(Dollars in thousands)	Number		Recorded Investment		Recorded Investment		Number	Recorded Investment		Recorded Investment
Commercial (C&I):
General C&I		25	$	24,451	$	24,620	18	$	15,960	$	15,524
Total commercial (C&I)		25		24,451		24,620	18		15,960		15,524
Commercial real estate:
Income CRE		10		13,381		12,836	13		13,630		13,155
Residential CRE		2		88		87	6		2,257		2,735
Total commercial real estate		12		13,469		12,923	19		15,887		15,890
Consumer real estate:
HELOC		901		35,078		34,852	169		21,093		20,992
R/E installment loans		738		31,870		30,993	147		21,044		21,249
Total consumer real estate		1,639		66,948		65,845	316		42,137		42,241
Permanent mortgage		140		74,245		74,055	129		79,776		82,633
Credit card & other		201		1,121		1,081	102		451		590
Total troubled debt restructurings		2,017	$	180,234	$	178,524	584	$	154,211	$	156,878

The following table presents TDRs which re-defaulted during 2012 and 2011 and as to which the modification occurred 12 months or less prior to the re-default. Financing receivables that became classified as TDRs within the previous 12 months and for which there was a payment default during the period are calculated by first identifying TDRs that defaulted during the period and then determining whether they were modified within the 12 months prior to the default. For purposes of this disclosure, FHN defines payment default as generally 30 plus days past due.

The determination of whether a TDR is placed on nonaccrual status generally follows the same internal policies and procedures as other portfolio loans. However, FHN will typically place a consumer real estate loan on nonaccrual status if it is 30 or more days delinquent upon modification into a TDR. For commercial loans, nonaccrual TDRs that are reasonably assured of repayment according to their modified terms may be returned to accrual status by FHN upon a detailed credit evaluation of the borrower's financial condition and prospects for repayment under the revised terms. For consumer loans, FHN's evaluation supporting the decision to return a modified loan to accrual status includes consideration of the borrower's sustained historical repayment performance for a reasonable period prior to the date on which the loan is returned to accrual status, which is generally a minimum of six months. For all discharged bankruptcies, loans must be placed on nonaccrual, regardless of delinquency status. FHN may also consider a borrower's sustained historical repayment performance for a reasonable time prior to the restructuring in assessing whether the borrower can meet the restructured terms, as it may indicate that the borrower is capable of servicing the level of debt under the modified terms. Otherwise, FHN will continue to classify restructured loans as nonaccrual. Consistent with regulatory guidance, upon sustained performance and classification as a TDR over FHN's year-end, the loan will be removed from TDR status as long as the modified terms were market-based at the time of modification.